TCR_Public/120529.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Tuesday, May 29, 2012, Vol. 16, No. 148

                            Headlines

10-16 MANHATTAN AVENUE: Manhattan Building Owners Sent to Ch. 11
10-16 MANHATTAN: Case Summary & 6 Largest Unsecured Creditors
4KIDS ENTERTAINMENT: Reports $4 Million Net Income in Q1
ACCENTIA BIOPHARMA: Incurs $8.6 Million Net Loss in Q1
ACTIVECARE INC: Net Loss Widens to $1.8MM for March 31 Quarter

ALEM AUTO: Files for Chapter 11 Bankruptcy Protection
ALLSCRIPTS HEALTHCARE: Moody's Rates $100MM Sr. Term Loan 'Ba2'
AMERICAN ENERGY: Delays Form 10-Q for First Quarter
BALL GROUND RECYCLING: Cherokee County Recycler in Chapter 11
BALL GROUND RECYCLING: Case Summary & 6 Largest Unsec. Creditors

BEAU VIEW OF BILOXI: Wants Control of Case Through July 24
BETSEY JOHNSON: Schedules Filing Deadline Extended to June 10
BIOZONE PHARMACEUTICALS: Incurs $3.6 Million Net Loss in Q1
BLAST ENERGY: Incurs $366,000 Net Loss in First Quarter
BLITZ USA: Court Sets July 13 as Claims Bar Date
BONDS.COM GROUP: Incurs $14.4 Million Net Loss in 2011

BONDS.COM GROUP: Incurs $1.1 Million Net Loss in First Quarter
BONDS.COM GROUP: Thomas Thees Discloses 15.7% Equity Stake
BOWLES SUB: Sec. 341 Creditors' Meeting for Parcel A on June 12
CANO PETROLEUM: Delays Form 10-Q for First Quarter
CAPSALUS CORP: Suspending Filing of Reports with SEC

CENTRAL FEDERAL: Jeffrey Aldrich Re-elected to Board
CENTRAL FEDERAL: Regains Compliance with Nasdaq Bid Price Rule
CHINA GREEN: Reports $49,000 Net Income in First Quarter
CICERO INC: Reports $2.1 Million Net Income in First Quarter
CIRCUS AND ELDORADO: Sec. 341 Creditors' Meeting Moved to July 2

CIRCUS AND ELDORADO: Hiring FTI Consulting as Financial Advisor
CIRCUS AND ELDORADO: Taps Evercore Group as Investment Banker
CIRTRAN CORP: Incurs $1.3 Million Net Loss in First Quarter
CLEAR CHANNEL: Stockholders Approve Incentive Plans
CITY NATIONAL: Preston Pinkett Discloses 10.3% Equity Stake

COMMUNITY HOME FIN'L: Sec. 341 Creditors' Meeting Set for June 29
COMPETITIVE TECHNOLOGIES: Incurs $795,000 Net Loss in 1st Quarter
COMPREHENSIVE CARE: Reports $80,000 Net Income in 1st Quarter
CORD BLOOD: Incurs $1.3 Million Net Loss in First Quarter
CREDITRON FINANCIAL: Judge Won't Appoint Trustee in Owners' Case

CROATAN SURF: Royal Bank America Allowed $18MM Secured Claim
CRYOPORT INC: Amends Form S-1 Registration Statement
DECOR PRODUCTS: Reports $401,000 Net Income in 1st Quarter
DELPHI AUTOMOTIVE: Moody's Says FCI Unit Acquisition Credit Pos.
DEWEY & LEBOEUF: Files Bankruptcy, Winding Down Offices Worldwide

DEWEY & LEBOEUF: Case Summary & 20 Largest Unsecured Creditors
DISH NETWORK: Moody's Says AutoHop Feature Credit Negative
ENERGY CONVERSION: Liquidating Plan to Pay Noteholders Up to 59%
EXPRESS LLC: Share Repurchase No Impact on Moody's 'Ba2' CFR
FENTURA FINANCIAL: Incurs $739,000 Net Loss in First Quarter

FLEETPRIDE CORP: Moody's Affirms 'B2' CFR; Outlook Stable
GAMETECH INT'L: Scott Shackelton Appointed Interim President
GUNDLE/SLT: Moody's Says Thin Liquidity Limits 'B3' Corp. Rating
HAMPTON ROADS: To Raise up to $95 Million in Capital
HAMPTON ROADS: Appoints James Burr to Board of Directors

HARRISBURG, PA: Receiver Quit to Avoid Being Fired
HOPE MEDICAL: Can Pay Employees and Vendors Under Deal
HORNE INTERNATIONAL: Sells 2 Million Common Shares for $200,000
IA GLOBAL: Unable to File Reports Due to Cash Woes
IDO SECURITY: Reports $1.5 Million Net Income in 1st Quarter

INC RESEARCH: Moody's Downgrades CFR to 'B3'; Outlook Stable
INFOGROUP INC: Moody's Affirms 'B1' CFR; Outlook Negative
INFUSION BRANDS: Incurs $1.7 Million Net Loss in First Quarter
INFUSYSTEM HOLDINGS: Incurs $915,000 Net Loss in First Quarter
INFUSYSTEM HOLDINGS: Fails to Comply with Nasdaq Requirement

INFUSYSTEM HOLDINGS: S. McDevitt Ceases to Hold 5% Equity Stake
INTEGRATED BIOPHARMA: Incurs $738,000 Net Loss in March 31 Qtr.
INTELLICELL BIOSCIENCES: Incurs $9.4 Million Net Loss in Q1
INTELLICELL BIOSCIENCES: Holders Demand Payment of $1.3MM Notes
IXI MOBILE: Messrs. Hadad and Kaufman Appointed to Board

JENSEN FARMS: Files for Chapter 11 Bankruptcy Protection
KIWIBOX.COM INC: Incurs $1.8 Million Net Loss in First Quarter
KIWIBOX.COM INC: Completes Acquisition of KWICK!
LA JOLLA: Reports $5.3 Million Net Income in First Quarter
LANTERN PARTNERS: Fishers, Ind. Bldg Owner Files for Chapter 11

LANTERN PARTNERS: Case Summary & 3 Largest Unsecured Creditors
LEVEL 3: STT Crossing Discloses 25.6% Equity Stake
MARIANA RETIREMENT FUND: Creditors Panel Okay to Benefits Payment
MARIANA RETIREMENT FUND: Files Suit to Recoup Contributions
MCCLATCHY COMPANY: Names Elaine Lintecum as VP Finance and CFO

MEDYTOX SOLUTIONS: Borrows $550,000 from TCA Global
MF GLOBAL: Committee Proposes Rust Consulting as Admin. Agent
MF GLOBAL: Ex-Workers at Singapore Sue Over Lack of Info
MOUNTAIN PROVINCE: Incurs C$11.5 Million Net Loss in 2011
MPM TECHNOLOGIES: Unit Has Lease Agreement with Mineral Resource

NATIONAL CENTURY FIN'L: Credit Suisse to Face Fraud Case
NATIONAL CENTURY FIN'L: Poulsens Withdraw NCFE Claims
NATIONAL CENTURY FIN'L: VI/XII Trust Files Report for 1st Quarter
NATIONAL CENTURY FIN'L: UAT Files Report for 1st Quarter
NEBRASKA BOOK: To Seek Nod of Reorganization Plan on May 30

NEW LEAF: Delays Form 10-Q for First Quarter
NEW YORK RACING: Law Firm Seeks $2 Million for Unpaid Work
NINALITA MANAGEMENT: Files for Chapter 11 Bankruptcy Protection
NPS PHARMACEUTICALS: Eight Directors Elected at Annual Meeting
OTTILIO PROPERTIES: Status Conference Set for June 12

OTTILIO PROPERTIES: Sec. 341(a) Creditors Meeting Set for June 13
PATRIOT NATIONAL: Files Form 10-Q, Posts $546,000 Income in Q1
PENN CAMERA: Has Until June 15 to Challenge Camera Makers' Claims
PIONEER NATURAL: Moody's Issues Summary Credit Opinion
PLAINS EXPLORATION: Moody's Issues Summary Credit Opinion

PRODUCT DEVELOPMENT: 10th Cir. Resolves Ownership Dispute
PROVIDENT COMMUNITY: R. Smart and P. Wilkins Elected to Board
QUAMTEL INC: Incurs $2.6 Million Net Loss in First Quarter
REAL ESTATE ASSOCIATES: Has No Remaining Investment in Birch
REDDY ICE: Incurs $44.3 Million Net Loss in First Quarter

REGENCY ENERGY: Moody's Issues Summary Credit Opinion
RENEGADE HOLDINGS: State Attorneys Balk at Exit Plan
RESIDENTIAL CAPITAL: Proposes to Pay Prepetition Taxes & Fees
RESIDENTIAL CAPITAL: Schedules Deadline Extended to June 30
RIVER CANYON: Seeks Approval of $1.5-Million Lazarus DIP Loan

RIVER CANYON: Wants Receiver to Turn Over Property
RIVER CANYON: Hires Sender & Wasserman as Bankruptcy Counsel
RIVER CANYON: Sec. 341(a) Creditors' Meeting Set for June 26
RIVER CANYON: Status Conference Set for June 26
SEQUENOM INC: Coventry Terminates Participation Agreement

SMART & FINAL: Moody's Upgrades CFR to 'B2'; Outlook Positive
SOLYNDRA LLC: U.S. Trustee Objects to Fees Without Plan
SOUTH BAY LUBE: Has Interim Approval to Use Cash Collateral
SOUTH BAY LUBE: Wants to Employ Stichter Riedel as Counsel
SOUTH BAY LUBE: Status Conference Set for June 4

SOUTH BAY LUBE: Sec. 341 Creditors' Meeting Set for June 13
SPECTRE PERFORMANCE: Has Interim OK to Use Cash of 3 Banks
SPECTRE PERFORMANCE: Engineering Firm Wants to Pursue Lawsuit
SP NEWSPRINT: Wins Halt of 'Automatic Stay' Violation
STRATEGIC AMERICAN: FINRA Approves "DUMA" as New Trading Symbol

SUNSTATE EQUIPMENT: Moody's Upgrades CFR to B3'; Outlook Stable
SWIFT ENERGY: Moody's Issues Summary Credit Opinion
SWORDFISH FINANCIAL: Incurs $791,000 Net Loss in First Quarter
TALBOTS INC: Bankruptcy Concerns Raised After Failed Buyout
TEMPLE UNIVERSITY: Moody's Assigns 'Ba1' Rating to $318.2MM Bonds

TESORO CORPORATION: Moody's Issues Summary Credit Opinion
TRIBUNE CO: Citadel Equity Says Fourth Amended Plan Unconfirmable
TRIBUNE CO: U.S. Govt. Wants Details on Priority Tax Payments
TRIBUNE CO: Seeks Dismissal of Publishers Forest's Ch. 11 Cases
TRIBUNE CO: Marc Kirschner Named Litigation Trustee

VULCAN MATERIALS: Moody's Issues Summary Credit Opinion
VUZIX CORP: Defaults Under Two Loan Agreements
WALTER ENERGY: Moody's Changes Outlook on 'B1' CFR to Stable
WILLBROS UNITED: Moody's Confirms 'B3' CFR; Outlook Negative
WVSV HOLDINGS: Claims Bar Date Set for July 6

* Failing Banks Are Prohibited From Paying Retainers

* Large Companies With Insolvent Balance Sheets

                            *********

10-16 MANHATTAN AVENUE: Manhattan Building Owners Sent to Ch. 11
----------------------------------------------------------------
Manhattan residential apartment buildings owned by Praedium Fund
VI, L.P. and Pinnacle Management Co. LLC have sought Chapter 11
protection.

10-26 Manhattan Avenue LLC and 32 other entities filed bankruptcy
petitions in Manhattan on May 24, 2012.  Each Debtor claims to be
a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B)
and owns a residential apartment building that largely consists of
rent-controlled and rent-stabilized apartments.  The sole and
managing member for each Debtor is PMM Associates D-FXD LLC.
The Properties primarily are located in the Manhattan Valley
section of Manhattan in the low 100's on Riverside Drive and near
Central Park West. The Debtors purchased the Properties in 2005.

Each Debtor's chapter 11 petition and corresponding schedules and
statement of financial affairs reflects an estimated fair market
value of the properties of $119 million; however, the value of the
Properties may be as high as $140 million, according to a court
filing.

                        Road to Bankruptcy

In April 2007, the Debtors borrowed from Deutsche Bank Mortgage
Capital LLC $204 million in principal in order to renovate and
convert the properties into condominium projects.  Deutsche Bank
was granted a first priority mortgage lien on the properties.
Joel Wiener and Praedium executed a non-recourse carve-out
guaranty.  The debt was subsequently assigned to Wells Fargo Bank,
N.A., and then to DG UWS Sub LLC.  As of April 20, 2012, DG
asserts that the principal amount of $192.1 million and accrued
but unpaid interest in the amount of $37.7 million.

The Debtors, in accordance with their conversion plan, did not
re-let certain apartments as they became vacant.

The Debtors were unable to obtain the planned conversion financing
because such financing was no longer commercially available. The
Debtors, therefore, began discussions to restructure the Loan and
workout discussions continued until early 2011.

For a number of reasons, including the increased vacancy rate, the
Debtors exhausted the interest reserve established pursuant to the
Loan Documents in or about June 2010.

On Sept. 1, 2010, the Debtors received a notice of default.

On Nov. 2, 2011, the Debtors were notified that the Loan Documents
and the Mortgage had been sold to DG.  On Nov. 3, 2011, counsel
for DG advised the Debtors that DG was accelerating the entire
principal amount of the Loan.

The Debtors have not paid what DG contends is due and owing under
the

On Nov. 9, 2011, an affiliate of DG commenced an action in the
Supreme Court of the State of New York, County of New York, Index
No. 850079/2011, to foreclose the Mortgage and moved to appoint a
receiver.  On Nov. 30, 2011, Bruce N. Lederman, Esq. was appointed
Temporary Receiver.

                      The Chapter 11 Plan

Mason Sleeper, the authorized signatory, says in a court filing
that DG and the Debtors engaged in extensive negotiations and have
entered into a settlement agreement dated as of May __, 2012 that
will resolve the contentious Foreclosure Action and be implemented
through and effectuated by a pre-negotiated joint plan of
reorganization in an expedited chapter 11 process.

In accordance with the terms of the Settlement, the Debtors have
appointed Jeffrey Pikus, principal of Bluestar Properties Inc., to
serve as property manager of the Properties.  The Debtors intend
to have Mr. Pikus serve as Property Manager through confirmation
of the Plan and Bluestar will continue to serve as managing agent
of the Properties during Mr. Pikus' tenure.

The Debtors will transfer, subject to the Mortgage and all of the
Properties' residential leases, all of their title to and interest
in each of the Properties to an entity designated by DG and
release DG, Bluestar, and each of DG's designees from all claims
that the Debtors have or could have asserted against them.

In exchange for the Debtors' transfer of the Properties under the
Plan, DG will provide the Debtors with sufficient funds with which
to satisfy fully all allowed administrative, priority, and general
unsecured claims.

The Settlement Agreement, which is to be assumed by the Debtors
under the Plan, also provides that if the Debtors' Properties are
conveyed to DG's designees pursuant to the Plan, then in
consideration of Pinnacle's, PMM's, and the Guarantors' waiver of
all claims against the Debtors and the execution of the DG Release
by Mr. Wiener, Pinnacle, PMM, and Praedium, DG, will pay an entity
identified by Pinnacle, PMM, Mr. Wiener, and Praedium the sum of
$4,200,000.

If, however, the Properties are conveyed to DG's designees through
an "alternative acquisition" pursuant to which DG acquires them
through foreclosure because the Plan is not confirmed, then DG
shall pay the Fee Recipient the sum of $3.4 million.  Unless the
Chapter 11 cases are dismissed, no "alternative acquisition" will
occur without the approval of the Bankruptcy Court.

In order to facilitate the process, DG has consented to the use of
its cash collateral and will provide debtor in possession
financing on below market terms to the extent necessary.

The Debtors believe that if the Plan is not confirmed, the Chapter
11 Cases will be dismissed and DG will prosecute the Foreclosure
Action and credit bid a portion of the Loan.  Under the
circumstances, the Debtors' other creditors will receive nothing
on account of their claims.  More importantly, however, the
Debtors believe that the rights of their unregulated tenants will
be jeopardized.

The Debtors are seeking the entry of an order that (a)
conditionally approves the Disclosure Statement, and (b) schedules
a combined hearing on final approval of the Disclosure Statement
and confirmation of the Plan.


10-16 MANHATTAN: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 10-16 Manhattan Avenue LLC
        c/o The Praedium Group, LLC
        825 Third Avenue
        New York, NY 10022

Bankruptcy Case No.: 12-12261

Affiliates that simultaneously sought Chapter 11 protection:

   Debtor                       Case No.
   ------                       --------
106 West 105th Street LLC       12-12264
109 West 105th Street LLC       12-12265
120 West 105th Street LLC       12-12266
123 West 106th Street LLC       12-12267
125 West 106th Street LLC       12-12268
127 West 106th Street LLC       12-12269
15 West 107th Street LLC        12-12270
165-171 Manhattan Avenue LLC    12-12271
203 W. 108th Street LLC         12-12272
21 W. 106th Street LLC          12-12273
216 W. 108th Street LLC         12-12274
25-29 St. Nicholas Terrace LLC  12-12275
287 Edgecombe Avenue LLC        12-12276
291 Edgecombe Avenue LLC        12-12277
3-5 West 108th Street LLC       12-12278
312 W. 114th Street LLC         12-12279
35 St. Nicholas Terrace LLC     12-12280
350 Manhattan Avenue NY LLC     12-12281
4-6 West 108th Street LLC       12-12282
400-408 West 128th Street LLC   12-12283
5 West 101st Street LLC         12-12284
520 West 139th Street LLC       12-12285
605 West 156th Street LLC       12-12286
61-63 West 104th Street LLC     12-12287
625 West 156th Street LLC       12-12288
627 W. 113th Street LLC         12-12289
634 West 135th Street LLC       12-12290
635 Riverside Drive NY LLC      12-12291
7-9 West 108th Street LLC       12-12292
302 W. 114 Street LLC           12-12293
8-10 West 108th Street LLC      12-12294
894 Riverside NY Associates LLC 12-12295

Chapter 11 Petition Date: May 24, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

About the Debtors: Each Debtor claims to be a Single Asset Real
                   Estate as defined in 11 U.S.C. Sec. 101(51B)
                   and owns a residential apartment building that
                   largely consists of rent-controlled and rent-
                   stabilized apartments.  The sole and managing
                   member for each Debtor is PMM Associates D-FXD
                   LLC.  The properties primarily are located in
                   the Manhattan Valley section of Manhattan in
                   the low 100's on Riverside Drive and near
                   Central Park West. The Debtors purchased the
                   Properties in 2005.

Debtors' Counsel: Nancy Lynne Kourland, Esq.
                  ROSEN & ASSOCIATES, P.C.
                  747 Third Avenue
                  New York, NY 10017
                  Tel: (212) 223-1100
                  Fax: (212) 223-1102
                  E-mail: nkourland@rosenpc.com

Assets: Properties worth $119 million to $140 million

Liabilities: DG UWS Sub LLC owed $192.1 million in principal plus
             unpaid interest in the amount of $37.7 million.

The petitions were signed by Mason Sleeper, authorized signatory
officer.

10-16 Manhattan Avenue's List of Its Six Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
DG UWS LLC                         Mortgage Loan      $229,804,388
c/o Dune Real Estate Partners
623 Fifth Avenue, 30th Floor
New York, NY 10022

AON Risk Services Inc. of NY       --                       $7,777
P.O. Box 7247
Philadelphia, PA 19170-7376

G Bauer, Inc.                      --                       $1,410
1624 Webster Avenue
Bronx, NY 10457

G&R Electronics & Appliances       --                         $609

Advantage Wholesale Supply         --                         $309

NYC Department of Finance          NYC Elevator Inspection/   $100
                                   Violation Fee


4KIDS ENTERTAINMENT: Reports $4 Million Net Income in Q1
--------------------------------------------------------
4Kids Entertainment, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $4.02 million on $2.08 million of total net revenues
for the three months ended March 31, 2012, compared with a net
loss of $3.60 million $3.85 million of total net revenues for the
same period during the prior year.

The Company's balance sheet at March 31, 2012, showed
$20.87 million in total assets, $22.94 million in total
liabilities and a $2.07 million total shareholders' deficit.

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

                       http://is.gd/re1BRN

                    About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC is the
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.


ACCENTIA BIOPHARMA: Incurs $8.6 Million Net Loss in Q1
------------------------------------------------------
Accentia Biopharmaceuticals, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $8.62 million on $1.21 million of total
net sales for the three months ended March 31, 2012, compared with
a net loss of $1.02 million on $1.22 million of total net sales
for the same period during the prior year.

The Company reported a net loss of $7.96 million on $2.45 million
of total net sales for the six months ended March 31, 2012,
compared with a net loss of $8.48 million on $2.13 million of
total net sales for the same period a year ago.

The Company's balance sheet at March 31, 2012, showed
$4.63 million in total assets, $88.97 million in total
liabilities, and a $84.34 million total stockholders' deficit.

Cash and cash equivalents at March 31, 2012, was $1.9 million.
The Company intends to meet its cash requirements through the use
of cash on hand, strategic transactions such as collaborations and
licensing, short-term borrowings, and debt and equity financings.
The Company's independent registered public accounting firm's
report included a "going concern" qualification on the financial
statements for the year ended Sept. 30, 2011, citing significant
losses and working capital deficits at that date, which raised
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/87sg76

                 About Accentia Biopharmaceuticals

Headquartered in Tampa, Florida, Accentia Biopharmaceuticals, Inc.
(PINK: "ABPI") -- http://www.Accentia.net/-- is a biotechnology
company that is developing Revimmune as a system of care for the
treatment of autoimmune diseases.  Through subsidiary, Biovest
International, Inc., it is developing BiovaxID as a therapeutic
cancer vaccine for treatment of follicular non-Hodgkin?s lymphoma
(FL) and mantle cell lymphoma (MCL).  Through subsidiary,
Analytica International, Inc., it conducts a health economics
research and consulting business, which it market to the
pharmaceutical and biotechnology industries, using its operating
cash flow to support its corporate administration and product
development activities.

Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 08-17795) on
Nov. 10, 2008.  Accentia emerged from bankruptcy on Nov. 17, 2012,
after receiving confirmation of a reorganization plan on Nov. 2,
2010.


ACTIVECARE INC: Net Loss Widens to $1.8MM for March 31 Quarter
--------------------------------------------------------------
ActiveCare, Inc., reported wider net loss for the period ended
March 31, 2012.  ActiveCare said net loss was $1.81 million for
the three months ended March 31, 2012, compared to net loss of
$1.67 million for the same period in 2011.  Net loss was
$5.97 million for the six months ended March 31, 2012, compared to
$3.35 million for the same period in 2011.

As of March 31, 2012, the Company had total assets of
$2.02 million, including $340,000 in current assets, against total
liabilities of $3.09 million.

ActiveCare said it incurred a negative gross margin and has
negative cash flows from operating activities for the years ended
Sept. 30, 2011 and 2010, and for the period ended March 31, 2012.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.

ActiveCare said it must generate positive cash flows from
operations and obtain the necessary funding to meet its projected
capital investment requirements.   Management's plans with respect
to this uncertainty include raising additional capital from the
sale of the Company's common stock and increasing the sales of the
Company services and products.  There can be no assurance that
revenues will increase rapidly enough to offset operating losses
and repay debts.  If the Company is unable to increase revenues or
obtain additional financing, it will be unable to continue the
development of its products and may have to cease operations.

A copy of the Company's quarterly report on Form 10-Q for the
period ended March 31, 2012, is available at http://is.gd/8pQxCz

                       About ActiveCare Inc.

Based in South West Valley City, Utah, ActiveCare Inc. was spun
off in February 20090 from former parent, SecureAlert, Inc.,
formerly known as RemoteMDx, Inc.  In connection with the spin-
off, ActiveCare acquired from SecureAlert the exclusive license
rights to certain technology, including patent rights utilizing
GPS and cellular communication and monitoring technologies for use
in the healthcare and personal security markets.  In May 2009,
ActiveCare obtained worldwide and exclusive rights to additional
patents and patent applications, including the Panic Button Phone,
Emergency Phone with Single Button Activation, Emergency Phone for
Automatically Summoning Multiple Emergency Response Services, and
Emergency Phone with Alternate Number Calling Capability.  In
March 2012, ActiveCare acquired 4G Biometrics LLC.


ALEM AUTO: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------
Vanessa Small at The Washington Post reports Alem Auto Sales Inc.
located at 2650 Reed St., NW, Washington, D.C., filed for Chapter
11 protection in the nation's capital (Bankr. D. D.C. Case No.
12-00376) on May 18, 2012.  Clarissa Thomas, Esq., represents the
Debtor.  The Company listed both assets and liabilities of between
$100,000 and $500,000.  The Company owes $20,000 to Suntrust Bank.


ALLSCRIPTS HEALTHCARE: Moody's Rates $100MM Sr. Term Loan 'Ba2'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Allscripts
Healthcare Solutions, Inc.'s proposed $100 million senior secured
term loan. The new term loan will be used to repay revolving
credit facility borrowings. In addition, the Ba2 corporate family
rating, Ba3 probability of default rating, Ba2 rating on the
existing credit facility and SGL-1 speculative grade liquidity
rating were affirmed. The outlook remains stable.

The following rating was assigned:

Incremental Term Loan A due 2016,:Ba2 (LGD3, 35%)

The following ratings were affirmed:

Corporate family rating, Ba2

Probability of default rating, Ba3

Senior Secured Term Loan due August 2015, Ba2 (LGD3, 35%)

Senior Secured Term Loan A due July 2016, Ba2 (LGD3, 35%)

Senior Secured Revolving Credit, Ba2 (LGD3, 35%)

Speculative grade liquidity rating, SGL-1

RATINGS RATIONALE

The Ba2 corporate family rating reflects moderate financial
leverage, a recurring revenue stream from software and services
provided to a large installed base of physicians, hospitals and
post-acute facilities, and expected growth as penetration of
electronic health records increases in the health care industry.
The ratings are constrained by Moody's belief that operating risks
are elevated due to new operational initiatives, slower than
expected new software sales, weaker than expected profitability in
2011 and the first quarter of 2012 and significant turnover of the
Board of Directors. Allscripts' new operational initiatives
include plans to invest $190 million in research and development
in 2012, including an acceleration of the integration of legacy
products, and a completed reorganization of the sales force.
However, the rating downside is limited by moderate financial
leverage (about 2.3 times debt to EBITDA as of March 31, 2012 pro
forma for the recent revolving credit facility borrowings) which
should decline to less than 2 times in the next 12 to 18 months
through moderate revenue growth and deleveraging from internally
generated free cash flow. Moody's also expects Allscripts to use a
portion of its free cash flow to acquire its own stock. The
ratings are modestly restrained by uncertainties over evolving
healthcare reimbursement policies.

The stable outlook reflects the recurring nature of revenues,
which even considering execution risks from the new operational
initiatives and governance issues, should generate moderate
revenue and profit growth in the near to medium term.

The ratings could be downgraded if customer churn increases, new
software sales remain weak, free cash flow materially declines or
the company pursues a large debt financed acquisition or share
purchase, and Moody's expects debt to EBITDA to remain above 2.75
times. The SGL-1 rating could be downgraded if Allscripts does not
refinance revolver borrowings with the new term loan, as it has
planned.

The ratings could be upgraded if the company maintains debt to
EBITDA below 2 times while demonstrating sustained organic revenue
and EBITDA growth, effective integration of Eclipsys, steady
management and corporate governance and a commitment to
conservative financial policies. An upgrade is unlikely until the
new operational initiatives are validated through performance.

The principal methodology used in rating AllScripts 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.

Allscripts Healthcare Solutions, Inc. provides clinical software,
connectivity and information solutions to healthcare providers,
including physicians and hospitals. Moody's expects revenues for
2012 should be approximately $1.5 billion.


AMERICAN ENERGY: Delays Form 10-Q for First Quarter
---------------------------------------------------
The American Energy Group, Ltd.'s Form 10-Q for the period ended
March 31, 2012, could not be filed within the prescribed time
period due to delays in obtaining operations and production
updates from Hycarbex-American Energy, Inc., the operator of the
Pakistan-based Yasin Block 2768-7 petroleum concession in which
the Company holds an 18% production interest, the Company's major
asset.  Due to pending litigation with Hycarbex-American Energy,
Inc., and the likelihood of the lack of continued cooperation, the
information is being sought from a third party source.  The
operations and production information are critical to the
completion of Management's Discussion and Analysis within the Form
10-Q.  The delays could not be eliminated by the Company without
unreasonable effort or expense.  The Company expects to file the
Form 10-Q on or before the extended deadline of May 21, 2012.

                       About American Energy

AEG has been in the red for the past five years: It reported a net
loss of $991,784 for the year ended June 30, 2011; $942,792 in
2010; $893,196 in 2009; $932,853 in 2008; and $1,428,916 in 2007.

The Company restated its 2010 financial reports after management
discovered errors resulting in the understatement of previously
reported accrued expenses as of June 30, 2010.

Until its 2002 bankruptcy filing, AEG was an independent oil and
natural gas company engaged in the exploration, development,
acquisition and production of crude oil and natural gas properties
in the Texas gulf coast region of the United States and in the
Jacobabad area of the Republic of Pakistan.

AEG emerged from bankruptcy in January 2004 with two assets, a
non-producing 18% gross production royalty in the Yasin 2768-7
Block in Pakistan, and a non-producing working interest in an oil
and gas lease in Galveston County, Texas.  While the bankruptcy
proceedings were pending, AEG's producing oil and gas leases in
Fort Bend County, Texas were foreclosed by a secured lender.  Its
non-producing Galveston County, Texas oil and gas lease rights
were not affected by the foreclosure.

In November 2003, AEG sold the capital stock of its then existing
subsidiary, Hycarbex-American Energy, Inc., which held the
exploration license in Pakistan, to Hydro Tur (Energy) Ltd., a
company organized under the laws of the Republic of Turkey.  The
Company sold Hycarbex, which was the owner and operator of the
Yasin 2768-7 Petroleum Concession Block in the Republic of
Pakistan, to a foreign corporation, but retained an 18% overriding
royalty interest in future production.

Involuntary Chapter 7 bankruptcy proceedings (Bankr. S.D. Tex.
02-37125) were initiated against AEG on June 28, 2002, before
Judge Manuel D. Leal.  Leonard H. Simon, Esq., at Hughes Watters &
Askanase LLP, represented the petitioning creditors, who alleged
$49,981 in claims.  The case was converted to Chapter 11
proceedings in December 2002.

Pursuant to the Company's Second Amended Plan of Reorganization
which was approved by the Bankruptcy Court on Sept. 3, 2003, all
outstanding shares of common and preferred stock were cancelled
and the issuance of new shares of common stock to the bankruptcy
creditors was authorized by the Court.  AEG emerged from
bankruptcy in January 2004 with its two assets intact and with its
sole business being the maintenance and management of these
assets.

AEG had total assets of $1,927,318 and total liabilities of
$987,187 as of June 30, 2010.


BALL GROUND RECYCLING: Cherokee County Recycler in Chapter 11
-------------------------------------------------------------
Canton, Georgia-based Ball Ground Recycling, LLC, filed a bare-
bones Chapter 11 petition (Bankr. N.D. Ga. Case No. 12-63101) in
Atlanta on May 25.

Ball Ground, a wood recycling company, estimated assets and debts
of $10 million to $50 million.

According to The Atlanta Journal-Constitution, Canton Tea Party
Chairwoman Carol Cosby has called for a grand jury investigation
of the seven-year partnership between Cherokee County and Ball
Ground.  Ms. Cosby claimed Jimmy Bobo, the owner of Ball Ground
Recycling, may have made "illegal cash campaign contributions to
influence commission votes" to get the deal done.  The deal is
costing taxpayers about $100,000 a month in bond payments that the
company says it can't afford to make.

According to the case docket, the schedules of assets and
liabilities and the statement of financial affairs are due June 8,
2012.  The Chapter 11 plan and disclosure statement are due
Sept. 24.

The Debtor is represented by Herbert C. Broadfoot, II, Esq., at
Ragsdale, Beals, Seigler, et al., in Atlanta.


BALL GROUND RECYCLING: Case Summary & 6 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Ball Ground Recycling, LLC
        P.O. Box 5809
        Canton, GA 30114

Bankruptcy Case No.: 12-63101

Chapter 11 Petition Date: May 25, 2012

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

Judge: Margaret Murphy

Debtor's Counsel: Herbert C. Broadfoot, II, Esq.
                  RAGSDALE, BEALS, SEIGLER, PATTERSON & GRAY, LLP
                  2400 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 588-0500
                  Fax: (404) 523-6714
                  E-mail: broadfoot@rbspg.com

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

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

The petition was signed by Jimmy L. Bobo for J. Bobo, LLC,
managing member.

Debtor's List of Its Six Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
RRDA of Cherokee County            Lease Agreement      $1,724,642
1130 Bluffs Parkway
Canton, GA 30114

Frazier & Deeter, LLC              Audit Fees              $20,000
600 Peachtree Street NE, Suite 1900
Atlanta, GA 30308

Downs & Colquitt, PC               Accounting Services      $5,590
351 Washington Avenue, Suite 100
Marietta, GA 30060

Georgia Power                      Utility Bill             $4,581

BNY Mellon Trust Co., NA           Trustee Fees             $3,600

Flint Connolly & Walker, LLLP      Legal Fees                 $540


BEAU VIEW OF BILOXI: Wants Control of Case Through July 24
----------------------------------------------------------
Beau View of Biloxi, LLC, asks the Bankruptcy Court to extend the
period within which it has the exclusive period to file a
disclosure statement and plan of reorganization.  The Debtor seeks
an extension of 60 days up to and including July 24, 2012, in
which to file its proposed Plan and Disclosure Statement and a
concomitant extension of 60 days within which to obtain Plan
confirmation.

Subsequent to the bankruptcy filing, the Debtor has leased and
sold condominium units, generating over $500,000 for debt service
and future lease and option payments of over $32,000.  The Debtor
has been actively seeking investors and funding but has been
unable to finalize commitments.

The Debtor has been unable to finalize its proposed Plan within
the initial time period provided by the Bankruptcy Code.  The
statutory exclusivity period was slated to expire May 25, 2012.

                     About Beau View of Biloxi

Beau View of Biloxi, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Miss. Case No. 12-50141) on Jan. 26, 2012.  The
Mandeville, Louisiana-based debtor disclosed that it is a Single
Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B) with
assets and debts of $10 million to $50 million.  Judge Katharine
M. Samson presides over the case.  J. Walter Newman, IV, Esq., at
Newman & Newman, serves as the Debtor's counsel.  The petition was
signed by Richard L. Landry, III, designated representative.


BETSEY JOHNSON: Schedules Filing Deadline Extended to June 10
-------------------------------------------------------------
Betsey Johnson LLC won a 30-day extension of its deadline to file
schedules of assets and liabilities and statement of financial
affairs.  The new deadline is June 10, 2012.  The extension is
without prejudice to the Debtor's right to seek further extensions
upon a showing of cause.

                        About Betsey Johnson

New York-based women's fashion retailer Betsey Johnson LLC filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732)
on April 26, 2012, to effectuate a sale of its assets.

Formed as B.J. Vines by its namesake, iconic fashion designer
Betsey Johnson in 1978, the Debtor sells clothing, footwear,
handbags and a signature fragrance through 63 Betsey Johnson
retail stores and outlets in the U.S.  The Company, which has 400
employees, also sells its products in department and specialty
stores worldwide, including Macy's and Lord & Taylor, and online
at http://www.betseyjohnson.com/ Non-debtor subsidiaries operate
five stores in Canada and one store in England.

In 2010, Steven Madden Ltd. a footwear designer and marketer,
swapped US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$50 million term loan
used to finance the business' acquisition by Castanea Partners.
At the same time, Castanea, the company's majority owner, made a
new capital investment of US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  The Debtor has tapped the law
firm of Goulston & Storrs, as counsel; Togut, Segal & Segal, LLP,
as co-counsel; Richter Consulting, Inc., as financial advisor, and
Donlin Recano & Company as claims and notice agent.  The petition
was signed by Jonathan Friedman, chief financial officer.

Hilco Merchant Resources, LLC, is represented by Chris L.
Dickerson, Esq., at DLA Piper LLP (US).  Counsel for Steven
Madden, Ltd., is Neil Herman, Esq., at Morgan, Lewis & Bockius
LLP.  Counsel for First Niagara Commercial Finance, Inc., the DIP
Lender, is James C. Fox, Esq., at Ruberto, Israel & Weiner.


BIOZONE PHARMACEUTICALS: Incurs $3.6 Million Net Loss in Q1
-----------------------------------------------------------
Biozone Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $3.64 million on $3.51 million of sales for the
three months ended March 31, 2012, compared with a net loss of
$13,295 on $2.79 million of sales for the same period a year ago.

Biozone reported a net loss of $5.45 million in 2011, compared
with a net loss of $319,813 in 2010.

The Company's balance sheet at March 31, 2012, showed $8 million
in total assets, $13.76 million in total liabilities and a $5.76
million total shareholders' deficiency.

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

                        http://is.gd/dNdnpe

                   About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the website
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

For 2011, Paritz and Company. P.A., in Hackensack, N.J., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
does not have sufficient cash balances to meet working capital and
capital expenditure needs for the next twelve months.  In
addition, as of Dec. 31, 2011, the Company has a shareholder
deficiency and negative working capital of $4.37 million.  The
continuation of the Company as a going concern is dependent on,
among other things, the Company's ability to obtain necessary
financing to repay debt that is in default and to meet future
operating and capital requirements.


BLAST ENERGY: Incurs $366,000 Net Loss in First Quarter
-------------------------------------------------------
Blast Energy Services, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $365,635 on $118,214 of revenue for the three months
ended March 31, 2012, compared with a net loss of $548,240 on
$106,527 of revenue for the same period during the prior year.

The Company reported a net loss of $4.14 million on $446,526 of
revenues for 2011, compared with a net loss of $1.51 million on
$109,443 of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed $1.86
million in total assets, $3.98 million in total liabilities and a
$2.11 million total stockholders' deficit.

Blast Energy has experienced delays in completing its financial
statements for the quarter ended March 31 31, 2012, as its auditor
has not had sufficient time to review the financial statements for
the quarter ended March 31, 2012.  As a result, the Company was
delayed in filing its quarterly report on Form 10-Q for the
quarter ended March 31, 2012.

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

                        http://is.gd/cPk2l5

                        About Blast Energy

Houston, Texas-based Blast Energy Services, Inc., is seeking to
become an independent oil and gas producer with additional revenue
potential from its applied fluid jetting technology.  The Company
plans to grow operations initially through the acquisition of oil
producing properties and then eventually, to acquire oil and gas
properties where its applied fluid jetting process could be used
to increase the field production volumes and value of the
properties in which it owns an interest.

GBH CPAs, PC, in Houston, Texas, expressed substantial doubt about
Blast Energy Services' ability to continue as a going concern.
The independent auditors noted that Blast incurred a loss from
continuing operations for the year ended Dec. 31, 2011, and has an
accumulated deficit at Dec. 31, 2011.

BLITZ USA: Court Sets July 13 as Claims Bar Date
------------------------------------------------
The Bankruptcy Court set July 13, 2012, as the deadline for
creditors to file proofs of claim in the Chapter 11 case of Blitz
USA Inc.

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.

In April 2012, Hopkins Manufacturing Corp. acquired the assets of
Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil
drains, drain pans, lifting aids and automotive ramps.  Blitz USA
said in court documents the sale netted the Debtors $14.6 million,
which was applied against secured debt.


BONDS.COM GROUP: Incurs $14.4 Million Net Loss in 2011
------------------------------------------------------
Bonds.com Group, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$14.45 million on $4.32 million of revenue in 2011, compared with
a net loss of $12.51 million on $2.71 million of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $9.62 million
in total assets, $14.85 million in total liabilities and a $5.23
million total stockholders' deficit.

Daszkal Bolton LLP, in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2011, citing recurring losses and
negative cash flows from operations that raise substantial doubt
about the Company's ability to continue as a going concern.

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

                         http://is.gd/JRfpP9

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.


BONDS.COM GROUP: Incurs $1.1 Million Net Loss in First Quarter
--------------------------------------------------------------
Bonds.com Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.08 million on $2.06 million of revenue for the three months
ended March 31, 2012, compared with a net loss of $3.12 million on
$820,746 of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $8.31
million in total assets, $14.78 million in total liabilities and a
$6.47 million total stockholders' deficit.

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

                       http://is.gd/LymIln

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

The Company reported a net loss of $14.45 million in 2011,
compared with a net loss of $12.51 million in 2010.

Daszkal Bolton LLP, in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2011, citing recurring losses and
negative cash flows from operations that raise substantial doubt
about the Company's ability to continue as a going concern.


BONDS.COM GROUP: Thomas Thees Discloses 15.7% Equity Stake
----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Thomas M. Thees disclosed that, as of May 10, 2012, he
beneficially owns 19,500,000 shares of common stock of Bonds.com
Group, Inc., representing 15.74% of the shares outstanding.

On May 10, 2012, the Company granted to Mr. Thees a non-qualified
stock option for the purchase of 78,000,000 shares of common stock
at an exercise price of $0.09 per share, of which 19,500,000
Shares become exercisable by the Reporting Person within 60 days
from the date of this Statement.

Mr. Thees has been appointed as the Chief Executive Officer of the
Issuer effective June 1, 2012, and is a member of the Company's
Board of Directors.

A copy of the filing is available for free at:

                       http://is.gd/fNp5a5

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

The Company reported a net loss of $14.45 million in 2011,
compared with a net loss of $12.51 million in 2010.

Daszkal Bolton LLP, in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2011, citing recurring losses and
negative cash flows from operations that raise substantial doubt
about the Company's ability to continue as a going concern.


BOWLES SUB: Sec. 341 Creditors' Meeting for Parcel A on June 12
---------------------------------------------------------------
The U.S. Trustee for the District of Minnesota will convene a
Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the
Chapter 11 case of Bowles Sub Parcel A, LLC, on June 12, 2012, at
9:30 a.m. at Mtg Minneapolis - US Courthouse, 300 S 4th St, Rm
1017 (10th Floor).

The last day to object to discharge is Aug. 13, 2012.  Proofs of
claim are due by Sept. 10, 2012.

                 About StoneArch II/WCSE Entities

StoneArch II/WCSE Minneapolis Industrial LLC in 2007 acquired
various limited liability companies, which in turn owned 27
industrial multi-tenant properties located in Minneapolis/St. Paul
in Minnesota.  The properties were divided into four separate
pools: A, B, C, and D.

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC, which jointly
own the properties in pool D, sought Chapter 11 protection (Bankr.
D. Minn. Case Nos. 11-44430 and 11-44434) on June 29, 2011.  A
Chapter 11 plan has been filed for the pool D debtors.  The plan,
if approved, would allow the existing owners to maintain operation
of the properties.

Bowles Sub Parcel A, LLC, and five other entities, which jointly
own parcels A, B and C, filed for Chapter 11 protection (Bankr. D.
Minn. Case Nos. 12-42765, 12-42768, 12-42769, 12-42770, 12-42772,
and 12-42774) on May 8, 2012.  Each of the May 8 Debtors estimated
$10 million to $50 million in assets.

The other May 8 debtors are Fenton Sub Parcel A, LLC, Bowles Sub
Parcel B, LLC, Fenton Sub Parcel B, LLC, Bowles Sub Parcel C, LLC,
and Fenton Sub Parcel C, LLC.

Judge Nancy C. Dreher oversees the May 8 Debtors' cases, taking
over from Judge Gregory F. Kishel.

The May 8 Debtors tapped Lapp Libra Thomson Stoebner & Pusch as
counsel.  Steven B. Hoyt, as chief manager, signed the Chapter 11
petitions.


CANO PETROLEUM: Delays Form 10-Q for First Quarter
--------------------------------------------------
Cano Petroleum, Inc., informed the U.S. Securities and Exchange
Commission that it could not file its quarterly report on Form
10-Q for the quarter ended March 31, 2012, within the prescribed
time period, because of the Company's inability to timely process
the financial information for the quarter prior to the filing
deadline.

On Feb. 3, 2012, the Company filed its quarterly report on Form
10-Q for the quarter ended Sept. 30, 2011.  However, as previously
disclosed, the unaudited and unreviewed interim financial
statements and notes thereto filed with the quarterly report were
not reviewed by an independent public accountant using
professional standards and procedures for conducting those
reviews, as established by generally accepted auditing standards,
as required by Rule 10-01(d) of Regulation S-X promulgated under
the Securities Act of 1934, as amended.  As a result, the Company
may not be considered current in its filings under the Exchange
Act until it files an amendment to the quarterly report that
contains financial statements that have been reviewed in
compliance with the requirements of Rule 10-01(d).  Furthermore,
the Company has not filed its quarterly report on Form 10-Q for
the quarter ended Dec. 31, 2011.

                        About Cano Petroleum

Cano Petroleum, Inc. (NYSE Amex: CFW), an independent Texas-
based energy producer with properties in the mid-continent region
of the United States, filed for Chapter 11 bankruptcy (Bank. N.D.
Tex. Lead Case No. 12-31549) on March 7, 2012.  Other affiliates
also sought bankruptcy protection: Cano Petro of New Mexico,
Ladder Companies, Inc., Square One Energy, Inc., Tri-Flow, Inc.,
W.O. Energy of Nevada, Inc., W.O. Operating Company, Ltd., W.O.
Production Company, Ltd., and WO Energy, Inc.  The cases are
jointly administered.

The Debtors filed for bankruptcy to pursue a sale under a joint
plan of reorganization filed on the petition date.  Cano Petroleum
have entered into a Stalking Horse Stock Purchase Agreement with
NBI Services Inc., pursuant to which NBI would purchase all of the
shares of common stock that would be issued by Reorganized Cano
under the Plan for $47.5 million.  The deal is subject to higher
and better offers and a possible auction.

The petitions were filed by James R. Latimer, III, chief executive
officer.  Judge Barbara J. Houser oversees the case.  The Debtors
are represented by lawyers at Thompson & Knight LLP, in Dallas
Texas.

Cano Petroleum's consolidated balance sheet at Sept. 30, 2011,
showed $63.37 million in total assets, $116.25 million in total
liabilities, and a $52.88 million total stockholders' deficit.  In
schedules filed with the Court, Cano Petroleum disclosed
$1.16 million in assets and $82.5 million in liabilities.

Union Bank of California, the administrative agent and issuing
lender under the Debtors' prepetition senior credit facility; and
UnionBanCal Equities, Inc., the administrative agent and issuing
lender, under the junior credit facility, are represented by:
William A. "Trey" Wood III, Esq., at Bracewell & Giuliani LLP.


CAPSALUS CORP: Suspending Filing of Reports with SEC
----------------------------------------------------
Capsalus Corp filed a Form 15 notifying of its suspension of its
duty under Section 15(d) to file reports required by Section 13(a)
of the Securities Exchange Act of 1934 with respect to its common
stock, par value $0.001 per share.  The Company is suspending
reporting because there are currently less than 500 holders of
record of the common shares.  There were only 366 holders of the
common shares as of May 18, 2012.

                        About Capsalus Corp.

Atlanta, Ga.-based Capsalus Corp. offers a broad range of
solutions to global health problems.  WhiteHat Holdings, LLC, was
acquired on April 14, 2010.  In combining with WhiteHat, the
Company is creating a new, consumer-driven business unit, the
Nutritional Products Division, focused on healthy food and
beverages.

The Company reported a net loss of $16.02 million in 2010 and a
net loss of $10.89 million in 2009.  The Company also reported a
net loss of $2.09 million for the nine months ended Sept. 30,
2011.

The Company's balance sheet at Sept. 30, 2011, showed
$4.60 million in total assets, $6.77 million in total liabilities,
and a $2.16 million total stockholders' deficit.

As reported by the TCR on April 21, 2011, Moquist Thorvilson
Kaufmann Kennedy & Pieper LLC, in Edina, Minnesota, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that the Company has suffered losses
from operations since its inception.


CENTRAL FEDERAL: Jeffrey Aldrich Re-elected to Board
----------------------------------------------------
Central Federal Corporation held its annual meeting on May 17,
2012.  Jeffrey W. Aldrich was re-elected as director by the
stockholders for a three-year term expiring at the annual meeting
in 2015.  The stockholders approved a non-binding advisory vote on
the compensation of executives and ratified the appointment of
Crowe Horwath LLP as the Company's independent registered public
accounting firm for the year ending Dec. 31, 2012.

                        About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

The Company's balance sheet at March 31, 2012, showed $241.44
million in total assets, $232.21 million in total liabilities and
$9.22 million in total stockholders' equity.

Central Federal reported a net loss of $5.42 million in 2011, a
net loss of $6.87 million in 2010, and a net loss of $9.89 million
in 2009.

Following the 2011 results, Crowe Horwath LLP, in Cleveland, Ohio,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The Company's auditors noted that
the Holding Company and its wholly owned subsidiary (CFBank) are
operating under regulatory orders that require among other items,
higher levels of regulatory capital at CFBank.  The Company has
suffered significant recurring net losses, primarily from higher
provisions for loan losses and expenses associated with the
administration and disposition of nonperforming assets at CFBank.
These losses have adversely impacted capital at CFBank and
liquidity at the Holding Company.  At Dec. 31, 2011, regulatory
capital at CFBank was below the amount specified in the regulatory
order.  Failure to raise capital to the amount specified in the
regulatory order and otherwise comply with the regulatory orders
may result in additional enforcement actions or receivership of
CFBank.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011 required date.


CENTRAL FEDERAL: Regains Compliance with Nasdaq Bid Price Rule
--------------------------------------------------------------
Central Federal Corporation received notice from The Nasdaq Stock
Market on May 18, 2012, that it has regained compliance with the
minimum bid price requirement for continued listing on The Nasdaq
Capital Market.  Because the closing bid price for the Company's
common stock exceeded $1.00 per share for ten consecutive business
days, the Company is in compliance with Rule 5550(a)(2) of
Nasdaq's Listing Rules, and no action is needed regarding
requirements for continued listing.

Central Federal Corporation's common stock continues to trade on
Nasdaq under the symbol CFBK.

                        About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

The Company's balance sheet at March 31, 2012, showed $241.44
million in total assets, $232.21 million in total liabilities and
$9.22 million in total stockholders' equity.

Central Federal reported a net loss of $5.42 million in 2011, a
net loss of $6.87 million in 2010, and a net loss of $9.89 million
in 2009.

Following the 2011 results, Crowe Horwath LLP, in Cleveland, Ohio,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The Company's auditors noted that
the Holding Company and its wholly owned subsidiary (CFBank) are
operating under regulatory orders that require among other items,
higher levels of regulatory capital at CFBank.  The Company has
suffered significant recurring net losses, primarily from higher
provisions for loan losses and expenses associated with the
administration and disposition of nonperforming assets at CFBank.
These losses have adversely impacted capital at CFBank and
liquidity at the Holding Company.  At Dec. 31, 2011, regulatory
capital at CFBank was below the amount specified in the regulatory
order.  Failure to raise capital to the amount specified in the
regulatory order and otherwise comply with the regulatory orders
may result in additional enforcement actions or receivership of
CFBank.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011 required date.


CHINA GREEN: Reports $49,000 Net Income in First Quarter
--------------------------------------------------------
China Green Creative, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $49,397 million on $682,358 of revenue for the three
months ended March 31, 2012, compared with net income of $112,397
on $719,183 of revenue for the same period during the prior year.

The Company reported a net loss of $344,901 on $1.93 million of
revenues for 2011, compared with a net loss of $3.35 million on
$2.78 million of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed $5.52
million in total assets, $8.04 million in total liabilities and a
$2.52 million total stockholders' deficit.

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

                         http://is.gd/fduXMB

                          About China Green

China Green Creative, Inc., located in Shenzhen, Guangdong
Province, People's Republic of China, is principally engaged in
the distribution of consumer goods and electronic products in the
PRC.

After auditing the 2011 results, Madsen & Associates CPA's, Inc.,
in Salt Lake City, Utah, expressed substantial doubt about China
Green Creative's ability to continue as a going concern.  The
independent auditor noted that the Company does not have the
necessary working capital to service its debt and for its planned
activity.


CICERO INC: Reports $2.1 Million Net Income in First Quarter
------------------------------------------------------------
Cicero Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing net income of $2.15
million on $3.66 million of total operating revenue for the three
months ended March 31, 2012, compared with a net loss of $435,000
on $729,000 of total operating revenue for the same period during
the prior year.

The Company reported a net loss of $2.97 million in 2011,
compared with a net loss of $459,000 in 2010.

The Company's balance sheet at March 31, 2012, showed $6.82
million in total assets, $10.45 million in total liabilities and a
$3.63 million total stockholders' deficit.

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

                        http://is.gd/H6VmY1

                         About Cicero Inc.

Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.

The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products.  Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.

The Company has extended the maturity dates of several debt
obligations that were due in 2011 to 2012, to assist with
liquidity and may attempt to extend these maturities again if
necessary.  Despite the recent additions of several new clients,
the Company continues to struggle to gain additional sources of
liquidity on terms that are acceptable to the Company.


CIRCUS AND ELDORADO: Sec. 341 Creditors' Meeting Moved to July 2
----------------------------------------------------------------
The U.S. Trustee in Reno, Nevada, will hold a Meeting of Creditors
under 11 U.S.C. Sec. 341(a) in the Chapter 11 cases of Circus and
Eldorado Joint Venture and Silver Legacy Capital Corp.  The 341
Meeting, originally scheduled for June 25, 2012, at 2:00 p.m., has
been continued to July 2, 2012, at 11:00 a.m., at C. Clifton Young
Federal Building, 300 Booth Street, Room 2110, in Reno.

Proofs of claim are due in the case by Sept. 24, 2012.

                     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
ith Capital Research and Management Company, a holder of a
ubstantial 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.

The Bank of New York Mellon Trust Company, N.A., the trustee for
the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by
Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

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: Hiring FTI Consulting as Financial Advisor
---------------------------------------------------------------
Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
seek Bankruptcy Court permission to employ FTI Consulting Inc. as
their financial advisor.  The Debtors said FTI is already heavily
involved in many of the Debtors' critical financial activities,
including, but not limited to, preparation of the Debtors'
statements of financial affairs, schedules of assets and
liabilities, and valuation analysis.

On Feb. 1, 2012, the Debtors provided FTI with advance payment of
$100,000 to establish a retainer to pay for FTI's services
rendered or to be rendered in connection with the Debtors'
restructuring efforts.  On May 15, the Debtors provided an
additional payment of $150,000.  FTI held $155,285 of the initial
cash on account as of the petition date.  According to the firm's
books and records, prior to the petition date, FTI received
payments from the Debtors of $682,000.

The Debtors proposed to pay FTI at these standard hourly rates:

     Senior managing directors             $780 - $895
     Directors/Managing directors          $560 - $745
     Consultants/Senior consultants        $280 - $530
     Administrative/Paraprofessionals      $115 - $230

The firm will also be reimbursed for necessary expenses.  The
Debtors will also provide indemnification.

FTI managing director Walton L. Brown attests the firm (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 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.

The Bank of New York Mellon Trust Company, N.A., the trustee for
the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by
Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

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: Taps Evercore Group as Investment Banker
-------------------------------------------------------------
Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
ask the Bankruptcy Court to approve their employment of Evercore
Group LLC as investment banker.  Since August last year, Evercore
has worked closely with the Debtors' management, creditors and
other professionals and advisors in exploring various strategic,
financial and restructuring alternatives and otherwise assisting
the Debtors in preparing for the bankruptcy filing.  The Debtors
will look to Evercore for assistance in developing a restructuring
plan and in negotiating with various stakeholders regarding the
Plan.

Evercore has received $782,000 from the Debtors since August.  As
of the petition date, the firm held $8,600 on account of an
expense retainer.

The Debtors propose to pay the firm:

     -- a $75,000 monthly fee;
     -- a $1 million fee upon consummation of any restructuring;
     -- a fee payable upon consummation of financing from non-
        affiliate third parties as a percentage of new financing
        gross proceeds:

                                          Percentage From New
           Financing                   Financing Gross Proceeds
           ---------                   ------------------------
           Any indebtedness                      1.0%
           Equity or equity-linked
             Securities/obligations              5.0%

Stephen Hannan, senior managing director of Evercore, attests the
firm (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 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.

The Bank of New York Mellon Trust Company, N.A., the trustee for
the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by
Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

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.


CIRTRAN CORP: Incurs $1.3 Million Net Loss in First Quarter
-----------------------------------------------------------
Cirtran Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.28 million on $618,700 of net sales for the three months
ended March 31, 2012, compared with a net loss of $8.61 million on
$1.39 million of net sales for the same period during the prior
year.

Cirtran Corp. reported a net loss of $7.04 million in 2011,
compared with a net loss of $4.95 million in 2010.

The Company's balance sheet at March 31, 2012, showed $906,013 in
total assets, $27.24 million in total liabilities and a $26.33
million total stockholders' deficit.

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

                        http://is.gd/T0KNy9

                      About CirTran Corporation

West Valley City, Utah-based CirTran Corporation (OTC BB: CIRC)
-- http://www.CirTran.com/-- markets and manufactures energy
drinks under the Playboy brand pursuant to a license agreement
with Playboy Enterprises, Inc.  The Company also provides turnkey
manufacturing services and products using various high-tech
applications for electronics manufacturers in various industries.

In its report accompanying the 2011 financial statements, Hansen,
Barnett & Maxwell, P.C., in Salt Lake City, Utah, noted that
Company has an accumulated deficit, has suffered losses from
operations, has negative working capital and one of the
consolidated subsidiaries has filed for Chapter 11 bankruptcy
which raises substantial doubt about its ability to continue as a
going concern.


CLEAR CHANNEL: Stockholders Approve Incentive Plans
---------------------------------------------------
At the annual meeting of stockholders of Clear Channel Outdoor
Holdings, Inc., an indirect subsidiary of Clear Channel
Communications, Inc., CCOH's stockholders approved CCOH's 2012
Stock Incentive Plan and CCOH's Amended and Restated 2006 Annual
Incentive Plan.

                    2012 Stock Incentive Plan

CCOH's 2012 Stock Incentive Plan is a broad-based incentive plan
that provides for granting stock options, stock appreciation
rights, restricted stock, deferred stock awards, and performance-
based cash and stock awards to any of CCOH's or its subsidiaries'
present or future directors, officers, employees, consultants, or
advisers.

Subject to adjustments as required or permitted by the 2012 Stock
Incentive Plan's terms, under the 2012 Stock Incentive Plan, CCOH
may issue a total of (1) 29,142,027 shares of CCOH's Class A
common stock, $.01 par value per share, plus (2) the number of
shares of common stock granted under CCOH's 2005 Stock Incentive
Plan, as amended and restated, that would be considered "Lapsed
Awards" under Section 3.2 of the 2012 Stock Incentive Plan had
they been granted under the 2012 Stock Incentive Plan.

The following shares are not taken into account in applying these
limitations: (1) shares covered by awards that expire or are
canceled, forfeited, settled in cash, or otherwise terminated; (2)
shares delivered to CCOH or withheld by CCOH for the payment or
satisfaction of purchase price or tax withholding obligations
associated with the exercise or settlement of an award; and (3)
shares covered by stock-based awards assumed by CCOH in connection
with the acquisition of another company or business.

Unless sooner terminated, the 2012 Stock Incentive Plan will
terminate on the tenth anniversary of the date of its adoption by
CCOH's Board of Directors, or Feb. 16, 2022.  CCOH's 2005 Stock
Incentive Plan, as amended and restated, automatically terminated
upon stockholder approval of the 2012 Stock Incentive Plan at
CCOH's annual meeting of Stockholders on May 18, 2012, and, as a
result of that termination, there are no shares available for new
grants under CCOH's 2005 Stock Incentive Plan.

            Amended and Restated 2006 Annual Incentive Plan

CCOH's Amended and Restated 2006 Annual Incentive Plan provides
for the award of performance-based compensation to executive
officers and other selected key employees of CCOH and its
subsidiaries that will not be subject to the executive
compensation deduction limitations of Section 162(m) of the
Internal Revenue Code of 1986, as amended.  All awards under
CCOH's Amended and Restated 2006 Annual Incentive Plan will be
settled in cash.

                        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.

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.

Clear Channel reported a net loss of $302.09 million on $6.16
billion of revenue in 2011, compared with a net loss of $479.08
million on $5.86 billion of revenue in 2010.  The Company had a
net loss of $4.03 billion on $5.55 billion of revenue in 2009.

                         Bankruptcy Warning

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

The Company said in its quarterly report for the period ended
March 31, 2012, that its ability to restructure or refinance the
debt will depend on the condition of the capital markets and the
Company's financial condition at that time.  Any refinancing of
the Company's debt could be at higher interest rates and increase
debt service obligations and may require the Company and its
subsidiaries to comply with more onerous covenants, which could
further restrict the Company's business operations.  The terms of
existing or future debt instruments may restrict the Company from
adopting some of these alternatives.  These alternative measures
may not be successful and may not permit the Company or its
subsidiaries to meet scheduled debt service obligations.  If the
Company and its subsidiaries cannot make scheduled payments on
indebtedness, the Company or its subsidiaries, as applicable, will
be in default under one or more of the debt agreements and, as a
result the Company could be forced into bankruptcy or liquidation.

                           *     *     *

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.


CITY NATIONAL: Preston Pinkett Discloses 10.3% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Preston D. Pinkett, III, disclosed that, as
of May 19, 2012, he beneficially owns 14,998 shares of common
stock of City National Bancshares Corporation representing 10.3%
of the shares outstanding.

Mr. Pinkett previously reported beneficial ownership of 13,409
common shares or a 9.3% equity stake as of Dec. 22, 2011.

A copy of the amended filing is available for free at:

                         http://is.gd/m38SaW

                    About City National Bancshares

Newark, New Jersey-based City National Bancshares Corporation is a
New Jersey corporation incorporated on Jan. 10, 1983.  City
National Bank, a wholly-owned subsidiary of CNBC, is a national
banking association chartered in 1973 under the laws of the United
States of America and has one subsidiary, City National
Investments, Inc., an investment company which holds, maintains
and manages investment assets for CNB.  CNB provides a wide range
of retail and commercial banking services through its retail
branch network, although the primary focus is on establishing
commercial and municipal relationships.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $4.0 million on $8.0 of net interest income,
compared with a net loss of $3.2 million on $9.9 million of net
interest income for the same period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$349.2 million in total assets, $328.2 million in total
liabilities, and stockholders' equity of $20.9 million.

As reported in the Troubled Company Reporter on June 1, 2011, KPMG
LLP, in Short Hills, New Jersey, expressed substantial doubt about
City National Bancshares' ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2010.  The independent auditors noted that the Company has
suffered recurring losses from operations and has entered into a
consent order with the Office of the Comptroller of the Currency.


COMMUNITY HOME FIN'L: Sec. 341 Creditors' Meeting Set for June 29
-----------------------------------------------------------------
The U.S. Trustee in Jackson, Mississippi, will convene a Meeting
of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
Community Home Financial Services, Inc., on June 29, 2012, at 9:30
a.m. at 341 Mtg - Jackson U.S. Courthouse Suite 1.452.

The last day to oppose discharge or dischargeability is Aug. 28,
2012.  Proofs of claim are due in the case by Sept. 20, 2012.
Government proof of claim are due by Nov. 19, 2012.

             About Community Home Financial Services

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
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.  The Debtor estimated
assets and debts of $10 million to $50 million.

Judge Edward Ellington presides over the case.  The Debtor is
represented by Jonathan Bissette, Esq., at Wells Marble & Hurst,
PLLC, in Ridgeland, Mississippi.


COMPETITIVE TECHNOLOGIES: Incurs $795,000 Net Loss in 1st Quarter
-----------------------------------------------------------------
Competitive Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $795,206 on $329,746 of product sales for the three
months ended March 31, 2012, compared with net income of $29,434
on $1.82 million of product sales for the same period a year ago.

The Company reported a net loss of $3.59 million in 2011.  The
Company reported a net loss of $2.40 million on $163,993 of
product sales for the five months ended Dec. 31, 2010.

The Company's balance sheet at March 31, 2012, showed $4.66
million in total assets, $6.82  million in total liabilities, all
current, and a $2.15 million total shareholders' deficit.

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

                        http://is.gd/H7Rr06

                   About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

After auditing the 2011 results, Mayer Hoffman McCann CPAs, 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 operating losses since fiscal year 2006.


COMPREHENSIVE CARE: Reports $80,000 Net Income in 1st Quarter
-------------------------------------------------------------
Comprehensive Care Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $80,000 on $17.89 million of managed care revenues
for the three months ended March 31, 2012, compared with net
income of $41,000 on $18.28 million of managed care revenues for
the same period during the prior year.

Comprehensive Care reported a net loss of $14.08 million in 2011,
compared with a net loss of $10.47 million in 2010.

The Company's balance sheet at March 31, 2012, showed $15.02
million in total assets, $31.27 million in total liabilities and a
$16.25 million total stockholders' deficiency.

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

                        http://is.gd/xGZyhk

                     About Comprehensive Care

Tampa, Fla.-based Comprehensive Care Corporation provides managed
care services in the behavioral health, substance abuse, and
psychotropic pharmacy management fields.

Following the 2011 results, Mayer Hoffman McCann P.C., in
Clearwater, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has not generated sufficient cash flows from
operations to fund its working capital requirements.


CORD BLOOD: Incurs $1.3 Million Net Loss in First Quarter
---------------------------------------------------------
Cord Blood America, 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 $1.26 million on $1.55
million of revenue for the three months ended March 31, 2012,
compared with a net loss attributable to the Company of $1.83
million on $1.45 million of revenue for the same period a year
ago.

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 March 31, 2012, showed $7.41
million in total assets, $7.31 million in total liabilities and
$101,042 in total stockholders' equity.

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

                       http://is.gd/T9cbaW

                     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.

After auditing the 2011 results, 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.


CREDITRON FINANCIAL: Judge Won't Appoint Trustee in Owners' Case
----------------------------------------------------------------
Ed Palatella at Erie Times-News reports that Chief U.S. Bankruptcy
Judge Thomas P. Agresti has declined to appoint a trustee to
oversee the bankruptcy estate of Joyce M. Covatto and Alfred D.
Covatto, whose Telatron Marketing Group Inc. was sold in U.S.
Bankruptcy Court in Erie in January.

According to the report, Judge Agresti has ruled that the evidence
was lacking for him to appoint a trustee to displace the Covattos,
who are married and who filed for Chapter 11 bankruptcy in May
2011.  They will continue to work toward submitting a
reorganization plan to Judge Agresti by July 1.  When they filed
for bankruptcy, the Covattos listed assets of at least $1 million
and debts of $918,442, including $825,605 owed the Internal
Revenue Service.

The report says Judge Agresti agreed with the Covattos' lawyer,
Guy Fustine, that the couple had not mismanaged their financial
affairs.  The circumstances in the Covattos' case "don't even come
close" to warranting the appointment of a trustee, Judge Agresti
said.

The report recounts the trustee for the Telatron bankruptcy
estate, lawyer John Melaragno, requested the trustee for the
Covatto case.  He argued the Covattos were mismanaging their
financial affairs by failing to negotiate a long-term lease with
Agility Marketing Group, which bought Telatron's assets in
Bankruptcy Court.

The report adds the Telatron's trustee filed financial claims
against the Covattos for money he said they owe Telatron.  Mr.
Melaragno would use that money to help pay Telatron's creditors,
including the IRS, which the Telatron bankruptcy estate owes more
than $1 million.

If they do not negotiate a lease with Agility, the report quotes
Mr. Melaragno as saying, the Covattos would lack the income to pay
the claims to Telatron.  Judge Agresti has faulted Agility for
getting behind in its rent to the Covattos.  He said the evidence
showed the Covattos and Agility can still reach a deal on a lease.

Based in Erie, Pennsylvania, Creditron Financial Corporation dba
Telatron Marketing Group Inc. filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Penn. Case No. 08-11289) on July 3, 2008.
Stephen H. Hutzelman, Esq., at Plate Shapira Hutzelman Berlin May,
et al., represents the Debtor.  The Debtor disclosed $3 million in
total assets and $4.8 million in total liabilities in its
bankruptcy petition.

A private business from New York City, Y & Y Holdings LLC, bought
Telatron's assets for $600,000 and renamed it Agility Marketing
Inc.


CROATAN SURF: Royal Bank America Allowed $18MM Secured Claim
------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse ruled that Royal Bank
America will have an allowed secured claim for $18,008,562 in the
Chapter 11 case of Croatan Surf Club LLC, which represents
principal, interest, late fees, and actual attorneys' fees
incurred up to the petition date.  RBA's request for postpetition
interest and postpetition attorneys' fees is allowed in part, in
that RBA is allowed postpetition interest of $1,140,092, and
denied in part, as to any additional post-petition interest
sought, as well as post-petition attorneys' fees, given that the
collateral is insufficient to support further interest or fees.
RBA's request for a superpriority administrative expense claim is
denied.

The Debtor and Edwards Family Partnership LP objected to Claim
No. 2 filed by RBA.  The Debtor does not dispute the amount of
principal owed as stated in RBA's claim, which is $16,306,399.
The remaining components of the claim, however, consisting of
interest, attorney's fees, and late fees, are contested.

The Debtor owed RBA under a 2007 construction loan for
$17,000,000, which was guaranteed by various individuals and
secured by a first priority deed of trust.  In the bankruptcy
proceedings, RBA has argued that the Debtor cannot adequately
protect it for the use of its rental cash collateral by giving it
a replacement lien in that collateral.


A copy of the Court's May 25, 2012 Order is available at
http://is.gd/Lan4Dlfrom Leagle.com.

                     About Croatan Surf Club

Croatan Surf Club, LLC owns a 36-unit condominium complex in Kill
Devil Hills, North Carolina.  It filed for Chapter 11 bankruptcy
protection (Bankr. E.D.N.C. Case No. 11-00194) on Jan. 10, 2011.
Walter L. Hinson, Esq., at Hinson & Rhyne, P.A., in Wilson, N.C.,
serve as counsel to the Debtor.  Kevin J. Silverang, Esq., and
Philip S. Rosenzweig, Esq., at Silverang & Donohoe, LLC, in St.
Davids, Pa., serve as co-counsel to the Debtor.  No creditors
committee has been formed in the case.  In its schedules, the
Debtor disclosed $26,151,718 in assets and $19,350,000 in
liabilities.


CRYOPORT INC: Amends Form S-1 Registration Statement
----------------------------------------------------
Cryoport, Inc., filed with the U.S. Securities and Exchange
Commission amendment no.2 to form S-1 relating to the offering by
certain existing holders of the Company's common stock of
55,705,100 shares of common stock, par value $0.001 per share,
including 31,418,823 shares of the Company's common stock issuable
upon exercise of the warrants held by those selling security
holders.

This prospectus also relates to the issuance of 1,666,667 shares
of common stock upon exercise of certain publicly traded warrants,
that were issued as part of a public offering of units and the
resale of those shares of common stock.

The Company's common stock and Traded Warrants are currently
traded on the OTCQB, operated by the OTC Markets Group, Inc.,
under the symbols "CYRX" and "CYPTW."  As of April 16, 2012, the
closing sale price of the Company's common stock and Traded
Warrants were $0.52 per share and $0.15 per Traded Warrant,
respectively.

A copy of the amended prospectus is available for free at:

                        http://is.gd/yeQnbH

                        About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- provides innovative cold
chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below 0-degree Celsius.

KMJ Corbin & Company LLP expressed substantial doubt about
CryoPort's ability to continue as a going concern, following
the Company's fiscal 2009 results.  The firm noted that the
Company has incurred recurring losses and negative cash flows from
operations since inception.

The Company reported a net loss of $6.16 million on $378,700 of
net revenues for the nine months ended Dec. 31, 2011, compared
with a net loss of $4.29 million on $375,400 of net revenues for
the same period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $4.22 million
in total assets, $3.60 million in total liabilities, and
$620,900 in total stockholders' equity.


DECOR PRODUCTS: Reports $401,000 Net Income in 1st Quarter
----------------------------------------------------------
Decor Products International, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of US$401,355 on US$3.81 million of net
revenues for the three months ended March 31, 2012, compared with
net income of US$650,483 on US$5.03 million of net revenues for
the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed US$44.93
million in total assets, US$10.81 million in total liabilities and
US$34.11 million in total stockholders' equity.

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

                         http://is.gd/mjmWGV

                        About Decor Products

Decor Products International, Inc., through its subsidiaries,
mainly engages in the manufacture and sale of furniture decorative
paper and related products in the People's Republic of China.  The
Company is headquartered in Chang'an Town, Dongguan, Guangdong
Province, between Shenzhen and Guangzhou in southern China.

After auditing the financial statements for the year ended
Dec. 31, 2011, HKCMCPA Company Limited, in Hong Kong, China, noted
that the Company has made default in repayment of convertible
notes and promissory notes that raise substantial doubt about its
ability to continue as a going concern.


DELPHI AUTOMOTIVE: Moody's Says FCI Unit Acquisition Credit Pos.
----------------------------------------------------------------
Moody's Investors Service said that the announcement by Delphi
Automotive Plc (the parent company of Delphi Corporation, Ba1
Stable) that it has made a binding offer to acquire FCI Group's
Motorized Vehicles Division is viewed as a positive credit
development for Delphi. The acquisition is expected to enhance
Delphi's competitive position in the automotive parts supplier
industry. Pro Forma for the transaction, Delphi's leverage is
expected to increase only slightly. In addition, Moody's expects
free cash generation in 2012 to be sufficient to partially fund
the transaction and support the assigned SGL-2 Speculative Grade
Liquidity rating over the near-term. The transaction is expected
to close by year-end 2012.

Delphi Automotive, PLC is a supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology. Delphi operates globally and has a
diverse customer base, including every major vehicle manufacturer.
Revenues in 2011 were approximately $16 billion. Delphi
Corporation is the U.S. based subsidiary of Delphi Automotive PLC.


DEWEY & LEBOEUF: Files Bankruptcy, Winding Down Offices Worldwide
-----------------------------------------------------------------
Dewey & LeBoeuf LLP collapsed into Chapter 11 bankruptcy (Bankr.
S.D.N.Y. 12-12321) in Manhattan after failing to save the law firm
amid struggles with high debt and partner defections.

Dewey, based in New York, disclosed debt of $245 million and
assets of $193 million in its chapter 11 filing late Monday.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  Only 150 employees are left to complete the
wind-down of the business, according to a court filing.

Dewey & LeBoeuf said in a statement unlike most other Chapter 11
cases, this filing does not anticipate a return to business but
rather a managed wind-down of affairs, followed by liquidation.
Dewey & LeBoeuf expects the most significant portion of the
process to be completed in the next few months. In the interim,
the firm will be operating on a budget and according to a
timetable to be determined by the Court.

"We are proud of the dedication and professionalism that has
characterized Dewey & LeBoeuf over many years, and we intend to
bring the same focus to the unfortunate task of closing out our
affairs," said Stephen J. Horvath, Executive Partner.

The firm has asked the Court for permission to continue to pay
salaries, benefits and Paid Time Off (PTO) in the ordinary course
of business, for current employees, consistent with bankruptcy
laws.  The firm expects permission to be granted within 48 hours
following the filing. The firm will ask approximately 90 employees
to remain on staff to assist in the wind-down.

                        Road to Bankruptcy

Following the merger in 2007, the firm sought to further expand by
acquiring partners and practice groups -- the "rainmakers" -- with
significant books of business.  The firm entered into compensation
agreements with 100 partners for certain guaranteed and incentive
payments.

But Dewey & LeBoeuf "was formed at the onset of one of the worst
economic downturns in U.S. history," Jonathan A. Mitchell, the
chief restructuring officer, said.  "These negative economic
conditions, combined with the firm's rapid growth and partnership
compensation arrangements, created a situation where the cash flow
was insufficient to cover capital expenses and full compensation
expectations."

To deal with the cash flow problems, the partners cancelled or
deferred income of over $100 million.  In December 2011 profit
fell $30 million short for the calendar year.  In January 2012,
the firm was advised not to use the $25 million of its $100
million revolving credit facility because the facility was up for
renewal in April 2012.  The resulting contraction of working
capital by $55 million resulted in a liquidity crisis for the
firm, which contributed to its ultimate demise.

During the first quarter of 2012, the firm was confronted with
liquidity constraints that led to the precipitous resignation of
over 160 of the firm's 300 partners by May 11.

By April the firm had drawn about $75 million of a $100 million
credit line from banks including JPMorgan Chase & Co. and
Citigroup Inc., and was trying to collect money owed by clients to
pay bankers, Bloomberg News said, citing two people familiar with
Dewey's finances.

On April 27, the firm learned the Manhattan District Attorney's
office was investigating allegations of wrongdoing by Steven
Davis, the firm's sole chairman.  Two days later, Mr. Davis was
removed from all his leadership roles.

According to Mr. Mitchell, following unsuccessful negotiations
with other law firms and as a result of the continuing defaults
under its credit facilities, and the inability to renew or secure
alternative financing, the Debtor decided that it would be in the
best interests of its clients, creditors, employees and other
parties for the Debtor to wind-down its business.

                           Wind Down

Faced with the potential acceleration of $225 million in principal
amount of prepetition secured debt, the firm promptly issued
notices under the applicable Worker Adjustment and Retraining
Notification statutes on May 4, 2012, to notify its employees that
the vast majority of them would likely be terminated.

The firm on May 11 appointed a committee comprised of (a) Janis M.
Meyer, a partner and general counsel; and (b) Stephen J. Horvath
III, Esq., the executive partner, to oversee the wind-down.

An agreed upon budget for the wind-down contemplates funding (i)
for the remaining 150 employees in the U.S. from May 15 through
May 31, and (ii) a reduced wind-down staff of 90 employees in the
U.S. from June 1, 2012 onward.

The firm's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo is being prepared for
closure and the liquidation of the firm's local affiliate.  The
partners of the firm in the Johannesburg office are planning to
wind down the practice.

The firm's ownership interest in its practice in Warsaw was sold
to the firm of Greenberg Traurig PA on May 11 for $6 million.  The
Pension benefit Guaranty Corp. took $2 million of the proceeds as
part of a settlement.

                       Accounts Receivable

As of the Petition Date, the Debtor's assets consist principally
of $13 million in cash, accounts receivable and work-in-progress
with a face amount of approximately $255 million generated by the
firm's U.S. offices, various pieces of artwork, approximately $11
million invested in an insurance consortium, as well as potential
estate claims and causes of action against partners and other
third parties.

Liabilities include $225 million in obligations to secured
lenders, $50 million in obligations to secured personal property
lessors, $40 million in accounts payable, pension and deferred
compensation claims, and claims by employees for accrued paid time

As of the Petition Date, it is estimated that there was
approximately $255 million in face amount of uncollected accounts
receivable and work-in-process generated by the firm's U.S.
offices.  The firm intends to use cash collateral to facilitate
the collection of its accounts receivable and continue the orderly
wind-down.



DEWEY & LEBOEUF: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Dewey & LeBoeuf LLP
        1301 Avenue of the Americas
        New York, NY 10019

Bankruptcy Case No.: 12-12321

Type of Business: Dewey & LeBoeuf was formed by the 2007 merger
                  of Dewey Ballantine LLP and LeBoeuf, Lamb,
                  Greene & MacRae LLP.  At its peak, Dewey
                  employed about 2,000 people -- roughly 1,000
                  lawyers in 25 offices across the globe and the
                  other half support staff including legal
                  secretaries, mailroom clerks and paralegals.

Chapter 11 Petition Date: May 28, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York

Debtor's
Counsel:    Albert Togut, Esq.
            TOGUT, SEGAL & SEGAL LLP
            One Penn Plaza
            Suite 3335
            New York, NY 10119
            Tel: (212) 594-5000
            Fax : (212) 967-4258
            E-mail: alcourt@teamtogut.com

Debtor's
Claims and
Noticing
Agent:      EPIQ BANKRUPTCY SOLUTIONS LLC

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

The petition was signed by Jonathan A. Mitchell, chief
restructuring officer.

Dewey & LeBoeuf LLP's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Pension Benefit Guaranty           Pension Claim      $80,000,000
Corporation
1200 K Street, N.W.
Washington, DC 20005
Tel: (202) 326-4020
E-mail: Wagner.Scott@pbgc.gov

1301 Properties Owner LP           Property Taxes/     $3,778,350
1633 Broadway, Suite 1801          May Rent
New York, NY 10019
Tel: (212) 237-3105
E-mail: VMessina@paramount-group.com

Thompson Reuters                   Library Services-   $2,362,869
610 Opperman Drive                 Legal Research
Eagan, MN 55123
Tel: (651) 848-7836
E-mail: Chris.Cartrett@thomsonreuters.com

Bank of America                    Credit Card         $2,142,000
CA5-7055-08-01555
555 California Street, 8th Fl.
San Francisco, CA 94104
Tel: (415) 622-9688
E-mail: Daniel.Weiss@bankofamerica.com

HireCounsel                        Outsourced          $1,557,371
575 Madison Ave.                   Staffing
New York, NY 10022
Tel: (646) 356-0510
E-mail: LMestel@mestel.com

Lexis-Nexis                        Library Services-   $1,412,966
125 Park Ave.                      Legal Research
Suite 2200
New York, NY 10017
Tel: (212) 309-8100
E-mail: Carolyn.Ullerick@lexisnexis.com

Corrao Miller                      Outsourced          $1,325,000
Wiesenthal Legal Search            Staffing
Consultants, Inc.
845 Third Ave.
New York, NY 10022
Tel: (212) 328-6182
E-mail: rmiller@cmwsearch.com

1101 New York Holding LLC          May Rent             $830,789
c/o Louis Dreyfus Properties
LLC
1101 New York Ave NW,
Suite 909
Washington, DC 20005
Tel: (201) 470-4700
E-mail: DHapp@pgp.us.com

Diamond Personnel, LLC             Outsourced           $740,519
352 Seventh Avenue, 3rd Fl.        Staffing
New York, NY 10001
Tel: (212) 631-7520
E-mail: RSamlin@diamondjob.com

Flik International Corp.           Dining Services      $673,310
Compass Group Usa
3 International Drive, #200
Rye Brook, NY 10573
Tel: (914) 935-5361
E-mail: Scott.Davis@compass-usa.com

HBR Consulting LLC                 Consulting          $656,683
311 South Wacker Drive, 22nd       Services
Fl.
Chicago, IL 60606
Tel: (312) 201-8400
E-mail: CPetrini-Poli@hbrconsulting.com

CCH Incorporated/Wolters           Library Services-   $653,059
Kluwer Law & Business              Legal Research
2700 Lake Cook Rd.
Riverwoods, IL 60015
E-mail: mike.sabbatis@wolterskluwer.com

McMorrow & Saverese                Recruiting          $635,000
7299 Happy Canyon Road             Services
Santa Ynez, CA 93460
Tel: (805) 693-0043
E-mail: ralphs@mcmsav.com

Williams Lea                       Outsourced          $550,393
1 Dag Hammarskj”ld Plaza,          Staffing/
8th Fl.                            Equipment
New York, NY 10017
Tel: (212) 351-9000
E-mail: Ken.Amman@williamslea.com

Commerzbank AG                     May Rent            $512,063
2 World Financial Center, 31st
Fl.
New York, NY 10281
Tel: (212) 266-7200
E-mail: robert.vassallo@commerzbank.com

Shook, Hardy & Bacon LLP           Services            $473,696
Kansas City, MO 64108
Tel: (816) 474-6550
E-mail: JMurphy@shb.com

Adams Grayson Corporation          Outsourced          $422,696
1625 Eye Street, NW., Suite 600    Staffing
Washington, DC 20006
Tel: (202) 828-1112
E-mail: PGronvall@adamsgrayson.com

Emily L. Saffitz                   Severence           $416,667
82 Washington Place, 2B            Arrangement
New York, NY 10011
Tel: (212) 751-3171
E-mail: Emily.Saffitz@tklaw.com

Swiss Post Solutions               Outsourced          $392,601
10 E. 40th Street, 9th Floor       Staffing/
New York, NY 10016                 Equipment
Tel: (212) 204-0990
E-mail: art.tatge@swisspost.com

GE Asset Management                Refund for Legal    $362,171
1600 Summer Street, #3             Services
Stamford, CT 06905
Tel: (203) 326-2300
E-mail: Matthew.Simpson@ge.com


DISH NETWORK: Moody's Says AutoHop Feature Credit Negative
----------------------------------------------------------
Moody's Investors Service said that Dish Network's new commercial-
skipping feature, AutoHop, if deployed and widely used by
consumers as DVRs have been, will have broad negative credit
implications across the television industry.

Advertising is a major component of how television networks,
particularly broadcast networks and stations generate revenue for
their programming. This results in a significant subsidy of the
cost of quality programming for the consumer, and has allowed
networks to continue investing billions of dollars to develop new
content. "We believe that any threat to the existing mass audience
advertising model could destabilize the entire television eco-
system," stated Neil Begley, a Moody's analyst. AutoHop is
planning to offer its ad skipping option to consumers to skip only
broadcast network (CBS, NBC, ABC and FOX) and their broadcast
stations' and affiliates' primetime programming thus far, but the
potential for broader use of such automated ad skipping would most
certainly negatively impact cable network economics as well.

Moody's believes that given the choice, most consumers would
prefer to automatically skip ads. If this technology were to
become broadly adopted by consumers and successfully penetrate the
rest of the pay-TV industry, it would result in serious
disruptions and negative credit implications for all stakeholders.
Firstly, advertisers would lose a reliable source of branding and
marketing for their products which is difficult to dependably
replicate to mass audiences by other advertising means including
the internet. The revenue model for broadcast networks would be
jeopardized if they get paid materially less by advertisers,
particularly and despite high viewer ratings of primetime
programming, unless networks can successfully saturate that
programming with product placements (which can undermine the
entertainment value), or make the advertisements more entertaining
such that viewers opt not to skip them. Since networks would then
receive less ad subsidization, they would face the need to demand
higher direct compensation for their content, and this would
result in higher retransmission fees (carriage fees for cable
networks) from pay-TV distributors -- both cable and satellite,
and lead to major impasses unless those significant fee increases
can be passed along to consumers. "Ultimately, we believe that
much of the higher cost would be passed on to consumers in the
form of higher pay-TV subscription fees," stated Begley. If the
cost of pay-TV became too high for consumers, many may choose to
opt out of pay-TV altogether or choose less expensive tiers and
kick start a cord shaving trend. "Because of the symbiotic
relationship between the high quality content aggregated by
broadcast networks and pay-tv distributors which distribute it,
the health of broadcast TV networks and stations is extremely
important, so we believe that the interests of both sides need to
be largely aligned," added Mr. Begley.

The major networks have filed a lawsuit against Dish claiming
copyright infringement, with the hope of halting the service. Dish
has countersued to object to the infringement claim and seek a
declaratory judgment on the matter. By introducing AutoHop, Dish
will increase its value proposition for consumers, relative to
other operators who do not have a similar product. In addition,
Moody's believes this could impact the company's negotiations with
the networks on retransmission fees. The company, which faces
rapidly rising retransmission and carriage fees, could potentially
negotiate to remove the AutoHop feature in exchange for smaller
annual increases or even lower fees.

While Dish's AutoHop feature is currently limited to the four
major broadcast networks, if it gains popularity and is applied to
cable networks and independent stations, it could be more broadly
negative and potentially devastating to independent TV stations
which aren't affiliated with major networks and are completely
reliant on local advertising since they don't get paid
retransmission fees. In addition, while the feature is only
applicable for viewing after 1am on the day after the shows are
aired, this may be a small enough window that consumers may choose
to wait a day, and at the very least contributes to an
increasingly negative trend for the advertising model.

DISH has a Ba2 Corporate Family Rating from Moody's.

DISH Network Corporation is the third largest pay television
provider in the United States with 14.07 million satellite TV
subscribers as of 3/31/2012.


ENERGY CONVERSION: Liquidating Plan to Pay Noteholders Up to 59%
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Energy Conversion Devices Inc. and operating
subsidiary United Solar Ovonic LLC filed a liquidating Chapter 11
plan along with a disclosure statement telling unsecured creditors
with as much as $337 million claims that they can expect to
recover from 50.1% to 59.3%.

According to the report, the large recovery by unsecured creditors
is possible because ECD entered Chapter 11 with $145 million in
unrestricted cash and short-term investments.  The plan will
create a trust to sell the assets to be distributed in the order
of priority laid out in bankruptcy law.

The report relates that a liquidation analysis attached to the
disclosure statement shows cash of $139.5 million.  When other
assets are liquidated, the company projects total proceeds will be
$182 million to $196 million.  When expenses and claims of higher
priority are paid, the disclosure statements show $168.7 million
to $182.2 million remaining for unsecured creditors.

                       About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No.
12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides over
the case.  Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert
B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in
Detroit, Michigan, represent the Debtor as counsel.  The Debtor
estimated assets and debts of between $100 million and $500
million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).

An official committee of unsecured creditors has been appointed in
the case.

A group of shareholders had asked a bankruptcy judge to allow it
to form an official committee with lawyers and expenses paid for
by the company.

The company had estimated in court papers that it was worth
$986 million, based on nearly $800 million of investment in the
manufacturing unit.

The Debtors disclosed that they had canceled the auction of the
going concern sale of USO and discontinued the court-approved sale
process because of the failure to receive an acceptable qualified
bid by the bid deadline.  Quarton Partners, the companies'
investment banker, is continuing to work with prospective buyers
on alternative transactions.  In addition, the companies have
retained auction services provider Hilco Industrial to prepare for
an orderly sale of the companies' assets.


EXPRESS LLC: Share Repurchase No Impact on Moody's 'Ba2' CFR
------------------------------------------------------------
Moody's Investors Service said that Express LLC's announcement of
a $100 million share repurchase authorization expiring November
2013 and its reduced expectations for 2012 earnings are slight
credit negatives but have no impact on the company's Ba2 corporate
family rating, SGL-1 speculative-grade liquidity rating or stable
outlook.

The principal methodology used in rating Express was the Global
Retail Industry Methodology published in June 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.

Express LLC, headquartered in Columbus, Ohio, is a specialty
apparel retailer targeting 20 to 30 year old men and women. The
company operates approximately 600 stores in the United States and
six stores in Canada. It also franchises stores in the Middle
East. Revenues for the twelve months ended April 28, 2012 were
about $2.1 billion.


FENTURA FINANCIAL: Incurs $739,000 Net Loss in First Quarter
------------------------------------------------------------
Fentura Financial, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $739,000 on $3.11 million of total interest income
for the three months ended March 31, 2012, compared with net
income of $310,000 on $3.41 million of total interest income for
the same period during the prior year.

The Company reported a net loss of $1.51 million in 2011, compared
with a net loss of $5.38 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$306.46 million in total assets, $292.29 million in total
liabilities and $14.17 million in total stockholders' equity.

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

                        http://is.gd/7Q5Bw9

                      About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

Fentura Financial, Inc., entered into a Written Agreement with
the Federal Reserve Bank of Chicago on Nov. 4, 2010.  Among
other things, the Written Agreement requires that the Company
obtain the approval of the FRB prior to paying a dividend;
requires that the Company obtain the approval of the FRB prior to
making any distribution of interest, principal, or other sums on
subordinated debentures or trust preferred securities; prohibits
the Company from purchasing or redeeming any shares of its stock
without the prior written approval of the FRB; requires the
submission of a written capital plan by Jan. 3, 2011, and;
requires the Company to submit cash flow projections for the
Company to the FRB on a quarterly basis.


FLEETPRIDE CORP: Moody's Affirms 'B2' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed FleetPride Corporation's B2
corporate family rating and the B1 rating on the senior secured
credit facilities. The ratings outlook remains stable. This action
was prompted by the company's plan to raise a $60 million
incremental term loan with proceeds being used to finance
acquisitions.

The ratings affirmation reflects Moody's view that the transaction
does not materially change the company's credit profile, and that
operating trends will remain favorable despite the uncertain
macroenvironment.

Ratings affirmed:

Corporate family rating at B2

Probability of default rating at B3

$45 million senior secured revolving credit facility due 2016 at
B1 (LGD3, 31%). Point estimate revised from (LGD3, 33%).

$430 million (upsized from $370 million) senior secured term loan
B due 2017 at B1 (LGD3, 31%). Point estimate revised from (LGD3,
33%).

RATINGS RATIONALE

Proceeds from the incremental term loan will be used to fund
acquisitions, including the recently completed acquisition of
Westpac Heavy Duty, Inc., which has two locations.

Leverage, as measured by debt to EBITDA, was 4.9 times as of the
twelve months ended March 31, 2012. Pro forma for the transaction,
including the incremental debt and contribution from the
acquisitions, Moody's estimates that debt to EBITDA slightly
increases to 5.0 times. In addition, operating trends remain
favorable with same branch revenues increasing 8.3% in 2011 and
9.1% in the March 2012 quarter.

The stable outlook reflects Moody's expectation that FleetPride
will maintain recent improvements in revenues and earnings such
that debt to EBITDA decreases to 4.5 times and EBITA to interest
increases to about 2.5 times near-term.

A ratings upgrade could result from continued improvements in
operating performance such that debt to EBITDA is sustained below
4.0 times and EBITA to interest coverage exceeds 2.5 times.

FleetPride's ratings could be downgraded if a cyclical downturn
causes operating performance to weaken such that debt to EBITDA
increases above 6.0 times and EBITA to interest falls below 1.5
times. Acquisition spending that exceeds expectations could also
result in ratings pressure.

Additional information can be found in the FleetPride Credit
Opinion published on Moodys.com.

The principal methodology used in rating FleetPride Corporation
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.

FleetPride Corporation, based in The Woodlands, Texas, is an
independent U.S distributor of aftermarket heavy-duty truck and
trailer parts. Investcorp acquired the company in 2006.


GAMETECH INT'L: Scott Shackelton Appointed Interim President
------------------------------------------------------------
Scott H. Shackelton, a current member of GameTech International,
Inc.'s Board of Directors, was appointed to the office of Interim
President.  Upon recommendation of the Compensation Committee of
the Board of Directors of the Company, Mr. Shackelton will receive
an annual base salary of $150,000 as Interim President of the
Company and will no longer receive compensation as a non-employee
member of the Company's Board of Directors or as a member of its
committees.

Kevin Y. Painter resigned as the Company's the President and Chief
Executive Officer, as a member of the Board of Directors of the
Company, and from any other positions held by Mr. Painter relating
to the Company, effective as of April 27, 2012.

Mr. Shackelton's appointment as an officer of the Company remains
subject to applicable regulatory approval and the consent of the
Company's senior secured lenders.

On May 11, 2012, Edward F. Graves was elected to serve as a member
of the Company's Board of Directors by unanimous vote of the
Company's Board of Directors.  Concurrent with Mr. Graves's
election as a director, Mr. Graves was appointed to the Company's
Audit and Nominating and Compensation Committees.  Mr. Graves has
also been appointed to serve as chairman of the Company's Audit
Committee.

Mr. Graves will receive compensation in accordance with the
Company's standard compensation arrangements for non-executive
directors, which, as of May 11, 2012, provide that all non-
employee directors are to receive compensation for their services
as members of the Board in the amount of $6,000 per quarter, $500
per Board meeting attended, $500 per Audit Committee Meeting
attended, reimbursement for reasonable travel and other out-of-
pocket expenses incurred in connection with performing
responsibilities on behalf of the Company, and an allowance for
gasoline expenses.

There are no arrangements or understandings between Mr. Graves and
any other persons pursuant to which he was selected as a director.
There are no transactions between Mr. Graves and the Company that
would require disclosure under Item 404(a) of Regulation S-K.  The
Company's Board of Directors has also determined that Mr. Graves
is independent pursuant to the applicable SEC rules governing the
independence of audit committee members, and that Mr. Graves is an
audit committee financial expert.  Mr. Graves's appointment to the
Board is at all times subject to all qualification requirements of
any gaming commissions, boards or similar regulatory enforcement
authorities which the Company is subject to.

                   About Gametech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

The Company reported a net loss of $20.4 million for the 52 weeks
ended Oct. 31, 2010, compared with a net loss of $10.5 million for
the 52 weeks ended Nov. 1, 2009.

The Company's balance sheet at Jan. 29, 2012, showed
$27.22 million in total assets, $22.88 million in total
liabilities, all current, and $4.34 million in stockholders'
equity.

Piercy Bowler Taylor & Kern expressed substantial doubt about the
Company's ability to continue as a going concern following the
fiscal 2011 financial results.  All of the Company's debt
(approximately $23.4 million at Oct. 30, 2011) is classified as
current.  The independent auditors noted that there is significant
uncertainty as to whether the Company will be able to satisfy all
conditions necessary to extend the maturity of those obligations.


GUNDLE/SLT: Moody's Says Thin Liquidity Limits 'B3' Corp. Rating
----------------------------------------------------------------
Moody's Investors Service has said that the February 2012 IPO of
Gundle/SLT Environmental Inc.'s parent, GSE Holding, Inc., and the
$52 million debt reduction that followed was a positive
development that could justify better credit and propel the B3
corporate family rating upward. But the company's limited
liquidity and inventory growth continues driving cash flow
deficits, which gives us pause.

RATINGS RATIONALE

The principal methodology used in rating Gundle/SLT Environmental,
Inc was the Global Business & Consumer Service Industry Rating
Methodology published in October 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.

Gundle/SLT Environmental, Inc., based in Houston, TX, is a
manufacturer of geosynthetic lining products used in environmental
protection and for the confinement of solids, liquids and gases in
the waste management, liquid containment and mining industries.
Gundle markets its products and installation services through
internal and third-party distribution channels. Revenues for the
last twelve months ended March 31, 2012 were $471 million.


HAMPTON ROADS: To Raise up to $95 Million in Capital
----------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, will undertake a capital raise of
at least $80 million, but no more than $95 million through the
sale of its common stock in a private placement and a public
rights offering.  The purpose of the capital raise is to satisfy
all regulatory capital requirements and provide significant
additional capital.

The Company has entered into a definitive agreement with its three
largest shareholders - Carlyle Financial Services Harbor, L.P.,
ACMO-HR, L.L.C., and CapGen Capital Group VI LP - to purchase an
aggregate of $50 million of its common stock at $0.70 per share in
a private placement expected to close in June 2012, subject to
satisfaction of the conditions of the agreement, including
shareholder and regulatory approvals.  Following the closing of
the first $50 million in the private placement, the Company plans
to conduct a $45 million public rights offering that will allow
its shareholders other than the Investors to purchase up to, but
no more than, their full pro-rata portion of the total $95 million
capital raise at $0.70 per common share.  The record date for the
rights offering is May 31, 2012.  The Investors have agreed not to
participate in the rights offering, but in lieu of that
participation, will serve as standby purchasers of all or a
portion of the shares offered but not purchased in the capital
raise.  The number of shares the Investors purchase as standby
purchasers and the ultimate size of the rights offering will
depend on the level of shareholder participation in the rights
offering.  Upon closing of the $50 million private placement, the
Investors have agreed to terminate warrants they hold to purchase
1,836,302 shares of the Company's common stock at $10.00 per
share.

The Investors are expected to purchase, in the aggregate,
71,428,571 shares in the initial private placement, plus purchase
up to an aggregate of 53,518,176 of the shares not subscribed for
in the rights offering.  Following the capital raise, Carlyle and
Anchorage will each hold no more than 24.9% and CapGen will hold
no more than 41.2% of the voting common stock of the Company.

The capital raise and related transactions are subject to
regulatory and shareholder approval and other conditions contained
in the agreement with the Investors.  The Investors will only
invest if all invest.  If one of the Investors is unable or
unwilling to fund its purchase of common stock, the capital raise
will not close.  In that event the Company's sole remedy against
the Investor that determines not to fund its purchase of common
stock is liquidated damages of $2.5 million and a waiver by the
Investor of its preemptive rights for a period of nine months.
The Company will call a meeting of its shareholders as soon as
practicable for the purpose of approving the transactions
described in this press release.

As soon as practicable after the closing of the first $50 million
in the private placement, the Company will file a registration
statement with respect to the shares to be sold in, and will
commence, the rights offering.

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.

The Company's balance sheet at March 31, 2012, showed $2.13
billion in total assets, $2.02 billion in total liabilities and
$105.29 million in total shareholders' equity.


HAMPTON ROADS: Appoints James Burr to Board of Directors
--------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that James F. Burr has
been appointed to its Board of Directors effective when the
Company receives the necessary approvals from banking authorities.
Mr. Burr will replace Randal K. Quarles, who has resigned from the
Board effective today because of his expanding duties at the
Carlyle Group.

Mr. Burr has been a Managing Director in the Carlyle Group's
Global Financial Services Group since 2008.  Previously, he served
in several senior positions, including Corporate Treasurer, with
Wachovia Bank from 1992 to 2008.  Mr. Burr began his career at
Ernst and Young, where he was a C.P.A. focused on banking and
computer audit issues.

Henry P. Custis, Jr., the Company's Chairman of the Board, said,
"We welcome Jim to the Board and look forward to gaining the
benefits of his extensive banking experience from both an
operational and financial perspective.  We thank Randal for his
service as a Director and for the valuable guidance he has
provided as the Company has developed and executed its plan to
focus on its community banking franchise in its core markets and
return to profitability."

The Carlyle Group and its affiliates held beneficial ownership of
22.8% of the Company's outstanding shares as of May 1, 2012.

On May 21, 2012, Randal K. Quarles announced his retirement from
the Board of Directors of Hampton Roads Bankshares, Inc., and its
banking subsidiary, The Bank of Hampton Roads, effective
immediately because of his expanding duties at the Carlyle Group.

                 About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.

The Company's balance sheet at March 31, 2012, showed $2.13
billion in total assets, $2.02 billion in total liabilities and
$105.29 million in total shareholders' equity.


HARRISBURG, PA: Receiver Quit to Avoid Being Fired
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that David Unkovic, the former receiver for Harrisburg,
Pennsylvania, testified in court last week that he quit, convinced
he would be fired otherwise.  Mr. Unkovic held a press conference
to report his conclusion there should be state and federal
investigations of bond financings.  After a meeting with state
officials days later, he decided to quit rather than be fired.  At
a hearing in state court last week, the judge appointed a new
receiver, William B. Lynch, a retired U.S. Air Force major
general.

                   About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.


HOPE MEDICAL: Can Pay Employees and Vendors Under Deal
------------------------------------------------------
The Associated Press reports a deal to help Medical Park Hospital
enables Wadley Regional Medical Center in Texarkana to make the
facility a loan and eventually buy the property.

According to the report, the hospital has $4.5 million in loans
and other obligations.  Medical Park defaulted in March but a move
approved last week will allow Medical Park to pay its employees
and vendors.  Bankruptcy trustee Jack Spencer made the deal that
will allow the hospital to keep running while it works to put its
bankruptcy in the past.

The report adds the approximate 300 employees at Medical Park
hadn't been paid since mid-April.  The hospital payroll is
$340,000 every two weeks.  Mr. Wadley is loaning the hospital
nearly $1.3 million to keep it open until its finances are
reorganized.

Based in Hope Arkansas Hope Medical Park Hospital LLC fka
Signature Medical Park Hospital LLC and its affiliates filed for
Chapter 11 protection on May 17, 2012 (Bankr. W.D. Ark. Case No.
12-71952).  James Akins, Esq., at Smith Akins P.A., represents the
Debtors.  The Debtors listed assets of less than $50,000, and
debts of between $1 million and $10 million.


HORNE INTERNATIONAL: Sells 2 Million Common Shares for $200,000
---------------------------------------------------------------
Horne International, Inc., entered into a restricted stock
purchase agreement pursuant to which, on May 16, 2012, the Company
sold 2,000,000 shares of common stock for an aggregate purchase
price of $200,000.

In connection with the foregoing, the Company relied on the
exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended, for transactions not involving
a public offering.

                      About Horne International

Fairfax, Va.-based Horne International, Inc., is an engineering
services company focused on provision of integrated, systems
approach based solutions to the energy and environmental sectors.

The Company reported a net and total comprehensive loss of
$121,000 on $5.68 million of revenue for the 12 months ended Dec.
25, 2011, compared with a net and total comprehensive loss of
$1.04 million on $3.43 million of revenue for the 12 months ended
Dec. 26, 2010.

The Company's balance sheet at Dec. 25, 2011, showed $1.33 million
in total assets, $2.18 million in total liabilities and a $853,000
total stockholders' deficit.

In its audit report accompanying the 2011 financial statements,
Stegman & Company, in Baltimore, Maryland, expressed substantial
doubt as to the Company's ability to continue as a going concern.
The independent auditors noted that the Company has experienced
continuing net losses for each of the last four years and as of
Dec. 25, 2011, current liabilities exceeded current assets by
$900,000.


IA GLOBAL: Unable to File Reports Due to Cash Woes
--------------------------------------------------
IA Global, Inc., was not able to timely file its annual report on
Form 10-K for the fiscal year ended March 31, 2011, which was
originally due to be filed with the SEC on June 29, 2011.

The current delay is the result of the Company's lack of adequate
cash, necessary to re-engage its independent registered public
accounting firm, and other related resources, necessary to
complete the audit of consolidated financial statements for the
year ended March 31, 2011, which are required to be included in
its 2011 Form 10-K.  In addition, as a result of lack of funds,
the Company has not been able to file its quarterly reports, and,
no assurance can be made that the Company will be able to file its
annual report on Form 10-K for the year ended March 31, 2012, as
well.  The Company believes, however, that it has substantially
overcome the original delays due to administrative complications
and the logistical challenges inherent in performing a full audit
in Japan and the US.  No assurance can be made however, that an
audit will be completed or that the Company will be able to fund
its complete audit.

The Company said its inability to file reports is likely to cause
further illiquidity, and difficulty in raising capital, as well as
added costs in becoming current with its reports.  Moreover,
difficulty in raising capital and illiquidity of the Company's
shares will adversely affect the Company in that, among other
ways, the company will not be able to fend off claims against it
or settle them with liquid capital.

           Entry of Judgment by Fusion Systems Japan KK

As previously disclosed by the Company, on July 15, 2011, and as a
result of a previous claim brought against it by Fusion Systems
Japan K.K., the Company entered into a settlement agreement and
Stipulation for Entry of Judgment with Fusion Systems Japan K.K.,
a Japanese corporation which called for IA Global to complete its
installment payments totaling an aggregate of $205,000.  The
Stipulation provided, among other things, that Fusion Japan may
enter a judgment as against the Company if the settlement amount
was not paid.  As IA Global did not have sufficient funds to
satisfy the settlement requirements, and, as the Company's
financial condition in Asia continued to deteriorate in the wake
of the tsunami in 2011, Fusion Japan entered a judgment as against
the Company in the Superior Court of the State of California,
County of San Francisco, in the amount of $205,000 dollars, plus
interest, on Aug. 25, 2011.

                   Employee Claim for $167,598

In September of 2011, Mark Scott, the Company's former CFO,
initiated a claim as against the Company in the Superior Court of
the State of California, County of Santa Clara (Mark Scott vs.
I.A. Global, Case No. 111CV208827) for employment related wages.
The complaint alleged a breach of his employment contract and non-
payment/untimely payment of employee wages due of $157,961.  On
Oct. 31, 2011, a request for entry of default was entered against
the Company relating to said complaint in the sum of  $167,598,
which included attorneys fees and interest.  The Company is in
continued discussions with Mr. Scott, however, while the Company
believes that Mr. Scott's suit is without merit, the Company has
little ability to defend against it.  The Company is attempting to
negotiate settlement with Mr. Scott, however, no assurance can be
made that a settlement will be reached.

                      Notice of Possible Claim

As previously disclosed, on Dec. 17, 2010, the Company entered
into a Share Exchange Agreement with Innovative Software Direct
PLC, a UK Company, as seller, of PowerDial Services Limited, a UK
company, in exchange for, among other consideration, 2,400,000
shares of common stock of the Company, as reflected by stock
certificate IA 3101.  The Company, as consideration forthe closing
of the ISD Exchange, deposited the Consideration Shares in trust
with ISD, in addition to making certain loans to ISD, in the
amount of $150,000 to ISD.  ISD subsequently went into insolvency
and liquidation proceedings in the UK after the closing of the
transaction.  Subsequently, in September of 2011, the Company was
notified of the proposed insolvency proceedings by the UK
administrator, Bigbies Traynor of the assets of ISD, which
included Powerdial.  The UK Administrator advised that it chose
not to recognize the sale, and the Company was offered an
opportunity to credit bid any receivables owed to it towards the
acquisition of Powerdial.  The Company, through its UK and US
counsel, advised the UK Administrator that any attempt to unwind
the Company's acquisition of Powerdial will require the return of
all IA Global shares received by ISD as part of the original
acquisition and that IA Global reserves any and all of its rights,
without prejudice.  Nevertheless, the auction for Powerdial took
place in October of 2011.  The Company remains a creditor of
Powerdial and its parent, to the extent of approximately $150,000.

                        Stop Transfer Order

The UK Administrator originally advised the Company that, if the
Company would be outbid in the auction of Powerdial, it would
return the Consideration Shares.  Nonetheless, the UK
Administrator has refused to return the Consideration Shares.
Accordingly, the Company has effectuated and implemented a stop
transfer order on the Consideration Shares (Stock Cert. No. IA
3101 issued in the name of Innovated Software Direct PLC).

The Company has provided notice to the UK Administrator to the
effect that: the Consideration Shares are not fully paid for or
duly issued, as the Company, apparently, never received
consideration for ISD Exchange; any attempt to transfer or to even
deposit or encumber the same would be unlawful both civilly and
criminally; and, that a stop transfer order has been effectuated
with the Company's transfer agent.  While the UK Administrator has
failed to return the Consideration Shares, which are still in the
name of ISD, it has also advised that it has not yet attempted to
liquidate the shares as of this time.  In addition to the stop
transfer order already in place, the Company intends on pursuing
Chancery Court proceeding in Delaware to void and cancel the
Consideration Shares and to seek damages, if appropriate.

The Company has reserved all rights as against the UK
Administrator, ISD and its management.  The Company remains an
unsecured creditor of Powerdial, to the extent of $150,000 loaned
to it.  No assurance can be made that this amount will be repaid.

                  Claim Initiated by Glen Espino

On Dec. 9, 2011, an employee arbitration claim was initiated on
behalf of a former employee in the Philippines, Mr. Glen Espino as
against IA Global, Inc. et. al., with the American Arbitration
Association, County of San Francisco Office (Glen Espino vs. IA
Global, Inc. and Does 1-20, Case No. 50 166T 0074411).  The
complaint alleges, a claim for damages as a result of an alleged
breach of an employment contract between the Company and Mr.
Espino, resulting from his early termination and non payment of
salary.  Total damages alleged are approximately $120,000.

While the Company believes that this claim is without merit, the
Company has limited funds and resources to defend this action.
Moreover, the Company is cautious in that statutory and case law
in California tend to run in particular favor of the employee.

While the Company is cognizant of the fact that the foregoing will
constitute a material impairment to its assets, it is currently
unable to provide a good faith estimate of the dollar amount of
the impairment, except that the same exceeds $300,000.

The Company is exploring a variety of strategic alternatives,
including the potential liquidation of certain of the Company's
subsidiaries, assets or acquisition of other entities.

                      New York State Tax Levy

The Company has also received notice of a New York State Tax Levy
in the amount of $34,738, inclusive of penalties, from 2003.  The
Company does not believe that this liability is owed and believes
that it has a meritorious defense to the same.

                   Resignation of Other Director

On Sept. 16, 2011, Mr. Jack Henry resigned as a member of the
Board of Directors, effective as of Sept. 16, 2011.  Mr. Henry's
resignation from the Board was not due to any disagreement with
the Company relating to the Company's operations, policies or
practices.

                      Termination of Contract

Mr. Brian Hoekstra's employment agreement terminated on Sept. 4,
2011.  Mr. Hoekstra remains a Secretary and director of the
company and has resigned from all other positions and
responsibilities as of such date.

                          About IA Global

San Francisco, Calif.-based IA Global, Inc. (OTCQB: IAGI.OB)
-- http://www.iaglobalinc.com/-- is a global services and
outsourcing company focused on growing existing businesses and
expansion through global mergers and acquisitions.  The Company is
utilizing its current partnerships to acquire growth businesses in
target sectors and markets at discounted prices.  The Company is
actively engaging in discussions with businesses that would
benefit from our business acumen and marketing expertise,
knowledge of Asian Markets, and technology infrastructure.

The Company's balance sheet at Dec. 31, 2010 showed $21.51 million
in total assets, $19.14 million in total liabilities and $2.37
million in total stockholders' equity.

As reported in the Troubled Company Reporter on July 20, 2010,
Sherb & Co., LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the Company's results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has incurred
significant operating losses, and has a working capital deficit as
of March 31, 2010.


IDO SECURITY: Reports $1.5 Million Net Income in 1st Quarter
------------------------------------------------------------
IDO Security Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $1.53 million on $204,564 of revenue for the three months ended
March 31, 2012, compared with a net loss of $2.17 million on
$19,161 of revenue for the same period a year ago.

The Company reported a net loss of $7.36 million in 2011, compared
with a net loss of $7.77 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.62
million in total assets, $18.75 million in total liabilities and a
$17.13 million total stockholders' deficiency.

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

                        http://is.gd/wTcxNk

                         About IDO Security

IDO Security Inc. is engaged in the design, development and
marketing of devices for the homeland security and loss prevention
markets that are intended for use in security screening procedures
to detect metallic objects concealed on or in footwear, ankles and
feet through the use of electro-magnetic fields.  The Company's
common stock trades on the OTC Bulletin Board under the symbol
IDOI.  The Company is headquartered in New York City.

                         Bankruptcy Warning

The Company said in its 2011 annual reported that under the terms
of the agreements with the holders of the Company's secured
promissory notes that the Company issued in December 2007 through
December 2011, the note holders have a first priority lien on
substantially all of the Company's assets, including the Company's
cash balances.  If the Company defaults under the notes, the note
holders would be entitled to, among other things, foreclose on the
Company's assets (whether inside or outside a bankruptcy
proceeding) in order to satisfy the Company's obligations under
the credit facility.


INC RESEARCH: Moody's Downgrades CFR to 'B3'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of INC Research,
LLC, including the Corporate Family and Probability of Default
Ratings to B3. The ratings on the senior secured credit facility
and unsecured notes were also downgraded by one notch to B1 and
Caa2, respectively. This concludes the rating review for possible
downgrade that was initiated on April 16, 2012. The outlook is
stable.

The downgrade of the ratings reflects high recent contract
cancellations, legacy Kendle backlog reductions and weak new
business wins in 2011 (net of cancellations). As a result, Moody's
expects modest organic revenue and pro forma EBITDA growth in
2012, resulting in continued high leverage and weak free cash flow
over the next 12-18 months. While Moody's expects the benefits of
multiple restructuring efforts to improve profitability over the
next year, Moody's believes this will be partially offset by
increased pricing pressure on new business wins.

The following ratings were downgraded:

INC Research, LLC

Corporate Family Rating, to B3 from B2;

Probability of Default Rating, to B3 from B2;

$75 million senior secured revolving credit facility expiring
2016, to B1 (LGD 2, 24%) from Ba3 (LGD2, 27%)

$300 million senior secured term loan due 2018, to B1 (LGD 2, 24%)
from Ba3 (LGD2, 27%)

$300 million senior unsecured notes 2019, to Caa2 (LGD5, 79%) from
Caa1 (LGD5, 82%)

RATINGS RATIONALE

The ratings are supported by Moody's expectation for adequate
liquidity as well as Moody's view that there will be longer-term
growth in the CRO industry as pharmaceutical companies
increasingly outsource R&D efforts to CROs. The greater scale
gained from the Kendle acquisition should allow INC Research to
better compete for larger, more global clinical trial awards.

If the company is able to sustainably improve its net new business
wins and maintain profitability margins such that revenue and
EBITDA improve and positive free cash flow is sustained, Moody's
could upgrade the ratings. Specifically, if Moody's expects
leverage to be sustained below 5.5 times, interest coverage above
1.5 times and free cash flow to debt to remain above 2%, Moody's
could upgrade the ratings.

The ratings could be downgraded if leverage is expected to remain
above 7.0 times or free cash flow is expected to remain negative.
Further, expectation for any material deterioration in liquidity
or very weak net new business awards or elevated cancellations
could also lead to a negative outlook or ratings downgrade.

The principal methodology used in rating INC Research, LLC was the
Global Business & Consumer Service Industry Rating Methodology
published in October 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.

INC Research, LLC, is a leading global contract research
organization, providing outsourced contract research for
pharmaceutical and biotechnology companies. INC's main area of
focus is late-stage clinical trials. The company is privately held
by Avista Capital Partners and Ontario Teachers' Pension Plan. INC
Research acquired Kendle International in July 2011 for
approximately $377 million. Pro forma revenues for the twelve
months ended March 31, 2012 approximated $600 million.


INFOGROUP INC: Moody's Affirms 'B1' CFR; Outlook Negative
---------------------------------------------------------
Moody's Investors Service affirmed Infogroup Inc.'s B1 corporate
family rating and B2 probability of default rating. Moody's also
affirmed the B1 ratings on the company's senior secured credit
facilities. The ratings outlook was revised to negative from
stable.

The outlook revision reflects Infogroup's weaker than expected
operating performance (relative to Moody's expectations) since the
debt-financed dividend that was paid in 2011 and the concern that
weak revenue trends could continue. Moody's believes that recent
declines in revenues reflect reductions in marketing expenditures
by select customers in the wake of uncertain economic conditions
as well as the challenging competitive environment.

Ratings affirmed:

Corporate family rating at B1

Probability of default rating at B2

$50 million senior secured revolving credit facility due 2016 at
B1 (LGD3, 33%)

$366 million senior secured term loan due 2018 at B1 (LGD3, 33%)

RATINGS RATIONALE

At the time of the levered dividend, Moody's expected that
Infogroup's debt to EBITDA would have declined to 4.0 times by
2011 year-end (all metrics based on Moody's standard adjustments).
Moody's also expected that EBITDA less capex coverage of interest
expense would be approximately 3.5 times. Actual leverage was a
half-turn higher at about 4.5 times and coverage was 2.7 times for
the period. Moody's is also concerned that Infogroup's revenue
trends remain weak. The topline (adjusted net sales) was down 8%
for both the March 2012 quarter and for 2011. EBITDA, albeit down,
has held up relatively well, owing to cost reduction efforts.

The ratings affirmation reflects Moody's view that despite
Infogroup's weaker than expected operating performance, credit
metrics generally remain acceptable for the B1 ratings category.
The affirmation also reflects Moody's view that the company will
maintain an adequate liquidity profile near-term, supported by its
cash balance, expectations for positive free cash flow generation,
and available capacity under the revolving credit facility.
Offsetting these factors is Moody's concern that if operating
performance continues to deteriorate, the company will have
difficulty complying with the leverage ratio covenant,
particularly when it steps-down in the second quarter of 2013.

The ratings could be downgraded if Infogroup's revenues and EBITDA
do not improve on a year-over-year basis. The ratings could also
be downgraded if the company's liquidity profile weakens,
including reduced cushion under financial covenants. A dividend
and/or debt-financed acquisition could also pressure the ratings.

Moody's could revise Infogroup's ratings outlook to stable if it
develops a track-record of improved revenue and EBITDA while
expanding cushion under financial covenants.

Moody's could upgrade Infogroup's ratings if it can demonstrate
meaningful organic revenue and earnings growth such that debt to
EBITDA sustainably approaches 3.0 times and free cash flow to debt
is above 8%, while maintaining a conservative posture with respect
to acquisitions and dividends.

The principal methodology used in rating Infogroup was the Global
Business & Consumer Service Industry Rating Methodology published
in October 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.

Headquartered in Omaha, Nebraska, Infogroup Inc. is a leading
provider of business and consumer information, data processing and
database marketing services.


INFUSION BRANDS: Incurs $1.7 Million Net Loss in First Quarter
--------------------------------------------------------------
Infusion Brands International, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $1.72 million on $2.17 million of
product sales for the three months ended March 31, 2012, compared
with a net loss of $1.31 million on $4.15 million of product sales
for the same period during the prior year.

The Company reported a net loss of $6.94 million on $17.94 million
of product sales in 2011, compared with a net loss of $16.07
million on $7.17 million of product sales in 2010.

The Company's balance sheet at March 31, 2012, showed $7.25
million in total assets, $7.33 million in total liabilities,
$25.13 million in redeemable preferred stock, and a $25.20 million
total deficit.

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

                       http://is.gd/sCy5mv

                      About Infusion Brands

Infusion Brands International, Inc. is a global consumer products
company.  Its wholly owned operating subsidiary, Infusion Brands,
Inc. specializes in building and marketing profitable brands
through international direct-to-consumer channels of distribution.

On Dec. 16, 2010, as part of its quasi-reorganization in order to
change its business model from that of an acquisition strategy to
a singular operating model as a consumer products company which
builds and markets brands internationally through direct-to-
consumers channels of distribution, OmniReliant Holdings, Inc.
entered into an agreement and plan of merger with Infusion Brands
International, Inc., a Nevada corporation and the Company's
wholly-owned subsidiary.  Pursuant to the terms and subject to the
conditions set forth in the Merger Agreement, the Company merged
with and into Infusion Brands International, Inc., solely to
effect a name change of the Company.

Meeks International LLC, in Tampa, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant recurring losses from operations and is dependent on
outside sources of financing for continuation of its operations
and management is restructuring and redirecting its operating
initiatives that require the use of its available capital
resources.


INFUSYSTEM HOLDINGS: Incurs $915,000 Net Loss in First Quarter
--------------------------------------------------------------
Infusystem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $915,000 on $14.34 million of net revenues for the
three months ended March 31, 2012, compared with a net loss of
$171,000 on $12.95 million of net revenues for the same period
during the prior year.

The Company reported a net loss of $45.44 million in 2011,
compared with a net loss of $1.85 million in 2010.

The Company's balance sheet at March 31, 2012, showed $75.63
million in total assets, $36.09 million in total liabilities and
$39.53 million in total stockholders' equity.

Ryan Morris, the newly appointed Executive Chairman, said the
first quarter results provide a solid foundation for the new
management team that took office in late April, and whose strategy
for achieving growth and increasing shareholder value should begin
to be reflected in subsequent quarterly results.  Since mid-March,
the Company has welcomed the arrival of Interim Chief Executive
Officer Dilip Singh, Chief Financial Officer Jonathan P. Foster,
as well as five new Board members.

"It's been a very eventful quarter for the Company and I am proud
that our employees and operational management continued the top
line revenue growth while these Board and management changes took
place," Morris said.

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

                         http://is.gd/aTYAB4

                      About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

After auditing the Company's 2011 financial statements, Deloitte &
Touche LLP, in Detroit, Michigan, said that the possibility of a
change in the majority representation of the Board and consequent
event of default under the Credit Facility, which would allow the
lenders to cause the debt of $24.0 million to become immediately
due and payable, raises substantial doubt about the Company's
ability to continue as a going concern.


INFUSYSTEM HOLDINGS: Fails to Comply with Nasdaq Requirement
------------------------------------------------------------
InfuSystem Holdings, Inc., received a letter from NYSE Regulation
regarding a late notification to NYSE MKT of the "record date" for
the 2012 Annual Stockholders' Meeting.  The Company previously set
April 30, 2012, as the record date for the Company's 2012 Annual
Meeting, meaning that only stockholders as of the close of
business on April 30, 2012, are entitled to vote their respective
shares at the Company's 2012 Annual Meeting, which is scheduled
for May 25, 2012.

A company listed on the NYSE MKT is required to provide the
Exchange with notice of the record date for its Annual
Stockholders' meeting at least 10 days prior to the record date.
InfuSystem provided late notice of the record date to the NYSE
MKT.  As a result, InfuSystem received a letter from NYSE
Regulation on May 18, 2012, advising the Company that it did not
comply with Section 703 of the NYSE MKT Company Guide, which
required that the Company provide the NYSE MKT with 10 days prior
notice of the April 30, 2012, record date.

                      About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

After auditing the Company's 2011 financial statements, Deloitte &
Touche LLP, in Detroit, Michigan, said that the possibility of a
change in the majority representation of the Board and consequent
event of default under the Credit Facility, which would allow the
lenders to cause the debt of $24.0 million to become immediately
due and payable, raises substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $45.44 million in 2011,
compared with a net loss of $1.85 million in 2010.

The Company's balance sheet at March 31, 2012, showed $75.63
million in total assets, $36.09 million in total liabilities and
$39.53 million in total stockholders' equity.


INFUSYSTEM HOLDINGS: S. McDevitt Ceases to Hold 5% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Sean McDevitt disclosed that, as of May 9,
2012, he beneficially owns 323,882 shares of common stock of
Infusystem Holdings, Inc., representing 1.5% of the shares
outstanding.

Mr. McDevitt previously reported beneficial ownership of
1,732,361 common shares or an 8.1% equity stake as of April 24,
2012.

A copy of the amended filing is available for free at:

                        http://is.gd/y8jdDN

                      About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

After auditing the Company's 2011 financial statements, Deloitte &
Touche LLP, in Detroit, Michigan, said that the possibility of a
change in the majority representation of the Board and consequent
event of default under the Credit Facility, which would allow the
lenders to cause the debt of $24.0 million to become immediately
due and payable, raises substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $45.44 million in 2011,
compared with a net loss of $1.85 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$75.63 million in total assets, $36.09 million in total
liabilities and $39.53 million in total stockholders' equity.


INTEGRATED BIOPHARMA: Incurs $738,000 Net Loss in March 31 Qtr.
---------------------------------------------------------------
Integrated Biopharma, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $738,000 on $7.86 million of net sales for the three
months ended March 31, 2012, compared with a net loss of $876,000
on $9.35 million of net sales for the same period during the prior
year.

The Company reported a a net loss of $1.15 million on $28.97
million of net sales for the nine months ended March 31, 2012,
compared with a net loss of $1.30 million on $30.77 million of net
sales for the same period a year ago.

The Company reported a net loss of $2.28 million in 2011 and a net
loss of $5.53 million during the prior fiscal year.

The Company's balance sheet at March 31, 2012, showed $10.75
million in total assets, $19.58 million in total liabilities, all
current, and a $8.83 million total stockholders' deficiency.

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

                        http://is.gd/2EDX44

                     About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/ -- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

Friedman, LLP, in East Hanover, NJ, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a working capital
deficiency, recurring net losses and has defaulted on its debt
obligations.


INTELLICELL BIOSCIENCES: Incurs $9.4 Million Net Loss in Q1
-----------------------------------------------------------
Intellicell Biosciences, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $9.46 million on $12,100 of revenue for the three
months ended March 31, 2012, compared with a net loss of $1.18
million on $0 of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2012, showed $3.51
million in total assets, $21.97 million in total liabilities, and
a $18.46 million total stockholders' deficit.

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

                        http://is.gd/KM3v3P

                  About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

"The Company has incurred losses since inception resulting in an
accumulated deficit of $20.1 million and a working capital deficit
of $21.0 million as of Sept. 30, 2011, respectively, however, if
the non-cash expense related to the Company's derivative liability
is excluded the accumulated deficit amounted to $3.1 million and
working capital deficit amounted to $3.7 million, respectively,?
the Company said in the filing.

"Further losses are anticipated in the continued development of
its business, raising substantial doubt about the Company's
ability to continue as a going concern."


INTELLICELL BIOSCIENCES: Holders Demand Payment of $1.3MM Notes
---------------------------------------------------------------
Intellicell Biosciences, Inc., and Intellicell Biosciences, Inc.,
entered into an Agreement and Plan of Merger which was amended on
June 3, 2011, pursuant to which a subsidiary of the Company merged
with and into Intellicell-NY and Intellicell-NY continued as the
surviving corporate entity.  The closing of the transaction
contemplated by the Merger Agreement took place on June 3, 2011.

In accordance with the Merger Agreement, all outstanding
convertible notes issued by IntelliCell-NY were assumed by the
Company.  The Intellicell Notes, which are in the aggregate
principal amount of $1,360,000, became due and payable on
March 31, 2012.  The Company previously disclosed in its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2011, as
amended, that it had not made any repayment of principal or
accrued by unpaid interest that had become due and payable under
the Intellicell Notes.  As of May 18, 2012, the Company has not
repaid any principal or accrued but unpaid interest that has
become due and payable under the IntelliCell Notes.

On May 17, 2012, the holder of an aggregate of $500,000 principal
amount of IntelliCell Notes informed the Company that it is in
default and demanded repayment under the IntelliCell Notes.
Pursuant to the terms of the IntelliCell Notes, upon the
occurrence, after the expiration of a cure period of 15 days with
respect to monetary defaults, following the receipt by the Company
of written notice from a holder of a default in the payment of any
installment of principal or interest, or any part thereof, when
due, a holder, at its election may accelerate the unpaid balance
of the principal and all accrued interest due under this Note and
declare the same payable at once without further notice or demand.
Upon an event of default under the IntelliCell Notes, the holders
of the IntelliCell Notes will be entitled to, among other things
(i) the principal amount of the IntelliCell Notes along with any
interest accrued but unpaid thereon and (ii) costs and expenses in
connection with the collection and enforcement under the
IntelliCell Notes, including reasonable attorneys' fees.

As a result of the notice of default, as of May 18, 2012, the
IntelliCell Notes in the aggregate principal amount of $1,360,000
are immediately due and payable.  The Company is currently working
with its investors on making arrangements to honor its obligations
under the IntelliCell Notes, however, there can be no assurance
that any those arrangements will ever materialize or be
permissible or sufficient to cover any or all of the obligations
under the IntelliCell Notes.

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company's balance sheet at Sept. 30, 2011, showed $1.0 million
in total assets, $21.2 million in total current liabilities, and a
stockholders' deficit of $20.2 million.

"The Company has incurred losses since inception resulting in an
accumulated deficit of $20.1 million and a working capital deficit
of $21.0 million as of Sept. 30, 2011, respectively, however, if
the non-cash expense related to the Company's derivative liability
is excluded the accumulated deficit amounted to $3.1 million and
working capital deficit amounted to $3.7 million, respectively,?
the Company said in the filing.

"Further losses are anticipated in the continued development of
its business, raising substantial doubt about the Company's
ability to continue as a going concern."


IXI MOBILE: Messrs. Hadad and Kaufman Appointed to Board
--------------------------------------------------------
IXI,Mobile, Inc., has announced the appointment of Mr. Zion Hadad
and Mr. Ilan Kaufman as members of the board of directors of the
Company as of May 17, 2012.

In 1997 Dr. Hadad founded Runcom Technologies Ltd. in Israel.  Dr.
Hadad possesses an extensive experience in the development of
military and commercial communication systems with specialized
expertise in the fields of Spread Spectrum (SS), Frequency Hopping
(FH), Direct Sequence (DS), CDMA, OFDMA, ECC and Adaptive Array
Technologies.

Prior to the inception of Runcom, Dr. Hadad served as VP and GM
for Broadband Wireless Access [BWA] and Chief Scientist of
InnoWave, a wireless local loop company, purchased by Alvarion in
2001.  Prior to his engagement with InnoWave, Dr. Hadad served as
the Chief Scientist of the Tactical Comm.  Division of Tadiran
Communications.  In addition, for a period of 5 years Dr. Hadad
was involved in the development of military radio for the US Army
soldier SINCGARS with General Dynamics USA, and with the
development of the commercial Broadband CDMA in InterDigital USA
[IDCC], which variant was later developed into the 3GPP third
generation cellular technology [3G].

During 1997 Dr. Hadad invent and initiated development of the
OFDMA technology for Runcom, and he currently holds a few
registered patents in connection with such technology.  As the CEO
and Chairman of the Board of Directors of Runcom, Dr. Hadad
incorporated the OFDMA technology as base line for broadcast
return channel and the 4G cellular technologies: ETSI DVB RCT,
IEEE 802.16d,e and after that a variant of this adapted by 3GPP
LTE for the fourth generation cellular [4G].

Dr. Hadad holds a PhD in Electrical Engineering (EE) from CUNY
(USA).

Dr. Hadad has previously served as a director on IXI Mobile's
Board of Directors for the period between January 2009 and March
2011.

From May 2001 until November 2008, Mr. Kaufmann worked in several
positions at Elbit Systems Ltd., a global defense electronics
company.  His most recent position was the Director of Finance at
Silver Arrow, a subsidiary of Elbit Systems Ltd. Mr. Kaufman was
appointed as the Company's Chief Financial Officer on November
2009 and served in such position until March 2011.  Later, Mr.
Kaufman temporarily replaced the Chief Financial Officer of Magma
V.C., a venture capital firm specializing in early-stage
investments in communication, semiconductors, internet and media.
As a director Mr. Kaufman will be entitled to a director's fee of
approximately US$13,000 per year.

                         About IXI Mobile

Headquartered in Belmont, California, IXI Mobile Inc. (OTC BB:
IXMO.0B) -- http://www.ixi.com/-- provides devices and hosted
services to mobile operators, mobile virtual network operators,
and Internet service providers in a number of international
markets.  Research and development activities are conducted
primarily in its facilities in Israel and Romania.

IXI Mobile Inc.'s consolidated balance sheet at June 30, 2008,
showed $29,504,000 in total assets, $40,856,000 in total
liabilities, and $11,352,000 in stockholders' deficit.

IXI Mobile has yet to file its financial reports for 2009 and
2010.


JENSEN FARMS: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
The Associated Press reports Jensen Farms, which was traced to a
listeria outbreak in cantaloupe last year, has filed for Chapter
11 bankruptcy protection.

According to the report, the Company's attorney Jim Markus told
The Denver Post the filing should free up millions of dollars in
insurance and other funds that could be distributed to victims.

The report says the outbreak was blamed for 32 deaths.  It
infected 146 people in 28 states.  Federal investigators have said
old, hard-to-clean equipment at Jensen Farms and pools of dirty
water on the floor probably were to blame.

The report, citing court documents, says the farm had $4.8 million
in revenue in the past 12 months.  It lists $2.1 million in
assets, $2.5 million in liabilities, and $1.6 million in payments
outstanding from food distributor Frontera Produce.

Jensen Farms -- http://jensenfarms.com/-- is located at 28948 CR
30.5 Holly, Colorado.


KIWIBOX.COM INC: Incurs $1.8 Million Net Loss in First Quarter
--------------------------------------------------------------
Kiwibox.com, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.87 million on $462,637 of total net sales for the three
months ended March 31, 2012, compared with a net loss of $685,198
on $423 of total net sales for the same period during the prior
year.

The Company reported a net loss of $5.90 million in 2011, compared
with a net loss of $3.97 million in 2010.

The Company's balance sheet at March 31, 2012, showed $8.27
million in total assets, $16.92 million in total liabilities, all
current, and a $8.64 million total stockholders' impairment.

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

                        http://is.gd/tsYYbz

                         About Kiwibox.com

New York-based Kiwibox.com, Inc., acquired in the beginning of
2011 Pixunity.de, a photoblog community and launched a U.S.
version of this community in the summer of 2011.  Effective July
1,  2011, Kiwibox.com, Inc., became the owner of Kwick! --a top
social network community based in Germany.  Kiwibox.com shares are
freely traded on the bulletin board under the symbol KIWB.OB.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
expressed substantial doubt about Kiwibox.Com's ability to
continue as a going concern, after reviewing the Company's
financial statements as of and for the three and nine-month
periods ended Sept. 30, 2011, and 2010.  The independent auditors
noted that the Company has suffered losses from operations and has
a working capital deficiency as of Sept. 30, 2011.

In its report on the 2011 financial statements, Rosenberg Rich
Baker Berman & Company, in Somerset, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered losses from operations and has a working capital
deficiency as of Dec. 31, 2011.


KIWIBOX.COM INC: Completes Acquisition of KWICK!
------------------------------------------------
KIWIBOX.COM, Inc., made the last payment of EUR1,600,000 Euros to
the principals from whom it purchased KWICK!, the popular German
social network community, paying a total purchase price of
EUR6,400,000 Euros (approximately, US$8,300,000).  This payment
completes all of the conditions of the purchase and provides
Kiwibox with absolute title to these valuable European assets,
including the KWICK! Sensphere ASP platform and a trove of
intellectual property assets.

Considering the KWICK! community's current 10,000,000 plus
registered members and 1,000,000 active users, cited Andre Scholz,
CEO of Kiwibox, "we anticipate a surge in memberships and unique
visitors, especially on the tide of the Facebook public offering.
KWICK!'s social network community," stated Mr. Scholz, "self-
perpetuates its popularity among its membership with their
constant sharing of ideas, events and friendships via cell phone,
image pads and laptops.  We see no barriers to expansion of the
KWICK! social network throughout Germany's regional communities."

"We now have complete ownership of our European footprint and we
expect to continue to acquire select and complimentary social
communities to integrate into our Kiwibox platform," concluded
Andre Scholz.

                         About Kiwibox.com

New York-based Kiwibox.com, Inc., acquired in the beginning of
2011 Pixunity.de, a photoblog community and launched a U.S.
version of this community in the summer of 2011.  Effective July
1,  2011, Kiwibox.com, Inc., became the owner of Kwick! --a top
social network community based in Germany.  Kiwibox.com shares are
freely traded on the bulletin board under the symbol KIWB.OB.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
expressed substantial doubt about Kiwibox.Com's ability to
continue as a going concern, after reviewing the Company's
financial statements as of and for the three and nine-month
periods ended Sept. 30, 2011, and 2010.  The independent auditors
noted that the Company has suffered losses from operations and has
a working capital deficiency as of Sept. 30, 2011.

The Company reported a net loss of $5.90 million in 2011, compared
with a net loss of $3.97 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $8.35 million
in total assets, $16.32 million in total liabilities, all current,
and a $7.97 million total stockholders' impairment.

In its report on the 2011 financial statements, Rosenberg Rich
Baker Berman & Company, in Somerset, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered losses from operations and has a working capital
deficiency as of Dec. 31, 2011.


LA JOLLA: Reports $5.3 Million Net Income in First Quarter
----------------------------------------------------------
La Jolla Pharmaceutical Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $5.28 million for the three months ended March 31,
2012, compared with a net loss of $6.50 million for the same
period during the prior year.

La Jolla reported a net loss of $11.54 million in 2011, compared
with a net loss of $3.76 million in 2010.

The Company's balance sheet at March 31, 2012, showed $4.43
million in total assets, $9.67 million in total liabilities, all
current, $5.33 million in redeemable convertible preferred stock,
and a $10.57 million total stockholders' deficit.

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

                        http://is.gd/Pu9gcH

                    About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

After auditing the 2011 results, BDO USA, LLP, in San Diego,
California, expressed raise substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations, has an accumulated deficit of $439.6 million and a
stockholders' deficit of $15.6 million as of Dec. 31, 2011, and
has no current source of revenues.


LANTERN PARTNERS: Fishers, Ind. Bldg Owner Files for Chapter 11
---------------------------------------------------------------
Lantern Partners LLC filed a Chapter 11 petition (Bankr. S.D. Ind.
Case No. 12-06288) on May 25, 2012, in Indianapolis, Indiana.

The Debtor, a single asset real estate as defined in 11 U.S.C.,
Sec. 101 (51B), estimated assets and debts of $10 million to
$50 million.  The Debtor said it owes GE Commercial Finance
Business Property Corporation $11.37 million, with the debt
secured by collateral valued at $18.6 million.

The Debtor's principal asset is located at 10500 Kincaid Drive,
Fishers, Indiana.  This is the address of a Kindaic Freedom
Mortgage Building, a 125,000 square-foot office building,
indianpolis.citysearch.com.

Jeffrey A. Hokanson, Esq., at Frost Brown Todd LLC, in
Indianapolis, represents the Debtor.


LANTERN PARTNERS: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lantern Partners LLC
        9701 North by Northeast Boulevard
        Fishers, IN 46037
        Tel: (317) 841-9092
        E-mail: dankincaid@hotmail.com

Bankruptcy Case No.: 12-06288

Chapter 11 Petition Date: May 25, 2012

Court: U.S. Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz, III

Debtor's Counsel: Jeffrey A. Hokanson, Esq.
                  FROST BROWN TODD LLC
                  201 N. Illinois Street, Suite 1900
                  P.O. Box 44961
                  Indianapolis, IN 46244-0961
                  Tel: (317) 237-3962
                  Fax: (317) 237-3900
                  E-mail: jhokanson@fbtlaw.com

                         - and ?

                  Jeremy M. Dunn, Esq.
                  FROST BROWN TODD LLC
                  201 North Illinois Street, Suite 1900
                  P.O. Box 44961
                  Indianapolis, IN 46244-0961
                  Tel: (317) 237-3270
                  Fax: (317) 237-3900
                  E-mail: jdunn@fbtlaw.com

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

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

The petition was signed by Dan Kincaid, vice president of Kincaid
Developers Inc., sole member.

Debtor's List of Its Three Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Hamilton Co. Treasurer             Property Taxes         $286,617
33 North 9th Street                and Penalties
Noblesville, IN 46060

Delaware Park Owners Association   Loan                    $15,000
9701 North by NE Boulevard
Fishers, IN 46037

Globe Industrial Supply, Inc.      Management and          $10,625
9701 North by NE Boulevard         Maintenance Fees
Fishers, IN 46037


LEVEL 3: STT Crossing Discloses 25.6% Equity Stake
--------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, STT Crossing Ltd and its affiliates disclosed
that, as of May 16, 2012, they beneficially own 55,498,593 shares
of common stock of Level 3 Communications, Inc., representing
25.6% of the shares outstanding.

STT Crossing reported beneficial ownership of 50,498,593 common
shares or a 24.3% equity stake as of Nov. 28, 2011.

A copy of the amended filing is available for free at:

                        http://is.gd/aqaJbO

                   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.


MARIANA RETIREMENT FUND: Creditors Panel Okay to Benefits Payment
-----------------------------------------------------------------
Ferdie de la Torre at Saipan Tribune reports the Official
Committee of Unsecured Creditors has agreed with the Northern
Mariana Islands Retirement Fund's request to be allowed to keep
providing benefits to its beneficiaries while its Chapter 11
bankruptcy case remains pending.

According to the report, the committee, through counsel Don
Jeffrey Gelber, said payments to beneficiaries should start on the
June 30, 2012, payment and continue for eight semi-monthly pay
periods (a period of four months).  Mr. Gelber said a beneficiary
currently receiving $250 or less per semi-monthly period ($6,000
or less on an annual basis) will continue to receive the same
payment.

The report says a beneficiary currently receiving more than $250
per semi-pay period (more than $6,000 on an annual basis) will
receive, for each semi-monthly period, the greater of (1) 75% of
the payment that would have been made had the Chapter 11 case not
been commenced, or (2) $250, Mr. Gelber said.  He said the Fund
should continue to pay life and health insurance premiums at the
current unreduced rate, the report notes.

The report says the Fund's request to be allowed to continue
paying out benefits to beneficiaries had proposed a rate of
payments that is between 42% and 100% of current benefits.

Assistant U.S. Trustee Curtis Ching said they will not object to
the Fund's motion provided that there will be limitations.  Curtis
Ching said the authorization should be limited to two months
without prejudice to the Fund seeking approval for continued
payments.  Mr. Ching said the authorization should be at a rate
that would allow the Fund to sustain itself.

                    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.

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: Files Suit to Recoup Contributions
-----------------------------------------------------------
Andrew O. De Guzman at Marianas Variety reports that the Northern
Mariana Islands Retirement Fund's bankruptcy counsel Braddock J.
Huesman filed complaints over the weekend against the Public
School System, the Commonwealth Healthcare Corp. and Northern
Marianas College.  The complaints are separately seeking an award
of damages, and to order the defendants to remit employer
contributions as well as corresponding penalties.

According to the report, Mr. Huesman said the U.S. Bankruptcy
Court has jurisdiction over the adversary proceedings pursuant to
28 U.S.C. Sections 157 and 1334, and the Federal Rules of
Bankruptcy Procedures 7001.  The report relates Mr. Huesman said
non-payment of employer contributions by the agencies were
"contributing factors in the [Fund's] need to file for Chapter 11
protection."

In light of the failure to make required employer contributions,
the Fund seeks full payment of all sums owed by these agencies,
the report quotes Mr. Huesman as saying.  Causes of action against
the named agencies were breach of contract (constitutional and
statutory), and declaratory judgment for violation of 1 CMC
section 8362, Mr. Huesman said.

The report relates, for the Public School System, Mr. Huesman told
the bankruptcy court the past due payments, including applicable
penalties, total approximately $30 million.  Mr. Huesman said PSS
has failed to make employer contributions based on the actuarially
determined rate since 2006, and during multiple pay periods "has
failed to make any contributions at all."

The report adds, as of the filing date May 25, 2012, PSS's
delinquency totals more than $23 million, and the statutory
penalty accrued on the total delinquent payments exceeds $6.9
million.

According to the report, named as defendants were Rita Sablan in
her official capacity as commissioner of education; Galvin Deleon
Guerrero in his official capacity as secretary and treasurer of
the Board of Education; Marylou Ada, D. Tanya King, Lucia Blanco-
Maratita, and Herman Guerrero in their official capacities as
members of the Board of Education.

The report relates Mr. Huesman said that since the Commonwealth
Health Corp. was established as an autonomous corporation, CHC has
never made employer contributions based on the actuarially
determined rate.

The report says, as of April 30, 2012, CHC's delinquent employer
contributions amount to more than $6 million, while the statutory
penalty totals approximately $1.4 million.  The report relates Mr.
Huesman said it has failed to make employer contributions for NMC
based on the actuarially determined rate since 2006.  In addition,
Mr. Huesman said "NMC has failed to remit any employee or employer
contributions since April 2012."

The report says, as of May 2012, NMC's delinquency amounts to more
than $6.29 million, and statutory penalty exceeds $1.62 million.

The report adds other named defendants were: Sharon Hart, in her
official capacity as president; Frank Rabauliman in his official
capacity as treasurer; and Juan Lizama, Elaine Hocog Orilla,
Andrew Orsini, Maria Peter, and William S. Torres in their
official capacities as members of the NMC Board of Regents.

                    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.

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.


MCCLATCHY COMPANY: Names Elaine Lintecum as VP Finance and CFO
--------------------------------------------------------------
The McClatchy Company named Elaine Lintecum as vice president,
finance and chief financial officer, effective immediately.

Ms. Lintecum, 56, has served as McClatchy's treasurer since 2002
and spent the last 24 years in McClatchy's corporate finance
department holding a variety of key positions, including financial
analyst, investor relations manager and assistant treasurer.  She
was McClatchy's financial reporting specialist for U.S. Securities
and Exchange Commission filings.  Ms. Lintecum will retain the
duties of treasurer in her new position.

Lintecum replaces Patrick J. Talamantes, who becomes McClatchy's
president and chief executive.

"Elaine is an extremely talented and savvy financial executive who
has played an integral role in McClatchy's financial progress over
the years," Talamantes said.  "I'm thrilled to welcome her to
McClatchy's executive ranks where she will be an important
contributor to our senior management team."

Ms. Lintecum first joined McClatchy as a financial analyst in 1988
after seven years as a certified public accountant in the audit
department of Deloitte Haskins & Sells, a predecessor of Deloitte
& Touche.

Ms. Lintecum was promoted to investor relations manager in 1993,
named assistant treasurer in 2000 and promoted to treasurer in
2002.  She has played an instrumental role in every major
financial development at McClatchy - from mergers and acquisitions
to debt repayment and restructuring - for more than two decades.

"I am delighted to lead the first-class finance department at
McClatchy," Lintecum said.  "Pat has been a wonderful mentor, and
I am inheriting a strong financial team that is dedicated to
supporting our newspapers in their commitment to high-quality
journalism, community service and their transition to a hybrid
print and digital business model."

Ms. Lintecum was born in Hillsville, Va., and raised in Virginia
and Michigan.  She earned a bachelor's degree in business
administration from California State University, Chico in 1980
after serving two years in the U.S. Army.  She is married to
Anthony Herrera.

As part of other senior management changes, Mark Zieman, vice
president, operations, will assume oversight of McClatchy?s
Florida operations, which include The Miami Herald, El Nuevo
Herald and the Bradenton Herald newspapers.  Those
responsibilities were previously held by Talamantes.  Zieman, the
former president and publisher of The Kansas City Star until his
corporate appointment in May 2011, will continue to oversee
McClatchy's operations in the Midwest, South and Southeast.

Karole Morgan-Prager, McClatchy vice president, general counsel
and corporate secretary, will assume additional responsibility for
corporate development activities.  Her new title will be vice
president, corporate development, general counsel and secretary.
Morgan-Prager, a senior officer since 1995, has worked closely
with McClatchy's digital investments in recent years in addition
to overseeing all of the Company's legal matters.

                          CEO Appointment

As previously disclosed, the Board of Directors of the Company has
appointed Patrick J. Talamantes as the Company's President and
Chief Executive Officer, effective upon the conclusion of the
Company's 2012 annual meeting of shareholders held on May 16,
2012.  Mr. Talamantes succeeds Gary B. Pruitt, who resigned as
Chairman, President and Chief Executive Officer and retired from
the Company, effective upon the conclusion of the 2012 annual
meeting.

Mr. Talamantes, 47, has been Vice President, Finance and Chief
Financial Officer of the Company since April 2001, and has
overseen the Company's operations in Florida since May 2011.
Prior to joining the Company, he was with Sinclair Broadcast
Group, Inc., a television broadcasting company, from 1996 to 2001,
and served the last two years as chief financial officer.  Mr.
Talamantes was treasurer of River City Broadcasting LP, a
broadcasting company located in St. Louis, from 1995 to 1996, and
spent nine years in various banking positions with Chemical Bank
of New York.

Also on May 16, 2012, the Company's shareholders elected Mr.
Talamantes to the Company's Board as a director at the 2012 Annual
Meeting.  Mr. Talamantes has been named to the Pension and Savings
Plans Committee of the Board.

On May 16, 2012, the Company and Mr. Talamantes entered into an
employment agreement.  The term of the Employment Agreement is two
years unless terminated earlier by the Company or Mr. Talamantes
under the Employment Agreement.  Mr. Talamantes' annual base
salary is set at $750,000, which may be increased by the
Compensation Committee of the Board during the term of the
Employment Agreement.

A copy of the Form 8-K is available for free at:

                       http://is.gd/KotMBx

                   About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at March 25, 2012, showed
$2.91 billion in total assets, $2.74 billion in total liabilities
and $173.68 million in stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.


MEDYTOX SOLUTIONS: Borrows $550,000 from TCA Global
---------------------------------------------------
Medytox Solutions, Inc., borrowed $550,000 from TCA Global Credit
Master Fund, LP, pursuant to the terms of the Senior Secured
Revolving Credit Facility Agreement, dated as of April 30, 2012,
among Medytox, Medytox Medical Marketing & Sales, Inc., Medytox
Diagnostics, Inc., PB Laboratories, LLC, and the Lender.  The
funds will be used for general corporate purposes.  Under the
Credit Agreement, Medytox may borrow up to an amount equal to the
lesser of 80% of its Eligible Accounts and the revolving loan
commitment, which initially is $550,000.  Medytox may request that
the revolving loan commitment be raised by various specified
amounts at specified times, up to a maximum of $4,000,000.  In
each case, the decision to grant any such increase in the
revolving loan commitment is in the Lender's sole discretion.

The loan matures on the earlier of Nov. 30, 2012, subject to a
six-month extension at the request of Medytox, or upon 60 days
written notice by the Lender.  The maturity date may also be
extended, in the Lender's sole discretion, in connection with an
increase in the revolving loan commitment.

The loan bears interest at the rate of 12% per annum.  In
addition, Medytox will pay certain fees, as set forth in the
Credit Agreement.  Medytox also issued to the Lender 40,000 shares
of its restricted common stock as a fee for corporate advisory and
investment banking services provided by the Lender.

The loan is guaranteed by Medytox Medical, Diagnostic and PB Labs,
subsidiaries of Medytox.  It is also secured by a pledge of
substantially all of the assets of Medytox, Medytox Medical,
Diagnostic and PB Labs.

                      About Medytox Solutions

West Palm Beach, Florida-based Medytox Solutions, Inc., formerly
Casino Players, Inc., is a provider of laboratory services
specializing in providing blood and urine drug toxicology to
physicians, clinics and rehabilitation facilities in the United
States.

Peter Messineo, CPA, in Palm Harbor, Florida, expressed
substantial doubt about Medytox Solutions' ability to continue as
a going concern following the 2011 financial results.  The
independent auditor noted that the Company has an accumulated
deficit and negative cash flows from operations, and additionally,
there is certain litigation involving a consolidated entity which
is unresolved.

The Company reported net income of $92,701 of $3.99 million of
revenues for 2011, compared with a net loss of $327,041 on $77,591
of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$3.93 million in total assets, $5.13 million in total liabilities,
and a stockholders' deficit of $1.19 million.


MF GLOBAL: Committee Proposes Rust Consulting as Admin. Agent
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of MF Global Holdings Inc. seeks permission from the Court
to retain Rust Consulting, Inc., as its administrative agent.

The Creditors' Committee believes the retention of Rust/Omni
Bankruptcy division to assist it in complying with its obligations
under Section 1102(b)(3) of the Bankruptcy Code will add to the
effective administration of the Debtors' bankruptcy cases and
reduce the overall expense of administering the Chapter 11 cases.
Specifically, Rust will establish and maintain the Web site at
http://www.mfglobalcreditorscommittee.com/and provide any other
services as may sought by the Creditors' Committee.

Rust Consulting will bill the Debtors according to its
professionals' customary hourly rates: $195 for senior
consultants, $125 to $175 for consultants, $67 to $125 for project
specialists, $117 to $157 for programming and $25 to $67 for
clerical support/quality assurance professionals.  The firm will
also be reimbursed for expenses to be incurred.

Paul H. Deutch, executive managing director in the Rust
Consulting/Omni Bankruptcy division of Rust Consulting, Inc.,
maintains that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had US$41,046,594,000 in total assets and
US$39,683,915,000 in total liabilities.  It was the largest
bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock
Dixon & Co. Inc., and Man Group USA Inc., filed a Chapter 11
petition on March 2, 2012.  Holdings USA provided administrative
services to MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors retained Dewey &
LeBoeuf LLP, as counsel; and Capstone Advisory Group LLC as
financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from
their posts on Nov. 28, 2011.

U.S. regulators are investigating about US$633 million missing
from MF Global customer accounts, a person briefed on the matter
said Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Ex-Workers at Singapore Sue Over Lack of Info
--------------------------------------------------------
A group of seven former employees at MF Global Holdings Ltd.'s
Singapore unit, including the head of sales for Asia, filed a
lawsuit complaining that they're not being informed about how
they'll be paid money they are owed, Andrea Tan of Bloomberg News
reported.

"The response from the provisional liquidators was very
frustrating," Michael Joseph Drennan, former head of sales for
Asia, said in his complaint filed with the Singapore High Court,
the report related.  "I had to take a proactive approach to
ensure that my interests as a creditor were being protected,"
said Mr. Drennan, now head of North America Futures and Options
at London-based interbroker ICAP Plc. (IAP) A closed hearing is
scheduled for May 11, the report added.

The former employees claim in court papers they are owed at least
$2.8 million by MF Global Singapore.  Bloomberg pointed out the
employees of MF Global's U.K. unit are also seeking GBP39 million
of unpaid bonuses, severance pay and pension contributions from
its administrator KPMG LLP.

The complaint was "misguided" and should be dismissed, according
to a court filing by Bob Yap, head of transactions and
restructuring at KPMG in Singapore, Bloomberg quoted.  The former
employees appear to be fishing for information other than for the
legitimate purposes of the liquidation, he said in court papers.
Mr. Yap declined to comment on ongoing litigation.

The seven former employees include John Hugh Bulford, general
manager of Asia Pacific and Chief Risk Officer for Asia Matthew
Levins, are owed at least S$3.5 million ($2.8 million) by MF
Global Singapore, according to the lawsuit, Bloomberg related.
Mr. Drennan is claiming S$1.67 million, including S$1.3 million
in guaranteed bonus.

The case is Michael Joseph Drennan v. MF Global Singapore Pte.
OS305/2012. Singapore High Court.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had US$41,046,594,000 in total assets and
US$39,683,915,000 in total liabilities.  It was the largest
bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock
Dixon & Co. Inc., and Man Group USA Inc., filed a Chapter 11
petition on March 2, 2012.  Holdings USA provided administrative
services to MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors retained Dewey &
LeBoeuf LLP, as counsel; and Capstone Advisory Group LLC as
financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from
their posts on Nov. 28, 2011.

U.S. regulators are investigating about US$633 million missing
from MF Global customer accounts, a person briefed on the matter
said Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MOUNTAIN PROVINCE: Incurs C$11.5 Million Net Loss in 2011
---------------------------------------------------------
Mountain Province Diamonds Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 6-K disclosing a net
loss of C$11.53 million for the year ended Dec. 31, 2011, compared
with a net loss of C$14.53 million during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed C$66.55
million in total assets, C$9.42 million in total liabilities, all
current, and C$57.13 in total shareholders' equity.

A copy of the Form 6-K is available for free at:

                        http://is.gd/J2KiMR

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.

The Company's balance sheet at March 31, 2012, showed
C$66.84 million in total assets, C$13.13 million in total
liabilities, and C$53.70 million in total shareholders' equity.

For the year ended Dec. 31, 2011, KPMG LLP, in Toronto, Canada,
noted that the Company has incurred a net loss in 2011 and expects
to require additional capital resources to meet planned
expenditures in 2012 that raise substantial doubt about the
Company's ability to continue as a going concern.


MPM TECHNOLOGIES: Unit Has Lease Agreement with Mineral Resource
----------------------------------------------------------------
MPM Mining Inc., a wholly owned subsidiary of MPM Technologies,
Inc., had entered into the Emery Dumps Lease and Agreement with
Mineral Resource Recovery, a wholly owned subsidiary of Carbon
Cycle Investments LLC.  The Company has agreed to lease to MRR the
undivided interest in all dump piles located on the Company's
owned and leased properties in the Zosell Mining District, Powell
County, Montana.  Twenty-five percent of the Net Smelter Return or
Net Direct Sale of Ore Payments on all material removed from the
site will be directed to the Company.  Fifty percent will be
utilized as payment to a creditor and Twenty-five percent will be
distributed to MRR.

On Feb. 18, 2011, MPM Technologies, Inc., entered into a Sales
Agreement with Carbon Cycle Investment LLC.  Under the terms of
the Sales Agreement, the Company proposes to sell to Carbon Cycle
Investment LLC 67% of the Company's authorized but unissued common
stock for $2,000,000.

On May 18, 2012, MPM Technologies Inc. announced it had amended
the Purchase Agreement dated March 31, 2011, by and among MPM
Acquisition Company LLC, Michael J. Luciano, an individual and CEO
of MPM Technologies, Inc, MPM Mining, Inc., and MPM Technologies,
Inc.  Under the terms of the amendment Mineral Resource Recovery
will release the Emery Dump Lease and Agreement to Michael J.
Luciano upon completion of a $300,000 payment to a Company
creditor.

Under the terms of the Purchase Agreement, the Company agreed to
sell to Mr. Luciano 100% of the issued and outstanding shares of
MPM Mining Inc in exchange for (i) cancellation of approximately
$15 million of the Company's outstanding indebtedness, (ii)
retirement of all shares of Company common stock currently held by
Mr. Luciano and the JFLI Trust of which Mr. Luciano is Trustee;
and (iii) cancellation of all options to purchase Company common
stock currently held by Mr. Luciano.

                      About MPM Technologies

Headquartered in Parsippany, N.J., MPM Technologies Inc.
(OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its
three wholly owned subsidiaries: AirPol Inc., NuPower Inc. and MPM
Mining Inc.  During the year ended Dec. 31, 2007, AirPol was the
only revenue generating entity.  AirPol operates in the air
pollution control industry.  It sells air pollution control
systems to companies in the United States and worldwide.

The company through its wholly owned subsidiary NuPower is engaged
in the development and commercialization of a waste-to-energy
process known as Skygas.  These efforts are through NuPower's
participation in NuPower Partnership, in which MPM has a 58.21%
partnership interest.  NuPower Partnership owns 85% of the Skygas
Venture.  In addition to its partnership interest through NuPower
Inc., MPM also owns 15% of the Venture.

The Company's balance sheet at Sept. 30, 2010, showed
$1.17 million in total assets, $15.32 million in total
liabilities, all current, and a stockholders' deficit of
$14.15 million.

The Company recorded a net loss of $1.56 million for 2009 from a
net loss of $1.72 million for 2008.


NATIONAL CENTURY FIN'L: Credit Suisse to Face Fraud Case
--------------------------------------------------------
A federal judge issued an order denying in part Credit Suisse
Group Inc.'s request to dismiss claims raised by a group of
bondholders, which accused the bank of missing National Century
Financial Enterprises Inc.'s $2.8 billion fraud.

In his order, Judge James Graham of the U.S. District Court for
the Southern District of Ohio denied Credit Suisse's request to
dismiss several groups of bondholder claims, including some fraud
claims asserted by Lloyds TSB Bank plc, Metropolitan Life
Insurance Co. and government agencies in Arizona.

The bondholders "have submitted sufficient evidence in support of
their fraud-based claims to create genuine issues of material
fact," Judge Graham said.

In the same order, the federal judge granted Credit Suisse's
request to dismiss other groups of claims including those
asserted by the bondholders based on negligent misrepresentation.

A full-text copy of the order is available without charge at
http://bankrupt.com/misc/NatC_OrderCreditSuisseClaims.pdf

The bondholders who purchased nearly $2 billion worth of notes
issued by NCFE had earlier accused Credit Suisse of deceiving
them about the health care finance company.  They alleged that
the Swiss bank knew about the fraud and did not disclose in its
offering documents how NCFE exactly ran its operations.

Credit Suisse denied any knowledge of the fraud, saying NCFE
deliberately hid the fraud from the bank and those involved in the
company's operations.  The Swiss bank also denied that it deceived
the investors, arguing that it did not make the statements in the
offering documents.

Kathy Patrick, a lawyer who represents some of the bondholders,
said that Judge Graham's ruling is important because it holds
that an investment bank may be held liable for statements made in
an issuer's offering documents.  She said considerably more than
half of the bondholder claims remain in the lawsuit, according to
a report by Reuters.

Credit Suisse said it will continue its defense, and "remains
confident that a jury will find based on all the evidence that it
should not be held responsible for assisting or committing any
wrongdoing," Reuters reported.

             Fives Cases Remanded to Federal Courts

In connection with Judge Graham's ruling, the Judicial Panel on
Multidistrict Litigation issued an order remanding three cases to
the U.S. District Court for the District of Arizona, and two
other cases to the U.S. District Court for the District of New
Jersey where they were originally filed.  The three Arizona cases
are:

    * City of Chandler, et al. v. Bank One, N.A., et al.,
      Case No. 2:03-cv-1220;

    * Crown Cork & Seal Co., Inc. Master Retirement Trust, et
      al. v. Credit Suisse First Boston Corp., et al.,
      Case No. 2:03-cv-2084; and

    * State of Arizona, et al. v. Credit Suisse First Boston
      Corp., et al., Case No. 2:03-cv-1618.

The two New Jersey cases are styled as Metropolitan Life
Insurance Co., et al. v. Bank One, N.A., et al., Case No. 2:03-
cv-1882; and Lloyds TSB Bank PLC v. Bank One, N.A., et al., Case
No. 2:03-cv-2784.

The Judicial Panel on Multidistrict Litigation issued the order
after Judge Graham filed a suggestion of remand following request
from the plaintiffs to transfer the cases back to the federal
courts on grounds that coordinated pretrial proceedings in those
cases have already been completed.  The request was opposed by
Credit Suisse, arguing that it is premature since the Swiss
Bank's procedural rights have yet to expire.

As part of the transfer, the Ohio district court issued a
pretrial order which chronicles the proceedings, summarizes the
rulings, and outlines the remaining issues in the cases.  A copy
of the pretrial order is available without charge at
http://bankrupt.com/misc/NatC_PretrialOrder.pdf

Meanwhile, the plaintiffs and Credit Suisse entered into
stipulations in connection with the transfer of the five cases.
Under the stipulations, the parties agreed that the record on
remand in the Arizona and New Jersey cases should only include
the docket entries from the multi-district litigation identified
in the exhibits accompanying the stipulations.

Full-text copies of the stipulations and the exhibits are
available without charge at:

  http://bankrupt.com/misc/NatC_StipArizona&Credit.pdf
  http://bankrupt.com/misc/NatC_StipArizona&CreditExhibit.pdf
  http://bankrupt.com/misc/NatC_StipLloyds&Credit.pdf
  http://bankrupt.com/misc/NatC_StipLloyds&CreditExhibit.pdf

           Pharos Asks Court to Deny Credit Suisse's
                   Bid for Summary Judgment

In a related development, Pharos Capital Partners L.P. asked the
Ohio District Court to deny Credit Suisse's motion for summary
judgment on its claims against the Swiss Bank.

Credit Suisse filed court papers in support of its motion where it
cited a decision recently issued by a New York appellate court in
the case filed by HSH Nordbank AG against UBS AG.

The appellate court's order dismissed the fraud claim asserted by
HSH Nordbank for its failure to establish justifiable reliance as
required under New York law based on certain disclaimers in
transaction documents.  It also affirmed the dismissal of the
bank's misrepresentation claim for lack of any special
relationship between the bank and UBS.

Citing the decision in the HSH Nordbank case, Credit Suisse
argued that summary judgment should be granted on Pharos' claims
since Pharos cannot establish justifiable reliance as required
under New York law, and cannot establish that it had a special
relationship with the Swiss Bank as a matter of law.

In court papers, Pharos said the HSH Nordbank decision is not
supplemental authority in support of Credit Suisse's motion for
summary judgment because the disclaimers on which the Swiss bank
relies are ineffective under the circumstances.

Pharos pointed out that it is Ohio law, not New York law, which
applies to its fraud and misrepresentation claims against the
Swiss bank.

"Even under New York law, Pharos and Credit Suisse had a
relationship approaching that of privity, pursuant to which a
negligent misrepresentation claim may lie," Pharos said in court
papers.

             Judge Orders Dismissal of Poulsen Case

Meanwhile, Judge Graham ordered the dismissal of a lawsuit filed
by Lance Poulsen, NCFE's former chief executive officer, against
Bank One N.A.

In a May 9, 2012 order, Judge Graham said that between Mr.
Poulsen and the bank, the former is "substantially" responsible
for NCFE's collapse.

"Whatever Bank One's alleged failings might have been, they pale
in comparison to Poulsen's criminal conduct," the federal judge
said.

Mr. Poulsen sued Bank One for allegedly causing the collapse of
NCFE by merging with JPMorgan Chase and by conspiring with
JPMorgan Chase in disclosing the fraud scheme, which allegedly
induced the Federal Bureau of Investigation to shut down the
company.  He also accused Bank One of orchestrating a plot to
implicate him in the fraud scheme.

According to Judge Graham, the allegations do not overcome the
core concern of the in pari delicto doctrine, which is to
"prevent one wrongdoer from recovering from another because each
should bear the consequences of their wrongdoing without legal
recourse against the other."

"Even if Poulsen is in some sense correct that Bank One abandoned
the best interests of [NCFE] as it pursued a partnership with
JPMorgan, Poulsen cannot explain away the fact that [NCFE] under
his direction did indeed commit a massive fraud," the federal
judge said.

"In the criminal proceedings, Poulsen was found beyond a
reasonable doubt to have masterminded a fraudulent scheme that
diverted billions of dollars from [NCFE]," Judge Graham said.

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL CENTURY FIN'L: Poulsens Withdraw NCFE Claims
-----------------------------------------------------
Former National Century Financial Enterprises Inc. Chief Executive
Officer Lance Poulsen and Barbara Lance Poulsen sought and
obtained a court order granting them leave to withdraw their
proofs of claim against the company.

The withdrawn claims include Claim Nos. 352, 694, 697, 887, and
895, which the Poulsens filed in the Chapter 11 cases of NCFE and
its affiliated debtors.

The court order bars the Poulsens from "submitting or resubmitting
other, further or renewed proofs of claim or other claims of any
kind" in connection with NCFE's bankruptcy.

                      About National Century

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL CENTURY FIN'L: VI/XII Trust Files Report for 1st Quarter
-----------------------------------------------------------------

                          Current        Paid to       Balance
                          Quarter        Date          Due
                          -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation         -              -             -
2. Fees for Attorney for
   Trustee                      -              -             -
3. Fee for Attorney for
   Debtor                $434,295    $10,946,954             -
4. Other professionals    146,847      5,703,438             -
5. All expenses,
   including trustee       17,237     12,506,061             -

B. DISTRIBUTIONS:
6. Secured Creditors            -    494,353,519             -
7. Priority Creditors           -              -             -
8. Unsecured Creditors          -              -             -
9. Equity Security
   Holders                      -              -             -
10.Other Payments or
   Transfers            4,190,585     58,472,600             -
                       ----------   ------------    ----------
Total Plan Payments    $4,788,964   $581,982,572             -
                       ==========   ============    ==========

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


NATIONAL CENTURY FIN'L: UAT Files Report for 1st Quarter
--------------------------------------------------------

                          Current        Paid to       Balance
                          Quarter        Date          Due
                          -------        -------       -------
A. FEES AND EXPENSES:
1. Trustee Compensation         -              -             -
2. Fees for Attorney for
   Trustee                      -              -             -
3. Fee for Attorney for
   Debtor                 $47,114    $16,380,128             -
4. Other professionals     37,943     11,955,171             -
5. All expenses,
   including trustee      113,188     24,186,065             -

B. DISTRIBUTIONS:
6. Secured Creditors            -              -             -
7. Priority Creditors           -              -             -
8. Unsecured
   Creditors                    -    208,136,188             -
9. Equity Security
   Holders                      -              -             -
10.Other Payments or
   Transfers                    -              -             -
                       ----------    -----------    ----------
Total Plan Payments      $198,245   $260,657,552             -
                       ==========    ===========    ==========

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets.  The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004.  Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

Bankruptcy Creditors' Service, Inc., publishes NATIONAL CENTURY
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc. and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


NEBRASKA BOOK: To Seek Nod of Reorganization Plan on May 30
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Nebraska Book Co. will seek confirmation May 30 of a
reorganization plan financed in part with a new $80 million term
loan.

The plan will give the new stock plus a new $100 million second-
lien note to holders of the existing $200 million in second-lien
debt, for a projected 81% recovery.  The plan gained support from
holders of subordinated debt after second-lien noteholders
improved the junior creditors' treatment.  Holders of subordinated
debt and general unsecured creditors are to receive an improved
package of warrants or cash of equivalent value.  Existing
shareholders and holders of $77 million in notes issued by the
holding company are to receive nothing.

Mr. Rochelle notes that Nebraska Book almost had a second
reorganization plan scuttled as a result of lenders' reluctance to
fund an emergence from Chapter 11.  The commitment for the loan
was based on projections that earnings before interest, taxes,
depreciation and amortization for the year ended March 31 would be
in the range of $40 million to $43 million.  Ebitda ended up being
$39 million.  On hearing the news, the primary lender on the new
loan said that missing the target was a material adverse change
allowing a termination of the commitment.  Although Nebraska Book
didn't agree that the MAC clause was violated, the company agreed
to pay a fee of 4% of the commitment for waiver of the covenant
violation.  The company quickly arranged a hearing for May 25 in
U.S. Bankruptcy Court in Delaware for approval of an amendment to
the commitment and payment of the fee.

There being no objection, the bankruptcy judge extended Nebraska
Book's exclusive right to propose a plan until July 23, according
to the Bloomberg report.

                        About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book has been unable to confirm a pre-packaged Chapter 11
plan that would have swapped some of the existing debt for new
debt, cash and the new stock, due to an inability to secure
$250 million in exit financing.

The company has a confirmation hearing scheduled on May 30 for
approval of a revised reorganization plan.  The plan gives the new
stock plus a new $100 million second-lien note to holders of the
existing $200 million in second-lien debt, for a projected 81
percent recovery.


NEW LEAF: Delays Form 10-Q for First Quarter
--------------------------------------------
New Leaf Brands, Inc., informed the U.S. Securities and Exchange
Commission that it requires additional time to complete the
review of the Company's financial statements in order to complete
the 10-Q for the period ended March 31, 2012, prior to filing.

                       About New Leaf Brands

Old Tappan, New Jersey-based New Leaf Brands, Inc., develops,
markets and distributes healthy and functional ready-to-drink
("RTD") beverages.  The Company distributes its products through
independent distributors both internationally and domestically.

For the nine months ended Sept. 30, 2011, the Company reported a
net loss of $4.82 million on $1.47 million of net sales, compared
with a net loss of $7.18 million on $3.67 million of net sales for
the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $3.03
million in total assets, $5.83 million in total liabilities and a
$2.80 million total stockholders' deficit.

As reported by the TCR on June 2, 2011, Eisner Amper LLP, in New
York, N.Y., expressed substantial doubt about the Company's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2010.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has a working capital deficiency, was not in
compliance with certain financial covenants related to debt
agreements, and has a significant amount of debt maturing in 2011.


NEW YORK RACING: Law Firm Seeks $2 Million for Unpaid Work
----------------------------------------------------------
James M. Odato at timesunion.com reports the former integrity
counsel for the New York Racing Association, the Manhattan firm
Getnick & Getnick, is seeking $2 million for at least 16 months of
work.  The firm said it was illegally fired while compiling an
investigative report on the association.

According to the report, Getnick said in bankruptcy court filings
it did not bill NYRA because it wanted to preserve independence
even though the association had breached its contract by not
cooperating with Getnick lawyers.  The firm worked without pay to
try to shore up NYRA practices, such as securing horses before
races and making sure it avoided questionable betting companies.

The report relates the firm, which was under a five-year contract
paying $125,000 monthly, said it has wanted to deliver its 36-page
report with 65 exhibits to state investigators.  NYRA has refused
to waive its client-attorney privilege, blocking Getnick from
sharing its findings.

According to the report, the revelations by Mr. Getnick's firm
surface as NYRA is forced to forfeit private control of its board
for the next three years under pressure from Gov. Andrew Cuomo.
The public control plan follows an interim report from state
investigators that claimed NYRA's top executives knew about
millions of dollars in excessive commissions unlawfully charged
bettors for 15 months.  It was stopped by state regulators at the
end of last year.

                           About NYRA

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The Company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq. -- igoldstein@dl.com -- at Dewey
Ballantine LLP, nka Dewey & Leboeuf LLP, represented the Debtor in
its restructuring efforts.  The Garden City Group Inc.  served as
the Debtor's claims and noticing agent.  The U.S. Trustee for
Region 2 appointed an Official Committee of Unsecured Creditors.
Edward M. Fox, Esq., Eric T. Moser, Esq., and Jeffrey N. Rich,
Esq., at Kirkpatrick & Lockhart Preston Gates Ellis LLP, nka K&L
Gates LLP, represented the Committee.  When the Debtor sought
protection from its creditors, it listed assets of $153 million
and debts of $310 million.  NYRA's Modified Third Amended Plan was
confirmed on April 28, 2008.


NINALITA MANAGEMENT: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Chris Bagley, staff writer at Triangle Business Journal, reports
that Ninalita Management LLC and Ninalita Trucking LLC have filed
for Chapter 11 bankruptcy reorganization.

According to the report, one filing showed PNC Bank as the
management company's largest creditor, with a $350,000 unsecured
claim. That company listed $300,000 in other unsecured claims.

The report relates the trucking company listed its liabilities in
the $1 million to $10 million range.  The Debtors are required to
file more detailed financial information within a few weeks of
their initial filings.

Ninalita Management LLC and Ninalita Trucking LLC operates
management company overseeing OTR Trucking Company.


NPS PHARMACEUTICALS: Eight Directors Elected at Annual Meeting
--------------------------------------------------------------
NPS Pharmaceuticals, Inc., held its 2012 annual meeting of
stockholders on May 16, 2012.  The shareholders elected eight
directors, namely:

   (1) Michael W. Bonney, B.A.;
   (2) Colin Broom, M.D.;
   (3) Georges Gemayel, Ph.D.;
   (4) Pedro Granadillo, B.S.;
   (5) James G. Groninger, M.B.A.;
   (6) Francois Nader, M.D., M.B.A.;
   (7) Rachel R. Selisker, CPA; and
   (8) Peter G. Tombros, M.S., M.B.A..

The advisory vote to approve the compensation of the Company's
named executive officers was approved and the appointment of KPMG
LLP as the Company's independent registered public accounting firm
for the fiscal year ending Dec. 31, 2012, was ratified.

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS reported a net loss of $36.26 million in 2011, a net loss of
$31.44 million in 2010 and a net loss of $17.86 million in 2009.

The Company's balance sheet at March 31, 2012, showed $183.32
million in total assets, $237.70 million in total liabilities and
a $54.38 million total stockholders' deficit.

OTTILIO PROPERTIES: Status Conference Set for June 12
-----------------------------------------------------
The Bankruptcy Court will hold a Status Conference in the Chapter
11 case of Ottilio Properties, LLC, on June 12, 2012 at 10:00 AM
at MS - Courtroom 3A, Newark.

Totowa, New Jersey-based Ottilio Properties LLC filed a bare-bones
Chapter 11 petition (Bankr. D. N.J. Case No.  12-22318) in Newark
on May 11, 2012.  The Debtor estimated assets of up to $50 million
and debt of up to $10 million in its Chapter 11 petition.

According to NorthJersey.com, Otillo Properties owns the Ottilio
Building at 555 Preakness Avenue.  The building, built in the
1960s, is a well-known architectural oddity in Totowa. The
building was erected by demolition contractor Carmen Ottilio, who
adorned the lobby with stone fixtures from the old Paramount
Theater in Manhattan and installed at the entrance a 20-foot-high
wrought-iron gate, salvaged from the Vatican pavilion at the 1964
New York World's Fair.

Ottilio Properties first filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 11-34641) on Aug. 18, 2011.  But in December 2011,
Valley National Bank successfully won dismissal of the case
arguing that the filing was made in bad faith, as it was a
desperate effort to delay a foreclosure sale.  The Hon. Morris
Stern dismissed the 2011 case.

Judge Stern has been assigned to the new case.  Kenneth J.
Rosellini, Esq., serves as the Debtor's counsel.  The petition was
signed by Anthony V. Ottilio, managing member.


OTTILIO PROPERTIES: Sec. 341(a) Creditors Meeting Set for June 13
-----------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a Meeting of Creditors
under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Ottilio
Properties LLC on June 13, 2012, at 10:00 a.m. at Suite 1401, One
Newark Center.

Proofs of claim are due by Sept. 11, 2012.

Totowa, New Jersey-based Ottilio Properties LLC filed a bare-bones
Chapter 11 petition (Bankr. D. N.J. Case No.  12-22318) in Newark
on May 11, 2012.  The Debtor estimated assets of up to $50 million
and debt of up to $10 million in its Chapter 11 petition.

According to NorthJersey.com, Otillo Properties owns the Ottilio
Building at 555 Preakness Avenue.  The building, built in the
1960s, is a well-known architectural oddity in Totowa. The
building was erected by demolition contractor Carmen Ottilio, who
adorned the lobby with stone fixtures from the old Paramount
Theater in Manhattan and installed at the entrance a 20-foot-high
wrought-iron gate, salvaged from the Vatican pavilion at the 1964
New York World's Fair.

Ottilio Properties first filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 11-34641) on Aug. 18, 2011.  But in December 2011,
Valley National Bank successfully won dismissal of the case
arguing that the filing was made in bad faith, as it was a
desperate effort to delay a foreclosure sale.  The Hon. Morris
Stern dismissed the 2011 case.

Judge Stern has been assigned to the new case.  Kenneth J.
Rosellini, Esq., serves as the Debtor's counsel.  The petition was
signed by Anthony V. Ottilio, managing member.


PATRIOT NATIONAL: Files Form 10-Q, Posts $546,000 Income in Q1
--------------------------------------------------------------
Patriot National Bancorp, Inc., reported net income of $546,000 on
$7.18 million of total interest and dividend income for the three
months ended March 31, 2012, compared with a net loss of $8.98
million on $7.36 million of total interest and dividend income for
the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $671.12
million in total assets, $619.89 million in total liabilities and
$51.23 million in total stockholders' equity.

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

                        http://is.gd/51Wrkd

                   About Patriot National Bancorp

Stamford, Conn.-based Patriot National Bancorp, Inc. (NASDAQ:
PNBK) is the parent company of Patriot National Bank, a national
banking association headquartered in Stamford, Fairfield County,
in Connecticut.  Patriot National Bank has 19 full service
branches, 16 in Connecticut and three in New York.


PENN CAMERA: Has Until June 15 to Challenge Camera Makers' Claims
-----------------------------------------------------------------
Bankruptcy Judge Paul Mannes signed off on a stipulation extending
to June 15, 2012, Penn Camera Exchange Inc.'s deadline to file
objections to reclamation claims under 11 U.S.C. Section 503(b)(9)
filed by its two largest vendors, Canon U.S.A., Inc., and Nikon
Inc.  Canon submitted a Section 503(b)(9) claim for $551,587.
Nikon submitted a Section 503(b)(9) claim for $445,795.  The
objection deadline has been extended several times, the latest
from May 7 to May 30.

A copy of the May 23, 2012 Stipulation and Consent Order is
available at http://is.gd/Al0Tzcfrom Leagle.com.

Paul Rubin, Esq. -- prubin@herrick.com -- at HERRICK, FEINSTEIN
LLP, in New York, represents Canon U.S.A., Inc.

Daniel Lubell, Esq. -- lubell2@HughesHubbard.com -- at HUGHES
HUBBARD & REED LLP, in New York, argues for Nikon Inc.

                     About Penn Camera Exchange

Founded in 1953, Penn Camera Exchange, Inc. --
http://www.penncameras.com/-- was known for its wide selection of
photography equipment, classes and technicians.  Based in
Beltsville, Maryland, Penn Camera filed for Chapter 11 bankruptcy
(Bankr. D. Md. Case No. 12-10113) on Jan. 4, 2012.  Judge Paul
Mannes presides over the case.  Nelson C. Cohen, Esq., at
Zuckerman Spaeder LLP, serves as the Debtor's counsel.  Penn
Camera scheduled assets of $4,050,487 and liabilities of
$4,402,910.  The petition was signed by Jeffrey Zweig, president.

On Jan. 9, 2012, the United States Trustee appointed an official
committee of unsecured creditors.  Michael J. Lichtenstein, Esq.,
at Shulman, Rodgers, Gandal, Pordy & Ecker, P.A., represents the
Committee.

Penn Camera closed five of its stores around Washington before the
Chapter 11 filing.  It sold the inventory in the remaining three
stores in bankruptcy court-sanctioned going-out-of-business sales
ran by Great American Group.  The agreement called for Great
American to receive a fee of 5% of gross inventory sales and 25%
of fixtures.

Calumet Photographic Inc. assumed the assets and leases for the
three locations for $600,000. Calumet would continue to operate
under the Penn Camera banner.  The purchase price includes
$250,000 in cash at closing and a $350,000 promissory note due in
six months. The buyer has also assumed up to $100,000 of gift card
liability.


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

Moody's current ratings on Pioneer Natural Resources Company are:

LT Corporate Family Ratings (domestic currency) Rating of Ba1

Probability of Default Rating of Ba1

Senior Unsecured (domestic currency) Rating of Ba1

Senior Unsecured Shelf (domestic currency) Rating of (P)Ba1

Subordinate Shelf (domestic currency) Rating of (P)Ba2

Preferred Shelf (domestic currency) Rating of (P)Ba3

LGD Senior Unsecured (domestic currency) Assessment of 53 - LGD4

BACKED Senior Unsecured Shelf (domestic currency) Rating of (P)Ba1

BACKED Senior Subordinate Shelf (domestic currency) Rating of
(P)Ba2

BACKED Subordinate Shelf (domestic currency) Rating of (P)Ba2

BACKED Preferred Shelf (domestic currency) Rating of (P)Ba2

LGD BACKED Pref. Shelf (domestic currency) Assessment of 97 - LGD6

RATINGS RATIONALE

Pioneer's Ba1 Corporate Family Rating (CFR) is supported by its
long-lived asset base and growing production, adequate liquidity,
and by an expectation that the company will maintain a competitive
cost structure and more conservative financial policies, leading
to reduced leverage. Pioneer has executed a major portfolio
transition to a lower risk asset base. The company's $1.1 billion
joint venture with Reliance Industries Limited should also help it
exploit its reserve growth potential in the Eagle Ford shale and
reduce costs. However, the ratings are limited by Pioneer's need
to demonstrate sustainable production growth trends, improvements
in its cost structure, and reduced financial leverage. While
leverage is on an improving trend, Pioneer's aggressive production
targets for upcoming years could cause the company to outspend
cashflow to fund its required growth capital.

The principal methodology used in rating Pioneer Natural Resources
Company 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.


PLAINS EXPLORATION: Moody's Issues Summary Credit Opinion
---------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Plains Exploration & Production Company and includes certain
regulatory disclosures regarding its ratings. The release does not
constitute any change in Moody's ratings or rating rationale for
Plains Exploration & Production Company.

Moody's current ratings on Plains Exploration & Production Company
are:

LT Corporate Family Ratings (domestic currency) Rating of Ba3

Probability of Default Rating of Ba3

Speculative Grade Liquidity Rating of SGL-2

Senior Unsecured (domestic currency) Rating of B1

LGD Senior Unsecured (domestic currency) Assessment of 65 - LGD4

BACKED Senior Unsecured Shelf (domestic currency) Rating of (P)B1

BACKED Subordinate Shelf (domestic currency) Rating of (P)B3

RATINGS RATIONALE

PXP's Ba3 Corporate Family Rating (CFR) reflects the weight of
high leverage, although the November 2011 revision of PXP's
outlook to stable from negative reflects the series of measures
the company is currently undertaking to reduce debt, lower
interest costs and provide funding for near term capital expense.
Additional factors reflected in its rating are the company's
focused asset portfolio which has become increasingly weighted to
oil, high but declining finding and development costs (F&D), and
its scale and attractive organic growth prospects.

November 2011's asset sale agreement, which will generate $785
million cash proceeds upon their expected December closing, and
the company's $1.0 billion debt issue will provide the funding for
cash tender offers for up to $1,665 million of the company's
outstanding debt (with any residual amounts available to reduce
revolver borrowings) while achieving the aforementioned objective
of reducing interest costs and extending debt maturities.
Moreover, by selling the gas rich Texas properties and directing a
greater proportion of its capital spending to its oil weighted
assets, PXP will also further its objective of accelerating the
redirection of its oil and gas output to higher margin liquids
production. High debt levels have been a function of PXP's
outspending its cash flow as it pursues a growth strategy and the
redirection of its production towards oil. However, the company
could approach cash flow break-even in 2013, assisted in part by
the $450 million of capital raised through the sale of a 20%
interest in newly established (October 2011 announcement)
subsidiary Plains Offshore Operations, Inc (POI), which will hold
the company's deepwater Gulf of Mexico assets. Also of note, by
forming POI and monetizing 20% of the subsidiary, PXP has
established a $2.25 billion notional value for its deepwater Gulf
assets.

The principal methodology used in rating Plains 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.


PRODUCT DEVELOPMENT: 10th Cir. Resolves Ownership Dispute
---------------------------------------------------------
The U.S. Court of Appeals for the Tenth Circuit ruled on a dispute
over majority ownership of Product Development Group, Inc., a
Kansas corporation.  In the appeal, NANCY JONES, Executrix of the
Estate of Gomer Jones, deceased, Plaintiff-Appellant, v. THE
ESTATE OF LYNN COLE, Defendant-Appellee, No. 11-3137 (10th Cir.),
the parties agree there was a purchase agreement and a bill of
sale for Lynn Cole to buy 52% of PDG stock from Gomer Jones, but
they dispute whether the stock was transferred to Mr. Cole.  The
Tenth Circuit agrees with the district court that equitable
estoppel prevents Mr. Jones's estate from contesting Mr. Cole's
ownership.  The Appeals Court also affirmed the district court's
denial of a new trial motion.

On June 25, 1984, Mr. Jones, then the president and owner of PDG,
signed an agreement to sell 52% of the stock in PDG to Mr. Cole as
part of PDG's Chapter 11 bankruptcy proceedings.  On April 20,
1993, a bankruptcy judge signed an Order for Final Decree in the
PDG bankruptcy case after the bankrupt estate had been fully
administered.

Mr. Jones died in 1993.  Nancy Jones -- his daughter, the
executrix of his estate, and a former PDG employee -- brought the
lawsuit in 2008 against Mr. Cole.

Ms. Jones, acting as executrix of her father's estate, brought a
declaratory judgment action against Mr. Cole in 2008.  She alleged
that Mr. Jones's estate was the true owner of the stock that Mr.
Cole had claimed for approximately 24 years.  She claimed that the
stock had never been properly transferred to Mr. Cole and that the
statute of limitations now precluded Mr. Cole from enforcing his
contract rights.  Mr. Cole answered that all elements of the stock
purchase agreement had been performed, the stock had been actually
or constructively transferred, and the doctrines of equitable
estoppel and laches precluded Ms. Jones from attacking his
ownership of the stock.

Mr. Cole died in 2009.  His estate was substituted as a party.

The district court held that (1) constructive transfer of the
stock occurred; (2) the Jones estate is equitably estopped from
contesting Mr. Cole's ownership of PDG; (3) laches prevents the
Jones estate from contesting ownership; and (4) a new trial was
not warranted by newly discovered evidence or lack of evidentiary
support for the judgment.

"We reject Ms. Jones's argument that the district court should not
have relied on equitable estoppel because Mr. Cole should have
exercised greater diligence in ensuring the stock actually
transferred. Given the terms of the purchase agreement, his
unfettered control of the company, and the absence of any evidence
that Mr. Cole's ownership was challenged until this lawsuit, Mr.
Cole reasonably believed that he owned the stock," said Circuit
Judge Scott M. Matheson, Jr., who wrote the opinion.

A copy of the Tenth Circuit's May 25, 2012 Order and Judgment is
available at http://is.gd/kCyJLkfrom Leagle.com.


PROVIDENT COMMUNITY: R. Smart and P. Wilkins Elected to Board
-------------------------------------------------------------
The annual meeting of the stockholders of Provident Community
Bancshares, Inc., was held on May 16, 2012.  Russell H. Smart and
Philip C. Wilkins were elected as directors, each for a three-year
term.  The non-binding resolution to approve the compensation of
the named executive officers was approved by the stockholders.
The appointment of Elliott Davis, LLC, as independent registered
public accounting firm for the fiscal year ending Dec. 31, 2012,
was also ratified by the stockholders.

                      About Provident Community

Rock Hill, South Carolina-based Provident Community Bancshares,
Inc., is the bank holding company for Provident Community Bank,
N.A. (the "Bank").  Provident Community Bancshares has no material
assets or liabilities other than its investment in the Bank.
Provident Community Bancshares' business activity primarily
consists of directing the activities of the Bank.

The Bank's operations are conducted through its main office in
Rock Hill, South Carolina and seven full-service banking centers,
all of which are located in the upstate area of South Carolina.
The Bank is regulated by the Office of the Comptroller of the
Currency (the "OCC"), is a member of the Federal Home Loan Bank of
Atlanta (the "FHLB") and its deposits are insured up to applicable
limits by the Federal Deposit Insurance Corporation (the "FDIC").
Provident Community Bancshares is subject to regulation by the
Federal Reserve Board (the "FRB").

The Company reported a net loss of $190,000 on net interest income
of $8.5 million for 2011, compared with a net loss of $13.8
million on net interest income of $8.4 million for 2010.  Total
non-interest income was $3.3 million for 2011, as compared to $3.5
million for 2010.

The Company's balance sheet at March 31, 2012, showed $375.39
million in total assets, $363.61 million in total liabilities and
$11.78 million in total shareholders' equity.

                           Consent Order

On Dec. 21, 2010, Provident Community Bank, N.A. entered into a
stipulation and consent to the issuance of a consent order with
the Office of the Comptroller of the Currency.

At Dec. 31, 2011, the Bank met each of the capital requirements
required by regulations, but was not in compliance with the
capital requirements imposed by the OCC in its Consent order.

The Bank is required by the consent order to maintain Tier 1
capital at least equal to 8% of adjusted total assets and total
capital of at least 12% of risk-weighted assets.  However, so long
as the Bank is subject to the enforcement action executed with the
OCC on Dec. 21, 2010, it will not be deemed to be well-capitalized
even if it maintains the minimum capital ratios to be well-
capitalized.  At Dec. 31, 2011, the Bank did not meet the higher
capital requirements required by the consent order and is
evaluating alternatives to increase capital.


QUAMTEL INC: Incurs $2.6 Million Net Loss in First Quarter
----------------------------------------------------------
Quamtel, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.63 million on $653,380 of revenue for the three months ended
March 31, 2012, compared with a net loss of $679,090 on $428,010
of revenue for the same period during the prior year.

The Company reported a net loss of $4.49 million on $1.93 million
of revenues for 2011, compared with a net loss of $10.05 million
on $2.18 million of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed $1.63
million in total assets, $3.41 million in total liabilities and a
$1.78 million total shareholders' deficiency.

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

                        http://is.gd/zK7zHf

                         About Quamtel Inc.

Dallas, Texas-based Quamtel, Inc., is a communications company
offering, through its subsidiaries, a comprehensive range of
mobile broadband and communications products and services that are
designed to meet the needs of individual consumers, businesses,
government subscribers and resellers.  The Company's common stock
trades on the OTC Bulletin Board (OTC BB) under the symbol "QUMI."

In its report on the 2011 financial statements, RBSM LLP, in New
York, New York, expressed substantial doubt about Quamtel's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
in the current year and also in the past.


REAL ESTATE ASSOCIATES: Has No Remaining Investment in Birch
------------------------------------------------------------
Real Estate Associates Limited VII holds a 99.56% limited
partnership interest in Birch Manor Apartments Phase II Ltd., an
Ohio limited partnership.  On May 16, 2012, Birch Manor II sold
its investment property to The Orlean Company, an Ohio
Corporation, in exchange for (i) full satisfaction of the non-
recourse note payable due to an affiliate of the Purchaser, (ii)
the assumption of the outstanding mortgage loan encumbering the
property, and (iii) the sum of one dollar.  Real Estate Associates
did not receive any proceeds from the sale.  Real Estate
Associates had no investment balance remaining in Birch Manor II
at March 31, 2012.

                    About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On February 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The Partnership will be dissolved only upon the expiration of 50
complete calendar years -- December 31, 2033 -- from the date of
the formation of the Partnership or the occurrence of various
other events as specified in the Partnership agreement.  The
principal business of the Partnership is to invest, directly or
indirectly, in other limited partnerships which own or lease and
operate Federal, state and local government-assisted housing
projects.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

The Partnership holds limited partnership interests in 11 local
limited partnerships as of both March 31, 2010, and December 31,
2009.  The Partnership also holds a general partner interest in
Real Estate Associates IV, which, in turn, holds limited
partnership interests in nine additional Local Limited
Partnerships; therefore, the Partnership holds interests, either
directly or indirectly through REA IV, in twenty (20) Local
Limited Partnerships.  The general partner of REA IV is NAPICO.
The Local Limited Partnerships own residential low income rental
projects consisting of 1,387 apartment units at both March 31,
2010, and December 31, 2009.  The mortgage loans of these projects
are payable to or insured by various governmental agencies.

The Partnership reported a net loss of $861,000 on $0 of revenue
in 2011, compared with net income of $171,000 on $0 of revenue in
2010.

The Partnership's balance sheet at March 31, 2012, showed $1.16
million in total assets, $21.51 million in total liabilities and a
$20.35 million total partners' deficit.

"The Partnership continues to generate recurring operating losses.
In addition, the Partnership is in default on notes payable and
related accrued interest payable that matured between December
1999 and January 2012.  As a result, there is substantial doubt
about the Partnership's ability to continue as a going concern."

After auditing the 2011 resullts, Ernst & Young LLP, in
Greenville, South Carolina, expressed substantial doubt about the
Partnership's ability to continue as a going concern.  The
independent auditors noted that the Partnership continues to
generate recurring operating losses.  In addition, notes payable
and related accrued interest totalling $16.2 million are in
default due to non-payment.


REDDY ICE: Incurs $44.3 Million Net Loss in First Quarter
---------------------------------------------------------
Reddy Ice Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $44.34 million on $44.28 million of revenue for the
three months ended March 31, 2012, compared with a net loss of
$39.10 million on $40.75 million of revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2012, showed
$414.68 million in total assets, $555.44 million in total
liabilities and a $140.76 million total stockholders' deficit.

As a result of the ongoing restructuring transactions, the Company
recognized $0.6 million of restructuring costs and $3.8 million of
reorganization costs in the first quarter of 2012.  Furthermore,
during the first quarter of 2012 the Company recorded $2.5 million
of expense for costs incurred in connection with refinancing
activities related to debt agreements intended to preserve the
Company's liquidity position that will no longer be consummated.
No such costs were incurred in the first quarter of 2011.

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

                        http://is.gd/CWSpkO

                          About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling
$434 million and total liabilities of $531 million.  The bulk of
the liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.  A hearing to approve the Disclosure
Statement and confirm the Plan has been set for May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.

The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division confirmed the first amended joint plan of
reorganization of the Company and its direct subsidiary, Reddy Ice
Corporation.  The Company currently expects to emerge from Chapter
11 in late May 2012 after the conditions to effectiveness of the
Plan are satisfied.


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

Moody's current ratings on Regency Energy Partners LP 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 Unsec. Shelf (domestic currency) Rating of (P)B1

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

BACKED Senior Unsecured (domestic currency) Rating of B1

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

Regency Energy Finance Corp.

Senior Unsecured Shelf (domestic currency) Rating of (P)B1

RATINGS RATIONALE

Regency's Ba3 Corporate Family Rating reflects its size and scale,
with both business and geographic diversification and increasing
fee-based income from recent expansions and acquisitions. The Ba3
rating also considers Regency's rapid growth and evolving business
mix profile, the financial risks associated with its growth
projects, and increased structural complexity. Given the risks
associated with the MLP business model, the Ba3 rating is
supported by Regency's track record to date in issuing equity and
management's commitment to accessing equity to fund acquisition-
led growth. Regency's Ba3 rating also factors in its ownership by
Energy Transfer Equity - a significant midstream player, but also
one with elevated consolidated leverage that looks to Regency to
help fund its own distributions and debt obligations

The principal methodology used in rating Regency Energy Partners
LP 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.


RENEGADE HOLDINGS: State Attorneys Balk at Exit Plan
----------------------------------------------------
Richard Craver at Winston-Salem Journal reports a group of state
attorneys general have detailed their objections to the proposed
bankruptcy exit plan filed Jan. 30 by Peter Tourtellot, the
bankruptcy trustee for Renegade Holdings Inc., Renegade Tobacco
Co. and Alternative Brands Inc.

The report notes an escrow dispute involving the National
Association of Attorneys General, representing North Carolina and
15 other states, has been a big legal hurdle for Renegade's plan.
according to the report, the group's objection will be heard at
9:30 a.m. June 5 at the U.S. Bankruptcy Court in Greensboro.  The
exit plan also could be heard at that time.

According to the report, the plan calls for the companies'
financial obligations to be paid within four years of their exit.
There would be new equity created for the companies that Mr.
Tourtellot would control until the equity is sold to investors or
distributed to key company managers.  Under the plan, Calvin
Phelps would be removed as owner and barred from any investor and
operational role.  Mr. Phelps is expected to plead guilty June 14
to three unidentified criminal charges in the U.S. District Court
for the Northern District of Mississippi.

According to the report, the group said the plan "omits essential
information about how the reorganized debtors would be owned,
managed and controlled, how the creditor fund will be funded, how
much and when payments would be made from the creditor fund, and
how assets currently in the estate will be used post-confirmation
for the benefit of creditors."

The report adds the group said several classes of unsecured
creditors are unlikely to be paid in full, or possibly not paid at
all.  The attorneys general contend Renegade Holdings owes them a
delinquent escrow amount of $16.7 million.  Mr. Tourtellot said in
the plan that the amount is $7.93 million.  The states are listed
as the first priority of the creditors' fund once federal and
state excise taxes of about $870,000 are paid.

The report also relates the group said the auctions of the Chinqua
Penn Plantation artifacts and furnishings, as well as some assets
of Mr. Phelps, could significantly affect the finances of the exit
plan.  About $3.6 million was raised from the auctions.  The net
proceeds will go toward creditors and administrative charges owed
by the manufacturers.

                      About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.


RESIDENTIAL CAPITAL: Proposes to Pay Prepetition Taxes & Fees
-------------------------------------------------------------
Before the Petition Date, Residential Capital LLC and its
affiliates incurred taxes and related obligations to certain
federal, state, and local governmental entities.  Although as of
the Petition Date the Debtors were substantially current in the
payment of assessed and undisputed taxes and fees, certain taxes
and regulatory fees attributable to the prepetition period were
not yet due.  In fact, certain Taxes and Regulatory Fees for the
2011 to 2012 tax years will not be due and payable until the
applicable monthly, quarterly, or annual payment due dates.

Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New
York, asserts that the Taxes and Regulatory Fees at issue are
appropriate for payment to the extent that they are priority or
secured claims that are payable in full or, under the trust fund
theory or on the basis of administrative convenience.  Moreover,
payment of the Taxes and Regulatory Fees is necessary because the
Debtors are continuing as debtors-in-possession and continuing
the operation of their loan origination and servicing businesses,
he avers.

Against this backdrop, the Debtors seek the Court's permission to
pay prepetition Taxes and Regulatory Fees in the aggregate amount
of $1,250,000.

A breakdown of Taxes and Regulatory Fees is available for free
at http://bankrupt.com/misc/ResCap_PrepTaxesandFees.pdf

Under the interim order, the Debtors seek to pay only those
prepetition amounts that are due and payable from the Petition
Date through the date of the final hearing on the Debtors'
Motion.  Of this prepetition amount, (i) approximately
$1,005,000 relates to Taxes, and (ii) approximately $245,000
relates to Regulatory Fees.  If the Debtors do not renew their
licenses, then they may not be liable for all or part of the
Regulatory Fees.  Thus, the amount eventually paid by the Debtors
may be less than the estimated $1,250,000.

Moreover, the Debtors seek the Court's permission to reimburse
Ally Financial Inc. for taxes and regulatory fees that AFI pays
on their behalf before the Petition Date as well as those paid by
AFI postpetition because:

  (i) the Debtors intend for AFI to continue paying certain
      Taxes and Regulatory Fees under AFI's Corporate Credit
      Card program and the Tax Sharing Agreement among AFI, the
      Debtors and non-debtor affiliates during the course of
      these Chapter 11 cases;

(ii) certain of these payments are postpetition obligations
      that would be administrative expense claims, payable in
      full; and

(iii) pursuant to the Debtors' DIP Financing Facility, the
      Debtors are permitted to make the payments to AFI only if
      those payments are approved by the Court in "first day" or
      "second day".

Specifically, the Debtors seek to make payments to AFI of
approximately $3,000,000 related to prepetition amounts, plus
postpetition amounts that accrue in the ordinary course of
business.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Schedules Deadline Extended to June 30
-----------------------------------------------------------
The Bankruptcy Court extended the deadline by which Residential
Capital LLC and its affiliates must file their schedules of assets
and liabilities, and statements of financial affairs, through and
including June 30, 2012.

The extension will be without prejudice to the Debtors' right to
seek additional extensions, or to seek a waiver of the requirement
to file Schedules and Statements.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RIVER CANYON: Seeks Approval of $1.5-Million Lazarus DIP Loan
-------------------------------------------------------------
River Canyon Real Estate Investments, LLC, seeks Court approval of
a $1.5 million postpetition credit facility from Lazarus
Investments, LLC, to fund operations during the Chapter 11 case.

River Canyon seeks authority to borrow up to $343,000 on an
interim basis.

According to papers filed by the Debtor in Court, the members of
Lazarus are affiliated with River Canyon, and their decision to
provide the DIP facility evidences their continued commitment to
the Ravenna project, its creditors, homeowners, lot owners, and
Club Members.

Absent an Event of Default, outstanding obligations under the
Lending Agreement will accrue interest at 14%.  Following
an Event of Default, the interest rate for the outstanding
obligations will be increased to 16%.

The loan will mature on the earliest of (a) the date a
confirmation order is entered confirming a Plan of Reorganization
in the Debtor's Chapter 11 case; (b) the date the loan is
accelerated after an Event of Default; (c) the date the Debtor's
Chapter 11 case is converted to a Chapter 7 case or dismissed; or
(d) one year after the date of the Loan.

Pursuant to the credit agreement, Lazarus will receive (a)
superpriority status over any and all other administrative
expenses; and (b) a valid, perfected, enforceable and nonavoidable
first priority lien in all of the Debtor's right, title and
interest in and to an Advance and Reimbursement Agreement for
Capital Advances By and Between Ravenna Metropolitan District and
River Canyon Real Estate Investments, LLC, and the promissory note
issued pursuant thereto and designated as the "Ravenna
Metropolitan District General Obligation Subordinate Promissory
Note, Series 2009A" in the aggregate principal amount of
$7,000,000.

The DIP liens will be subject to a carve-out for all fees required
to be paid to the Clerk of the Bankruptcy Court and to the Office
of the United States Trustee under 28 U.S.C. Sec. 1930(a) plus
interest at the statutory rate.

            About River Canyon Real Estate Investments

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.

River Canyon filed a Chapter 11 petition (Bankr. D. Colo. Case No.
12-20763) on May 23, 2012, in Denver as part of its settlement
negotiations with lender Beal Bank Nevada, and to preserve the
value of its assets.

At the behest of Beal Bank, Cordes & Company was named, effective
Oct. 15, 2010, as receiver for the 643-acre real estate
development with golf course in Douglas County, Colorado.

The Debtor disclosed assets of $19.7 million and liabilities of
$45.3 million in its schedules.  The property and golf course are
estimated to be worth $11 million, and secures a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  The Debtor is
represented by David Wadsworth, Esq., at Harvey Sender, Esq., in
Sender Wasserman, in Denver.

Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick own most of
the Debtor.  Mr. Jacks, which has a 12.8% membership interest,
signed the Chapter 11 petition.


RIVER CANYON: Wants Receiver to Turn Over Property
--------------------------------------------------
River Canyon Real Estate Investments, LLC, asks the Bankruptcy
Court to compel Cordes & Company, the receiver of the Debtor's
assets, to immediately turn over the Debtor's property and file an
accounting report.

The Receiver has been custodian of River Canyon's assets since
Oct. 15, 2010, pursuant to the order entered by the Douglas County
District Court.

During the chapter 11 case, River Canyon intends to resume
management of the Ravenna project and golf facilities, as well as
operations of the golf club.  River Canyon requires the immediate
return of all of its assets to effectuate this management
objective.

            About River Canyon Real Estate Investments

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.

River Canyon filed a Chapter 11 petition (Bankr. D. Colo. Case No.
12-20763) on May 23, 2012, in Denver as part of its settlement
negotiations with lender Beal Bank Nevada, and to preserve the
value of its assets.

At the behest of Beal Bank, Cordes & Company was named, effective
Oct. 15, 2010, as receiver for the 643-acre real estate
development with golf course in Douglas County, Colorado.

The Debtor disclosed assets of $19.7 million and liabilities of
$45.3 million in its schedules.  The property and golf course are
estimated to be worth $11 million, and secures a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  The Debtor is
represented by David Wadsworth, Esq., at Harvey Sender, Esq., in
Sender Wasserman, in Denver.

Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick own most of
the Debtor.  Mr. Jacks, which has a 12.8% membership interest,
signed the Chapter 11 petition.


RIVER CANYON: Hires Sender & Wasserman as Bankruptcy Counsel
------------------------------------------------------------
River Canyon Real Estate Investments, LLC, seeks Bankruptcy Court
permission to employ Sender & Wasserman, P.C., as its Chapter 11
counsel.

David V. Wadsworth, Esq., at Sender & Wasserman, P.C., attests the
firm does not hold or represent any interest adverse to the Debtor
and the bankruptcy estate, and is a "disinterested person" as that
term is defined in 11 U.S.C. Sec. 101(14) of the Bankruptcy Code.

From February 2008 through the Petition Date, Sender & Wasserman
billed the Debtor $47,309 in attorneys' fees and $1,046 in costs.
The firm was paid in full for such fees and costs from the pre-
petition retainer provided the firm.  As of the Petition Date,
Sender & Wasserman was holding $116,519 as balance of the
retainer.

Sender & Wasserman asserts a security interest in the retainer
from the Debtor.  In the event the case is converted to a chapter
7 proceeding, the security interest in the retainer may enable
Sender & Wasserman to receive payment of its fees and expenses to
the extent of the retainer while other administrative expenses
remain unpaid.  Any sums remaining at the close of the
representation will be refunded to the Debtor.  There are no liens
or interests in the retained funds other than the security
interest claimed by Sender & Wasserman.

The professionals' hourly rates for the services are:

          Harvey Sender               $450 per hour
          John B. Wasserman           $450 per hour
          David V. Wadsworth          $325 per hour
          David J. Warner             $240 per hour
          Katherine Swan              $240 per hour
          Gina Ries                   $210 per hour
          Aaron Conrardy              $210 per hour
          Paralegals                  $115 per hour

            About River Canyon Real Estate Investments

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.

River Canyon filed a Chapter 11 petition (Bankr. D. Colo. Case No.
12-20763) on May 23, 2012, in Denver as part of its settlement
negotiations with lender Beal Bank Nevada, and to preserve the
value of its assets.

At the behest of Beal Bank, Cordes & Company was named, effective
Oct. 15, 2010, as receiver for the 643-acre real estate
development with golf course in Douglas County, Colorado.

The Debtor disclosed assets of $19.7 million and liabilities of
$45.3 million in its schedules.  The property and golf course are
estimated to be worth $11 million, and secures a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  The Debtor is
represented by David Wadsworth, Esq., at Harvey Sender, Esq., in
Sender Wasserman, in Denver.

Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick own most of
the Debtor.  Mr. Jacks, which has a 12.8% membership interest,
signed the Chapter 11 petition.


RIVER CANYON: Sec. 341(a) Creditors' Meeting Set for June 26
------------------------------------------------------------
The U.S. Trustee in Denver, Colorado, will convene a Meeting of
Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
River Canyon Real Estate Investments, LLC, on June 26, 2012, at
2:00 p.m. at UST Conference Room (New).

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.

River Canyon filed a Chapter 11 petition (Bankr. D. Colo. Case No.
12-20763) on May 23, 2012, in Denver as part of its settlement
negotiations with lender Beal Bank Nevada, and to preserve the
value of its assets.

At the behest of Beal Bank, Cordes & Company was named, effective
Oct. 15, 2010, as receiver for the 643-acre real estate
development with golf course in Douglas County, Colorado.

The Debtor disclosed assets of $19.7 million and liabilities of
$45.3 million in its schedules.  The property and golf course are
estimated to be worth $11 million, and secures a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  The Debtor is
represented by David Wadsworth, Esq., at Harvey Sender, Esq., in
Sender Wasserman, in Denver.

Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick own most of
the Debtor.  Mr. Jacks, which has a 12.8% membership interest,
signed the Chapter 11 petition.


RIVER CANYON: Status Conference Set for June 26
-----------------------------------------------
The Bankruptcy Court will hold a Chapter 11 Scheduling Conference
in the Chapter 11 case of River Canyon Real Estate Investments,
LLC, on June 26, 2012 at 3:30 p.m. BRCH Courtroom C501.

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.

River Canyon filed a Chapter 11 petition (Bankr. D. Colo. Case No.
12-20763) on May 23, 2012, in Denver as part of its settlement
negotiations with lender Beal Bank Nevada, and to preserve the
value of its assets.

At the behest of Beal Bank, Cordes & Company was named, effective
Oct. 15, 2010, as receiver for the 643-acre real estate
development with golf course in Douglas County, Colorado.

The Debtor disclosed assets of $19.7 million and liabilities of
$45.3 million in its schedules.  The property and golf course are
estimated to be worth $11 million, and secures a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  The Debtor is
represented by David Wadsworth, Esq., at Harvey Sender, Esq., in
Sender Wasserman, in Denver.

Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick own most of
the Debtor.  Mr. Jacks, which has a 12.8% membership interest,
signed the Chapter 11 petition.


SEQUENOM INC: Coventry Terminates Participation Agreement
---------------------------------------------------------
Sequenom Inc., through its wholly owned subsidiary Sequenom Center
for Molecular Medicine, LLC, entered into the recently announced
provider network participation agreement with Coventry Health Care
National Network, Inc., on May 4, 2012.  The agreement includes an
effective date of July 1, 2012, for Sequenom CMM's participation
in provider networks offered and sold by Coventry.

On May 14, 2012, Sequenom CMM received a written notice from
Coventry Health Care, Inc., on behalf of itself and its
affiliates, including Coventry Health Care National Network, Inc.,
terminating the agreement without cause as provided for in the
agreement, effective Aug. 31, 2012.  Coventry advised Sequenom CMM
that this decision was not a judgment on Sequenom, Inc., Sequenom
CMM or its products.

The agreement was intended to provide members in the network with
coverage for Sequenom CMM's MaterniT21 PLUS laboratory-developed
test (LDT) and other LDTs.  These LDTs are available solely
through Sequenom CMM as a testing service to physicians.  To learn
more, please visit Sequenomcmm.com

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.

The Company's balance sheet at March 31, 2012, showed
$171.88 million in total assets, $43.31 million in total
liabilities, and $128.56 million in total stockholders' equity.


SMART & FINAL: Moody's Upgrades CFR to 'B2'; Outlook Positive
-------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating and
probability of default rating of Smart & Final Holdings
Corporation to B2 from B3. Additionally Moody's upgraded the
rating of the first lien term loans to B2 from B3, the rating of
the ABL revolving credit facility to Ba1 from Ba2 and the rating
of the second lien term loans to B3 from Caa1. The outlook is
positive.

"Smart & Final has reduced its debt burden significantly resulting
in improved credit metrics and liquidity," Moody's Senior Analyst
Mickey Chadha stated. "The company's operating performance
continues to demonstrate its ability to compete effectively and
maintain margins in a tough economic and competitive business
environment," Chadha further stated.

Ratings Rationale

The B2 Corporate Family Rating reflects Smart & Final's high
leverage, regional concentration, and challenging geographic and
demographic markets. The ratings also recognize the company's good
liquidity, consistent positive same store sales growth, the
potential benefits of the company's diversification efforts and
new management initiatives.

The following ratings are upgraded and point estimates updated:

Smart & Final Holdings Corporation

Corporate Family Rating to B2 from B3;

Probability of Default Rating to B2 from B3.

Smart & Final Stores LLC

$47 million First Lien Term Loan maturing May 2014 to B2 (LGD 3,
47%) from B3 (LGD 3, 46%);

$119 million First Lien Term Loan maturing May 2016 to B2 (LGD 3,
47% from B3 (LGD 3, 46%);

$125 million Asset-Based Revolving Credit Facility maturing June
2016 to Ba1 (LGD 2, 15% from Ba2 (LGD 2, 17%);

$138 million Second Lien Term Loan maturing November 2016 to B3
(LGD 5, 74% from Caa1 (LGD 5, 73%);

$2 million Second Lien Term Loan maturing November 2014 to B3 (LGD
5, 74% from Caa1 (LGD 5, 73%).

The positive outlook incorporates Moody's expectation that Smart &
Final's funded debt levels will not increase, financial policies
will remain benign and the improving economy along with new
management initiatives in price optimization, cost savings and
product offerings will improve operating performance over the next
12 to 18 months.

Ratings could be upgraded should the company maintain good
liquidity and demonstrate improvements in profitability and
operating margins. Quantitatively, an upgrade could be achieved if
debt to EBITDA is sustained below 5.0 times and EBITA to interest
sustained in excess of 2.0 times.

Ratings could be downgraded if the company's liquidity
deteriorates or if operating performance deteriorates as evidenced
by decline in same store sales growth and profitability. Ratings
could also be downgraded if the company's EBITA to interest falls
below 1.5 times, or if debt to EBITDA rises above 5.5 times.

The principal methodology used in rating Smart & Final was the
Global Retail Industry Methodology published in June 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.

Smart & Final Holdings Corp, (S&F) headquartered in Commerce,
California, operates 247 non-membership warehouse club stores
serving retail and commercial customers in six western states and
northern Mexico under the Smart & Final and Cash & Carry banners.
The company is privately held by an affiliate of Apollo Management
and was acquired by Apollo in 2007.


SOLYNDRA LLC: U.S. Trustee Objects to Fees Without Plan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee said Solyndra LLC shouldn't be
making payments to professionals "absent demonstrable progress
with respect to a Chapter 11 plan."

According to the report, the Justice Department's bankruptcy
watchdog said in her papers that "progress toward a Chapter 11
plan appears to have stalled." She objects in particular to paying
$1.24 million to professionals who ran up more in time charges
than was allowed in previous budgets.  The objection was lodged to
Solyndra's request to be heard by the bankruptcy judge on May 30
for permission to borrow an additional $3 million, bringing total
borrowing so far to $7 million.

The U.S. Trustee, the report relates, sees no reason not to move
ahead quickly with a plan given that most of the assets have been
sold, other than real estate.  Auction sales of Solyndra's assets
were a disappointment compared with the amount of investment. Two
auctions late last year brought in a total of $8 million. A three-
day auction in February generated another $3.8 million. The
auctions were arranged when there was no buyer to restart
operations.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.


SOUTH BAY LUBE: Has Interim Approval to Use Cash Collateral
-----------------------------------------------------------
South Bay Lube Inc. secured an interim order authorizing it to use
cash that secures $9.3 million in debt to Colonial Pacific Leasing
Corporation.  The cash collateral includes rents, profits and
other revenues related to the Debtor's assets.

The lender has agreed to the limited use of its cash collateral
through June 25.  The Court will hold a hearing that day to
consider final approval of the Debtor's cash collateral use.

                       About South Bay Lube

Sarasota, Florida-based South Bay Lube, Inc., filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case No. 12-07356) on
May 11, 2012, in Tampa.  South Bay Lube operates 26 Jiffy Lube
stores in Florida.

Judge Caryl E. Delano oversees the case.  Edward J. Peterson, III,
Esq., and Stephen R. Leslie, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., serves as the Debtor's counsel.

The Debtor estimated assets and debts in excess of $10 million as
of the Chapter 11 filing.  The petition was signed by Jason C.
Thomas, vice president.


SOUTH BAY LUBE: Wants to Employ Stichter Riedel as Counsel
----------------------------------------------------------
South Bay Lube, Inc., seeks Bankruptcy Court permission to employ
Stichter, Riedel, Blain & Prosser, P.A., as Chapter 11 counsel.

Stichter Riedel was contacted to advise the Debtor with respect to
various legal and financial issues.  Stichter Riedel received the
aggregate sum of $55,000 from the Debtor as a retainer, plus the
Chapter 11 filing fee of $1,046.

Stichter's Stephen R. Leslie, Esq., and Edward J. Peterson lead
the engagement.

Mr. Leslie attests Stichter Riedel represents no interest adverse
to the Debtor or to the estate in the matters upon which it is to
be employed for the Debtor.

                       About South Bay Lube

Sarasota, Florida-based South Bay Lube, Inc., filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case No. 12-07356) on
May 11, 2012, in Tampa.  South Bay Lube operates 26 Jiffy Lube
stores in Florida.

Judge Caryl E. Delano oversees the case.  Edward J. Peterson, III,
Esq., and Stephen R. Leslie, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., serves as the Debtor's counsel.

The Debtor estimated assets and debts in excess of $10 million as
of the Chapter 11 filing.  The petition was signed by Jason C.
Thomas, vice president.


SOUTH BAY LUBE: Status Conference Set for June 4
------------------------------------------------
The Bankruptcy Court will hold a status conference in the Chapter
11 case of South Bay Lube, Inc., on June 4, 2012, at 2:00 p.m. at
Tampa, FL - Courtroom 9A, Sam M. Gibbons United States Courthouse,
801 N Florida Avenue.

Sarasota, Florida-based South Bay Lube, Inc., filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case No. 12-07356) on
May 11, 2012, in Tampa.  South Bay Lube operates 26 Jiffy Lube
stores in Florida.

Judge Caryl E. Delano oversees the case.  Edward J. Peterson, III,
Esq., and Stephen R. Leslie, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., serves as the Debtor's counsel.

The Debtor estimated assets and debts in excess of $10 million as
of the Chapter 11 filing.  The petition was signed by Jason C.
Thomas, vice president.


SOUTH BAY LUBE: Sec. 341 Creditors' Meeting Set for June 13
-----------------------------------------------------------
The U.S. Trustee will convene a Meeting of Creditors pursuant to
11 U.S.C. Sec. 341(a) in the Chapter 11 case of South Bay Lube,
Inc., on June 13, 2012, at 3:30 p.m. at Tampa, FL (861) - Room
100-B, Timberlake Annex, 501 E. Polk Street.

The last day to oppose discharge or dischargeability is Aug. 13,
2012.  Proofs of claim are due by July 25, 2012.

Sarasota, Florida-based South Bay Lube, Inc., filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case No. 12-07356) on
May 11, 2012, in Tampa.  South Bay Lube operates 26 Jiffy Lube
stores in Florida.

Judge Caryl E. Delano oversees the case.  Edward J. Peterson, III,
Esq., and Stephen R. Leslie, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., serves as the Debtor's counsel.

The Debtor estimated assets and debts in excess of $10 million as
of the Chapter 11 filing.  The petition was signed by Jason C.
Thomas, vice president.


SPECTRE PERFORMANCE: Has Interim OK to Use Cash of 3 Banks
----------------------------------------------------------
Spectre Performance sought and obtained interim authority to use
cash securing its obligations to three banks.

The Debtor said its assets are encumbered by liens in favor of
Comerica Bank related to three loan obligations.  In addition, a
portion of the Debtor's accounts receivable are encumbered by
liens in favor of Bank of America and Wachovia Bank related to
certain supply chain financing agreements.  Bank of America and
Wachovia Bank, now a part of Wells Fargo Bank, are the Debtor's
"Supply Chain Banks."

The Debtor owes Comerica Bank $3,438,835 under a Loan and Security
Agreement (Accounts and Inventory) dated Nov. 30, 1999, as amended
and modified; $66,666 under an Installment Note (Term Loan A)
dated Jan. 20, 2009 (Trailer loan); and $91,985 under an
Installment Note (Term Loan B) dated July 21, 2010 (converted from
a line of credit).

The Debtor assumes that Comerica Bank and the Supply Chain Banks
will assert that money which originates from the Debtor's business
is part of their respective cash collateral.

Suntrust Bank and JP Morgan Chase Bank NA also have liens on
certain of the Debtor's accounts receivable related to certain
supply chain financing agreements.  However, the supply chain
financing arrangements with Suntrust Bank and JPMorgan are not
currently being used and therefore the Debtor does not believe
that use of a cash collateral issues apply to the two banks.

Pursuant to the Interim Cash Collateral Order, the Debtor is
authorized, through and including June 19, 2012, to borrow against
the Comerica Bank line of credit not to exceed $3,774,442,
pursuant to the terms and conditions of the Comerica Loan
Agreement.  The Order also provides that the Debtor's postpetition
use of Comerica Bank's cash collateral in the approximate amount
of $176,589 on May 17, 2012, which has been consented to by
Comerica Bank, will be afforded all the protections of the Order,
including the granting of a replacement lien to Comerica Bank in
the same amount.

                     About Spectre Performance

Spectre Performance, formerly known as Spectre Industries, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-21890) in
Riverside, California, on May 14, 2012.  The Company incurred
significant legal costs in defending against lawsuits alleging
false advertising in connection with the marketing and sale of the
Company's performance automotive air filters and air intake
systems.

Ontario, California-based Spectre Performance disclosed $10.2
million in assets and $17.7 million in liabilities.  Secured
claims total $3.7 million.

Amir Rosenbaum founded the company in 1983 by selling hose
covering NylaBraid.  Now the company is a manufacturer of
performance racing autoparts.  Spectre Performance --
http://www.spectreperformance.com/-- makes air and fuel
accessories, including cold air intake systems to pack cool air to
the engine, fuel lines and hoses for plumbing the engine, and
chrome hardware and valve covers for dressing the bay.

Judge Mark D. Houle presides over the case.  Leonard M. Shulman,
Esq., at Shulman Hodges & Bastian LLP, serves as the Debtor's
counsel.  The petition was signed by Amir Rosenbaum, president.

According to court filings, the Debtor expects that funds will be
available for distribution to unsecured creditors.

Prepetition lender Comerica Bank is represented in the case by
Reed Waddell, Esq. -- rwaddell@frandzel.com -- at Frandzel,
Robins, Bloom & Csato LLC.


SPECTRE PERFORMANCE: Engineering Firm Wants to Pursue Lawsuit
-------------------------------------------------------------
K&N Engineering Inc. wants to proceed on its lawsuit against
Spectre Performance pending in the U.S. District Court for the
Central District of California, Eastern Division Riverside.  K&N
Engineering, which is listed as the Debtor's largest unsecured
creditor, has asked the Bankruptcy Court overseeing Spectre's case
to lift the automatic stay so it may proceed to final judgment
against the Debtor through and including exhaustion of post-trial
motions, some of which are now pending, as well as the appeals
process.  K&N Engineering said it will not seek to enforce any
judgment except through the Bankruptcy Court.

K&N Engineering commenced the lawsuit in October 2009.  K&N
Engineering sought damages and injunctive relief against the
Debtor for false advertising and unfair competition.  K&N
Engineering was awarded damages of $7.33 million in December 2011.
The Debtor has taken an appeal from the judgment to the U.S. Court
of Appeals for the Ninth Circuit.

In the lawsuit, K&N Engineering also sought an award for
attorneys' fees, enhancement of damages, and for tax costs.  On
April 25, the District Court awarded K&N Engineering $37,000 in
tax costs.  On May 1, the District Court awarded K&N Engineering
$1,352,730 in attorneys' fees and $750,159 in enhanced damages.

The Debtor also filed an appeal to the fee ruling.

K&N Engineering on May 2 sought additional tax costs of $80,586.
It is considering whether to file a cross-appeal.

Jeffrey D. Wexler, Esq., a partner at McKenna Long & Aldridge LLP,
is one of K&N Engineering's lawyers in the lawsuit.  It is also
represented by:

          Franklin C. Adams, Esq.
          BEST BEST & KRIEGER LLP
          3390 University Avenue, 5th Floor
          PO Box 1028
          Riverside, CA 92502
          Tel: 951-686-1450
          Fax: 951-686-3083
          E-mail: franklin.adams@bbklaw.com

                     About Spectre Performance

Spectre Performance, formerly known as Spectre Industries, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-21890) in
Riverside, California, on May 14, 2012.  The Company incurred
significant legal costs in defending against lawsuits alleging
false advertising in connection with the marketing and sale of the
Company's performance automotive air filters and air intake
systems.

Ontario, California-based Spectre Performance disclosed $10.2
million in assets and $17.7 million in liabilities.  Secured
claims total $3.7 million.

Amir Rosenbaum founded the company in 1983 by selling hose
covering NylaBraid.  Now the company is a manufacturer of
performance racing autoparts.  Spectre Performance --
http://www.spectreperformance.com/-- makes air and fuel
accessories, including cold air intake systems to pack cool air to
the engine, fuel lines and hoses for plumbing the engine, and
chrome hardware and valve covers for dressing the bay.

Judge Mark D. Houle presides over the case.  Leonard M. Shulman,
Esq., at Shulman Hodges & Bastian LLP, serves as the Debtor's
counsel.  The petition was signed by Amir Rosenbaum, president.

According to court filings, the Debtor expects that funds will be
available for distribution to unsecured creditors.

Prepetition lender Comerica Bank is represented in the case by
Reed Waddell, Esq., at Frandzel, Robins, Bloom & Csato LLC.


SP NEWSPRINT: Wins Halt of 'Automatic Stay' Violation
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that SP Newsprint Holdings LLC won a temporary injunction
halting a former supplier named Pulper Mining LLC from continuing
a lawsuit in state court, even though SP itself wasn't a party.
U.S. Bankruptcy Judge Christopher S. Sontchi signed an order
saying that the lawsuit was a "collateral attack" on a prior
bankruptcy court order terminating the agreement between SP and
Pulper.

According to the report, SP sought the injunction on an emergency
basis because Pulper had scheduled a hearing in Georgia state
court today where it would have been looking for its own
injunction.  Judge Sontchi directed Pulper to give the state judge
a copy of the order directing the company to halt the suit.

Pulper had been a contractor helping SP remove contaminants from
recycled pulp used in making new newsprint.

The report relates that SP is contending that Pulper is violating
the automatic stay, a prohibition against suing a bankrupt company
except in bankruptcy court.  Pulper's suit in a state court seeks
$5 million in damages from three SP officers and the replacement
contractor.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$318 million in assets and $323 million in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


STRATEGIC AMERICAN: FINRA Approves "DUMA" as New Trading Symbol
---------------------------------------------------------------
Duma Energy Corp., formerly known as Strategic American Oil
Corporation, announced that FINRA (Financial Industry Regulatory
Authority, Inc.) has approved the Company's request for a new
ticker symbol and effective May 17, 2012, the Company will trade
on the OTCBB under the new symbol "DUMA."

"The new ticker symbol is part of our overall plan to refocus the
Company for growth and market it to a broader and more diverse
audience," said Jeremy G. Driver, Chairman and CEO of Duma Energy
Corp.  He further stated, "With the new name of Duma Energy, new
website www.duma.com and now our new trading symbol 'DUMA,' we
have accomplished the first few steps in our new marketing
strategy.  Coupled with our operational successes, including the
drilling of the ST9-12A #4 and the Redfish Reef Field being
brought back online, we have exceeded our goals so far this
year."

                       Change of Fiscal Year

Effective May 16, 2012, Duma Energy Corp., increased the number of
its authorized shares of common stock from 20,000,000 shares, par
value $0.001 per share, to 500,000,000 shares, par value $0.001
per share.

on April 6, 2012, the Company's Board of Directors approved by way
of unanimous written consent resolutions the increase in the
Company's authorized shares of common stock and at the same time
approved the submission of the increase in authorized shares of
common stock to the holders of the majority of the Company's
outstanding shares of common stock, who also approved such
increase in authorized shares of common stock on April 6, 2012.
In addition, the Board of Directors set April 10, 2012, as the
record date for the determination of stockholders who are entitled
to receive the Schedule 14C Information Statement.  On April 25,
2012, the definitive Schedule 14C was filed with the Securities
and Exchange Commission and mailed to all stockholders of record
as of the record date, which informed such stockholders of record
that the Certificate of Amendment would be filed with the Nevada
Secretary of State and will become effective, on or about May 16,
2012.

Due to the Company's name change and reverse stock split which
became effective with the OTC Bulletin Board at the opening for
trading on April 4, 2012, the Company began trading under the
stock symbol "SGCAD", and the "D" in the Company's symbol (which
signifies a stock split) was removed on May 3, 2012.  FINRA has
now provided the Company with its new stock symbol of "DUMA" which
became effective with the OTC Bulletin Board at the opening of
trading on May 17, 2012, and which now more closely reflects the
Company's new name.

                      About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
Strategic American a net loss of $10.28 million on $3.41 million
of revenue for the year ended July 31, 2011, compared with a net
loss of $3.49 million on $531,736 of revenue for the same period
during the prior year.

The Company's balance sheet at Jan. 31, 2012, showed
$24.35 million in total assets, $11.59 million in total
liabilities, and $12.75 million in total stockholders' equity.

The Company reported a net loss of $4.49 million on $3.40 million
of revenue for the six months ended Jan. 31, 2012.  The Company
had a net loss of $10.28 million on $3.41 million of revenue for
the year ended July 31, 2011, compared with a net loss of
$3.49 million on $531,736 of revenue for the same period during
the prior year.


SUNSTATE EQUIPMENT: Moody's Upgrades CFR to B3'; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service upgraded Sunstate Equipment Co., LLC's
ratings including its corporate family and probability of default
ratings to B3 from Caa1 reflecting the positive trend in credit
metrics since mid-2011 and expectation that metrics will be
supportive of a B3 rating level over the intermediate term. The
rating outlook is stable.

The following ratings were upgraded:

Corporate family rating, to B3 from Caa1

Probability of default rating, to B3 from Caa1

$170 million second priority senior secured notes due 2017, to
Caa1 (LGD-5, 74%) from Caa2 (LGD-5, 74%)

Ratings Rationale

The ratings upgrade recognizes the improvement in the company's
credit metrics including its leverage and interest coverage
metrics due to underlying factors supporting the positive U.S.
equipment rental industry demand trends. The company is expected
to continue to benefit from volume growth and higher rates also
being experienced by industry peers. The ratings include the
expectation of operating performance in line with a B3 rating
level including debt/EBITDA sustained at roughly 5.0 times and
EBITDA/interest coverage of roughly 2.0 times. Although the
company could likely draw additional amounts under the revolver in
future periods to support business growth, commensurate EBITDA
growth should keep metrics sustained at the B3 rating level over
the intermediate term. The conversion of Sumitomo's preferred
equity interest into a minority common membership interest of the
company has a favorable impact on the company's credit profile as
the $50 million face amount is no longer due. Moody's does note
that interest continues to accrue through 2014 but solely on the
earned return on the investment to date.

The B3 corporate family rating reflects the company's relatively
small scale relative to other rated peers, high leverage and
exposure to the highly cyclical equipment rental industry.
Moreover, the company is regionally focused with a large part of
its business in the Southwestern portion of the United States, one
of the areas hardest hit during the last cycle downturn. The
company is expected to continue benefitting from demand growth for
the company's rental equipment in areas such as Texas, California
and Arizona. Metrics are expected to remain in line with the B3
rating level as an anticipated improvement in EBITDA is
counterbalanced by increased debt-funded capital expenditures to
support growth. Due to the expected negative free cash flow over
the next twelve months stemming from the capital expenditure
requirements, meaningful near-term debt reduction is unlikely.

The stable outlook is supported by Sunstate's adequate liquidity
profile and Moody's view that positive U.S. equipment rental
industry fundamentals could continue to be supportive of its B3
credit profile over the intermediate term.

Developments that could establish negative pressure on the ratings
include significant declines in revenues and margins, a
deterioration in the company's liquidity profile, or an elevation
of its debt/EBITDA above 6.0 times on a sustained basis and
EBITDA/interest falling below the 2.0 times level.

Factors that could lead to a positive outlook or stronger ratings
include demonstrating an ability to continue growing sales while
maintaining current margins, greater cash flow generation,
lowering its debt/EBITDA to 4.5 times and demonstrating
EBITDA/interest coverage at or above 2.5 times on a sustained
basis.

The principal methodology used in rating Sunstate Equipment Co.,
LLC was the Global Equipment and Automobile Rental 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.

Sunstate Equipment Co. LLC, headquartered in Phoenix, AZ, is a
regional equipment supplier with 54 branches predominately in the
Southwestern U.S. The company is majority owned by Watts Holding,
Inc. and the remaining minority common membership interest is held
by SMS International Corporation, a subsidiary of Sumitomo
Corporation.


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

Moody's current ratings on Swift Energy Company are:

LT Corporate Family Ratings (domestic currency) Rating of B2 on
watch for possible upgrade

Probability of Default Rating of B2 on watch for possible upgrade

Senior Unsecured (domestic currency) Rating of B3 on watch for
possible upgrade

LGD Senior Unsecured (domestic currency) Assessment of 63 - LGD4

RATINGS RATIONALE

Moody's B2 Corporate Family Rating (CFR) reflects Swift's scale in
terms of production and proved reserves, high but declining
finding and development (F&D) costs and relatively stable debt
leverage. Notwithstanding its approximate $2.0 billion investment
in capital spending and acquisitions during the period 2007
through 2010, Swift's year-end 2010 proved reserves were virtually
unchanged from that reported four years earlier while production
on a boe basis was down 22%. However, 2011's production has
rebounded as evidenced by the 27.5% increase achieved over the
first nine-months of the year compared to 2010's nine-month
period, as a result of more focused capital spending and a more
efficient resource exploitation program. Moreover, the company is
forecasting similar gains for 2012, which based on reported
results for the first nine-months of 2011, appears repeatable. The
inefficient investment of capital during these prior several years
has been the primary driver behind Swift's weak leveraged full-
cycle ratio of 0.7x at September 30, 2011, which falls well below
the 1.9x average of its B2 rated peers, thus restraining its
rating.

The principal methodology used in rating Swift Energy Company 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.


SWORDFISH FINANCIAL: Incurs $791,000 Net Loss in First Quarter
--------------------------------------------------------------
Swordfish Financial, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $791,032 for the three months ended March 31, 2012,
compared with a net loss of $487,204 for the same period during
the prior year.

The Company reported a net loss of $1.36 million on $0 of sales in
2011, compared with a net loss of $2.69 million on $0 of sales in
2010.

The Company's balance sheet at March 31, 2012, showed $3.97
million in total assets, $5.89 million in total liabilities and a
$1.91 million total stockholders' deficit.

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

                        http://is.gd/o3Oh6q

                     About Swordfish Financial

Rockwall, Tex.-based Swordfish Financial, Inc., formerly Nature
Vision, Inc., designed, manufactured and marketed outdoor
recreation products primarily for the sport fishing and hunting
markets.  Based on the limited assets, product lines and resources
remaining after the M&I Business Credit LLC liquidation, Swordfish
Financial, Inc. has decided that there is not enough remaining of
the Nature Vision operations to continue as an outdoor
recreations products company and will concentrate on the business
on being an asset recovery company and using the financial
resources recovered to retire the Company's debts and invest in
other businesses domestically and internationally.

After auditing the 2011 financial statements, Patrick Rodgers,
CPA, PA, in Altamonte Springs, FL, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the company has suffered recurring
losses from operations and negative cash flows from operations the
past three years.


TALBOTS INC: Bankruptcy Concerns Raised After Failed Buyout
-----------------------------------------------------------
Donna Goodison at Boston Heralds reports that Talbots Inc.'s
failure to reach a $215 million buyout deal with Sycamore Partners
sent its stock plummeting more than 40% on May 25, 2012, and
prompted at least one analyst to speculate bankruptcy was in its
future.

According to the report, Talbots stock closed at $1.51 on May 25,
2012, down 41%, after Talbots, which twice extended an exclusivity
agreement with Sycamore, reported that its second largest investor
was not "prepared to execute a transaction at this time."  The
development leaves Talbots free to explore all other strategic
alternatives.

The report relates Tiburan Research Group analyst Rob Wilson
expects Talbots to file for Chapter 11 bankruptcy protection.  The
chain, which has 516 stores, has been closing locations, cost-
cutting and searching for a new CEO after five years of declining
sales and an attempted repositioning to woo younger shoppers that
alienated its core customers.

"The tenure of outgoing CEO Trudi Sullivan marks one of the most
disappointing tenures in recent memory in the retail space," the
report quotes Mr. Wilson as saying.  "Her $8 million severance
obligation that was recognized in (the fourth quarter of) 2011 was
an embarrassment to the company's board."  But, he added, there's
always an opportunity to reinvent the brand under "savvy
leadership" willing to take bolder steps, including closing a
large number of stores.

The report relates spokeswoman Julie Lorigan said Talbots will
continue turnaround efforts and is "confident we have the
financial strength and resources to do so."  Talbots had $22.3
million in cash at the end of the first quarter and $197.9 million
in debt.

According to the report, Talbots on May 25 said it remains
prepared to sign the $3.05-per-share deal with Sycamore, provided
there's an appropriate level of closing certainty and it's
supported by firm debt and equity financing commitments.  "We
worked diligently and in good faith on a potential deal," the
report quotes Mr. Lorigan as stating.

The report adds Talbots also reported an 8.4% drop in first-
quarter sales to $275.9 million and net income of $1.09 million,
up from $739,000 in the prior-year period.  The company expects to
close at least another 20 stores this year.

Hingham, Mass.-based The Talbots, Inc. (NYSE: TLB)
http://www.talbots.com/-- is a specialty retailer and direct
marketer of women's apparel, accessories and shoes.  At the end of
fourth quarter 2009, Talbots operated 580 Talbots brand stores in
46 states, the District of Columbia, and Canada.


TEMPLE UNIVERSITY: Moody's Assigns 'Ba1' Rating to $318.2MM Bonds
-----------------------------------------------------------------
Moody's Investors Service has assigned Ba1 ratings to Temple
University Health System's (TUHS) $220.95 million of Series 2012A
fixed rate bonds and $97.23 million of Series 2012B fixed rate
bonds to be issued by The Hospitals and Higher Education
Facilities Authority of Philadelphia. Simultaneously, the ratings
on TUHS' outstanding bonds have been downgraded to Ba1 from Baa3.
The rating outlook is stable at the lower rating level. The rating
action affects $533 million of TUHS's debt.

Moody's Rating

Issue: Fixed Rate, Series 2012A; Rating: Ba1; Sale Amount:
$220,950,000; Expected Sale Date: 6/01/2012; Rating Description:
Revenue: Other

Issue: Fixed Rate, Series 2012B; Rating: Ba1; Sale Amount:
$97,230,000; Expected Sale Date: 6/01/2012; Rating Description:
Revenue: Other

RATING RATIONALE: The downgrade to Ba1 rating from Baa3 reflects
an operating profile that has compared unfavorably to investment
grade metrics for several years, acuity and volume declines,
TUHS's disproportionate reliance on supplemental funding and
inability to translate growing supplemental funding into at least
a break-even level of operating performance for the healthcare
enterprise as well as pro-forma leverage which signifies a
downward inflection point as unrestricted liquidity had
historically provided a healthy cushion for what was a modest debt
position.

Further rating pressure is constrained at this time by Temple's
important role as a safety net provider for the City of
Philadelphia as substantiated by material and increasing funding
from the Commonwealth, early success in physician recruitment and,
the System's prominent position as the academic medical center for
Aa3-rated Temple University (TU). TUHS's sizable legacy operating
base and expected affiliation with Fox Chase Cancer Center, a
National Cancer Institute Comprehensive Cancer Center, provides a
platform for future clinical expansion into quaternary level
oncology which may equate to the restoration of higher clinical
acuity and healthier reimbursement for TUHS.

The revision in the outlook to stable from negative at the lower
rating level is attributable to tangible willingness on the part
of the Commonwealth to leverage available resources in support of
TUHS and current clinical initiatives including physician
recruitment, as discussed above, supported by the University for
the benefit of its health sciences education mission that have
begun to reverse a multi-year trend of volume declines at the
health system.

CHALLENGES

*Multiple year trend of significant operating losses, in spite of
significant and growing supplemental funding; TUHS reported an
operating loss of $14.9 million in FY 2011 and a loss of $15.3
million through nine months of FY 2012.

*Continued decline in cash is particularly concerning as cash
balances had been a key factor in the historic maintenance of an
investment grade rating. Total System cash of $332.9 million as of
FYE 2011 and an expected decline to $305 million by FYE 2012
largely reflects the insufficient level of core cash-flow. By FYE
2012 cash and investments will provide a weak and materially
diminished 57.5% cash to pro-forma debt (including expected
issuance)

*Weak leverage measures driven by extremely thin operations (-1.6%
operating margin and 4.6% operating cash-flow margin expected in
FY 2012) on a combined basis with Fox Chase Cancer Center and a
planned increase in leverage which is material as evidenced by a
very high 9.0 times pro-forma debt-to-cashflow and a modest 2.2
times pro-forma peak debt service coverage

*Extremely high mix of Medicaid (41.6% of gross inpatient and
outpatient revenue at FYE 2011) and indigent-related revenue
streams. The more challenging populations that TUH serves impedes
its ability to meet industry standards on certain financial
metrics as evidenced by a high level of under-reimbursed care
costs from the indigent population. TUHS is also increasingly
dependent on State funding and appropriations to support
operations due to the disproportionate mix of indigent-related
revenues.

*A weaker economy in Pennsylvania and Philadelphia area has
affected volumes. The Commonwealth is confronted with a long trend
of below-average economic and population growth

*Competition within the Philadelphia market, particularly for
tertiary and quaternary clinical services, continues to intensify
challenging TUHS's ability to restore lost clinical footing

STRENGTHS

*Essential role as safety net provider to Southeastern
Pennsylvania, with an indispensability quotient in the City of
Philadelphia; a long history of stable or growing supplemental
payments from the Commonwealth

*Medical assistance modernization reimbursements in PA, which
began in Fiscal Year 2011, have provided for substantial
additional reimbursement for TUHS

*Prominent position as the academic medical center for Aa3-rated
Temple University. Though the University has given no indication
of explicit financial support for bond payments, Moody's believes
that the Health System's importance to the University's mission
and strategies with the School of Medicine and research emphasis
underscores the connections between the University and the Health
System and its interest in the continuing financial viability and
operation of TUHS.

*Turn-around initiatives are well articulated and have included or
will include continued physician recruitment, a large scale
restructuring of most support services as well as clinical
processes, workforce reductions, revenue cycle initiatives
(collections, coding, documentation), operations improvements
(efficiencies, supplies), physician led clinical process redesign,
and market development including strategic clinical recruitments.

*Affiliation with the Fox Chase Cancer Center, a clinically
renowned institution; though Fox Chase does not bring liquid
assets to the relationship diluting Temple's balance sheet upon
combination

*Very conservative investment portfolio allocations (approximately
80% cash and fixed income), all fixed rate debt, and a modest
pension liability (approximately $14.1 million at FYE 2011)

Outlook

The revision in the outlook to stable from negative at the lower
rating level is attributable to tangible commitment on the part of
the Commonwealth to leverage available resources in support of
TUHS, and current clinical initiatives, as discussed above,
supported by the University for the benefit of its health sciences
education mission that have begun to reverse a multi-year trend of
volume declines at the health system.

What could change the rating--UP

Ability to restore and sustain operating profitability; growth in
revenue that has resulted from clinical activities; reduction of
dependency on expense reductions and extraordinary funding to
build cash flow; restoration of balance sheet cushion; growth in
demand, market share and acuity of services

What could change the rating--DOWN

Deeper operating losses, inability to grow revenues and increase
cash flow from core operations; increase in debt or further
deterioration of liquidity; disintegration of current relationship
with TU or the Commonwealth; reduction in support from the
Commonwealth; further erosion of market share

Methodology

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in March 2012.


TESORO CORPORATION: Moody's Issues Summary Credit Opinion
---------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Tesoro Corporation (TSO) and includes certain regulatory
disclosures regarding its ratings.  The release does not
constitute any change in Moody's ratings or rating rationale for
TSO.

Moody's current ratings for Tesoro Corporation are:

LT Corporate Family Ratings (domestic currency) Rating of Ba1

Probability of Default Rating of Ba1

Senior Secured Bank Credit Facility (domestic currency) Rating of
Baa2

LGD Senior Secured Bank Credit Facility (domestic currency) Rating
of 18 - LGD2

Senior Unsecured (domestic currency) Rating of Ba1

LGD Senior Unsecured (domestic currency) Rating of 63 - LGD4

RATINGS RATIONALE

TSO's Ba1 Corporate Family Rating and stable outlook reflect its
reasonably large and diversified refining portfolio concentrated
in the Western US, and an adequate capital structure and liquidity
profile relative to both its ratings and the inherent cyclicality
and volatility in the refining sector, with weaker refining
margins expected over the next 12-18 months. The ratings continue
to be constrained both by an oversupplied and weak US gasoline
market, an outlook for reduced near-term free cash flow as a
result of lower EBITDA generation and higher capital spending, and
significant crude distillation concentration in California, where
TSO faces an increasingly prohibitive regulatory environment.

The stable outlook reflects Moody's expectation that TSO will face
only modest increases in leverage during a period of higher
capital spending and weaker margins in 2012. Over the near-term,
given uncertainties regarding the ultimate impact of regulations
in California, Moody's does not expect a ratings upgrade. However,
over the medium-term, the ratings could benefit from efforts to
reduce debt, improve product yields and lower refining unit costs
to help better withstand regulatory challenges in California.
Ratings pressure could result from materially increased leverage
arising from any combination of significant unscheduled downtime,
weaker than expected liquidity, or events such as acquisitions or
share repurchases, the latter of which is not currently
contemplated.

The principal methodology used in rating Tesoro Corporation was
the Global Refining and Marketing 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.


TRIBUNE CO: Citadel Equity Says Fourth Amended Plan Unconfirmable
-----------------------------------------------------------------
Citadel Equity Fund Ltd. and Camden Asset Management LP insist
that the Fourth Amended DCL Plan cannot be confirmed because of
its classification and treatment of their PHONES claims totaling
$222 million.

Mark E. Felger, Esq., at Cozen O'Connor, in Wilmington, Delaware,
states that under the Plan, the Tendering Noteholders' claims are
classified in the same class, and treated indentically, as
Original PHONES Claims.  Based on the Court's Allocation Disputes
Decision, however, it is clear that, the Tendering Noteholders'
claims are substantially different (as a matter of fact and law)
from the Original PHONES Claims, he avers.  In its decision, the
Court held that the Tendering Noteholders irrevocably exercised
their right to exchange the PHONES that were tendered for
exchange were no longer outstanding.

If the tendered PHONES are no longer outstanding, then the
Tendering Noteholders cannot, by definition, be holders of such
PHONES, Mr. Felger asserts.  Accordingly, by the clear terms of
the PHONES Indenture, the payments to be made with respect to the
claims of the Tendering Noteholders are not subject to the
subordination provisions of the PHONES Indenture, he points out.
Because the Tendering Noteholders' claims are not "substantially
similar" to the Original PHONES Claims, such claims cannot be
classified together and treated identically under the Plan, he
maintains.

                June 7 Confirmation Hearing

Judge Kevin Carey scheduled the hearing to consider confirmation
of the Fourth Amended DCL Plan to commence on June 7, 2012.

Objections to confirmation of the Plan were due no later than
May 21, 2012.  The Debtors' deadline to file a brief in support
of the confirmation of the Plan is due on June 1.

At a hearing held on April 16, 2012, the bankruptcy judge said he
will approve the supplemental disclosure document after minor
changes regarding rules for the advisory board of a litigation
trust are made.  The litigation trust will pursue lawsuits arising
from the 2007 leveraged buyout of Tribune by Sam Zell.

There will be no more than three members of the Litigation Trust
Advisory Board and the initial members will be the members of the
Creditors' Committee that are or represent beneficiaries of
Litigation Trust Interests, including, without limitation,
Deutsche Bank Trust Company Americas, Wilmington Trust Company
and such other person to be disclosed with the Plan Supplement,
but excluding the Senior Loan Agent.

Judge Kevin Carey entered a formal order decreeing that the
disputes relating to how recoveries under Tribune's proposed
reorganization plan should be allocated are resolved for reasons
set forth in a memorandum opinion dated April 9, 2012.  Tribune
Chairman Samuel Zell came out the biggest loser in the wake of the
Court's decision.  Judge Carey determined that the Zell-controlled
EGI-TRB LLC Notes are at the bottom of Tribune's capital
structure.  Mr. Zell's claims ranked last in the Chapter 11
payments priority scheme, lagging behind holders of PHONES notes,
which are allowed in the aggregate amount of $759 million.

Mr. Zell, who called the buyout "deal from hell," put only $315
million of his own money at risk in the deal, the report noted.
In recent litigation, his investment venture attempted to get
equal footing with other low-ranking creditors when it comes to
sharing recovery, on the basis of a claim for $225 million, the
report noted.  The attempt failed, the report said.

Clean and blacklined copies of the Plan dated April 15, 2012, are
available for free at:

  http://bankrupt.com/misc/Tribune_Apr15Plan.pdf
  http://bankrupt.com/misc/Tribune_Apr15Plan_blacklined.pdf

Clean and blacklined copies of the Supplemental Disclosure
Document dated April 15, 2012, are available for free at:

  http://bankrupt.com/misc/Tribune_Apr15SDD.pdf
  http://bankrupt.com/misc/Tribune_Apr15SDD_blacklined.pdf

                       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)


TRIBUNE CO: U.S. Govt. Wants Details on Priority Tax Payments
-------------------------------------------------------------
The United States Government opposes confirmation of Tribune's
Fourth Amended DCL Plan and specifically objects to Section 2.3 of
the Plan because it does not specify the frequency of installments
to be made for payment of priority tax claims or the amount of
each installment payment.

The U.S. Government also objects to paragraphs 11.1.1 and 11.1.2.
of the Plan to the extent they purport to restrain the Internal
Revenue Service from assessing or collecting a tax resulting from
an act, omission, or transaction that occurred prior to the
petition date, even if the tax liability is an administrative
expense under Section 503(b) of the Bankruptcy.  The Plan cannot
be confirmed if it prevents the IRS from asserting an
administrative claim against the Debtors, W. Bradley Russell,
Esq. -- William.B.Russell@usdoj.gov -- tax division of the U.S.
Department of Justice, in Washington, D.C., argues.

Mr. Russell further contends the Court does not have jurisdiction
to release a non-debtor from a federal tax liability.  Likewise,
the Court does not have jurisdiction to decide the federal tax
consequences of the proposed plan or the federal tax liability of
non-debtors, he insists.

                     State Taxing Authorities

The State of Michigan Department of Treasury and the State of
Missouri Department of Revenue ask the Court to deny confirmation
of the Fourth Amended DCL Plan.

The Michigan Treasury complains that the Debtors fail to file
postpetition tax returns.  The State Treasury has filed an
administrative expense clam in the amount of $30,502,
representing liability for Michigan Business Taxes for the 2008
tax period.  Bill Schuette, Esq., attorney general for revenue
division, in Detroit, Michigan, argues that the Debtors' failure
to pay administrative tax liabilities are grounds for conversion
or dismissal under Section 1112(b)(4)(I) of the Bankruptcy Code.
To the extent that the proposed plan is an attempt to limit or
enjoin the collection of tax debts due to the State from non-
debtors, the plan violates the Tax Injunction Act, he avers.

The Missouri Department objects to the confirmation of the Plan
because:

1) One of Debtors' options for payment of the Allowed Priority
   Tax Claims provides for regular installments in Cash equal to
   the Allowed amount of the Claim over a period ending not
   later than the fifth anniversary of the Petition Date with
   interest as provided under Section 511 of the Bankruptcy
   Code.

2) The Plan lacks specificity regarding payment of the Priority
   Tax Claims and, as such, would be extremely difficult to
   enforce in the event of a default in plan payments.

3) The Plan states that installment payments will commence after
   the Priority Tax Claim becomes an Allowed Claim.

4) It appears that based upon the definition of an Allowed Claim
   it will not be possible to determine whether the Missouri
   Department's Priority Tax Claim is an Allowed Claim and thus
   trigger installment payments until the deadline to object to
   claims expires.

5) The effective date of the Plan can not be determined with
   certainty because it is contingent upon various conditions
   being satisfied or waived.

6) It is possible that there will be a considerable delay in the
   commencement of payment, it will be extremely difficult to
   determine when payments should commence, and the Plan does
   not state what the frequency of payments will be, thus making
   it difficult to enforce the provisions of the Plan.

The Taxing Authorities also complain that the Plan fails to
provide for default language.  They insist that default language
is warranted under Section 1123(a)(5)(G) of the Bankruptcy Code
and should be added to the Plan.

                June 7 Confirmation Hearing

Judge Kevin Carey scheduled the hearing to consider confirmation
of the Fourth Amended DCL Plan to commence on June 7, 2012.

Objections to confirmation of the Plan were due no later than
May 21, 2012.  The Debtors' deadline to file a brief in support
of the confirmation of the Plan is due on June 1.

At a hearing held on April 16, 2012, the bankruptcy judge said he
will approve the supplemental disclosure document after minor
changes regarding rules for the advisory board of a litigation
trust are made.  The litigation trust will pursue lawsuits arising
from the 2007 leveraged buyout of Tribune by Sam Zell.

There will be no more than three members of the Litigation Trust
Advisory Board and the initial members will be the members of the
Creditors' Committee that are or represent beneficiaries of
Litigation Trust Interests, including, without limitation,
Deutsche Bank Trust Company Americas, Wilmington Trust Company
and such other person to be disclosed with the Plan Supplement,
but excluding the Senior Loan Agent.

Judge Kevin Carey entered a formal order decreeing that the
disputes relating to how recoveries under Tribune's proposed
reorganization plan should be allocated are resolved for reasons
set forth in a memorandum opinion dated April 9, 2012.  Tribune
Chairman Samuel Zell came out the biggest loser in the wake of the
Court's decision.  Judge Carey determined that the Zell-controlled
EGI-TRB LLC Notes are at the bottom of Tribune's capital
structure.  Mr. Zell's claims ranked last in the Chapter 11
payments priority scheme, lagging behind holders of PHONES notes,
which are allowed in the aggregate amount of $759 million.

Mr. Zell, who called the buyout "deal from hell," put only $315
million of his own money at risk in the deal, the report noted.
In recent litigation, his investment venture attempted to get
equal footing with other low-ranking creditors when it comes to
sharing recovery, on the basis of a claim for $225 million, the
report noted.  The attempt failed, the report said.

Clean and blacklined copies of the Plan dated April 15, 2012, are
available for free at:

  http://bankrupt.com/misc/Tribune_Apr15Plan.pdf
  http://bankrupt.com/misc/Tribune_Apr15Plan_blacklined.pdf

Clean and blacklined copies of the Supplemental Disclosure
Document dated April 15, 2012, are available for free at:

  http://bankrupt.com/misc/Tribune_Apr15SDD.pdf
  http://bankrupt.com/misc/Tribune_Apr15SDD_blacklined.pdf

                       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)


TRIBUNE CO: Seeks Dismissal of Publishers Forest's Ch. 11 Cases
---------------------------------------------------------------
Tribune Company and its debtor affiliates ask Judge Kevin J.
Carey of the U.S. Bankruptcy Court for the District of Delaware
to dismiss the Chapter 11 case of Publishers Forest Products Co.
of Washington, Case No. 08-13201.

Publishers Forest is not a guarantor of Tribune's obligations
under the Senior Loan Agreement or the Bridge Loan Agreement.
There are only two unsecured claims against Publishers shown on
its schedules of assets and liabilities, each of which is owed to
another Tribune entity.  Moreover, three proofs of claim were
filed by third-party creditors in Publishers' Chapter 11 case.
Two of the claims, filed by The Travelers Indemnity Claim and
Valuation Research Corporation, do not appear to be predicated on
any independent business relationship with or liability incurred
by Publishers.

The third claim, filed by GBH Investments, LLC, asserted an
unliquidated claim in the amount of "$1 0 million - $13 million"
in connection with the environmental remediation of a piece of
land in Anacortes, Washington.  Publishers Forest disputes the
GBH Claim because, among other things, the GBH Claim was filed
well after the claims bar date.  GBH has neither sought nor
obtained an order from the Court to deem the GBH Claim as timely-
filed, and GBH's counsel has withdrawn its appearance in the
Debtors' Chapter 11 cases.

Section 1112(b) of the Bankruptcy Code allows the Court to
dismiss a bankruptcy case "for cause" and states in pertinent
part that the court will convert a case under this chapter to a
case under chapter 7 or dismiss a case under this chapter,
whichever is in the best interest of creditors and the estate,
for cause.

James F. Conlan, Esq., at Sidley Austin LLP, in New York, argues
that "cause" to dismiss Publishers' Chapter 11 case exists
because (i) it has no material assets, (ii) it has no active
business to reorganize, (iii) the Debtors have determined that
Publishers has no value to their business operations going
forward, (iv) Publishers is not a party to the Plan, and (v) any
claims against Publishers will receive little or no recovery
whether or not Publishers remains in Chapter 11.

Specifically, the Debtors have no records that indicate that
Publishers has had any operations since it divested the Land in
1984, Mr. Conlan discloses.  Its sole asset consists of mineral
and similar rights relating to certain real property in
Washington state (unrelated to the Land), which have no material
value and will not be utilized in the Debtors' ongoing business,
he says.  Following the Debtors' determination that Publishers
has no value to the business enterprise going forward, the
Debtors removed Publishers from the list of Debtors that would be
parties to the Plan in February 2012, he states.

More importantly, as a stand-alone entity not party to the Plan,
Publishers has no realistic prospect of reorganizing in Chapter
11, Mr. Conlan maintains.  Publishers will neither have an active
business going forward nor be a useful part of the Debtors'
business enterprise, and claims against it would receive little
or no recovery, he asserts.  On the contrary, the presence of the
GBH Claim against Publishers may present a substantial hurdle to
proposing and consummating a Chapter 11 plan for Publishers, he
stresses.   He however assures the Court that dismissal does not
prejudice any of the creditors of Publishers' estate, because
those parties will retain the ability to pursue their claims in
an appropriate non-bankruptcy forum, including in connection with
any dissolution of Publishers under Washington state law.

The Debtors further ask the Court to direct the use of an amended
caption that has been revised to reflect the exclusion of
Publishers in the footnoted list of the Debtors, following the
dismissal of Publishers' Chapter 11 case.

The Court will consider the Debtors' request on May 29, 2012.
Objections are due no later than May 22.

                June 7 Confirmation Hearing

Judge Kevin Carey scheduled the hearing to consider confirmation
of the Fourth Amended DCL Plan to commence on June 7, 2012.

Objections to confirmation of the Plan were due no later than
May 21, 2012.  The Debtors' deadline to file a brief in support
of the confirmation of the Plan is due on June 1.

At a hearing held on April 16, 2012, the bankruptcy judge said he
will approve the supplemental disclosure document after minor
changes regarding rules for the advisory board of a litigation
trust are made.  The litigation trust will pursue lawsuits arising
from the 2007 leveraged buyout of Tribune by Sam Zell.

There will be no more than three members of the Litigation Trust
Advisory Board and the initial members will be the members of the
Creditors' Committee that are or represent beneficiaries of
Litigation Trust Interests, including, without limitation,
Deutsche Bank Trust Company Americas, Wilmington Trust Company
and such other person to be disclosed with the Plan Supplement,
but excluding the Senior Loan Agent.

Judge Kevin Carey entered a formal order decreeing that the
disputes relating to how recoveries under Tribune's proposed
reorganization plan should be allocated are resolved for reasons
set forth in a memorandum opinion dated April 9, 2012.  Tribune
Chairman Samuel Zell came out the biggest loser in the wake of the
Court's decision.  Judge Carey determined that the Zell-controlled
EGI-TRB LLC Notes are at the bottom of Tribune's capital
structure.  Mr. Zell's claims ranked last in the Chapter 11
payments priority scheme, lagging behind holders of PHONES notes,
which are allowed in the aggregate amount of $759 million.

Mr. Zell, who called the buyout "deal from hell," put only $315
million of his own money at risk in the deal, the report noted.
In recent litigation, his investment venture attempted to get
equal footing with other low-ranking creditors when it comes to
sharing recovery, on the basis of a claim for $225 million, the
report noted.  The attempt failed, the report said.

Clean and blacklined copies of the Plan dated April 15, 2012, are
available for free at:

  http://bankrupt.com/misc/Tribune_Apr15Plan.pdf
  http://bankrupt.com/misc/Tribune_Apr15Plan_blacklined.pdf

Clean and blacklined copies of the Supplemental Disclosure
Document dated April 15, 2012, are available for free at:

  http://bankrupt.com/misc/Tribune_Apr15SDD.pdf
  http://bankrupt.com/misc/Tribune_Apr15SDD_blacklined.pdf

                       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)


TRIBUNE CO: Marc Kirschner Named Litigation Trustee
---------------------------------------------------
Wilmington Trust Company and Deutsche Bank Trust Company America,
as members of the Tribune Litigation Trust Advisory Board,
informed the Court on May 16, 2012, that they are designating
Marc Kirschner as litigation trustee of the Tribune Litigation
Trust.  Mr. Kirschner has agreed to accept that position.

In accordance with the direction of Judge Carey, on May 8, the
three initial members of the Tribune Litigation Trust Advisory
Board, to be created under the DCL Plan, agreed to hold an initial
telephonic meeting of the Tribune Litigation Trust Advisory Board
on May 11.  On May 10, William Niese, one of the designated
initial members of the Tribune Litigation Trust Advisory Board,
through his counsel, advised the other members of the Tribune
Litigation Trust Advisory Board that he would not be participating
in the May 11 call and that he has decided not to serve as a
litigation trust committee member at this time.

On May 11, WTC and Deutsche Bank went forward with the initial
meeting and voted for Mr. Kirschner.

WTC subsequently withdrew the notice of designation, explaining
that the notice disclosed information pertaining to the
designation of the Litigation Trustee prematurely.

                June 7 Confirmation Hearing

Judge Kevin Carey scheduled the hearing to consider confirmation
of the Fourth Amended DCL Plan to commence on June 7, 2012.

Objections to confirmation of the Plan were due no later than
May 21, 2012.  The Debtors' deadline to file a brief in support
of the confirmation of the Plan is due on June 1.

At a hearing held on April 16, 2012, the bankruptcy judge said he
will approve the supplemental disclosure document after minor
changes regarding rules for the advisory board of a litigation
trust are made.  The litigation trust will pursue lawsuits arising
from the 2007 leveraged buyout of Tribune by Sam Zell.

There will be no more than three members of the Litigation Trust
Advisory Board and the initial members will be the members of the
Creditors' Committee that are or represent beneficiaries of
Litigation Trust Interests, including, without limitation,
Deutsche Bank Trust Company Americas, Wilmington Trust Company
and such other person to be disclosed with the Plan Supplement,
but excluding the Senior Loan Agent.

Judge Kevin Carey entered a formal order decreeing that the
disputes relating to how recoveries under Tribune's proposed
reorganization plan should be allocated are resolved for reasons
set forth in a memorandum opinion dated April 9, 2012.  Tribune
Chairman Samuel Zell came out the biggest loser in the wake of the
Court's decision.  Judge Carey determined that the Zell-controlled
EGI-TRB LLC Notes are at the bottom of Tribune's capital
structure.  Mr. Zell's claims ranked last in the Chapter 11
payments priority scheme, lagging behind holders of PHONES notes,
which are allowed in the aggregate amount of $759 million.

Mr. Zell, who called the buyout "deal from hell," put only $315
million of his own money at risk in the deal, the report noted.
In recent litigation, his investment venture attempted to get
equal footing with other low-ranking creditors when it comes to
sharing recovery, on the basis of a claim for $225 million, the
report noted.  The attempt failed, the report said.

Clean and blacklined copies of the Plan dated April 15, 2012, are
available for free at:

  http://bankrupt.com/misc/Tribune_Apr15Plan.pdf
  http://bankrupt.com/misc/Tribune_Apr15Plan_blacklined.pdf

Clean and blacklined copies of the Supplemental Disclosure
Document dated April 15, 2012, are available for free at:

  http://bankrupt.com/misc/Tribune_Apr15SDD.pdf
  http://bankrupt.com/misc/Tribune_Apr15SDD_blacklined.pdf

                       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)


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

Moody's current ratings on Vulcan Materials Company and its
affiliates are:

Long Term Corporate Family Ratings domestic currency rating of
Ba2, On Watch Uncertain

Probability of Default rating of Ba2, On Watch Uncertain

Senior Unsecured domestic currency ratings of Ba2, 52 - LGD4, On
Watch Uncertain

Senior Secured Bank Credit Facility domestic currency ratings of
Ba1, 27 - LGD2, On Watch Uncertain

Senior Unsecured Shelf domestic currency ratings of (P)Ba2, On
Watch Uncertain

Subordinate Shelf domestic currency ratings of (P)B1, On Watch
Uncertain

Preferred Shelf domestic currency ratings of (P)B2, On Watch
Uncertain

Commercial Paper domestic currency ratings of NP, On Watch
Uncertain

Speculative Grade Liquidity Rating ratings of SGL-3

Legacy Vulcan Corp.

Senior Unsecured domestic currency ratings of Ba2, 52 - LGD4, On
Watch Uncertain

Backed Senior Unsecured domestic currency ratings of Ba2, On
Watch Uncertain

Backed Senior Unsecured MTN Program domestic currency ratings of
(P)Ba2, On Watch Uncertain

Ratings Rationale

On December 12, 2011, Vulcan's ratings were placed under review
for possible downgrade following Martin Marietta Materials'
unsolicited offer to acquire Vulcan.

The review will focus on the financial profile of the pro-forma
combined company, its business prospects, ability to achieve
synergies, and its ability to de-lever. The reviews will also
evaluate the company's liquidity profile, debt capital structure,
including relative priority of claim, and financial policies.
While the proposed transaction appears to present a modest credit
positive for Vulcan's bondholders, the review direction uncertain
considers Vulcan weak positioning in its rating category and the
possibility of alternative outcomes. Likewise, the Martin
Marietta's review for possible downgrade considers the prospective
magnitude of assumed debt, and a clear indication of Martin
Marietta's management's willingness to take on greater financial
and strategic risk than heretofore presumed.

The principal methodology used in rating Vulcan Materials Company
was the Global Building Materials Industry Methodology published
in July 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.


VUZIX CORP: Defaults Under Two Loan Agreements
----------------------------------------------
Vuzix Corporation has determined that it has in default under two
loan agreements with LC Capital Master Fund Ltd and Bridge Bank
National Association.  The Company was not in compliance with its
EBITDA covenant as of the end of its fiscal quarters ended
Sept. 30, 2011, Dec. 31, 2011, and March 31, 2012.

On Dec. 23, 2010, the Company entered into a Convertible, Senior
Secured Term loan in the principal amount of $4,000,000 with LC
Capital.  Under this agreement, the lender has a first priority
security interest on the Company's intellectual property and a
second priority security interest on all of the Company's other
assets.  As of March 31, 2012, the outstanding loan balance plus
accrued interest was $4,761,041.

On March 21, 2011, the Company entered into a Loan and Security
Agreement with Bridge Bank.  Pursuant to that Agreement, that bank
provided Company with a revolving loan credit facility of up to
$2 million, with the amount available to Company being based upon
an accounts receivable formula.  The Bank has been granted a first
position security interest in all of Company's current assets,
with the exception of Intellectual Property in which its position
is second to the lien of the holder of the Senior Loan.  All other
secured debt is subordinate to the Bank facility.  As of March 31,
2012, the outstanding loan balance was $422,000.

The lenders have currently indicated that they will not issue
waivers or enter into a forbearance agreement, under which each
would agree to forbear from enforcing its remedies against the
Company.  As such the lenders are currently able to exercise their
remedies under their loan agreements, including acceleration of
the amounts due and foreclosure and sale of the collateral held by
it.  The Company said that even if it receives a waiver or enters
into a forbearance agreement, it is uncertain whether the Company
will be able to meet the conditions contained in any such waiver
or forbearance agreement.

                         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.

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 Dec. 31, 2011, showed $5.81 million
in total assets, $12.64 million in total liabilities, and a
$6.82 million total stockholders' deficit.

After auditing the 2011 results, 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.

                         Bankruptcy Warning

The Company said in its 2011 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.


WALTER ENERGY: Moody's Changes Outlook on 'B1' CFR to Stable
------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Walter
Energy, Inc. to stable from positive. Concurrently Moody's
affirmed the ratings of Walter (including B1 Corporate Family
Rating, CFR), and assigned a speculative grade liquidity rating of
SGL-2 indicating good liquidity. The move to a stable outlook
reflects the expectation that the softness in the metallurgical
coal market could pressure Walter's profitability and production,
and increase the likelihood that over the next 12-18 months the
company would not be able to meaningfully reduce debt incurred to
finance the 2011 acquisition of Western Coal Corporation, as
previously anticipated.

Ratings affirmed:

  Issuer: Walter Energy, Inc.

   Corporate Family Rating, B1

   Probability of Default Rating, B2

   $375 million revolver due 2016 -- B1, LGD3, 32%

   $895 million term loan A due 2016 -- B1, LGD3, 32%

   $1.3 billion term loan B due 2018 -- B1, LGD3, 32%

Rating assigned:

   Speculative grade liquidity rating, SGL-2.

Outlook changed to Stable from Positive

RATINGS RATIONALE

The B1 CFR reflects Walter's diversified metallurgical coal
operation, free cash flow generation ability, and strong credit
metrics for the rating category. It also reflects Moody's view
that the acquisition of Western improved Walter's business profile
by increasing scale, operating diversity, geographic diversity,
and providing access to new export markets for metallurgical coal.
The CFR is constrained presently by high absolute debt levels,
execution risk associated with expansion projects in Western
Canada and Southern Appalachia, and Moody's view that there is
likelihood of margin compression over the intermediate term.

The stable outlook reflects Moody's view that Walter would
maintain good liquidity above $350 million (including cash
balances and revolver availability), continue making progress in
resolving production issues in Canada and at UK operations, lower
its mining costs enough to mostly offset tougher pricing and
demand environment for metallurgical coal, and largely meet its
production and EBITDA targets for 2012.

An upgrade could result if Walter repays a meaningful amount of
debt, substantially exceeds its production and EBITDA targets, and
maintains strong profitability and liquidity, and if the outlook
for met coal continues to be favorable. However, the outlook could
be changed to negative and/or the company's ratings could be
lowered if Walter does not maintain enough covenant cushion,
especially as it pertains to maintenance of total leverage ratio
pursuant to its credit agreement; if debt/EBITDA (including
Moody's standard adjustment) rises above 3.5x sustainably; if the
company generates negative free cash flow for more than two
quarters; if liquidity falls below $200 million; if global steel
production declines materially or unexpectedly due to any shock to
the global economy; or if the company makes sizeable debt-financed
acquisitions.

The principal methodology used in rating Walter Energy was the
Global Mining 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.

Walter Energy, Inc., headquartered in Birmingham, Alabama, is
primarily a metallurgical coal producer which also produces
metallurgical coke, steam and industrial coal, and natural gas. In
April 2011, the company acquired British Columbia based Western.
Walter's revenues were $2.8 billion for LTM period ended March 31,
2012.


WILLBROS UNITED: Moody's Confirms 'B3' CFR; Outlook Negative
------------------------------------------------------------
Moody's Investors Service confirmed Willbros United States
Holdings Inc.'s B3 corporate family rating ("CFR"), Caa1
probability of default rating, and B3 senior secured bank ratings,
but changed the ratings outlook to negative. At the same time,
Moody's affirmed the company's SGL-4 speculative liquidity rating
(indicating weak liquidity). This concludes the review for
downgrade initiated on March 30, 2012, driven by uncertainties as
to when Willbros' parent, Willbros Group Inc. ("WGI"), would file
its 2011 financial statements.

Rating Rationale

The ratings confirmation reflects the elimination of an impending
default event as WGI filed its financial statements by the April
9th, 2012 deadline required by the terms of its bank agreement. As
well, Willbros has reduced future uncertainties by settling its
sizeable lawsuit for $55 million, has made progress with its debt
reduction initiative and Moody's expects Willbros' operating
results will improve through the next 12 to 18 months. Willbros'
liquidity however remains weak as its bank revolver must be
refinanced in the near term (matures July 2013), it has minimal
surplus cash balances and Moody's expects payments associated with
the lawsuit settlement will consume most of Willbros' free cash
flow over the next year. For these reasons, Willbros' liquidity
rating has been affirmed at SGL-4 and its ratings outlook is
negative.

Willbros' B3 CFR primarily reflects its weak liquidity position,
significant exposure to fixed-price construction contracts in
highly competitive and cyclical end markets, and internal control
weaknesses over financial reporting. These factors are offset by
Moody's expectation that Willbros' backlog level will continue to
rise through 2012 driven by robust energy markets, and Willbros'
demonstrated commitment to reducing its debt levels. Willbros'
adjusted Debt/EBITDA leverage has declined to 5.6x at Q1/12
(including the litigation settlement amount as debt) from 7.7x one
year prior as management has implemented tighter cost controls and
has applied roughly $135 million of surplus cash, generated free
cash flow and asset sale proceeds to debt reduction. Moody's
expects Willbros will achieve modest growth in revenue and
profitability through the next 12 to 18 months and that its
leverage will decline towards 4.5x in this timeframe.

Downward rating action would occur if Willbros is unable to
refinance its bank facility in a timely manner or if Moody's
believed the company would not maintain compliance with its bank
covenants. Downward rating pressure could also develop if the
company sustained its adjusted leverage above 5.5x. If Willbros
can successfully refinance and gain access to most of its bank
facility (availability is currently restricted to $25 million
based on bank-defined leverage calculations), near term risks will
be reduced and the outlook would likely be stabilized. The rating
could be moved up should the company maintain an adequate
liquidity profile and sustain adjusted leverage below 4.5x.

The principal methodology used in rating Willbros was the Global
Construction Industry Methodology published in November 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.

Headquartered in Houston, Texas, Willbros United States Holdings,
Inc. is a wholly-owned subsidiary of publicly traded Willbros
Group, Inc. The companies provide engineering and construction
(E&C) services to the oil, gas and power industries, and also
provide end-to-end infrastructure construction services, primarily
for the electric and natural gas utility end-markets. Revenue for
the last twelve months ended March 31, 2011 was about $1.7
billion.


WVSV HOLDINGS: Claims Bar Date Set for July 6
---------------------------------------------
WVSV Holdings, LLC, won authority from the Bankruptcy Court to
employ the Law Offices of Michael W. Carmel, Ltd., as its Chapter
11 counsel.  The Court, in its order, noted the Firm represents no
adverse interest to the Debtor is a disinterested party, pursuant
to 11 U.S.C. Sections 101(14), 327, and 329.

In a separate ruling, the Court established July 6, 2012, as the
last day for creditors to file proofs of claim against the estate.
Creditors who fail to file by the deadline will be forever barred
from receiving a dividend in the Chapter 11 case.

The Court will hold a hearing on the Debtor's Chapter 11 petition
on June 12 at 9:00 a.m.

The U.S. Trustee for the District of Arizona will convene a
Meeting of Creditors under 11 U.S.C. Sec. 341(a) on June 19, 2012,
at 9:00 a.m. at US Trustee Meeting Room, 230 N. First Avenue,
Suite 102, in Phoenix.

                        About WVSV Holdings

W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant
land in Buckeye, Arizona, filed a petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in
Phoenix.  The Debtor claims that the three tracts of land planned
for "future development" are worth $120 million and secure $57.3
million in debt.  The Debtor scheduled $120.04 million in assets
and $57.35 million in liabilities.

West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe,
LLC, owns the remaining 25%.

Judge Redfield T. Baum, Sr., presides over the case.  Michael W.
Carmel, Esq., serves as the Debtor's counsel.  The petition was
signed by Lee Allen Johnson, manager of West Valley Ventures,
manager.


* Failing Banks Are Prohibited From Paying Retainers
----------------------------------------------------
U.S. District Judge Milton D. Shadur in Chicago ruled on May 22
that a bank at risk of failure can't pay retainers to lawyers for
use in the future in representing bank officers and directors.

The case involved George Washington Savings Bank, which paid
$250,000 in retainers to two law firms for the future defense of
bank officers.  The retainer agreements explicitly said there was
risk the bank would be seized or taken over by the Federal Deposit
Insurance Corp.  The bank indeed failed.

According to the report, after the FDIC sued the two firms, Judge
Shadur refused to dismiss the complaint, saying the retainers are
explicitly prohibited by 12 U.S.C. Section 1828(k)(3) dealing with
the powers of the FDIC. "It really does not matter" whether the
law firms knew about the statute or knew the retainers violated
the law, he said.  Although Judge Shadur only denied a motion to
dismiss, he ended the opinion by saying, "it appears quite likely
that no factual disputes stand in the way of a judgment in the
FDIC's favor."

Mr. Rochelle notes that the inability of failing banks to pay
retainers places more importance on the purchase of directors' and
officers' liability insurance.

The case is Federal Deposit Insurance Corp. v. Coleman Law Firm,
11-8823, U.S. District Court, Northern District of Illinois
(Chicago).


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------


                                            Total
                                           Share-      Total
                                 Total   Holders'    Working
                                Assets     Equity    Capital
  Company          Ticker         ($MM)      ($MM)      ($MM)
  -------          ------       ------   --------    -------
ABSOLUTE SOFTWRE   ABT CN        127.2       (3.2)      14.0
ACCO BRANDS CORP   ACCO US     1,044.9      (68.3)     311.8
AMC NETWORKS-A     AMCX US     2,125.8   (1,004.9)     506.4
AMER AXLE & MFG    AXL US      2,502.3     (376.4)     264.6
AMER RESTAUR-LP    ICTPU US       33.5       (4.0)      (6.2)
AMERISTAR CASINO   ASCA US     2,026.3      (45.8)     (13.5)
ARRAY BIOPHARMA    ARRY US       120.0      (78.8)      28.4
ATLATSA RESOURCE   ATL SJ        920.8     (233.7)      20.0
AUTOZONE INC       AZO US      6,148.9   (1,416.8)    (623.1)
BAZAARVOICE INC    BV US          46.8      (15.4)     (18.2)
BOSTON PIZZA R-U   BPF-U CN      166.1      (91.7)      (1.5)
CABLEVISION SY-A   CVC US      7,088.5   (5,609.6)    (218.0)
CAPMARK FINANCIA   CPMK US    20,085.1     (933.1)       -
CARMIKE CINEMAS    CKEC US       420.8       (1.9)     (26.1)
CC MEDIA-A         CCMO US    16,489.3   (7,802.6)   1,550.1
CENTENNIAL COMM    CYCL US     1,480.9     (925.9)     (52.1)
CHENIERE ENERGY    CQP US      1,762.3     (574.9)      31.7
CHOICE HOTELS      CHH US        443.2      (26.2)       2.1
CIENA CORP         CIEN US     1,918.3      (21.1)     918.6
CINCINNATI BELL    CBB US      2,657.9     (701.3)     (42.6)
CLOROX CO          CLX US      4,386.0     (106.0)    (689.0)
CROWN HOLDINGS I   CCK US      7,178.0      (82.0)     731.0
DEAN FOODS CO      DF US       5,758.6      (52.7)     296.0
DELTA AIR LI       DAL US     44,189.0   (1,011.0)  (5,347.0)
DENNY'S CORP       DENN US       336.2       (2.6)     (16.3)
DIRECTV-A          DTV US     21,912.0   (3,377.0)   1,210.0
DISH NETWORK-A     DISH US    12,409.5      (55.6)     778.4
DISH NETWORK-A     EOT GR     12,409.5      (55.6)     778.4
DOMINO'S PIZZA     DPZ US        601.3   (1,365.7)      58.8
DUN & BRADSTREET   DNB US      1,903.8     (628.3)    (261.0)
EDGEN GROUP INC    EDG US        555.6     (154.7)     267.4
FIESTA RESTAURAN   FRGI US       364.8       (3.2)      (9.0)
FIFTH & PACIFIC    FNP US        796.8     (161.9)       9.7
FREESCALE SEMICO   FSL US      3,371.0   (4,472.0)   1,444.0
GENCORP INC        GY US         931.2     (189.7)     108.9
GLG PARTNERS INC   GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US      400.0     (285.6)     156.9
GOLD RESERVE INC   GRZ CN         78.3      (25.8)      56.9
GOLD RESERVE INC   GRZ US         78.3      (25.8)      56.9
GRAHAM PACKAGING   GRM US      2,947.5     (520.8)     298.5
HCA HOLDINGS INC   HCA US     27,139.0   (7,324.0)   1,667.0
HUGHES TELEMATIC   HUTC US        94.0     (111.8)     (39.0)
HUGHES TELEMATIC   HUTCU US       94.0     (111.8)     (39.0)
INCYTE CORP        INCY US       293.6     (248.9)     133.9
IPCS INC           IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US       124.7      (64.8)       2.2
JUST ENERGY GROU   JE CN       1,644.4     (394.5)    (338.4)
JUST ENERGY GROU   JE US       1,644.4     (394.5)    (338.4)
LIVEWIRE ERGOGEN   LVVV US         0.1       (0.7)      (0.7)
LORILLARD INC      LO US       3,351.0   (1,666.0)     919.0
MARRIOTT INTL-A    MAR US      6,171.0     (848.0)  (1,442.0)
MEAD JOHNSON       MJN US      2,866.7      (28.5)     635.2
MERITOR INC        MTOR US     2,565.0     (945.0)     193.0
MERRIMACK PHARMA   MACK US        64.4      (43.6)      21.0
MONEYGRAM INTERN   MGI US      5,136.2      (92.5)     (16.2)
NATIONAL CINEMED   NCMI US       788.5     (347.4)     102.6
NAVISTAR INTL      NAV US     11,503.0     (190.0)   2,238.0
NEXSTAR BROADC-A   NXST US       578.2     (179.9)      34.5
NOVADAQ TECHNOLO   NDQ CN         23.5       (3.9)       7.5
NPS PHARM INC      NPSP US       183.3      (54.4)     130.0
NYMOX PHARMACEUT   NYMX US         6.4       (5.2)       2.9
ODYSSEY MARINE     OMEX US        21.9      (14.2)     (13.9)
OMEROS CORP        OMER US        21.1      (12.7)       1.0
ORGANOVO HOLDING   ONVO US         0.0       (0.1)      (0.1)
PALM INC           PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN   PDLI US       235.0     (243.8)      56.6
PEER REVIEW MEDI   PRVW US         1.4       (3.4)      (3.8)
PLAYBOY ENTERP-A   PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC       PRM US        208.0      (91.7)       3.6
PROOFPOINT INC     PFPT US        64.7      (29.1)     (33.7)
PROTECTION ONE     PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US       330.8      (67.6)      54.5
REGAL ENTERTAI-A   RGC US      2,307.0     (552.6)      46.5
RENAISSANCE LEA    RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A       REV US      1,156.7     (679.6)     184.9
REXNORD CORP       RXN US      3,290.9      (80.8)     551.0
RURAL/METRO CORP   RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL   SBH US      1,789.9      (69.2)     478.8
SINCLAIR BROAD-A   SBGI US     1,771.2      (87.2)       3.9
SPLUNK INC         SPLK US        82.2       (0.7)       1.1
TAUBMAN CENTERS    TCO US      3,096.4     (275.8)       -
THRESHOLD PHARMA   THLD US        89.7      (77.4)      72.8
UNISYS CORP        UIS US      2,455.6   (1,240.4)     430.5
VECTOR GROUP LTD   VGR US        886.1     (132.7)     145.6
VERISIGN INC       VRSN US     1,882.8      (71.3)     831.1
VERISK ANALYTI-A   VRSK US     1,892.0      (10.3)    (147.7)
VIRGIN MOBILE-A    VM US         307.4     (244.2)    (138.3)
WEIGHT WATCHERS    WTW US      1,176.1   (1,856.8)  (1,057.9)



                            *********

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.


                  *** End of Transmission ***