TCR_Public/120528.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, May 28, 2012, Vol. 16, No. 147

                            Headlines

205 EAST 45: Receiver to Relinquish Custody of Hotels
205 EAST 45: Plan & Disclosure Statement Hearing on July 16
205 EAST 45: June 29 Claims Bar Date Set
205 EAST 45: Can Use Secured Lenders' Cash Through July 16
717 ESTATE: Case Summary & 2 Largest Unsecured Creditors

AE BIOFUELS: McGladrey Okayed as Independent Accountant
ALASKA COMMUNICATIONS: Bank Debt Trades at 12% Off
ALLEN SYSTEMS: Moody's Downgrades CFR to 'B3'; Outlook Stable
ALLIED SYSTEMS: Petitioning Creditors Want to Oust Management
ALLY FINANCIAL: DBRS Puts 'BB(low)' Issuer/Debt Rating on Review

AMERICA'S SUPPLIERS: Seven Directors Elected at Annual Meeting
AMERICAN COMMERCE SOLUTIONS: Swings to $25K Net Income for Year
ARCAPITA BANK: Says Tide Muddying the Waters
ARLIN GEOPHYSICAL: Case Summary & 5 Largest Unsecured Creditors
ARMTEC HOLDINGS: DBRS Downgrades Issuer Rating to 'B'

AVENUE STORES: To Close 96 Stores as Part of Restructuring
AWREY BAKERIES: Union Tosses Out Revised Contract Offer
BAYTEX ENERGY: Moody's Corrects May 23 Ratings Release
BERRY PETROLEUM: Moody's Issues Summary Credit Opinion
BIOFUEL ENERGY: Has Until June 30 to Regain Nasdaq Compliance

BLITZ USA: Hopkins Mfg Acquires F3 Brands for $14.6 Million
BROADWAY FINANCIAL: Failure to File 10-Q Violates Nasdaq Rule
BRYAN KEROPIAN: Case Summary & 20 Largest Unsecured Creditors
BUTLER ANIMAL: Moody's Upgrades Corp. Family Rating to 'Ba3'
BVO PROPERTIES: Case Summary & 4 Largest Unsecured Creditors

CHARLES STREET AME: Judge Directs Settlement Talks With Bank
CIRCUS AND ELDORADO: Can Use Noteholders' Cash Through June 12
CIRCUS AND ELDORADO: Wins 30-Day Extension of Schedules Filing
CIRCUS AND ELDORADO: May Hire Kurtzman Carson as Claims Agent
CITY NATIONAL BANCSHARES: KPMG Raises Going Concern Doubt

CLAIRE'S STORES: Files Form 10-Q, Incurs $19.9MM Net Loss in Q1
CLEAR CHANNEL: Bank Debt Trades at 22% Off in Secondary Market
CLEVELAND ELECTRIC: Fitch Affirms Issuer Default Rating at 'BB+'
COACH AMERICA: MV Transport Acquires LA-DOT Contract
COLT DEFENSE: S&P Cuts Corp. Credit Rating to 'CCC+' on Pact Loss

COMMUNITY HOME: Case Summary & 7 Largest Unsecured Creditors
CORD BLOOD: Amends Third Quarter 2011 Report
CORNERSTONE BANCSHARES: Ten Directors Elected at Annual Meeting
COPANO ENERGY: Moody's Issues Summary Credit Opinion
COUNTRY CREATIONS: Case Summary & 20 Largest Unsecured Creditors

CROWN MEDIA: S&P Hikes Corp. Credit Rating to 'B+'; Outlook Stable
CYBERDEFENDER CORP: Plans to Lay Off 300+ Employees
DAIS ANALYTIC: In Default Under Platinum-Montaur Credit Agreement
DAYBREAK OIL: Borrows $1.5 Million from Luberski
DELTA AIR: Sublease Deal No Impact on Moody's 'B2' Rating

DIALOGIC INC: Files Form S-3, Registers 57.9MM Common Shares
DOLPHIN DIGITAL: Incurs $748,000 Net Loss in First Quarter
DOWLING COLLEGE: S&P Puts 'BB' Rating on Revenue Bonds on Watch
DVS SHOE: Sec. 341(a) Creditors' Meeting Set for July 12
DVS SHOE: Lender Wants Credit-Bid Rights, Limited Cash Use

E-MILLENNIUM CENTER: Voluntary Chapter 11 Case Summary
EDIETS.COM INC: To Issue 2.8 Million Shares Under Equity Plan
EGM, LLC: Case Summary & 6 Largest Unsecured Creditors
EL PASO HOUSING: Moody's Raises Rating on Jr. Sub. Bonds to 'Ba1'
ELINORE ROSE: Case Summary & Largest Unsecured Creditor

ENERGY TRANSFER: Moody's Issues Summary Credit Opinion
EQUIPOWER RESOURCES: S&P Gives New $975MM Debt Prelim 'BB' Rating
EVERGREEN DEV'T NW: Pre-trial Conference Set for June 26
EXTERRAN HOLDINGS: S&P Lowers Corporate Credit Rating to 'B+'
FERRARA CANDY: S&P Gives 'B' Corp. Credit Rating; Outlook Stable

FIRSTFED FINANCIAL: James Giraldin Resigns from Board
FORD MOTOR: S&P Cuts Rating on $9.3-Bil. Revolving Credit to 'BB+'
FORESIGHT ENERGY: S&P Raises Corp. Credit Rating to 'B'; Off Watch
FORT IRWIN: Moody's Lowers Rating on Class III Bonds to 'Ba1'
GENTA INC: Has 2.6 Billion Outstanding Common Shares

GOLDEN TEMPLE: US Trustee Fails to Appoint Creditors' Committee
GOLDEN TEMPLE: Has Court OK to Change Name to EWTC Management
GREEN ENDEAVORS: Nexia Holdings Discloses 72.2% Equity Stake
HANDY & HARMAN: Moody's Withdraws 'Ba2' Corp. Family Rating
HAWKER BEECHCRAFT: Bank Debt Trades at 35% Off in Secondary Market

HOSPITALITY PARTNERS: Case Summary & Creditors List
INNOVATIVE FOOD: To Buy Artisan for $1.2 Million
KILROY REALTY: Moody's Affirms 'Ba1' Preferred Stock Rating
KINDER MORGAN: S&P Affirms 'BB' Corporate Credit Rating
LEVEL 3: 12 Directors Elected at Annual Meeting

LIGHTSQUARED INC: Tuesday Showdown on Trading Restrictions Bid
LIGHTSQUARED INC: Hiring Moelis as Investment Banker
LIGHTSQUARED INC: Bank Debt Trades at 34% Off in Secondary Market
LIGHTSQUARED INC: Lenders Doubt Regulatory Issues Would Be Solved
LOWER BUCKS: PBGC Takes Over Underfunded Pension Plan

MARIANA RETIREMENT FUND: Committee Hires Gelber Firm as Counsel
MARIANA RETIREMENT FUND: Creditors Committee Opposes Benefit Cuts
MARIANA RETIREMENT FUND: Fund a Governmental Unit, Says US Trustee
MARIANA RETIREMENT FUND: Committee Does Not Oppose Case Dismissal
MARIANA RETIREMENT FUND: Panel's Lawyer Can Practice in Saipan

MEMC ELECTRONIC: S&P Cuts Corp. Credit Rating to 'B+'; Off Watch
MICHIGAN FINANCE: S&P Keeps 'B' Rating on General Obligation Bonds
MONTANA ELECTRIC: BEC Wants Case Trustee to Conduct Analysis
MMRGLOBAL INC: Granite to Offer up to 100 Million Common Shares
MPG OFFICE: Receiver to Continue Managing Two California Plaza

MUSCLEPHARM CORP: Incurs $16 Million Net Loss in First Quarter
NAVIOS MARITIME: Moody's Cuts CFR/PDR to 'B3'; Outlook Stable
NEWFIELD EXPLORATION: Fitch Keeps BB Rating on Subordinated Notes
NEXT 1 INTERACTIVE: Has 5 Million Authorized Common Shares
OIL STATES: S&P Affirms 'BB' Corp. Credit Rating; Outlook Positive

PATRIOT COAL: S&P Cuts Corp. Credit Rating to 'CCC'; on Watch Neg
PEAK FITNESS: Owner Banned From Health-Club Business
PHILADELPHIA ORCHESTRA: Seeks Bankruptcy Exit in July
PJ FINANCE: Gaia Invests $22.5 Million of New Equity
POTOMAC SUPPLY: Can Continue Using Cash Collateral Until June 15

POTOMAC SUPPLY: Wants Plan Filing Deadline Extended Until Sept. 17
PROTEONOMIX INC: Demetrius Resigns as Accountants
RIVER CANYON: Case Summary & 20 Largest Unsecured Creditors
ROBERTS HOTELS: Dallas Hotel Files for Chapter 11 Bankruptcy
ROOMSTORE INC: New DIP Lender Salus Capital Wants Plan by June 15

ROOMSTORE INC: Dispute With Mattress Discounters Co-Owner Shelved
ROSETTA GENOMICS: To Raise $6.6 Million in Registered Offering
ROSETTA GENOMICS: Ron Kalfus Named Chief Financial Officer
RUGGED BEAR: Contractor Wants to Convert Building to Vet Office
SUPERIOR ENERGY: S&P Raises Corporate Credit Rating From 'BB+'

SUPERMEDIA INC: Nine Directors Elected at Annual Meeting
TRAFFIC CONTROL: U.S. Trustee Appoints 5-Member Creditor's Panel
TRIBUNE CO: Bank Debt Trades at 35% Off in Secondary Market
TXU CORP: Bank Debt Trades at 41% Off in Secondary Market
TXU CORP: Bank Debt Trades at 39% Off in Secondary Market

UNI-PIXEL INC: To Offer $50 Million of Securities
VERMILION ENERGY: DBRS Confirms 'BB(low)' Issuer Rating
VICTORY ENERGY: Sells Jones County and Atwood Assets for $400,000
VILLAGE SQUARE: Must Reply to Involuntary Petition by June 12
VUZIX CORP: Can Borrow up to $500,000 from LC Capital

WESTERN NEW YORK: Case Summary & 20 Largest Unsecured Creditors
WHALE SPOUT: Case Summary & 4 Largest Unsecured Creditors
WALLA WALLA TOWN: Sec. 341(a) Creditors' Meeting Set for June 19
WOLVERINE WORLD: S&P Rates Corporate Credit 'BB-'; Outlook Stable
WOONSOCKET, R.I.: Moody's Lowers Gen. Obligation Rating to 'B2'

* Moody's/RCPA CPPI Shows US Commercial Real Estate Prices Flat

* BOND PRICING -- For Week From May 21 to 25, 2012

                            *********

205 EAST 45: Receiver to Relinquish Custody of Hotels
-----------------------------------------------------
The Bankruptcy Court signed off on a stipulation and order that
removes custody of the Alex Hotel and Flatotel from a receiver.

205 East 45 LLC, owner of the Alex Hotel, and EALC LLC, owner of
Flatotel, entered into the stipulation with receiver Neal
Fellenbaum, the Debtors' secured lenders -- RPAP Hotel Debt
(Flatotel), L.L.C and RPAP Hotel Debt (Alex), L.L.C. -- and the
so-called ARL Managers -- ARL Hotel Management LLC, ARL Manhattan
West Management LLC and ARL Manhattan East Management LLC.

Pursuant to the Stipulation, the Receiver will turn over property
of the Debtors? estates.

On May 2, 2011, the Receiver entered into Hotel Management
Agreements with the ARL Managers.  On May 21, 2012, the Debtors'
Secured Lenders and TPG Contract Services, LLC, entered into
letter agreements with the ARL Managers and the Receiver providing
for the termination of the Management Agreements and providing
that, contemporaneous with the termination of the ARL Managers,
TPG will assume management and operation of the Properties, the
Alex Hotel Restaurant and the Flatotel Restaurant.

Prior to the petition date, the Receiver or the ARL Managers have
issued $410,000 in checks in satisfaction of the business
obligations of the Properties, the Alex Hotel Restaurant and the
Flatotel Restaurant arising during the receivership that have not
yet been cashed by the recipients of these prepetition checks.

Notwithstanding the turnover of receivership assets, the ARL
Managers will be entitled to establish, retain and use a reserve
in the amount of $127,515.

The Stipulation also provides that any chapter 11 plan confirmed
by, or sale under section 363 of the Bankruptcy Code approved by,
the Court will provide that upon the acquisition of the Properties
(or either Property) including the Alex Hotel Restaurant and the
Flatotel Restaurant by an affiliate of a Secured Lender, the Hotel
Acquisition Entity will sign a joinder to the applicable
Termination Agreement(s) to assume the obligations of Secured
Lenders.

Separately, the Debtors obtained interim authority from the
Bankruptcy Court to enter into management agreements with TPG
Contract Services.  A Final Hearing to consider approval of the
management agreements is set for July 16, 2012 at 11:00 a.m.
(prevailing Eastern Time).

                About 205 East 45 LLC and EALC LLC

205 East 45 LLC, owner of the Alex Hotel, and EALC LLC, owner of
Flatotel in Manhattan, filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 12-12208 and 12-2209) on May 21, 2012, to complete a
transfer of ownership to secured lenders.  The Debtors filed a
Chapter 11 plan of reorganization together with the petition.  A
copy of the disclosure statement explaining the Plan is available
for free at http://bankrupt.com/misc/205_East_Ch11_Plan.pdf

The Alex, at 205 East 45th Street in Manhattan, has 203 luxury
hotel rooms and suites and $123 million in mortgage debt.  The
Flatotel, at 135 West 52nd Street in mid-town Manhattan, is a
46-story boutique luxury hotel.  The Flatotel has 290 rooms and
$245.2 million in mortgages.  The hotels defaulted on mortgage
debt in January 2009.

Foreclosure for the Alex Hotel and Flatotel began in July and
August 2010, respectively.  In October, a receiver, Neal
Fellenbaum -- nfellenbaum@zfny.com -- of Zegen and Fellenbaum, was
appointed.

The proposed Chapter 11 plan will carry out a settlement
negotiated in the foreclosure proceeding where the state court
ruled this year that the lenders were entitled to foreclose.

The salient terms of the Plan are:

   * Holders of $100.3 million of secured debt against 205 East
     and $192.5 million of secured debt against EALC will receive
     100% of the ownership of the reorganized Debtors plus a new
     note.  205 East's secured lender will have a 70.29% recovery
     while EALC's secured creditor will have a 40.49% recovery.

   * Holders of general unsecured claims totaling under $1 million
     will receive the lesser of the pro rata share of the general
     unsecured claims distribution or cash in the amount of 20%.

   * the owners who include Simon Elias and Iazk Senbahar will
     receive releases from guarantees to lenders and will receive
     $2.5 million cash.

The lenders are Rockport Group LLC, Atlas Capital Group LLC and
Procaccianti Group.  They purchased the debt from the original
lender Anglo Irish Bank Corp. Ltd.

Alex Hotel is also home to Riingo, the restaurant under the
direction of Executive Chef Jose Diaz, and serves unique organic
American cuisine.  The Debtor intends to reject the lease with
Riingo.

Bankruptcy Judge Allan L. Gropper oversees the Chapter 11 cases.
Brendan M. Scott, Esq., at Klestadt & Winters, LLP, represents the
Debtors.

205 East and EALC LLC each estimated assets of $50 million to $100
million and debts of $100 million to $500 million.  The petitions
were signed by Steven A. Carlson, chief restructuring officer.

The receiver is represented by Andre Cizmarik, Esq. --
acizmarik@edwardswildman.com -- at Edwards Wildman Palmer LLP.

ARL Hotel Management LLC, ARL Manhattan West Management LLC and
ARL Manhattan East Management LLC are represented by Douglas B.
Rosner, Esq. -- drosner@goulstonstorrs.com -- at Goulston &
Storrs.

Secured lenders RPAP Hotel Debt (Flatotel), L.L.C and RPAP Hotel
Debt (Alex), L.L.C are represented by Jeffrey R. Gleit, Esq., at
Kasowitz, Benson, Torres & Friedman LLP.


205 EAST 45: Plan & Disclosure Statement Hearing on July 16
-----------------------------------------------------------
The Bankruptcy Court scheduled a combined hearing for approval of
the disclosure statement and solicitation procedures and
confirmation of the plan of reorganization filed by 205 East 45
LLC and EALC LLC on July 16, 2012 at 11:00 a.m. at Courtroom 617.

205 East 45 LLC, owner of the Alex Hotel, and EALC LLC, owner of
Flatotel in Manhattan, filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 12-12208 and 12-2209) on May 21, 2012, to complete a
transfer of ownership to secured lenders.  The Debtors filed a
Chapter 11 plan of reorganization together with the petition.  A
copy of the disclosure statement explaining the Plan is available
for free at http://bankrupt.com/misc/205_East_Ch11_Plan.pdf

The Alex, at 205 East 45th Street in Manhattan, has 203 luxury
hotel rooms and suites and $123 million in mortgage debt.  The
Flatotel, at 135 West 52nd Street in mid-town Manhattan, is a
46-story boutique luxury hotel.  The Flatotel has 290 rooms and
$245.2 million in mortgages.  The hotels defaulted on mortgage
debt in January 2009.

Foreclosure for the Alex Hotel and Flatotel began in July and
August 2010, respectively.  In October, a receiver, Neal
Fellenbaum of Zegen and Fellenbaum, was appointed.

The proposed Chapter 11 plan will carry out a settlement
negotiated in the foreclosure proceeding where the state court
ruled this year that the lenders were entitled to foreclose.

The salient terms of the Plan are:

   * Holders of $100.3 million of secured debt against 205 East
     and $192.5 million of secured debt against EALC will receive
     100% of the ownership of the reorganized Debtors plus a new
     note.  205 East's secured lender will have a 70.29% recovery
     while EALC's secured creditor will have a 40.49% recovery.

   * Holders of general unsecured claims totaling under $1 million
     will receive the lesser of the pro rata share of the general
     unsecured claims distribution or cash in the amount of 20%.

   * the owners who include Simon Elias and Iazk Senbahar will
     receive releases from guarantees to lenders and will receive
     $2.5 million cash.

The lenders are Rockport Group LLC, Atlas Capital Group LLC and
Procaccianti Group.  They purchased the debt from the original
lender Anglo Irish Bank Corp. Ltd.

Alex Hotel is also home to Riingo, the restaurant under the
direction of Executive Chef Jose Diaz, and serves unique organic
American cuisine.  The Debtor intends to reject the lease with
Riingo.

Bankruptcy Judge Allan L. Gropper oversees the Chapter 11 cases.
Brendan M. Scott, Esq., at Klestadt & Winters, LLP, represents the
Debtors.

205 East and EALC LLC each estimated assets of $50 million to
$100 million and debts of $100 million to $500 million.  The
petitions were signed by Steven A. Carlson, chief restructuring
officer.

The receiver is represented by Andre Cizmarik, Esq., at Edwards
Wildman Palmer LLP.

ARL Hotel Management LLC, ARL Manhattan West Management LLC and
ARL Manhattan East Management LLC are represented by Douglas B.
Rosner, Esq., at Goulston & Storrs.

Secured lenders RPAP Hotel Debt (Flatotel), L.L.C and RPAP Hotel
Debt (Alex), L.L.C are represented by Jeffrey R. Gleit, Esq., at
Kasowitz, Benson, Torres & Friedman LLP.


205 EAST 45: June 29 Claims Bar Date Set
----------------------------------------
The Bankruptcy Court has established June 29, 2012 as the deadline
for creditors to file proofs of claim in the Chapter 11 cases of
205 East 45 LLC and EALC LLC.  Nov. 19, 2012, is the deadline to
file claims by governmental units.

205 East 45 LLC, owner of the Alex Hotel, and EALC LLC, owner of
Flatotel in Manhattan, filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 12-12208 and 12-2209) on May 21, 2012, to complete a
transfer of ownership to secured lenders.  The Debtors filed a
Chapter 11 plan of reorganization together with the petition.  A
copy of the disclosure statement explaining the Plan is available
for free at http://bankrupt.com/misc/205_East_Ch11_Plan.pdf

The Alex, at 205 East 45th Street in Manhattan, has 203 luxury
hotel rooms and suites and $123 million in mortgage debt.  The
Flatotel, at 135 West 52nd Street in mid-town Manhattan, is a
46-story boutique luxury hotel.  The Flatotel has 290 rooms and
$245.2 million in mortgages.  The hotels defaulted on mortgage
debt in January 2009.

Foreclosure for the Alex Hotel and Flatotel began in July and
August 2010, respectively.  In October, a receiver, Neal
Fellenbaum, of Zegen and Fellenbaum, was appointed.

The proposed Chapter 11 plan will carry out a settlement
negotiated in the foreclosure proceeding where the state court
ruled this year that the lenders were entitled to foreclose.

The salient terms of the Plan are:

   * Holders of $100.3 million of secured debt against 205 East
     and $192.5 million of secured debt against EALC will receive
     100% of the ownership of the reorganized Debtors plus a new
     note.  205 East's secured lender will have a 70.29% recovery
     while EALC's secured creditor will have a 40.49% recovery.

   * Holders of general unsecured claims totaling under $1 million
     will receive the lesser of the pro rata share of the general
     unsecured claims distribution or cash in the amount of 20%.

   * the owners who include Simon Elias and Iazk Senbahar will
     receive releases from guarantees to lenders and will receive
     $2.5 million cash.

The lenders are Rockport Group LLC, Atlas Capital Group LLC and
Procaccianti Group.  They purchased the debt from the original
lender Anglo Irish Bank Corp. Ltd.

Alex Hotel is also home to Riingo, the restaurant under the
direction of Executive Chef Jose Diaz, and serves unique organic
American cuisine.  The Debtor intends to reject the lease with
Riingo.

Bankruptcy Judge Allan L. Gropper oversees the Chapter 11 cases.
Brendan M. Scott, Esq., at Klestadt & Winters, LLP, represents the
Debtors.

205 East and EALC LLC each estimated assets of $50 million to $100
million and debts of $100 million to $500 million.  The petitions
were signed by Steven A. Carlson, chief restructuring officer.

The receiver is represented by Andre Cizmarik, Esq., at Edwards
Wildman Palmer LLP.

ARL Hotel Management LLC, ARL Manhattan West Management LLC and
ARL Manhattan East Management LLC are represented by Douglas B.
Rosner, Esq., at Goulston & Storrs.

Secured lenders RPAP Hotel Debt (Flatotel), L.L.C and RPAP Hotel
Debt (Alex), L.L.C are represented by Jeffrey R. Gleit, Esq., at
Kasowitz, Benson, Torres & Friedman LLP.


205 EAST 45: Can Use Secured Lenders' Cash Through July 16
----------------------------------------------------------
205 East 45 LLC, the owner of Alex Hotel, and EALC LLC, the owner
of Flatotel Owner, obtained an interim order permitting them to
use cash that secures prepetition debt with lenders RPAP Hotel
Debt (Alex), L.L.C., and RPAP Hotel Debt (Flatotel), L.L.C.

As of March 31, 2012, the Alex Hotel Owner owed $123,047,212 and
the Flatotel Owner owed $245,158,156 under their respective loans.
The Secured Lenders are successors-by-assignment to Anglo Irish
Bank Corporation Limited (f/k/a Anglo Irish Bank Corporation PLC).
The Debtors are in default under the loans.

The Debtors' right to use Cash Collateral will terminate on the
earliest to occur of (x) 75 days after the Petition Date, which
may be extended at the sole discretion of the Secured Lenders, or
(y) upon five business days' written notice to the Debtors after
the occurrence and continuance of an event of default.

The events of default include dismissal or conversion of the case,
appointment of a Chapter 11 trustee or examiner with expanded
powers; termination or removal of Steven A. Carlson, who is
serving as the Debtors' Chief Restructuring Officer; a filing by
any Debtor (or any successors and assigns) of any motion, or
application or adversary proceeding challenging the validity,
enforceability, perfection or priority of the liens securing the
obligations or any other cause of action against or with respect
to the Obligations, the prepetition liens securing such
Obligations or the Secured Lenders.

A hearing to consider entry of a Final Cash Collateral Order will
be held July 16, 2012 at 11:00 a.m. prevailing Eastern Time.
Objections are due July 11, 2012 at 5:00 p.m., prevailing Eastern
Time.

                About 205 East 45 LLC and EALC LLC

205 East 45 LLC, owner of the Alex Hotel, and EALC LLC, owner of
Flatotel in Manhattan, filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 12-12208 and 12-2209) on May 21, 2012, to complete a
transfer of ownership to secured lenders.  The Debtors filed a
Chapter 11 plan of reorganization together with the petition.  A
copy of the disclosure statement explaining the Plan is available
for free at http://bankrupt.com/misc/205_East_Ch11_Plan.pdf

The Alex, at 205 East 45th Street in Manhattan, has 203 luxury
hotel rooms and suites and $123 million in mortgage debt.  The
Flatotel, at 135 West 52nd Street in mid-town Manhattan, is a
46-story boutique luxury hotel.  The Flatotel has 290 rooms and
$245.2 million in mortgages.  The hotels defaulted on mortgage
debt in January 2009.

Foreclosure for the Alex Hotel and Flatotel began in July and
August 2010, respectively.  In October, a receiver, Neal
Fellenbaum, of Zegen and Fellenbaum, was appointed.

The proposed Chapter 11 plan will carry out a settlement
negotiated in the foreclosure proceeding where the state court
ruled this year that the lenders were entitled to foreclose.

The salient terms of the Plan are:

   * Holders of $100.3 million of secured debt against 205 East
     and $192.5 million of secured debt against EALC will receive
     100% of the ownership of the reorganized Debtors plus a new
     note.  205 East's secured lender will have a 70.29% recovery
     while EALC's secured creditor will have a 40.49% recovery.

   * Holders of general unsecured claims totaling under $1 million
     will receive the lesser of the pro rata share of the general
     unsecured claims distribution or cash in the amount of 20%.

   * the owners who include Simon Elias and Iazk Senbahar will
     receive releases from guarantees to lenders and will receive
     $2.5 million cash.

The lenders are Rockport Group LLC, Atlas Capital Group LLC and
Procaccianti Group.  They purchased the debt from the original
lender Anglo Irish Bank Corp. Ltd.

Alex Hotel is also home to Riingo, the restaurant under the
direction of Executive Chef Jose Diaz, and serves unique organic
American cuisine.  The Debtor intends to reject the lease with
Riingo.

Bankruptcy Judge Allan L. Gropper oversees the Chapter 11 cases.
Brendan M. Scott, Esq., at Klestadt & Winters, LLP, represents the
Debtors.

205 East and EALC LLC each estimated assets of $50 million to $100
million and debts of $100 million to $500 million.  The petitions
were signed by Steven A. Carlson, chief restructuring officer.

The receiver is represented by Andre Cizmarik, Esq., at Edwards
Wildman Palmer LLP.

ARL Hotel Management LLC, ARL Manhattan West Management LLC and
ARL Manhattan East Management LLC are represented by Douglas B.
Rosner, Esq., at Goulston & Storrs.

Secured lenders RPAP Hotel Debt (Flatotel), L.L.C and RPAP Hotel
Debt (Alex), L.L.C are represented by Jeffrey R. Gleit, Esq., at
Kasowitz, Benson, Torres & Friedman LLP.


717 ESTATE: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 717 Estate Management LLC, a Florida Limited Liability
        Company
        3850 Bird Road, Penthouse 1
        Miami, FL 33146

Bankruptcy Case No.: 12-22488

Chapter 11 Petition Date: May 22, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Erick Trivedi, Esq.
                  MARRERO, TRIVEDI, ALVAREZ, CHAMIZO LAW, LP
                  3850 Bird Road, Penthouse 1
                  Coral Gables, FL 33146
                  Tel: (305) 446-0163
                  E-mail: erick@marrerorealestatelaw.com

Estimated Assets: $500,001 to $1,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/flsb12-22488.pdf

The petition was signed by Julio C. Marrero, manager.


AE BIOFUELS: McGladrey Okayed as Independent Accountant
-------------------------------------------------------
The audit committee of Aemetis, Inc., formerly known as AE
Biofuels, Inc., approved the engagement of McGladrey LLP as the
Company's new independent registered public accounting firm,
subject to McGladrey's completion of its client acceptance
process.  On May 25, 2012, McGladrey informed the Company that
they had completed this process.

During the Company's two most recent fiscal years and the
subsequent interim period preceding McGladrey's engagement,
neither the Company nor anyone on behalf of the Company, consulted
with McGladrey regarding the application of accounting principles
to any specific completed or contemplated transaction, or the type
of audit opinion that might be rendered on the Company's financial
statements and McGladrey did not provide any written or oral
advice that was an important factor considered by the Company in
reaching a decision as to any accounting, auditing or financial
reporting issue or any matter that was the subject of a
disagreement or a reportable event.

                         About AE Biofuels

AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is a biofuels company based in Cupertino, California, developing
sustainable solutions to address the world's renewable energy
needs.  The Company is commercializing its patent-pending next-
generation cellulosic ethanol technology that enables the
production of biofuels from both non-food and traditional
feedstocks.  Its wholly-owned Universal Biofuels subsidiary built
and operates a nameplate 50 million gallon per year biodiesel
production facility on the east coast of India.

The Company reported a net loss of $1.72 million on $1.59 million
of sales for the three months ended Sept. 30, 2010, compared with
a net loss of $3.78 million on $4.05 million of sales for the same
period a year earlier.

BDO Seidman, LLP, in San Jose, Calif., expressed substantial doubt
about AE Biofuels' ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred recurring losses, and has a
working capital deficit and total stockholders' deficit as of
December 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$20.23 million in total assets, $29.03 million in total
liabilities, all current, and a stockholders' deficit of
$8.80 million.  The Company has not filed financial reports after
filing its Form 10-Q for the quarter ended Sept. 30, 2010.


ALASKA COMMUNICATIONS: Bank Debt Trades at 12% Off
--------------------------------------------------
Participations in a syndicated loan under which Alaska
Communications Systems is a borrower traded in the secondary
market at 87.83 cents-on-the-dollar during the week ended Friday,
May 25, a drop of 3.02 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 400 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
18, 2016, and carries Moody's 'Ba3' rating and Standard & Poor's
'BB-' rating.  The loan is one of the biggest gainers and losers
among 137 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                    About Alaska Communications

Alaska Communications Systems Holdings, Inc., is a leading
integrated communications provider based in Anchorage, Alaska.
ACSH is the state's incumbent wireline operator, owns an extensive
IP backbone serving the enterprise segment and also operates an
extensive 3G wireless network in the state of Alaska.

In October 2011, Moody's affirmed ACSH's B1 Corporate Family
Rating, its B1 Probability of Default Rating and the company's
SGL-3 Speculative Grade Liquidity rating.  The outlook is stable.

The B1 CFR reflects the ACSH's deteriorating legacy wire-line
subscriber base and the competitive challenges within the wireless
segment.  The company's ILEC operations face the typical
subscriber loss characteristics common in the industry, as
wireless substitution erodes the company's customer base.  ACSH
has done well in offsetting this decline through enterprise
business growth, but not without suffering modest margin
compression.  Going forward, Moody's expect this trend to
continue, as wire-line customers abandon traditional telephone
services and rely upon wireless.


ALLEN SYSTEMS: Moody's Downgrades CFR to 'B3'; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service downgraded Allen Systems Group, Inc.'s
("ASG") corporate family rating to B3 from B2, the ratings for the
company's first lien secured credit facilities to Ba3 from Ba2,
and its second lien notes to Caa1 from B3. The outlook for the
ratings is stable. The ratings downgrade reflects deterioration in
ASG's credit metrics and liquidity and the company's challenges in
driving operating cash flow growth.

Ratings Rationale

The downgrade considers ASG's weak liquidity position and increase
in debt-to-LTM EBITDA leverage to over 7.0x at the end of 1Q 2012,
excluding unrealized synergies, relative to the ratings agency's
expectations of deleveraging to less than 5.0x by mid 2012. The
increase in leverage has resulted from the erosion in license and
maintenance revenues from the company's legacy IT asset management
software products, and increase in debt and use of cash to finance
8 acquisitions in the last 12 months. With modest cash balances
and nearly fully drawn revolver ASG is largely dependent on free
cash flows to satisfy current debt maturities. Additionally,
Moody's estimates that the company could have limited operating
cushion under its leverage covenant, especially when the covenant
steps down in the fourth quarter of 2012.

The B3 rating encompasses ASG's execution risks in growing the
productivity of its sales force which has experienced high
turnover in the past several quarters, integrating the
acquisitions, and timely realization of synergies from
acquisitions, which represent a meaningful portion of its
projected operating cash flows. Moody's believes that ASG's debt-
to-EBITDA leverage could continue to exceed 6.0x in the next 12
months and liquidity could remain constrained until a meaningful
improvement in free cash flow is realized.

The B3 corporate family rating additionally reflects ASG's small
scale relative to its significantly larger key competitors, highly
competitive industry and its track record of pursuing aggressive
financial policies and debt financed acquisitions. The rating is
supported by ASG's broad portfolio of mainframe and distributed
enterprise management software products and its recurring
maintenance revenues (66% of total revenues) and their high
retention rates, which provide good revenue and cash flow
visibility in the near-to-intermediate term. The rating also
benefits from ASG's diverse customer base of over 3,400 customers
across various industries and good geographic diversity of its
revenues.

The stable ratings outlook reflects Moody's expectations that
ASG's leverage profile should not deteriorate further and cash
flow from operations should improve as the company realizes
targeted cost savings over the next few quarters.

The following ratings were downgraded:

  Issuer -- Allen Systems Group, Inc.

  Corporate Family Rating -- B3, downgraded from B2

  Probability of Default Rating -- B3, downgraded from B2

   $40 million senior 1st lien secured revolving credit facility
   due 2015 -- Ba3, (LGD 2 -- 17%), downgraded from Ba2, (LGD2 --
   16%)

   $194.7 million senior 1st lien secured term loan due 2015 --
   Ba3, (LGD 2 -- 17%), downgraded from Ba2, (LGD2 -- 16%)

   $300 million senior 2nd lien secured notes due 2016 -- Caa1,
   (LGD5 -- 71%), downgraded from B3, (LGD5, 71%)

Outlook -- Stable

Moody's could downgrade ASG's ratings if the company's liquidity
deteriorates further, revenues decline or the expected improvement
in operating cash flow is not realized in a timely manner and free
cash flow remains weak in the next 12 to 18 months.

Conversely, Moody's could upgrade ASG's ratings if the company
demonstrates sustained improvement in profitability and operating
cash flows. ASG's ratings could be raised if the company maintains
good liquidity, it could sustain total debt-to-EBITDA leverage
below 5.5x, incorporating potential for modest-sized acquisitions
and dividends, and it generates free cash flow of about 3% to 5%
of total adjusted debt.

Headquartered in Naples, Florida, ASG is a privately-held provider
of enterprise IT software solutions. The company reported annual
revenues of approximately $298 million in the trailing twelve
months ended on March 31, 2012.

The principal methodology used in rating ASG was the Global
Software Industry Methodology published in May 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


ALLIED SYSTEMS: Petitioning Creditors Want to Oust Management
-------------------------------------------------------------
Affiliates of Black Diamond Capital Partners LLC and Spectrum
Investment Partners LP ask the Bankruptcy Court to remove
management of Allied Systems Holdings, Inc., and Allied Systems
Ltd (L.P.), and appoint a Chapter 11 trustee.

BDCM Opportunity Fund II LP, Black Diamond CLO 2005-1 Adviser
L.L.C., and Spectrum Investment Partners LP, which placed Allied
in involuntary bankruptcy, are lenders under credit agreements
pursuant to which Allied obtained roughly $315 million in
financing when it emerged from Chapter 11 in 2007 under the
control of Yucaipa American Alliance Fund I LP and Yucaipa
American Alliance (Parallel) Fund I LP.

"The compelling need for a Chapter 11 trustee in these cases
arises from (among other reasons) the ongoing, pervasive
manipulation and control of the Alleged Debtors by Yucaipa, and
the significant conflicts of interest that leave the Alleged
Debtors incapable of fulfilling their fiduciary obligations," the
lenders said in court filings.

Portions of the lenders' court filings were redacted.

The lenders said Yucaipa's many roles relative to Allied will
inevitably lead to the untenable situation of Yucaipa negotiating
the terms of any restructuring with itself.  Since 2007, as a
result of Allied's prior reorganization, Yucaipa has been the
majority shareholder of Allied, holding in excess of 70% of its
common equity; designated four out of five members of the Allied
board, including chairman Derex Walker; and controlled the actions
of Allied's senior management through its appointment of current
chief executive officer, Mark Gendregske.  In 2009, Yucaipa
purported to acquire a majority of the debt under the First Lien
Credit Agreement, and to obtain the status of "Requisite Lender"
with the ability to bind the lenders to various courses of action.

The lenders also argued that appointment of a Chapter 11 trustee
is appropriate given Allied's gross mismanagement of their
business.

The filing also mentioned that Yucaipa caused Allied to enter into
a fourth amendment to the First Lien Credit Agreement, and to join
in its lawsuit against The CIT Group/Business Credit, Inc., when
CIT properly refused to acknowledge the validity of the Fourth
Amendment.  CIT was the administrative agent under the First Lien
Credit Agreement, but Yucaipa's lawsuit did not name CIT in that
capacity.

                      About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.


ALLY FINANCIAL: DBRS Puts 'BB(low)' Issuer/Debt Rating on Review
----------------------------------------------------------------
DBRS, Inc. has placed the ratings of Ally Financial Inc. and
certain related subsidiaries, including its Issuer and Long-Term
Debt rating of BB (low), Under Review Developing.  This rating
action follows the decision by Ally's wholly owned mortgage
subsidiary, Residential Capital, LLC (ResCap) to file a pre-
packaged bankruptcy plan under Chapter 11 of the U.S. Bankruptcy
Code.

While DBRS recognizes the medium- to longer-term positives of this
action for Ally, as the issues stemming from ResCap's legacy
mortgage operations will be removed allowing the Company to focus
on its more profitable, less volatile core auto finance business,
DBRS is nonetheless concerned that the indirect and direct costs
of the bankruptcy filing may exceed the Company's estimates of
$1.3 billion.  Furthermore, although certain parties have agreed
to the plan and the pre-packaged plan offers a timely resolution
to the legacy issues impacting Ally, DBRS notes that the plan may
be altered or delayed in the bankruptcy process.  DBRS will
conclude its review at the end of the bankruptcy process.

As noted above, ResCap's bankruptcy comes with some near-term
direct costs to Ally.  To this end, Ally expects to record an
associated charge of approximately $1.3 billion in 2Q12.  This
charge reflects the write-down to zero of Ally's approximate $400
million equity investment in ResCap, a $750 million cash
contribution to the Chapter 11 estate to settle potential claims,
and approximately $130 million related to the establishment of a
mortgage repurchase reserve at Ally Bank that replaces a reserve
previously held at ResCap.  Positively, Ally estimates that the
impact of the charge on capital will be minimal, given the
associated reduction in risk weighed assets.  As such, DBRS views
Ally's estimated direct costs of $1.3 billion from the ResCap
bankruptcy as manageable.  DBRS views the removal of the risk and
volatility associated with certain ResCap businesses positively.

Concurrent with the ResCap announcement, Ally announced that it
was exploring strategic alternatives for all of its international
operations, including auto finance, insurance, and banking and
deposit operations in Canada, Mexico, Europe, the U.K. and South
America.  These businesses operate independently of the U.S.
businesses and thus should have no impact on the positive momentum
in the U.S. business.  However, DBRS sees the potential sale or
divesture of the international businesses as removing a degree of
diversification that benefited the franchise.  International Auto
Finance reported pre-tax income of $210 million in 2011,
accounting for only 8% of Global Automotive Services pre-tax
income.  As such, DBRS sees the overall impact to the core auto
finance franchise as manageable.

The current ratings consider the substantial strength of Ally's
core Global Automotive Finance franchise, the sound credit
performance of the auto lending business, and the improvement in
the funding profile, which continues to benefit from the growing
deposit base.  However, in DBRS's view, the weakness at ResCap,
and Ally's support of ResCap has masked much of the progress
Ally's management has achieved in restoring Ally's financial
strength.  Indeed, the Global Automotive Finance business reported
solid results in 1Q12 with pre-tax income of $611 million, a 3%
increase quarter-on-quarter on 6% growth in revenue.  Evidencing
the strength of the franchise, U.S. originations were 5% higher
quarter-on-quarter at $9.7 billion.  Liquidity remains strong with
$24 billion of available liquidity compared to $17 billion of
unsecured debt maturities over the next 24 months.  Capital is
solid with Tier 1 Capital ratio of 13.5% and tangible common
equity-to-tangible assets of 6.6%.


AMERICA'S SUPPLIERS: Seven Directors Elected at Annual Meeting
--------------------------------------------------------------
The 2012 annual meeting of stockholders of America's Suppliers,
Inc., was held on May 17, 2012.  At the meeting, Christopher
Baker, Marc Joseph, Vincent Pino, Justiniano Gomes, Eric Best,
Byron L. (Bud) Bergren and Paul Klapper were elected as directors,
each to hold office until the Company's next annual meeting of
Stockholders or until his or her successor is elected and
qualified.  The appointment of MaloneBailey, LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2012, was also ratified at the meeting.

                     About America's Suppliers

Scottsdale, Ariz.-based America's Suppliers, Inc., develops
software programs that allow the Company to provide general
merchandise for resale to businesses through its Web site at
http://www.DollarDays.com

The Company's balance sheet at March 31, 2012, showed $1.65
million in total assets, $1.67 million in total liabilities, all
current, and a $23,149 total shareholders' deficit.


AMERICAN COMMERCE SOLUTIONS: Swings to $25K Net Income for Year
---------------------------------------------------------------
American Commerce Solutions, Inc., reported net income of $25,962
for the year ended Feb. 29, 2012 and a net loss of $385,280 for
the year ended Feb. 28, 2011.  It reported accumulated deficit at
Feb. 29, 2012 of $19,050,508.

As of Feb. 29, 2012, the Company had $5,040,665 in total assets
against $4,548,738 in total liabilities.

The Company is in default on several notes payable.  In an opinion
dated May 17, 2012, Peter Messineo, CPA, in Palm Harbor, Florida,
expressed substantial doubt about the Company's ability to
continue as a going concern.

The Company disclosed it has had preliminary discussions with
potential acquisition candidates, but has not completed any
acquisitions in the fiscal year ended Feb. 29, 2012. The Company
does have current understandings or arrangements (oral or written)
relating to specific acquisitions, but cannot give specific timing
to close the potential acquisitions.  Until binding agreements are
in place there can be no assurance that any proposed acquisition
will be consummated or that adequate, acceptable and affordable
financing will be available.

Furthermore, to the extent that acquisitions are consummated, the
Company's success or failure will depend upon management's ability
to integrate the acquired business into the company and
implementation of adequate management skills and systems necessary
to accomplish the Company's strategy.  Additionally, the Company
is unable to predict whether or when, once integrated, any
acquisition may achieve comparable levels of revenues,
profitability, or productivity as existing Company operations, or
otherwise perform as expected (including achievement of expected
synergies or financial benefits).  The Company may face
competition for desirable acquisitions from entities that may
possess greater resources than the Company.

A full-text copy of the Company's annual report on Form 10-K for
the period ended Feb. 29, 2012, is available at
http://is.gd/S3dDCV


ARCAPITA BANK: Says Tide Muddying the Waters
--------------------------------------------
Arcapita Bank B.S.C.(c) on Friday fired back at Tide Natural Gas
Storage I, LP and Tide Natural Gas Storage II, LP, in their
opposition to Arcapita's request (i) for joint administration of
its cases with affiliate Falcon Gas Storage Company, Inc., and
(ii) to let certain orders in Arcapita's cases be made applicable
to Falcon's, calling the objection misguided.

Arcapita said Tide?s Objection is "nothing more than an attempt to
muddy the waters by raising unrelated substantive issues that are
at the center of the litigation between Falcon and Tide that are
better resolved at later stages in the case into what is otherwise
a straightforward and purely procedural motion. " Arcapita pointed
out its request was simply an effort to save the unnecessary
administrative costs of preparing largely duplicative "first day"
motions and to preserve the value of their estates, a goal that is
mutually beneficial to both Falcon and its creditors.  The request
did not attempt to resolve -- nor would it have been appropriate
for it to do so -- any of the substantive issues in the claims
that Tide alleged against both Falcon and Arcapita Bank.

According to Arcapita, it took a broad view of the orders
previously entered by the Court that could potentially apply to
Falcon -- even if they do not currently apply to Falcon -- to
minimize the likelihood that they would have to make similar
motions in the future.  "There is no harm in being over-inclusive
because, if it turns out that an order never applied to Falcon,
then that order would have no effect on Falcon and its creditors
would not be harmed or prejudiced," Arcapita said.

To avoid pointless litigation over orders that are unlikely to
apply to Falcon in any event, Arcapita said it is willing to
withdraw its request that some motions and orders be made
applicable to Falcon.  These are:

     -- the Debtors? request to employ Rothschild Inc. and NM
        Rothschild & Sons Limited as financial advisors and
        investment bankers;

     -- the order approving specified information blocking
        procedures and permitting trading in claims against the
        Debtors upon establishment of a screening wall;

     -- the Ex Parte Bridge Order extending the time to file
        reports of financial information pursuant to Federal
        Rule of Bankruptcy Procedure 2015.3(a) and schedules
        and statements of financial affairs;

     -- the Debtors? request to employ KPMG LLP as valuation
        advisor;

     -- the final order authorizing the Debtors to (a) pay
        certain prepetition wages, salaries, and reimbursable
        employee expenses, (b) pay and honor employee medical
        and similar benefits, and (c) continue employee
        compensation and employee benefit programs;

     -- the order authorizing the Debtors to employ Trowers
        & Hamlins LLP as Bahraini counsel;

     -- the order granting the Debtors additional time to file
        reports of financial information pursuant to Federal
        Rule of Bankruptcy Procedure 2015.3;

     -- the order authorizing the Debtors to employ Linklaters
        LLP as special counsel; and

     -- the final order authorizing the Debtors to pay certain
        prepetition claims of critical and foreign vendors.

                       About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., later filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.
Falcon Gas is an indirect wholly owned subsidiary of Arcapita that
previously owned the natural gas storage business NorTex Gas
Storage Company LLC.  In early 2010, Alinda Natural Gas Storage I,
L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas
Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.)
acquired the stock of NorTex from Falcon Gas for $515 million.
Arcapita guaranteed certain of Falcon Gas' obligations under the
NorTex Purchase Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition
to its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group has roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from
the Grand Court of the Cayman Islands with a view to facilitating
the Chapter 11 cases.  AIHL sought the appointment of Zolfo
Cooper as provisional liquidator.


ARLIN GEOPHYSICAL: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Arlin Geophysical Company, Inc.
        c/o David E. Ross II, LC
        1912 Sidewinder Drive #209
        Park City, UT 84060

Bankruptcy Case No.: 12-26735

Chapter 11 Petition Date: May 23, 2012

Court: U.S. Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Perry Alan Bsharah, Esq.
                  BSHARAH LAW GROUP
                  8839 S. Redwood Road, Suite C-2
                  West Jordan, UT 84088
                  Tel: (801) 651-2064
                  Fax: (801) 606-7851
                  E-mail: perry@blgutah.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Skye Worthen, president.

Debtor's List of Its Five Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Internal Revenue Service           Taxes Owed           $5,496,000
Centerlised Insolvency
P.O. Box 21126
Philadelphia, PA 19114

Stantec Consulting, Inc.           Engineering             $53,895
c/o Darwin N. Bingham, Esq.        Consulting
15 West South Temple, Suite 600
Salt Lake City, UT 84101

Utah State Tax Commission          Taxes Owed                   $0

Barney Ng                          2nd Mortgage                 $0

R.E. Loans, LLC                    1st Mortgage                 $0


ARMTEC HOLDINGS: DBRS Downgrades Issuer Rating to 'B'
-----------------------------------------------------
DBRS has revised the Issuer Rating of Armtec Holdings Limited to B
from B (high) and the Instrument Rating of the Senior Unsecured
Debt to B (low) from B.  The trend for both ratings remains
Negative.  The recovery rating is unchanged at RR5.

The rating action reflects DBRS's concerns over the financial
stress and refinancing risks the Company will continue to face in
the coming one to two years.  Although the Company reported
improved first quarter 2012 results due to favourable weather
conditions and the effect of its Turnaround Plan (TP) execution so
far, DBRS expects that headwinds facing the Company are still
considerable and material improvement in financial metrics to
levels supporting a B (high) issuer rating is unlikely in the next
one to two years.

The negative trend reflects the risk that Armtec may not be able
to improve its senior debt-to-EBITDA ratio on time to comply with
the covenant of a maximum 5.0x, which will become effective on
June 30, 2012.  Achieving success in the TP and strong operating
results in the next two quarters, which represent high seasons for
the Company, is in DBRS's view critical to its ability to comply
with financial covenants when they become effective and to
alleviate its financial risks in the medium term.  The trend could
be revised to Stable if and when Armtec is able to reduce the
likelihood of payment acceleration in the $125 million Brookfield
Facility, either by demonstrating its ability to comply with its
financial covenants or by obtaining permanent amendment of the
covenants without punitive costs to the Company.

While DBRS recognizes the liquidity relief provided by the
Brookfield Facility, we believe that Armtec's operating cash flow
would not likely to support material and imminent deleveraging,
given its current highly geared capital structure and interest
burden.  Even assuming the full achievement of additional cash
flow benefits from Armtec's TP being implemented in 2012, we
expect the Company's coverage metrics to remain weak, with
adjusted debt-to-EBITDA to exceed 7.5x and cash interest coverage
of about 1.3-1.4x, both metrics considered consistent with its B
rating.  This is because the improved cash flows will be required
to cover the large interest payments associated with the
Brookfield facility, leaving limited resources for debt reduction.
Although the Company's decision to defer cash interest payments
beginning March 2012 could help conserve liquidity, this could
potentially increase future debt and interest burden, especially
if revenue and cash flow during the typically high seasons in the
second and third calendar quarters turn out to be lower than
expected.


AVENUE STORES: To Close 96 Stores as Part of Restructuring
----------------------------------------------------------
Avenue Stores, LLC, which operates the Avenue(R) brand of women's
fashion apparel, on May 25 began the process to close 96 stores
over the next three months.  The company previously announced
plans to selectively close and consolidate stores in order to
finalize a geographic footprint that maximizes profitability and
sales growth potential.  Upon completion of the closures, the
company will continue to operate more than 300 stores in 34
states, and offer online shopping at http://www.Avenue.com

During the closing process, the affected stores will offer
extraordinary sales on remaining inventory.  The sales will begin
immediately.

"This kind of necessary step is always a difficult decision given
the impact on employees and customers, but it is an important step
in concluding our successful recent restructuring, and will allow
us to focus our resources," said Elizabeth "Liz" Williams, Chief
Executive Officer of Avenue Stores, LLC.  "We thank our dedicated
employees and loyal customers.  We will be offering our customers
significant discounts at the closing stores during the closing
process.  Once the closures are complete, we invite customers to
shop with us at a nearby store or online at www.avenue.com."

Avenue is retaining employees throughout the closing process.  The
company is also developing strategies to make this process
seamless to its customers.  While Avenue Stores is presently
consolidating its base, the company intends to return to new store
growth at the appropriate time in the future.

                     About Avenue Stores, LLC

Based in Rochelle Park, N.J., Avenue Stores, LLC --
http://www.Avenue.com-- operates Avenue(R) stores throughout the
United States.


AWREY BAKERIES: Union Tosses Out Revised Contract Offer
-------------------------------------------------------
Karl Henkel at The Detroit News reports that about 150 union
workers at Awrey Bakeries Inc. have rejected a take-it-or-leave-it
contract proposal for the second time the past week.

Union members voted 73-63 to turn down the contract proposal, the
report quotes Ryan Corrigan, the union's steward, as saying.  The
102-year old bakery and union are at odds over a contract proposal
that would cut employee pay by $2 an hour, lay off 26 workers and
consolidate two work shifts into one, the report says.

According to the report, the union previously rejected the
proposal May 20 by six votes.  The report relates workers were
told in advance that if the union defeated the proposal, Awrey
would shut down, though the same ultimatum was given prior to the
May 20 vote.

The report says even, if the union had approved the deal, the
company planned to cut 26 union members.

Awrey in 2005 filed for Chapter 11 bankruptcy protection after
losing a major client and racking up $29.2 million in debt.  The
report recounts that same year, New York-based investment firm
Monomoy Capital Partners purchased Awrey out of bankruptcy in
partnership with Illinois-based Hilco Equity Management.  Hilco is
the majority owner of Awrey.

Monomoy had no comment Wednesday morning, the report says.

Monomoy -- http://www.mcpfunds.com/-- is an experienced team of
investment professionals focused on making controlling investments
in underperforming or orphan businesses in the small company
market that require turnaround management, operational
rationalization or financial restructuring.  Monomoy targets
fundamentally sound businesses with revenues less than $150
million facing a variety of business challenges.

The principals of Monomoy -- Stephen Presser, Daniel Collin,
Justin Hillenbrand and Philip Von Burg -- left KPS Special
Situations Fund in January 2005 to concentrate on restructuring
transactions in the smaller end of the middle market.

                       About Awrey Bakeries

Headquartered in Livonia, Michigan, Awrey Bakeries Inc. is a
national foodservice bakery serving markets ranging from
convenience stores to the U.S. Military.  The Company filed for
chapter 11 protection (Bankr. E.D. Mich. Case No. 05-43106) on
Feb. 2, 2005.  Judy B. Calton and Mitchell R. Meisner, Esq., at
Honigman Miller Schwartz and Cohn LLP, represent the Debtor in its
restructuring efforts.  Alan Bentley and Scott Burke represented
Mackinac Parners LLP, the debtor's financial adviser.  When it
filed for bankruptcy, the Debtor reported $35.4 million in assets
and $29.2 million in debts.


BAYTEX ENERGY: Moody's Corrects May 23 Ratings Release
-------------------------------------------------------
Moody's Investors Service issued a correction to Baytex Energy
Corp.'s May 23, 2012 ratings release.

Moody's upgraded Baytex Energy Corp.'s Corporate Family Rating
(CFR) and Probability of Default Rating (PDR) to Ba3 from B1, and
upgraded the company's senior unsecured notes to B1 from B3. An
SGL-2 Speculative Grade Liquidity rating was assigned. The outlook
is stable.

"The upgrade reflects Baytex's high proportion of oil in its
production stream, and strong operating cash flow, leverage on
production and interest coverage," said Terry Marshall, Moody's
Senior Vice President. "Baytex's use of multi-lateral horizontal
and thermal enhanced oil recovery techniques has allowed it to
grow production and reserves, while maintaining solid finding and
development costs. As well, the company has the ability to
monetize non-core assets as demonstrated by the April 2012
announced sale of a North Dakota asset."

Upgrades:

  Issuer: Baytex Energy Corp.

     Probability of Default Rating, Upgraded to Ba3 from B1

     Corporate Family Rating, Upgraded to Ba3 from B1

     Multiple Seniority Shelf, Upgraded to (P)B1, LGD5, 79% from
     (P)B3, LGD5, 83%

     Multiple Seniority Shelf, Upgraded to (P)B1, LGD5, 79% from
     (P)B3, LGD5, 83%

     Senior Unsecured Regular Bond/Debenture, Upgraded to B1,
     LGD5, 79%

     Senior Unsecured Regular Bond/Debenture, Upgraded to B1,
     LGD5, 79%

     Senior Unsecured Regular Bond/Debenture, Upgraded to B1,
     LGD5, 79%

     Senior Unsecured Regular Bond/Debenture, Upgraded to B1,
     LGD5, 79%

Assignments:

  Issuer: Baytex Energy Corp.

      Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

  Issuer: Baytex Energy Corp.

     Outlook, Changed To Stable From Rating Under Review

Ratings Rationale

Baytex's Ba3 Corporate Family Rating (CFR) reflects its relatively
small reserves, short reserve life in terms of proved developed
(PD) reserves, high leverage on PD reserves and high dividend
payments. At the same time, the rating considers Baytex's 85% oil-
weighted production platform and solid leveraged full cycle ratio
(LFCR), growing production profile, strong interest coverage, and
favorable leverage on production and retained cash flow.

The SGL-2 Speculative Grade Liquidity rating indicates good
liquidity through mid-2013. During this period Moody's expects
Baytex to have consume C$100 million of negative free cash flow,
which will be funded with drawings under the revolver. At March
31, 2012 Baytex had C$373 million available, after minimal letters
of credit, under its C$700 million senior secured revolving credit
facility due 2014. The revolver availability will increase
substantially if a portion of the below-mentioned asset sale
proceeds are used to reduce revolver drawings. The company should
be well in compliance with its three financial covenants (senior
secured debt to total capitalization not to exceed 0.55x, senior
secured debt to EBITDA not to exceed 3.0x, and total debt to
EBITDA not to exceed 3.5x) through mid-2013. While the Baytex's
assets are pledged under its revolver, the company has non-core
assets that form a source of alternate liquidity as evidenced by
the April 2012 agreement to sell non-operating North Dakota assets
for US$311 million.

The US$150 million and C$150 million senior unsecured notes are
rated one notch below the Ba3 CFR due to the existence in the
capital structure of the prior-ranking C$700 million senior
secured revolving credit facility.

The stable outlook reflects Baytex's growing production profile
and oil bias, favorable leverage in terms of production and strong
interest coverage. While a rating upgrade is not likely over the
near term, it would be possible if PD reserves were expanded
towards 100 million boe and the PD reserve life was increased
toward 6 years, while maintaining conservative financial metrics.
A negative outlook or downgrade could be considered if the
company's E&P debt to production or retained cash flow to debt
appear likely to fall below $25,000 and 25%, respectively.

The principal methodology used in rating Baytex Energy Corp. was
the Global Independent Exploration and Production Industry
Methodology published in December 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Baytex Energy Corp. is a Calgary, Alberta based independent
exploration and production (E&P) company that has proved reserves
of approximately 132 million barrels of oil equivalent (boe) and
average daily production of approximately 40'000 boe/d of which
80% is oil.


BERRY PETROLEUM: Moody's Issues Summary Credit Opinion
------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on Berry
Petroleum Company and includes certain regulatory disclosures
regarding its ratings.  The release does not constitute any change
in Moody's ratings or rating rationale for Berry Petroleum
Company.

Moody's current ratings on Berry Petroleum Company are:

Long Term Corporate Family Ratings (domestic currency) Rating of
B1 on watch for possible upgrade

Probability of Default Rating of B1 on watch for possible upgrade

Speculative Grade Liquidity Rating of SGL-2

Senior Unsecured (domestic currency) Rating of B2 on watch for
possible upgrade

Senior Unsec. Shelf (domestic currency) Rating of (P)B3 on watch
for possible upgrade

Subordinate Shelf (domestic currency) Rating of (P)Caa1 on watch
for possible upgrade

Pref. Shelf (domestic currency) Rating of (P)Caa2 on watch for
possible upgrade

LGD Senior Unsecured (domestic currency) Assessment of 75 - LGD5

RATINGS RATIONALE

Berry's B1 CFR reflects its growing rate of production and
attractive unlevered cash margins relative to other similarly
rated independent exploration and production (E&P) companies,
supported by its long-lived, positive cash-flowing legacy
California crude oil production. Recent acquisitions have
increased the company's leverage but have diversified the
company's reserve base and reduced its exposure to the higher cash
cost of production associated with California's heavy oil
production. However, as a result of the acquisitions, Berry's
reserve mix has shifted to a higher proportion of proved
undeveloped (PUD) reserves, which have increased as a proportion
of total proved to 51% at year-end 2010 from 32% five years ago, a
level of PUDs which is among the higher within its peer group.
Berry's diversification into Uinta, its more recent investments in
the Permian, and planned future California heavy oil expansions
are intended to offset the slow decline rate of Berry's legacy
California heavy oil production and to date have done so without
inflating its competitive F&D costs. However, relative to its B-
rated peers, Berry's weak ratio of debt per average daily
production reflects the cost of this expansion and growing
proportion of proved undeveloped reserves, somewhat offset by the
long-lived nature of its California legacy reserves.

The principal methodology used in rating Berry Petroleum was the
Global Independent Exploration and Production Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


BIOFUEL ENERGY: Has Until June 30 to Regain Nasdaq Compliance
-------------------------------------------------------------
BioFuel Energy Corp. received a letter advising that the Nasdaq
Listings Qualifications Panel had determined to grant the Company
a further extension of time, until June 30, 2012, to regain
compliance with the $1.00 bid price requirement for continued
listing on the NASDAQ Stock Market as set forth in Listing Rule
5550(a)(2).

The Company intends to regain compliance with the minimum bid
price requirement by timely effecting a reverse stock split.  The
Company's Board of Directors has determined: (a) to implement a
reverse split of outstanding shares of common stock and Class B
common stock at a ratio of 1-for-20, (b) to split the number of
authorized shares of common stock by a ratio of 1-for-14 (thereby
reducing the aggregate number of authorized shares to 10,000,000),
and (c) to split the number of authorized shares of Class B common
stock by a ratio of 1-for-20 (thereby reducing the aggregate
number of authorized shares to 3,750,000).  The Company expects to
implement these splits by filing an Amendment to its Amended and
Restated Certificate of Incorporation on or before June 15, 2012.

On May 24, 2012, the Company held its annual meeting of
stockholders, at which seven directors were re-elected to the
Company's Board of Directors:

   (1) Mark W. Wong;
   (2) Scott H. Pearce;
   (3) Elizabeth K. Blake;
   (4) David Einhorn;
   (5) Richard I. Jaffee;
   (6) John D. March; and
   (7) Ernest J. Sampias.

In addition, a proposal to amend the Company's Amended and
Restated Certificate of Incorporation to effect a reverse split of
the issued and outstanding shares of the Company's common stock
and Class B common stock, and to effect a reduction in the number
of authorized shares of common stock and Class B common stock,
each at a ratio of between 1-for-10 and 1-for-20, inclusive, each
of which ratios are to be determined at the discretion of the
Company's Board of Directors, was approved.  The ratification of
Grant Thornton LLP as the Company's independent registered public
accounting firm for the 2012 fiscal year was also approved.

                        About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

The Company reported a net loss of $10.36 million in 2011,
compared with a net loss of $25.22 million during the prior year.
The Company's balance sheet at March 31, 2012, showed $286.61
million in total assets, $197.36 million in total liabilities and
a $89.25 million in total equity.

                         Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31 2011,
commodity margins have narrowed since the end of 2011 and, should
current commodity margins continue for an extended period of time,
the Company may not generate sufficient cash flow from operations
to both service its debt and operate the Company's plants.  The
Company is required to make, under the terms of its Senior Debt
Facility, quarterly principal payments in a minimum amount of
$3,150,000, plus accrued interest.  The Company cannot predict
when or if crush spreads will fluctuate again or if the current
commodity margins will improve or worsen.  If crush spreads were
to remain at current levels for an extended period of time, the
Company may expend all of its sources of liquidity, in which event
the Company would not be able to pay principal and interest on its
debt.  Any inability to pay principal and interest on the
Company's debt would lead to an event of default under its Senior
Debt Facility, which, in the absence of forbearance, debt service
abeyance or other accommodations from the Company's lenders, could
require the Company to seek relief through a filing under the U.S.
Bankruptcy Code.


BLITZ USA: Hopkins Mfg Acquires F3 Brands for $14.6 Million
-----------------------------------------------------------
Michael Lauzon at Plastics News reports Hopkins Manufacturing
Corp. of Emporia, Kansas, acquired the assets of F3 Brands LLC, a
major manufacturer of oil drains, drain pans, lifting aids and
automotive ramps.  F3 Brands LLC is one of Blitz USA Inc.'s
businesses.

According to the report, Hopkins bought F3 on April 3.  Although
it did not announce the price paid, Blitz USA said in court
documents the sale netted Blitz $14.6 million, which was applied
against secured debt.  On Feb. 28, Blitz held an auction at its
Miami, Oklahoma plant to sell off surplus equipment.

According to the report, Hopkins said it will maintain the F3
manufacturing facility, which is separate from Blitz's main plant
in the city.  Hopkins will fold the F3 oil change products into
its FloTool line and the automotive ramps will continue under the
RhinoRamp trade name.

The report adds that in mid-March, the Debtors had chosen Fort
Worth, Texas, investment firm Scepter Holdings Inc. as stalking
horse bidder.

The report says, prior to sale, Blitz owed $41 million on a
secured term loan with the Bank of Oklahoma and another $22
million on unsecured notes.

                        About Blitz USA

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.


BROADWAY FINANCIAL: Failure to File 10-Q Violates Nasdaq Rule
-------------------------------------------------------------
Broadway Financial Corporation, parent company of Broadway Federal
Bank, f.s.b., has received a letter, dated May 23, 2012, from the
Nasdaq Listing Qualifications Department stating that the Company
is not in compliance with Nasdaq Listing Rule 5250(c)(1) because
the Company has not yet filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q for the first quarter
of 2012.  Rule 5250(c)(1) requires that Nasdaq listed companies
file their required periodic financial reports with the SEC on a
timely basis.  The Company is not able to complete its financial
statements as of and for the quarter ended March 31, 2012, and
therefore is not able to complete preparation of its first quarter
2012 Form 10-Q, because the Company has not obtained all
information needed to comply with the new fair value disclosure
requirements.

Under the Listing Rules of the Nasdaq Small-Cap Market, the
Company must submit a plan to Nasdaq within 60 calendar days from
the date of its receipt of the Nasdaq letter for coming into
compliance with Listing Rule 5250(c)(1).  If Nasdaq accepts the
plan, the Listing Rules further provide that Nasdaq may grant an
exception to the Company of up to 180 calendar days from the
original due date of the Company's Form 10-Q, or until Nov. 19,
2012, to regain compliance with Listing Rule 5250(c)(1). The
Company expects to file its first quarter 2012 Form 10-Q by
May 31, 2012.

                           About Broadway

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System ("FRB").  The Bank is currently
regulated by the Office of the Comptroller of the Currency ("OCC")
and the Federal Deposit Insurance Corporation ("FDIC").

Following the 2011 results, Crowe Horwath LLP, in Costa Mesa,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has a tax sharing liability to its
consolidated subsidiary that exceeds its available cash.  The
liability will be settled pursuant to the tax sharing agreement on
or before April 2, 2012, at which point the Company will run out
of operating cash.  "In addition, the Company is in default under
the terms of a $5 million line of credit with another financial
institution lender.  Finally, the Company has sustained recurring
operating losses mainly caused by elevated levels of loan losses,
and as discussed in Note 15, the Company and its Bank subsidiary,
Broadway Federal Bank are both under formal regulatory
agreements."

The Company reported a net loss of $9.5 million on $17.1 million
of net interest income (before provision for loan losses) in 2011,
compared with net income of $1.9 million on $20.8 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $713,000 for 2011, compared with
$2.4 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$418.5 million in total assets, $395.5 million in total
liabilities, and stockholders' equity of $23.0 million.


BRYAN KEROPIAN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bryan Keropian, D.D.S., A Professional Corporation
        dba Center for Snoring & CPAP Alternative
            Center for Craniofacial Pain
        18399 Ventura Boulevard, Suite 234
        Tarzana, CA 91356

Bankruptcy Case No.: 12-14784

Chapter 11 Petition Date: May 22, 2012

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: Michael Jay Berger, Esq.
                  LAW OFFICES OF MICHAEL JAY BERGER
                  9454 Wilshire Boulevard, 6th Floor
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  E-mail: michael.berger@bankruptcypower.com

Estimated Assets: $0 to $50,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-14784.pdf

The petition was signed by Bryan Keropian, president.


BUTLER ANIMAL: Moody's Upgrades Corp. Family Rating to 'Ba3'
------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Butler Animal Health Supply, LLC ("Butler") to Ba3 and probability
of default rating to B1. Concurrently, Moody's upgraded the
ratings on the company's senior secured credit facilities to Ba3.
The rating outlook remains stable.

The upgrade of the corporate family rating to Ba3 from B1 reflects
the expectation for continued improvement in the company's credit
metrics including debt leverage below 3.5 times and interest
coverage [(EBITDA-CAPEX)/interest expense] above 5 times. Strong
growth in 2011 significantly improved Butler's credit metrics
versus Moody's previous expectations.

The following rating actions were taken:

Corporate family rating upgraded to Ba3 from B1;

Probability of default rating upgraded to B1 from B2;

$50 million sr. secured revolving credit facility, due 2014,
upgraded to Ba3 (LGD3, 37%) from B1 (LGD3, 30%);

$91 million sr. secured term loan A, due 2014, upgraded to Ba3
(LGD3, 37%) from B1 (LGD3, 30%);

$203 million sr. secured term loan B, due 2015, upgraded to Ba3
(LGD3, 37%) from B1 (LGD3, 30%).

Ratings Rationale

The Ba3 corporate family rating incorporates Moody's expectation
that Butler will maintain good credit metrics for the Ba3 rating
category over the next twelve to eighteen months including Moody's
adjusted debt/EBITDA below 3.5 times and Moody's adjusted interest
coverage in excess of 5.0 times. The Ba3 rating also reflects the
relatively stable and recession resilient companion animal health
products end market and the company's sizeable market share.
Furthermore, Butler's recent ventures into software sales provide
support to the rating as software sales provide the company with
an opportunity to increase base business revenues. The latter is
achieved by an electronic inventory platform linked to Butler's
practice management software that is installed in veterinary
offices. However, the Ba3 rating is constrained by Butler's
revenue concentration in one end market and the intense
competition resulting from the fragmented nature of the animal
health products distribution industry. Additionally, the Ba3
rating considers Butler's low margins inherent to distributors.

The stable outlook is predicated on the company maintaining its
current liquidity profile including having a minimum of 15%
headroom under its financial covenants. Furthermore, the stable
outlook reflects Moody's expectation for continued use of free
cash flow for debt repayment rather than for acquisitions.

Ratings could be upgraded if adjusted debt-to-EBITDA was sustained
below 2.5 times, adjusted retained cash flow-to-debt was sustained
above 25%, and the company maintains a good liquidity position.

The ratings could be downgraded if the company's liquidity profile
deteriorates from its current level. In addition, if the company
pursues leveraging transactions or its operating performance were
to deteriorate such that adjusted debt leverage were expected to
rise to and remain above 4.0 times, the ratings could be
downgraded. Further, margin deterioration and projected decline in
retained cash flow-to-debt below 10% would place pressure on the
ratings.

The principal methodology used in rating Butler Animal Health
Supply, LLC, was the Global Distribution & Supply Chain Services
Industry Methodology published in November 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Dublin, Ohio, Butler Animal Health Supply, LLC -
a provider of companion animal health products in the U.S. - is a
subsidiary of Butler Animal Health Holding Company, LLC and does
business as Butler Schein Animal Health. The company is owned
71.5% by Henry Schein, Inc. and 28.5% by the former owners of
Butler Animal Health Supply, LLC including Darby Group. The
company's revenues in 2011 were approximately $1 billion.


BVO PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: BVO Properties, LLC
        4400 North Scottsdale Road
        Scottsdale, AZ 85251

Bankruptcy Case No.: 12-11348

Chapter 11 Petition Date: May 22, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Martin John McCue, Esq.
                  SCOTTSDALE LAW GROUP
                  15333 N. Pima Road, Suite 130
                  Scottsdale, AZ 85260
                  Tel: (480) 478-0709
                  Fax: (480) 478-0787
                  E-mail: mmccue@scottsdalelawgroup.com

Estimated Assets: $500,001 to $1,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/azb12-11348.pdf

The petition was signed by Victor J. Ostrovsky, managing member.


CHARLES STREET AME: Judge Directs Settlement Talks With Bank
------------------------------------------------------------
Jerry Kronenberg at Boston Herald reports that OneUnited Bank,
lender of Charles Street AME Church, argued before U.S. Bankruptcy
Court Judge Frank Bailey that the Roxbury congregation can't avoid
foreclosure by filing bankruptcy because it's just an arm of the
cash-rich African Methodist Episcopal movement.

The report notes Lawrence Edelman, Esq., represents Boston-based
OneUnited Bank.

Charles Street missed a $1.1 million "balloon" mortgage payment on
the building in December, but has been locked in legal disputes
with the bank over loans for years.  The church has proposed
repaying the $1.1 million over the next three decades as part of a
bankruptcy restructuring.

The report relates OneUnited has asked Judge Bailey to throw out
the case because it believes the church is just a unit of the AME
movement's First District, which the bank claims has millions in
assets.  Mr. Edelman argued the AME movement's constitution says
individual houses of worship are merely "held in trust for the
Greater Church."

The report say Charles Street dismissed the bank's position as "a
set of totally erroneous and bizarre arguments."

The report adds Judge Bailey didn't immediately rule on the bank's
request to throw out the case.  Instead, he asked the two sides to
get together and try to settle most of their dispute out of court.

Charles Street African Methodist Episcopal Church --
http://www.csrrc.org/-- is located in Roxbury, Massachusetts.
The Church is to advocate for the needs of community residents and
to strengthen individuals, families, and the community by
providing social, educational, economic, and cultural services.
The Church filed for Chapter 11 protection (Bankr. D. Mass. Case
No. 12-12292) on March 20, 2012, to prevent its lenders, OneUnited
Bank, from foreclosing on a $1.1 million loan and auctioning off
the church.  Judge Frank J. Bailey presides over the case.
Jonathan Lackow, Esq., at Ropes & Gray LLP, represents the Debtor.
The Debtor estimated both assets and debts of between $1 million
and $10 million.


CIRCUS AND ELDORADO: Can Use Noteholders' Cash Through June 12
--------------------------------------------------------------
Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
obtained interim authority to use cash securing amounts owed to
prepetition noteholders.  The Bankruptcy Court permitted the
Debtors to enter into a Cash Collateral Stipulation with The Bank
of New York Mellon Trust Company, N.A., the trustee with respect
to the Indenture, dated March 5, 2002, for the Debtors' 10-1/8%
Mortgage Notes due 2012.  As of the bankruptcy filing, the Debtors
owed not less than $142,800,000 with respect to the Mortgage
Notes, and $10,281,600 for unpaid interest on the Notes.

The Cash Collateral Stipulation acknowledges that US Foods Inc., a
trade creditor of the Debtors, has a properly perfected and
unavoidable lien in the Debtors' assets.  The Debtors waive all
rights to challenge the extent, validity, priority, perfection and
avoidability of the lien.  The Prepetition Indenture Trustee
reserves all of its rights with respect to the lien.

The Court will hold a final hearing on the cash use on June 12 at
2:30 p.m., prevailing Pacific Time.  Objections are due June 1.

The Prepetition Indenture Trustee may be reached at:

         The Bank of New York Mellon Trust Company, N.A.
         Global Corporate Trust
         601 Travis, 16th Floor
         Houston, TX 77002
         Attn: J. Chris Matthews
         E-mail: j.chris.matthews@bnymellon.com

The Prepetition Indenture Trustee is represented by:

         Craig A. Barbarosh, Esq.
         PILLSBURY WINTHROP SHAW PITTMAN LLP
         650 Town Center Drive, Suite 700
         Costa Mesa, CA 92626-7122
         E-mail: Craig.barbarosh@pillsburylaw.com

              - and -

         Karen B. Dine, Esq.
         PILLSBURY WINTHROP SHAW PITTMAN LLP
         1540 Broadway
         New York, NY 10036
         E-mail: Karen.dine@pillsburylaw.com

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a premier 19th century silver mining themed
hotel, casino and entertainment complex located in downtown Reno,
Nevada.  The casino and entertainment areas at Silver Legacy are
connected by skyway corridors to the neighboring Eldorado Hotel &
Casino and the Circus Circus Hotel and Casino, each of which are
owned by affiliates of the Debtors.  Together, the three
properties comprise the heart of the Reno market's prime gaming
area and room base.

Silver Legacy Capital Corp. is a wholly owned subsidiary of the
Joint Venture and was created and exists for the sole purpose of
serving as a co-issuer of the mortgage notes due 2012.  SLCC has
no operations, assets or revenues.

Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not
debtors in the Chapter 11 cases.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.

As a result, an aggregate of $142,800,000 principal amount of
Notes were outstanding and accrued interest of $7,229,250 on the
Notes, as of March 1, 2012, is due and payable.

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at http://is.gd/diDPh3
The RSA contemplates a proposed plan will be filed no later than
June 1, 2012.   The plan will contain creditor treatments that
have already been negotiated with and agreed to by creditor
constituents.  The Debtors will seek approval of the explanatory
disclosure statement within 45 days after the Petition Date and
obtain confirmation of the Plan 60 days later.

Judge Bruce T. Beesley presides over the case.  Paul S. Aronzon,
Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP,
serve as the Debtors' counsel.  The Debtors' financial advisor is
FTI Consulting Inc.  The claims agent is Kurtzman Carson
Consultants LLC.

Circus and Eldorado Joint Venture had assets of $264 million and
liabilities of $174 million as of March 31, 2012.  The petitions
were signed by Stephanie D. Lepori, chief financial officer.


CIRCUS AND ELDORADO: Wins 30-Day Extension of Schedules Filing
--------------------------------------------------------------
The Bankruptcy Court issued an interim order extending to 30 days
after the Chapter 11 filing date the deadline for Circus and
Eldorado Joint Venture and Silver Legacy Capital Corp. to file
their schedules of assets and liabilities and statements of
financial affairs, without prejudice to the Debtors' right to
request additional extensions.

Bankruptcy Code section 521(a) requires the debtor to file a
schedule of assets and liabilities and a statement of financial
affairs.  Bankruptcy Rule 1007(c) requires that the schedule of
assets and liabilities and statement of financial affairs be filed
within 14 days of the petition date, unless an extension of time
is granted for cause shown.  Local Rule 1007(d) similarly
contemplates that the debtor may file a motion for an extension of
time to file the schedules and statement within the 14-day period
provided by Bankruptcy Rule 1007.

The Debtors said they began work on their Schedules and Statements
prepetition with the understanding that, given the size and
complexity of their business, the Schedules and Statements will be
voluminous and require the Debtors' management and accounting
staff, with the assistance of the Debtors' financial advisor, to
devote a substantial amount of time and effort to complete them.
Nevertheless, to produce Schedules and Statements that are as
accurate as reasonably possible, and that reflect various aspects
of the Debtors' business as of the Petition Date, the Debtors
request a brief, approximately two-week extension of the filing
deadline.

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a premier 19th century silver mining themed
hotel, casino and entertainment complex located in downtown Reno,
Nevada.  The casino and entertainment areas at Silver Legacy are
connected by skyway corridors to the neighboring Eldorado Hotel &
Casino and the Circus Circus Hotel and Casino, each of which are
owned by affiliates of the Debtors.  Together, the three
properties comprise the heart of the Reno market's prime gaming
area and room base.

Silver Legacy Capital Corp. is a wholly owned subsidiary of the
Joint Venture and was created and exists for the sole purpose of
serving as a co-issuer of the mortgage notes due 2012.  SLCC has
no operations, assets or revenues.

Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not
debtors in the Chapter 11 cases.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.

As a result, an aggregate of $142,800,000 principal amount of
Notes were outstanding and accrued interest of $7,229,250 on the
Notes, as of March 1, 2012, is due and payable.

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at http://is.gd/diDPh3
The RSA contemplates a proposed plan will be filed no later than
June 1, 2012.   The plan will contain creditor treatments that
have already been negotiated with and agreed to by creditor
constituents.  The Debtors will seek approval of the explanatory
disclosure statement within 45 days after the Petition Date and
obtain confirmation of the Plan 60 days later.

Judge Bruce T. Beesley presides over the case.  Paul S. Aronzon,
Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP,
serve as the Debtors' counsel.  The Debtors' financial advisor is
FTI Consulting Inc.  The claims agent is Kurtzman Carson
Consultants LLC.

Circus and Eldorado Joint Venture had assets of $264 million and
liabilities of $174 million as of March 31, 2012.  The petitions
were signed by Stephanie D. Lepori, chief financial officer.


CIRCUS AND ELDORADO: May Hire Kurtzman Carson as Claims Agent
-------------------------------------------------------------
Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
obtained an interim order authorizing them to employ Kurtzman
Carson Consultants LLC as their official claims, noticing and
balloting agent.

Albert Kass, the Vice President of Corporate Restructuring
Services for Kurtzman Carson Consultants, attests his firm
represents or holds no interest adverse to the Debtors or their
estates with respect to the matters upon which KCC is to be
engaged and is a "disinterested person" as that term is defined in
Bankruptcy Code section 101(14) as modified by Bankruptcy Code
section 1107(b).

On Feb. 23, 2012, the Debtors provided KCC with a $10,000
retainer.  As of the Petition Date, KCC held the amount.  Prior to
the Petition Date, the Debtors have paid to KCC in the aggregate
and exclusive of the retainer $7,500.  Following termination of
services, KCC will return any balance remaining in the retainer to
the Debtors following the application of the amount against any
unpaid and uncontested fees and expenses.

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a premier 19th century silver mining themed
hotel, casino and entertainment complex located in downtown Reno,
Nevada.  The casino and entertainment areas at Silver Legacy are
connected by skyway corridors to the neighboring Eldorado Hotel &
Casino and the Circus Circus Hotel and Casino, each of which are
owned by affiliates of the Debtors.  Together, the three
properties comprise the heart of the Reno market's prime gaming
area and room base.

Silver Legacy Capital Corp. is a wholly owned subsidiary of the
Joint Venture and was created and exists for the sole purpose of
serving as a co-issuer of the mortgage notes due 2012.  SLCC has
no operations, assets or revenues.

Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not
debtors in the Chapter 11 cases.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.

As a result, an aggregate of $142,800,000 principal amount of
Notes were outstanding and accrued interest of $7,229,250 on the
Notes, as of March 1, 2012, is due and payable.

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at http://is.gd/diDPh3
The RSA contemplates a proposed plan will be filed no later than
June 1, 2012.   The plan will contain creditor treatments that
have already been negotiated with and agreed to by creditor
constituents.  The Debtors will seek approval of the explanatory
disclosure statement within 45 days after the Petition Date and
obtain confirmation of the Plan 60 days later.

Judge Bruce T. Beesley presides over the case.  Paul S. Aronzon,
Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP,
serve as the Debtors' counsel.  The Debtors' financial advisor is
FTI Consulting Inc.  The claims agent is Kurtzman Carson
Consultants LLC.

Circus and Eldorado Joint Venture had assets of $264 million and
liabilities of $174 million as of March 31, 2012.  The petitions
were signed by Stephanie D. Lepori, chief financial officer.


CITY NATIONAL BANCSHARES: KPMG Raises Going Concern Doubt
---------------------------------------------------------
KPMG LLP in Short Hills, New Jersey, said in a May 25, 2012 audit
report there is substantial doubt on the ability of City National
Bancshares Corporation and subsidiary to continue as a going
concern, citing the Company's recurring losses from operations and
entry into a consent order with the Office of the Comptroller of
the Currency.

CNBC ended the year in the red for the third straight year.  CNB
posted a net loss of $3.677 million for the year ended Dec. 31,
2011; $7.457 million for 2010; and $7.822 million for 2009.  At
Dec. 31, 2011, CNBC had consolidated total assets of $358.4
million, total deposits of $299.3 million, total liabilities of
$338.671 million, and stockholders' equity of $19.8 million.

The Bank was subject to a formal agreement with the Office of the
Comptroller of the Currency of the United States, which required,
among other things, the enhancement and implementation of certain
programs to reduce the Bank's credit risk, along with the
development of a capital and profit plan, the development of a
contingency funding plan and the correction of deficiencies in the
Bank's loan administration.  The Bank failed to comply with
certain provisions of the Formal Agreement; and failed to comply
with the higher leverage ratio of 9% required to be maintained.
Due to the Bank's condition, the OCC has required that the Bank
enter into the Consent Order of Dec. 22, 2010 with the OCC, which
contains a list of requirements.  The Order supersedes and
replaces the Formal Agreement.  The Consent Order among other
things requires that by March 31, 2011, and thereafter, the Bank
must maintain total capital at least equal to 13% of risk-weighted
assets and Tier 1 leverage capital at least equal to 9% of
adjusted total assets.  This requirement means that the Bank is
not considered "well-capitalized" as otherwise defined in
applicable regulations.

A full-text copy of the Company's annual report on Form 10-K for
the period ended Dec. 31, 2011, is available at
http://is.gd/Am3Ocr

                         Delays Form 10-Q

City National has determined that it is unable to file its
quarterly report on Form 10-Q for the quarter ended March 31,
2012, with the SEC by the May 15, 2012, due date.  The Company is
not able to file a timely Form 10-Q because the Company has not
completed its consolidated financial statements and related
disclosures for the quarter ended March 31, 2012.

As previously reported, the the Company was delayed in filing its
annual report on Form 10-K for the year ended Dec. 31, 2011.  The
delay in the preparation and anticipated filing of the Company's
Form 10-K resulted in the Company requiring additional time to
complete its consolidated financial statements and related
disclosures for the quarter ended March 31, 2012, and for its
independent auditors to complete their required review of those
financial statements and related disclosures.  The Company
currently anticipates filing its Form 10-Q for the quarter ended
March 31, 2012, with the SEC in June 2012.

                  About City National Bancshares

City National Bancshares Corporation, a New Jersey corporation
incorporated on Jan. 10, 1983, is the holding company for the City
National Bank of New Jersey.  The bank has two subsidiaries, City
National Investments, Inc., an investment company which holds,
maintains and manages investment assets for CNB, and North Newark
Realty Corporation, which holds foreclosed properties.


CLAIRE'S STORES: Files Form 10-Q, Incurs $19.9MM Net Loss in Q1
---------------------------------------------------------------
Claire's Stores, Inc., filed with the U.S. Securities and Exchange
Commission is quarterly report on Form 10-Q disclosing a net loss
of $19.92 million on $340.61 million of net sales for the three
months ended April 28, 2012, compared with a net loss of $19.59
million on $346.44 million of net sales for the three months ended
April 30, 2011.

The Company's balance sheet at April 28, 2012, showed
$2.77 billion in total assets, $2.80 billion in total liabilities,
and a $39.53 million stockholders' deficit.

A copy of the Form 10-Q is available for free at:

                       http://is.gd/FDKyy8

                      About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

                        Bankruptcy Warning

If the Company is unable to generate sufficient cash flow and is
otherwise unable to obtain funds necessary to meet required
payments of principal, premium, if any, and interest on its
indebtedness, or if the Company otherwise fail to comply with the
various covenants, including financial and operating covenants in
the instruments governing its indebtedness, the Company could be
in default under the terms of the agreements governing those
indebtedness.  In the event of that default:

  * the holders of those indebtedness may be able to cause all of
    the Company's available cash flow to be used to pay those
    indebtedness and, in any event, could elect to declare all the
    funds borrowed thereunder to be due and payable, together with
    accrued and unpaid interest;

  * the lenders under the Company's Credit Facility could elect to
    terminate their commitments thereunder, cease making further
    loans and institute foreclosure proceedings against the
    Company's assets; and

  * the Company could be forced into bankruptcy or liquidation.


CLEAR CHANNEL: Bank Debt Trades at 22% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 78.40 cents-on-the-dollar during the week ended Friday, May 25,
a drop of 2.56 percentage points from the previous week, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  The Company pays 3665 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Jan. 30,
2016, and carries Moody's 'Caa1' rating and Standard & Poor's
'CCC+' rating.  The loan is one of the biggest gainers and losers
among 137 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                        About Clear Channel

San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc.  CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers.  The Company's businesses
include radio and outdoor displays.

Clear Channel Communications, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss attributable to the Company of $143.63
million on $1.36 billion of revenue for the three months ended
March 31, 2012, compared with a net loss attributable to the
Company of $131.83 million on $1.32 billion of revenue for the
same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $16.48
billion in total assets, $24.29 billion in total liabilities, and
a $7.80 billion total members' deficit.

At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.

                           *     *     *

The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary.  The Rating Outlook is Stable.

Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2014 and 2016;
the considerable and growing interest burden that pressures free
cash flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue.  The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.


CLEVELAND ELECTRIC: Fitch Affirms Issuer Default Rating at 'BB+'
----------------------------------------------------------------
Fitch has affirmed the long-term ratings of the regulated electric
utility subsidiaries of FirstEnergy Corp. (FE, Issuer Default
Rating 'BBB'; Outlook Negative by Fitch).

Utility companies included in the rating action are: Ohio Edison
Co. (OE); Pennsylvania Power Co. (Penn Power); Toledo Edison Co.
(TE); Cleveland Electric Illuminating Co. (CEI); Metropolitan
Edison (MetEd); Pennsylvania Electric Co. (PenElec); West Penn
Power Co. (WPP), Jersey Central Power & Light Co. (JCPL); Potomac
Edison (PotEd); Monongahela Power Co. (MP); Trans-Allegheny
Interstate Line Co. (TrAILCo); and, American Transmission Systems
Inc. (ATSI).

In addition, Fitch has downgraded the short-term ratings of the
above mentioned utilities, with the exception of TrAILCo and ATSI,
to F3 from F2.  The reduction in short-term ratings reflects
Fitch's more common corporate long-term/short-term notching.
TrAILCo and ATSI's short-term IDRs have been affirmed at 'F2'.

The Rating Outlook is Stable for all the aforementioned utilities.
Approximately $11 billion of debt is affected by the rating
action.

Concurrently, Fitch has taken several rating actions impacting the
ratings of FE and its unregulated power supply subsidiaries.  For
additional details, please refer to Fitch's press release titled
'Fitch Affirms FirstEnergy Corp & FirstEnergy Solutions at 'BBB';
Outlook Revised to Negative' dated May 24, 2012.

Key rating drivers for the electric transmission and distribution
(T&D) companies include:

  -- Low risk regulated T&D operations, with no commodity exposure
  -- Electric security plan (ESP) in place for Ohio utilities (OE,
     TE, CEI) through 2014, likely to be extended through May 2016
  -- Reasonably balanced regulatory environments in Pennsylvania
     and New Jersey
  -- Below average, albeit improving, regulatory environments in
     Maryland and West Virginia
  -- Functional and financial ties with parent, FE

FE's electric utility subsidiaries are primarily distribution
operating companies serving significant portions of Ohio,
Pennsylvania, New Jersey, Maryland and West Virginia.  The
utilities benefit from generally balanced regulatory
jurisdictions, relatively low risk profiles and credit metrics
that are generally consistent with the rating categories.  Ohio,
Pennsylvania and New Jersey account for more than 85% of FE's
total estimated 2012 electric distribution deliveries.

FE's electric utility subsidiaries participate in a money pool and
have sub-limits that allow them to borrow under the parent
company's $2 billion credit facility.  FE recently renegotiated
the $2 billion facility, extending its termination date to May,
2017.  In addition, FE Transmission, ATSI, and TrAILCO closed on a
$1 billion five-year credit facility, which replaces the $450
million TrAILCo credit facility.

Fitch expects management to invest significant capital in its
distribution and transmission businesses over the next several
years to enhance service quality and reliability.

While the transition to competition in Ohio has been a slowly
evolving, sometimes controversial process, FirstEnergy moved early
to separate its generation out of the regulatory compact.  In
Fitch's opinion, its distribution utilities in the state, OE, CEI
and TE, are likely to benefit from a relatively balanced
regulatory environment.

FE's Ohio-based utilities have Public Utilities Commission of Ohio
(PUCO)-approved electric security plans (ESP) in effect.  The ESPs
include generation supply procurement via competitive bid process,
no increase in base distribution rates through May 31, 2014 and a
rider to recover a return of and on capital investment in the
utilities' delivery system.

In April 2012, FE filed to extend the ESPs through May 2016.
Under the proposal, the last two auctions in the current plans
(scheduled for October 2012 and January 2013) would extend the
time frame from one to three years, locking in low power prices
for consumers.  A final ruling in the proposed rate agreement is
expected in June 2012.

The filing is supported by 19 parties including: Industrial Energy
Users, Ohio Energy Group, PUCO Staff, the City of Akron, Ohio
Manufacturers Association, Ohio Partners for Affordable Energy,
and the Council of Smaller Enterprises.

FE's Pennsylvania-based utilities exited their multi-year
transition-to-competition plans Dec. 31, 2010.  Pennsylvania
Public Utility Commission-approved default service plans are in
place through May 31, 2015.

Fitch considers New Jersey regulation to be supportive of JCP&L's
credit ratings.  Importantly, the power to serve electric
customers that do not select a competitive generation provider is
procured through a competitive bid process, and JCP&L is not at
risk for fluctuations in market prices.

The division of rate counsel (DRC) filed a petition asserting that
JCP&L may be earning an unreasonable return on its New Jersey rate
base and requesting that the New Jersey Board of Public Utilities
(BPU) order JCP&L to file a base rate case to determine if the
utility's current rates are just and reasonable.

The company has asserted in its testimony in the proceeding that
there are errors and inaccuracies in the DRC's calculations and
that JCP&L's rates are just and reasonable.  The BPU President is
the presiding officer in the case.  A ruling in the proceeding is
expected in June 2012.

MP operates under a traditional, integrated regulatory model in
West Virginia.  While the regulatory environment in West Virginia
has been somewhat restrictive from an investor viewpoint recent
decisions have been more balanced in Fitch's view.

MP owns approximately 2,700 megawatts of generating capacity and
intends to close the Albright, Willow Island and Rivesville coal-
fired generation plants as part of FE and its subsidiaries' plan
to comply with the EPA's Mercury and Air Toxics Standard (MATS).
The plants earmarked for closure represent 660 megawatts of
generating capacity and are expected to close by September 1,
2012.

MP is contractually obligated to provide generation to PotEd to
meet its load obligations in West Virginia.

PotEd provides transmission and distribution services in portions
of Maryland and West Virginia.

In recent years, energy regulation has been less of a political
focal point in Maryland than it had been previously, in Fitch's
opinion.  This period of relative calm in Maryland follows a
multi-year period in which the regulatory environment had been
highly politicized.

The rating affirmations with Stable Rating Outlooks for TrAILCo
and ATSI reflect constructive FERC regulation, relatively
predictable operating earnings and cash flows and credit metrics
consistent with the rating category.

Fitch has taken the following rating actions:

Ohio Edison Company

  -- Issuer Default Rating (IDR) affirmed at 'BBB-'
  -- Senior Secured debt affirmed at 'BBB+'
  -- Senior unsecured debt and revenue bonds affirmed at 'BBB'
  -- Short-term IDR and commercial paper downgraded to 'F3' from
     'F2'

Pennsylvania Power

  -- IDR affirmed at 'BBB-'
  -- Senior Secured debt affirmed at 'BBB+'
  -- Short-term IDR downgraded to 'F3' from 'F2'

Cleveland Electric Illuminating Co.

  -- IDR affirmed at 'BB+'
  -- Senior Secured debt affirmed at 'BBB'
  -- Senior unsecured debt affirmed at 'BBB-'
  -- Short-term IDR withdrawn

Toledo Edison

  -- IDR affirmed at 'BB+'
  -- Senior Secured debt affirmed at 'BBB'
  -- Short-term IDR withdrawn

BVPS II Funding Corp.

  -- Secured debt affirmed at 'BBB'

Beaver Valley II Funding Corp.

  -- Senior Secured debt affirmed at 'BBB'

PNPP II Funding Corp.

  -- Secured Debt affirmed at 'BBB-'

Jersey Central Power & Light

  -- IDR affirmed at 'BBB'
  -- Senior unsecured debt affirmed at 'BBB+'
  -- Short-term IDR and commercial paper downgraded to 'F3' from
     'F2'

Pennsylvania Electric Co.

  -- IDR affirmed at 'BBB-'
  -- Senior Secured debt affirmed at 'BBB+'
  -- Senior unsecured debt affirmed at 'BBB'
  -- Short-term IDR and commercial paper downgraded to 'F3' from
     'F2'

MetEd

  -- IDR affirmed at 'BBB'
  -- Senior Secured affirmed at 'A-'
  -- Senior unsecured affirmed at 'BBB+'
  -- Short-term IDR and commercial paper downgraded to 'F3' from
     'F2'

Monongahela Power

  -- IDR affirmed at 'BBB'
  -- Senior Secured debt affirmed at 'A-'
  -- Secured revenue bonds affirmed at 'A-'
  -- Senior unsecured revenue bonds affirmed at 'BBB+'
  -- Short-term IDR downgraded to 'F3' from 'F2'

Potomac Edison

  -- IDR affirmed at 'BBB';
  -- Senior Secured debt affirmed at 'A-'
  -- Secured revenue bonds affirmed at 'A-'
  -- Senior unsecured debt affirmed at 'BBB+'
  -- Senior unsecured revolving credit facility affirmed at 'BBB+'
  -- Short-term IDR downgraded to 'F3' from 'F2'

West Penn Power

  -- IDR affirmed at 'BBB'
  -- Senior Secured debt affirmed at 'A-'
  -- Senior unsecured revolving credit facility affirmed at 'BBB+'
  -- Short-term IDR downgraded to 'F3' from 'F2'

Trans-Allegheny Interstate Line Co.

  -- IDR affirmed at 'BBB+'
  -- Senior unsecured debt affirmed at 'A-'
  -- Senior unsecured revolving credit facility affirmed at 'A-'
  -- Short-term IDR affirmed at 'F2'

American Transmission Systems Inc.

  -- IDR affirmed at 'BBB+'
  -- Senior unsecured debt affirmed at 'A-'
  -- Short-term IDR affirmed at 'F2'


COACH AMERICA: MV Transport Acquires LA-DOT Contract
----------------------------------------------------
MV Transportation Inc. said it has purchased the contract for the
Los Angeles Department of Transportation Commuter Express service
following the Chapter 11 bankruptcy filing and subsequent auction
of Coach America Holdings, Inc. assets.  The agreement was
approved by the United States Bankruptcy Court for the District of
Delaware.

MV Transportation will replace Coach America as LA DOT's Northern
provider of Commuter Express and DASH services on June 1, 2012.
Under the terms of the 5 year, roughly $55 million agreement, MV
will operate 27 neighborhood circular bus routes and seven daily
commuter routes throughout the San Fernando, Simi and San Gabriel
Valleys in addition to West Los Angeles and downtown.  Overall, MV
will operate 82 commuter coaches and transit buses and will have a
staff of more than 130 employees.

"We welcome this work and the employees back to MV
Transportation," said Kevin A. Klika, Chief Operating Officer at
MV.  "Since we were the previous contractor for a portion of this
service, our team is highly familiar with the Commuter Express
operation and LADOT's standards for the DASH Services.  This will
be a seamless transition for the passengers, the employees and the
Los Angeles Department of Transportation."

MV Transportation also holds the contract for LADOT's central and
southern Los Angeles routes, awarded in August 2011 through a
competitive bidding process.  In addition, MV Transportation
operates more than 30 other contracts in the Greater Los Angeles
area.

                      About MV Transportation

Based in Dallas, MV Transportation Inc. provides paratransit
services.  The company employs more than 16,000 dedicated transit
professionals and operates more than 200 paratransit, fixed-route,
shuttle, school bus and Medicaid contracts in 29 states, the
District of Columbia, Canada and Saudi Arabia.

                      About Coach America

Coach America -- http://www.coachamerica.com/-- was the largest
tour and charter bus operator and the second largest motorcoach
service provider in the U.S.  Coach America operated the second
largest fleet in the U.S. with over 3,000 vehicles, including over
1,600 motorcoaches, primarily under the Coach America, American
Coach Lines and Gray Line brands.

Coach America Holdings Inc. and its U.S.-based subsidiaries filed
to reorganize under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D. Del. Lead Case No. 12-10010) on Jan. 3, 2012.  Judge Kevin
Gross presides over the case.  Coach America's investment banker
is Rothschild Inc., legal counsel are Lowenstein Sandler PC and
Polsinelli Shughart, and its financial advisor is Alvarez & Marsal
North America LLC.  BMC Group Inc. serves as the Debtors' notice,
claims and balloting agent.

Coach America disclosed $274 million in assets and $402 million in
liabilities as of Nov. 30, 2011.  Liabilities include $318.7
million owing on first-lien debt with JPMorgan Chase Bank NA as
agent.  Second-lien debt, with Bank of New York Mellon Corp. as
agent, is $30.5 million.

Attorneys for JPMorgan, as Prepetition First Lien Agent and DIP
Agent, are Brian M. Resnick, Esq., at Davis Polk & Wardwell LLP;
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.

In February 2012, Coach America named Laura Hendricks, the
company's vice president for business development, as its new
chief executive.


COLT DEFENSE: S&P Cuts Corp. Credit Rating to 'CCC+' on Pact Loss
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Connecticut-based Colt Defense LLC, including the corporate credit
rating to 'CCC+' from 'B-'. "We are removing all ratings from
CreditWatch, where we had placed them with negative implications
on May 8, 2012. The outlook is stable," S&P said.

"The downgrade reflects the negative long-term impact of
increasing competition for Colt's primary product, the M4 rifle,"
said Standard & Poor's credit analyst Chris Mooney. "The U.S. Army
recently selected Remington Arms Co., owned by Freedom Group Inc.
(B+/Stable/--), for an $84 million contract through 2017 to supply
the standard-issue M4 rifle. Colt had been the sole-source
supplier to the U.S. government since 1997, and this represents
the first time the Army has awarded the contract to a competitor."

Colt is protesting this award, but even if it's reversed, this
signifies heightened competition for future U.S. sales,
particularly as Colt prepares to bid on the future replacement
rifle, scheduled to be awarded in 2013.

"We believe the near-term financial impact of the contract loss is
limited, as our analysis already assumed zero M4 sales to the U.S.
military in 2012 due to U.S. troop withdrawals from the Middle
East," Mr. Mooney said. "However, increased competition and
pressures on the U.S. defense budget could result in the company
having to accept lower margins to win new business."

Liquidity is adequate, but Standard & Poor's expects credit
protection measures to remain very weak in 2012, as international
and law enforcement sales do not fully offset lower demand from
the U.S. military.


COMMUNITY HOME: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Community Home Financial Services, Inc.
        234 E. Capitol, Suite 200
        Jackson, MS 39201

Bankruptcy Case No.: 12-01703

Chapter 11 Petition Date: May 23, 2012

Court: U.S. Bankruptcy Court
       Southern District of Mississippi (Jackson Divisional
       Office)

Judge: Edward Ellington

About the Debtor: Community Home Financial is a specialty finance
                  company located in Jackson, Mississippi
                  providing contractors with financing for their
                  customers.  CHFS operates from one central
                  location providing financing through its dealer
                  network throughout 25 states, Alabama, Delaware,
                  and Tennessee.

Debtor's Counsel: Jonathan Bissette, Esq.
                  WELLS MARBLE & HURST, PLLC
                  300 Concourse Boulevard, Suite 200
                  Ridgeland, MS 39157
                  Tel: (601) 605-6900

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by William D. Dickson, president.

Debtor's List of Its Seven Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Edwards Family Partnership         Loan                 $5,000,000
3907 Greenway
Baltimore, MD

Beher Holdings Trust               Contract             $4,000,000
c/o Church Bay Trust Co. Ltd.
31 Victoria Street,
Hamilton HM 10 Bermuda

Blue World Pools                   Trade Debt             $500,000
120 Interstate N. Parkway E 426
Atlanta, GA 30339

HW Funds Group, LLC                Contract               $150,000

Lightyear Network Solutions        Trade Debt              $35,000

Indecomm Global Services           Trade Debt              $30,000

Ct Corporation                     Trade Debt              $12,000


CORD BLOOD: Amends Third Quarter 2011 Report
--------------------------------------------
Cord Blood America, Inc., filed with the U.S. Securities and
Exchange Commission amendment no. 1 to its quarterly report for
the period ended Sept. 30, 2011, filed on Nov. 14, 2011.  The
amendment was necessary to reflect the restatement relating to the
valuation of the shares issued to Ironridge Global IV, Ltd., an
unrelated party, in connection with a settlement agreement the
Company entered into in August 2011 in exchange for the transfer
to Ironridge of certain claims against the Company in the amount
of $260,695 due for services provided to the Company, which had
not been paid.  This restatement was necessary to recognize the
value of those shares issued based on the fair value of the shares
at the date of issuance as required by FASB ASC 505-50-30, Equity
-Based Payments to Non-Employees.

This restatement changes the reported net loss for the three and
nine months ended Sept. 30, 2011.

The restated statement of operations reflects a net loss of
$1.46 million on $1.49 million of revenue for the three months
ended Sept. 30, 2011, compared with a net loss of $979,453 on
$1.49 million of revenue as originally reported.

The restated statement of operations also reflects a net loss of
$4.31 million on $4.38 million of revenue for the nine-month
period ended Sept. 30, 2011, compared with $3.82 million on
$4.38 million of revenue as previously reported.

A copy of the amended quarterly report is available at:

                        http://is.gd/c21F01

                      About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

Cord Blood reported a net loss attributable to the Company of
$5.97 million in 2011, compared with a net loss attributable
to the Company of $8.09 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $7.35 million
in total assets, $8.22 million in total liabilities and a $878,836
total stockholders' deficit.

For 2011, Rose, Snyder & Jacobs, LLP, in Encino, California,
expressed substantial doubt substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has sustained recurring operating losses,
continues to consume cash in operating activities, and has
insufficient working capital and an accumulated deficit at
Dec. 31, 2011.


CORNERSTONE BANCSHARES: Ten Directors Elected at Annual Meeting
---------------------------------------------------------------
The 2012 annual shareholders meeting of Cornerstone Bancshares,
Inc., was held on April 26, 2012.  The ten nominees were elected
to serve on the Board of Directors for a term expiring in 2013,
namely:

   (1) B. Kenneth Driver;
   (2) Karl Fillauer;
   (3) David G. Fussell;
   (4) Nathaniel F. Hughes;
   (5) Lawrence D. Levine;
   (6) Frank S. McDonald;
   (7) Doyce G. Payne, M.D.;
   (8) Wesley M. Welborn;
   (9) Billy O. Wiggins; and
  (10) Marsha Yessick.

The appointment of Hazlett, Lewis & Bieter, PLLC, as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2012, was ratified.

                   About Cornerstone Bancshares

Chattanooga, Tenn.-based Cornerstone Bancshares, Inc. is a bank
holding company.  Its wholly-owned subsidiary, Cornerstone
Community Bank, is a Tennessee-chartered commercial bank with five
full-service banking offices located in Hamilton County,
Tennessee.

Cornerstone reported net income of $1.03 million in 2011, compared
with a net loss of $4.70 million in 2010.

The Company's balance sheet at March 31, 2012, showed $417.47
million in total assets, $381.58 million in total liabilities and
$35.88 million in total stockholders' equity.

Cornerstone said in its 2011 annual report that as of Dec. 31,
2011, the Company had one loan, currently being serviced by
Midland Loan Services for the FDIC, which totaled approximately $3
million.  The loan contains certain compliance covenants which
include stated minimum or maximum target amounts for Cornerstone's
capital levels, the Bank's capital levels, nonperforming asset
levels at the Bank and the ability of Cornerstone to meet the
required debt service coverage ratio, which is computed on the
four most recent consecutive fiscal quarters.  Due to the level of
nonperforming assets of the Bank and not currently meeting the
required debt service coverage ratio, Cornerstone was not in
compliance with these two covenants at Dec. 31, 2011.  However,
Cornerstone had previously obtained waivers through Dec. 31, 2011.
During March 2012, Cornerstone obtained from the FDIC a waiver of
the covenant compliance requirements through Dec. 31, 2012,
granted that all payments are made in accordance with the
aforementioned repayment schedule.  However, if the Company is
unable to comply with those covenants or obtain an additional
waiver from the lender for violations that occur after Dec. 31,
2012, if any, the lender may declare the loan in default and take
possession of the Bank's common stock.  If this event were to
occur, Cornerstone's assets and operations would be substantially
reduced and therefore its ability to continue as a going concern
would be in substantial doubt.

                           Consent Order

The Company disclosed in 10-Q for the quarter ended June 30, 2010,
that following the issuance of a written report by the Federal
Deposit Insurance Corporation and the Tennessee Department of
Financial Institutions concerning their joint examination of
Cornerstone Community Bank in October 2009, the Bank entered a
consent order with the FDIC on April 2, 2010, and a written
agreement with the TDFI on April 8, 2010, each concerning areas of
the Bank's operations identified in the report as warranting
improvement and presenting substantially similar plans for making
those improvements.

The consent order and written agreement, which the Company
collectively refers to as the "Action Plans", convey specific
actions needed to address certain findings from the joint
examination and to address the Company's current financial
condition.  The Action Plans contain a list of strict requirements
ranging from a capital directive, which requires the Company to
achieve and maintain minimum regulatory capital levels in excess
of the statutory minimums to be well-capitalized, to developing a
liquidity risk management and contingency funding plan, in
connection with which the Company will be subject to limitations
on the maximum interest rates it  can pay on deposit accounts.
The Action Plans also contain restrictions on future extensions of
credit and requires the development of various programs and
procedures to improve the Company's asset quality as well as
routine reporting on its  progress toward compliance with the
Action Plans to the Board of Directors, the FDIC and the TDFI.

As of April 2, 2010, the date of the Action Plans, the Bank was
deemed to be "adequately capitalized."


COPANO ENERGY: Moody's Issues Summary Credit Opinion
----------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Copano Energy, L.L.C and includes certain regulatory disclosures
regarding its ratings.  The release does not constitute any change
in Moody's ratings or rating rationale for Copano Energy, L.L.C.

Moody's current ratings on Copano Energy, L.L.C are:

Long Term Corporate Family Ratings (domestic currency) Rating of
Ba3

Probability of Default Rating of Ba3

Speculative Grade Liquidity Rating of SGL-3

Senior Unsecured (domestic currency) Rating of B1

Senior Secured Shelf (domestic currency) Rating of (P)Ba3

Senior Unsec. Shelf (domestic currency) Rating of (P)B1

LGD Senior Unsecured (domestic currency) Assessment of 73 - LGD5

Ratings Rationale

CPNO's Ba3 CFR rating reflects the company's high leverage and
aggressive distribution policy. The high leverage is a result of
the largely debt financed capital expenditure program underway in
assets associated with the Eagle Ford shale play in Texas. While
the financial metrics are more consistent with a single B rating
level, the current rating incorporates Moody's expectation that
2011's capital spending will lead to EBITDA growth in 2012 that
will better support the company's debt position. In addition,
CPNO's recent investments have been directed to projects that
generate fee-based income which should build a more stable cash
flow going forward while reducing exposure to commodity price
risk. By the end of 2012, the company projects that more than half
of its operating income will be fee-based. The negative outlook
reflects the possibility of a downgrade in the rating if leverage
is not reduced in 2012 to less than 5.0x (including Moody's
standard and non-standard adjustments), which is presumed to be
largely derived through an increase in EBITDA.

The principal methodology used in rating Copano was the Global
Midstream Energy Industry Methodology published in December 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


COUNTRY CREATIONS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Country Creations Of The Rockies, LLC
        dba Poudre River Foods, LLC
            Zimmbacker, LLC
        611 8th Street, Suite 1
        Greeley, CO 80631

Bankruptcy Case No.: 12-20690

Chapter 11 Petition Date: May 23, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Kenneth J. Buechler, Esq.
                  BUECHLER LAW OFFICE, L.L.C.
                  1828 Clarkson Street, Suite 200
                  Denver, CO 80218
                  Tel: (720) 381-0045
                  Fax: (720) 381-0392
                  E-mail: ken@kjblawoffice.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cob12-20690.pdf

The petition was signed by Mark R. Kiefer, manager.


CROWN MEDIA: S&P Hikes Corp. Credit Rating to 'B+'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Studio City, Calif.-based cable network company Crown
Media Holdings Inc. to 'B+' from 'B'. The rating outlook is
stable.

"At the same time, we raised the issue-level ratings on the
company's senior secured debt to 'BB' (two notches higher than the
corporate credit rating) from 'BB-', with no change in our
recovery rating of '1', which indicates our expectation that
lenders would receive very high (90%-100%) recovery for lenders in
the event of a payment default," S&P said.

"We also raised the issue-level rating on the senior unsecured
notes to 'B' (one notch lower than the corporate credit rating)
from 'B-', and kept our recovery rating on this debt at '5',
indicating our expectation of modest (10%-30%) recovery for
noteholders in the event of a payment default," S&P said.

"The upgrade reflects Crown Media's recent operating performance,
which achieved higher EBITDA and lower leverage than our
expectations," said Standard & Poor's credit analyst Deborah
Kinzer. "The stable rating outlook reflects our view neither
upward nor downward rating actions appear likely in the
intermediate term, and any further upgrades likely would require
increased clarity regarding the future investment strategy of
Crown Media's majority (90.1%) owner, Hallmark Cards Inc.
(unrated), as it relates to Crown Media."

"The stable rating outlook reflects our view that neither an
upgrade nor a downgrade appears likely in the intermediate term,
and any further upgrades likely would require increased clarity
regarding the future investment strategy of Crown Media's majority
owner Hallmark Cards Inc. as it relates to Crown Media. For
example, further de-leveraging could lay the groundwork for the
company to pay a large dividend to its parent, thereby re-
leveraging the balance sheet. Longer term, we could raise the
rating if we obtain more clarity on Hallmark's investment and
ownership strategy, and if Crown Media further strengthens the
business position of its cable networks, including subscriber
penetration, audience ratings (particularly outside of the holiday
season), and affiliate fees. We would also focus on continued
EBITDA growth and debt repayment, provided that a recapitalization
is not contemplated," S&P said.

"On the other hand, we could lower the rating if revenue and
EBITDA growth flatten or if the company increases its debt burden
by, for example, buying out the remaining public shareholders, or
undergoing a comprehensive refinancing that allows for a special
dividend and permits ongoing distributions from cash flow, or a
combination of the two, such that leverage rises above 5.5x with
no prospect of declining permanently," S&P said.


CYBERDEFENDER CORP: Plans to Lay Off 300+ Employees
---------------------------------------------------
Los Angeles Business Journal reports CyberDefender Corp. told the
California Employment Development Department that it intends to
lay off up to 307 workers as of June 1.  The notice was filed in
compliance with the California Worker Adjustment and Retraining
Notification Act, which requires at least 60 days advance written
notice of an intended mass layoff or plant closing.

The report notes the notice posted on the state EDD web site,
first reported by the SoCalTech web site, did not say how many
workers the company currently employees, but a recent company
filing with the U.S. Securities and Exchange Commission listed 379
employees.  The company did not immediately return a call for
comment.

                         About CyberDefender

Los Angeles, Calif.-based CyberDefender Corporation provides
remote LiveTech services and security and computer optimization
software to the consumer and small business market.  The Company's
mission is to bring to market advanced solutions to protect
computer users against Internet viruses, spyware, identity theft
and related security threats.

In regulatory filings, the Company disclosed $7.96 million in
total assets, $42.54 million in total liabilities, and a
$34.58 million total stockholders' deficit, as of Sept. 30, 2011.

CyberDefender filed for Chapter 11 protection (Bankr. D. Del. Case
No. 12-10633) on Feb. 23, 2012.  The Company entered into an asset
purchase agreement with GR Match, an affiliate of Guthy-Renker, to
sell substantially all of its assets to GR Match.  The buyer
committed to provide up to $4.6 million in debtor-in-possession
financing.

XRoads Solutions Group, LLC serves as financial advisor to the
Company and Pachulski Stang Ziehl & Jones LLP (James E. O'Neill)
serves as bankruptcy counsel.


DAIS ANALYTIC: In Default Under Platinum-Montaur Credit Agreement
-----------------------------------------------------------------
Dais Analytic Corporation, on May 18, 2012, received a notice of
default from Platinum-Montaur Life Sciences, LLC, with respect to
(i) the Company's Amended and Restated Convertible Promissory
Note, dated March 22, 2012, and (ii) Secured Convertible
Promissory Note dated March 22, 2012.

The Unsecured Note was issued in the principal amount of
$1 million and the Secured Note was issued in the principal of
$1.5 million.  The Notes accrue interest at a rate of 10% per
annum.  Platinum-Montaur sent the notice of default pursuant to
Section 10(ix) of the Notes, which provides that Platinum-Montaur
may declare a default if the Company fails to make any payment of
principal or interest on the Notes.  The Company failed to pay the
entire principal amount of the Note together with all accrued and
unpaid interest on the maturity date of the Notes, which was
May 7, 2012.

Pursuant to the terms of the Notes, the Company may cure the
default within 15 days from the date we received the notice of
default.  If the Company is not able to satisfy or renegotiate the
terms of the Notes, forebear the default, or otherwise cure the
default within that time, Platinum-Montaur avers that all
principal and accrued interest under the Notes will be immediately
due and payable to Platinum-Montaur.  With regard to the Secured
Note, Platinum-Montaur asserts a security interest in certain of
the Company's intellectual property as set forth in the Company's
Patent Security Agreement entered into with Platinum-Montaur,
dated March 22, 2012.


DAYBREAK OIL: Borrows $1.5 Million from Luberski
------------------------------------------------
Daybreak Oil and Gas, Inc., entered into a Loan Agreement with
Luberski, Inc., as lender, and RTG Steel Company, LLC, as co-
borrower.

Pursuant to the Loan Agreement, the Company and RTG together
borrowed a principal amount of $1,500,000.  The Company received
$719,061 and the remainder of the loan proceeds were paid to RTG.
The loan bears interest at a rate of 5% per month, has a term of
120 days, and may be prepaid at any time in part or in full
without premium or penalty.  The loan also calls for a minimum
interest payment of $150,000.  The co-borrowers' failure to repay
the principal at maturity will constitute an event of default.

The loan proceeds received by the Company were used to repay in
full, effective May 22, 2012, all amounts outstanding and owed to
Well Works, LLC, pursuant to the Secured Convertible Promissory
Note between the Company and Well Works entered into on Sept. 17,
2010, as modified from time to time, and to pay fees and expenses
incurred in connection with the loan.  In connection with the Well
Works Payoff, the security interest granted by the Company in
favor of Well Works in the Company's Kern County, California
leases was terminated.

The loan is a joint and several obligation of the Company and RTG,
and is secured by the Company's currently producing leases in Kern
County, California, pursuant to a Mortgage, Deed of Trust,
Assignment of Production, Security Agreement and Financing
Statement, executed on May 18, 2012, by the Company in favor of
the Lender on the Company's currently producing leases in Kern
County, California, and certain personal property of RTG.
Pursuant to the Loan Agreement, RTG has also agreed to (a) apply
50% of certain accounts receivable payments as prepayments on the
loan, (b) pay the Lender a 15% royalty on certain of its net
profits, and (c) provide a personal unconditional guarantee of the
loan by RTG's sole managing member.

In connection with the loan, the Company also entered into a
corresponding Promissory Note and a Borrower Sharing Agreement
between the co-borrowers, which sets forth the respective rights
and obligations of the co-borrowers with respect to the loan.  The
Borrower Sharing Agreement also provides that RTG shall be solely
responsible for making the monthly interest payments on the loan
so long as it has not prepaid its share of the loan principal and
provides that if either borrower fails to meet its payment
obligations, the other borrower may opt to pay the full amount due
and the non-paying borrower will reimburse the borrower its share
plus a penalty of 10% on the amount paid on its behalf.

                        About Daybreak Oil

Daybreak Oil and Gas, Inc. is an independent oil and natural gas
exploration, development and production company.  The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas.  The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB.  Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.

The Company reported a net loss of $1.2 million on $1.1 million
for the fiscal year ended Feb. 28, 2011, compared with a net loss
of $2.3 million for the fiscal year ended Feb. 28, 2010.  For the
nine months ended Nov. 30, 2011, the Company reported a net loss
of $822,246 on $1 million of oil and gas sales.

The Company's balance sheet at Nov. 30, 2011, showed $3.51 million
in total assets, $4.18 million in total liabilities, and a
$664,175 total stockholders' deficit.

As reported in the TCR on June 1, 2011, MaloneBailey, LLP, in
Houston, expressed substantial doubt about Daybreak Oil's ability
to continue as a going concern, following the Company's results
for the fiscal year ended Feb. 28, 2011.  The independent auditors
noted that the Company suffered losses from operations and has
negative operating cash flows.


DELTA AIR: Sublease Deal No Impact on Moody's 'B2' Rating
---------------------------------------------------------
The announcements on May 22 by Delta Air Lines, Inc. ("Delta", B2
stable) and Southwest Airlines Co ("Southwest", Baa3 stable) that
they, along with Boeing Capital Corp. ("BCC", A2 stable), have
tentatively agreed to the sub-lease by Delta of all 88 of the
Boeing B717-200 aircraft that Southwest currently operates is
credit positive for each carrier, but ratings are unaffected. BCC
is the lessor of 78 of the 88 aircraft. Completion of the proposed
transaction relies on certain conditions including the
ratification by Delta's pilots of new contract terms to which
Delta and the union's executives recently agreed.

Southwest Airlines Co, Inc., based in Dallas, Texas, is the U.S.'
largest carrier in terms of originating domestic passengers
boarded. Southwest currently operates more than 3,300 flights a
day, serving 73 cities in 38 states and has nearly 39,000
employees system wide.

Delta Air Lines, Inc., headquartered in Atlanta, Georgia, is the
world's second largest airline, providing scheduled air
transportation for passengers and cargo throughout the U.S. and
around the world.


DIALOGIC INC: Files Form S-3, Registers 57.9MM Common Shares
------------------------------------------------------------
Dialogic Inc. filed with the U.S. Securities and Exchange
Commission a Form S-3 relating to the disposition from time to
time of up to 57,971,766 shares of the Company's common stock,
consisting of 18,000,000 shares of common stock issuable upon the
exercise of warrants and 39,971,766 shares of common stock
issuable upon conversion of notes, which are held by EAS Series C
Investments, L.P., Investcorp International Inc., GW Invest ApS ,
et al.  The selling stockholders acquired the warrants and notes
from the Company in connection with the Company's debt
restructuring on March 22, 2012, and a private placement of the
Company's securities on April 11, 2012, respectively.

The Company's common stock is listed on The NASDAQ Global Market
under the symbol "DLGC."  The last reported sale price of the
Company's common stock on May 24, 2012, was $0.79 per share.

A copy of the prospectus is available for free at:

                        http://is.gd/TWIfr0

                          About Dialogic

Milpitas, Calif.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

The Company reported a net loss of $54.81 million in 2011,
compared with a net loss of $46.71 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$155.66 million in total assets, $185.24 million in total
liabilities, and a $29.58 million total stockholders' deficit.

                        Bankruptcy Warning

The Company said in its 2011 annual report that in the event of an
acceleration of the Company's obligations under the Term Loan
Agreement or Revolving Credit Agreement and its failure to pay the
amounts that would then become due, the Revolving Credit Lender or
Term Lenders could seek to foreclose on the Company's assets.  As
a result of this, or if the Company's stockholders do not approve
the Private Placement and the Notes become due and payable, the
Company would likely need to seek protection under the provisions
of the U.S. Bankruptcy Code or the Company's affiliates might be
required to seek protection under the provisions of applicable
bankruptcy codes.  In that event, the Company could seek to
reorganize its business, or the Company or a trustee appointed by
the court could be required to liquidate the Company's assets.


DOLPHIN DIGITAL: Incurs $748,000 Net Loss in First Quarter
----------------------------------------------------------
Dolphin Digital Media Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $747,987 on $0 of revenue for the three months ended
March 31, 2012, compared with a net loss of $131,127 on $275,000
of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed
$2.39 million in total assets, $7.42 million in total liabilities,
all current, and a $5.03 million total stockholders' deficit.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/Umb7Ml

                       About Dolphin Digital

Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and
high quality digital entertainment.  By creating and managing
child-friendly social networking websites utilizing state-of the-
art fingerprint identification technology, Dolphin Digital Media,
Inc. has taken an industry-leading position with respect to
internet safety, as well as digital entertainment.

The Company reported a net loss of $1.23 million in 2011, compared
with a net loss of $5.63 million in 2010.

In its audit report accompanying the 2011 financial statements,
RBSM LLP, in New York, noted that the Company has incurred
significant losses and has capital and working capital
deficiencies, which raises substantial doubt about its ability to
continue as a going concern.


DOWLING COLLEGE: S&P Puts 'BB' Rating on Revenue Bonds on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' rating on
Suffolk County Industrial Development Agency, N.Y.'s series 1996
and 2006 revenue refunding bonds and Brookhaven Industrial
Development Agency, N.Y.'s series 2002 revenue bonds, issued for
Dowling College, on CreditWatch with negative implications.

The CreditWatch placement reflects Standard & Poor's assessment of
Dowling's:

  - Continued significant enrollment declines;

  - Low financial resource ratios relative to the rating category;
    and

  - Loss of access to credit markets with the recent termination
    of its bank line of credit, which Standard & Poor's believes
    weakens its ability to meet debt service payments in the
    future.

"We believe our placing the rating on CreditWatch with negative
implications reflects our opinion of the risks associated with
Dowling's lost access to credit markets," said Standard & Poor's
credit analyst Emily Avila. "The CreditWatch placement also
reflects our view of the possibility that board donors might not
continue to support the college financially, which would result in
the college's continued negative operating performance and weaken
its ability to meet its debt obligations in full."

"In fiscal 2012, Dowling's commercial bank did not renew the
college's $2 million operating line of credit. Over the past four
months, the college has relied on temporary lines of credit
extended from a board member to manage cash flow. In addition, the
college has only balanced operating revenue in fiscal years 2011
and 2010 with large board gifts. College officials indicate they
have made required debt service payments on time," S&P said.

"The rating service expects the college to provide additional
information regarding its future board support, financial
strategies, and debt service reserves to resolve this CreditWatch
placement within the next 60-90 days," S&P said.


DVS SHOE: Sec. 341(a) Creditors' Meeting Set for July 12
--------------------------------------------------------
The U.S. Trustee for the Central District of California will
convene a Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the
Chapter 11 case of DVS Shoe Co., Inc., on July 12, 2012.  The
meeting has been moved to 11:00 a.m. at RM 1-159, 411 W Fourth
St., in Santa Ana.  The meeting was originally set for 9:30 a.m.

                        About DVS Shoe

Westminster, California-based DVS Shoe Co., Inc., a designer,
manufacturer and marketer of athletic shoes, filed a bare-
bones Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-16209)
on May 17, 2012, in Santa Ana.

DVS Shoe intends to complete a sale of its assets before the end
of June.  A buyer is already under contract to purchase the
business for $4 million.  The secured lender Bank of America NA is
owed $6.5 million on a claim secured by all assets. DVS wants to
have the auction by June 13, with a hearing to approve the sale on
June 15.

The Debtor estimated assets and debts of $10 million to
$50 million.

Judge Catherine E. Bauer presides over the case.  Robert E. Opera,
Esq., at Winthrop Couchot PC, serves as the Debtor's counsel.  The
petition was signed by Kevin L. Dunlap, chairman of the board.


DVS SHOE: Lender Wants Credit-Bid Rights, Limited Cash Use
----------------------------------------------------------
Bank of America N.A., the primary and senior secured creditor of
DVS Shoe Co., Inc., said it:

     -- conditionally supports the Debtor's efforts to sell its
        assets; and

     -- consents to the Debtor's reasonable and necessary use of
        the bank's cash collateral.

The bank said the Debtor's use of cash collateral should end by
June 14.

The bank is owed in excess of $6.5 million under a revolving
working capital loan.  BofA asserts that its claim is secured by a
first-priority lien encumbering virtually all of the Debtor's
assets, including any cash collateral.

The Debtor has a deal to sell its assets for $4 million to DVS
Footwear Inc.  DVS Shoe intends to complete the sale of assets
before the end of June.  DVS wants to have the auction by June 13,
with a hearing to approve the sale on June 15.

BofA noted the purchase amount will not come close to repaying the
bank in full, and the bank expects a substantial loss on the
credit facility.

To close a sale by mid-June, BofA noted the Debtor's budget
projects that its beginning cash balance will go from positive
$1.2 million to negative $460,000 in less than a month.  BofA said
the Debtor should use as little cash collateral as is absolutely
necessary and should streamline its operations as much as possible
in the next few weeks.  BofA also wants the estate to minimize the
accrual of professional fees to maximize the preservation of cash.

"Clearly, Debtor's operations have hit the wall, and every dollar
spent by Debtor from the Petition Date forward will never be
recovered (absent an unexpected positive outcome at the sale),"
BofA said in court filings.

BofA wants the sale conditioned on the Debtor remitting all sale
proceeds immediately after the closing.  BofA also reserves the
right to credit-bid.

BofA said it has amended the Debtor's loan agreement more than 10
times to continually give the Debtor an opportunity to
recapitalize, refinance or sell its business.

"Unfortunately for all concerned, the Debtor has failed each and
every time," said Peter Vitale, Bofa's primary loan officer in
charge of the Debtor's account.

When it filed for bankruptcy, DVS Shoe sought, on an emergency
basis, authority to use any "cash collateral," as the term is
defined in 11 U.S.C. Sec. 363, of any secured claimants, including
but not limited to any cash collateral of BofA and any tax lien
claimants.  The Debtor proposes to grant the Secured Claimants
postpetition replacement liens as and for adequate protection of
the Debtor's use of any cash collateral of the Secured Claimants.

The Debtor said approval of the request will prevent disruption to
its business operation.  The Debtor also argued the Secured
Claimants' interests in cash collateral will be adequately
protected by replacement liens to the extent of the value of any
cash collateral, and through the maintenance of the prepetition
cash, accounts receivable and inventory levels.

BofA is represented in the case by Jennifer K. Brooks, Esq., and
William B. Freeman, Esq. -- bill.freeman@pillsburylaw.com and
jennifer.k.brooks@pillsburylaw.com -- at Pillsbury Winthrop Shaw
Pittman LLP.

The Bankruptcy Court set a status hearing in the case for June 20,
2012, at 10:30 a.m. at Crtrm 5D, 411 W Fourth St., in Santa Ana,
California.

                        About DVS Shoe

Westminster, California-based DVS Shoe Co., Inc., a designer,
manufacturer and marketer of athletic shoes, filed a bare-
bones Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-16209)
on May 17, 2012, in Santa Ana.  The Debtor estimated assets and
debts of $10 million to $50 million.

Judge Catherine E. Bauer presides over the case.  Robert E. Opera,
Esq., at Winthrop Couchot PC, serves as the Debtor's counsel.  The
petition was signed by Kevin L. Dunlap, chairman of the board.


E-MILLENNIUM CENTER: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: E-Millennium Center, LLC
        aka Paradise Bell Plaza
        4515 E. Bell Road, #135
        Phoenix, AZ 85032

Bankruptcy Case No.: 12-11506

Chapter 11 Petition Date: May 23, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case, II

Debtor's Counsel: Randy Nussbaum, Esq.
                  NUSSBAUM GILLIS & DINNER, P.C.
                  14850 N. Scottsdale Road, Suite 45O
                  Scottsdale, AZ 85254
                  Tel: (480) 609-0011
                  Fax: (480) 609-0016
                  E-mail: rnussbaum@ngdlaw.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Raymond Faussane, manager.


EDIETS.COM INC: To Issue 2.8 Million Shares Under Equity Plan
-------------------------------------------------------------
eDiets.com, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registering 2.8 million shares of common
stock issuable under the Amended and Restated Equity Incentive
Plan.  The proposed maximum aggregate offering price is $1.03
million.  A copy of the prospectus is available for free at:

                        http://is.gd/B4azt4

                            About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com

Following the 2011 results, Ernst & Young LLP, in Boca Raton,
Florida, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses, was not
able to meet its debt obligations in the current year and has a
working capital deficiency.

The Company's balance sheet at March 31, 2012, showed $2.29
million in total assets, $4.58 million in total liabilities, all
current, and a $2.28 million total stockholders' deficit.

                        Bankruptcy Warning

The Company said in its 2011 annual report that the continuation
of its business is dependent upon raising additional financial
support.  In light of the Company's results of operations,
management has and intends to continue to evaluate various
possibilities.  These possibilities include: raising additional
capital through the issuance of common or preferred stock,
securities convertible into common stock, or secured or unsecured
debt, selling one or more lines of business, or all or a portion
of the Company's assets, entering into a business combination,
reducing or eliminating operations, liquidating assets, or seeking
relief through a filing under the U.S. Bankruptcy Code.  These
possibilities, to the extent available, may be on terms that
result in significant dilution to the Company's existing
stockholders or that result in the Company"s existing stockholders
losing all of their investment in the Company.


EGM, LLC: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------
Debtor: EGM, LLC
        5025 N. Academy Boulevard
        Colorado Springs, CO 80918

Bankruptcy Case No.: 12-20629

Chapter 11 Petition Date: May 22, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: John Randolph Torbet, Esq.
                  TORBET & TUFT, LLC
                  2 N. Cascade Avenue, Suite 320
                  Colorado Springs, CO 80903
                  Tel: (719) 475-9300
                  Fax: (719) 475-9311
                  E-mail: JRTorbet@aol.com

Scheduled Assets: $3,819,892

Scheduled Liabilities: $3,187,542

A copy of the Company's list of its six largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cob12-20629.pdf

The petition was signed by Christopher L. Phillips, managing
partner.


EL PASO HOUSING: Moody's Raises Rating on Jr. Sub. Bonds to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has affirmed the rating on El Paso
Housing Finance Corporation, Multifamily Mortgage Revenue Bonds
(American Village Communities - Wallington Plaza and Timberwolf
Apartments) Series 2000A. The rating on $8,115,000 of outstanding
Senior Series 2000A bonds is A3. The Series 2000B bonds have
matured. The rating on $1,300,000 of outstanding Subordinate
Series 2000C bonds has been upgraded to Baa1 from Baa2. The rating
on $1,425,000 of outstanding Junior Subordinate Series 2000D bonds
has been upgraded to Ba1 from Ba2. The outlook on Series 2000A and
Series 2000C is stable, and the outlook on Series 2000D is
positive. The rating actions reflect the strong financial
performance of the property over the past several years resulting
in high debt service coverage levels.

Credit Strengths

* Strong financial performance: Moody's adjusted debt service
coverage levels based upon audited financial statements for FY2011
were 2.25x for Series 2000A, 1.93x for Series 2000C bonds and
1.63x for Series 2000D bonds. The debt service coverage levels are
calculated based on annual debt service for each year and consider
the contributions to the replacement reserve fund as operating
expenses.

* Physical occupancy remains fully occupied and averaged 98% in
2011.

* Management continues to maintain Timberwolf and Wallington Plaza
through various capital repairs funded by excess operating cash as
well as funds available in the replacement reserve fund.

Credit Challenges

* Properties are located in El Paso, Texas, which offers
competitive single family housing alternatives to multifamily
housing, as measured by Moody's Economy.com Housing Affordability
Index.

* Risks inherent in the affordable multifamily housing sector.
Moody's considers this housing sector particularly volatile due to
the market forces that determine occupancy rates and the number of
underperforming properties that Moody's reviews.

Outlook

The outlook on the senior and subordinate bonds has been affirmed
at stable. The outlook on the junior subordinate bonds has been
affirmed at positive. The outlooks reflects the consistent
performance of the property and debt service coverage levels.

What could change the rating - UP

* Significant and consistent improvement in debt service coverage
over several years. The Series 2000A bonds already carry one of
the highest ratings in Moody's portfolio of unsubsidized
multifamily housing credits.

What could change the rating - DOWN

* Decline in debt service coverage for any series of bonds

* Decline in occupancy rates and a resulting increase in economic
vacancy

Principal Methodology

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


ELINORE ROSE: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Elinore Rose, LP
        2811 West Chester Pike
        Broomall, PA 19008

Bankruptcy Case No.: 12-14945

Chapter 11 Petition Date: May 22, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: David B. Smith, Esq.
                  SMITH KANE, LLC
                  112 Moores Road, Suite 300
                  Malvern, PA 19355
                  Tel: (610) 407-7217
                  Fax: (610) 407-7218
                  E-mail: dsmith@smithkanelaw.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The petition was signed by Robert D'Anjolell, Jr., president.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
A&E Construction Co.               --                     $612,151
152 Garrett Road
Upper Darby, PA 19082


ENERGY TRANSFER: Moody's Issues Summary Credit Opinion
------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Energy Transfer Equity, L.P. and includes certain regulatory
disclosures regarding its ratings. This release does not
constitute any change in Moody's ratings or rating rationale for
Energy Transfer Equity, L.P..

Moody's current ratings on Energy Transfer Equity, L.P. are:

Long Term Corporate Family Ratings (domestic currency) Rating of
Ba1 on watch for possible downgrade

Probability of Default Rating of Ba1 on watch for possible
downgrade

Senior Secured Bank Credit Facility (domestic currency) Rating of
Ba2 on watch for possible downgrade

Senior Unsecured (domestic currency) Rating of Ba2 on watch for
possible downgrade

Senior Unsecured Shelf (domestic currency) Rating of (P)Ba2 on
watch for possible downgrade

LGD Senior Secured Bank Credit Facility (domestic currency)
Assessment of 92 - LGD6

LGD Senior Unsecured (domestic currency) Assessment of 93 - LGD6

Ratings Rationale

On June 16, 2011 Moody's placed ETE's ratings on review for
downgrade (and revised ETP's outlook to negative) in response to
ETE's announcement that it would acquire SUG through a merger, as
agreed to by each company's board of directors. The review for
downgrade will focus on the increase in ETE's consolidated debt
leverage, the execution and integration risks inherent in
absorbing operations of SUG's scale, uncertainty over the ultimate
configuration of ETE's operations as it seeks to optimize the
larger size of its portfolio of assets, and the ETE entity's
increased structural complexity. The merger agreement provides for
ETE to fund up to 60% of the acquisition in cash (approximately
$3.4 billion) with the balance (40%-50%) to be funded with newly
issued ETE common units; the $9.4 billion valuation also includes
the assumption of $3.7 billion of SUG debt.

The principal methodology used in rating Energy Transfer Equity
was the Global Midstream Energy Industry Methodology published in
December 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


EQUIPOWER RESOURCES: S&P Gives New $975MM Debt Prelim 'BB' Rating
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned it preliminary 'BB'
rating to power generation project EquiPower Resources Holdings
LLC's proposed $685 million first-lien term loan due 2018 and $90
million revolving credit facility due 2017. "We also assigned our
preliminary 'BB' rating to EquiPower's proposed $200 million
second-lien term loan due 2019. The rating on the two liens is the
same due to cross-default provisions. The outlook is stable," S&P
said.

"The preliminary '1' recovery rating on the first-lien term loan
and revolver indicates expectations of a very high (90% to 100%)
recovery if a default occurs, and the '3' preliminary recovery
rating on the second-lien term loan indicates a meaningful (50% to
70%) recovery," S&P said.

"We affirmed our 'BB-' ratings on EquiPower's existing senior
secured term loan due 2018 and senior secured revolver due 2016,
but revised the outlook to positive from negative due to the
potential to be taken out with new debt," S&P said.

"EquiPower is refinancing its debt and adding the 578 megawatt
(MW) combined-cycle Liberty plant in the PJM Interconnection
region into the portfolio, which will now total 2,382 MW. The
project will use proceeds plus cash to retire its existing senior
secured debt, retire debt at the acquired Liberty plant, and
restructure hedges to eliminate natural gas basis risk. Debt is
repaid from capacity, hedge, and energy market revenues, with
repayment accelerated by cash flow sweeps," S&P said.

"The 'BB' rating results from having an overall competitive
portfolio of natural gas-fired power plants operating in the New
England Independent System Operator region and now in the PJM
Interconnection market with the addition of the 578 MW Liberty
plant, said Standard & Poor's credit analyst Terry Pratt.

"We also believe that the projected debt burden at maturity of
about $225 per kilowatt (kW) on a consolidated basis under our
rated case assumptions, is likely refinanceable at reasonable
terms. However, while the Liberty addition brings some cash flow
diversity, it provides nearly one-half of consolidated cash flow
from 2012 to 2020. Also, initial debt per MW after the refinancing
and with the favorable Liberty addition rises to $409 per kW from
$291 per kW without Liberty," S&P said.

"The stable outlook on the new debt reflects fairly steady cash
flow through 2014 due to hedging positions and favorable cash flow
prospects thereafter given asset efficiency and expected
retirement of aged coal capacity. An upgrade would require a big
and sustainable improvement in merchant market prices that would
reduce refinance risk to below $100/kW. A downgrade is possible if
events occur that lead to confidence in debt at maturities being
greater than about $250 per kW--such as lower-than-expected spark
spreads or operational performance, or higher operating and
maintenance costs," S&P said.


EVERGREEN DEV'T NW: Pre-trial Conference Set for June 26
--------------------------------------------------------
The Bankruptcy Court set a pre-trial (telephonic) conference for
June 26, 2012, at 9:00 a.m. in the involuntary Chapter 11
proceedings commenced against Evergreen Development NW Inc.

Four creditors filed a pro se involuntary Chapter 11 petition
(Bankr. W.D. Wash. Case No. 12-15268) against Lynnwood,
Washington-based Evergreen Development NW Inc., on May 18, 2012.
Judge Karen A. Overstreet presides over the case.

The petitioning creditors are Kon I. Hwang, allegedly owed
$490,750; Yunchong Chen, owed $150,000 on construction debt; Asher
Chen, owed $30,000 also on construction debt; and Gregory S. Tift,
owed $2,500.


EXTERRAN HOLDINGS: S&P Lowers Corporate Credit Rating to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based Exterran Holdings Inc. to 'B+' from 'BB'.
The outlook is stable.

"At the same time, we lowered our issue rating on Exterran's
secured debt (term loan and revolving facility) to 'BB' (two
notches higher than the corporate credit rating) from 'BBB-'. The
recovery rating remains '1', indicating our expectation of very
high (90% to 100%) recovery for lenders in the event of a payment
default. We also revised the recovery rating on the company's
7.25% senior notes and 4.75% convertible senior notes to '1',
indicating our expectation of very high (90% to 100%) recovery for
lenders in the event of a default, from '3'. The issue level
ratings on these notes remain unchanged at 'BB' (the same as the
corporate credit rating)," S&P said.

"We also lowered the issue level rating on Exterran's 4.25%
convertible senior notes to 'B+' from 'BB'. The recovery rating is
'4', indicating our expectation of average (30% to 50%) recovery
in the event of a default," S&P said.

"The ratings on Exterran Holdings Inc. reflect the company's
participation in the highly competitive, capital-intensive natural
gas compression services industry; its leveraged financial
profile; deteriorating operating and credit metrics; its exposure
to weak natural gas; and the master limited partnership structure
of Exterran's growing subsidiary, Exterran Partners L.P.," said
Standard & Poor's credit analyst Susan H. Ding. "The ratings also
incorporate the company's respectable share of the domestic
contract compression market and its business and geographic
diversity. As of March 31, 2012, Exterran Holdings had
approximately $1.70 billion in adjusted debt outstanding."

"Exterran's operating performance has deteriorated steadily over
the past few years, because of continued soft conditions in its
North American contract compression and international fabrication
businesses. Lower demand, greater competition, and higher
operating costs from cost over-runs have resulted in continued
margin erosion, which led to lower revenue and EBITDA levels.
Accordingly, EBITDA margins contracted significantly to 14.4% for
the last-12-month (LTM) period ended March 31, 2012, compared with
historical levels of over 20%. LTM EBITDA for the period ended
March 31, 2012, was $367 million, a decline of about 12% year over
year," S&P said.

"The stable outlook on Exterran is based on our expectation that
consolidated debt to EBITDA will remain high, at about 4.4x for
fiscal 2012, but appropriate for the rating. We would lower the
ratings if leverage exceeded 5.0x for a sustained period, due to
continued weakness in operating results and EBITDA contraction.
Although unlikely, we would consider an upgrade if operating
performance improves considerably and if the company maintains a
consolidated total debt to EBITDA ratio below 3.75x on a
consistent basis," S&P said.


FERRARA CANDY: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Chicago-based Ferrara Candy Co., a
company that will be formed from the pending merger of Farley's &
Sathers Candy Co. Inc. and Ferrara Pan Candy Co. Inc. "The outlook
is stable. We expect the merger to close in June 2012," S&P said.

"At the same time, we assigned our preliminary 'B' issue-level
rating to Ferrara's proposed $425 million senior secured term loan
facility. The preliminary recovery rating is '4', indicating our
expectation for average (30% to 50%) recovery in the event of a
payment default. The term loan will be issued at the operating
company level through its Candy Intermediate Holdings Inc.
subsidiary. The company is also seeking to issue a $125 million
asset-based lending (ABL) revolving loan facility (unrated) due
2017," S&P said.

"All ratings are subject to review of final documentation. We
understand that Ferrara will receive about $330 million of
additional equity from existing shareholders, including majority
owner Catterton Partners. We will withdraw all existing ratings on
Farley's & Sathers, including the issue-level ratings, once the
merger has closed and all outstanding debt is repaid," S&P said.

"Pro forma for the transaction close, we estimate that the company
will have about $435 million of reported debt outstanding," S&P
said.

"The ratings on Ferrara Candy Co. reflect Standard & Poor's
assessment of the company's financial risk profile as 'highly
leveraged' and its business risk profile as 'vulnerable.' Key
credit factors in our business risk assessment include Ferrara's
participation in the highly competitive and fragmented
nonchocolate confectionary industry, limited international
presence, and volatility of raw material costs," S&P said.

"We believe the company will benefit from its scale, enabling it
to leverage existing supplier and customer relationships to reduce
costs, in addition to potential merger synergies," said Standard &
Poor's ratings analyst Stephanie Harter. The portfolio of branded
products will include legacy Farley's & Sathers brands (including
Brach's, Trolli, Bob's, Now and Later, and Sathers) and Ferrara
Pan's brands (Lemonhead, Black Forest, Atomic FireBall, among
others).

"The outlook is stable. We expect leverage will approach 5.5x by
fiscal year-end 2012, because of ABL borrowings to cover merger
and integration-related costs. However, we believe the company
will apply its excess free cash flow towards debt reduction
beginning in 2013 as cash flow improves from merger-related
synergies. We would consider a downgrade if the company faces
operating challenges, which results in leverage trending near
6.5x. We estimate this could result from flat sales growth and
margin erosion of more than 100 basis points from fiscal 2012,
either from a loss of a customer or raw materials inflation.
Although unlikely over the near term, we would consider an upgrade
if the company demonstrates consistent operating performance and
reduces debt leverage closer to 4x, and maintains a financial
policy consistent with a higher rating. We estimate this could
result from EBITDA margin expansion of about 250 basis points
(primarily from synergies) and flat sales growth compared with
fiscal 2012," S&P said.


FIRSTFED FINANCIAL: James Giraldin Resigns from Board
-----------------------------------------------------
James Giraldin resigned as a member of the Board of Directors of
FirstFed Financial Corp.  Mr. Giraldin's resignation from the
Company's Board of Directors did not result from any disagreement
with the Company concerning any matter relating to the Company's
operations, policies or practices.

                      About FirstFed Financial

Irvine, Calif.-based FirstFed Financial Corp. is the bank
holding company for First Federal Bank of California and its
subsidiaries.  The Bank was closed by federal regulators on
Dec. 18, 2009.

FirstFed Financial Corp. filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-10150) on Jan. 6, 2010.  Jon L. Dalberg,
Esq., at Landau Gottfried & Berger LLP, represents the Debtor in
its restructuring effort.  Garden City Group is the claims and
notice agent.  The Debtor disclosed assets at $1 million and
$10 million, and debts at $100 million and $500 million.

The Debtor's exclusive period to propose a plan expired in January
2011.

The Debtor has proposed a Plan of Liquidation, which proposes an
orderly liquidation of the Debtor's estate.  Holdco Advisors L.P.,
submitted a competing plan of reorganization.


FORD MOTOR: S&P Cuts Rating on $9.3-Bil. Revolving Credit to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue rating on
Ford Motor Co.'s $9.3 billion revolving credit facilities to 'BB+'
from 'BBB'. The facilities consist of about $300 million due
November 2013 and $9 billion due November 2015.

"The downgrade reflects the fact that the bank facilities are now
unsecured following release of the collateral on May 22, 2012.
Collateral was released in accordance with provisions in the
credit facilities that were triggered when Ford's senior long-term
debt had investment-grade ratings from two of the three major
rating agencies. The credit facilities are now senior unsecured
obligations of Ford Motor Co. and rank equal to Ford's other
unsecured debt," S&P said.

"At the same time, we revised our recovery rating downward to '3'
from '1' on both revolving credit facilities, reflecting the
collateral release but also our criteria that we do not rate
unsecured debt for issuers in the 'BB' rating category higher than
our corporate credit rating on the obligor (Ford; BB+/Stable/--).
The '3' recovery rating is equivalent to a meaningful (50% to 70%)
recovery in the event of a payment default, although in our
current analysis we expect recovery for unsecured debtholders in
excess of 70%," S&P said.

"The 'BB+' corporate credit rating on the Michigan-based automaker
reflects, among other things, Ford's prospects for generating free
cash flow and profits in its global automotive manufacturing
business because of improvement in its U.S. competitive position.
The rating also incorporates challenges in Europe and substantial
underfunded postretirement obligations," S&P said.

RATINGS LIST
Ford Motor Co.
Corporate credit rating                BB+/Stable/--

Ratings Lowered; Recovery Ratings Revised
                                        To                 From
Ford Motor Co.
$300 mil. revolver due 2013            BB+                BBB
  Recovery rating                       3                  1
$9 bil. revolver due 2015              BB+                BBB
  Recovery rating                       3                  1


FORESIGHT ENERGY: S&P Raises Corp. Credit Rating to 'B'; Off Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on St. Louis-based Foresight Energy LLC to 'B' from 'B-'.
The rating outlook is stable.

"At the same time, we affirmed our 'B' (same level as the
corporate credit rating) issue-level rating on the $400 million
senior unsecured notes due 2017. However, we revised the recovery
rating to '3' from '2'. The '3'recovery rating indicates our
expectation that lenders can expect average (50% to 70%) recovery
in the event of a payment default," S&P said.

"We are removing all ratings from CreditWatch, where they were
placed with developing implications on Oct. 26, 2011," S&P said.

"The upgrade reflects our view that Foresight's credit measures
are likely to improve in the coming year--despite difficult
industry conditions--to levels consistent with an 'aggressive'
financial risk profile," said Standard & Poor's credit analyst
Marie Shmaruk. "We expect that leverage (as adjusted) will fall
below 5x in 2012 and to about 4x in 2013. This assessment assumes
that the company's new mines will have costs similar to its
Williamson operation (between $20 to $25 cash costs per ton) and
that prices average $45 per ton or higher through 2013 (versus
about $61 in the first quarter of 2012). In our view, this should
allow Foresight to generate between $300 million and $350 million
in EBITDA on approximately 16 million tons of production in 2012
and more than $450 million on about 21 million tons of production
in 2013 (as the company completes additional projects). At the end
of the first quarter of 2012, the company had approximately $1.4
billion of debt (adjusted for about $424 million in capitalized
minimum royalty and lease payments, and about $13 million in asset
retirement obligations). For the 12 months ended March 31, 2012,
debt to EBITDA was about 5.6x (about 4.7x on an annualized
basis)."

"The stable rating outlook reflects our view that although we
expect weak domestic coal market conditions and high utility
inventories to pressure pricing--which we have reflected in our
price assumptions--the additional volumes and the company's low
cost structure should allow it to improve and maintain credit
metrics consistent with the 'B' rating. Risks to these
expectations include any combination of construction delays, lower
sales prices, and lower production levels than expected, which
could result in debt to EBITDA remaining well above 4x in 2012 and
could cause us to revise our view of the credit. We have not
factored the potential for an IPO as a master limited partnership,
which could pay out significant dividends and hurt liquidity, into
the rating at this time," S&P said.

"The rating reflects the combination of the company's aggressive
financial risk profile and 'vulnerable' business risk profile, as
well as the risks inherent in finishing the build out of its mines
on time and budget, its lack of operating diversity, and the high
fixed cost nature of longwall mining. In addition, the rating
reflects currently weak industry conditions and the need to obtain
customers and contracts for significant amounts of production from
new and planned mines during the next couple of years. Also, the
challenges of coal mining, including operating problems, price
volatility, transportation bottlenecks, weather-related
disruptions, and increasingly stringent environmental and safety
regulations, remain key risks," S&P said.

"Foresight Energy, a privately owned entity, has a relatively
short operating history, and two of its four planned large-scale
operations are in varying stages of development. The longwall
mining method that the company employs is highly capital intensive
and has high fixed costs, but it is very efficient when operating
near or at full capacity. We estimate Foresight's cash costs to
be about $20 per ton, very low for an underground operation,
because of favorable geology and modern equipment. We also
estimate that the company will have the capacity to produce 20
million to 25 million tons from three longwall and one continuous
mining operation by the end 2013. The company also has another
longwall slated to come into production during the next several
years," S&P said.

"The concentration of Foresight's reserves and production solely
in the Illinois Basin exposes the company to unfavorable regional
regulation, local transportation disruptions, and the variability
of market demand for the specific coal produced in that region,
although the efficiency of its current operations somewhat
mitigates this risk. In our view, unfavorable domestic electricity
markets may make it difficult for the company to obtain favorable
longer-term contracts for the bulk of the new production coming on
line in 2012 and 2013. The company's location on several rail
lines and access to river transportation and export markets
expands its potential sales area and helps to alleviate this risk,
but, in the short to medium term, Foresight may have to sell less
coal and some of it at lower prices than the roughly $45 to $50
per ton currently contemplated," S&P said.

"The stable outlook reflects our expectation that the company
should be able to improve and maintain its financial performance
based on our assumption that it will sell between 15 million and
16 million tons of coal in 2012 and about 21 million tons in 2013
at about $45 per ton while maintaining costs of $20 to $25 per
ton. We also believe that the company has adequate liquidity to
complete the remaining mines without adding significant leverage,"
S&P said.

"We could raise the ratings if coal markets improve and the
company is able to meet its outlined plan for sales and
production; has developed a customer base with multiyear contract;
and has established a clear sustainable trend of improving credit
metrics, specifically debt to EBITDA, as adjusted, below 4x
and FFO to total debt greater than 20%," S&P said.

"We could lower the ratings if the company has delays in
construction or coal markets deteriorate further, causing the
company to have difficulty in finding customers for its coal and
average prices to drop below $40 per ton, which could lead to
tight liquidity and covenant compliance issues," S&P said.


FORT IRWIN: Moody's Lowers Rating on Class III Bonds to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service has confirmed the A1 rating on the Fort
Irwin Land LLC Military Housing Revenue Bonds Class I 2005 Series
A Bonds; the A3 rating on the Class II bonds and has downgraded to
Ba1 from Baa3 the rating on the Class III bonds. The outlook on
the ratings is negative.

Ratings Rationale

The confirmations of the Class I and Class II debt reflect the
strong debt service coverage for those tranches, the completion of
the initial development period (IDP), strong occupancy for the
projects, and the debt service reserve surety provided by AIG
(Baa1/Stable). The downgrade of the Class III bonds reflects the
potential for future financial strain on this class of debt due to
the decline in the basic allowance for housing (BAH) in 2012 and
the increase in debt service that occurs in 2012.

Strengths

- All of the construction included in the original project's
scope has been completed

- Occupancy at the project is strong, with 96% occupancy of the
Fort Irwin units, 97% occupancy of the Moffett Field units, and
99% occupancy of the Parks RFTA units as of April 2012.

- The army made an equity investment of $31 M in the project in
order to bring an additional 92 units online in September 2011

- As of the 2011 audit, debt service coverage was 1.95x on the
Class I bonds, 1.52x on the Class II bonds and 1.14x on the Class
III bonds.

- Fort Irwin is an essential Army installation, which reduces the
risk of closure and downsizing. Fort Irwin is over 642,000 acres,
approximately the size of Rhode Island, and is the Army's National
Training Center (NTC). This is the only Army training area
suitable for force-on-force and live fire training of heavy
brigade sized military forces

Challenges

- The project has received a large decrease in BAH in 2012 of
5.19%. However, Moody's has been informed that Fort Irwin Land has
appealed the 2012 BAH rates.

- There will be a significant increase in debt service in
December 2012 as principal on the Class II and Class III bonds
begins to amortize.

- The debt service reserves are surety polices provided by AIG
which is rated Baa1 with a stable outlook

Outlook

The negative outlook reflects the potential for continued low BAH
rates and the potential negative impact of the impending debt
service increase in 2012.

What Could Change The Rating Up

- An increase in debt service coverage levels after absorption of
the increase in debt service in 2012, improvement in the BAH
rates, and stable occupancy.

- Replacement of the debt service reserve with cash or an
appropriately rated surety provider

What Could Change The Rating Down

- BAH levels continuing to flatten or decrease, declines in debt
service coverage levels, downsizing or closure of military
facilities, substantial or prolonged declines in occupancy

- Further downgrades of the surety provider, AIG

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


GENTA INC: Has 2.6 Billion Outstanding Common Shares
----------------------------------------------------
The number of outstanding shares of Genta Incorporated common
stock par value $0.001 as of May 25, 2012, is 2,657,552,779.

                      About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

In its report on the financial statements for 2011, EisnerAmper
LLP, in Edison, New Jersey, noted that the Company's recurring
losses from operations and negative cash flows from operations and
current maturities of convertible notes payable raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $69.42 million in 2011,
compared with a net loss of $167.30 million during the prior year.

The Company's balance sheet at March 31, 2012, showed $4.56
million in total assets, $34.74 million in total liabilities and a
$30.17 million total stockholders' deficit.

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company in September 2011, issued $12.7 million of units,
consisting of $4.2 million of senior secured convertible notes and
$8.5 million of senior secured cash collateralized convertible
notes.  In connection with the sale of the units, the Company also
issued two types of debt warrants in an amount equal to 100% of
the purchase price for each unit.  The Company had direct access
to $4.2 million of the proceeds, and the remaining $8.5 million of
the proceeds were placed in a blocked account as collateral
security for the $8.5 million senior secured cash collateralized
convertible notes.  Presently, with no further financing, the
Company projects that it will run out of funds during the first
quarter of 2012.  The Company currently does not have any
additional financing in place.  If it is unable to raise
additional funds, the Company could be required to reduce its
spending plans, reduce its workforce, license one or more of its
products or technologies that it would otherwise seek to
commercialize itself, sell some or all of its assets, cease
operations or even declare bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, or raise those
additional funds, on terms acceptable to it.


GOLDEN TEMPLE: US Trustee Fails to Appoint Creditors' Committee
---------------------------------------------------------------
Gail B. Geiger, US Trustee for Region 18, informs the U.S.
Bankruptcy Court for the District of Oregon that he is unable to
appoint a committee of unsecured creditors in the Golden Temple
Management, LLC bankruptcy case.  Mr. Geiger says that has not
received a sufficient number of creditors willing to serve on the
committee, despite efforts to contact eligible unsecured
creditors.

                   About Golden Temple Management

EWTC Management, LLC, fka Golden Temple Management LLC, the
management company of Golden Temple of Oregon LLC, the makers of
Yogi Tea, filed for Chapter 11 protection (Bankr. D. Ore. Case No.
12-60536) on Feb. 18, 2012.  Winston & Cashatt, Lawyers, P.S.,
serves as its lead Chapter 11 counsel.  Albert & Tweet, LLP,
serves as its local counsel.

The Debtor's primary asset is its 90% ownership of Golden Temple
of Oregon LLC, which has its principal assets in Springfield,
Oregon.  The Debtor and GTO are parties to a number of suits
involving monetary and equitable relief sought against them as
well as litigation related to the intellectual property of the
companies, notably the Golden Temple and Yogi Tea brands.

The Register-Guard reports that Golden Temple CEO Kartar Singh
Khalsa and the company's management group filed for Chapter 11 in
anticipation of large claims being filed against them after they
lost a lawsuit in December 2011.  Multnomah County Circuit Judge
Leslie Roberts ruled that Mr. Khalsa breached his fiduciary duties
to the Sikh religious community founded by the late Yogi Bhajan
and that he and other Golden Temple Management members were
unjustly enriched, when they gained ownership of 90% of the
company in 2007.

GTO itself is not a party to the bankruptcy.

The Debtor disclosed assets of $49,077,498 and liabilities of
$10,434,000.  GTO is valued at $40 million.  The Debtor has 100%
control of GTO and share in annual profits, valued at $4 million.
Contingent and unliquidated claims of the Debtor include a
holdback on the sale of a business division to Hearthside Food
Solutions, LLC, valued at $5 million, and potential malpractice
claims against Schwabe Williamson & Wyatt and other professionals.
Golden Temple sold its cereal division in May 2010 for $71 million
to Hearthside.

Bankruptcy Judge Thomas M. Renn, who presides over the Chapter 11
case, appointed U.S. District Judge Michael Hogan as mediator
between the Debtor and parties involved in litigation claims.
Judge Hogan had been conducting mediation and a mediation session
was scheduled for Feb. 22-24, 2012, in Eugene, Oregon.  The
Debtor's counsel said a single global mediation under the
authority of the Bankruptcy Court would have the advantage of
getting all parties and all claimants under one umbrella and serve
to protect the very assets to which multiple parties lay claim.
The Debtor said the mediation sessions would allow it to craft a
reorganization plan that will satisfy disparate groups of
creditors and provide a dividend to unsecured creditors.

Kartar Singh Khalsa filed a separate Chapter 11 petition (Bankr.
D. Ore. Case No. 12-60538) on Feb. 18, 2012.  He disclosed assets
of $30.95 million and liabilities of $1.27 million.


GOLDEN TEMPLE: Has Court OK to Change Name to EWTC Management
-------------------------------------------------------------
Golden Temple Management, LLC, sought and obtained permission from
the Hon. Frank R. Alley of the U.S. Bankruptcy Court for the
District of Oregon to change the Debtor's name and modify the case
caption.

The Debtor is the management company and majority owner of Golden
Temple of Oregon, LLC, which, among other things, sells natural
foods tea throughout America and Europe.  On May 10, 2012, the
Debtor and GTO sold certain assets to Hearthside Food Solutions,
LLC, pursuant to an asset purchase agreement.  As part of the APA,
the Debtor entered into the Golden Temple Trademark Concurrent Use
and Transition License Agreement, which requires the Debtor to
discontinue use of the Golden Temple mark before May 10, 2012, or
be subject to potential monetary penalties of $66,667 per month
thereafter.

To avoid potential monetary penalties which can be harmful to the
estate and its creditors, the Debtor has been advised by outside
counsel to change its name.  The Debtor has selected EWTC
Management, LLC, as its new name.

                   About Golden Temple Management

EWTC Management, LLC, fka Golden Temple Management LLC, the
management company of Golden Temple of Oregon LLC, the makers of
Yogi Tea, filed for Chapter 11 protection (Bankr. D. Ore. Case No.
12-60536) on Feb. 18, 2012.  Winston & Cashatt, Lawyers, P.S.,
serves as its lead Chapter 11 counsel.  Albert & Tweet, LLP,
serves as its local counsel.

The Debtor's primary asset is its 90% ownership of Golden Temple
of Oregon LLC, which has its principal assets in Springfield,
Oregon.  The Debtor and GTO are parties to a number of suits
involving monetary and equitable relief sought against them as
well as litigation related to the intellectual property of the
companies, notably the Golden Temple and Yogi Tea brands.

The Register-Guard reports that Golden Temple CEO Kartar Singh
Khalsa and the company's management group filed for Chapter 11 in
anticipation of large claims being filed against them after they
lost a lawsuit in December 2011.  Multnomah County Circuit Judge
Leslie Roberts ruled that Mr. Khalsa breached his fiduciary duties
to the Sikh religious community founded by the late Yogi Bhajan
and that he and other Golden Temple Management members were
unjustly enriched, when they gained ownership of 90% of the
company in 2007.

GTO itself is not a party to the bankruptcy.

The Debtor disclosed assets of $49,077,498 and liabilities of
$10,434,000.  GTO is valued at $40 million.  The Debtor has 100%
control of GTO and share in annual profits, valued at $4 million.
Contingent and unliquidated claims of the Debtor include a
holdback on the sale of a business division to Hearthside Food
Solutions, LLC, valued at $5 million, and potential malpractice
claims against Schwabe Williamson & Wyatt and other professionals.
Golden Temple sold its cereal division in May 2010 for $71 million
to Hearthside.

Bankruptcy Judge Thomas M. Renn, who presides over the Chapter 11
case, appointed U.S. District Judge Michael Hogan as mediator
between the Debtor and parties involved in litigation claims.
Judge Hogan had been conducting mediation and a mediation session
was scheduled for Feb. 22-24, 2012, in Eugene, Oregon.  The
Debtor's counsel said a single global mediation under the
authority of the Bankruptcy Court would have the advantage of
getting all parties and all claimants under one umbrella and serve
to protect the very assets to which multiple parties lay claim.
The Debtor said the mediation sessions would allow it to craft a
reorganization plan that will satisfy disparate groups of
creditors and provide a dividend to unsecured creditors.

Kartar Singh Khalsa filed a separate Chapter 11 petition (Bankr.
D. Ore. Case No. 12-60538) on Feb. 18, 2012.  He disclosed assets
of $30.95 million and liabilities of $1.27 million.


GREEN ENDEAVORS: Nexia Holdings Discloses 72.2% Equity Stake
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Nexia Holdings, Inc., disclosed that, as of May 24,
2012, it beneficially owns 2,355,263,158 shares of common stock of
Green Endeavors, Inc., representing 72.2% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/nqS70Y

                       About Green Endeavors

Salt Lake City, Utah-based Green Endeavors, Inc., runs two hair
care salons that feature Aveda(TM) products for retail sale.

The Company reported a net loss of $264,000 in 2011, compared with
net income of $13,900 in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.03 million
in total assets, $7.39 million in total liabilities, and a
$6.35 million total stockholders' deficit.

Following the 2011 results, Madsen & Associates CPA's, Inc., in
Salt Lake City, Utah, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company will need additional working
capital for its planned activity and to service its debt.


HANDY & HARMAN: Moody's Withdraws 'Ba2' Corp. Family Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn all assigned ratings to
Handy & Harman Ltd. and Handy & Harman Group Ltd., a wholly-owned
and direct subsidiary of Handy & Harman Ltd. (collectively "HNH").
The company recently indicated that it is not currently expecting
to move forward with its originally proposed term loan, warranting
the rating withdrawal. Since Moody's does not rate any of the
company's existing debt, the assigned Corporate Family Rating,
Probability of Default Rating, and Speculative Grade Liquidity
assessment are withdrawn as well.

Ratings Rationale

The principal methodology used in rating HNH was the Global
Manufacturing Industry Methodology, published December 2010. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

As reported by the Troubled Company Reporter-Europe on March 29,
2012, Moody's assigned a first-time Corporate Family
Rating of B2 and Probability of Default Rating of B2 to Handy &
Harman Ltd. In a related rating action, Moody's also assigned a B3
rating to the proposed $200 million Senior Secured Term Loan due
2018, which will be issued by Handy & Harman Group Ltd., a wholly-
owned and direct subsidiary of Handy & Harman Ltd. (collectively
"HNH"). Moody's also assigned a speculative grade liquidity
assessment of SGL-3. The rating outlook is stable.

Handy & Harman Ltd., located in White Plains, NY, is a diversified
manufacturing company whose business units focus on niche markets,
encompassing the following segments: Engineered Materials,
Precious Metal, Arlon Electronic Materials, Tubing, and Kasco
Blades and Route Repair Services. The company sells into diverse
end markets including commercial and residential construction and
appliances, as well as the energy sector. It operates mainly in
North America. Steel Partners Holdings L.P. through its affiliated
funds, is the majority owner of HNH. Revenues for the twelve
months through March 31, 2012 totaled about $675 million.


HAWKER BEECHCRAFT: Bank Debt Trades at 35% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 64.64 cents-on-
the-dollar during the week ended Friday, May 25, a drop of 2.91
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014.  The
loan is one of the biggest gainers and losers among 137 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on $2.43
billion of sales in 2011, compared with a net loss of $304.30
million on $2.80 billion of sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion
in total assets, $3.73 billion in total liabilities, and a $956.90
million total deficit.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.


HOSPITALITY PARTNERS: Case Summary & Creditors List
---------------------------------------------------
Debtor: Hospitality Partners, LLC
        5300 Snap Finger Park Drive
        Decatur, GA 30035

Bankruptcy Case No.: 12-62968

Chapter 11 Petition Date: May 23, 2012

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Gai Lynn McCarthy, Esq.
                  KUMAR, PRABHU, PATEL & BANERJEE, LLC
                  1117 Perimeter Center West, Suite W311
                  Atlanta, GA 30338
                  Tel: (678) 443-2220
                  Fax: (678) 443-2230
                  E-mail: gmccarthy@kppblaw.com

Scheduled Assets: $2,388,000

Scheduled Liabilities: $3,199,000

A copy of the Company's list of its 17 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ganb12-62968.pdf

The petition was signed by Yogesh Ghadawala, registered agent.


INNOVATIVE FOOD: To Buy Artisan for $1.2 Million
------------------------------------------------
Innovative Food holdings, Inc., acting through a newly created
subsidiary, entered into a Stock Purchase Agreement to acquire all
of the issued and outstanding shares of Artisan Specialty Foods,
Inc., from its owner, Mr. David Vohaska.  The purchase price was
$1.2 million, with up to another $300,000 payable in the event
certain financial milestones are met over the next one or two
years.  Prior to the acquisition, Artisan was a vendor and had
sold products to the Company.

As part of the transaction, Mr. Vohaska entered into a two year
employment agreement with Subsidiary to continue running the
acquired business.  The agreement provides for an annual base
salary of $120,000 in the first year and $140,000 in the second
year.

Also as part of the acquisition of Artisan, the Company entered
into a three year lease for the premises where Artisan conducted
its business prior to the acquisition.  The annual base rent under
the lease ranges from approximately $100,000 to approximately
$102,010.  The landlord is Mr. and Mrs. David Vohaska.

                       About Innovative Food

Naples, Fla.-based Innovative Food Holdings, Inc., through its
subsidiaries, provides perishables and specialty food products to
the wholesale foodservice industry.

In its audit report for the 2011 financial statements, RBSM LLP,
in New York, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses from
operations since its inception and has a working capital
deficiency.

The Company reported net income of $1.49 million in 2011, compared
with a net loss of $2.11 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$1.37 million in total assets, $5.30 million in total liabilities,
all current, and a $3.93 million total stockholders' deficiency.


KILROY REALTY: Moody's Affirms 'Ba1' Preferred Stock Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Kilroy Realty Corporation's
issuer rating and preferred stock rating at Baa3 and Ba1,
respectively, and affirmed the senior unsecured debt rating of
Kilroy Realty, L.P. at Baa3. The outlook is stable.

Ratings Rationale

The ratings reflect the REIT's high-quality office assets and
market position along the West Coast, its high-quality
unencumbered asset pool and moderate leverage levels. These
strengths are counterbalanced by the REIT's material geographic
concentration in its California markets and its development growth
strategy. Moody's notes that Kilroy Realty has made significant
progress recently in diversifying its geographic footprint into
the San Francisco and Seattle markets. In addition, development is
a core competency of the REIT, and management has prudently
managed both its development exposure and balance sheet integrity
through the last recession.

The REIT's balance sheet metrics have improved over the last year.
Debt plus preferred as a percentage of gross assets decreased to
44.3% at 1Q12 from 48.5% at YE11 and 47.4% at 1Q11. Moody's
expects the company to maintain this metric in the low-40% range.
Secured debt to gross assets also decreased to 7.4% at 1Q12 from
8.4% at YE11 and 12.6% 1Q11. Secured debt is expected to remain
below 10% over the intermediate-term. Net debt to EBITDA improved
to 6.0X at 1Q12 from 7.6X at YE11 and 6.6X at 1Q11, but Moody's
expects this metric to fluctuate as result of the timing of
acquisitions and (re)development deliveries through the course of
the year.

The momentum in Kilroy Realty's operating performance has
continued. Occupancy was 91.6% in 1Q12. Same-store GAAP NOI and
cash NOI were up year-over-year 7.7% and 8.8%, respectively. These
strong operating metrics, along with reduced leverage, helped to
improve fixed charge coverage to 2.2X at 1Q12 from 2.1X at YE11
and 1Q11. Moody's expected fixed charge coverage to continue to
climb into the mid-2.0Xs over the intermediate-term.

The stable outlook reflects Moody's expectation that Kilroy Realty
will maintain its conservative credit metrics and adequate
liquidity while growing and diversifying its portfolio along the
West Coast.

Without discounting the significant portfolio diversification
achieved over the last two years, Moody's indicated that positive
rating movement would continue to be predicated foremost upon
Kilroy Realty achieving greater geographic diversification. Absent
this and respecting the REIT's business model, upward rating
changes would require net debt to EBITDA closer to 4.5X, fixed
charge coverage greater than 3.0X on a sustainable basis and
unencumbered assets approaching 70% of gross assets. Downward
rating pressure could occur in net debt to EBITDA approaches 6.5X,
fixed charge coverage fall below 2.2X, the development pipeline
increases to more than 20% of gross assets and secured debt rises
to 20% or more of gross assets.

The following ratings were affirmed with a stable outlook:

Kilroy Realty Corporation -- preferred stock at Ba1 and preferred
shelf at (P)Ba1

Kilroy Realty, L.P. -- senior unsecured debt at Baa3; senior
unsecured debt shelf at (P)Baa3; senior subordinated shelf (P)Ba1

Moody's last rating action with respect to Kilroy Realty was on
May 17, 2010, when Moody's assigned a (P)Baa3 rating to Kilroy
Realty, L.P.'s unsecured debt shelf and affirmed the REIT's issuer
rating at Baa3, both with a stable outlook.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010 .

Kilroy Realty Corporation [NYSE: KRC] is a real estate investment
trust headquartered in Los Angeles, CA and is an owner, developer
and acquirer of office and industrial properties located along the
West Coast. The company's properties are located in Los Angeles,
Orange County, San Diego County, greater Seattle, and the San
Francisco Bay Area. As of March 31, 2012, Kilroy Realty reported
$4.0 billion in total book assets and $1.7 billion in total book
equity.


KINDER MORGAN: S&P Affirms 'BB' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on U.S. midstream energy company Kinder Morgan Inc.
(KMI) and maintained its stable outlook on the rating after the
company completed its purchase of El Paso Corp. for $38 billion.
"We affirmed El Paso's 'BB' corporate credit rating," S&P said.

Other rating actions associated with the announcement include:

  - S&P affirmed its ratings, including the 'BBB' corporate
    rating, on KMI's master limited partnership (MLP), Kinder
    Morgan Energy Partners L.P. (KMP). The outlook is stable.

  - S&P raised El Paso's unsecured rating to 'BB' from 'BB-' and
    removed it from CreditWatch with developing implications,
    where the ratings agency placed it on Oct. 17, 2011.

  - S&P raised El Paso Pipeline Partners L.P.'s (EPB) corporate
    credit rating to 'BBB-' from 'BB' and removed it from
    CreditWatch with positive implications, where the ratings
    agency placed it on Oct. 17, 2011.

  - S&P raised the corporate credit ratings on Colorado Interstate
    Gas Co. (CIG) and Southern Natural Gas Co. (SNG) to 'BBB-'
    from 'BB', which is in line with EPB, and removed them from
    CreditWatch with positive implications, where the ratings
    agency placed them on Oct. 17, 2011. EPB wholly owns SNG and
    CIG.

"We base our affirmation of KMI's corporate credit rating on our
view that following the El Paso purchase it will have a
'satisfactory' business risk profile balanced by worsening
financial measures that will result from the transaction. We
affirmed our ratings on KMI when it announced the deal in October
2011 and all events thus far have been in line with our
expectations. The combination will create the fourth-largest
energy company in North America, with the largest natural gas
pipeline network by a significant margin," S&P said.

"The ratings upgrade of El Paso's unsecured debt reflects its
higher recovery rating due to the retirement of its secured debt,"
said Standard & Poor's credit analyst William Ferara.

"El Paso's unsecured debt is structurally senior to the secured
debt at KMI in terms of the value at El Paso (including El Paso
Natural Gas Co. and the value relating to its ownership interests
in EPB and Ruby Pipeline LLC) because El Paso does not guarantee
KMI's debt. We expect El Paso to continue to drop down assets to
EPB and KMP, which could affect its debt and recovery ratings
although associated debt repayments from these drop-downs could
offset the impact," S&P said.

"EPB's ratings upgrade stems from its improved stand-alone credit
profile due to its growing size, a diverse set of assets that
provides stable, fee-based cash flows under long-term contracts,
higher outside limited partnership unit ownership, and our
expectation that it will be managed more as a stand-alone MLP. As
with KMP, we believe management will generally be motivated to
preserve the public market valuation of EPB and not place undue
financial stress on the partnership under most scenarios in which
KMI undergoes stress. Unlike KMP, however, EPB does not have any
structural separateness features (e.g., independent directors
whose votes are required for a bankruptcy filing, nonconsolidation
opinions, etc.). We expect EPB's debt to EBITDA to be about 4x,"
S&P said.

"While the new organization will have impressive scale and cash
flow stability, KMI will incur about $5.4 billion of new debt
(adjusting for proceeds from the sale of El Paso's oil and gas
exploration and production (E&P) unit for $7.15 billion and any
drop-downs to KMP and EPB), causing credit ratios to deteriorate
significantly. Through asset sales and drop-downs, we expect
ratios to improve, but to remain somewhat elevated in 2012 and
2013. KMI used proceeds from the E&P sale to repay the El Paso E&P
unit's secured revolver ($900 million) and limit borrowings on its
$6.8 billion acquisition bridge facility to about $375 million,"
S&P said.


LEVEL 3: 12 Directors Elected at Annual Meeting
-----------------------------------------------
Level 3 Communications, Inc., held its 2012 annual meeting of
stockholders on May 24, 2012.  At the meeting, stockholders
elected each of the 12 directors to the Company's Board of
Directors to hold office until the annual meeting of stockholders
in 2013 or until his successor is elected and qualified, namely:

   (1) Walter Scott, Jr.;
   (2) James Q. Crowe;
   (3) General Kevin P. Chilton;
   (4) Admiral Archie R. Clemins;
   (5) Steven T. Clontz;
   (6) Admiral James O. Ellis, Jr.;
   (7) Richard R. Jaros;
   (8) Michael J. Mahoney;
   (9) Charles C. Miller, III;
  (10) Peter Seah Lim Huat;
  (11) John T. Reed; and
  (12) Dr. Albert C. Yates.

The stockholders also:

   -- approved an amendment to the Level 3 restated certificate
      of incorporation to increase the number of authorized shares
      of common stock, par value $.01 per share, from 293,333,333
      to 343,333,333;

   -- approved the amendment of the Level 3 Stock Plan to increase
      the number of shares of the Company's common stock, par
      value $.01 per share, that are reserved for issuance under
      the plan by 6.5 million;

   -- approved and ratified the implementation of the Rights
      Agreement that is designed to protect Level 3
      Communications, Inc.'s U.S. net operating loss carryforwards
      from limitations pursuant to Section 382 under the U.S.
      Internal Revenue Code of 1986, as amended; and

   -- approved the named executive officer compensation.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company reported a net loss of $756 million in 2011, a net
loss of $622 million in 2010, and a net loss of $618 million in
2009.

The Company's balance sheet at March 31, 2012, showed
$13.07 billion in total assets, $11.76 billion in total
liabilities, and $1.31 billion in total stockholders' equity.

                          *     *     *

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.

As reported by the TCR on April 2, 2012, Fitch Ratings upgraded
Level-3 Communications' Issuer Default Rating to 'B' from 'B-' on
Oct. 4, 2011, and assigned a Positive Outlook.  The rating action
followed LVLT's announcement that the company closed on its
previously announced agreement to acquire Global Crossing Limited
(GLBC) in a tax-free, stock-for-stock transaction.


LIGHTSQUARED INC: Tuesday Showdown on Trading Restrictions Bid
--------------------------------------------------------------
LightSquared Inc. and Harbinger Capital Partners LLC will square
off against the Ad Hoc Secured Group of LightSquared LP Lenders at
a noon-time hearing on Tuesday, May 29, over the Debtors' request
to limit trading in claims against and interest in the Debtors to
protect their tax attributes, which consists of more than $1.5
billion in net operating losses, as well as a potential net
unrealized built-in loss.

On Friday, LightSquared and Harbinger Capital Partners LLC fired
back at the Ad Hoc Secured Group.  LightSquared argued the request
will not detrimentally impact any creditor, primarily because
LightSquared is not currently seeking to enjoin any creditor from
taking any actions with respect to their claims.  The request, the
Debtors said, does not seek -- like similar motions in other cases
have -- to restrict trading in debt securities or to force
creditors to provide LightSquared with notice prior to any trades.

"It merely establishes procedures for LightSquared to seek from
the Court authority to counteract, in a reasonable and
constructive manner, actions taken by creditors following the
Petition Date with respect to assets of the estates -- the NOLs,"
LightSquared said.

LightSquared also argued that the Ad Hoc Group?s concern that
affected creditors would be required to sell their claims at
"potentially distressed prices" is misplaced.  LightSquared said
if it ever does ask the Court to approve a request for a creditor
to sell some of its claims, it would be based on a determination
that the sale would increase the value of LightSquared and,
concomitantly, the claims against LightSquared.

LightSquared also pointed out it is too early to tell whether the
exceptions under 26 U.S.C. Sec. 382(l)(5) would be available or
valuable at the conclusion of the Chapter 11 cases.  Whether the
Section 382(l)(5) Exception under the Tax Code will be valuable to
reorganized LightSquared cannot be known until LightSquared has
more insight into the value of its assets, firmer projections of
income and expenses of its businesses, and the likely size of the
net operating losses and other Tax Attributes as of a projected
plan effective date, all of which will be developed more fully
during the Chapter 11 cases.  LightSquared also noted that courts
in the second and other judicial districts have recognized this
reality and have regularly approved requests for similar relief at
the beginning of other cases.

Harbinger Capital Partners LLC and certain of its managed and
affiliated funds and wholly owned subsidiaries, including HGW US
Holding Company, L.P., Blue Line DZM Corp., and Harbinger Capital
Partners SP, Inc. -- in their capacity as the majority equity
holders of LightSquared Inc. and holders of loans made pursuant to
the July 2011 Credit Agreement with U.S. Bank as successor
administrative agent to UBS AG, Stamford Branch -- echoed the
Debtors' arguments.  Harbinger also said the Objection grossly
exaggerates the effect that the Debtors? proposed sell-down
procedures may have on the market for the debt held by the Ad Hoc
Group.  Harbinger noted the Ad Hoc Group suggests that -- rather
than protecting potentially valuable estate assets for all
stakeholders -- the primary focus of the Debtors and the Court
should be ensuring that the Ad Hoc Group has optimal market
conditions to engage in arbitrage.  This suggestion must be
rejected, Harbinger said.

                        About LightSquared

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.


LIGHTSQUARED INC: Hiring Moelis as Investment Banker
----------------------------------------------------
LightSquared Inc., and certain of its subsidiaries filed formal
applications to employ Moelis & Company LLC as their financial
advisor and investment banker under the terms set forth in an
engagement letter between LightSquared and Moelis dated Feb. 15,
2012.

Moelis has been advising the Debtors on strategic and
restructuring initiatives for the past three months.  Since its
engagement in February 2012, Moelis has provided extensive
prepetition services in preparation for the Debtors? restructuring
efforts, including (a) assisting management in analyzing potential
restructuring transactions, (b) assisting management in analyzing
and negotiating restructuring proposals, (c) assisting management
in conducting extensive meetings and negotiations with the various
stakeholders, (d) performing a valuation analysis of the Debtors
as reorganized debtors, and (e) providing additional investment
banking services in preparation for the Debtors? Chapter 11
filing.

The Debtors will pay Moelis according to this fee and expense
structure:

     (a) A $150,000 monthly advisory fee payable in advance of
each month (pro rated for any partial month) during the term of
the Engagement Letter.  100% of the Monthly Fees for the first
three months and 50% of the Monthly Fees thereafter will offset
(subject to certain exceptions), to the extent previously paid,
any Capital Transaction Fee, Sale Transaction Fee (other than a
Sale Transaction Fee for an Asset Sale Transaction), or
Restructuring Fee (other than a Limited HoldCo Restructuring Fee,
Acknowledgment Fee, and Waiver Fee).

     (b) A capital transaction fee, payable upon the closing of a
Capital Transaction, in the amount of (i) 1.00% of the aggregate
face value of new money debtor-in-possession financing; plus (ii)
1.50% of the aggregate face value of any new debt raised in a
Capital Transaction (not covered by clauses (i) and (iii)); plus
(iii) 3.25% of the aggregate amount or face value of new capital
raised in a Capital Transaction as new equity or equity-linked
interests.  The Capital Transaction Fee will be reduced by 50% of
the aggregate amount of capital (equity or debt) raised from
Harbinger Capital or Pershing Square Capital (or any of their
affiliates or subsidiaries).  The Debtors will pay a separate
Capital Transaction Fee in respect of each Capital Transaction in
the event that more than one Capital Transaction occurs.

     (c) A sale transaction fee, payable at the closing of a Sale
Transaction, in an amount calculated based on this chart:

         Transaction Value              Sale Transaction Fee
          ($ in millions)            (as % of Transaction Value)
         -----------------           ---------------------------
         Less than or equal to $500             1.00%
         $1,000                                 0.75%
         $2,000                                 0.55%
         $4,000                                 0.40%
         $6,000                                 0.30%
         $10,000 or greater                     0.25%

The Company will pay a separate Sale Transaction Fee for each
Asset Sale Transaction.

     (d) A restructuring fee, payable at the closing of a
Restructuring, in amount equal to 0.35% of the Debtors? Total
Liabilities in the case of a Restructuring in connection with
these Chapter 11 Cases.  If a Restructuring only involves a
Limited HoldCo Restructuring, the Restructuring Fee shall equal
$500,000.  If the Limited HoldCo Restructuring is completed, no
Monthly Fees will be credited toward the Limited HoldCo
Restructuring Fee.  If a Limited HoldCo Restructuring is
consummated and the Debtors subsequently consummate a
Restructuring, then the Debtors will pay both the Limited HoldCo
Restructuring Fee and the Restructuring Fee.  Up to 25% of the
Restructuring Fee (other than a Limited HoldCo Restructuring Fee)
paid to Moelis will offset up to 50% of any Capital Transaction
Fee or Sale Transaction Fee (other than a Sale Transaction Fee for
an Asset Sale Transaction).

     (e) In the event there is a transaction that is both a
Capital Transaction and a Sale Transaction (excluding any Asset
Sale Transaction), the Debtors will pay Moelis the higher of the
Capital Transaction Fee and the Sale Transaction Fee (and not
both).  In the event there is a transaction that is both a Sale
Transaction (excluding any Asset Sale Transaction) and a
Restructuring, the Debtors will pay Moelis the higher of the Sale
Transaction Fee and the Restructuring Fee (and not both).

     (f) All reasonable out-of-pocket expenses incurred by Moelis.

As of the Petition Date, the Debtors do not owe Moelis any fees
for services performed or expenses incurred under the Engagement
Letter.  According to the books and records of Moelis, during the
90-day period before the Petition Date, Moelis received $1,350,000
for professional services performed and $83,132 for expenses
incurred.

The Debtors also have agreed to provide indemnification to the
firm.

William Q. Derrough -- william.derrough@moelis.com -- Managing
Director of Moelis, attests that Moelis (a) is a ?disinterested
person? within the meaning of section 101(14) of the Bankruptcy
Code, (b) does not hold or represent an interest adverse to the
Debtors? estates, and (c) has no connection to the Debtors, their
creditors, or their related parties.

                        About LightSquared

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.


LIGHTSQUARED INC: Bank Debt Trades at 34% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which LightSquared Inc.
is a borrower traded in the secondary market at 66.10 cents-on-
the-dollar during the week ended Friday, May 25, a drop of 1.15
percentage points from the previous week, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays F+1200 basis points to borrow under the
facility.  The bank loan matures on Oct. 1, 2014.  The loan is one
of the biggest gainers and losers among 137 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                      About LightSquared Inc.

LightSquared Inc. -- http://www.lightsquared.com/-- is a company
that plans to develop a wholesale 4G LTE wireless broadband
communications network integrated with satellite coverage across
the United States.  But the plan hit a roadblock when the U.S.
military and others complained that the planned service would
disrupt global positioning system equipment.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the case.  Lawyers at
Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the
Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.


LIGHTSQUARED INC: Lenders Doubt Regulatory Issues Would Be Solved
-----------------------------------------------------------------
Jacqueline Palank at Dow Jones Daily Bankruptcy Review reports
that LiqhtSquared Inc.'s lenders -- including hedge-fund managers
Appaloosa Management LP, Fortress Investment Group LLC and Silver
Point Capital LP -- are questioning the company's ability to clear
regulatory hurdles and build out its high-speed wireless network,
steps upon which its viability depends.

According to the report, "remote" and "highly unlikely" are how
lenders behind some $1.1 billion of $1.7 billion in secured bank
debt describe the possibility that LightSquared will overcome
hurdles it has faced over the past decade and begin generating
substantial income upon its exit from bankruptcy proceedings.

The report relates the lenders said LightSquared's post-Chapter 11
viability should be considered in light of the company's move to
restrict trading in the debt they and other creditors hold.

LightSquared is looking to preserve more than $1.5 billion in tax
breaks that could reduce its tax liability over time.  Such tax
breaks, which allow a company to offset tax liability against
future income, can be lost when a change in a company's ownership
occurs.  Bankruptcy proceedings, however, can provide an exception
to this rule.

The report notes LightSquared already won conditional court
approval to restrict trading of its shares and debt, but the U.S.
Bankruptcy Court could approve the request on a final basis at a
hearing May 29.

According to the report, the lenders outlined a number of
scenarios for LightSquared's restructuring, each of which they say
makes debt-trading restrictions irrelevant:

     -- If LightSquared secures new investors, that could trigger
an ownership change that would prohibit LightSquared from using
the tax breaks.

     -- Alternatively, if the company's existing shareholders
remain and its restructuring is successful, then there's no
ownership change and therefore no threat to the tax benefits.  Yet
if the company can't win over federal regulators and get the
funding it needs, then the value of its business would be far less
than its $1.7 billion in secured bank debt.  In that case,
according to the report, the lenders say they'd likely be in
charge, and there would be no business to generate the income
that's needed to use the tax breaks.

     -- Restricting debt trading could deter potential backers
from establishing a foothold in the case by buying up bank debt
debt.

                        About LightSquared

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.


LOWER BUCKS: PBGC Takes Over Underfunded Pension Plan
-----------------------------------------------------
Business Insurance reports the Pension Benefit Guaranty Corp. has
taken over and terminated an underfunded pension plan sponsored by
Lower Bucks Hospital.

The report says the plan has $77 million in liabilities and $40.5
million in assets.  The PBGC will be responsible for nearly all of
the more than $36.5 million in promised but unfunded benefits to
the plan's 1,636 participants.

The PBGC took action after determining that the hospital could not
afford to continue the plan.

                      About Lower Bucks Hospital

Lower Bucks Hospital is a non-profit hospital based in Bristol,
Pennsylvania.  The Hospital is licensed to operate 183 beds.
Together with affiliates Advanced Primary Care Physicians and
Lower Bucks Health Enterprises, Inc., Lower Bucks owns a 36-acre
campus with several medical facilities.  The Hospital's emergency
room serves 30,000 patients annually.  For the fiscal year ending
June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 10-10239) on Jan. 13, 2010.  The Hospital's
affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced
Primary Care Physicians -- also filed Chapter 11 petitions.
Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP,
in Philadelphia, assist the Hospital in its restructuring effort.
Donlin, Recano & Company, Inc., is the Hospital's claims and
notice agent.  The Debtors tapped Zelenkofske Axelrod LLC for tax
preparation services.  The Hospital estimated assets and
liabilities at $50 million to $100 million.

Regina Stango Kelbon, Esq., at Blank Rome LLP, in Philadelphia,
represents the Official Committee of Unsecured Creditors as
counsel.

The Bankruptcy Court confirmed the hospital operator's Chapter 11
plan in December 2011.  It emerged from bankruptcy in January
2012.  The Plan is centered around a settlement of the litigation
between LBH and The Bank of New York Mellon Trust Company, N.A, as
bond trustee, regarding several issues, including whether the Bond
Trustee, on behalf of the holders of bonds, holds a secured claim
against LBH, as opposed to a claim that is secured.  General
unsecured creditors were to realize 18.5% recovery; bondholders
were to get 35% recovery.


MARIANA RETIREMENT FUND: Committee Hires Gelber Firm as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 case of the Northern Mariana Islands Retirement Fund
filed a formal application to retain bankruptcy counsel.  The
Committee seeks to hire effective as of May 11:

          Don Jeffrey Gelber, Esq.
          GELBER, GELBER & INGERSOLL, A LAW CORPORATION
          Suite 1400, Fort Street Tower
          745 Fort Street
          Honolulu, Hawaii 96813
          Tel: 808-524-0155
          Fax: 808-531-6963
          E-mail: D.J.Gelber@gelberlawyers.com

In its initial discussions with the Committee -- before being
selected as counsel -- the firm informed the Committee that the
hourly rates charged by the firm's attorneys ranged from $250 to
$450 per hour.  After the firm was selected by the panel, Mariano
Taitano, the Committee chair, asked the firm to reduce its hourly
rates.  Because of the nature of the case and the public interest
and hardship involved, the firm agreed to cut its maximum rate to
$360 per hour for the case.

Mr. Gelber, Esq., attests it does not represent any other entity
adverse to the Debtor or any of the creditors.  The firm is
disinterested within the meaning of Section 101(14) of the
Bankruptcy Code.

The case docket indicates the Committee also has tapped as
counsel:

          Colin M. Thompson, Esq.
          THOMPSON LAW OFFICE, LLC
          PMB 917, Box 10001
          Saipan, MP 96950
          Tel: (670) 233-0777
          Fax: (670) 233-0776
          E-mail: cmtlaw@live.com

No formal applications have been filed on the Thompson firm's
retention.

                    About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353.5 million in 2009
to its current level of $268.4 million, the Debtor's counsel has
said.  The counsel also said the Fund is subject to liabilities
(both current and actuarial) totaling about $911 million.

An official committee of unsecured creditors, consisting of Fund
members, has been appointed in the case.

As reported by the Troubled Company Reporter, several parties in
interest have called for the dismissal of the case.  These include
two unnamed clients of lawyer Bruce Jorgensen, the office of the
United States Trustee, the CNMI government and the Commonwealth
Ports Authority, the creditors committee, and two retirees and
members of the NMI Retirement Fund.  A hearing has been set for
June 1 on the Motions to Dismiss.


MARIANA RETIREMENT FUND: Creditors Committee Opposes Benefit Cuts
-----------------------------------------------------------------
The official committee of unsecured creditors in the bankruptcy
case of the Northern Mariana Islands Retirement Fund said it does
not believe that an immediate cut of benefit payments to the
sustainable level as estimated by the Debtor's actuary is
appropriate, saying it would be sufficient to disrupt NMI's
economy as a whole.  The Committee pointed out the Commonwealth's
entire population is roughly 45,000 and the Fund's current
beneficiaries total roughly 8,000 -- a substantial portion of the
entire population of the Commonwealth.

The Committee also said the Fund must not simply seek benefit
cuts, but must also use its powers as debtor-in-possession to
recover money owed to or due to the Fund.  The Committee noted the
Debtor has been virtually silent as to its duty, as debtor-in-
possession, to recover the full value of estate assets, including
the Debtor's legal claims, so as to increase available funds of
the estate.  If the Debtor's efforts to recover funds and
prosecute claims are successful, then the magnitude of the cuts
required to reach the sustainable level may be mitigated.

According to the Debtor's prepetition actuary, the statutory level
of payments -- the payments that would be paid had the Chapter 11
cases not been filed -- would essentially exhaust the Fund by July
2014.  The life of the Fund can be extended, in the short term,
only by cutting benefits.  According to the Debtor's actuary, an
immediate across-the-board cut of 58% would preserve the Fund in
perpetuity -- that is, the life spans of the current and future
beneficiaries.

The Committee intends to hire its own actuary to perform an
independent review of the Fund's assets and liabilities.  The
Committee does not concede the accuracy of the analysis of the
Debtor's prepetition actuary.

Meanwhile, on Friday, the Fund's counsel, Braddock J. Huesman,
Esq., filed six adversary complaints on the Fund's behalf against:

     -- against Government of the Commonwealth of the Northern
        Mariana Islands, Benigno R. Fitial, Department of Finance,
        Eloy Inos (Adv. Proc. No. 1:12-ap-00007) to recover
        property of the bankruptcy estate;

     -- against Northern Marianas College, Sharon Y. Hart, Frank
        Rabauliman, Juan T. Lizama, Elaine Hocog Orilla, Andrew
        Orsini, Maria T. Peter, William S. Torres (Adv. Proc. No.
        1:12-ap-00005) to recover property of the bankruptcy
        estate;

     -- against Government of the Commonwealth of the Northern
        Mariana Islands, Larissa Larson Adv. Proc. No.
        1:12-ap-00006);

     -- against Public School System of the Commonwealth of the
        Northern Mariana Islands, Rita A. Sablan, Galvin S. Deleon
        Guerrero, Marylou S. Ada, D. Tanya King, Lucia L. Blanco-
        Maratita, Herman T. Guerrero (Adv. Proc. No. 1:12-ap-
        00003);

     -- against Commonwealth Health Care Corporation (Adv. Proc.
        No. 1:12-ap-00004); and

     -- against Commonwealth Government Employees' Credit Union,
        Government of the Commonwealth of the Northern Mariana
        Islands, Larissa Larson (Adv. Proc. No. 1:12-ap-00002) to
        recover allegedly estate property.

                    About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

An official committee of unsecured creditors, consisting of Fund
members, has been appointed in the case.  The panel has hired
Gelber, Gelber & Ingersoll; and Thompson Law Office LLC as
counsel.

As reported by the Troubled Company Reporter, several parties in
interest have called for the dismissal of the case.  These include
two unnamed clients of lawyer Bruce Jorgensen, the office of the
United States Trustee, the CNMI government and the Commonwealth
Ports Authority, the creditors committee, and two retirees and
members of the NMI Retirement Fund.  A hearing has been set for
June 1 on the Motions to Dismiss.


MARIANA RETIREMENT FUND: Fund a Governmental Unit, Says US Trustee
------------------------------------------------------------------
Curtis Ching, the Acting United States Trustee, replied to the
omnibus response of the Northern Mariana Islands Retirement Fund
to the various motions seeking dismissal of the Chapter 11
petition.

The Acting U.S. Trustee said the Debtor overlooked the decision by
the Supreme Court of the Commonwealth of Northern Mariana Islands
in the case, Pangelinan v. Northern Mariana Islands Retirement
Fund, 2009 WL 2854434 (N. Mariana Islands 2009), which held that
the Debtor was a "governmental entity" which was entitled to
sovereign immunity.  The Acting U.S. Trustee said as only the
sovereign can claim sovereign immunity, Pangelinan puts to rest
the issue of whether the Debtor is a "governmental unit" entitled
to file for Chapter 11.

Unnamed creditors, the first to seek dismissal of the Fund's
Chapter 11 petition, on Friday also fired back at the Fund's
response to their dismissal bid.  The creditors, dubbed Jane Doe
and John Roe, insist the Fund is a "governmental unit" and is not
eligible to file a chapter 11 petition.  The creditors also cited
the CNMI Supreme Court's ruling in Pangelinan.

The Debtor had argued it does not perform a "traditional
governmental function."  This contention, the Acting U.S. Trustee
said, incorrectly attempts to divert the legal standard away from
whether the Debtor is an "instrumentality" of the CNMI to whether
the Debtor is a "municipality."

The Debtor also claims the CNMI lacks sufficient control over the
Debtor and suggests that a statutory reference to "autonomous"
precludes the Debtor from fitting with in the description of a
"governmental unit."  This argument, the Acting U.S. Trustee said,
ignores the remaining extensive, overall regulatory scheme in
which the government expressly controls the formation and
operation of the Debtor.

Pangelinan involved a beneficiary's entitlement to retroactive
retirement benefits plus interest.  The Northern Mariana Islands
Supreme Court addressed the issue of "[w]hether a government
entity enjoys sovereign immunity on interest damages[.]"  The
Court held that the Debtor was a "governmental entity" which
"would generally be entitled to [sovereign] immunity from
lawsuits."  The Court further held that while the legislature had
expressly waived immunity from general damages, it had not waived
immunity from the awarding of interest.

According to the Assistant U.S. Trustee, Pangelinan's ruling that
the CNMI "legislature did not intend to cast off the agency's
cloak of sovereignty" makes clear that the Debtor is a
governmental unit.  The CNMI Supreme Court could not conclude that
the Debtor had sovereign immunity without first determining
that the Debtor was a governmental unit.  Only a governmental unit
could lay claim to the protections enjoyed by the sovereign.

According to the creditors, the Debtor's alleged "insolvency" is
the result of the CNMI's chronic failure to implement and raise
taxes and pay the contributions required by law, and the Debtor's
failure to make any real effort to collect on its now 3-1/2 year
old judgment.  The Debtor asserts it has made "efforts" to collect
the $317 million judgment but it cites no evidence of this.

The creditors also argued the Debtor is not a business with more
value as a "going concern" that can be restructured for the
benefit of its creditors because the Debtor has no business with
value to preserve through restructuring.

The creditors are represented by:

         Margery S. Bronster, Esq.
         Robert M. Hatch, Esq.,
         BRONSTER HOSHIBATA
         1003 Bishop Street, Suite 2300
         Honolulu, Hawai'i 96813
         Telephone: (808) 524-5644
         Facsimile: (808) 599-1881
         E-mail: mbronster@bhawaii.net
                 rhatch@bhhwaii.net

              - and -

         Bruce L. Jorgenson, Esq.
         c/o 405 Silverhill Road
         Walterboro, S.C. 29488
         Telephone: (845) 820-5721
         E-mail: retireeslawyer@yahoo.com

              - and -

         Stephen C. Woodruff
         Second Floor, Marg's Kitchen Bldg.
         Chalan Hagoi at Mt. Carmel
         P.O. Box 500770
         Saipan, MP 96950
         Telephone: (670) 235-3872
         Facsimile: (670) 235-3873
         E-mail: scwlaw.spn@gmail.com

                    About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

An official committee of unsecured creditors, consisting of Fund
members, has been appointed in the case.  The panel has hired
Gelber, Gelber & Ingersoll; and Thompson Law Office LLC as
counsel.

As reported by the Troubled Company Reporter, several parties in
interest have called for the dismissal of the case.  These include
two unnamed clients of lawyer Bruce Jorgensen, the office of the
United States Trustee, the CNMI government and the Commonwealth
Ports Authority, the creditors committee, and two retirees and
members of the NMI Retirement Fund.  A hearing has been set for
June 1 on the Motions to Dismiss.


MARIANA RETIREMENT FUND: Committee Does Not Oppose Case Dismissal
-----------------------------------------------------------------
Ferdie de la Torre at Saipan Tribune reports the Official
Committee of Unsecured Creditors of the Northern Mariana Islands
Retirement Fund does not oppose dismissal of the Fund's Chapter 11
bankruptcy petition.

According to the report, the committee, through counsel Don
Jeffrey Gelber, Esq., said its decision not to oppose the
dismissal was made before the committee selected and conferred
with counsel.  Mr. Gelber has filed in district court the
committee's statement of position on the motions to dismiss the
Fund's Chapter 11 case.

The report relates Mr. Gelber said, in the event the U.S. District
Court for the NMI Bankruptcy Division decides that dismissal is
appropriate, the Court should retain jurisdiction to hear and
determine matters related to the approval and compensation of
professionals retained in the case.

                    About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.  The case has been reassigned to U.S.
Bankruptcy Court for the District of Hawaii Chief Bankruptcy Judge
Robert J. Faris.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

The Fund filed schedules disclosing $610,000,012 in assets and
$93,183 in liabilities.  The Fund said $297,879,389 of its
personal property consists of receivables owed to the Debtor by
the CNMI and certain of the local government's agencies and public
corporations.  The Fund also said a significant portion of the
Debtor's unsecured, non-priority, liabilities consist of un-
liquidated amounts owed to Fund members.  The Fund said
liquidation of those amounts will likely require completion of the
Debtor's ongoing actuarial analysis.

The Office of the U.S. Trustee for Region 15 appointed seven
members to serve on the official committee of unsecured creditors
in the Chapter 11 case of the Northern Mariana Islands Retirement
Fund.

As reported by the Troubled Company Reporter, several parties in
interest have called for the dismissal of the case.  These include
two unnamed clients of lawyer Bruce Jorgensen, the office of the
United States Trustee, the CNMI government and the Commonwealth
Ports Authority, the creditors committee, and two retirees and
members of the NMI Retirement Fund.  A hearing has been set for
June 1 on the Motions to Dismiss.


MARIANA RETIREMENT FUND: Panel's Lawyer Can Practice in Saipan
--------------------------------------------------------------
Alexie Villegas Zotomayor at Marianas Variety reports that Judge
Robert J. Faris approved the application of the Hawaii-based
bankruptcy counsel, Don Jeffery Gelberto, to practice in
Commonwealth of the Northern Mariana Islands on behalf of the
creditors.

According to the report, in the judge's order dated May 23, Judge
Faris stated, "The Court has considered the Application of Don
Jeffrey Gelber for admission pro hac vice.  The application is
granted and the applicant is hereby admitted to practice in the
Commonwealth pro hac vice for the sole purpose of representing the
Office Committee of Unsecured Creditors appointed in the above-
captioned Chapter 11 case."

The report notes Judge Faris ordered Mr. Gelber to associate with
attorney Colin Thompson -- who consented -- as co-counsel.  Mr.
Gelber's pro hac vice admission will remain effective until the
closing of the Retirement Fund's Chapter 11 case.

The report relates the Honolulu-based bankruptcy lawyer filed his
application for admission pro hac vice on May 22, and stated in
his application his engaging CNMI law firm Thompson Law Office LLC
as his local counterpart.  Mr. Thompson is licensed to practice in
the CNMI District Court for the NMI.

In applying for pro hac vice admission, Mr. Gelber stated that he
has been admitted into practice in the state of California, U.S.
District Court for the Southern District of California, District
Court for the Northern District of California, U.S. Court of
Appeals for the Ninth Circuit, District Court for the District of
Hawaii, U.S. Customs Court, and U.S. Supreme Court, the report
says.

                    About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.  The case has been reassigned to U.S.
Bankruptcy Court for the District of Hawaii Chief Bankruptcy Judge
Robert J. Faris.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

The Fund filed schedules disclosing $610,000,012 in assets and
$93,183 in liabilities.  The Fund said $297,879,389 of its
personal property consists of receivables owed to the Debtor by
the CNMI and certain of the local government's agencies and public
corporations.  The Fund also said a significant portion of the
Debtor's unsecured, non-priority, liabilities consist of un-
liquidated amounts owed to Fund members.  The Fund said
liquidation of those amounts will likely require completion of the
Debtor's ongoing actuarial analysis.

The Office of the U.S. Trustee for Region 15 appointed seven
members to serve on the official committee of unsecured creditors
in the Chapter 11 case of the Northern Mariana Islands Retirement
Fund.

As reported by the Troubled Company Reporter, several parties in
interest have called for the dismissal of the case.  These include
two unnamed clients of lawyer Bruce Jorgensen, the office of the
United States Trustee, the CNMI government and the Commonwealth
Ports Authority, the creditors committee, and two retirees and
members of the NMI Retirement Fund.  A hearing has been set for
June 1 on the Motions to Dismiss.


MEMC ELECTRONIC: S&P Cuts Corp. Credit Rating to 'B+'; Off Watch
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating and senior unsecured debt ratings on MEMC Electronic
Materials Inc. to 'B+' from 'BB'. "We have removed the ratings
from CreditWatch with negative implications, where we placed them
on Dec. 12, 2011. At the same time, we revised our financial risk
profile score to 'aggressive' from 'intermediate'. The outlook is
negative. The '4' recovery rating is unchanged," S&P said.

"The downgrade reflects our view that while the restructuring
announced in December 2011 may deliver longer-run benefits to the
company, cash flow will be negative in the first half of 2012 as
the company works through the cash costs of shuttering its
vulnerable solar materials business. There is uncertainty as to
whether solar panel installations and sale prices will support a
stabilization of cash flows in a solar market that remains very
challenging," S&P said.

Whether the company will be able to support its sizable on-
balance-sheet debt will depend substantially on whether it can
successfully continue to sell solar photovoltaic systems into a
market with weakening demand, industry consolidation, and fierce
competition.

"Also, a series of management changes, most recently the May 16
resignation of the chief financial officer, adds uncertainty as to
how the company will navigate these challenging conditions," said
Standard & Poor's credit analyst Grace Drinker.

"The aggressive business risk profile reflects the expected weaker
financial performance. Since the company announced its
restructuring in early December 2011, our view of MEMC's sales
prospects has materially declined. Our base case forecast projects
lower levels of solar installations--400 megawatts (MW) in 2012
and 2013, compared with 800 MW and 1,000 MW in our prior forecast.
Along with restructuring costs, we expect cash flows to be
negative in at least the first two quarters of this year. In our
base case, funds from operations at year-end 2012 are expected to
be $245 million, assuming an installed price of $3.50 per watt.
Further declines in solar panel prices below our base case are
possible and could further pressure the company's earnings and
cash flow outlook," S&P said.

"The negative outlook reflects the uncertain solar energy market,
and the company's reliance on a market recovery in its
semiconductor and solar energy segments for improved financial
performance. Our base case projections look to funds from
operations of $245 million this year. A shortfall from our base
case could trigger another ratings downgrade. We could revise the
outlook to stable if the company has positive cash flow by the end
of 2012, and if we see signs that MEMC can achieve modest growth
in its solar development business that is sustainable through 2013
and beyond. We do not contemplate an upgrade during the outlook
horizon given the company's current internal challenges and the
solar market's weak fundamentals," S&P said.


MICHIGAN FINANCE: S&P Keeps 'B' Rating on General Obligation Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'AA-' rating
to Michigan Finance Authority's (MFA) series 2012B (second lien)
bonds, and its 'A+' rating to the series 2012C (third lien) bonds.
At the same time, Standard & Poor's affirmed its 'AA-' rating on
second-lien parity debt and the 'AA' rating on the priority-lien
local government loan program revenue bonds, all issued for
Detroit. The outlook is stable. In addition, Standard & Poor's
affirmed its 'B' rating on Detroit's general obligation (GO)
bonds. The outlook on those bonds is negative.

"In part, the ratings reflect our view of a statutory lien of
distributable state aid, consisting of state sales tax revenues
Detroit receives from the state," said Standard & Poor's credit
analyst Jane Ridley.

Other factors that support S&P's assessment include:

  - An additional bonds test (ABT) that stipulates constitutional
    and combined constitutional and statutory distributable state
    aid (DSA) must be at least 150% and 200%, respectively, of
    maximum annual debt service (MADS) on second-lien parity debt,
    and 115% and 200%, respectively, for third lien debt;

  - Overall coverage of MADS on all DSA bonds of 1.29x or higher
    based on revenues derived from constitutional revenue sharing
    payments;

  - Coverage of MADS on all DSA bonds that exceeds 4.39x when
    incorporating statutory state aid;

  - The state treasurer's requirement to send all state aid due to
    the city directly to the trustee, in an amount sufficient for
    set-aside payments, before releasing any state aid to the
    city;

  - An agreement with the treasurer that no delay of set-aside
    payments will occur, even if state aid is withheld or delayed
    for any reason; and

  - The treasurer's ability to advance any appropriated state aid
    to the trustee for payment of debt service, if needed.

Bond proceeds will refinance $80 million in short-term borrowing
and provide funds for its required self insurance deposit.
Proceeds will also finance some items under the recently executed
consent agreement between the city and the state.

"The stable outlook reflects our expectation that MADS coverage
will remain strong. If delays in the statutory portion of state
aid for Detroit occur, we expect that the legal mechanisms in
place will be sufficient to ensure timely payment of debt service.
The negative outlook on the GO bonds reflects our assessment of
the problems facing Detroit, including the need to make drastic
expenditure reductions in a short period. Should all of these
challenges be resolved in a manner that is notably advantageous to
the city and result in an improved financial position during our
two-year forecast horizon, Standard & Poor's could raise the
rating. However, if these concerns end negatively, or any other
unforeseen negative events occur, we could lower the rating," S&P
said.


MONTANA ELECTRIC: BEC Wants Case Trustee to Conduct Analysis
------------------------------------------------------------
The Laurel Outlook reports the Beartooth Electric Cooperative
board, in a letter dated May 13, told Lee Freeman, the bankruptcy
trustee of Southern Montana Electric, that the BEC's
responsibility to evaluate the cooperative's financial exposure
and to plan for managing the coop following Southern's bankruptcy
required information Mr. Freeman should provide.

According to the report, the board asked Mr. Freeman to secure
expertise to analyze:

   -- the cost/return of Southern's Highwood Generation Station.
      The analysis should examine HGS' 40 megawatt phase
      one existing facility and separately its planned 120
      megawatt completed facility, each under various business and
      market scenarios using current data and assumptions.

   -- current engineering data and financial assumptions for HGS,
      its market value, and its potential use and cost for
      providing 40 and 120 megawatts.

   -- the costs to the BEC and Southern's other member systems of
      reorganizing Southern under Chapter 11 or liquidating it.

According to the report, the letter explained the analyses will
help the BEC evaluate the cooperative's financial exposure and
identify a path after bankruptcy that will produce the least harm
to its members.  The BEC also wants Mr. Freeman to share the
results of the analysis before he recommends a bankruptcy plan to
the Court.

According to the report, the letter questioned Southern's
previously projected scenarios for marketing or using HGS power,
which were designed to attract investors, and asked for a
realistic new examination of potential uses for the plant.

The report also notes the letter acknowledged Mr. Freeman was
exploring the sale of HGS and expressed concern that HGS would
sell at a price well below its cost.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.  In December 2011,
Southern Montana also sought permission to employ the Goodrich Law
Firm, P.C., as general co-counsel.

The United States Trustee for Region 18 has appointed an Official
Committee of Unsecured Creditors in the case.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


MMRGLOBAL INC: Granite to Offer up to 100 Million Common Shares
---------------------------------------------------------------
MMRGlobal, Inc., filed with the U.S. Securities and Exchange
Commission amendment no. 1 to Form S-1 relating to the offer and
resale of up to 100,000,000 shares of the Company's common stock,
par value $0.001 per share, by the selling stockholder, Granite
State Capital, LLC.  Granite has agreed to purchase 100,000,000
shares pursuant to the investment agreement the Company entered
into with Granite on April 16, 2012.  Subject to the terms and
conditions of that investment agreement, the Company has the right
to "draw," or sell, up to $15 million in shares of the Company's
common stock to Granite.

The Company will not receive any proceeds from the resale of the
Shares offered by Granite.  The Company will, however, receive
proceeds from the sale of shares to Granite pursuant to the
Facility.

The Company's common stock is quoted on the OTCQB, the OTC market
tier for companies that are reporting with the SEC, under the
symbol "MMRF," and on the OTC Bulletin Board under the symbol
"MMRF.OB."  The last reported sale price of our common stock on
the OTC Bulletin Board on April 30, 2012, was $0.02 per share.

A copy of the amended prospectus is available for free at:

                        http://is.gd/yBEtlh

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

Following the 2011 results, Rose, Snyder & Jacobs LLP, in Encino,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The auditor issued going
concern qualification in the 2010 and 2011 financial statements.
The independent auditors noted that the Company has incurred
significant operating losses and negative cash flows from
operations during the years ended Dec. 31, 2011, and 2010.

The Company reported a net loss of $8.88 million in 2011, compared
with a net loss of $17.90 million in 2010.  The Company reported a
net loss of $10.3 million in 2009.

The Company's balance sheet at March 31, 2012, showed
$1.90 million in total assets, $7.96 million in total liabilities,
and a $6.05 million stockholders' deficit.


MPG OFFICE: Receiver to Continue Managing Two California Plaza
--------------------------------------------------------------
MPG Office Trust, Inc., announced that the Company and the special
servicer for Two California Plaza, a property that is currently in
receivership, entered into an agreement dated as of May 23, 2012.

Pursuant to this agreement, the receiver will continue to manage
the property.  The Company will temporarily remain the title
holder of the asset until Two California Plaza is transferred to
another party or there is a completed foreclosure, with a
definitive outside date of Dec. 31, 2012, at which time the
Company will cease to own the asset.  The Company is not obligated
to pay any amounts and are not subject to any liability or
obligation in connection with our exit from the asset, other than
to cooperate in the sale or other disposition.  Also pursuant to
this agreement, the Company is released of nearly all potential
claims under the loan documents, except for certain environmental
claims and other very limited potential claims that the Company
considers immaterial.  The agreement also obligates the Company to
pay approximately $1 million related to certain historical
operational liabilities.

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported net income of $98.22 million in 2011,
compared with a net loss of $197.93 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$2.19 billion in total assets, $3.11 billion in total liabilities,
and a $913.35 million total deficit.


MUSCLEPHARM CORP: Incurs $16 Million Net Loss in First Quarter
--------------------------------------------------------------
MusclePharm Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $16.03 million on $16.56 million of net sales for the
three months ended March 31, 2012, compared with a net loss of
$5.01 million on $3.03 million of net sales for the same period
during the prior year.

The Company's balance sheet at March 31, 2012, showed
$7.55 million in total assets, $24.76 million in total
liabilities, and a $17.21 million total stockholders' deficit.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/oKz4NC

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

For the year ended Dec. 31, 2011, Berman & Company, P.A., in Boca
Raton, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has a net loss of $23,280,950 and net cash
used in operations of $5,801,761 for the year ended Dec. 31, 2011;
and has a working capital deficit of $13,693,267, and a
stockholders' deficit of $12,971,212 at Dec. 31, 2011.


NAVIOS MARITIME: Moody's Cuts CFR/PDR to 'B3'; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating (CFR) and the probability of default rating (PDR) of Navios
Maritime Acquisition Corporation ("Navios Acquisition") to B3 from
B2. Concurrently, Moody's has also downgraded the ratings on
Navios Acquisition's US$505 million of senior secured notes due
2017 to B3 (LDG 4/66%) from B2. The outlook on the ratings is
stable.

Ratings Rationale

"The downgrade of Navios Acquisition reflects Moody's concerns
that, following the acquisition of three new MR2 Eco-Type vessels,
the company will be unable to achieve a financial profile
commensurate with a B2 rating until year-end 2013," says Marco
Vetulli, a Moody's Vice President -- Senior Credit Officer and
lead analyst for Navios Acquisition.

While the three vessels will not be operational until the second
half of 2014, the associated debt will affect the company's
financial profile from 2012. As such, the company's credit metrics
will not be commensurate with a B2 rating until 2013, whereas
Moody's had previously expected a positive inflection of credit
metrics by year-end 2012.

Moreover, further deterioration in the economic environment may
have a negative effect on the consumption of oil and oil products.
This drop-off in consumption could translate into a weaker-than-
expected recovery in freight rates for product tankers, which
could affect Navios Acquisition's future performance, further
delaying the time taken to stabilise the company's credit profile.

As at the end of April 2012, out of the 29 vessels owned by Navios
Acquisition, only 15 vessels are already in the water. Fourteen
vessels have yet to be delivered: seven in 2012, four in 2013 and
three in 2014 (the new MR2 Eco-Type vessels). Moreover, out of the
14 vessels to be delivered, just five have a charter-out contract
attached, whereas nine are still open.

Prior to the one-notch downgrade, Moody's had already recognised
that Navios Acquisition was weakly positioned in its previous
rating category.

Moody's acknowledges that Navios Acquisition's near-term liquidity
position is adequate, with approximately US$80 million of cash,
sufficient committed credit lines to cover its residual capital
outlay and the prospect of generating approximately US$67 million
in cash flow from operations. These sources sufficiently cover the
company's cash needs for the next 12 months.

The stable outlook recognises not only Navios Acquisition's
adequate liquidity, but also the fact that during 2012 the
company's backlog of revenues will allow it to reach its
operational break-even level. The stable outlook also assumes that
Navios Acquisition will be able to gradually improve its operating
performance from 2012 onwards, thanks to the expected delivery of
the new vessels and the company's capability to deploy these at
adequate freight rates.

What Could Change the Rating Up/Down

The inability to demonstrate an improvement in credit metrics by
FYE2012, with debt/EBITDA around 10x and/or FFO/interest coverage
close to 2.0x, could pressure the rating as it would indicate a
decline in the charter-out activity of the new vessels and/or a
renegotiation of the long-term contracts already in place
(contrary to expectations). The agency would also expect some
deleveraging in subsequent years.

Moreover, any unexpected concerns with regard to liquidity could
trigger an immediate downgrade of Navios Acquisition's current
CFR.

Positive pressure on Navios Acquisition's ratings could arise if
the company were to demonstrate the ability to deleverage such
that (i) debt/EBITDA were to approach 7.5x; and (ii) funds from
operations (FFO) to interest coverage were to approach 2.5x.

The principal methodology used in rating Navios Maritime
Acquisition Corp. was the Global Shipping Industry Methodology
published in December 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Navios Acquisition, a company listed on NYSE, was created in 2008
as an acquisition vehicle of the Navios Group and became fully
operational in May 2010. As of the end of January 2012, Navios
Acquisition had a fleet of 29 vessels (3.3 million deadweight
tonnage (dwt)) and total revenues of US$122 million. Navios
Acquisition's main shareholder and sponsor is Maritime Holdings,
Inc. (B1 negative), which currently owns 45.2% of the voting
rights of the company.


NEWFIELD EXPLORATION: Fitch Keeps BB Rating on Subordinated Notes
-----------------------------------------------------------------
Fitch Ratings has revised Newfield Exploration Company's Rating
Outlook to Stable from Positive.  In addition, Fitch affirmed
Newfield's Issuer Default Rating (IDR) at 'BB+' and the rating on
the company's senior subordinated notes at 'BB'.

The return to a Stable Outlook reflects the timing and challenges
of the company's transition from being primarily a natural gas
producer to being an oil focused company.  Debt/PD (proved
developed reserves) has increased to $8.23/boe (barrels of oil
equivalent), calculated using debt balances as of March 31, 2012
and reserves as of December 31, 2011.  This is well above levels
Fitch had formerly noted as being in line with a potential upgrade
($7.00/boe).  This is largely due to a decrease in proved
developed natural gas reserves.  These Debt/PD calculations
include an adjustment adding asset retirement obligations (AROs)
to balance sheet debt levels.

Reserve growth for 2011 was driven by undeveloped bookings in the
Williston (Bakken) and Monument Butte (Uinta) fields (72 mmboe out
of 143 mmboe in total organic adds).  Gains were partially offset
by the reclassification of 15 mmboe of natural gas from proved
undeveloped reserves to probable reserves, as required by SEC
reporting standards, because they are no longer expected to be
developed within the next five years.

The rating reflects the company's relatively conservative
financial profile.  While management has stated it is willing to
borrow to finance acquisitions, Fitch would expect acquisitions to
be relatively small and also to be financed with divestitures of
non-core related assets as the company focuses on continually
high-grading its asset base.

Credit metrics continued to improve as of March 31, 2012 as
Newfield generated latest 12 months (LTM) EBITDAX of $1.76 billion
which resulted in interest coverage of 9.44x and leverage of 1.66x
as measured by debt-to-EBITDAX.

Free cash flow (FCF; cash flow from operations less capital
expenditures) was negative $850 million during the LTM.  Given
expectations for production and capital spending, Fitch expects
Newfield to remain modestly FCF negative in 2012.  However, asset
sales may provide a source to fund this deficit without increasing
debt levels.

Liquidity remains strong and stems from cash balances ($27 million
on March 31, 2012), full availability under the company's $1.25
billion senior unsecured credit facility (maturing in June 2016)
and from operating cash flows ($1.49 billion for the LTM period
ending March 31, 2012).  These numbers are before the April 30,
2012 redemption of $325 million of senior subordinated notes
funded primarily through use of the company's credit facility.
Following this redemption, the company's next debt maturities
include the senior unsecured credit facility and $550 million of
senior subordinated notes, both due in 2016.  Newfield also
maintains a significant amount of commodity hedges reducing the
company's exposure to short-term commodity price volatility which
continue to support operating cash flow levels.

Key covenants are primarily associated with the senior unsecured
credit facility and include maximum debt-to-book capitalization
(60% covenant threshold), and minimum EBITDAX-to-interest expense
(3.50 covenant level), which both had ample headroom at March 31,
2012.

It is noteworthy that when Newfield refinanced its credit facility
in June 2011 an NPV-to-debt covenant was dropped.  This covenant
had only counted 50% of the principal amount of senior
subordinated notes in its calculation. The removal of this
covenant removed the key incentive for the company to issue
subordinated notes.

It is also important to note that a future upgrade of the
company's ratings would likely entail a continued one-notch
differential between the company's senior unsecured and senior
subordinated note ratings.  Future debt offerings for the company
are likely to be senior unsecured note offerings, which would
reinforce the one-notch rating differential.

Fitch has affirmed the following ratings for Newfield:

  -- IDR at 'BB+';
  -- Senior unsecured bank facility at 'BB+';
  -- Senior subordinated notes at 'BB'.

The Rating Outlook is Stable.


NEXT 1 INTERACTIVE: Has 5 Million Authorized Common Shares
----------------------------------------------------------
Next 1 Interactive, Inc., announced that effective as of the
opening of trading on May 22, 2012, the Company effected a reverse
stock split of its outstanding shares of common stock on a
1-for-500 basis and a corresponding decrease in the number of
shares of its common stock that it is authorized to issue.  The
Company effected the Reverse Split and the Share Decrease pursuant
to a Certificate of Change filed with the Nevada Secretary of
State.

Accordingly, as of the effective date of the Reverse Split, each
500 shares of issued and outstanding common stock will be
converted into 1 share of common stock.  In addition, Next 1's
common stock will trade under a new CUSIP number.  The Company's
ticker symbol will remain unchanged (although a fifth-letter
identifier "D" has been appended to indicate the completion of the
Reverse Split; after a 20 business-day period following the
effective date of the Reverse Split, Next 1's ticker symbol will
revert to "NXOI").  As a result of the Reverse Split, the
Company's issued and outstanding shares of common stock decreased
from 1,848,014,287 pre-Reverse Split shares to 3,696,029 post-
Reverse Split shares.  Pursuant to the Share Decrease, the number
of authorized shares of the Company's common stock has decreased
from 2,500,000,000 to 5,000,000 shares of common stock.  These
actions were duly approved by the unanimous written consent of
Next 1's Board of Directors, without stockholder approval,
pursuant to the Nevada Revised Statutes.

It is not necessary for shareholders of the Company to exchange
their existing stock certificates for new stock certificates of
the Company in connection with the Reverse Split; provided,
however, that Next 1 shareholders may do so at their own cost.
Please direct any questions you might have concerning the Reverse
Split to your broker or the Company's transfer agent, American
Stock Transfer & Trust Company, at (718) 921-8200.

                      Entry Into Partnership

Next 1 Interactive, through its minority ownership in and
marketing relationship with RealBizMedia, is pleased to announce
that RealBizMedia has taken a major step forward by entering into
a significant strategic real estate partnership that will further
enhance branding, sales, promotion, expansion, and consumer usage
of the Video on Demand (VOD) Real Estate network.  This
partnership will enable more home listings to be delivered in a
video format seamlessly to consumers in the comfort of their own
home.  To learn more about this relationship click here:

                       http://tiny.cc/6ygiew

                      About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is an interactive
media company that focuses on video and media advertising over
Internet, Mobile and Television platforms.  Historically, the
Company operated through two divisions, media and travel.  A third
(real estate) division is anticipated to be launching during the
fourth quarter of fiscal 2012.

For the nine months ended Nov. 30, 2011, the Company has reported
a net loss of $8.0 million on $1.1 million of revenues, compared
with a net loss of $10.2 million on $1.9 million of revenues for
the nine months ended Nov. 30, 2010.

The Company's balance sheet at Nov. 30, 2011, showed $3.0 million
in total assets, $13.0 million in current liabilities, and a
stockholders' deficit of $10.0 million.

As reported in the TCR on June 22, 2011, Sherb & Co., LLP, in Boca
Raton, Fla., expressed substantial doubt about Next 1
Interactive's ability to continue as a going concern, following
the Company's results for the fiscal year ended Feb. 28, 2011.
The independent auditors noted that the Company had an accumulated
deficit of $53.2 million and a working capital deficit of
$13.4 million at Feb. 28, 2011, net losses for the year ended
Feb. 28, 2011, of $23.2 million and cash used in operations during
the year ended Feb. 28, 2011, of $9.6 million.


OIL STATES: S&P Affirms 'BB' Corp. Credit Rating; Outlook Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston-
based Oil States International Inc. to positive from stable. "At
the same time, we affirmed our ratings on Oil States, including
the 'BB' corporate credit rating," S&P said.

"The positive outlook reflects Oil States' improved credit metrics
since the acquisition of the MAC group and that we expect to raise
the rating on the company in the next 12 months if the company
maintains a leverage ratio below 2.25x," said Standard & Poor's
credit analyst Christine Besset. "Based on our assumption of a
revenue growth of 22% and 12% and an EBITDA margin of 18% and
16% in 2012 and 2013, respectively, as well as capital
expenditures of $500 million to $700 million, debt to EBITDA
should remain at about 1.8x for the next couple of years. We
believe that the main risks to our forecasts remain the
possibility of a large, debt-financed acquisition (such as the
past MAC group acquisition) or a lower-than-expected resilience of
the group's businesses to deteriorating conditions in the oil
field services industry."

"The ratings on Oil States International Inc. (OIS) continue to
reflect the company's fair business risk profile due to its
geographic concentration in Canada and Australia in its
accommodations business segment, exposure to the inherent
volatility of onshore and offshore drilling activity in its
offshore products, and well site services and low margin tubular
services business segments. The ratings also reflect the company's
significant risk profile stemming from an aggressive growth
strategy and the significant planned capital expenditures for
2012. Ratings also reflect OIS' strong liquidity and
moderate debt leverage, some product diversification among its
four business segments, and good near-term growth prospects for
its accommodations business segment," S&P said.

"The positive outlook reflects our expectation that OIS' more
stable accommodations business should mitigate the cyclicality of
its other operations and that the company will be able to grow
this business without jeopardizing credit metrics. We would
consider an upgrade to 'BB+' if the company continues to deliver
strong operating results and sustains leverage below 2.25x over
the next 12 months. We would revise the outlook back to stable if
leverage increases above 3x on a persistent basis because of
deteriorating operating results or a leveraging transaction," S&P
said.


PATRIOT COAL: S&P Cuts Corp. Credit Rating to 'CCC'; on Watch Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on St. Louis, Mo.-based Patriot Coal Corp. to 'CCC' from
'B-'. "At the same time, we lowered our issue-level rating on the
company's senior unsecured debt to 'CCC' (the same as the
corporate credit rating) from 'B-'. The recovery rating remains
'3', reflecting our expectation of meaningful recovery (50% to
70%) in the event of payment default," S&P said.

"The ratings remain on CreditWatch with negative implications,
where we placed them on Jan. 23, 2012," S&P said.

"The CreditWatch listing reflects our expectations that Patriot's
proposed refinancing of its existing convertible notes and
additional liquidity to support operations is highly uncertain
based on current market conditions," said Standard & Poor's credit
analyst Maurice Austin. "In addition, Patriot announced that it
has hired the Blackstone Group (unrated) to assist it in achieving
an optimal financing package. As of March 31, 2012, the company
has about $115 million of balance sheet cash after spending about
$80 million during the first quarter. As operating performance
remains weak as a result of curtailed production, we doubt
Patriot's ability to meet near term obligations."

"The corporate credit rating on Patriot reflects the combination
of what we consider to be the company's 'weak' business risk
profile and 'highly leveraged' financial risk profile. The company
has significant exposure to the high-cost Central Appalachia
region and faces the inherent risks of coal mining, including
operating problems, price volatility, and increasing costs and
regulatory scrutiny," S&P said.

"In resolving the CreditWatch listing, we will review Patriot's
liquidity and performance expectations and assess its progress in
strengthening its finances, including replacing its current credit
facilities. This will include meeting with management to discuss
its near-term operating and financial prospects, including end-
market demand trends," S&P said.


PEAK FITNESS: Owner Banned From Health-Club Business
----------------------------------------------------
Charlotte Business Journal, citing an article from Wilmington
StarNews, reports that Jeffrey Stec, former owner of more than 20
Peak Fitness gyms -- including locations in Concord, Cornelius and
Charlotte -- has been banned from the health-club business for
12 years after he failed to maintain sufficient bonds.  StarNews
noted that since 2006, the attorney general has received more than
700 complaints regarding Peak-related health clubs.

Based in Charlotte, North Carolina, Fitness Management Group, Inc.
-- http://www.peakfitnessclubs.com/-- is the holding company for
Peak Fitness centers. Peak Fitness is a leading regional provider
of fitness centers in North and South Carolina.  The company
currently has 17 locations and is the largest independently
operated fitness club chain in the Carolinas.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. N.C. Case No. 09-31863) on July 10, 2009.  James H.
Henderson, Esq., assists the Company in its restructuring efforts.
The Company listed $100,001 to $500,000 in assets and $10 million
to $50 million in debts.


PHILADELPHIA ORCHESTRA: Seeks Bankruptcy Exit in July
-----------------------------------------------------
Daniel J. Wakin at the New York Times reports the Philadelphia
Orchestra has laid out its plan to erase debt and cut costs.

According to the report, the orchestra submitted its
reorganization plan to U.S. Bankruptcy Judge Eric L. Frank in
Philadelphia.  It still requires the approval of the judge and
creditors, and if all goes well, the orchestra expects to emerge
from Chapter 11 in July.

The report says the plan would call for unfunded pension
liabilities to be transferred to the federally backed Pension
Benefit Guaranty Corporation, which has assumed responsibility for
two of the orchestra's pension plans.  The corporation puts the
liabilities at $62 million; the orchestra is proposing to pay
$1.3 million.

The report adds the move will result in reduced pensions for "a
few musicians," said the orchestra's president and chief
executive, Allison Vulgamore.  About 50 cents on the dollar would
go to unsecured creditors like the company that printed programs;
a restaurant; hotels used to put up guest artists; and The
Philadelphia Inquirer, which sold it advertising.  The report says
the Kimmel Center, the orchestra's landlord, would receive
$748,000 in rent owed over the past year.

The report relates financial figures in the reorganization plan
project shrinking shortfalls, still amounting to $9.5 million
after the 2013-14 season.  The report notes the projections depend
on optimistic predictions of ticket sales and annual fund-raising.
More marketers and fund-raisers will be hired to bolster those
areas, orchestra officials said.

The report says a fiscal plan developed last year called for a
balanced budget by 2018, but Ms. Vulgamore said extra spending
meant that even more money would have to be raised to meet that
goal.  A short-term fund-raising campaign to deal with the red ink
has a goal of $60 million, with $36 million raised so far.  Beyond
that, the orchestra now needs to add $100 million to its
relatively anemic endowment of $112 million over the next five
years, Ms. Vulgamore said.  The extra endowment money would
produce the additional income needed.

The report notes the orchestra said bankruptcy court-related costs
were $8.8 million, about half of that consisting of legal fees.

                    About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.


PJ FINANCE: Gaia Invests $22.5 Million of New Equity
----------------------------------------------------
Virtual-Strategy Magazine reports Shiboleth LLP said it
successfully represented its client Gaia Real Estate in connection
with a $22.5 million investment of new equity to acquire and
recapitalize PJ Finance Company, which filed for Chapter 11
bankruptcy protection in March 2011 and reemerged as a going
concern on May 11, 2012.

The report notes Gaia Real Estate partnered with Starwood Capital
to complete the acquisition.

According to the report, PJ Finance Company's assets include a
multifamily portfolio consisting of over 9,500 multifamily units
located in major metropolitan areas throughout the high-growth
Sunbelt region.  The portfolio was originally acquired in 2001 and
recapitalized with more than $540 million of securitized debt
financing in 2006, at a valuation of $580 million.

                         About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7,
2011.  Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware; and Michelle E. Marino, Esq., and Stuart M.
Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve
as bankruptcy counsel.  Ernst & Young LLP serves as the Debtors'
independent auditors.  Kurtzman Carson Consultants, LLC, is the
Debtors' claims and notice agent.  An official committee of
unsecured creditors has been named in the case.  Christopher A.
Jarvinen, Esq., Janine M. Cerbone, Esq., Joseph Orbach, Esq., and
Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, N.Y.
represent the committee as lead counsel.  Kimberly A. Brown, Esq.,
Matthew B. McGuire, Esq., and Richard Scott Cobb, Esq., at Landis
Rath & Cobb, in Wilmington, Del., serve as the Committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

The Debtors emerged from Chapter 11 protection May 11, 2012.


POTOMAC SUPPLY: Can Continue Using Cash Collateral Until June 15
----------------------------------------------------------------
The Hon. Douglas O. Tice, Jr. of the U.S. Bankruptcy Court for the
Eastern District of Virginia has amended the final order
authorizing Potomac Supply Corporation's use of cash collateral
until June 15, 2012.

As reported by the Troubled Company Reporter on April 11, 2012,
the Official Committee of Unsecured Creditors asked the U.S.
Bankruptcy Court for the Eastern District Virginia to amend the
final order authorizing the Debtor's use of cash collateral.  The
Committee related that immediately upon its organization and
selection of counsel on Feb. 9, 2012, the Committee and its
professionals have engaged in discussions with the Debtor and its
lender to craft a revised cash collateral order that most
reasonably balances the competing interests of the Debtor, its
secured lender, and the unsecured creditors.  The Committee has
concerns about several issues, including, the protections granted
to the secured lender under the Final Order as well as the
Debtor's proposed budget.

The Court found that the Debtor doesn't have sufficient
unencumbered cash with which to continue to operate its businesses
in Chapter 11.  The Debtor needs to use cash collateral to
continue its business operations without interruption.  The
Debtor's use of cash collateral is necessary to avoid immediate
and irreparable harm to the estate.

The Debtor is required at the end of each given week to maintain a
cash balance equal to not less than the greater of  an amount 10%
lower than the projected cash position for each given week, or
$691,000.

The Debtor's use of cash collateral terminates on June 15, 2012.
Regions Bank and the Committee acknowledge that the Debtor has
advised them it intends to seek additional use of cash collateral
beyond that date.

As adequate protection for the Debtor's use of cash collateral,
Regions will have an administrative expense claim to the full
extent of any diminution in the value of Regions' interest in its
collateral.  As further adequate protection, the Debtor will,
among other things, file an application to employ a broker for the
purposes of marketing and selling the Debtor's business, and
assets necessary to that business, including the plant property,
as a going concern, or in any other manner designed to achieve a
fair market price for the business and assets.  The Debtor will
continue listing for sale with an appropriate real estate broker
the non-core real estate assets subject to Region's lien,
including properties generally known as Kinsale Bluffs, Straughan,
Barr Neck and Black Stump, as well as these parcels of property:
(a) the property known as the Withers House; and (b) the Courtney
Store Property.

                    About Potomac Supply Corp.

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr. presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serve as the Debtor's bankruptcy counsel.
The petition was signed by William T. Carden, Jr., chief executive
officer.

LeClairRyan, A Professional Corporation is representing the
Official Committee of Unsecured Creditors.


POTOMAC SUPPLY: Wants Plan Filing Deadline Extended Until Sept. 17
------------------------------------------------------------------
Potomac Supply Corporation asks the Hon. Douglas O. Tice, Jr. of
the U.S. Bankruptcy Court for the Eastern District of Virginia to
extend the exclusive periods within which Potomac may file and
solicit acceptances of a Chapter 11 plan by approximately 120
days, or Sept. 17, 2012, and Nov. 15, 2012, respectively.

The Debtor's bankruptcy case is large and complex with
approximately $38 million in assets and approximately $24 million
in liabilities, and over 300 creditors and parties-in-interest.

Jerry Hall, Esq., at Pillsbury Winthrop Shaw Pittman LLP, the
attorney for the Debtor, tells the Court that although the Debtor
has gathered much of the information it needs to prepare its plan
and disclosure statement, additional time and work is needed to
ensure that the formulation and confirmation of a plan proceeds in
a manner that adequately represents the interests of the Debtor,
its creditors, and other parties-in-interest.  The Court may note
that since just over a month into the case, the Debtor has been
engaged in substantial litigation initiated by Regions Bank that
has consumed most of Potomac's time, Mr. Hall says.

According to Mr. Hall, the Debtor has stabilized its business
operations and is making progress towards successfully
restructuring its business, and continues to actively market its
assets and has been engaged in discussions with prospective
purchasers for several weeks.  The Debtor has retained an
investment banker to assist in marketing and selling its assets.

Potomac is paying its debts as and when due, Mr. Hall says.  "The
Debtor has negotiated with all creditors and will continue to do
so, evidencing a willingness to negotiate.  Specifically, Potomac
has negotiated and resolved Toyota Motor Credit Corporation's and
Land & Sea's motions for relief from the automatic stay.  Potomac
also has negotiated with Regions regarding its pending motion to
convert or dismiss the case.  Further, Potomac has worked with the
Committee, providing the Committee and its professionals a direct
line of communication with Potomac's management," Mr. Hall states.


PROTEONOMIX INC: Demetrius Resigns as Accountants
-------------------------------------------------
Proteonomix, Inc., was notified by Demetrius & Company, L.L.C.,
that they have resigned as the Company's independent registered
public accounting firm.  The resignation of Demetrius as the
Company's independent registered public accounting firm was
accepted by the Company's Board of Directors on May 21, 2012.
Demetrius issued no reports on the Company's financial statements
and thus no reports contained an adverse opinion or disclaimer of
opinion, and those reports were not qualified or modified as to
uncertainty, audit scope or accounting principle.

Demetrius had been retained by the Company on May 11, 2012.  The
previous independent registered accounting firm, JPDH & Company
also did not issue any financial statements.  The next previous
independent public accounting firm KBL, LLP, issued financial
statements for the years ended Dec. 31, 2011, and 2010, containing
explanatory paragraphs which noted that there was substantial
doubt as to the Company's ability to continue as a going concern
as the Company has negative working capital, and substantial
accumulated deficits.  These factors raise substantial doubt about
the ability of the Company to continue as a going concern.

During the period from May 11, 2012, through May 21, 2012, the
Company had not had any disagreements with Demetrius on any matter
of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if
not resolved to Demetrius' satisfaction, would have caused them to
make reference thereto in their reports on the Company's financial
statements for those periods.

As of May 25, 2012, the Company has not yet engaged a new
independent registered public accounting firm.

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company reported a net loss applicable to common shares of
$1.38 million in 2011, compared with a net loss applicable to
common shares of $3.47 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.34 million
in total assets, $7.03 million in total liabilities, and a
$3.69 million total stockholders' deficit.

After auditing the financial statements for the year ended
Dec. 31, 2011, KBL, LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.


RIVER CANYON: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: River Canyon Real Estate Investments LLC
        11118 Caretaker Road
        Littleton, CO 80125

Bankruptcy Case No.: 12-20763

Chapter 11 Petition Date: May 23, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

About the Debtor: The Debtor earned around $13 million from golf
                  operations and real estate development in 2008
                  until 2010.  The Debtor said in the statement of
                  financial affairs that income in 2011 and 2012
                  was "unknown due to receivership."

                  The property, which is located in the southwest
                  Denver Metropolitan area, is subdivided into 243
                  lots, golf course and open space.  The Debtor
                  sold 76 lots prepetition.  The Debtor owns
                  remaining unsold 166 lots, the golf course and
                  the open space as of the petition date.  The
                  Debtor also purchased water tap certificates for
                  37 of the unsold lots, leaving 119 unsold water
                  tap certificates.

Debtor's Counsel: David Wadsworth, Esq.
                  SENDER & WASSERMAN, P.C.
                  1660 Lincoln Street, Suite 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  E-mail: dvw@sendwass.com

                         - and ?

                  Harvey Sender, Esq.
                  SENDER & WASSERMAN, P.C.
                  1660 Lincoln Street, Suite 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  E-mail: Sendertrustee@sendwass.com

Scheduled Assets: $19,738,854

Scheduled Liabilities: $45,318,605

The petition was signed by Glenn Jacks, managing member of MLC
Development LLC, managing member.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Beal Bank Nevada                   Bank Loan           $30,772,936
7195 Dallas Parkway
Plano, TX 75024

United Water & Sanitation District  --                  $2,646,891
8301 E. Prentice Avenue, Suite 100
Greenwood Village, CO 80111

United Water & Sanitation District  --                    $442,490
8301 E. Prentice Avenue, Suite 100
Greenwood Village, CO 80111

1st Net Real Estate Services, Inc.  --                    $154,539

Ravenna Metropolitan District       --                     $47,345

Starrs Mihm, LLC                    --                     $25,804

US FoodService                      --                     $18,681

Sprung Instant Structures Inc.      --                     $18,672

Continental Western Insurance Co.   --                     $16,743

Titleist                            --                     $16,720

Colorado Golf and Turf              --                     $13,137

Callaway Golf and Company           --                     $10,068

Golf Enviro Systems Inc.            --                      $8,839

Taylor Made Golf Co. Inc.           --                      $7,015

L.L. Johnson                        --                      $6,596

Peter Millar                        --                      $6,096

Footjoy                             --                      $5,832

Republic National Distributing Co.  --                      $4,255

Xcel Energy                         --                      $3,964

Eagle Electric                      --                      $3,940


ROBERTS HOTELS: Dallas Hotel Files for Chapter 11 Bankruptcy
------------------------------------------------------------
Roberts Hotels Dallas LLC, one of the hotels in St. Louis-based
Roberts Cos.'s portfolio, filed for Chapter 11 bankruptcy in St.
Louis on May 23, 2012, listing $1 million to $10 million in
assets, and $10 million to $50 million in debts.

Lisa Brown at St. Louis Today reports the hotel, which operates as
a Courtyard by Marriott at 2383 Stemmons Trail in Dallas, remains
open.  The Dallas hotel is one of six hotels owned by Roberts Cos.
that is involved in a lawsuit Bank of America filed against the
company in April.

According to the report, in the suit, Bank of America alleges
Roberts Cos. defaulted on a loan to renovate six hotels it owns
outside of Missouri and owes more than $34 million.  All six of
the hotels filed for bankruptcy since April.  The hotels are
located in Tampa, Atlanta, Dallas, Houston, Shreveport, La., and
Spartanburg, S.C.

The report relates Tom DeWoskin, Roberts Cos.' attorney in the
bankruptcies, said the company acquired the hotels in the mid-
2000s, when real estate values peaked.  When the recession took
hold, revenue at the hotels was insufficient to cover the cost of
acquisitions and renovations.  Mr. DeWoskin said Roberts Cos. is
in the midst of hiring a broker to sell the six properties or
attract investors.

                       About Roberts Hotels

Roberts Hotels Spartanburg, LLC, filed a bare-bones Chapter 11
petition (Bankr. E.D. Mo. Case No. 12-43756) in its hometown in
St. Louis, Missouri, on April 19, 2012.  The Debtor estimated
assets of up to $50 million and debts of up to $10 million.

Roberts Hotels Spartanburg owns the Clarion Hotel, formerly named
Radisson Hotel & Suites Spartanburg.  The Debtor is represented by
A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, in St. Louis.

Roberts Hotels Houston LLC, dba Holiday Inn Houston and Holiday
Inn Southwest, filed for Chapter 11 bankruptcy (Bankr. E.D. Mo.
Case No. 12-43590) on April 16, 2012.  Judge Charles E. Rendlen
III presides over the case.  The Danna McKitrick firm also serves
as counsel.  Roberts Hotels Houston estimated under $50,000 in
assets and $10 million to $50 million in debts.  The petition was
signed by Michael W. Kirtley, chief operating officer.

On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts
Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss.
Case No. 11-04341), estimating both assets and debts of between $1
million and $10 million.  John D. Moore, P.A., represents the
Debtor.


ROOMSTORE INC: New DIP Lender Salus Capital Wants Plan by June 15
-----------------------------------------------------------------
RoomStore Inc. delivered financial results to the Securities and
Exchange Commission for the three and nine months ended Nov. 30,
2011.  RoomStore, which sought bankruptcy protection in December,
posted a net loss of $7,964,000 for the three months, and
$15,668,000 for the nine months, ended Nov. 30, 2011.  RoomStore
said total assets were $59,566,000 against total liabilities of
$57,746,000 at Nov. 30, 2011.

RoomStore also disclosed in the regulatory filing that Wells Fargo
Retail Bank, N.A., which provided bankruptcy financing, has
assigned its interest under the DIP loan to Salus Capital
Partners, LLC, on Jan. 20, 2012.

Wells Fargo is RoomStore's prepetition lender under a May 2010
four-year, $30,000,000 revolving credit facility.  RoomStore was
in default of certain financial covenants of the facility.  The
defaults were waived under the DIP financing agreement.

Wells Fargo also assigned its interest in the prepetition revolver
to Salus.

On Dec. 13, 2011, the Bankruptcy Court entered an interim order
authorizing the Company to execute all documents necessary to
obtain DIP financing up to a maximum amount of $14,000,000,
subject to (a) carve out for professional fees in an amount
increasing over time to $500,000, and (b) certain other borrowing
restrictions from Wells Fargo.  On Dec. 15, 2011, the Company
executed a Ratification and Amendment Agreement to obtain and
secure the DIP Facility.  Under the terms of the Ratification
Agreement, Wells Fargo has the discretion to apply the Company's
post-petition payments and proceeds first to amounts owed
prepetition to Wells Fargo before applying payments and proceeds
against post-petition advances.  At the time of the filing of the
Chapter 11 Case, the Company owed Wells Fargo roughly $5,700,000
under the Revolver.  The Bankruptcy Court entered a final order on
Jan. 5, 2012, authorizing the DIP Facility.  The Company paid
financing fees of $150,000 on Dec. 15, 2011 for the DIP Facility.

Subsequent to the assignment, the Company and Salus have agreed to
revise certain terms of the DIP Facility.  The Bankruptcy Court
approved the revisions on Feb. 8, 2012.  The New DIP Facility
increased the maximum amount of the facility to $15,000,000.  The
Company paid financing fees of $150,000 on Feb. 8, 2012, for the
New DIP Facility and, upon the assignment of the DIP Facility to
Salus, received a waiver from Wells Fargo of an additional
$130,000 fee due to Wells Fargo.

The Company entered into the New DIP Facility because the
borrowing base formula in the New DIP Facility initially provided
substantial incremental liquidity, including (i) up to $3,000,000
of borrowing availability in respect of certain pledged equity,
and (ii) increased advance rates on eligible inventory and real
estate.

RoomStore missed certain performance targets of the New DIP
Facility and has entered into subsequent amendments with Salus to
obtain waivers of events of default.  The Company and Salus
entered into a Fourth Amendment to the Revolver on April 11, 2012,
pursuant to which Salus waived certain technical events of default
under the New DIP Facility and decreased the revolving credit loan
ceiling to $10,000,000 from $15,000,000, which was offset in part
by amending the formula for funds available under the New DIP
Facility such that the funds available to the Company decreased by
an aggregate of $3,850,000 rather than $5,000,000.

In consideration for entering into the Fourth Amendment, the
Company paid Salus a portion of the termination fee for the New
DIP Facility in the amount of $38,000.  The Bankruptcy Court
entered an order approving the Fourth Amendment on April 19, 2012.

RoomStore and Salus entered into a Fifth Amendment to the Revolver
on April 19, 2012, to replace line item expense budget variance
covenants with less rigorous liquidity and aggregate disbursement
covenants and to extend the time for the Company to file a plan of
reorganization from April 15, 2012, to June 15, 2012.  The Fifth
Amendment also added a more stringent minimum sales requirement,
whereby the Company will be required to achieve sales (a) for each
week ending during the first three weeks after the Bankruptcy
Court issues an order approving the Fifth Amendment of not less
than 80% of the projected sales for such week as set forth in a
budget agreed to by the Company and Salus, and (b) for each test
period thereafter, of not less than 85% of the projected sales for
such period.

The Fifth Amendment also resulted in the base margin interest rate
charged to the Company increasing from 3.0% to 3.5% and requires
that the Company begin closing by June 4, 2012, the retail stores
for which the Company has not received landlord consents by that
date to extend the Company's time to assume or reject such leases,
as permitted by the Bankruptcy Code.  In consideration for
entering into the Fifth Amendment, the Company paid Salus a fee of
$75,000 on May 4, 2012.

Loans made under the New DIP Facility (as adjusted by the Fifth
Amendment) bear interest at a rate equal to 3.5% plus the highest
of (a) the federal funds rate plus 0.5%, (b) three month LIBOR
plus 1.0%, or (c) the JP Morgan Chase Bank N.A. "prime rate" as
announced from time to time at its principal office in New York.
The Company is required to pay an unused line fee of 0.75% per
annum, paid monthly in arrears, and fees of 3.0% per annum on the
stated amount of outstanding documentary letters of credit and
3.0% per annum on the principal balance of outstanding letters of
credit.

In addition, the Company is required to pay collateral monitoring
fees of $5,000 per month, fully earned and payable in advance each
month that the New DIP Facility is outstanding.  The interest rate
applicable to advances against the pledged equity components added
to the borrowing base is 13.0% until 90 days after Feb. 8, 2012,
subject to reduction thereafter.

The New DIP Facility matures on the earliest to occur of (a) June
12, 2013, (b) the effective date of a plan of reorganization of
the Company, (c) the consummation of a sale or sales of all or
substantially all of the Company's assets and properties or of all
equity interests in the Company, (d) the last termination date set
forth in the Final Order of the Bankruptcy Court, and (e) the
payment in full of all of the Company's obligations under the New
DIP Facility after notice by the Company to Salus of the Company's
intent to terminate the New DIP Facility.

Under the New DIP Facility as amended by the Fifth Amendment, in
the event that the Company has not, on or before the close of
business on June 15, 2012, repaid the New DIP Facility in full or
filed a Chapter 11 plan in form and substance reasonably
satisfactory to Salus, the Company is required, by June 29, 2012,
to commence the sale of all of its assets, other than leases and
fixtures, and by July 10, 2012, commence an auction for the sale
of all of its leases and fixtures.

To secure repayment of all pre-petition and post-petition
obligations, Salus was granted a first priority and perfected
security interest and lien on all assets of the Company, except
for the Company's real property located at 1008 Highway 501 in
Myrtle Beach, South Carolina.

The Company also has a real estate mortgage note payable bearing
interest at 7.25% per year with a final balloon payment due on
July 1, 2016.  The principal unpaid balance at Nov. 30, 2011 and
Feb. 28, 2011 was $2,359 and $2,421, respectively, and is secured
by the underlying property in Myrtle Beach, South Carolina.

                          Store Closings

There are 14 stores that have closed and an additional nine stores
in the process of closing through going-out-of-business sales.
The closings are being handled by a joint venture comprised of
Hilco Merchant Resources, LLC, SB Capital Group, LLC, Planned
Furniture Promotions, Inc., and Tiger Capital Group, Inc.  The
liquidators won a bid at an auction held under the supervision of
the Bankruptcy Court on Jan. 5, 2012.  In addition, 10 stores in
RoomStore's North Texas market were sold on April 12, 2012, to
Furniture Asset Acquisition LLC.  Four of those locations are
still open and are currently being operated under the RoomStore
name.  FAA was given the right to liquidate all of the merchandise
in these stores and is the process of conducting going-out-of-
business sales.

Pursuant to the agency agreement approved in January, the
liquidators were given the right to liquidate all of the
merchandise in 18 of the Company's furniture retail stores in
exchange for payments from the liquidators to the Company of an
aggregate of $4,400,000 subject to an inventory count during which
an evaluation of the salability of the inventory would be made.
This amount includes a guaranteed amount of $100,000 pursuant to
the terms of the Agency Agreement, as well as an augmented
recovery amount of $250,000.  The Company received payment of
$4,000,000 on Jan. 6, 2012.

The book value of the merchandise in the Closed Stores conveyed
pursuant to the Agency Agreement was $3,800,000 on Jan. 6, 2012,
and accordingly, there were no charges incurred in connection with
entering into the Agency Agreement.

The Company has retained Feinblum Real Estate, Inc., to market the
surplus leases for the Closed Stores.  Feinblum will receive
customary fees for marketing the Closed Stores.  In addition to
the Closed Stores, the Bankruptcy Court approved the Company
liquidating the merchandise in an additional seven stores through
its own efforts, although the Company subsequently decided to
close only six of the stores.  The book value of the merchandise
in the Additional Stores on Jan. 6, 2012, was $1,200,000.  The
Company closed five of the Additional Stores and rejected the
leases for those five locations during January 2012.  The leases
for the Closed Stores and the Additional Stores will either be
rejected or sold.

On April 12, 2012, the Bankruptcy Court approved an order allowing
the Company to enter into an Agency Agreement with Furniture Asset
Acquisition LLC to transfer to FAA (i) the lease disposition
rights of all 10 stores in the North Texas market, subject to
FAA's payment of all cure amounts then owed, (ii) all of the
inventory of all of such stores and the going out of business
rights in the North Texas market, (iii) the rights to the
"RoomStore" name in the state of Texas, and (iv) all of the
customer lists and other customer data of the Company's customers
in Texas.

Pursuant to this agreement, the Company will receive $1,700,000
for the lease disposition rights, 100% of the cost of its
inventory, estimated at approximately $2,200,000 and $300,000 for
the rights to the "RoomStore" name and for the customer lists.  A
final payment will be made subject to the reconciliation of the
inventory counts and the inventory status evaluation.

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates retail
furniture stores and offers home furnishings through
Furniture.com, a provider of Internet-based sales opportunities
for regional furniture retailers.  RoomStore was founded in 1992
in Dallas, Texas, with four retail furniture stores.  With more
than $300 million in net sales for its fiscal year ending 2010,
RoomStore was one of the 30 largest furniture retailers in the
United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  When it filed for bankruptcy, the Company operated a
chain of 64 retail furniture stores, including both large-format
stores and clearance centers in eight states: Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina, Florida,
Alabama, and Texas.  It also had five warehouses and distribution
centers located in Maryland, North Carolina, and Texas that
service the Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 83 mattress stores (as of Aug. 31, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the Mattress Discounters stake after it filed
its second bankruptcy in 2008.  Mattress Discounters sought
Chapter 11 relief on Sept. 10, 2008 (Bankr. D. Md. Case Nos.
08-21642 and 08-21644).  It filed the first Chapter 11 bankruptcy
on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330), and emerged on
March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

RoomStore's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


ROOMSTORE INC: Dispute With Mattress Discounters Co-Owner Shelved
-----------------------------------------------------------------
RoomStore Inc. disclosed in a regulatory filing that after it
filed for bankruptcy, the minority owner of Mattress Discounters
Group asserted that pursuant to Virginia law RoomStore, which owns
a 65% membership interest in MDG, became disassociated from MDG
and thereby lost its management interests (but not its economic
interests) in MDG.

An individual owns the remaining 35% membership interest.

In connection with entering into the DIP financing, and as
expressly authorized under the Operating Agreement for MDG, on
Dec. 11, 2011 the Company voted its 65% membership interest in
favor of pledging all of the assets of MDG as collateral for the
DIP Facility.

The minority owner then sought to reverse some of the votes and
actions from a Dec. 1, 2011 meeting of MDG members and managers.
On Dec. 14, 2011, the Company and the minority owner entered into
a unanimous, written consent whereby the parties agreed to
preserve all arguments and remedies regarding pledging MDG's
assets and disassociation, and take no further action on behalf of
MDG without the unanimous consent of the members and managers of
MDG, as appropriate.  The "standstill" agreement is in effect
until the earlier of Dec. 31, 2012, the effective date of a plan
of reorganization, or the termination of the DIP Facility pursuant
to certain rights of the DIP lender as set forth in the DIP
Facility loan documents.

On Dec. 15, 2011, the Company, the minority owner, and all three
Managers of MDG executed various binding documents, including
unanimous resolutions and a General Security Agreement, which
affirmed the pledge of MDG's assets as collateral for the DIP
Facility.

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates retail
furniture stores and offers home furnishings through
Furniture.com, a provider of Internet-based sales opportunities
for regional furniture retailers.  RoomStore was founded in 1992
in Dallas, Texas, with four retail furniture stores.  With more
than $300 million in net sales for its fiscal year ending 2010,
RoomStore was one of the 30 largest furniture retailers in the
United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  When it filed for bankruptcy, the Company operated a
chain of 64 retail furniture stores, including both large-format
stores and clearance centers in eight states: Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina, Florida,
Alabama, and Texas.  It also had five warehouses and distribution
centers located in Maryland, North Carolina, and Texas that
service the Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 83 mattress stores (as of Aug. 31, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the Mattress Discounters stake after it filed
its second bankruptcy in 2008.  Mattress Discounters sought
Chapter 11 relief on Sept. 10, 2008 (Bankr. D. Md. Case Nos.
08-21642 and 08-21644).  It filed the first Chapter 11 bankruptcy
on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330), and emerged on
March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

RoomStore's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


ROSETTA GENOMICS: To Raise $6.6 Million in Registered Offering
--------------------------------------------------------------
Rosetta Genomics Ltd. has entered into definitive agreements with
investors to purchase an aggregate of 570,755 ordinary shares at a
price of $11.50 per share in a registered direct offering.  The
offering is expected to close on or about May 31, 2012, subject to
the satisfaction of customary closing conditions.

Rosetta plans to use the net proceeds from the offering primarily
to fund its operations and for other general corporate purposes,
including, but not limited to, repayment or refinancing of
existing indebtedness or other corporate borrowings, working
capital, intellectual property protection and enforcement, capital
expenditures, investments, acquisitions or collaborations,
research and development and product development.

Aegis Capital Corp. acted as the exclusive placement agent for the
offering.

A shelf registration statement relating to the securities offered
and sold in the offering has been filed with the Securities and
Exchange Commission and has been declared effective.  A final
prospectus supplement relating to the offering will be filed by
Rosetta with the SEC.  Copies of the final prospectus supplement
and accompanying prospectus may be obtained directly from Rosetta
by contacting Rosetta Genomics Ltd., 10 Plaut Street, Science
Park, Rehovot 76706, Israel or via telephone at 215-382-9000 ext.
309 or via e-mail at investors@rosettagenomics.com or from Aegis
Capital Corp. by request to Prospectus Department, 810 Seventh
Avenue, 11th Floor, New York, NY, 10019, telephone: 212-813-1010
or e-mail: prospectus@aegiscap.com

                           About Rosetta

Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

In its auditors' report for the 2011 financial statements, Kost
Forer Gabbay & Kasierer, in Tel-Aviv, Israel, expressed
substantial doubt about Rosetta Genomics' ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses and generated negative
cash flows from operating activities in each of the three years in
the period ended Dec. 31, 2011.

The Company reported a net loss after discontinued operations of
$8.83 million on $103,000 of revenues for 2011, compared with a
net loss after discontinued operations of $14.76 million on
$279,000 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.04 million
in total assets, $2.40 million in total liabilities, and a
stockholders' deficit of $356,000.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, "We have used substantial funds to discover, develop and
protect our microRNA tests and technologies and will require
substantial additional funds to continue our operations.  Based on
our current operations, our existing funds, including the proceeds
from the January 2012 debt financing, will only be sufficient to
fund operations until late May, 2012.  We intend to seek funding
through collaborative arrangements and public or private equity
offerings and debt financings.  Additional funds may not be
available to us when needed on acceptable terms, or at all.  In
addition, the terms of any financing may adversely affect the
holdings or the rights of our existing shareholders.  For example,
if we raise additional funds by issuing equity securities, further
dilution to our then-existing shareholders may result.  Debt
financing, if available, may involve restrictive covenants that
could limit our flexibility in conducting future business
activities.  If we are unable to obtain funding on a timely basis,
we may be required to significantly curtail one or more of our
research or development programs.  We also could be required to
seek funds through arrangements with collaborators or others that
may require us to relinquish rights to some of our technologies,
tests or products in development or approved tests or products
that we would otherwise pursue on our own.  Our failure to raise
capital when needed will materially harm our business, financial
condition and results of operations, and may require us to seek
protection under the bankruptcy laws of Israel and the United
States.


ROSETTA GENOMICS: Ron Kalfus Named Chief Financial Officer
----------------------------------------------------------
The Board of Directors of Rosetta Genomics Ltd. appointed Mr. Ron
Kalfus, CPA, as the Company's Chief Financial Officer, effective
as of May 24, 2012.

Prior to joining the Company, Mr. Kalfus served as the Chief
Financial Officer and Treasurer of MabCure Inc, a publicly-traded
biotechnology startup company in the field of early cancer
detection using antibodies, from August 2008 to February 2012.
From 2003 to 2007, Mr. Kalfus held various positions with Toys "R"
Us, Inc., being responsible for the company's financial reporting
to the Securities and Exchange Commission and being responsible
for the Toys "R" Us division's annual budget.  Prior to joining
Toys "R" Us, Inc., Mr. Kalfus worked as an auditor for two large
public accounting firms, specializing in audits of medium-sized
enterprises as well as public companies.  Mr. Kalfus is a
Certified Public Accountant, and holds an MSc in Accounting from
Fairleigh Dickinson University and a BBA in Finance from the
University of Georgia.

                           About Rosetta

Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

In its auditors' report for the 2011 financial statements, Kost
Forer Gabbay & Kasierer, in Tel-Aviv, Israel, expressed
substantial doubt about Rosetta Genomics' ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses and generated negative
cash flows from operating activities in each of the three years in
the period ended Dec. 31, 2011.

The Company reported a net loss after discontinued operations of
$8.83 million on $103,000 of revenues for 2011, compared with a
net loss after discontinued operations of $14.76 million on
$279,000 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.04 million
in total assets, $2.40 million in total liabilities, and a
stockholders' deficit of $356,000.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, "We have used substantial funds to discover, develop and
protect our microRNA tests and technologies and will require
substantial additional funds to continue our operations.  Based on
our current operations, our existing funds, including the proceeds
from the January 2012 debt financing, will only be sufficient to
fund operations until late May, 2012.  We intend to seek funding
through collaborative arrangements and public or private equity
offerings and debt financings.  Additional funds may not be
available to us when needed on acceptable terms, or at all.  In
addition, the terms of any financing may adversely affect the
holdings or the rights of our existing shareholders.  For example,
if we raise additional funds by issuing equity securities, further
dilution to our then-existing shareholders may result.  Debt
financing, if available, may involve restrictive covenants that
could limit our flexibility in conducting future business
activities.  If we are unable to obtain funding on a timely basis,
we may be required to significantly curtail one or more of our
research or development programs.  We also could be required to
seek funds through arrangements with collaborators or others that
may require us to relinquish rights to some of our technologies,
tests or products in development or approved tests or products
that we would otherwise pursue on our own.  Our failure to raise
capital when needed will materially harm our business, financial
condition and results of operations, and may require us to seek
protection under the bankruptcy laws of Israel and the United
States.


RUGGED BEAR: Contractor Wants to Convert Building to Vet Office
---------------------------------------------------------------
Robert Michaelson at AmherstPatch reports an application has been
submitted to turn the former location of The Rugged Bear into a
veterinarian office.

According to the report, Amherst Planning Director Sarah Marchant
said a building permit application for a veterinarian office was
submitted by a general contractor.  The property is located at 105
Ponemah Road in Amherst, N.H.  Ms. Marchant said the application
has not yet been reviewed by the building inspector,.

                        About The Rugged Bear

Headquartered in Norwood, Massachusetts, The Rugged Bear Company
is a chain of retail children's clothing stores New England, New
York and New Jersey.  It filed for Chapter 11 bankruptcy
protection (Bankr. D. Mass. Case No. 11-10577) on Jan. 25, 2011.
Charles A. Dale, III, Esq., at K&L Gates LLP, serves as the
Debtor's bankruptcy counsel.  Consensus Advisers, LLC, is the
Debtor's financial advisor.  The Debtor scheduled $8,126,201 in
total assets and $10,444,564 in total liabilities.


SUPERIOR ENERGY: S&P Raises Corporate Credit Rating From 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised it corporate credit and
unsecured debt ratings on Houston-based oilfield service provider
Superior Energy Services Inc. to 'BBB-' from 'BB+'.

"We are withdrawing our issue and recovery ratings on Complete
Production Services' unsecured debt as this was repaid in March
2012. At the same time, we are withdrawing the recovery ratings on
Superior," S&P said.

"The upgrade is based on our expectation that the company will
maintain its positive operating momentum as well as credit
measures appropriate for the new rating category," said Standard &
Poor's credit analyst Susan H. Ding. "Superior's operating
performance in recent periods have benefited from the robust
demand in coiled tubing in North America and the addition of the
new business lines from its acquisition of Complete Production
Services, which are also reporting strong growth."

"The ratings on U.S. based oilfield services company Superior
Energy Services Inc. reflect our assessment of its 'satisfactory'
business risk with overall increased operational and product
diversity following the Complete Production Services' acquisition.
The ratings also reflect our view of the company's 'intermediate'
financial risk with improving financial measures; a flexible
capital budget allowing it to operate within its cash flows; and
solid liquidity. Our rating on Superior Energy also incorporates
the company's exposure to the historically cyclical oil and gas
industry, and exposure to the U.S. Gulf of Mexico (USGOM). As of
March 31, 2012, the company had about $2 billion in total adjusted
debt," S&P said.

"With the successful closing of the Complete Production Services
Inc. acquisition we expect this transaction will expand Superior
Energy's product lines and provide geographic diversity, which we
view as a positive rating factor. We believe the Complete
Production business provides Superior Energy with enhanced market
positions in its existing operating segments as well as adding new
segments such as pressure pumping, fluids management, and a well
servicing business," S&P said.

"While the pressure pumping business has a growing North American
footprint in prominent unconventional basins, it has historically
been one of extreme volatility and we believe the current
oversupply will result in price and margin pressures in 2012. We
estimate that pressure pumping constitutes about 18% of the
combined company's annual revenues. Nevertheless, Superior has
about 60% of its pressure pumping units contracted, with the first
of these contracts due to expire mid-2013," S&P said.

"The stable rating outlook reflects our expectation that Superior
Energy will enhance its operating momentum with the Complete
Production acquisition and maintain satisfactory credit measures.
Currently the ratings do not contemplate additional debt-financed
acquisitions. We would lower the ratings if FFO/TD falls below 25%
because of deteriorating operations, a leveraging transaction, or
debt financed share repurchases. We do not expect to raise the
ratings in the next 18 to 24 months given our assessment of its
business risk," S&P said.


SUPERMEDIA INC: Nine Directors Elected at Annual Meeting
--------------------------------------------------------
SuperMedia Inc. held its annual meeting of stockholders on May 23,
2012.  The stockholders of the Company voted to:

   (1) elect nine directors to serve until the 2013 annual
       meeting of stockholders, namely: Edward J. Bayone, Robert
       C. Blattberg, Charles B. Carden, Thomas D. Gardner, David
       E. Hawthorne, Peter J. McDonald, Thomas S. Rogers, John
       Slater, and Douglas D. Wheat;

   (2) approve the compensation of the Company's named executive
       officers; and

   (3) ratify the appointment of Ernst & Young LLP to serve as the
       Company's independent registered public accounting firm for
       fiscal year 2012.

                       About SuperMedia Inc.

DFW Airport, Texas-based SuperMedia Inc. and its subsidiaries
sells advertising solutions to its clients and places their
advertising into its various advertising media.  The Company's
advertising media include Superpages yellow page directories,
Superpages.com, its online local search resource, the
Superpages.com network, an online advertising network, Superpages
direct mailers, and Superpages mobile, its local search
application for wireless subscribers.

The Company is the official publisher of Verizon Communications
Inc. print directories in the markets in which Verizon is
currently the incumbent local telephone exchange carrier.  The
Company also has agreements with FairPoint Communications, Inc.,
and Frontier Communications Corporation in various Northeast and
Midwest markets in which FairPoint and Frontier are the local
exchange carriers.

On March 31, 2009, SuperMedia Inc., formerly known as Idearc Inc.,
and all of its domestic subsidiaries filed voluntary petitions for
Chapter 11 relief (Bankr. N.D. Tex. Lead Case No. 09-31828).

On Sept. 8, 2009, the Company filed its First Amended Joint Plan
of Reorganization with the Bankruptcy Court, which was later
modified on Nov. 19, 2009, and on Dec. 22, 2009, the Bankruptcy
Court entered an order approving and confirming the Amended Plan.
On Dec. 31, 2009 (the "Effective Date"), the Debtors consummated
the reorganization and emerged from the Chapter 11 bankruptcy
proceedings.  On Dec. 29, 2011, the Bankruptcy Court entered final
decrees closing the bankruptcy cases for the Debtors.

The Company reported a net loss of $771 million in 2011 and a net
loss of $196 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.61
billion in total assets, $2.33 billion in total liabilities and a
$725 million total stockholders' deficit.

                           *     *     *

As reported in the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Dallas-based
SuperMedia Inc. to 'CCC+' from 'SD' (selective default).  The
rating outlook is negative.

In the April 2, 2012, edition of the TCR, Moody's Investors
Service has changed the corporate family rating (CFR) for
SuperMedia Inc. to Caa3 from Caa1 based on Moody's view
that a debt restructuring is likely.  Moody's expects ultimate
recoveries will be about 50%.

SuperMedia is attempting to reinvent its business by reducing its
reliance on print advertising through the development of online
and mobile directory service applications but Moody's has doubts
that the company will be able to transition its business away from
a reliance on print directories quickly enough to stabilize its
revenues and earnings and prevent a debt restructuring.


TRAFFIC CONTROL: U.S. Trustee Appoints 5-Member Creditor's Panel
----------------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3, under 11 U.S.C.
Sec. 1102(a) and (b), appointed five unsecured creditors to serve
on the Official Committee of Unsecured Creditors of Traffic
Control and Safety Corporation, et al.

The Creditors Committee members are:

      1. Solar Technology, Inc.
         Attn: Eric Zerphy
         7620 Cetronia Road
         Allentown, PA 18106
         Tel: (484) 223-4971
         Fax: (610) 391-8601

      2. Traffix Devices, Inc.
         Attn: Jim King
         160 Avenida La Pata
         San Clemente, CA 92673
         Tel: (949) 573-9227
         Fax: (949) 573-9277

      3. Namasco Corporation
         Attn: Jake Hwang
         9804 Norwalk Boulevard, Suite A
         Santa Fe Springs, CA 90670
         Tel: (562) 320-8167
         Fax: (562) 320-8222

      4. 3M Company
         Attn: Alan Brown
         3M Center Building 220-9E-02
         St. Paul, MN 55144
         Tel: (651) 736-6739
         Fax: (651) 736-9469

      5. OTW Safety
         Attn: Marc Christiansen
         10 W. Broadway, Suite 900
         Salt Lake City, UT 84101
         Tel: (801) 363-7740
         Fax: (801) 363-6372

                  About Traffic Control and Safety

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.

No creditors committee has been appointed in the Debtors' cases.


TRIBUNE CO: Bank Debt Trades at 35% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 65.28 cents-on-the-
dollar during the week ended Friday, May 25, a drop of 2.67
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.  The
loan is one of the biggest gainers and losers among 137 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TXU CORP: Bank Debt Trades at 41% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 58.69 cents-on-the-dollar during the week
ended Friday, May 25, a drop of 1.73 percentage points from the
previous week, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 450
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2017, and carries Moody's 'B2' rating and
Standard & Poor's 'CCC' rating.  The loan is one of the biggest
gainers and losers among 137 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed
$44.07 billion in total assets, $51.83 billion in total
liabilities, and a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


TXU CORP: Bank Debt Trades at 39% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in
thesecondary market at 61.21 cents-on-the-dollar during the week
ended Friday, May 25, a drop of 3.70 percentage points from the
previous week according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  The Company pays 350 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Oct. 10, 2014, and carries Standard & Poor's CCC
rating.  The loan is one of the biggest gainers and losers among
137 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                          About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


UNI-PIXEL INC: To Offer $50 Million of Securities
-------------------------------------------------
Uni-Pixel, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-3 relating to the offer and sell, in one or
more offerings, of up to $50,000,000 in any combination of common
stock, preferred stock and warrants.  Also, The Raptor Global
Portfolio Liquidating Trust, The Altar Rock Fund Liquidating
Trust, Legacy Asset Portfolio L.P., and Merrill Lynch Pierce,
Fenner & Smith Incorporated may, from time to time, offer and sell
up to 2,462,058 shares of common stock.

The Company's common stock is listed on the NASDAQ Capital Market
under the symbol "UNXL".  On May 21, 2012, the closing price of
the Company's common stock as reported by the NASDAQ Capital
Market was $5.69 per share.  The aggregate market value of the
Company's outstanding voting common stock held by non-affiliates,
based upon a closing sale price of the Company's common stock on
May 21, 2012, was $33,598,881.

A copy of the prospectus is available for free at:

                        http://is.gd/990TM2

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $8.57 million in 2011 and a
net loss of $3.82 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$6.97 million in total assets, $101,694 in total liabilities, and
$6.87 million in total shareholders' equity.


VERMILION ENERGY: DBRS Confirms 'BB(low)' Issuer Rating
-------------------------------------------------------
DBRS has updated its report on Vermilion Energy Inc.  The credit
quality of the Company is based on (1) its strong financial
profile with a focus on reinvestment, (2) internationally
diversified operations and (3) good growth prospects, mainly tied
to crude oil pricing.  Despite these strengths, the Company's
rating is limited by (1) the relatively small scale of its
operations, (2) relatively high operating costs, and (3) increased
risks associated with offshore drilling operations.

The Company has benefited from strong crude oil and international
natural gas pricing, which have allowed it to maintain its strong
financial metrics while increasing production volumes favourably
for the past five years.  For March 31, 2012, adjusted debt-to-
capital of 23.6% and adjusted debt-to-cash flow of 0.79 times (x)
improved from 2011, providing strong support for the current
rating category.  Vermilion has also shown its commitment to
maintaining a sound credit profile by prefunding the acquisition
of assets in France and the final payment for their interest in
Corrib operations through an equity issuance of $263 million in
late 2011.

Vermilion has increased its 2012 capital expenditure (capex) level
to fund growth based on Q1 results.  For 2012, DBRS expects the
Company to be cash-flow neutral, as operating cash flow for the
year is expected to fund the majority of expected capex of $450
million and dividends.  Should the commodity pricing environment
decline, the Company is expected to have sufficient flexibility to
curtail capex should cash flow be lower than expected in order to
maintain metrics at the BB (low) level.

The Company is targeting production as growing to 50,000 boe/d
(gross) by 2015.  As such, capex levels are expected to remain
slightly elevated for the near term.  This production growth will
be underpinned by spending on light oil in the Cardium, in Canada,
as well as production at the Corrib natural gas operation on
offshore Ireland (9,000 boe/d to Vermilion).

Issuer                    Debt Rated         Rating Action
------                    ----------         -------------
Vermilion Energy Inc.     Issuer Rating      Confirmed BB (low)
Vermilion Energy Inc.     Unsecured Notes    Confirmed BB (low)


VICTORY ENERGY: Sells Jones County and Atwood Assets for $400,000
-----------------------------------------------------------------
Victory Energy Corporation, through its partnership with Aurora
Energy Partners, announced the sale of its interests in the Jones
County Oil Play and Atwood Secondary Oil Recovery projects for
$400,000 in cash.  As a result, the Company expects to recognize a
pre-tax gain on the sale of $267,000 when it reports second
quarter 2012 results.  Victory had a 5% working interest (3.75%
net revenue interest) in Jones County and a 2% working interest
(1.58% net revenue interest) in Atwood.

Kenny Hill, Victory Energy's CEO, stated, "This sale fits nicely
into our strategy of moving toward higher working interest
projects and focusing on drilling more oil and natural gas liquids
wells, with estimated ultimate recovery rates over 100,000 barrels
of oil equivalent.  We had an offer to monetize our interests at
an attractive valuation, and we took advantage of that
opportunity.  Management is confident that we can put this money
to work immediately and more effectively at our high value
Lightnin' prospect."

                        About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

For 2011, WilsonMorgan LLP, in Irvine, California, expressed
substantial doubt about Victory Energy's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced recurring losses since inception and has an
accumulated deficit.

The Company reported a net loss of $3.95 million on $305,180 of
revenues for 2011, compared with a net loss of $432,713 on
$385,889 of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed
$2.53 million in total assets, $453,316 in total liabilities and
$2.08 million in total stockholders' equity.


VILLAGE SQUARE: Must Reply to Involuntary Petition by June 12
-------------------------------------------------------------
Village Square I LLC and Village Square II LLC are required to
answer bankruptcy allegations by June 12, 2012.

Three creditors filed involuntary Chapter 11 bankruptcy petitions
against Seattle-based Vilage Square I LLC and Vilage Square II LLC
(Bankr. W.D. Tenn. Case Nos. 12-25236 and 12-25238) in Memphis on
May 21, 2012.

The creditors are Cambridge TN LLC, which assert a $1,002,703
claim on account of a prepetition loan; Brooklyn-based Platinum
Management Services, LLC, which assert a $38,343 claim on account
of prepetition services; and Far Rockaway, N.Y.-based Avi Kaufman,
who asserts a $62,000 claim on account of a loan.  Judge Paulette
J. Delk presides over the case. Toni Campbell Parker, Esq., in
Memphis, serves as the petitioning creditors' lawyer.


VUZIX CORP: Can Borrow up to $500,000 from LC Capital
-----------------------------------------------------
Vuzix Corporation entered into a Promissory Note and Security
Agreement with LC Capital Master Fund Ltd. pursuant to which the
Lender extended a line of credit of up to $500,000.  The Loan may
be drawn in multiple advances of no less than $100,000 up until
June 15, 2012.  All loan advances are at the sole discretion of
the Lender.  The Loan bears interest at a rate of 10% per annum
for the first three months and then rises to 15% per annum on and
after the three month anniversary until Nov. 15, 2012.  The
principal of the loan outstanding along with accrued interest is
payable in full on Nov. 15, 2012.

The Loan Agreement contains certain covenants, including but not
limited to, payment defaults, defaults in the observance of
covenants contained in the Loan Agreement or in other agreements
between Vuzix and the Lender, insolvency and certain judgments
being entered against Vuzix.

Vuzix has granted the Lender a security interest in substantially
all the assets of Vuzix as security for the Loan.  The Lender has
agreed to subordinate its security interest in accounts receivable
and inventory to a security interest granted by Vuzix to its
provider of bank lines of credit, of not more than $2,000,000.

A copy of the Promissory Note and Security Agreement is available
for free at http://is.gd/EAeOr3

                          About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

For 2011, EFP Rotenberg, LLP, in Rochester, New York, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred substantial losses from operations in recent years.
In addition, the Company is dependent on its various debt and
compensation agreements to fund its working capital needs.  And
while there are no financial covenants with which the Company must
comply with, these debts are past due in some cases.

The Company reported a net loss of $3.87 million in 2011, a net
loss of $4.55 million in 2010, and a net loss of $3.25 million in
2009.

The Company's balance sheet at March 31, 2012, showed $4.72
million in total assets, $12.33 million in total liabilities and a
$7.61 million total stockholders' deficit.

                        Bankruptcy Warning

The Company said in the annual report that its future viability is
dependent on its ability to execute these plans successfully.  If
the Company fails to do so for any reason, the Company would not
have adequate liquidity to fund its operations, would not be able
to continue as a going concern and could be forced to seek relief
through a filing under U.S. Bankruptcy Code.


WESTERN NEW YORK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Western New York Physical and Occupational Therapy Group,
        PLLC
        6301 Transit Road
        Depew, NY 14043

Bankruptcy Case No.: 12-11630

Chapter 11 Petition Date: May 22, 2012

Court: U.S. Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Michael J. Kaplan

Debtor's Counsel: Daniel F. Brown, Esq.
                  ANDREOZZI, BLUESTEIN, FICKESS, MUHLBAUER WEBER,
                  BROWN, LLP
                  333 International Drive, Suite B-4
                  Williamsville, NY 14221
                  Tel: (716) 633-3200
                  Fax: (716) 633-0301
                  E-mail: dfb@abfmwb.com

Estimated Assets: $50,001 to $100,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nywb12-11630.pdf

The petition was signed by Walter R. Szymanski, chief executive
officer.


WHALE SPOUT: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The Whale Spout Real Estate, LLC
        22203 W. 66th Street
        Shawnee, KS 66226

Bankruptcy Case No.: 12-21396

Chapter 11 Petition Date: May 23, 2012

Court: U.S. Bankruptcy Court
       District of Kansas (Kansas City)

Judge: Dale L. Somers

Debtor's Counsel: Jonathan A. Margolies, Esq.
                  MCDOWELL RICE SMITH & BUCHANAN, PC
                  605 W. 47th Street
                  Kansas City, MO 64112
                  Tel: (816) 753-5400
                  Fax: (816) 753-9996
                  E-mail: jmargolies@mcdowellrice.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ksb12-21396.pdf

The petition was signed by Stephen N. Whalen, managing member.


WALLA WALLA TOWN: Sec. 341(a) Creditors' Meeting Set for June 19
----------------------------------------------------------------
The U.S. Trustee in Seattle will convene a Meeting of Creditors
under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Walla Walla
Town Center LLC on June 19, 2012, at 1:00 p.m. at US Courthouse,
Room 4107 (341 Meetings).

Walla Walla Town Center LLC owns the defunct Blue Mountain Mall
property.  Walla Walla Town Center LLC a bare-bones Chapter 11
petition (Bankr. W.D. Wash. Case No. 12-15229) on May 17, 2012,
in Seattle, Washington.  Walla Walla Town Center sought chapter 11
bankruptcy to stay foreclosure auction initiated by Key Bank.  The
Debtor said it owns real property worth $16.5 million and secures
a $17.18 million debt.

Judge Marc Barreca presides over the case.  Larry B. Feinstein,
Esq., at Vortman & Feinstein, serves as the Debtor's counsel.

According to the Troubled Company Reporter's database, Walla Walla
Town Center LLC filed a bankruptcy petition (Bankr. W.D. Wash.
Case No. 10-17683) on July 1, 2010.  Judge Samuel J. Steiner
presided over the 2010 case. Michael E. Gossler, Esq., at
Montgomery Purdue Blankinship & Austin, represented the 2010
Debtor.  The 2010 petition estimated $1 million to $10 million in
assets and debts, and was signed by Jason Bontrager, manager.


WOLVERINE WORLD: S&P Rates Corporate Credit 'BB-'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' preliminary
corporate credit rating to Wolverine World Wide Inc. The outlook
is stable.

"At the same time, we assigned our preliminary 'BB' issue-level
rating to Wolverine's proposed $1.1 billion senior secured credit
facility, one notch above the corporate credit rating. The
facility consists of a $400 million term loan A, a $500 million
term loan B, and a $200 million revolver. The preliminary recovery
rating on the facility is '2', reflecting our expectations of
substantial (70%-90%) recovery for the lenders in case of a
payment default. The ratings are subject to review upon receipt of
final information," S&P said.

"Our preliminary ratings on Wolverine reflects our view that the
company's financial profile will be "aggressive" following
completion of the PLG acquisition, as the company will have a high
level of debt, with pro forma debt-to-EBITDA leverage in excess of
4.5x. In addition, we believe the company's financial policy is
moderate, given the pending debt-financed transaction; the company
has operated with very modest debt levels in recent years," S&P
said.

"Our ratings further reflect our view of Wolverine's 'fair'
business risk, underpinned by the group's strong niche positions
in the U.S. footwear market, and the strength and growth potential
of most of its brands. The business risk assessment is constrained
by our view of the fragmented and competitive market in which
Wolverine operates, as well as by its limited geographic
diversification and narrow product offering," S&P said.

"The stable outlook reflects our view that Wolverine should
perform resiliently over the next 12 months, maintaining its
strong niche positions in the U.S. footwear market, and expanding
its operations internationally following the acquisition of PLG,"
S&P said.

"We believe the company will use internally generated cash to
reduce its debt-to-EBITDA leverage to 4.0x over the next 12 to 18
months," said Standard & Poor's credit analyst Linda Phelps.

"If debt leverage were to increase to over 5x on a sustained basis
(possibly from lower-than-anticipated volume growth and profit
margins declining by over 200 basis points) or if there is a
meaningful integration stumble, particularly given the large size
of the transaction, we could lower the ratings," S&P said.

"Conversely, if we believe leverage is sustainable in the 3.5x
area and FFO to debt increases to over 20% (which would be
commensurate with a 'significant' financial risk profile), we
could raise the rating. This could result from stronger-than-
anticipated geographic expansion, and the faster-than-expected
achievement of synergies, leading to at least 100 basis points of
improvement in margins versus our base case," S&P said.


WOONSOCKET, R.I.: Moody's Lowers Gen. Obligation Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service has downgraded the City of Woonsocket's
(RI) underlying general obligation rating to B2 from Ba2,
affecting $225 million in long-term debt; the rating remains under
review for downgrade. At this time, Moody's has also downgraded
the underlying rating on the Rhode Island Health and Education
Building Corporation Bond Issue, Series 2009E to B2 from Ba2, for
which the city is the sole obligor; the rating remains under
review for possible downgarde. All outstanding debt is secured by
the city's general obligation, unlimited tax pledge.

Summary Ratings Rationale

The downgrade to B2 reflects the continued deterioration of the
city's school operating financial position and severely narrow
liquidity position, despite the recent issuance of deficit bonds.

The rating remains under review for downgrade, reflecting the
city's near-term credit stress due to a continued deficit in the
School Fund, reliance on the implementation of a proposed
supplemental tax levy necessary to the successful placement of a
tax anticipation note, and ongoing underfunding of the locally
administered pension plan.

STRENGTHS

- Improvements in city financial management practices and
oversight

- Demonstrated willingness to increase revenues in a difficult
economic environment

CHALLENGES

- Historic and persistent deficits in school operations

- State aid reductions

- Increasing fixed costs, including debt service and pension
obligations

- Weak liquidity requiring the implementation of an emergency tax
levy and cash flow borrowing

OUTLOOK:

The rating remains under review for downgrade, reflecting the
city's severe liquidity constraints due to ongoing deficits in the
School Fund. The review will incorporate the successful placement
of the tax anticipation notes, the ability of the city to address
the significant accumulated deficit in the School Fund, and the
potential for state intervention in the near term.

What would make the rating move - UP

- Successful placement of cash flow notes

- Improved liquidity net of cash flow borrowing

- Progress toward successful elimination of the accumulated
deficit in the School Fund

What could change the rating - DOWN

- Inability to place cash flow notes resulting significant
deterioration of liquidity

- Ongoing structural imbalance in the General or School operations

Principal Methodology

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


* Moody's/RCPA CPPI Shows US Commercial Real Estate Prices Flat
---------------------------------------------------------------
US commercial real estate prices, as measured by Moody's/RCA
Commercial Property Price Indices (CPPI) national all-property
composite, were flat in March. After recovering 28.2% since the
January 2010 pricing trough and retracing approximately 47% of its
peak-to-trough decline, price appreciation has decelerated,
advancing only 1.8% over the last three months.

"Commercial property price appreciation decelerated during the
last three months following a series of strong gains after the
trough roughly two years ago," says Tad Philipp, Moody's Director
of CRE Research. "The increased cost and decreased availability of
capital market debt in the wake of ongoing Euro area sovereign
stress has filtered its way into the prices of recently closed
transactions."

Composed of a suite of 20 indices, the Moody's/RCA Commercial
Property Price Indices is a new series that measures price changes
in US commercial real estate through advanced repeat-sale
regression (RSR) analytics. The indices use transaction data from
Real Capital Analytics (RCA) and a methodology developed by David
Geltner, a professor at MIT, in conjunction with Moody's and RCA.

The new report "Moody's/RCA CPPI: Recovery Decelerates: May 2012"
is the first monthly report on the new Moody's RCA CPPI.

Among the national all-property composite segments of the CPPI,
the growth in apartment prices has significantly outpaced that in
the core commercial property types over the past twelve months,
with apartment prices rising 18.0% against 10.0%. Improving
apartment fundamentals and the continuous supply of attractively
priced debt capital made available by the GSEs have led to the
better performance.

Apartment prices in major markets have shown the strongest
recovery, according to Moody's. The prices in this sector are down
just 2.8% from the new peak pricing level that they achieved in
February of this year.

Central business district (CBD) offices in non-major markets have
been the worst performing category of commercial real estate.
During the recession their prices fell 52.9% from peak to trough
and remain 45.6% below peak levels.

The Moody's/RCA CPPI shows major markets recovering more quickly
than non-major ones. For example, major market CBD office has led
the price recovery of the core commercial component of the
national all-property index. Major market CBD office is up more
than 50% since the trough, roughly double the 24% recovery of the
core commercial sector as a whole.

In all, properties in the major markets have appreciated 37.5%
since the January 2010 price trough as compared with 21.4% for
properties in non-major markets. In the past three months,
however, non-major markets outpaced the major markets slightly in
their price improvement, 2.5% versus 0.9%, as capital moves beyond
the gateway cities in search of higher yields.

From 2007 through 2011 Moody's published the first RSR index for
commercial real estate, the groundbreaking Moody's/REAL CPPI,
which was optimized for derivatives trading. Derivatives trading
failed to develop and REAL elected to discontinue the series.
Moody's/RCA CPPI has been optimized for information and makes
important advances in accuracy and transparency.


* BOND PRICING -- For Week From May 21 to 25, 2012
--------------------------------------------------

  Company             Coupon      Maturity  Bid Price
  -------             ------      --------  ---------
AMBAC INC              9.375      8/1/2011    21.200
AMBAC INC              9.500     2/15/2021    21.600
AMBAC INC              6.150      2/7/2087     1.500
AES EASTERN ENER       9.000      1/2/2017    26.500
AGY HOLDING COR       11.000    11/15/2014    34.000
AHERN RENTALS          9.250     8/15/2013    60.750
ALION SCIENCE         10.250      2/1/2015    41.204
AMR CORP               9.000      8/1/2012    42.750
AM AIRLN PT TRST      10.180      1/2/2013    67.550
AMR CORP               6.250    10/15/2014    50.050
AM AIRLN PT TRST       7.379     5/23/2016    31.000
A123 SYSTEMS INC       3.750     4/15/2016    24.500
ATP OIL & GAS         11.875      5/1/2015    51.375
ATP OIL & GAS         11.875      5/1/2015    51.375
ATP OIL & GAS         11.875      5/1/2015    52.000
BAC-CALL06/12          5.850    12/15/2022   100.000
BAC-CALL06/12          6.000     6/15/2024   100.000
BAC-CALL06/12          6.700    12/15/2026   100.100
BAC-CALL06/12          7.000    12/15/2026   100.000
BAC-CALL06/12          6.800     6/15/2027   100.000
BAC-CALL06/12          6.125    12/15/2027   100.000
BAC-CALL06/12          5.750    11/15/2028   100.000
BAC-CALL06/12          6.150     6/15/2029   100.000
BAC-CALL06/12          6.200     6/15/2029   100.000
BAC-CALL06/12          6.250     6/15/2029   100.000
BAC-CALL06/12          6.000    12/15/2032   100.000
BAC-CALL06/12          6.250     5/15/2036   100.000
BAC-CALL06/12          6.300     5/15/2036   100.000
BAC-CALL06/12          6.200     6/15/2036   100.000
BAC-CALL06/12          6.300     6/15/2036   100.000
BAC-CALL06/12          6.300     8/15/2036   100.200
BAC-CALL06/12          6.350     8/15/2036   100.000
BAC-CALL06/12          6.100    11/15/2036   100.000
BROADVIEW NETWRK      11.375      9/1/2012    89.000
BLOCKBUSTER INC       11.750     10/1/2014     1.688
BON-TON DEPT STR      10.250     3/15/2014    67.000
BON-TON DEPT STR      10.250     3/15/2014    66.000
BUFFALO THUNDER        9.375    12/15/2014    37.000
CHRCH CAP FNDING       6.600     5/15/2013    25.000
DELTA AIR 1993A1       9.875     4/30/2049    19.260
DIRECTBUY HLDG        12.000      2/1/2017    17.750
DIRECTBUY HLDG        12.000      2/1/2017    17.750
EDISON MISSION         7.500     6/15/2013    59.998
EASTMAN KODAK CO       7.250    11/15/2013    15.000
EASTMAN KODAK CO       7.000      4/1/2017    15.000
EASTMAN KODAK CO       9.950      7/1/2018    11.571
EASTMAN KODAK CO       9.200      6/1/2021    29.000
ENERGY CONVERS         3.000     6/15/2013    44.250
EVERGREEN SOLAR       13.000     4/15/2015    42.000
GLB AVTN HLDG IN      14.000     8/15/2013    26.800
GMX RESOURCES          5.000      2/1/2013    77.279
GMX RESOURCES          5.000      2/1/2013    75.000
GLOBALSTAR INC         5.750      4/1/2028    49.250
HAWKER BEECHCRAF       8.500      4/1/2015    13.100
HAWKER BEECHCRAF       8.875      4/1/2015    19.000
HAWKER BEECHCRAF       9.750      4/1/2017     3.050
ELEC DATA SYSTEM       3.875     7/15/2023    95.000
HORIZON LINES          6.000     4/15/2017    30.000
JAMES RIVER COAL       4.500     12/1/2015    35.950
KENDLE INTL INC        3.375     7/15/2012    95.750
LEHMAN BROS HLDG       0.250     12/8/2012    21.750
LEHMAN BROS HLDG       0.250     12/8/2012    21.750
LEHMAN BROS HLDG       1.000     12/9/2012    21.750
LEHMAN BROS HLDG       1.500     3/29/2013    21.750
LEHMAN BROS HLDG       1.000    10/17/2013    21.750
LEHMAN BROS HLDG       0.250    12/12/2013    21.750
LEHMAN BROS HLDG       0.250     1/26/2014    21.750
LEHMAN BROS HLDG       1.250      2/6/2014    21.750
LEHMAN BROS HLDG       1.000     3/29/2014    21.750
LEHMAN BROS HLDG       1.000     8/17/2014    21.750
LEHMAN BROS HLDG       1.000     8/17/2014    21.750
LEHMAN BROS INC        7.500      8/1/2026    10.250
LIFECARE HOLDING       9.250     8/15/2013    58.833
MASHANTUCKET PEQ       8.500    11/15/2015     9.250
MASHANTUCKET PEQ       8.500    11/15/2015     8.250
MASHANTUCKET TRB       5.912      9/1/2021     9.250
MF GLOBAL LTD          9.000     6/20/2038    45.875
MANNKIND CORP          3.750    12/15/2013    56.000
NEWPAGE CORP          10.000      5/1/2012     4.625
NETWORK EQUIPMNT       7.250     5/15/2014    34.750
OSI PHARMACEUTIC       3.000     1/15/2038    79.510
PATRIOT COAL           3.250     5/31/2013    53.673
PMI GROUP INC          6.000     9/15/2016    22.500
PENSON WORLDWIDE       8.000      6/1/2014    28.125
PENSON WORLDWIDE      12.500     5/15/2017    41.500
POWERWAVE TECH         3.875     10/1/2027    20.150
POWERWAVE TECH         3.875     10/1/2027    19.307
RAD-CALL06/12          9.375    12/15/2015   102.720
REDDY ICE HLDNGS      10.500     11/1/2012    55.500
REDDY ICE CORP        13.250     11/1/2015    23.500
RESIDENTIAL CAP        6.500     4/17/2013    19.000
ISTAR FINANCIAL        5.500     6/15/2012   100.000
SOLO CUP CO-CALL       8.500     2/15/2014   100.000
THORNBURG MTG          8.000     5/15/2013     6.000
TOUSA INC              9.000      7/1/2010    32.000
TOUSA INC              9.000      7/1/2010    31.000
TRAVELPORT LLC        11.875      9/1/2016    35.875
TRAVELPORT LLC        11.875      9/1/2016    37.655
TIMES MIRROR CO        7.250      3/1/2013    31.500
TRIBUNE CO             5.250     8/15/2015    36.815
TRICO MARINE           3.000     1/15/2027     0.750
TRICO MARINE           3.000     1/15/2027     0.031
TERRESTAR NETWOR       6.500     6/15/2014    10.000
TEXAS COMP/TCEH        7.000     3/15/2013    15.000
TEXAS COMP/TCEH       10.250     11/1/2015    23.750
TEXAS COMP/TCEH       10.250     11/1/2015    22.500
TEXAS COMP/TCEH       10.250     11/1/2015    25.000
TEXAS COMP/TCEH       15.000      4/1/2021    33.750
TEXAS COMP/TCEH       15.000      4/1/2021    29.500
USEC INC               3.000     10/1/2014    40.700
WASH MUT BANK FA       6.875     6/15/2011     0.010
WASH MUT BANK FA       5.650     8/15/2014     0.010
WASH MUT BANK FA       5.125     1/15/2015     0.010
WASH MUT BANK NV       6.750     5/20/2036     0.875


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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