TCR_Public/120531.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, May 31, 2012, Vol. 16, No. 150

                            Headlines

10-16 MANHATTAN: Lender Offers $7.5MM Loan, Consents to Cash Use
10-16 MANHATTAN: Wants to Hire Landlord-Tenant Counsel
10-16 MANHATTAN: Asks Court to Order Receiver to Return Assets
ADINO ENERGY: Incurs $521,000 Net Loss in First Quarter
ARCAPITA BANK: Committee Questions Need for 3 Financial Advisors

AXION INTERNATIONAL: Amends 2011 Financial Statements
AXION INTERNATIONAL: Incurs $1.5 Million Net Loss in 1st Quarter
BALQON CORP: Incurs $1.6 Million Net Loss in First Quarter
BOOMERANG SYSTEMS: Incurs $3.1 Million Net Loss in March 31 Qtr.
BOWLES SUB: Files Schedules of Assets and Liabilities

BROADWAY FINANCIAL: Delays Form 10-Q for First Quarter
BROOKLYN NAVY: Moody's Cuts Senior Secured Debt Rating to 'B1'
BRUGNARA PROPERTIES: Court Converts Case to Chapter 7
CAMTECH PRECISION: Avstar Exclusivity Period Extended Thru July 3
CAMTECH PRECISION: R&J Exclusivity Period Extended Thru June 12

CEDARTOWN NORTH: Files Schedules of Assets and Liabilities
CENTER FIELD: Voluntary Chapter 11 Case Summary
CHARLES STREET: Can't Avoid Foreclosure, Lender Says
CHINA TEL GROUP: Incurs $1.8 Million Net Loss in First Quarter
CLARKE UNIVERSITY: Moody's Withdraws 'Ba1' Rating on 1998 Bonds

COACH AMERICA: Court Approves $134.2MM Sale to Stagecoach
COMMERCIAL MANAGEMENT: Sec. 341 Creditors' Meeting Set for June 7
CST INDUSTRIES: Moody's Withdraws 'B3' Corp. Family Rating
CYBERDEFENDER CORP: Wants Control of Case Through Nov. 19
CYCLONE POWER: Incurs $776,000 Net Loss in First Quarter

DAIRY FARMERS: Moody's Raises Preferred Stock Rating From 'Ba1'
DEWEY & LEBOEUF: Lenders Consent to Cash Use Through July 1
DEWEY & LEBOEUF: Ex-Employee Files Class Suit in Bankr. Court
DEWEY & LEBOEUF: Schedules Filing Deadline Extended to July 13
DEWEY & LEBOEUF: Former Partners Form Group, Hire Lawyer

DUTCH GOLD: Incurs $443,000 Net Loss in First Quarter
DYNASTY DEVELOPMENT: Paradise Bay Hotel Returns to Chapter 11
DYNEGY HOLDINGS: Parent Has Settlement Over $2.6-Bil. in Claims
DYNEGY HOLDINGS: Opposes Claren Bid for Bankruptcy Trustee
DYNEGY HOLDINGS: Court Won't Make Full Examiner Report Public

DYNEGY HOLDINGS: Claren Loses Bid for Subpoenas on Plant Sales
EAGLE POINT: Court OKs Atlas Group as Real Estate Broker
EASTMAN CHEMICAL: Moody's Assigns '(P)Ba1' Pref. Shelf Rating
EDIETS.COM INC: Seven Directors Elected at Annual Meeting
EGPI FIRECREEK: Incurs $841,000 Net Loss in First Quarter

ENDO HEALTH: Moody's Says Patent Settlement Credit Positive
ENOVA SYSTEMS: NYSE Notes of Low Equity, Continuing Losses
EPAZZ INC: Incurs $205,927 Net Loss in First Quarter
EXTENDICARE REAL ESTATE: Moody's Affirms 'B1' CFR; Outlook Stable
FAITH CHRISTIAN: Trustee Wants Dismissal Due to Lack of Reports

FAITH CHRISTIAN: SunTrust Wants Chapter 11 Trustee Appointed
FERRELLGAS PARTNERS: S&P Lowers Corporate Credit Rating to 'B'
GENMED HOLDINGS: Incurs $357,000 Net Loss in First Quarter
GIONI BROTHERS: Case Summary & 3 Largest Unsecured Creditors
HALE MOKU: OneWest Bank Wants Case Converted to Chapter 7

HARPER BRUSH WORKS: Files for Chapter 11 in Iowa
HIGH PLAINS: Incurs $5.8 Million Net Loss in First Quarter
HOUGHTON MIFFLIN: Fitch Junks Rating on Two Loan Facilities
INCREDIBLE DAVE'S: Financial Woes Prompt Chapter 11 Filing
INSIGHT GLOBAL: S&P Affirms 'B+' Corp. Credit Rating; Outlook Pos

INTERLINE BRANDS: Moody's Reviews 'B1' CFR/PDR for Downgrade
INTERNAL FIXATION: Incurs $720,000 Net Loss in First Quarter
INTERTAPE POLYMER: S&P Raises Corporate Credit Rating to 'B'
JENSEN FARMS: Files Chapter 11 to Finish Cantaloupe Deal
JOSEPHINE DIMITRI: La. Appeals Court Rules on Lease Dispute

KENTUCKY ECONOMIC: Moody's Lowers Revenue Bond Rating to 'Ba2'
KNOLL WEST: Case Summary & 12 Largest Unsecured Creditors
LAMAR ADVERTISING: Moody's Changes Rating Outlook to Positive
LEHR CONSTRUCTION: Ch. 11 Trustee Can Hire Woodwork Expert
MACKINAW POWER: Fitch Affirms Ratings on $147-Mil. Loan at 'BB-'

MARIANA RETIREMENT FUND: Judge Inclined to Dismiss Case
MARIANA RETIREMENT FUND: Sec. 341 Creditors' Meeting on June 15
MARIANA RETIREMENT FUND: Seeks Members' Input on Benefit Cuts
MARIANA RETIREMENT FUND: Sues Gov't Agencies Over Unpaid Fees
MARKETING WORLDWIDE: Reports $875,000 Net Income in March 31 Qtr.

MARMC TRANSPORTATION: Richardson Discharge Derails Plan Approval
MASTER SILICON: Incurs $981,000 Net Loss in First Quarter
MATTAPAN COMMUNITY: Files for Bankruptcy to Avert Foreclosure
MEDYTOX SOLUTIONS: Incurs $691,000 Net Loss in First Quarter
MEG ENERGY: Moody's Upgrades CFR to 'Ba3'; Outlook Stable

MF GLOBAL: S&P Withdraws 'D' Counterparty Credit & Issue Ratings
MIT HOLDING: Incurs $168,000 Net Loss in First Quarter
MORGAN INDUSTRIES: Status Conference Set for June 25
MORGAN INDUSTRIES: Wins OK to Hire Capstone as Fin'l Advisors
MORGAN INDUSTRIES: Sec. 341(a) Creditors' Meeting Set for June 7

MORGAN INDUSTRIES: Schedules Filing Deadline Extended to June 6
MORGAN INDUSTRIES: Has Green Light to Hire Donlin as Claims Agent
MORGAN'S FOODS: Board Amends Articles of Incorporation
MOUNTAN CITY MEAT: Chapter 11 Liquidating Plan Confirmed
NEXT 1 INTERACTIVE: Effects a 1-for-500 Reverse Stock Split

NORTHGATE PROPERTIES: Surrenders Property to Lender
OIL REFINERIES: Gets Waiver Letter for First Quarter
OPTIONS MEDIA: Incurs $2.5 Million Net Loss in First Quarter
OVERLAND STORAGE: Columbus Capital Ceases to Own 5% Equity Stake
PATIENT SAFETY: Kinderhook Discloses 20.1% Equity Stake

POSITRON CORP: Incurs $2.9 Million Net Loss in First Quarter
RANCHO DIAMANTE: Voluntary Chapter 11 Case Summary
REAL ESTATE ASSOCIATES: No Remaining Investment in Bellair
ROBERTS HOTELS: Spartanburg Files Schedules of Assets and Debts
SANOHO DEVELOPMENT: Employs Friedman Law Group as Counsel

SBMC HEALTHCARE: Sec. 341 Creditors' Meeting Moved to June 14
SBMC HEALTHCARE: Files Schedules of Assets and Liabilities
SBMC HEALTHCARE: Wants Johnson Deluca as Special Bankr. Counsel
SBMC HEALTHCARE: Taps Marilee A. Madan as General Bankr. Counsel
SBMC HEALTHCARE: Has OK to Use Cash Collateral Until June 29

SEANERGY MARITIME: Gets Waiver, Wins Loan Extension
SEMGROUP CORP: S&P Ups Corp. Credit Rating to 'B+'; Outlook Stable
SKINNY NUTRITIONAL: Incurs $1.5 Million Net Loss in 1st Quarter
SMART-TEK SOLUTIONS: Incurs $1.6MM Comprehensive Loss in Q1
SOUTH EASTERN MATERIALS: Ch. 7 Trustee Can Amend Avoidance Suits

STRATUS MEDIA: Incurs $15.8 Million Net Loss in 2011
STRATUS MEDIA: Incurs $2.5 Million Net Loss in First Quarter
SUNRISE REAL ESTATE: Incurs $1.05MM Net Loss in First Quarter
SUNVALLEY SOLAR: Incurs $259,000 Net Loss in First Quarter
TECHNEST HOLDINGS: Incurs $557,000 Net Loss in March 31 Quarter

TELKONET INC: Incurs $729,000 Net Loss in First Quarter
TELLICO LANDING: Wants Access to $4.1 Million Athena DIP Financing
THERMOENERGY CORP: Incurs $1.5 Million Net Loss in Q1
THERMOENERGY CORP: Joseph Bartlett Named to Board of Directors
UNILAVA CORP: Incurs $476,000 Net Loss in First Quarter

UNIVAR INC: Moody's Withdraws 'B2' Rating on $750MM Senior Notes
UNIVERSAL BIOENERGY: Incurs $697,000 Net Loss in First Quarter
VILLAGE OF RIVERDALE: Moody's Lowers GOULT Rating to 'B1'
VITRO SAB: Plan Is Testament of Audacity, Bondholders Say
VOICE ASSIST: Incurs $759,000 Net Loss in First Quarter

WILLIS PROPERTIES: Voluntary Chapter 11 Case Summary
ZOO ENTERTAINMENT: Reports $2.3-Mil. Net Income in 1st Quarter

* 'Excusable Neglect' Is No Help for Pro Se Litigant

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

10-16 MANHATTAN: Lender Offers $7.5MM Loan, Consents to Cash Use
----------------------------------------------------------------
10-16 Manhattan Avenue LLC and its debtor-affiliates seek
Bankruptcy Court approval of two funding sources:

     -- the use of cash securing obligations to DG UWS Sub LLC,
        the Debtors' prepetition lender; and

     -- $7,500,000 in new money loans committed by DG UWS Sub.

The Debtors said the Lender has consented to the use of cash
collateral subject to a cap of $980,000 per month based on six
months' budget prepared by Bluestar Properties, Inc., the Debtors'
property manager.

Pursuant to the DIP loan, $2,000,000 will be made available on an
interim basis.  The DIP loan will incur 6.24% interest per annum.
Default interest is 11.24% per annum.

According to the Debtors, during the course of their Chapter 11
cases, they will require funds for the operation of their
businesses, including funds for expenditures for repairs and
improvements to vacant apartments on their properties that will
enable the Debtors to rent them.

The Debtors propose to grant DG UWS Sub valid, perfected, and
enforceable liens, security interests, and superpriority claims
against all property of the Debtors' estates, subject to
prepetition liens and a carve-out for U.S. Trustee and Bankruptcy
Court clerk fees; and fees payable to professionals working on the
Chapter 11 cases.

As of April 20, 2012, DG UWS Sub asserts the principal amount of
$192,132,000 and accrued but unpaid interest of $37,672,388.

The Debtors originally obtained the loan in 2007 for $204 million
from Deutsche Bank Mortgage Capital, L.L.C., to renovate and
convert the Properties into condominium projects.  In May 2007,
Deutsche Bank assigned the debt to Wells Fargo Bank, N.A.  In July
2009, Wells Fargo assigned the debt to U.S. Bank National
Association, as Trustee for the Registered Holder of GE Commercial
Mortgage Corporation, Commercial Pass-Through Certificates, Series
2007C1.  On Nov. 2, 2011, U.S. Bank assigned the debt to DG UWS
Sub.

Pursuant to an appraisal commissioned by DG UWS Sub, the market
value of the Properties is estimated to be roughly $119,000,000.
The Debtors, based upon a valuation provided by a real estate
broker, estimate the market value of the Properties to be
$140,000,000.

                        Pre-Negotiated Plan

The Debtors were declared in default under the loan.  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.  On Jan. 9, 2012, the State Court
authorized the Receiver to retain Bluestar as managing agent of
the Properties and Wenig, Saltiel & Johnson LLP as his counsel.
On Jan. 24, 2012, Bluestar obtained the requisite insurance and
delivered attornment notices to the roughly 1,000 tenants of the
Properties.

Subsequent to filing the Foreclosure Action, DG and the Debtors
engaged in extensive negotiations and have entered into a
settlement agreement dated May 22, 2012, that resolves the
Foreclosure Action.  The settlement is to be implemented through
and effectuated by a pre-negotiated joint plan of reorganization
in an expedited chapter 11 process.  The Debtors filed the plan
together with the bankruptcy petitions.

Under the terms of the Settlement Agreement, (a) 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 a "buyer" designated by DG and (b) release DG,
Bluestar, and each of DG's designated buyers from all claims that
the Debtors have or could have asserted against them.

In exchange, DG will provide the Debtors with sufficient funds
with which to satisfy fully all allowed administrative, priority,
and general unsecured claims.

The Debtors believe that if the Plan is not confirmed, the
Debtors' cases will be dismissed and DG will prosecute the
Foreclosure Action and credit bid a portion of the Loan.  Under
such 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.

                   About 10-16 Manhattan Avenue

10-16 Manhattan Avenue LLC and 32 other entities, which own
residential apartment buildings in Manhattan, filed Chapter 11
bankruptcy petitions in Manhattan (Bankr. S.D.N.Y. Case Nos.
12-12261, 12-12264 to 12-12295) on May 24, 2012.  The Debtors are
owned by Praedium Fund VI, L.P. and Pinnacle Management Co. LLC.

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.

Judge Allan L. Gropper presides over the case.  Sanford P. Rosen,
Esq., and Nancy Lynne Kourland, Esq., at Rosen & Associates, P.C.,
serve as the Debtors' counsel.

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.  The Debtors owe lender DG UWS Sub LLC $192.1 million in
principal plus $37.7 million in unpaid interest.


10-16 MANHATTAN: Wants to Hire Landlord-Tenant Counsel
------------------------------------------------------
10-16 Manhattan Avenue LLC asks the Bankruptcy Court for authority
to employ the law firms of Green & Cohen, P.C., and Fischman &
Fischman as their special landlord-tenant counsel in connection
with a multitude of landlord-tenant proceedings that were
commenced by them prior to the bankruptcy filing date, or that
Bluestar Properties, Inc., the Debtors' property manager, intends
to commence subsequent to the Petition Date, against non-paying
and holdover tenants residing in the Debtors' properties.

The Debtors propose to pay the Firms at each firm's usual and
customary rates.  The Firms also will be reimbursed for their
reasonable out-of-pocket disbursements.  Any payments made to G&C
and Fischman, individually, will not exceed $10,000 per month and
$40,000 for the entire period in which the Debtors' cases are
pending.

Jason Green, Esq., a member of Green & Cohen P.C., and Doreen J.
Fishchman, Esq., a member of Fischman & Fischman, P.C., represent
that their respective firm, its members, and associates have no
other connection with the Debtors, their creditors, any other
party in interest, their respective attorneys or accountants, the
United States Trustee, or any person employed in the Office of the
United States Trustee.

                        Pre-Negotiated Plan

The Debtors were declared in default under their loans with DG UWS
Sub LLC.  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.  On Jan. 9, 2012, the State
Court authorized the Receiver to retain Bluestar as managing agent
of the Properties and Wenig, Saltiel & Johnson LLP as his counsel.
On Jan. 24, 2012, Bluestar obtained the requisite insurance and
delivered attornment notices to the roughly 1,000 tenants of the
Properties.

Subsequent to filing the Foreclosure Action, DG and the Debtors
engaged in extensive negotiations and have entered into a
settlement agreement dated May 22, 2012, that resolves the
Foreclosure Action.  The settlement is to be implemented through
and effectuated by a pre-negotiated joint plan of reorganization
in an expedited chapter 11 process.  The Debtors filed the plan
together with the bankruptcy petitions.

Under the terms of the Settlement Agreement, (a) 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 a "buyer" designated by DG and (b) release DG,
Bluestar, and each of DG's designated buyers from all claims that
the Debtors have or could have asserted against them.

In exchange, DG will provide the Debtors with sufficient funds
with which to satisfy fully all allowed administrative, priority,
and general unsecured claims.

The Debtors believe that if the Plan is not confirmed, the
Debtors' cases will be dismissed and DG will prosecute the
Foreclosure Action and credit bid a portion of the Loan.  Under
such 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.

                   About 10-16 Manhattan Avenue

10-16 Manhattan Avenue LLC and 32 other entities, which own
residential apartment buildings in Manhattan, filed Chapter 11
bankruptcy petitions in Manhattan (Bankr. S.D.N.Y. Case Nos.
12-12261, 12-12264 to 12-12295) on May 24, 2012.  The Debtors are
owned by Praedium Fund VI, L.P. and Pinnacle Management Co. LLC.

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.

Judge Allan L. Gropper presides over the case.  Sanford P. Rosen,
Esq., and Nancy Lynne Kourland, Esq., at Rosen & Associates, P.C.,
serve as the Debtors' counsel.

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.  The Debtors owe lender DG UWS Sub LLC $192.1 million in
principal plus $37.7 million in unpaid interest.


10-16 MANHATTAN: Asks Court to Order Receiver to Return Assets
--------------------------------------------------------------
10-16 Manhattan Avenue LLC and its debtor-affiliates ask the
Bankruptcy Court for an order:

     (a) directing the receiver for their assets to turn over
         property of the Debtors' chapter 11 estates,

     (b) authorizing and directing the Receiver to pay immediately
         those invoices in the Receiver's possession, custody, or
         control on the Petition Date for obligations incurred by
         him in his capacity as Receiver, or his authorized agent,

     (c) directing TD Bank to honor and process the Receiver's
         outstanding checks and transfers drawn on the Receiver's
         accounts,

     (d) directing the Receiver to turn over immediately to the
         Debtors in care of Bluestar Properties, the Debtors'
         property manager, all monies in the Receiver's Accounts
         in excess of those funds necessary to pay the Petition
         Date invoices,

     (e) authorizing and directing the Debtors or the Property
         Manager, with respect to invoices received by the
         Receiver subsequent to the Petition Date for obligations
         incurred him prior to the Petition Date, to issue checks
         and electronic transfers in payment thereof,

     (f) authorizing and directing the Receiver to deposit in a
         segregated bank account maintained for the benefit of the
         Debtors all checks for Rent made payable to and received
         by him after the Petition Date,

     (g) directing the Receiver to turnover Post-Petition Date
         Rents,

     (h) authorizing and directing the Property Manager, on an
         interim basis, to issue checks in payment of the
         Superintendent Wages, Payroll Taxes, and other related
         obligations, and

     (i) directing and authorizing the Receiver to give notice to
         residential tenants to remit rental payments to the
         Debtors in care of the Property Manager.

                        Pre-Negotiated Plan

The Debtors were declared in default under their loans with DG UWS
Sub LLC.  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.  On Jan. 9, 2012, the State
Court authorized the Receiver to retain Bluestar as managing agent
of the Properties and Wenig, Saltiel & Johnson LLP as his counsel.
On Jan. 24, 2012, Bluestar obtained the requisite insurance and
delivered attornment notices to the roughly 1,000 tenants of the
Properties.

Subsequent to filing the Foreclosure Action, DG and the Debtors
engaged in extensive negotiations and have entered into a
settlement agreement dated May 22, 2012, that resolves the
Foreclosure Action.  The settlement is to be implemented through
and effectuated by a pre-negotiated joint plan of reorganization
in an expedited chapter 11 process.  The Debtors filed the plan
together with the bankruptcy petitions.

Under the terms of the Settlement Agreement, (a) 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 a "buyer" designated by DG and (b) release DG,
Bluestar, and each of DG's designated buyers from all claims that
the Debtors have or could have asserted against them.

In exchange, DG will provide the Debtors with sufficient funds
with which to satisfy fully all allowed administrative, priority,
and general unsecured claims.

The Debtors believe that if the Plan is not confirmed, the
Debtors' cases will be dismissed and DG will prosecute the
Foreclosure Action and credit bid a portion of the Loan.  Under
such 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.

                   About 10-16 Manhattan Avenue

10-16 Manhattan Avenue LLC and 32 other entities, which own
residential apartment buildings in Manhattan, filed Chapter 11
bankruptcy petitions in Manhattan (Bankr. S.D.N.Y. Case Nos.
12-12261, 12-12264 to 12-12295) on May 24, 2012.  The Debtors are
owned by Praedium Fund VI, L.P. and Pinnacle Management Co. LLC.

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.

Judge Allan L. Gropper presides over the case.  Sanford P. Rosen,
Esq., and Nancy Lynne Kourland, Esq., at Rosen & Associates, P.C.,
serve as the Debtors' counsel.

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.  The Debtors owe lender DG UWS Sub LLC $192.1 million in
principal plus $37.7 million in unpaid interest.


ADINO ENERGY: Incurs $521,000 Net Loss in First Quarter
-------------------------------------------------------
Adino Energy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $521,316 on $98,733 of total revenues for the three
months ended March 31, 2012, compared with a net loss of $493,472
on $24,753 of total revenues for the same period during the prior
year.

The Company previously reported a net loss of $1.31 million in
2011, compared with a net loss of $277,802 in 2010.

The Company's balance sheet at March 31, 2012, showed
$2.53 million in total assets, $5.66 million in total liabilities,
and a $3.12 million total stockholders' deficit.

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

                        http://is.gd/X7t8sj

                         About Adino Energy

Based in Houston, Texas, Adino Energy Corporation (OTC BB: ADNY)
-- http://www.adinoenergycorp.com/-- through its wholly owned
subsidiary Intercontinental Fuels, LLC, specializes in fuel
terminal operations for retail, wholesale, and governmental
suppliers.

In its audit report for the 2011 results, M&K CPAS, PLLC, in
Houston, Texas, 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 maintains a working capital deficit.


ARCAPITA BANK: Committee Questions Need for 3 Financial Advisors
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Arcapita Bank
B.S.C.(c) said it does not dispute the Debtors' need for an
independent, unaffiliated professional to value their businesses,
nor question the qualifications of KPMG LLP to serve as the
Debtors' "valuation advisor."  However, the panel pointed out the
Debtors are seeking to retain three professional firms to perform
financial advisory services -- (a) KPMG, (b) Alvarez & Marsal
North America, LLC, and (c) Rothschild Inc. and N M Rothschild &
Sons Limited.  Even under the best of circumstances, this
construct raises the spectre of duplication and inefficiency, the
Committee said, and ach of the Retention Applications must be
subjected to careful scrutiny and considered not only
independently but collectively as well.  The Committee asked the
Court to defer consideration of the Debtors' request to employ
KPMG until a subsequent hearing date when all of the Retention
Applications can be considered collectively or, in the
alternative, deny the KPMG Retention Application until the
Committee's concerns can be addressed.

Meanwhile, the Committee expressed support on Arcapita Bank's
request to provide up to $30.4 million in funding to its Lusail
joint venture.  The Committee said the Debtors' decision was the
product of weeks of careful analysis and deliberation, including
multiple presentations to the Committee's advisors by the Debtors,
their local counsel and a third party appraiser.  The Committee
said it grappled with the relief requested in the Lusail Payment
Motion, in the first instance because of the attention surrounding
"Lusail," and then because of the Debtors' liquidity position.
However, after comprehensive review of the proposal, and in light
of the modifications made to the proposed form of order at the
Committee's request, and other protections to which the Debtors
and the Committee have agreed, the Committee has concluded that
the proposed payment reflects an appropriate exercise of the
Debtors' business judgment, as it affords the Debtors an
opportunity to increase significantly the value of the Debtors'
estates for the benefit of unsecured creditors, while maintaining
the status quo among the members of the Arcapita Group and third
parties with respect to claims and causes of action that may
exist.

                       About Arcapita Bank

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

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

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

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

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

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

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

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


AXION INTERNATIONAL: Amends 2011 Financial Statements
-----------------------------------------------------
Axion International Holdings, Inc., amended its annual report
for the year ended Dec. 31, 2011, and quarterly report for the
quarter ended Sept. 30, 2011, to amend and restate its
consolidated financial statements and related disclosures.

The Company's management recommended and its Board of Directors
concluded, that the Company's previously issued audited
consolidated financial statements for the year ended Dec. 31,
2011, and the interim unaudited condensed consolidated financial
statements included in the Company's Sept. 30, 2011, quarterly
report on Form 10-Q needed to be restated as a result of certain
corrections and therefore could no longer be relied upon.

The effect of the (non-cash) changes in the Company's accounting
treatment related to the fair value of the Company's derivative
warrant liabilities and beneficial conversion feature embedded in
the Company's Preferred Stock resulted in an increase in the
Company's net loss as reported in the statement of operations for
the year ended Dec 31, 2011, of $1,875,463 and a increase in the
Company's net loss attributable to common shareholders to
$10,987,243.  The cumulative effect on the Company's balance sheet
was to increase in the Company's stockholders' deficit by $591,036
to $4,959,805 as of Dec. 31, 2011.

The effect of the (non-cash) changes in the Company's accounting
treatment related to the fair value of our derivative warrant
liabilities of the Company's Preferred Stock resulted in an
increase in the Company's net loss as reported in its statement of
operations for the three and nine months ended Sept. 30, 2011, of
$2,396,300 for both periods and an increase in the Company's net
loss attributable to common shareholders to $4,305,487 and
$9,388,821, respectively.  The cumulative effect on the Company's
balance sheet was to increase in the Company's stockholders'
deficit by $2.4 million to $5,399,931 as of Sept. 30, 2011.

A copy of the amended 2011 annual report is available for free at:

                        http://is.gd/Ff4lyZ

A copy of the amended Sept. 30 quarterly report is available at:

                        http://is.gd/3xSG3q

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010 and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.

Axion International reported a net loss of $8.06 million on $3.88
million of revenue for the 12 months ended Dec. 31, 2011, compared
with a net loss of $7.10 million on $1.56 million of revenue for
the 12 months ended Sept. 30, 2010.


AXION INTERNATIONAL: Incurs $1.5 Million Net Loss in 1st Quarter
----------------------------------------------------------------
Axion International Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $1.56 million on $2.29 million of revenue
for the three months ended March 31, 2012, compared with a net
loss of $1.92 million on $190,887 of revenue for the same period
during the prior year.

Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010.

The Company's balance sheet at March 31, 2012, showed $5.10
million in total assets, $3.54 million in total liabilities, $5.69
million in 10% convertible preferred stock, $242,500 in redeemable
common stock, and a $4.37 million total stockholders' deficit.

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

                        http://is.gd/0DopWu

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010 and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.


BALQON CORP: Incurs $1.6 Million Net Loss in First Quarter
----------------------------------------------------------
Balqon Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.66 million on $194,999 of revenue for the three months ended
March 31, 2012, compared with a net loss of $2.53 million on
$115,786 of revenue for the same period during the prior year.

The Company reported a net loss of $7.05 million on $2.13 million
of revenues for 2011, compared with a net loss of $4.30 million on
$677,745 of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed $2.22
million in total assets, $6.80 million in total liabilities, all
current, and a $4.57 million total shareholders' deficiency.

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

                       http://is.gd/GG3Tkp

                    About Balqon Corporation

Harbor City, California-based Balqon Corporation is a developer
and manufacturer of electric drive systems, charging systems and
battery systems for trucks, tractors, buses, industrial equipment
and renewable energy storage devices.  The Company also designs
and assembles electric powered yard tractors, short haul drayage
tractors and inner city trucks utilizing our proprietary drive
systems, battery systems and charging systems.

Following the Company's 2011 results, Weinberg & Company, P.A., in
Los Angeles, California, expressed substantial doubt about
Balqon's ability to continue as a going concern.  The independent
auditors noted that the Company has a shareholders' deficiency and
has experienced recurring operating losses and negative operating
cash flows since inception.


BOOMERANG SYSTEMS: Incurs $3.1 Million Net Loss in March 31 Qtr.
----------------------------------------------------------------
Boomerang Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $3.14 million on $178,999 of total revenues for the
three months ended March 31, 2012, compared with a net loss of
$5.87 million on $153,487 of total revenues for the same period a
year ago.

The Company reported a net loss of $6.14 million on $380,778 of
total revenues for the six months ended March 31, 2012, compared
with a net loss of $12.42 million on $1.31 million of total
revenues for the same period during the prior year.

The Company reported a net loss of $19.10 million for 2011 and a
net loss of $15.78 million during the prior year.

The Company's balance sheet at March 31, 2012, showed $5.38
million in total assets, $14.57 million in total liabilities and a
$9.18 million total stockholders' deficit.

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

                         http://is.gd/yOzCdI

                        About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

                         Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31 2011, the Company said
its operations may not generate sufficient cash to enable it to
service its debt.  If the Company were to fail to make any
required payment under the notes and agreements governing its
indebtedness or fail to comply with the covenants contained in the
notes and agreements, the Company would be in default.  The
Company's debt holders would have the ability to require that the
Company immediately pay all outstanding indebtedness.  If the debt
holders were to require immediate payment, the Company might not
have sufficient assets to satisfy its obligations under the notes
or the Company's other indebtedness.  In such event, the Company
could be forced to seek protection under bankruptcy laws, which
could have a material adverse effect on its existing contracts and
its ability to procure new contracts as well as its ability to
recruit or retain employees.  Accordingly, a default could have a
significant adverse effect on the market value and marketability
of the Company's common stock.


BOWLES SUB: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Bowles Sub Parcel A, LLC, filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:

     NAME OF SCHEDULE                    ASSETS     LIABILITIES
     ----------------                    ------     -----------
   A - Real Property                $11,320,485

   B - Personal Property               $121,783

   C - Property Claimed as
       Exempt

   D - Creditors Holding Secured
       Claims                                        $8,902,001

   E - Creditors Holding
       Unsecured Priority Claims                             $0

   F - Creditors Holding
       Unsecured Nonpriority Claims                    $814,340
                                    -----------     -----------
                                    $11,442,268      $9,716,342

                 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.


BROADWAY FINANCIAL: Delays Form 10-Q for First Quarter
------------------------------------------------------
Broadway Financial Corporation informed the U.S. Securities and
Exchange Commission that it needs more time to complete the
required fair value disclosures for the quarterly report for the
period ended March 31, 2012.  The Company expects to file the
quarterly report on Form 10-Q by May 31, 2012.

                      About Broadway Financial

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

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

Crowe Horwath LLP, in Costa Mesa, California, issued a "going
concern" qualification on the financial statements for the year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has a tax sharing liability to its consolidated subsidiary
that exceeds its available cash.  The liability will be settled
pursuant to the tax sharing agreement on or before April 2, 2012,
at which point the Company will run out of operating cash.  "In
addition, the Company is in default under the terms of a $5
million line of credit with another financial institution lender.
Finally, the Company has sustained recurring operating losses
mainly caused by elevated levels of loan losses, and as discussed
in Note 15, the Company and its Bank subsidiary, Broadway Federal
Bank are both under formal regulatory agreements."


BROOKLYN NAVY: Moody's Cuts Senior Secured Debt Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service downgraded the senior secured debt
rating of Brooklyn Navy Yard Cogeneration Partners L.P. (BNY
Cogen) to B1 from Ba3. The outlook continues to be negative.

Rating Rationale

The downgrade reflects the history of volatile financial
performance, which is reflected in the project's debt service
coverage ratio measuring below 1.0 times since 2008. The
persistent financial underperformance can be attributed to a
number of factors: poor operating performance in certain years
(2008 and 2010) that impacted availability under the PPA; higher
than anticipated operating and maintenance costs to cover outages
as well as scheduled overhauls; volatile natural gas prices and
imperfect pass-through of fuel costs; warm winter weather in 2010
and 2012 that impacted steam sales to Consolidated Edison Company
of New York (ConEd; senior unsecured rated A3, outlook stable);
and lately, high gas transportation costs that have eroded the
plant's operating margins. Each year, one or more of these issues
has impacted financial performance. While BNY Cogen management has
worked diligently to resolve problems, as soon as one problem is
corrected, another one appears. Furthermore, Moody's does not
believe that the coverages will be much above 1.0 times over the
next several years, barring a change to its transportation
agreement.

Moody's has noted the above issues in prior research, but has
maintained the Ba3 rating over the last few years (despite the
weak metrics for the rating category) because of several strengths
of this project: namely, the long-term energy sales agreement with
ConEd; the facility's location in metropolitan New York; the
importance of the project's steam to New York; and its valuable
"in-city generation" location. While these factors remain key
strengths of the project and continue to provide lift to the
existing rating, the project's persistent underperformance and
continual challenges are better reflective of a "B" rating level.

Nearly all of the revenues generated by BNY Cogen are derived from
a long-term energy sales agreement for electricity and steam with
ConEd. Under the contract, ConEd purchases essentially the entire
output of the facility in the form of steam and/or electricity.
Steam sales are often more profitable than gas, particularly in
the important first quarter of each year when steam sales are
vital to heating buildings in lower Manhattan. Given the
importance of steam revenue to the project, the first quarter of
any calendar year will generally provide the greatest proportion
of cash flow available for debt service for the year. In its
budget, BNY Cogen had anticipated first quarter 2012 debt service
coverage to be 2.17 times. Mild winter weather in New York,
combined with lower than anticipated steam volumes and prices,
resulted in less than expected cash flow, which resulted in actual
first quarter debt service coverage measuring 1.70 times (vs. 2.11
times in 2011). Given the lower coverage in the all-important
first quarter, Moody's expects that the full year coverage ratio
will be below the 1.25 times metric budgeted for the full year,
reflecting a continuation of the project's thin coverage margins.
The debt service coverage for full-year 2011 measured 0.91 times
and the debt service coverage for the 12 month period ending
03/31/2012 was 0.80x. Notwithstanding the project's below 1.0x
debt service coverage ratio, the project has not yet had to draw
upon the debt service reserve fund to cover any shortfalls to
date, but has instead relied upon available cash.

The project has also been negatively impacted by rising natural
gas transportation costs on the TransCanada pipeline (TransCanada
Pipelines Limited senior unsecured rated A3, outlook stable),
which accounts for 45% of the project's daily fuel requirements
under a transportation service contract that expires in September
2016. The shipping tariff TransCanada charges BNY Cogen is set in
accordance with rate cases approved by the Canadian National
Energy Board. The last rate case, which was approved in 2007,
provided for a mechanism to allow for total costs to be passed
among customers via a formula. This tariff mechanism has resulted
in higher rates for customers, primarily due to the developments
in natural gas supply pertaining to exploration in shale
formations (i.e., Marcellus). As shale gas became more readily
available, and many shippers rolled off their TransCanada
contracts to purchase from new sources, the remaining contracted
shippers were left to cover the pipeline's costs, resulting in
steep rate increase in rates. In 2011 alone, rates increased by
38% effective March 1, followed by an additional 9% increase
effective July 1. These unexpected rate increases have raised BNY
Cogen's operating expenses and narrowed operating cash flow
available to pay for debt service for 2011.

BNY Cogen management has taken steps to mitigate this exposure in
2012, mainly by entering into assignments of the shipping contract
to other counterparties. This should result in some fuel
transportation cost savings in 2012. Furthermore, in October 2011,
TransCanada filed a new rate case with the Canadian National
Energy Board, which if approved, should result in a significant
rate reduction for customers going forward, including BNY Cogen.
TransCanada filed a proposed rate making methodology and rate case
with the Canadian National Energy Board that would reduce the gas
shipper tariff rate by 40% from the current level for 2012 and
2013. Management anticipates that if the filing is approved, and
rates are reduced by 40%, the project's financial performance
would commensurately improve by about 30 basis points, which would
move Moody's expectation of around 1.0 times coverage to something
much higher than that, barring any unforeseen operating or other
issues. If the rate filing is not approved, then Moody's
expectation is that the project will likely continue to
underperform until 2016, when the TransCanada transportation
service contract expires. In addition, scheduled amortization
steps up considerably after 2016. A decision from the Canadian
National Energy Board is expected by the end of 2012.

Moody's also notes the maturity of the project's $18 million
working capital facility and debt service reserve letter of credit
facility in November 2012. These facilities have provided an
important source of liquidity to the project. BNY Cogen management
has initiated discussions with its lenders about renewing these
facilities, but their coming maturity creates an additional risk
factor to the project and a primary contributor to Moody's
negative rating outlook. The debt service reserve letter of credit
facility does have a three-year term out feature.

The negative rating outlook reflects Moody's expectation that the
project will continue to produce coverages at or near 1.0 times
and factors in the uncertainty around the extension of the
company's working capital facilities, particularly if clarity
around the TransCanada tariff is not known.

In light of the downgrade and continuing negative outlook, the
rating is not expected to be upgraded in the near term. However,
if the project's working capital facilities are extended on a
multi-year basis, and if the TransCanada shipper tariff is
successfully lowered, and this results in significant savings to
BNY Cogen such that its coverage metric improves to a level above
1.0 times, then the rating outlook could be stabilized.

However, the rating could come under downward pressure if the
coverage metrics remain below 1.0 times leading to a draw upon the
debt service reserve or if the project is not able to extend its
working capital facilities in a timely fashion, or if additional
operating problems surface such that financial performance weakens
further.

The principal methodology used in rating Brooklyn Navy Yard
Cogeneration Partners L.P. was the Power Generation Projects
methodology, which can be found at www.moodys.com in the Credit
Policy & Methodology directory, in the Rating Methodologies
subdirectory. Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
in the Credit Policy & Methodologies directory.

The last rating action was on June 12, 2009, when the senior
secured rating of Brooklyn Navy Yard Cogeneration Partners L.P.
was lowered to Ba3 from Ba2, and a negative outlook was assigned.

Brooklyn Navy Yard Cogeneration Partners L.P. is a 286 MW gas-
fired cogeneration facility located in Brooklyn, New York. The
project sells nearly 100% of its power and steam output to ConEd
under a long term sales agreement that expires in 2036. BNY Cogen
is owned by Mission Energy New York Inc., which is owned by Tyche
Power Partners LLC, which is in turn owned by Olympus Holdings LLC
and Metalmark Capital.


BRUGNARA PROPERTIES: Court Converts Case to Chapter 7
-----------------------------------------------------
The U.S. Bankruptcy Court granted the request of the U.S. Trustee
for conversion of the Chapter 11 case of Brugnara Properties VI to
a liquidation under Chapter 7.

San Francisco, California-based Brugnara Properties VI owns a
real property located at 224 Sea Cliff Avenue, San Francisco,
California.  Brugnara estimates that the property is worth
$14 million to $15 million.

The Company filed for Chapter 11 protection (Bankr. N.D. Calif.
Case No. 10-33637) on Sept. 17, 2010.  The Company disclosed
$17,800,000 in assets and $11,667,750 in liabilities as of the
Chapter 11 filing.


CAMTECH PRECISION: Avstar Exclusivity Period Extended Thru July 3
-----------------------------------------------------------------
Avstar Fuel Systems, Inc.'s exclusive right to solicit acceptances
to a filed plan of reorganization is extended through and
including July 3, 2012, Chief Bankruptcy Judge Paul G. Hyman
ruled.

In its request, Avstar said it is in the process of soliciting
acceptances of its chapter 11 plan, and has devoted much time and
effort to soliciting votes.  However, a recent District Court
Order significantly altered Regions Bank' treatment under the
Plan, thereby complicating solicitation.  Moreover, the exact
amount of Marvel Schebler Aircraft Carburetors LLC's claim remains
unknown because MSA's costs and attorneys' fees have not yet been
determined.

Avstar said an extension of its Exclusivity Periods will provide
it with the opportunity to further negotiate with its creditors
and resolve the issues.  Avstar filed its Plan and Disclosure
Statement on July 5, 2011.

On March 30, 2012, the United States District Court for the
Southern District of Florida (Case No. 11-80419-CIV-MARRA) issued
an Opinion and Order, reinstating Regions Bank as a secured
creditor of the Debtors.

On Aug. 9, 2011, MSA filed a Motion to Estimate and Allow Claim
for Voting Purposes.

On April 30, 2012, the Court entered its Order Granting MSA's
Motion to Estimate and Allow Claims for Voting Purposes.
Subsequently, Avstar filed the Motion to Clarify Order Granting
Motion to Estimate and Allow Claims for Voting Purposes.

On May 3, 2012, the Court entered its Order Denying Without
Prejudice Motion to Clarify, which provides, inter alia, that
Avstar may raise any issues contained in the Motion to Clarify if
and when MSA files a request for attorneys' fees and costs.

                      About Camtech Precision

Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
Avstar Fuel Systems, Inc., and R & J National Enterprises Inc.
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
Nos. 10-22760, 10-22762 and 10-22762) on May 10, 2010.

Avstar, founded in 2007, designs, manufactures and overhauls
carburetors and fuel injection systems for the aviation industry.
Avstar is the holder of Federal Aviation Administration Parts
Manufacturer Approvals for general aviation fuel systems.  Avstar
generates sales primarily from new product sales and overhauls of
carburetors and servos for the general aviation industry.

Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A.,
in Boca Raton, Florida, serves as counsel to the Debtors.  Carlos
E. Sardi, Esq., and Glenn D. Moses, Esq., at Genovese Joblove
Battista P.A., in Miami, Florida, represent the Official Committee
of Unsecured Creditors.  In its schedules, Camtech disclosed
assets of $10,977,673 and debts of $14,625,066.


CAMTECH PRECISION: R&J Exclusivity Period Extended Thru June 12
---------------------------------------------------------------
Chief Bankruptcy Judge Paul G. Hyman extended R&J National
Enterprises, Inc.'s exclusive right to:

     -- file a plan of reorganization through and including
        June 12, 2012; and

     -- solicit acceptances to a filed plan through and including
        Aug. 14, 2012.

Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
Avstar Fuel Systems, Inc., and R & J National Enterprises Inc.
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
Nos. 10-22760, 10-22762 and 10-22762) on May 10, 2010.

Avstar, founded in 2007, designs, manufactures and overhauls
carburetors and fuel injection systems for the aviation industry.
Avstar is the holder of Federal Aviation Administration Parts
Manufacturer Approvals for general aviation fuel systems.  Avstar
generates sales primarily from new product sales and overhauls of
carburetors and servos for the general aviation industry.

Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A.,
in Boca Raton, Florida, serves as counsel to the Debtors.  Carlos
E. Sardi, Esq., and Glenn D. Moses, Esq., at Genovese Joblove
Battista P.A., in Miami, Florida, represent the Official Committee
of Unsecured Creditors.  In its schedules, Camtech disclosed
assets of $10,977,673 and debts of $14,625,066.


CEDARTOWN NORTH: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Cedartown North Partnership LLC filed with the Bankruptcy Court
for the Northern District of Georgia its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $9,128,200
  B. Personal Property                $8,062
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,568,170
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $200,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $40,499
                                 -----------      -----------
        TOTAL                     $9,136,262       $6,808,670

A full text copy of the company's schedules is available free at:

         http://bankrupt.com/misc/CEDARTOWN_NORTH_sal.pdf

Cedartown, Georgia-based Cedartown North Partnership LLC filed a
bare-bones Chapter 11 petition (Bankr. N.D. Ga. Case No. 12-41031)
in Rome, Georgia on April 2, 2012.  The city of Cedartown has an
unliquidated claim for property taxes aggregating $200,000,
according to the list of unsecured creditors.  Paul Reece Marr,
Esq., at Paul Reece Marr, P.C., serves as counsel to the Debtor.


CENTER FIELD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Center Field Properties LLC
        dba Hawthorn Suites
        4681 Harlequin Ct
        Missoula, MT 59808

Bankruptcy Case No.: 12-60854

Chapter 11 Petition Date: May 29, 2012

Court: United States Bankruptcy Court
       District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: James A Patten, Esq.
                  PATTEN PETERMAN BEKKEDAHL & GREEN
                  Ste 300, The Fratt Bldg
                  2817 2nd Ave N
                  Billings, MT 59101
                  Tel: (406) 252-8500
                  Fax: (406) 294-9500
                  E-mail: japatten@ppbglaw.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Thomas J. Poindexter, member.


CHARLES STREET: Can't Avoid Foreclosure, Lender Says
----------------------------------------------------
Jerry Kronenberg at the Boston Herald reports Charles Street AME
Church's lender argued in court last week that the Roxbury
congregation can't avoid foreclosure by filing bankruptcy because
it's just an arm of the cash-rich African Methodist Episcopal
movement.

"Whose property is it anyway?" the report quotes Lawrence Edelman,
Esq., who represents Boston-based OneUnited Bank, as saying.
"Very clearly, the beneficial interest in held by the greater
church -- the African Methodist Episcopal Church."  The 194-year-
old Charles Street congregation filed Chapter 11 in March to
prevent OneUnited from seizing the church through a foreclosure
auction, the report notes.

The report recounts Charles Street missed a $1.1 million "balloon"
mortgage payment on the building in December, but has been locked
in legal disputes with the bank over loans for years.  The church
has proposed repaying the $1.1 million over the next three decades
as part of a bankruptcy restructuring.  But OneUnited has asked
the bankruptcy judge to throw out the case because it believes the
church is just a unit of the AME movement's First District, which
the bank claims has millions in assets.

The report says Mr. Edelman had argued that the AME movement's
constitution says individual houses of worship are merely "held in
trust for the Greater Church."  But in court papers filed ahead of
the hearing, Charles Street dismissed the bank's position as "a
set of totally erroneous and bizarre arguments."

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


CHINA TEL GROUP: Incurs $1.8 Million Net Loss in First Quarter
--------------------------------------------------------------
VelaTel Global Communications, formerly known as China Tel
Group 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 $162,665 of revenue for the three months ended
March 31, 2012, compared with a net loss of $8.34 million on
$204,371 of revenue for the same period a year ago.

The Company reported a net loss of $21.79 in 2011, compared with a
net loss of $66.62 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$13.57 million in total assets, $19.53 million in total
liabilities and a $5.95 million total stockholders' deficiency.

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

                         http://is.gd/rTy1xn

                           About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.


CLARKE UNIVERSITY: Moody's Withdraws 'Ba1' Rating on 1998 Bonds
---------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba1 rating on Clarke
University's Series 1998 bonds issued through Dubuque County, IA.
The rating withdrawal follows the redemption of these bonds. At
this time, the university no longer maintains debt outstanding
with a Moody's rating.

Summary Rating Rationale

Moody's has withdrawn the rating because the bonds have been
redeemed.


COACH AMERICA: Court Approves $134.2MM Sale to Stagecoach
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Stagecoach Group LLC received authorization from the
bankruptcy court last week allowing it to buy the bulk of the
business and assets of Coach America Holdings Inc.  The buyer
previously said it made the best offer with a bid of $134.2
million.  For another $25.6 million, Stagecoach said it had the
option to buy an additional 85 buses.  Stagecoach is acquiring
Coach operations in eight states, including Texas, California and
Georgia, to expand the Megabus operation.

                      About Coach America

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

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

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

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

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


COMMERCIAL MANAGEMENT: Sec. 341 Creditors' Meeting Set for June 7
-----------------------------------------------------------------
The U.S. Trustee for the District of Minnesota will hold a Meeting
of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
Commercial Management, LLC, on June 7, 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. 6, 2012.  Proofs of
claim are due by Sept. 5, 2012.

                    About Commercial Management

Commercial Management, LLC, filed a bare-bones Chapter 11 petition
(Bankr. D. Minn. Case No. 12-42676) in its hometown in Minneapolis
on May 2, 2012.  Commercial Management, a Single Asset Real Estate
as defined in 11 U.S.C. Sec. 101 (51B), does business as Buena
Vista Apartments, and owns the property at 6860 Shingle Creek
Parkway, in Brooklyn Center, Minnesota.

Related entities that have pending bankruptcy cases are Jeffrey J.
Wirth (Case No. 12-42368), Palmer Lake Plaza, LLC (Case No.
12-42266), Tomah Hospitality, LLC (Case No. 12-10894), and Tomah
Hotel Properties, LLC (Case No. 12-10895).

Judge Nancy C. Dreher presides over the case.  Commercial
Management has tapped Neal L. Wolf and the law firm of Neal Wolf &
Associates, LLC as bankruptcy counsel.   The Debtor is also hiring
the Law Offices of Neil P. Thompson, in Minneapolis, as local
counsel.

The petition was signed by Jeffrey J. Wirth, sole member.


CST INDUSTRIES: Moody's Withdraws 'B3' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service has withdrawn all assigned ratings to
CST Industries, Inc. The company recently repaid in full its
senior term loan that Moody's rated, warranting the rating
withdrawal. CST has put in place a new senior term loan. Since
Moody's does not rate any of the company's existing debt, the
assigned Corporate Family Rating and Probability of Default Rating
are withdrawn as well.

Ratings Rationale

The principal methodology used in rating CST Industries, Inc was
the Global Steel Industry Methodology published in January 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.

As reported by the Troubled Company Reporter on Aug. 22, 2011,
Moody's downgraded the Corporate Family Rating of CST to B3 from
B2, and lowered the company's rated bank facilities (revolver and
term loan) to B2 from B1. Moody's said the rating outlook remained
negative.

CST Industries, Inc., headquartered in Kansas City, Kansas, is a
global manufacturer and erector of pre-engineered factory-coated
storage tanks and aluminum geodesic domes, covers and roofing
systems. CST's products are used in municipal water, agricultural,
wastewater, oilfield, alternative energy, plastics, chemicals, dry
bulk and architectural markets.


CYBERDEFENDER CORP: Wants Control of Case Through Nov. 19
---------------------------------------------------------
CyberDefender Corporation seeks a 90-day extension of the periods
established in Sections 1121 (c)(2) and 1121 (c)(3) of the
Bankruptcy Code within which only the Debtor may file a plan of
reorganization and solicit acceptances of the plan.  The Debtor
wants the Exclusivity Plan Period extended through and including
Sept. 20, 2012, and the Exclusivity Solicitation Period through
and including Nov. 19, 2012.

CyberDefender earlier this month obtained bankruptcy court
authority to sell the business to GR Match LLC for $12 million in
debt and $250,000 cash.  There were no competing bids, so an
auction was canceled.  The buyer will also cure the Debtor's
obligation to Oracle America Inc., successor-in-interest to
RightNow Technologies Inc.

The Sale Order provides that the cash portion of the proceeds will
be paid to the Debtor's estate subject to the arguments of the
objecting junior subordinated noteholders and Sean Downes, the
holder of al of the other 9% Subordinated Convertible Promissory
Noteholders against the Debtors, who argued the funds are proceeds
of the sale of assets to which their liens should attach.  The
Court will hold a separate hearing to determine the allocation of
the cash price among the Debtor's assets, a settlement agreement,
the releases being granted to the buyer under the Final DIP Order.

In its extension request, the Debtor said it is now in the process
of closing the sale of substantially all of its business to GR
Match and is focused on fulfilling a number of conditions and
closing deliveries that require its attention.  The Debtor also
noted it has been involved in the marketing and sale of its
business which required that management devote time and resources
to diligence questions raised by potential purchasers, make
management presentations, and assemble an online due diligence
dataroom.

On May 2, 2012, the Court approved a settlement agreement among
the Debtor, the Official Committee of Unsecured Creditors, and GR
Match that resolves potential litigation between the estate, GR
Match, and the Committee regarding causes of action belonging to
the estate and releases granted under the Sale Order.

A hearing on the Debtor's extension request is set for June 6,
2012, at 10:00 a.m. (Eastern Time).

                        About CyberDefender

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

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

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

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

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


CYCLONE POWER: Incurs $776,000 Net Loss in First Quarter
--------------------------------------------------------
Cyclone Power Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $776,592 on $0 of revenue for the three
months ended March 31, 2012, compared with a net loss of $19.74
million on $0 of revenue for the same period during the prior
year.

The Company reported a net loss of $23.70 million in 2011,
compared with a net loss of $2.02 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.58
million in total assets, $3.74 million in total liabilities and a
$2.15 million total stockholders' deficit.

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

                        http://is.gd/4D4yzB

                        About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.

In its audit report for the year ended Dec. 31, 2011 results,
Mallah Furman, in Fort Lauderdale, FL, noted that the Company's
dependence on outside financing, lack of sufficient working
capital, and recurring losses raises substantial doubt about its
ability to continue as a going concern.


DAIRY FARMERS: Moody's Raises Preferred Stock Rating From 'Ba1'
---------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured rating of
Dairy Farmers of America ("DFA") to Baa1 from Baa2 and affirmed
its Prime-2 short term rating. Consequently, Moody's also upgraded
the rating on the trust preferred securities of its guaranteed
subsidiaries to Baa2 and the preferred stock to Baa3. The outlook
is stable.

"The upgrade to Baa1 reflects the cooperative's strong credit
metrics and its relatively stable operating performance in a
volatile pricing environment", said Nancy Meadows, a Senior
Analyst at Moody's. Though there is uncertainty surrounding
outstanding litigation, Moody's believes that the cooperative's
credit metrics are such that it can withstand ongoing legal costs.
Moody's views DFA as well positioned for the Baa1 rating category
and that the cooperative will continue to manage milk price
volatility given its scale, liquidity and significant network of
owned and affiliated bottlers and dairy product manufacturers. The
ratings also benefit from the cooperative structure, which
provides important financial flexibility that, in a stress
scenario and on an infrequent basis, would allow it to quickly
improve its cash flow through adjustments in its milk payments.

RATINGS AFFECTED:

Dairy Farmers of America

$155 million of senior unsecured debt at Baa1 from Baa2;

$150 million preferred stock at Baa3 from Ba1;

DFA Preferred Capital Trust I

$42 million trust preferred securities at Baa2;

DFA Preferred Capital Trust II

$75 million trust preferred securities at Baa2;

Mid-Am Preferred Capital Trust I

$101 million trust preferred securities at Baa2.

RATINGS AFFIRMED:

Dairy Farmers of America

Short term rating at Prime-2

Another upgrade in the near term is unlikely; however, key credit
metrics that could drive an upgrade would include retained cash
flow (after 5% add back of member payments) to net debt above 30%
and co-op debt to EBITDA of less than 2 times for a sustained
period. Other considerations that could contribute to an upgrade
would be DFA successfully and prudently managing its expansion
into export markets and the resolution of outstanding litigation.
Ratings could be downgraded if DFA experiences significant
earnings deterioration in its value-added businesses or a shift in
industry fundamentals that weakens DFA's core business model.
Additional factors that could drive a ratings downgrade include
retained cash flow (after 5% add-back of member payments) to net
debt approaching 25% or total debt to EBITDA exceeding 2.5 times
on a sustained basis.

The principal methodology used in rating Dairy Farmers of America
was the Global Agricultural Cooperatives Industry Methodology
published in August 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 Kansas City, Missouri, Dairy Farmers of America
is the largest dairy marketing cooperative in the United States,
as well as a manufacturer of cheese and other dairy food products.


DEWEY & LEBOEUF: Lenders Consent to Cash Use Through July 1
-----------------------------------------------------------
Dewey & LeBoeuf LLP appeared before Bankruptcy Judge Martin Glenn
at a first day hearing on May 29, 2012 at 4:00 p.m., to seek
authority to use cash securing the firm's obligations to its
lenders.  Dewey said it has negotiated with the lenders at arm's
length and in good faith regarding the use of cash collateral.
According to the Debtor, the lenders have agreed to permit the
firm to use their cash collateral from the Petition Date through
the earliest of July 1, 2012, or the date the lenders terminate
the cash use.

The Bankruptcy Court continued the hearing on the Cash Collateral
request on Wednesday, May 30, and thereafter issued an interim
order granting the Debtor's request.  The Court will hold a final
hearing on June 13, 2012, at 1:30 p.m. (Eastern Time).

In its motion seeking approval to use cash collateral, Dewey said
it needs the money to fund expenses as it winds down in Chapter
11.  While no longer operating as a global law firm, Dewey said it
continues to be in control of its remaining operations and
management of its property.  Wind-down expenses include funding
payroll of its remaining employees, insurance, file storage, and
rent.  The Debtor said it does not have sufficient available
sources of working capital and financing to operate its business
in the ordinary course of business or to maintain its property
without the use of cash collateral.

As of the Petition Date, Dewey owed:

     $74,766,040 in principal under a revolving facility and
      $1,688,658 face amount of letters of credit under a 2010
                 credit agreement with JPMorgan Chase Bank,
                 N.A., as Administrative Agent; Citibank, N.A.,
                 as the Documentation Agent; and Bank of
                 America, N.A., as Syndication Agent; and

    $150,000,000 in principal amount to holders of the Debtor's:

                 $40 million aggregate principal amount of
                             4.49% Series A Senior Secured
                             Notes due April 16, 2013;
                 $15 million aggregate principal amount of
                             5.39% Series B Senior Secured
                             Notes due April 16, 2015;
                 $40 million aggregate principal amount of
                             6.10% Series C Senior Secured
                             Notes due April 16, 2017; and
                 $55 million aggregate principal amount of
                             6.65% Series D Senior Secured
                             Notes due April 16, 2020

Dewey proposes to provide the lenders adequate protection for any
diminution in value of their interests in the collateral.  This
includes Dewey paying for JPMorgan's lawyers and advisors in the
case.  JPMorgan, in its role as Revolver Agent on behalf of the
lenders under the Revolver Agreement, has hired Kramer Levin
Naftalis & Frankel LLP.  JPMorgan, as Collateral Agent for the
Revolver Lenders and the Noteholders, also has hired FTI
Consulting and Gulf Atlantic Capital as financial advisors.

The Debtor will also pay for the legal fees of the Noteholders,
which have hired Bingham McCutchen LLP.

As reported in the May 29 edition of the Troubled Company
Reporter, Dewey 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.

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 roughly $255 million generated by the firm's
U.S. offices, various pieces of artwork, roughly $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 roughly
$255 million in face amount of uncollected accounts receivable and
work-in-process generated by the firm's U.S. offices.  The firm
also intends to use cash collateral to facilitate the collection
of its accounts receivable.

                       About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

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.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey'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, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
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.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.


DEWEY & LEBOEUF: Ex-Employee Files Class Suit in Bankr. Court
-------------------------------------------------------------
Former Dewey & LeBoeuf LLP employee Vittoria Conn moved her battle
against the firm to the Bankruptcy Court by filing an adversary
proceeding class action complaint.  Ms. Conn, who worked at
Dewey's office in New York, originally filed the action in the
U.S. States District Court for the Southern District of New York,
Civ. Case No. 12-cv-03732-LTS on behalf of herself, and other
similarly situated former employees who worked for the firm and
who were terminated without cause, as part of, or as the result
of, mass layoffs or plant closings ordered by the firm on May 11,
2012, and within 30 days of that date, and who were not provided
60 days' advance written notice of their terminations as required
by the Worker Adjustment and Retraining Notification Act, 29
U.S.C. Sec. 2101 et seq., and 90 days' advance written notice of
their terminations by the firm, as required by the New York Worker
Adjustment and Retraining Notification Act, New York Labor Law
Sec. 860 et seq.  In her complaint filed in bankruptcy court,
Ms. Conn adds a claim based on California Labor Code Sec. 1400 et
seq.

According to the complaint, the Plaintiff and all similarly
situated employees seek to recover 60 days wages benefits,
pursuant to 29 U.S.C. Sec. 2104, NYLL Sec. 860-(G)(2) and the
California Labor Code, from the firm.  The Plaintiff and all
similarly situated employees also seek to recover 60 days wages
benefits, pursuant to 29 U.S.C. Sec. 2104.  The lawsuit also
contends the Plaintiff's claim, as well as the claims of all
similarly situated employees, is entitled to partial
administrative expense status pursuant to 11 U.S.C. Sec.
503(b)(1)(A) and partial, or alternatively, full priority status,
under 11 U.S.C. Sec. 507(a)(4) and (5), up to the $11,725 priority
cap, with the balance, if any, being a general unsecured claim.

The case is VITTORIA CONN on behalf of herself and all others
similarly situated, Plaintiff, v. DEWEY & LEBOEUF LLP, Defendant,
Adv. Pro. No. 12-_______ (Bankr. S.D.N.Y.)

                       About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

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.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey'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, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
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.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.


DEWEY & LEBOEUF: Schedules Filing Deadline Extended to July 13
--------------------------------------------------------------
At the first day hearing on Tuesday, the Bankruptcy Court gave
Dewey & LeBoeuf LLP more time to file its (i) statements of
financial affairs and schedules of assets and liabilities; (ii)
schedules of current income and expenditures; and (iii) statements
of executory contracts and unexpired leases.  The Court extended
Dewey's filing deadline by 45 days to and including July 13, 2012,
without prejudice to the Debtor's right to seek an additional
extension.

The Bankruptcy Court also approved the Debtor's formal application
to employ Epiq Bankruptcy Solutions, LLC, as the claims and
noticing agent in the case.

The Debtor estimated that there are in excess of 5,000 creditors
and parties-in-interest in the Chapter 11 case, many of which are
expected to file proofs of claim.  Receiving, docketing and
maintaining of proofs of claim would be unduly time consuming and
burdensome for the Clerk.

Epiq's James Katchadurian attests that his firm does not hold an
interest adverse to the Debtor or the estate respecting the
matters upon which it is to be engaged.

The Bankruptcy Court also issued Interim Orders authorizing the
firm to continue maintaining its existing bank accounts, and
continue using its existing business forms; continue paying
prepetition taxes and related obligations; maintaining existing
insurance policies and paying all policy premiums; and paying
prepetition wages, compensation, and employee benefits.

                       About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

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.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey'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, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
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.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.


DEWEY & LEBOEUF: Former Partners Form Group, Hire Lawyer
--------------------------------------------------------
In light of Dewey & LeBoeuf LLP's bankruptcy filing, its former
partners have banded together to form an informal group, hire
counsel, and made an appearance in the case through their lawyer.
The group has retained:

          Tracy L. Klestadt, Esq.
          Sean C. Southard, Esq.
          KLESTADT & WINTERS, LLP
          570 Seventh Avenue, 17th Floor
          New York, NY 10018
          Tel: (212) 972-3000
          E-mail: tklestadt@klestadt.com
                  ssouthard@klestadt.com

The court filings did not identify the members of the informal
group.

Meanwhile, the U.S. Trustee for Region 2 scheduled an
organizational meeting Wednesday, May 30, at 12 noon (Prevailing
Eastern Time), to form an official committee or committees in the
case.  The meeting was to be held at:

          Sheraton New York Hotel & Towers
          811 7th Avenue
          New York, NY 10019
          Conference Room E ? Lower Lobby
          Conference Room F ? Lower Lobby (Breakout Session)

                       About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

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.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey'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, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
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.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.


DUTCH GOLD: Incurs $443,000 Net Loss in First Quarter
-----------------------------------------------------
Dutch Gold Resources, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $443,011 on $0 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 reported a net loss of $4.58 million on $0 of sales in
2011, compared with a net loss of $3.69 million on $0 of revenue
in 2010.

The Company's balance sheet at March 31, 2012, showed $2.64
million in total assets, $7.52 million in total liabilities and a
$4.87 million total stockholders' deficit.

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

                        http://is.gd/ImAhYN

                         About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.

After auditing the 2011 results, Hancock Askew & Co., LLP, in
Norcross, Georgia, noted that the Company has limited liquidity
and has incurred recurring losses from operations and other
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern.


DYNASTY DEVELOPMENT: Paradise Bay Hotel Returns to Chapter 11
-------------------------------------------------------------
Las Vegas-based Dynasty Development Group, LLC, doing business as
Paradise Bay Hotel & Casino, filed a Chapter 11 petition (Bankr.
D. Nev. Case No. 12-16334) on May 29, 2012.

The Debtor estimated assets of at least $10 million and debts
under $10 million.

The Debtor is represented by J. Taylor Oblad, Esq., at The Oblad
Law Group in Las Vegas.

According to the case docket, incomplete filings including the
schedules of assets and liabilities and the statement of financial
affairs are due June 4, 2012.

The meeting of creditors under U.S.C. Sec. 341(a) is scheduled for
June 28, 2012, at 2:00 p.m.

Dynasty Development previously sought Chapter 11 protection
(Bankr. S.D. Miss. Case NO. 11-50997) on April 29, 2011,
disclosing $5.22 million in assets and $1.78 million in
liabilities in its schedules.   The lenders led by DDJ Capital
Management, LLC, sought dismissal of that bankruptcy case, citing
the filing was made to avoid obligations in a civil action.


DYNEGY HOLDINGS: Parent Has Settlement Over $2.6-Bil. in Claims
---------------------------------------------------------------
Dynegy Holdings LLC and its affiliated debtors asked the U.S.
Bankruptcy Court for the Southern District of New York to approve
a settlement between Dynegy Inc. and their creditors that hold
about $2.6 billion of claims.

The settlement was reached after Judge Cecelia Morris ordered the
examiner, who investigated Dynegy Inc.'s acquisition of coal-
powered plant assets, to work with Dynegy Holdings and its
creditors to reach an agreement on a restructuring plan.

The settlement, if approved, would allow Dynegy Holdings to move
forward with a revised restructuring plan supported by the
majority of its creditors, according to the company's lawyer, Joel
Samuels, Esq., at Sidley Austin LLP, in New York.

The proposed deal calls for the settlement of lawsuits between
Dynegy Holdings and its parent Dynegy Inc. related to the
transactions that were the basis of the examiner's findings.  It
also resolves all claims on account of intercompany receivables by
requiring the transfer of Dynegy Coal Holdco LLC's stake from
Dynegy Inc. to Dynegy Holdings.

The transfer allows for the residual value of Dynegy Inc.'s coal
assets to be made available to Dynegy Holdings creditors for
recoveries under the revised restructuring plan, Mr. Samuels said.

The deal also calls for the settlement of a lawsuit U.S. Bank N.A.
brought against Dynegy Holdings and two other subsidiaries of
Dynegy Inc.  The suit stemmed from the Dynegy units' proposal to
end certain contracts including leases on power plants that will
be sold to creditors, and to determine the bank's claims resulting
from the rejection of those contracts under U.S. bankruptcy law.

At the heart of the lawsuit is the issue of whether the power
plants are real properties as claimed by Dynegy Holdings or they
are personal properties as claimed by U.S. Bank.

Whether the plants are real or personal property determines
whether bankruptcy law puts a cap on damages from terminating the
leases through bankruptcy.  If the leases for the plants are real
property leases, the Dynegy units are liable for damages limited
to three years rent.  If the leases are for personal property,
there is no limit on resulting damages pursuant to bankruptcy law.

"Approval of the settlement will immediately result in the return
of substantial assets to the [Dynegy Holdings'] estate that will
be available for distribution to [Dynegy Holdings'] general
unsecured creditors," Mr. Samuels said in court papers.

The settlement is formalized in a 54-page agreement, a copy of
which is available without charge at:

  http://bankrupt.com/misc/Dynegy_SettlementParent.pdf

A court hearing to consider approval of the settlement is
scheduled for June 1, 2012.

              U.S. Bank, et al., Support Settlement

The proposed settlement drew support from U.S. Bank, which
describes the deal as "procedurally fair and substantively
reasonable."

Franklin Advisers Inc., which manages funds that own more than $1
billion worth of Dynegy Holdings senior notes, and a group of
creditors led by Resources Capital Management Corp. also expressed
support for court approval of the settlement.  Both lashed out at
creditors opposing the deal.

Claren Road Asset Management LLC and DO S1 Limited, which hold a
portion of the $200 million worth of subordinated notes, had filed
court papers to block Dynegy Holdings from moving ahead with the
deal.  Both see the deal as an attempt by the company and its
parent to avoid the so-called "absolute priority rule."

Under the absolute priority rule, equity holders are entitled to
nothing unless all creditors are paid in full or otherwise agree.

Claren Road also said an outside trustee who would take over
Dynegy Holdings' bankruptcy case must be appointed prior to
determining if the settlement is appropriate or not.  Claren Road
pointed out that Dynegy Holdings and its affiliated debtors are
not in the position to negotiate or settle claims against
themselves and their directors and officers.

The proposed settlement also drew flak from Wells Fargo Bank N.A.
and Cleo Zahariades, an investor in Dynegy Inc., who is suing the
company's directors in Delaware Chancery Court over the sale of
the coal-powered plan assets.

In a related development, Dynegy Holdings entered into an
agreement, which calls for the protection of confidential
information that may be shared in connection with the proposed
settlement.  A copy of the agreement is available for free
at http://is.gd/4w6IBh

                     Hedge Funds Seek Documents

Claren Road also lodged a request to force the Debtors' manager to
turn over certain documents in light of a settlement entered into
by Dynegy Inc. and the creditors of Dynegy Holdings holding about
$2.6 billion of claims.  Specifically, Claren Road wants to access
Dynegy Inc.'s board minutes and communications with its financial
adviser, and other documents which are not in Dynegy Holdings'
possession.  The hedge fund also is seeking the turnover of all
documents that David Hershberg, the manager, reviewed in
connection with the proposed settlement.

DO S1 supports Claren Road's request.  DO S1 is also demanding
Dynegy Holdings and Lazard Ltd., which helped in the company's
review of the settlement, to turn over documents related to the
settlement.

DO S1 also asked the bankruptcy court to consider adjourning the
June 1 hearing on the settlement to allow it to review the
documents related to the deal.

Dynegy Holdings and Dynegy Inc. have objected, arguing that
discovery sought by Claren Road is irrelevant to the bankruptcy
court's inquiry as to why the settlement should be approved.

For his part, Mr. Hershberg said the request is an attempt to
derail the hearing on the settlement, which is scheduled for
June 1, 2012.

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


DYNEGY HOLDINGS: Opposes Claren Bid for Bankruptcy Trustee
----------------------------------------------------------
Dynegy Holdings LLC seeks to block efforts by Claren Road Asset
Management LLC to have its bankruptcy case taken over by an
outside trustee.

In court papers, Dynegy Holdings asked Judge Cecelia Morris to
deny Claren Road's motion to appoint a bankruptcy trustee who
would take over the case in light of the alleged mismanagement by
the company's executives.

Dynegy Holdings said the hedge fund failed to prove by "clear and
convincing evidence" that there is a need to appoint a trustee.
"The only evidence on which Claren Road relies is the examiner
report which is plainly inadmissible hearsay," the company said.

Dynegy Holdings said the proposed appointment should not be heard
until after the bankruptcy court makes a ruling on the settlement
between the company's creditors and its parent, Dynegy Inc.

The same was echoed by the committee representing the company's
unsecured creditors.  It pointed out that the appointment and
approval of the settlement are intertwined.

The settlement "resolves most of the material, case-defining
issues in the Chapter 11 cases," the committee said, pointing out
that if the settlement is approved, Claren Road's request for
appointment of a trustee may be mooted.

The proposed appointment also drew flak from Dynegy Inc., which
sees it as an attempt by the hedge fund to interfere with the
settlement.

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


DYNEGY HOLDINGS: Court Won't Make Full Examiner Report Public
-------------------------------------------------------------
Judge Cecelia Morris denied Claren Road Asset Management LLC's bid
for public access to an examiner's report, saying it was
outweighed by Dynegy Holdings LLC management's need of
confidentiality.

"Claren Road has not shown a compelling need for the report,"
NASDAQ quoted Judge Morris at a hearing over whether unredacted
portions of the report should be made public.

"The public's right to access is not absolute," said Judge Morris,
quoting from a decision she used as precedent in the case.

The bankruptcy judge repeatedly capped sentences with the phrase
"at this time" while reading her ruling, echoing arguments by
Dynegy lawyers that full public access -- if deemed necessary --
could be determined at a later date, NASDAQ reported.

Susheel Kirpalani, the court-appointed examiner, released the
report on March 9, which found that Dynegy Inc.'s acquisition of
coal-powered plant assets from Dynegy Holdings' subsidiary was a
fraudulent transfer that harmed creditors.  Some portions of the
report were not made public, however, because they allegedly
contain information protected by attorney-client privilege.

Hedge-fund manager Claren Road had argued that the portion
discussing the acquisition should be open to public scrutiny,
citing the "crime-fraud" exception to attorney-client privilege.

In response, Dynegy Holdings had argued that the crime-fraud
exception does not apply since there is no evidence that the
company acted with intent to defraud.  Meanwhile, Dynegy Inc. sees
Claren Road's action as an attempt to foil the settlement reached
by Dynegy Inc. and Dynegy Holdings creditors.

Dynegy Holdings has offered Claren Road the 94 unredacted pages of
the report in exchange for signing a confidentiality agreement but
the hedge-fund manager refused to sign it, NASDAQ reported.

Claren intends to appeal the bankruptcy judge's ruling, according
to court papers.

        Trustee Seeks Disclosure of Non-Privileged Info

In a related development, the U.S. Trustee, a Justice Department
agency that oversees bankruptcy cases, filed a motion seeking
public disclosure of non-privileged information in the report.

The move comes following the settlement reached by Dynegy Inc. and
creditors holding about $2.6 billion of claims against Dynegy
Holdings.

The agreement calls for the settlement of lawsuits including those
related to the transactions investigated by the examiner. It will
be considered for approval at a court hearing next month.

The U.S. Trustee said the non-privileged information should be
made public to ensure a "fair and reasonable" evaluation of the
settlement.

The same was echoed by the Official Committee of Unsecured
Creditors but it clarified that it agrees only with public
disclosure of information on the "basis of confidentiality" but
not privilege, and those information related only to the
acquisition.

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


DYNEGY HOLDINGS: Claren Loses Bid for Subpoenas on Plant Sales
--------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan largely denied Claren Road
Asset Management's bid to force Dynegy Holdings LLC and its parent
to comply with the subpoenas it served in connection with the sale
of the coal-powered plant assets of the company's subsidiary.

The bankruptcy court's order requires the company and Dynegy Inc.
to turn over some but not all of the documents requested by the
hedge fund.

Meanwhile, Claren Road's request to force David Hershberg, who was
appointed as Dynegy Holdings' manager, to comply with the subpoena
as well as Mr. Hershberg's request to quash the subpoena are held
in abeyance, according to the court order.

The subpoenas were served early last month to force the companies
and Mr. Hershberg to testify and to turn over documents related to
the sale.  The move came after a court-appointed examiner released
a report deeming the sale a fraudulent transfer that harmed
creditors.

Dynegy Inc., Dynegy Holdings and Mr. Hershberg opposed the hedge
fund's request, saying it is "overbroad" and the information
requested is protected from disclosure by attorney-client
privilege.  It also drew flak from the examiner who said the
request "threatens to compromise the integrity" of his
investigation.

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


EAGLE POINT: Court OKs Atlas Group as Real Estate Broker
--------------------------------------------------------
Eagle Point Developments sought and obtained permission from the
U.S. Bankruptcy Court to employ Scott Gephart of The Atlas Group
as real estate broker for a discrete sale of unencumbered real
estate.

The Debtor proposes to sell unencumbered real estate for $45,000.
The Debtor has agreed to pay Mr. Gephart 5% of the sale price as a
real estate commission.

Mr. Gephart attests that his firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                     About Eagle Point Developments

Eagle Point Developments, in Medford, Oregon, developed the Eagle
Point Golf Course, which was built in 1996.  Eagle Point filed for
Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 12-60353) Feb. 1,
2012.  Judge Thomas M. Renn oversees the case, taking over from
Judge Frank R. Alley III.  Sussman Shank LLP serves as bankruptcy
attorneys.  The petition was signed by Arthur Critchell Galpin,
managing member.

Eagle Point's case is jointly administered with Mr. Galpin's
personal bankruptcy case (Bankr. D. Ore. Case No. 12-60362), which
is the lead case.  In schedules, Mr. Galpin disclosed total assets
of $35.7 million and total liabilities of $51.7 million.


EASTMAN CHEMICAL: Moody's Assigns '(P)Ba1' Pref. Shelf Rating
-------------------------------------------------------------
Moody's Investors Service assigned Baa2 ratings to Eastman
Chemical Company's offering of 5,10 and 30 years notes. Eastman
may issue over $2 billion of notes to fund a portion of cash
required for its $4.7 billion acquisition of Solutia Inc.
(Solutia, Ba3 review for upgrade). Moody's also assigned ratings
to Eastman's shelf registration (senior unsecured at (P)Baa2). The
outlook is stable.

"These notes plus the $1.2 billion term loan could provide all of
the cash required to the fund the $3.4 billion cash portion of its
acquisition of Solutia," stated John Rogers, Senior Vice President
at Moody's.

Rating Assigned:

Eastman Chemical Company

Senior unsecured notes due 2017, 2022 and 2032 at Baa2

Senior Unsec. Shelf (domestic currency) Rating of (P)Baa2

Pref. Shelf (domestic currency) Rating of (P)Ba1

Preferred shelf -- PS2 (domestic currency) Rating of (P)Ba1

RATING RATIONALE

Eastman's Baa2 rating on the new notes is tempered by elevated pro
forma leverage immediately subsequent to the acquisition, with Net
Debt/EBITDA of 3.5x (including Moody's adjustments). However,
Moody's expects that the combined businesses can de-lever by over
$700 million in the following 18 months to levels that would
solidly support an investment grade rating. Furthermore, Moody's
expects that by the end of 2013, Eastman's credit metrics should
fall below 2.8x Net Debt/EBITDA and above 23% Retained Cash
Flow/Net Debt. The Baa2 rating is also supported by a demonstrated
history of significant free cash flow generation at both Eastman
and Solutia. The Baa2 ratings on the new notes is tempered by the
size of the transaction and the lack of operational synergies,
which increases integration risk. Additionally, weakening economic
conditions in Europe and slowing growth in Asia will provide
headwind over the next year reducing potential growth subsequent
to the acquisition.

The stable outlook reflects the strong organic growth expected
from Eastman's businesses. Eastman's rating could come under
pressure if the company is unable to significantly improve credit
metrics over the 12-18 months following the close of the
acquisition, lowering its Debt/EBITDA below 3.0x and raising its
Retained Cash Flow/Net Debt to over 20%. Failure to achieve these
targets could result in a negative rating action. The stable
outlook also assumes that the integration of Solutia will proceed
as planned by the company without any significant challenges.
Eastman's ratings could only be upgraded once its leverage once
again falls below 2.0x for a sustained period.

The principal methodology used in rating Eastman Chemical was the
Global Chemical Industry Methodology published in December 2009.

Headquartered in Kingsport, Tennessee, Eastman Chemical Company is
a major producer of acetate tow, and a broad array of specialty
plastics and resins, as well as both commodity and specialty
chemicals. Eastman reported sales of roughly $7.2 billion for the
LTM ending March 31, 2012.


EDIETS.COM INC: Seven Directors Elected at Annual Meeting
---------------------------------------------------------
At the eDiets.com, Inc., 2012 annual meeting of stockholders held
on May 15, 2012, stockholders elected seven nominees to Board of
Directors, namely:

   (1) Kevin A. Richardson, II;
   (2) Berke Bakay;
   (3) Robert L. Doretti;
   (4) Lee S. Isgur;
   (5) Ronald Luks;
   (6) Pedro N. Ortega-Dardet; and
   (7) Thomas Connerty.

                          About eDiets

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

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

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

                        Bankruptcy Warning

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


EGPI FIRECREEK: Incurs $841,000 Net Loss in First Quarter
---------------------------------------------------------
EGPI Firecreek, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $840,621 on $18,870 of total revenue for the three months ended
March 31, 2012, compared with a net loss of $1.89 million on
$29,878 of total revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2012, showed
$2.63 million in total assets, $5.89 million in total liabilities,
all current, $1.86 million in series D preferred stock, and a
$5.12 million total shareholders' deficit.

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

                        http://is.gd/Duons0

                       About EGPI Firecreek

Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was
formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil
and natural gas.

The Company has been focused on oil and gas activities for
development of interests held that were acquired in Texas and
Wyoming for the production of oil and natural gas through Dec. 2,
2008.  Historically in its 2005 fiscal year, the Company initiated
a program to review domestic oil and gas prospects and targets.
As a result, EGPI acquired non-operating oil and gas interests in
a project titled Ten Mile Draw located in Sweetwater County,
Wyoming for the development and production of natural gas.  In
July 2007, the Company acquired and began production of oil at the
2,000 plus acre Fant Ranch Unit in Knox County, Texas.  This was
followed by the acquisition and commencement in March 2008 of oil
and gas production at the J.B. Tubb Leasehold Estate located in
the Amoco Crawar Field in Ward County, Texas.

The Company reported a net loss of $4.97 million in 2011, compared
with a net loss of $4.48 million in 2010.

In its audit report for the 2011 results, M&K CPAS, PLLC, in
Houston, Texas, noted that the Company has suffered recurring
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going
concern.


ENDO HEALTH: Moody's Says Patent Settlement Credit Positive
-----------------------------------------------------------
Moody's Investors Service stated that Endo Health Solutions Inc.'s
patent settlement agreement with Watson Pharmaceuticals, Inc. is
credit-positive for Endo.  Endo is rated Ba2 (Corporate Family
Rating) with a negative rating outlook.

"The agreement provides Endo with another 15 months of branded
Lidoderm sales, avoiding more onerous scenarios," stated Michael
Levesque, Moody's Senior Vice President.

The principal methodology used in rating Endo Health Solutions
Inc. was the Global Pharmaceuticals Industry Methodology published
in October 2009.

Headquartered in Chadds Ford, Pennsylvania, Endo Health Solutions
Inc., formerly known as Endo Pharmaceuticals Holdings Inc., is a
U.S.-focused specialty healthcare company offering branded and
generic pharmaceuticals, medical devices and services. Endo's key
areas of focus include pain management, urology, oncology and
endocrinology. In 2011, Endo reported total revenues of
$2.7 billion.


ENOVA SYSTEMS: NYSE Notes of Low Equity, Continuing Losses
----------------------------------------------------------
On April 17, 2012, Enova Systems Inc. received notice from the
NYSE Amex LLC indicating that the Company was not in compliance
with one of the Exchange's continued listing standards as set
forth in Part 10 of the Exchange's Company Guide, and the Company
was therefore subject to the procedures and requirements of
Section 1009 of the Exchange Guide.  Specifically, the Company was
not in compliance with Section 1003(a) (iii) of the Exchange Guide
because the Company reported stockholders' equity of less than
$6,000,000 for 2011 and the Company had incurred a loss from
continuing operations and/or net losses for five consecutive
years.  As required by the April Notice, the Company submitted a
Plan of Compliance to the Exchange on May 17, 2012 addressing how
the Company intends to regain compliance with the continuing
listing standards of the Exchange Guide within a maximum of 18
months.

By letter dated May 22, 2012, the Company received an additional
notice from the Exchange stating that a review of the Company's
Form 10-Q for the first quarter of fiscal 2012 indicated that the
Company does not meet an additional listing requirement.
Specifically, the Company is not in compliance with Exchange Guide
Section 1003(a)(ii) because the Company reported stockholders'
equity of less than $4,000,000 and losses from continuing
operations and/or net losses in three of its four most recent
fiscal years.

Due to the higher stockholders' equity requirement identified in
the April Notice, the Company is not required by the Exchange to
submit an additional Plan of Compliance in connection with the
deficiency identified in the notice dated May 22, 2012.  If the
Plan of Compliance is accepted but the Company is not in
compliance with the continued listing standards of the Company
Guide by Oct. 15, 2013 or if the Company is not making progress
consistent with the plan during the Plan Period, the Exchange
staff will initiate delisting procedures as appropriate.  In such
event, the Company may appeal an Exchange staff determination to
initiate delisting proceedings in accordance with Section 1010 and
Part 12 of the Company Guide.

                          About Enova

Enova Systems -- http://www.enovasystems.com/-- is a leading
supplier of efficient, environmentally friendly digital power
components and systems products.  The Company's core competencies
are focused on the development and commercialization of power
management and conversion systems for mobile applications.  Enova
applies unique 'enabling technologies' in the areas of alternative
energy propulsion systems for light and heavy-duty vehicles as
well as power conditioning and management systems for distributed
generation systems.  The Company develops, designs and produces
non-invasive drive systems and related components for electric,
hybrid-electric, and fuel cell powered vehicles in both the "new"
and "retrofit" vehicle sales market.


EPAZZ INC: Incurs $205,927 Net Loss in First Quarter
----------------------------------------------------
Epazz, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $205,927 on $114,477 of revenue for the three months ended
March 31, 2012, compared with net income of $22,547 on $206,183 of
revenue for the same period during the prior year.

The Company reported a net loss of $336,862 in 2011, compared with
net income of $120,785 in 2010.

The Company's balance sheet at March 31, 2012, showed
$1.42 million in total assets, $2.15 million in total liabilities
and a $732,622 total stockholders' deficit.

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

                        http://is.gd/FbwzD0

                          About EPAZZ Inc.

Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources.  The
idea behind the Company was that if the information and resources
provided by colleges and universities was better organized and
targeted toward each individual, the students would encounter a
personal experience with the college or university that could lead
to a lifetime relationship with the institution.  This concept is
already used by business software designed to retain relationships
with clients, employees, vendors and partners.

In its report on the financial statements for 2011, Lake &
Associates CPA's LLC, in Schaumburg, Illinois, expressed
substantial doubt as to the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a significant accumulated deficit and continues to incur
losses.  The Company's viability is dependent upon its ability to
obtain future financing and the success of its future operations.

                         Bankruptcy Warning

The Company said in its 2011 annual report that it cannot be
certain that any financing will be available on acceptable terms,
or at all, and the Company's failure to raise capital when needed
could limit its ability to continue and expand its business.  The
Company intends to overcome the circumstances that impact its
ability to remain a going concern through a combination of the
commencement of additional revenues, of which there can be no
assurance, with interim cash flow deficiencies being addressed
through additional equity and debt financing.  The Company's
ability to obtain additional funding for the remainder of the 2012
year and thereafter will determine its ability to continue as a
going concern.  There can be no assurances that these plans for
additional financing will be successful.  Failure to secure
additional financing in a timely manner to repay the Company's
obligations and supply the Company sufficient funds to continue
its business operations and on favorable terms if and when needed
in the future could have a material adverse effect on its
financial performance, results of operations and stock price and
require the Company to implement cost reduction initiatives and
curtail operations.  Furthermore, additional equity financing may
be dilutive to the holders of the Company's common stock, and debt
financing, if available, may involve restrictive covenants, and
strategic relationships, if necessary to raise additional funds,
and may require that the Company relinquish valuable rights.  In
the event that the Company is unable to repay its current and
long-term obligations as they come due, the Company could be
forced to curtail or abandon its business operations, or file for
bankruptcy protection; the result of which would likely be that
the Company's securities would decline in value or become
worthless.


EXTENDICARE REAL ESTATE: Moody's Affirms 'B1' CFR; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B1 corporate family
rating of Extendicare Real Estate Investment Trust. The rating
outlook remains stable. This rating affirmation reflects the
skilled nursing facility (SNF) operator's focus on mitigating the
challenges it faces in its U.S. business by cutting costs,
investing in its facilities so as to target more profitable
patients, and divesting operations associated with higher
litigation risk. Furthermore, the substantial completion of its
U.S. debt refinancing has lengthened the REIT's debt maturity
profile and effected meaningful interest expense savings.

Ratings Rationale

Extendicare's rating reflects its geographic diversity, with about
two-thirds of its revenue derived from twelve U.S. states and the
remaining one-third derived from Canada. The REIT realizes lower
returns from its Canadian operations, however this business
provides a more stable cash flow stream, reflecting Canadian
healthcare policy. The stability of Extendicare's Canadian
operations is an important counterbalance to its U.S. SNF
business, which is heavily reliant on government reimbursement and
thus subject to higher volatility. Indeed, the Centers for
Medicare and Medicaid Services reduced skilled nursing Medicare
rates by a net 11.1% for fiscal 2012 (beginning 10/1/2011), which
will have a significant negative impact on the cash flows of
Extendicare and other U.S. SNF operators. Moody's rating, however,
anticipates that the REIT will mitigate a substantial portion of
this rate cut through cost reductions and other initiatives so as
to maintain credit metrics appropriate for its current rating
despite the uncertain funding outlook and weak economic
environment.

Further supporting Extendicare's B1 rating is its recent
refinancing activities which have lengthened its maturity profile
and will boost cash flows. The REIT has substantially completed
the refinancing of $636 million of U.S. debt with $512 million of
HUD-insured long-term mortgages and $124 million of cash used to
de-lever. Combined with the refinancing of Canadian mortgages in
late 2011, Extendicare expects to realize $25 million of
annualized interest savings which will strengthen its fixed charge
coverage substantially. Upcoming debt maturities are manageable
considering the REIT's access to secured financing in the U.S. and
Canada with $42 million remaining in 2012 and $191 million in
2013.

The stable outlook reflects Moody's expectation that Extendicare
will sustain recent operational improvements, which will help to
offset negative changes to U.S. government reimbursement. The
outlook also anticipates that the REIT will maintain a good
liquidity profile and no escalation in liability or regulatory
issues.

Upward ratings movement would likely reflect a reduction in
leverage with Adjusted Net Debt/EBITDA below 4.0x, increased size
with total assets above $4 billion, and a more stable U.S.
reimbursement outlook. The REIT's rating would likely be
downgraded should fixed charge coverage fall below 2.2x, Adjusted
Net Debt/EBITDA rise above 6.0x on a sustained basis, or the REIT
experience an escalation in liability or regulatory issues.

The following rating was affirmed with a stable outlook:

Extendicare Real Estate Investment Trust -- corporate family
rating at B1

Moody's last rating action with respect to Extendicare Real Estate
Investment Trust was on October 15, 2009, when the rating was
affirmed with a stable outlook.

Extendicare REIT is a provider of long-term and post-acute senior
care services in the United States and Canada. Through its
subsidiaries, Extendicare operates 263 senior care centers.

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


FAITH CHRISTIAN: Trustee Wants Dismissal Due to Lack of Reports
---------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, asks the
Bankruptcy Court for the dismissal or conversion of the Chapter 11
case of Faith Christian Family Church of Panama City Beach Inc.

The United States Trustee's duties include supervising the
administration of chapter 11 cases.  In order to fulfill this
mandate, the U.S. Trustee requires debtors to submit reports and
other information.

Jason H. Egan, Esq., representing the U.S. Trustee, tells the
Court that the last report field by the Debtor in this case is for
the month of November 2011.  The Debtor's reports for the months
of December 2011, January, February and March 2012 are past due at
this time.

Mr. Egan adds that the Debtor has accrued quarterly fees that will
be delinquent if not paid prior to April 30, 2012. The quarterly
fee balance for the first quarter of 2012 is estimated to be $325.
However, without any financial information the United States
Trustee has not way to accurately calculate fees due.

                About Faith Christian Family Church

Faith Christian Family Church of Panama City Beach Inc. operates
the Faith Christian Family Church in Panama City Beach, Florida.
The church filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Fla. Case No. 11-50288) on May 24, 2011.  The Debtor disclosed
$11,339,469 in assets, and $3,361,477 in debts as of the Chapter
11 filing.  Charles M. Wynn Law Offices, P.A., serves as the
Debtor's bankruptcy counsel.


FAITH CHRISTIAN: SunTrust Wants Chapter 11 Trustee Appointed
------------------------------------------------------------
SunTrust Bank asks the Bankruptcy Court to appoint a Chapter 11
trustee in the case of Faith Christian Family Church of Panama
City Beach, Inc.

On Aug. 5, 2008, SunTrust made a $2,862,000 loan to Faith
Christian which is secured by the majority of Debtor's property
and facilities.  The State Court in the Fourteenth Judicial
Circuit Court entered a Final Judgment of Foreclosure in the
amount of $2,924,126.71, and set a foreclosure sale for the entire
Church Campus for May 26, 2011.  However, two days before the
scheduled sale, Faith Christian filed for Chapter 11 protection.

The Bankruptcy Court previously authorized the Debtor to pay its
chief officer and head pastor, Markus Q. Bishop, within certain
limits.  The Salary Order limits Mr. Bishop's weekly salary to
$1,000 and limits his compensable expenses to $905 per month.

Denise D. Dell-Powell, Esq., at Burr & Forman LLP, tells the Court
that in direct violation of the Salary Order, the Debtor has been
paying Mr. Bishop amounts well in excess of the prescribed limits.
From June to November 2011, pursuant to the Salary Order, Mr.
Bishop should have been paid $26,000.  Instead, he was paid
$44,600, not counting other unauthorized expenses clearly outside
of the limitations of the Salary Order.  SunTrust says the
unauthorized expenses for which the Debtor has also compensated
Bishop are clearly frivolous, personal expenditures.

Ms. Dell-Powell contends the bank records and DIP reports reveal
that Mr. Bishop has been using the Debtor's coffers as his
personal piggy bank, in violation of his fiduciary duties and in
direct violation of the Salary Order.

SunTrust is represented by:

         Denise D. Dell-Powell, Esq.
         Michael A. Nardella, Esq.
         BURR & FORMAN LLP
         200 S. Orange Avenue, Suite 800
         Orlando, Fla. 32801
         Tel: (407) 540-6600
         Fax: (407) 540-6601
         E-mail: ddpowell@burr.com

                About Faith Christian Family Church

Faith Christian Family Church of Panama City Beach Inc. operates
the Faith Christian Family Church in Panama City Beach, Florida.
The church filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Fla. Case No. 11-50288) on May 24, 2011.  The Debtor disclosed
$11,339,469 in assets, and $3,361,477 in debts as of the Chapter
11 filing.  Charles M. Wynn Law Offices, P.A., serves as the
Debtor's bankruptcy counsel.


FERRELLGAS PARTNERS: S&P Lowers Corporate Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on retail propane distributor Ferrellgas Partners L.P. and
its operating subsidiary, Ferrellgas L.P. to 'B' from 'B+'. "At
the same time, we lowered Ferrellgas Partners' senior unsecured
rating to 'CCC+' from 'B-' and lowered Ferrellgas L.P.'s senior
unsecured rating to 'B-' from 'B+' and changed the recovery rating
to '5' from '4'. The unsecured recovery rating of '6' for
Ferrellgas Partners is unchanged. The outlook is stable. As of
Jan. 31, 2012, Ferrellgas Partners had about $1.3 billion of
balance-sheet debt," S&P said.

"The rating action on Ferrellgas reflects our view that the
partnership's high financial leverage, retail margin pressure, and
weak distribution coverage will persist through fiscal 2013. Weak
retail propane demand due to mild winter weather and rising
propane prices are the main catalysts for the weaker financial
risk profile. We believe consolidated financial leverage will
remain about 5.5x to 5.75x for the next 12 to 18 months absent a
materially improved winter heating season. As a result, we are
revising the financial risk profile to 'highly leveraged' from
'aggressive' and maintaining a business-risk profile of 'weak',"
S&P said.

"We expect profit margins to continue to come under pressure due
to intense competition, customer conservation, and volatile
propane prices," said Standard & Poor's credit analyst Michael
Grande.

"In our view, distribution coverage will remain under pressure and
be about 1x if winter heating season demand returns to normal
levels. Lower EBITDA in 2012 has caused distribution coverage to
notably weaken below 1x for the 12 months ended Jan. 31, 2012,"
S&P said.

"The stable outlook reflects our view that total debt to EBITDA
will remain in the mid-5x through 2013, and that the partnership
will grow propane volumes modestly and keep profit margin per
gallon fairly stable. We could lower the rating if financial
metrics further deteriorate such that liquidity becomes
constrained, which may include a tighter cushion in financial
covenants, and financial leverage is above 6.25x and distribution
coverage remains below 1x. This target ratio likely correlates to
6.5x to 6.75x during winter months when working capital borrowings
peak, depending on commodity prices. We could raise the rating if
debt leverage is sustained at about 5x and distribution coverage
is at or above 1x," S&P said.


GENMED HOLDINGS: Incurs $357,000 Net Loss in First Quarter
----------------------------------------------------------
Genmed Holding Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $357,255 for the three months ended March 31, 2012, compared
with a net loss of $467,057 for the same period a year ago.


The Company's balance sheet at March 31, 2012, showed $754,919 in
total assets, $2.78 million in total liabilities and a $2.02
million total stockholders' deficit.

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

                       http://is.gd/PAyJam

                        About Genmed Holding

Based in The Netherlands, Genmed Holding Corp. through its wholly
owned Dutch subsidiary Genmed B.V. is focusing on the delivery of
low cost generic medicines directly to distribution chains
throughout Europe.  Generic medicines, which become available when
the originator medicines patents has expired, are, due to
continuing governmental pressure and new insurance policies,
increasingly used as equally effective alternatives to higher-
priced originator pharmaceuticals by general practitioners,
specialists and hospitals.

The Company reported a net loss of $5.44 million on $0 of net
sales in 2011, compared with a net loss of $7.72 million on $0 of
net sales in 2010.

In its report on the 2011 financial statements, MaloneBailey, LLP,
in Houston, Texas, expressed substantial doubt as to the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred a series of net losses
resulting in negative cash flow from operations during the year
ended Dec. 31, 2011.


GIONI BROTHERS: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gioni Brothers Inc.
        dba Italian Inn
        6221 Annapolis Road
        Hyattsville, MD 20784

Bankruptcy Case No.: 12-20062

Chapter 11 Petition Date: May 29, 2012

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Damani K. Ingram, Esq.
                  THE INGRAM FIRM, LLC
                  5457 Twin Knolls Rd., Suite 303
                  Columbia, MD 21045
                  Tel: (410) 992-6603
                  Fax: (410) 992-6671
                  E-mail: ingramlawfirm@gmail.com

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

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

A copy of the Company's list of its three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/mdb12-20062.pdf

The petition was signed by Demetrius Gioni, vice president.


HALE MOKU: OneWest Bank Wants Case Converted to Chapter 7
---------------------------------------------------------
OneWest Bank FSB, a secured creditor of Hale Moku LLC, asks the
Bankruptcy Court to convert the Chapter 11 case to one under
Chapter 7.

The bank said the Debtor filed its chapter 11 bankruptcy case in
response to an imminent foreclosure by OneWest on real property
located at 1251 N. Clark Street, Los Angeles, Calif.  The Debtor
filed an earlier Chapter 11 case on March 9, 2012, which was
dismissed on March 22.  However, the Debtor's list of 20 largest
unsecured creditors in the current case contains none of the
creditors listed on the 20 largest unsecured creditor list in the
first case.

Lewis R. Landau, Esq., at Dykema Gossett LLP, informs the Court
that OneWest is investigating the facts and circumstances
surrounding the Debtor's acquisition of its seven real properties
because the facts disclosed in the Debtor's schedules and U.S.
Trustee filings simply cannot be reconciled.  OneWest's borrower
is Elizabeth Medina, who transferred the Clark Property into the
Debtor on Dec. 29, 2011.  Ms. Medina is the sister of Douglas
Reed, the Debtor's manager.

Mr. Landau alleges that the Debtor's filings provided to the U.S.
Trustee reveal numerous discrepancies.  The Debtor's Declaration
of Debtor Regarding Compliance states that the Debtor was formed
in December 2010.  However, the U.S. Trustee Owned Property
Summary Sheet states that all of the other six properties were
acquired in 1986, 1992, 1995, 2000, 2004 and 2003.  These
acquisition dates are obviously not possible in view of the
Debtor's formation in December 2010.

Mr. Landau contends that the Debtor's case reflects many badges of
a bad faith filing involving multiple property transfers into the
filing entity.  Once the facts are fully compiled, OneWest will
move for appropriate relief based on such facts and circumstances.
However, at this point in the case, the Debtor's filings thus far
indicate a serious deficiency in the Debtor's compliance with the
U.S. Trustee and insurance requirements.  The Debtor's U.S.
Trustee filings were filed over a week late and are substantially
incomplete.

Mr. Landau submits that the Debtor's estate's assets are
materially underinsured.  The Debtor's failure to maintain
appropriate insurance and failure to fulfill UST reporting
requirements establishes cause to convert the Debtor's case to
chapter 7.

OneWest is represented:

         Lewis R. Landau, Esq.
         DYKEMA GOSSETT LLP
         333 South Grand Avenue, Suite 2100
         Los Angeles, California 90071
         Tel: (213) 457-1800
         Fax: (213) 457-1850
         E-mail: llandau@dykema.com

Hale Moku, LLC, filed a Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-24357) on April 24, 2012.  Hale Moku, a Los Angeles-
based property developer, disclosed $20.1 million in assets and
$14.9 million in liabilities in its schedules.  The Debtor owns
seven single family residences in Venice and Los Angeles, valued
at an aggregate of $20.1 million.  The properties serve as
collateral to $14.83 million in secured debt.  Judge Vincent P.
Zurzolo presides over the case.  Thomas C. Corcovelos, Esq., at
Corcovelos & Forry LLP, in Manhattan Beach, California, serves as
counsel.

Hale Moku LLC first filed a bankruptcy petition, pro se (Bankr.
C.D. Calif. Case No. 12-18574) on March 9, 2012.


HARPER BRUSH WORKS: Files for Chapter 11 in Iowa
------------------------------------------------
Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.

Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

The Debtor has filed first day motions including proposals to pay
prepetition claims of employees, contractors, insurers, shippers
and freight handlers.  A hearing before Judge Anita L. Shodeen is
scheduled for June 4, 20102, at 1:30 p.m.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the 112-year old Harper Brush traces its financial
problems to 2005, when it leased additional facilities in
California and North Carolina.  From peak sales of $53.5 million
in 2007, revenue declined to $23.5 million in 2011.  The net loss
for the fiscal year ended in September was $5.7 million.

Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave,
P.C., serves as bankruptcy counsel to the Debtor.

                   Chief Restructuring Officer

A week before the petition date, the Debtor engaged Marc B. Ross
as chief restructuring officer.  The CRO was charged with the
responsibility of operating Harper and negotiating with its
creditors, attempting to formulate on out-of-court workout and/or
restructuring with its creditors, and, if necessary, prepare
Harper for a Chapter 11 reorganization case, and lead Harper
through a Chapter 11 case through plan confirmation.

The Debtor is seeking bankruptcy court approval of the
restructuring engagement agreement with the CRO.

Mr. Ross, who also acted as CRO of Chapter 11 debtor Fuller Brush
Company, will be compensated at the rate of $300 per hour, with a
cap of $10,000 for any one week of work, plus actual, reasonable
and necessary out-of-pocket costs and expenses.


HIGH PLAINS: Incurs $5.8 Million Net Loss in First Quarter
----------------------------------------------------------
High Plains Gas, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.86 million on $7.93 million of total revenue for the three
months ended March 31, 2012, compared with a net loss of $6.97
million on $4.02 million of total revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2012, showed $30.10
million in total assets, $37.89 million in total liabilities and a
$7.79 million total stockholders' deficit.

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

                        http://is.gd/xN8DIu

                         About High Plains

Houston, Texas-based High Plains Gas, Inc., is a provider of goods
and services to regional end markets serving the energy industry.
It produces natural gas in the Powder River Basin located in
Northeast Wyoming.  It provides construction and repair and
maintenance services primarily to the energy and energy related
industries mainly located in Wyoming and North Dakota.

Eide Bailly LLP, in Greenwood Village, Colorado, issued a "going
concern" qualification on the financial statements for the ear
ending Dec. 31 2011, citing significant operating losses which
raised substantial doubt about High Plains Gas' ability to
continue as a going concern.

The Company reported a net loss of $57.48 million on
$17.15 million of revenues for 2011, compared with a net loss of
$5.48 million on $2.61 million of revenues for 2010.


HOUGHTON MIFFLIN: Fitch Junks Rating on Two Loan Facilities
-----------------------------------------------------------
Fitch Ratings has a 'D' Issuer Default Rating (IDR) on Houghton
Mifflin Harcourt Publishers Inc. (HMH) and its subsidiaries.
There is no assigned Rating Outlook.

Fitch believes upon exiting bankruptcy (expected by the end of
June 2012), the IDR of HMH and its issuing subsidiaries would be
'B+'.  Given the strong recovery prospects, the $250 million
senior secured term loan and the $250 million asset backed credit
facility would be notched up at a 'BB+/RR1' rating.  This Recovery
Rating analysis reflect a restructuring scenario (going-concern)
and an adjusted, distressed enterprise valuation of $1.4 billion
using a 6 times (x) multiple.

Term loan facility provisions/covenants includes 1% annual
required amortization and a provision that requires 50% of excess
cash flow to be dedicated to reducing debt balances (starting in
2014, the excess cash flow repayment is not required if covenant
leverage is under 0.75x); covenant leverage of 2.25x (declining to
2x on Dec. 31, 2013); interest coverage of 7x (increasing
ultimately to 9x by March 31, 2014); and change of control
provision.  Fitch notes that the restricted payments are primarily
limited by the financial covenants and a required minimum
liquidity of $250 million.

Fitch does not believe that the post bankruptcy capital structure
will be permanent.  The current private equity ownership and the
risk to HMH's balance sheet from shareholder friendly actions and
an investment exit weigh on the ratings.  Fitch believes the
sponsors could look to extract shareholder returns (leveraged
dividend) prior to exiting their investment.  Fitch does not
believe that such a transaction would occur in the near tem.

Upon bankruptcy exit, Fitch calculates post plate unadjusted gross
leverage of 2.1x as of March 31, 2012.  Fitch expects leverage to
decline by years end, remaining above 1x.  Fitch expects total
funded debt post bankruptcy to be $250 million.

Liquidity upon exit of bankruptcy is expected to include $141
million in cash and HMH's undrawn $250 million ABL facility.
Fitch expects 2012 ending cash balance to be $350 million to $450
million.

Fitch's expects free cash flow (FCF) to continue to be negative in
2012 (impacted in part by cost associated with the new debt
issuance, bankruptcy filings and interest payments associated with
its previous $3.1 billion debt balance).  Fitch expects FCF to
turn positive by 2014. Fitch believes the company has sufficient
liquidity to endure negative FCF over the next one to two years.

HMH continues to be a leader in the K-12 educational material and
services sector, capturing 41% of its Association of American
Publishers addressable market.  Fitch believes investments made
into digital products and services will position HMH to take a
meaningful share of the rebound in the K-12 educational market.
Fitch's expects HMH will be able to, at a minimum, defend its
market share.

Fitch expects Basal revenues to continue to decline in the mid to
high- single digits in 2012.  Under Fitch conservative base case,
total revenues decline in the low single digits can be
accommodated in the potential 'B+' rating.  The education business
is in a cyclical trough, and Fitch believes that HMH and its peers
will benefit from the adoption of common core standards in
2014/2015.

Post bankruptcy, HMH will have materially more financial
flexibility to invest into digital content and new business
initiatives.  These investments into international markets and
adjacent K-12 education markets may provide diversity away from
highly cyclical state and local budgets.

Fitch currently rates HMH and its subsidiaries as follows:

HMH Publishers

  -- IDR at 'D';
  -- Secured first lien credit facility at 'C/RR4';
  -- Senior secured first lien notes at 'C/RR4'.

Houghton Mifflin Harcourt Publishing Company

  -- IDR at 'D'.

HMH Publishers LLC

  -- IDR at 'D'.


INCREDIBLE DAVE'S: Financial Woes Prompt Chapter 11 Filing
----------------------------------------------------------
Walker Duncan at Nashville Post reports that Incredible Dave's has
filed for protection from its creditors and is looking to remain a
going concern, according to its founder David Lawrence.

The report notes the company's home base and first location in
Louisville filed for Chapter 11 almost a year ago, and its local
Rivergate Mall store is a franchise.  "We fully intend to
reorganize and stay in business," Mr. Lawrence said.

The report relates the financial troubles facing the company from
being undercapitalized initially and having short-term debt
obligations that need to be re-evaluated.  The company had tried
to handle the obligations with cash flow, but Chapter 11
eventually became the best option.

Based in Goodlettsville, Tennessee, Incredible Dave's of Nashville
LLC filed for Chapter 11 protection (Bankr. M.D. Tenn. Case No.
12-04817) on May 23, 2012.  Judge Marian F. Harrison presides over
the case.  Elliott Warner Jones, Esq., at Emerge Law, PLC,
represents the Debtor.  The Debtor estimated both assets and debts
of between $1 million and $10 million.


INSIGHT GLOBAL: S&P Affirms 'B+' Corp. Credit Rating; Outlook Pos
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Atlanta-based IT staffing provider Insight Global Inc. to positive
from stable. "We also affirmed our 'B+' corporate credit rating on
the company," S&P said.

"At the same time, we affirmed our 'B+' senior secured term loan
and amended revolving credit facility ratings (the same as our
corporate credit rating on the company). The recovery rating on
this debt remains at '4', indicating our expectation of average
(30%-50%) recovery for lenders in the event of a payment default.
The amendment increased the revolver size to $25 million from $20
million," S&P said.

Debt at the company was $158 million as of March 31, 2012.

"The outlook revision reflects good operating performance and
lower debt leverage," said Standard & Poor's credit analyst Hal
Diamond. "We expect that the operating outlook will remain
favorable, at least over the next couple of years, which will
result in a continued reduction in debt leverage."

"The 'B+' corporate credit rating reflects our assessment of
Insight Global's business risk profile as 'weak' (based on our
criteria), weighing its small, niche market position in the highly
competitive and fragmented staffing industry and risks related to
its rapid organic growth. We consider its financial risk profile
'aggressive,' stemming from its modest discretionary cash flow as
a result of receivable funding needs, relatively high customer
concentration, and vulnerability of revenue to economic cycles.
Still, we expect its EBITDA margin will remain above that of peers
based on management's track record of coping with competitive
industry conditions," S&P said.

"The positive rating outlook reflects our expectation that revenue
and EBITDA will grow at a high-teen percentage rate in 2012. We
could consider raising the corporate credit rating to 'BB-' if we
become convinced that the company can maintain debt leverage below
3x on a sustainable basis and preserve its current EBITDA margin,
generating good discretionary cash flow," S&P said.

"We could revise the outlook back to stable if EBITDA declines
over the next year and the margin of compliance with covenants
narrows below 15%. This could occur if EBITDA declines by 18% from
the March 31, 2012 level. The company is owned by a private-equity
sponsor; accordingly, we could also revise the outlook to stable
if the company pursues special dividends (which we do not
currently expect)," S&P said.


INTERLINE BRANDS: Moody's Reviews 'B1' CFR/PDR for Downgrade
------------------------------------------------------------
Moody's Investors Service has placed the ratings of Interline
Brands, Inc. under review for possible downgrade. The review
follows the recent announcement by Interline that it has agreed to
be acquired by affiliates of GS Capital Partners LP, investment
funds managed by Goldman, Sachs & Co., and P2 Capital Partners,
LLC for approximately $1.1 billion, including the assumption of
debt.

Ratings on review for potential downgrade:

  Corporate Family Rating at B1;

  Probability of Default at B1; and,

  $300 million senior subordinated notes due 2018 at B2
  (LGD4, 68%).

Ratings Rationale

Moody's review will focus on the impact that the proposed
transaction will have on Interline's future capital structure,
financial strategy and credit metrics. Moody's notes that
affiliates of Goldman, Sachs & Co., and Bank of America have
committed to providing a $250 million senior secured asset-based
revolving credit facility, and $678 million of unsecured bridge
financing. Moody's will also assess the degree to which the
company's operating strategy will be able to sustain the current
level of earnings, cash flow generation and liquidity under the
new, more levered capital structure. Certain debt obligations
including the senior notes contain change of control provisions.
To the extent that any existing debt is redeemed in its entirety
under change of control provisions Moody's will withdraw the
respective debt instrument ratings.

The principal methodology used in rating Interline was the Global
Distribution and Supply Chain Services Industry Methodology,
published in November 2011. Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009.

Interline Brands, Inc., headquartered in Jacksonville, FL, is a
national distributor and direct marketer of maintenance, repair
and operations products. Interline focuses on three principal end
markets within the MRO distribution industry: facilities
maintenance, professional contractors and specialty distributors.
The company's largest two product categories are
janitorial/sanitation products followed by plumbing products.
Interline sells its products through a network of distribution
centers, professional contractor showrooms and vendor-managed
inventory locations at large professional contractor customer
locations. Revenues for the twelve months through March 31, 2012
totaled approximately $1.3 billion.


INTERNAL FIXATION: Incurs $720,000 Net Loss in First Quarter
------------------------------------------------------------
Internal Fixation Systems, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $719,980 on $156,464 of net sales for the
three months ended March 31, 2012, compared with a net loss of
$399,012 on $66,407 of net sales for the same period during the
prior year.

The Company's balance sheet at March 31, 2012, showed $1.75
million in total assets, $1.98 million in total liabilities and a
$232,715 total stockholders' deficit.

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

                        http://is.gd/wXrPAq

On May 17, 2012, Henry Brown, chief financial officer and
secretary of Internal Fixation, resigned from his positions with
the Company, effective immediately.

Stephen J. Dresnick, M.D., currently the Company's President and
Chief Executive Officer, also will serve as the Company's interim
Chief Financial Officer (principal accounting officer) and
Secretary, effective immediately, until the Company names a
permanent Chief Financial Officer and Secretary.  Dr. Dresnick,
age 61, has been the Company's Chairman, Chief Executive Officer
and President since April 2009.

                      About Internal Fixation

South Miami, Fla.-based Internal Fixation Systems, Inc., is a
manufacturer and marketer of generically priced orthopedic and
podiatric implants.  Customers include ambulatory surgery centers,
hospitals and orthopedic surgeons.  IFS's strategy is to focus on
commonly used implants that no longer have patent protection.  The
Company enhances the implants and sells them at prices below the
market leaders.

The Company reported a net loss of $3.45 million in 2011, compared
with a net loss of $781,440 in 2010.

After auditing the Company's financial results for 2011, Goldstein
Schechter Koch P.A., in Hollywood, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company had a net loss in
2011 and 2010.  Additionally, the Company has an accumulated
deficit of approximately $4.21 million and a working capital
deficit of approximately $683,500 at Dec. 31, 2011, and is unable
to generate sufficient cash flow to fund current operations.


INTERTAPE POLYMER: S&P Raises Corporate Credit Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Montreal, Canada-based Intertape Polymer Group Inc.
(Intertape) to 'B' from 'B-'. The outlook is stable. "At the same
time, we raised our issue-level rating on the company's
subordinated notes to 'CCC+' from 'CCC'. Subsidiary Intertape
Polymer U.S. Inc. issued the subordinated notes. The recovery
rating on the notes remains unchanged at '6', indicating our
expectation for negligible (0% to 10%) recovery in the event of a
payment default," S&P said.

"The upgrade reflects the company's improved operating
performance, mainly as a result of a better pricing environment,
its cost-reduction efforts, and a shift in the mix to higher-
margin products," said Standard & Poor's credit analyst Daniel
Krauss. "EBITDA for the 12 months ended March 31, 2012, was about
$71 million, substantially higher than the $45 million the prior
year. Stronger earnings, coupled with higher cash flow generation
and a moderate reduction in debt, have led to improved liquidity
and credit metrics. The key ratio of funds from operations (FFO)
to total debt was 22% as of March 31, 2012--a moderate increase
from 13% a year earlier. We adjust debt by about $30 million to
include the present value of operating leases and tax-adjusted
postretirement benefit obligations. We believe that the ratio will
continue to reflect volatility in the company's operating
performance and, over the business cycle, we expect the ratio to
average about 15%. Our expectations for stable-to-improving
operating performance are based on Standard & Poor's outlook for
continued modest U.S. economic growth in 2012," S&P said.

"The ratings on Intertape reflect our assessment of the company's
business risk profile as 'vulnerable' and financial risk profile
as 'aggressive.' With annual sales of nearly $800 million as of
March 31, 2012, Intertape manufactures mainly tapes, films, and
woven products for the industrial, packaging, housing and
construction, and the relatively stable food and consumer durables
end markets," S&P said.

"The company's end markets are steadily improving, and we
anticipate that this will continue in 2012. Nonetheless, we expect
the company's operating performance will remain vulnerable to
volatile input costs, including polyethylene and polypropylene
resin costs, and to economic slowdowns and competition. Despite
improved earnings over the last year, EBITDA margins remain weak,
at about 9% as of March 31, 2012," S&P said.

"Intertape has midsize market shares in its niches, but it is not
the largest player in many of its segments. The tapes market has
only a few well-established players, including Intertape. Although
competition can at times constrain pricing, the company benefits
from the absence of severe price competition in most product
categories. The company's competitive position in its market
niches and positive long-term growth prospects for industrial tape
demand in North America partially mitigate weaknesses in its
business risk profile. Tapes are the company's largest business--
in 2011 it accounted for 66% of revenues. Products mainly consist
of carton sealing tapes, industrial tapes (including masking tape
and duct tape), and water activated tape. The films business,
which accounted for nearly 20% of 2011 revenues, complements the
tapes business and uses the same distribution network that markets
the majority of Intertape's other products. The woven products
business includes lumber wrap and house wrap for use in the
housing construction market," S&P said.

"The stable outlook reflects our expectation that Intertape will
be able to at least maintain its improved operating performance in
2012 as it benefits from what we anticipate will be a modest
economic recovery. We expect the company's continued focus on
shifting to a higher margin product mix, ongoing cost reduction
initiatives, and new product introductions should lead to a modest
increase in 2012 earnings. The outlook also reflects our view that
positive free cash flow generation should continue to support the
company's adequate liquidity. We expect the company will address
the upcoming 2014 debt maturities in a timely manner," S&P said.

"We could raise the ratings modestly if Intertape is able to
sustain its improved credit metrics, so that FFO to total debt
remains above 20%, even after accounting for potential downturns.
We could also consider a modest upgrade if free cash flow is
greater than we expect, allowing the company to reduce debt.
Alternatively, we could lower the ratings if the recent
improvement in EBITDA reverses and free cash flow turns negative,
causing liquidity to deteriorate. Based on our downside scenario,
we could lower the ratings if the company can't fully pass on
escalating raw material prices to customers, causing EBITDA
margins to deteriorate by 200 basis points or more from our
expectations. If this were to happen, we would expect that total
adjusted debt to EBITDA would weaken to about 5x," S&P said.


JENSEN FARMS: Files Chapter 11 to Finish Cantaloupe Deal
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jensen Farms, a Colorado cantaloupe producer, filed a
Chapter 11 petition to implement a settlement negotiated with its
insurance company.

The report recounts that in September, the Centers for Disease
Control traced a listeria outbreak to Jensen Farms' cantaloupes.
The insurance company denied it was responsible.  To avoid
litigation, the insurance company, the farm, and lawyers for
plaintiffs agreed on a settlement where the insurance company will
pay $2 million plus $500,000 to administer a trust making
distributions to victims of the outbreak.  Other defendants will
contribute an additional $1.9 million, creating a trust with $3.9
million for those who suffered injuries.

According to the report, the settling parties intend to use the
claims resolutions mechanism developed in a 2009 peanut
contamination-related bankruptcy for a company named Peanut Corp.
of America.

Jensen Farms filed a Chapter 11 petition (Bankr. D. Colo. Case No.
12-20982) in Denver on May 25, 2012.

Donald D. Allen, Esq., and James T. Markus, Esq., at Markus
Williams Young & Zimmermann, LLC, in Denver, serve as counsel to
the Debtor.  The Law Offices of Michael W. Callahan LLC has been
tapped as special partnership counsel.  Richard C. Maxwell and
Woods Rogers PLC is the special Listeria claims counsel.
The Debtor estimated assets of $1 million to $10 million and debts
of under $50 million.


JOSEPHINE DIMITRI: La. Appeals Court Rules on Lease Dispute
-----------------------------------------------------------
FABIEN MANG, v. HEISLER PROPERTIES, L.L.C., DEBRA GARRETT LEVIS,
BILLIE GARRETT SEMMES, AS CO-EXECUTRICES OF THE SUCCESSION OF
WILLIAM C. GARRETT, JOSEPHINE DeSALVO DIMITRI, CAMELLA M. DIMITRI,
AS INDEPENDENT EXECUTRIX OF THE SUCCESSION OF JOSEPH DIMITRI,
JOSEPHINE VIRGA DIMITRI, EXECUTRIX OF THE SUCCESSION OF FRANK P.
DIMITRI, FRANK P. DIMITRI (DECEASED) AND JOSEPH DIMITRI
(DECEASED), No. 11-CA-867 (La. App. Ct.), involves a dispute over
contested provisions in a lease agreement regarding the right of
first refusal to purchase immovable property in Jefferson Parish,
La., and is a companion case to one decided earlier by the Court
of Appeals of Louisiana, Fifth Circuit.

Brothers Frank P. Dimitri and Joseph Dimitri owned property on
North Hullen Street in Jefferson Parish.  In February 1985, they
leased the property to Andrew Jaeger.  In November 1991, Winning
Legends, Inc., d/b/a Legends Bar & Grill, assumed the lease.
Fabien Mang is the sole shareholder of Legends.  The lease
provided for successive options to renew the lease, and Legends
renewed and recorded each option up through February 2007.

Frank Dimitri died in 1993, and his wife, Josephine DeSalvo
Dimitri, was recognized as his sole heir and was placed in
possession of Frank's undivided one-half interest in the property.
Legends' lease was uninterrupted because it was properly recorded.

On May 30, 2000, Josephine DeSalvo Dimitri filed a Chapter 11
bankruptcy petition.  In that proceeding, all of Mrs. Dimitri's
property, including her undivided one-half interest in the North
Hullen Street property, was passed to the Bankruptcy Trustee.  The
Bankruptcy Trustee recognized William C. Garrett as a creditor
when it was shown that he held a first mortgage on several of the
properties, including the North Hullen Street property.

On April 25, 2002, the Bankruptcy Court converted Mrs. Dimitri's
reorganization case into a Chapter 7 liquidation proceeding.  The
property was seized and sold to the highest bidder, the Succession
of William C. Garrett, at a public auction on Oct. 14, 2003.  On
that same day, the United States Marshall sold and conveyed to the
Garrett Succession several properties belonging to Mrs. Dimitri,
including the undivided one-half interest in the North Hullen
Street property.  However, because Legends had filed the lease in
the public records prior to this sale, it survived the foreclosure
sale and remained valid.

On June 19, 2003, Joseph Dimitri died.  On Dec. 11, 2003, Joseph's
succession sold some of his property, including his undivided one-
half interest in the North Hullen Street property to Mrs. Dimitri.
She subsequently sold this property and other parcels to Heisler
Properties, L.L.C.

On Aug. 26, 2005, Legends filed a lawsuit for breach of contract
and specific performance seeking to enforce the right of first
refusal clause in the lease on the North Hullen Street property.
Legends named Heisler, the individual Garrett heirs, as well as
Josephine DeSalvo Dimitri, the executrix and heirs of Frank
Dimitri's succession, Josephine Virga Dimitri, and the executrix
and heirs of Joseph Dimitri's succession.  The action sounds in
contract and alleges breach of the right of first refusal clause.
Legends asserts it had the right of first refusal to purchase the
property that was improperly sold at the Marshall's sale in
violation of that clause.  All defendants answered the lawsuit
raising various defenses.

The Garrett Succession and Heisler filed an exception of no right
of action alleging that Fabien Mang and Legends assigned the lease
to Townsend Legends, Inc. on Dec. 10, 2005.  Legends sold the
business to Raymond C. Townsend.  In response, Legends and Mang
filed a motion to substitute proper party-plaintiff asserting that
Mang, as sole shareholder of Legends, sold his interest in the
company Winning Legends, Inc. to Raymond Townsend on Nov. 7, 2005.
However, Mang maintained that he retained all rights of first
refusal and options to purchase the real property and improvements
thereon in the sale of the business.  That motion was granted by
the trial court on March 28, 2006, and Fabien Mang was substituted
as plaintiff for Legends.

Townsend Legends filed a petition of intervention asserting that,
as the current lease holder on the property, it has a vested
interest in the original matter before the court.  A motion for
summary judgment on the issue of the validity of the lease was
filed by Townsend and granted by the trial court.

The executrix of Frank Dimitri's succession filed an exception of
no cause of action based on a clause contained in the lease that
excluded a transfer or sale of property to heirs from the right of
first refusal clause.  That exception was granted by the trial
court.  Fabien Mang filed a motion for new trial on that judgment.
The exceptions of no right of action filed by the Garrett
Succession and Heisler were also granted, and Mang filed a motion
for new trial on those judgments.  While that motion was pending,
on Dec. 28, 2010, the Fifth Circuit Court handed down an opinion
in a companion case, in which Royal Oldsmobile filed a similar
action on another parcel of land acquired by Heisler in the same
transaction.  Based on that opinion, the Garrett Succession filed
a motion for summary judgment.  By agreement of the parties, the
hearing on the motion for new trial was continued to be heard with
the motion for summary judgment filed by the Garrett Succession.

After a hearing on the matter, the trial court granted the Garrett
Succession's motion for summary judgment, dismissing the claims
against them. In that same judgment, the trial court denied Fabien
Mang's motion for new trial.

Fabien Mang took an appeal from that judgment.

In a May 22 ruling available at http://is.gd/FUcTqcfrom
Leagle.com, a three-judge panel of the Fifth Circuit Court
composed of Judges Marion F. Edwards, Judge G. Gravois, and Marc
E. Johnson affirmed the grant of an exception of no right of
action of Mang to maintain the lawsuit, and summary judgment in
favor of the defendants.  Judge Edwards wrote the decision.


KENTUCKY ECONOMIC: Moody's Lowers Revenue Bond Rating to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service has downgraded the underlying rating on
the Kentucky Economic Development Finance Authority's (KEDFA)
Louisville Arena Project Revenue Bonds (senior lien only) to Ba2
from Baa3. The rating action concludes the review for possible
downgrade initiated on December 13, 2011.

Ratings Rationale

The downgrade principally reflects the lower than expected state
sales TIF revenues, high operating expenses of the arena,
increased dependence on the Metro Louisville's additional
payments, and the weakened financial metrics going forward. The
rating outlook is negative. The negative outlook reflects the
uncertainty of TIF revenue growth as well as the narrow debt
service coverage ratio going forward. Current near to midterm
coverage ratio forecasts fall short of initial projections even
after taking into account the expected growth of future TIF
revenues. TIF revenues may not fully support the arena's debt
service as initially projected in the near future.

The Ba2 rating is also based on the arena's performance on the
Category A and B revenues which were above forecast. While the
arena generated ample revenues, the operating expenses of the
arena were substantially higher than the forecasted amounts, thus
negatively affecting the net operating income.

The project has $319 million Series 2008-A bonds, $15 million
Series 2008-B bonds and $9.9 million Series 2008-C bonds. The
Series A bonds include $284 million of current interest fixed rate
bonds, and $26.9 million of capital appreciation bonds. The Series
B bonds are taxable fixed rate bonds. Both issues are insured by
Assured Guaranty (Aa3; rating under review for possible
downgrade). The Series C bonds are unrated and uninsured.

Strengths:

* Strong support from the state and Metro Louisville decreases
the demand risk for the arena

* Strong attendance record for the arena's anchor tenant, the
University of Louisville's men's basketball team, provides
stability

* Arena successfully booked large numbers of non-university
events in 2011

* The contract granting the TIF can only be canceled with
approval of the bond trustee

Challenges:

* State sales taxes, a proxy for TIF sales tax revenues
experienced significant declines in 2009, although stabilizing in
2011 and 2012

* Steady growth in TIF district sales taxes will be needed to
support debt service going forward

* The TIF district exempts eight projects from payment of all or
some of the taxes supporting the project. (Future projects could
be added to TIF district exemptions by action of the legislative
council of Metro Louisville, but not without approval by the state
and the authority.)

* The increased operating expenses incurred in 2011, unless
managed, could further hamper the profitability of the arena

* LAA will be required to reimburse the Kentucky State Fair
Board, which operates Freedom Hall, for any loss of net income due
to the new arena

Outlook

The negative outlook is based on the uncertainties surrounding the
arena within the next two years including the TIF growth, arena's
operating expenses, and the amount of the additional payment that
will be provided by the Metro Louisville.

What could change the rating - UP

Improvements on the debt service coverage, replenished reserves
and greater than projected sales tax growth in the TIF district
and arena revenue growth could have a positive impact on the
rating.

What could change the rating - DOWN

Lower than projected growth in revenues, particularly sales taxes,
shortfalls in debt service payments, and use of senior debt
service reserve could result in further downgrade. Significant
changes to the TIF district exemptions which impact the projected
debt service coverage could also place downward pressure on the
rating.

Rating Methodology

The principal methodology used in this rating was U.S. Public
Finance Special Tax Methodology published in March 2012.


KNOLL WEST: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Knoll West Associates LLC
        10 Camel Point Drive
        Laguna Beach, CA 92651

Bankruptcy Case No.: 12-16656

Chapter 11 Petition Date: May 29, 2012

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Catherine E. Bauer

Debtor's Counsel: Rachel S. Ruttenberg, Esq.
                  LAW OFFICES OF MARK E GOODFRIEND
                  16255 Ventura Blvd., Suite 205
                  Encino, CA 91436
                  Tel: (818) 783-8866
                  Fax: (818) 783-5445
                  E-mail: rruttenberg@gmail.com

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

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

A copy of the Company's list of its 12 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-16656.pdf

The petition was signed by Jonathan Ledesma, manager.


LAMAR ADVERTISING: Moody's Changes Rating Outlook to Positive
-------------------------------------------------------------
Moody's Investors Service changed Lamar Advertising Company's (Ba3
CFR) rating outlook to Positive from Stable reflecting improved
earnings and material debt reductions. The outlook change also
reflects the expectation for a continued decline in debt and
leverage levels through the rest of 2012. The Ba3 CFR and all
other ratings were affirmed.

Outlook Actions:

   Issuer: Lamar Advertising Company.

     Outlook, Changed to Positive from Stable

Ratings Rationale

Lamar's Ba3 corporate family rating reflects its market presence
as one of the largest outdoor advertising companies in the U.S.,
the high-margin business model, and stable free cash flow
generation. The rating also reflects the improvement in leverage
to 5.0x (including Moody's standard adjustments for lease
expenses) from 5.6x at 12/31/10 and 6.2x at the end of 2009.
Moody's expects that leverage will continue to decline through the
rest of 2012 from modest growth in EBITDA and the continued
repayment of debt (over $250 million of debt was repaid in 2011).
The ability to transfer traditional static billboards to digital
also provide growth opportunities to the company, although the
transitional to digital will make the company more sensitive to
short term changes in advertising demand. This will lead to more
volatility in earnings than historically when its assets were more
traditional billboards that are subject to longer term contracts.
Compared to other traditional media outlets, the outdoor
advertising industry is not likely to suffer from
disintermediation and benefits from restrictions on the supply of
billboards that help support advertising rates and asset
valuations.

As a pure play outdoor advertising company, Lamar provides mainly
local advertising and derives revenues from a diversified customer
base, with no single advertiser accounting for more than 1% of the
company's billboard advertising revenue. The high local advertiser
exposure means that the business is subject to above average
movements in revenue when the occasional consumer-led downturn in
the economy occurs which constrains the ratings as long as the
company maintains high leverage levels. However, Lamar's EBITDA
margin of over 40% (excluding Moody's standard adjustments) and
relatively low proportion of maintenance capex as compared to
total capex, which includes growth and digital investment
opportunities, provide sufficient headroom to weather cyclical
setbacks and positions the company strongly relative to industry
peers to maintain its credit profile within the Ba rating
category. The rating considers the company's demonstrated
discipline in managing operating expenses and capital
expenditures, which resulted in strong free cash flow generation
during the economic downturn.

Lamar's liquidity remains strong as reflected by the SGL-2
liquidity rating. Liquidity is supported by the company's balance
sheet cash, $250 million revolver facility, and expectation for
solid free cash flow generation going forward.

The rating outlook is Positive reflecting strong operating
performance, good free cash flow, and conservative financial
policies. Moody's expects leverage to decline further as the
company's revenue and EBITDA grow in the low to mid single digits
and the company continues to devote free cash flow to debt
repayment in 2012.

The rating could be upgraded if the company reduces leverage below
4.5x (including Moody's standard adjustments) by reducing debt and
demonstrates both the desire and ability to sustain leverage below
this level while maintaining comparable EBITDA margins. Management
has stated its goal of reducing leverage through 2012, but has not
stated a strategy for 2013. If the company returns to an
acquisition driven strategy which it pursued in 2006 through 2008
or carries out significant debt funded stock buybacks or material
dividend payments that lead to modestly higher leverage, the
rating is likely to remain at current levels and the outlook would
be returned to Stable.

Ratings could face downward pressure if debt to EBITDA were to
increase to over 6x driven by debt funded acquisitions, material
debt funded stock buybacks, or a decline in earnings triggered by
a significant drop in advertising spending.

The principal methodology used in rating Lamar Advertising was the
Global Broadcast and Advertising Related Industries Methodology
published in May 2012. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Lamar Advertising Company, with its headquarters in Baton Rouge,
Louisiana, is a leading owner and operator of advertising
structures in the U.S. and Canada. The company generated revenues
of approximately $1.1 billion during LTM 3/31/12.


LEHR CONSTRUCTION: Ch. 11 Trustee Can Hire Woodwork Expert
----------------------------------------------------------
The Bankruptcy Court authorized Jonathan L. Flaxer, the chapter 11
trustee for the estate of Lehr Construction Corp., to retain
Vaughn Woodwork Consultants as a testimonial expert in connection
with an adversary proceeding regarding the adequacy of the work
performed by Metropolitan/NJS Architectural Woodwork.  The Trustee
will retain VWS to inspect the wood veneer paneling, provide an
expert report and expert testimony, if necessary regarding the
work.

The Debtor was previously hired as general contractor on a
construction project at the offices of the National Basketball
Association located at 645 Fifth Avenue in New York City.
Metropolitan was sub-contracted to provide and install wood veneer
paneling on each of several floors in the Building.

VWS has the necessary background and experience to provide an
expert opinion on the work.  VWS is a member of the Architectural
Woodwork Institute, which is a professional group comprised of the
top woodworking industry professionals as well as the governing
body for credentialing the woodworking industry's best practices.
VWS is recommended specifically for consulting and inspections of
woodwork.  VWS has been retained as an expert in connection with
other woodwork-related litigations.  The Trustee believes that VWS
is well qualified to provide an expert opinion concerning the
Work.

VWS will inspect the work (i.e., the wood veneer paneling) and
will then prepare an expert report discussing whether the Work
complied with industry standards.  VWS will also provide testimony
concerning his report, if necessary during the course of these
proceedings.  If VWS needs to provide additional reports or
additional services, the Trustee will supplement this Application.

The Trustee will pay VWS $1,260 per day plus expenses for the
inspection of the Work, and $120 per hour for all other
activities, including preparation of the Report.  VWS estimates
that the total cost for the inspection and the Report is
approximately $2,500.  If expert testimony is needed in connection
with the Adversary Proceeding, VWS will be paid the lesser of a
daily rate of $1,560 or an hourly rate of $150 for its testimony,
including time preparing for its testimony.  In light of the
recovery sought from Metropolitan, the Trustee believes that the
compensation to be paid to VWS is reasonable.  Further, the
Trustee has been informed that the compensation sought is
reasonable within the industry for the services to be provided.

To the best of the Trustee's knowledge, the Firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                    About Lehr Construction

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients

Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-10723) on Feb. 21, 2011.  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Jonathan Flaxer has been appointed as Chapter 11 Trustee.  He is
represented by Douglas L. Furth, Esq., at Goldenbock Eiseman Assor
Bell & Peskoe LLP, in New York.  Wolf Haldenstein Adler Freeman &
Hertz serves as conflicts counsel to the trustee.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtor's case.


MACKINAW POWER: Fitch Affirms Ratings on $147-Mil. Loan at 'BB-'
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB-' rating on Mackinaw Power,
LLC's (Mackinaw) $288.9 million ($219.6 million outstanding)
senior secured bonds (senior bonds), and affirms the 'BB-' rating
on Mackinaw Power Holdings, LLC's (MPH) $147 million ($119 million
outstanding) senior secured term loan (term loan).  The ratings
affirmations and Stable Outlooks reflect Fitch's assessment of the
ability to provide full and timely payment of the debt service
obligations solely from operating cash flows.

Key Rating Drivers

  -- Stable Historical Performance: Operating costs, heat rates,
     and availability have been consistent with expectations.

  -- Substantially Contracted Cash Flows: Cash flows are nearly
     fully contracted under tolling agreements with investment
     grade off-takers through 2015.  Beyond 2015, approximately
     60% of total portfolio capacity is contracted through senior
     notes maturity in 2023.

  -- Conventional Technology: Plants utilize conventional and
     proven natural gas-fired generation with maintenance risk
     diversified across a portfolio of five facilities.

  -- Term Loan Refinance Risk: Fitch expects a bullet of roughly
     $100M upon maturity of the term loan.  Refinance risk is
     considered midrange, as expiring tolling agreements are
     likely to be replaced before 2015.

What Could Trigger a Rating Action

  -- Significant change in recontracting risk
  -- Dramatic shift in the regional power market
  -- Substantial deviation in term loan principal amortization
     relative to projected levels

Security

The notes are secured by a perfected first priority security
interest in all tangible and intangible assets of Mackinaw and the
Project Companies, the membership interests in Mackinaw held by
MPH, the debt service reserve and the major maintenance reserve.
The term loan is secured by a perfected first priority security
interest in all tangible and intangible assets of MPH, and the
letter of credit-funded debt service reserve.

Credit Update

Following the mid-year outage at Effingham, Mackinaw installed a
new GE compressor rotor and has returned the unit to full service.
Since then, Effingham and the other facilities have resumed
performance consistent with historical levels of operating costs,
heat rates, and availability.  Cash available to meet senior debt
obligations was reduced in 2011 due to the cost of installing the
new Effingham rotor, along with some reduced capacity payments
during the outage.  Fitch views 2011's reduced operating margin as
a one-time dip, rather than a long-term shift in expected
operational and financial performance.  Fitch notes that dispatch
at Effingham has increased in the past year, resulting in higher
energy revenues as well as an accelerated major maintenance
schedule, which will shift the timing of related accrual of major
maintenance funds.

Debt service coverage ratios (DSCR) for the senior bonds have been
fairly consistent with base case projections since the mid-2007
acquisition.  Coverage ratios are based exclusively on contracted
cash flows and, in Fitch's combined stress Rating Case, are
expected to average 1.38x from 2012 through 2015, with a minimum
of 1.35x.  After 2015, two of the tolling agreements expire, and
DSCRs based exclusively on contracted cash flow are expected to
fall to an average of 1.32x.  Any incremental merchant power sales
should increase coverage levels, though the sponsors are
evaluating extension or replacement of the expiring power sales
contracts to avoid merchant risk.

The term loan rating reflects consolidated debt service coverage
for both principal and interest on the senior bonds and interest
payments on the structurally subordinated term loan under Fitch's
combined stress Rating Case.  From 2012 - 2015, the Rating Case
DSCR averages 1.20x, with a minimum of 1.12x.  Principal payments
on the term loan via the cash sweep mechanism are reducing the
bullet that will need to be refinanced at maturity.

To assess refinancing risk, Fitch constructed a refinancing
scenario that assumes fixed amortization at a 9% interest rate
over an eight-year term with debt maturing in 2023, six months
before the expiration of the tolling agreements for the Monroe and
Walton facilities, and a portion of the Washington facility.
Fitch expects that the expiring tolling agreements at Effingham
and Washington will be extended or replaced, and ran a refinancing
scenario assuming conservative pricing terms on new PPAs.  Fitch
views refinancing risk of the MPH term loan as midrange, though
this attribute would be strengthened if new contracts are secured
at Effingham and Washington.

The projects held by Mackinaw and MPH sell energy and capacity
under long-term fixed-price power purchase agreements (PPAs) with
Constellation Energy Commodities Group, Inc. (owned by Exelon, IDR
'BBB+'; Stable Outlook by Fitch) and Georgia Power Company (GPC,
IDR 'A+'; Stable Outlook).  The PPAs are structured as tolling
agreements, and the off-takers are responsible for providing
natural gas fuel.  The off-takers have full dispatch rights over
the contracted capacity and make fixed escalating monthly capacity
payments.  These cash flows are the primary source of income,
which are used to make semi-annual principal and interest payments
to the senior secured bonds.  Excess cash flow, if any, is
distributed to MPH and used to make quarterly interest payments on
the term loan.  Fifty percent of any remaining cash flow at MPH is
used for annual term loan principal repayments.  Equity interests
in the projects are owned indirectly by majority owner ArcLight
Energy Partners Fund III, LP, as well as minority owner affiliates
of GE Capital and Government of Singapore Investment Corporation.


MARIANA RETIREMENT FUND: Judge Inclined to Dismiss Case
-------------------------------------------------------
Days before a June 1 hearing to consider various requests seeking
dismissal of the Chapter 11 case filed by The Northern Mariana
Islands, the bankruptcy judge may have already made up his mind.
On May 29, Bankruptcy Judge Robert J. Faris issued a tentative
ruling saying he is inclined to dismiss the case.

"Based on the parties' written submissions, and subject to oral
argument and further reflection, I am inclined to dismiss this
case on the ground that the Northern Mariana Islands Retirement
Fund is a 'governmental unit' which is not eligible for relief
under chapter 11 of the Bankruptcy Code," the judge said in a six-
page decision.

According to Judge Faris, reading the term "governmental unit" in
the broadest sense, as Congress intended, and emphasizing the
function of the Fund, "I am inclined to hold that the Fund is an
'instrumentality' of the Commonwealth.  The government formed the
Fund as a means of carrying out the government's obligations to
its current and retired employees.  Providing compensation and
benefits to government employees is a quintessential governmental
function.  This is particularly true in the Commonwealth, where
government employees' and retirees' pension rights enjoy
constitutional protection."

Judge Faris also pointed out that, while the Fund argues that many
entities provide retirement benefits and administer retirement
plans, its argument scants the key fact that, unlike the other
entities to which the Fund refers, the Fund administers a plan
that benefits only the government's employees and retirees.

The Fund argues that if it is an "instrumentality" of the
government, then so must be the companies it hires to help it
carry out its duties.  The Court, however, noted the contractors
presumably have clients other than the Fund.  The Fund acts solely
as an intermediary between the government and its employees and
retirees.  The Commonwealth also has significant ongoing influence
over the Fund: The governor appoints its trustees, the legislature
specifies (and from time to time changes) to whom the Fund must
pay benefits and in what amounts, and, perhaps most importantly,
the government provides (or rather, is supposed to provide)
virtually all of its funding and resources.  The Fund has no
"customers" other than the government and its employees and
retirees.

Judge Faris said In re Nortel Networks, Inc., 669 F.3d 128 (3d
Cir. 2011), supports the view that the Fund is a governmental
unit.  In the Nortel case, the court held that an entity
established by the United Kingdom government to guaranty certain
obligations of failed private pension plans was not a
"governmental unit."  The U.K. entity was funded entirely by
private employers and benefitted only nongovernmental employees.
The only connection between the entity and the U.K. government was
the fact that the government had established it.  The Nortel court
said the requisite "active" relationship between the government
and the entity was lacking because the entity "stands in the shoes
of a private party [i.e., the insolvent private pension plan]."

Judge Faris, however, added that the trustees of the Fund should
be praised, not criticized, for commencing the Chapter 11 case.
"The trustees find themselves in an intolerable position.  The
Fund for which they are responsible is caught between an
irresistible force -- obligations to retirees which it cannot pay
-- and an immovable object -- the government, which has
persistently failed to pay its debt to the Fund.  The trustees'
attempt to find a solution to this dilemma is creative and
praiseworthy even though I am inclined to rule that it cannot
succeed," according to Judge Faris.

"Congress did not intend that the Bankruptcy Code could solve all
problems, least of all the financial problems of governmental
units.  The dismissal of this case will leave the Fund and its
beneficiaries at the mercy of the Commonwealth government, but
Congress intended that the elected branches of the local
government, rather than a federal court, should address such
problems."

                     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: Sec. 341 Creditors' Meeting on June 15
---------------------------------------------------------------
The U.S. Trustee scheduled a Meeting of Creditors under 11 U.S.C.
Sec. 341(a) in the Chapter 11 case of the Northern Mariana Islands
Retirement Fund on June 15, 2012, at 9:00 a.m., at 1st Floor,
Horiguchi Building, 123 Kopa Di Oro St., Beach Road, Garapan, in
Saipan.

The deadline to file a complaint to determine dischargeability of
certain debts is Aug. 14, 2012.

The debtor's representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.  Creditors
are welcome to attend, but are not required to do so.  The meeting
may be continued and concluded at a later date specified in a
notice filed with the court.

                     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: Seeks Members' Input on Benefit Cuts
-------------------------------------------------------------
The Northern Mariana Islands Retirement Fund sent a letter to DB
Plan Members seeking the individual members' input how to approach
the reduction in benefits that the Fund has advised members,
including the appropriate levels and terms of benefits that should
be paid during the Chapter 11 case and beyond.

"We seek both to reduce near-term payouts to buy time and preserve
our ability to pay benefits into the future AND we are seeking
methods to collect all sums due and owing from the Commonwealth in
Federal Court as has been urged by many of our members.  While we
are consulting with our attorneys as to the best method to collect
amounts owed by the Commonwealth (and have already taken steps to
transfer one lawsuit against the government from Commonwealth
Court to Federal Court), we request your input as to first point
-- adjustment of benefits to ensure the fund has the ability to
pay benefits for the duration of the lives of all fund members,"
the letter said.

The Fund said there are various options to be explored to make
those reductions as fair as possible and to impose the least
hardship possible.  One option is to reduce benefits across the
board to provide benefits to all current members and their
survivors (based on the Fund's most recent actuarial data, this
could require a cut of 58% or more).  This could be implemented as
an immediate reduction to an actuarially sustainable level, or as
a phased-in reduction over several benefit payment periods
(though, the longer the period over which phase-in takes place,
the greater the likelihood that the final reduction will need to
be greater.

Another option is to make cuts "progressive," placing the greatest
burden on those who receive -- and have received historically --
the most, while lessening the burden on those who receive the
least from the fund.  Other options include combinations of those
two concepts, caps/floors on benefit levels, elimination of
specific benefit types and/or elimination of insurance
contributions etc.

The Fund also said it expects to hold meaningful discussion with
the Official Unsecured Creditors' Committee.

"At this stage, all options are on the table.  But, we need your
input as to which options are considered by you, the fund members,
to be better," the letter said.

                    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: Sues Gov't Agencies Over Unpaid Fees
-------------------------------------------------------------
Ferdie de la Torre at Saipan Tribune reports the Northern Mariana
Islands Retirement Fund commenced five lawsuits before the U.S.
District Court for the NMI Bankruptcy Division against different
government agencies for alleged failure to remit payments:

     1) The Commonwealth Government Credit Union, the CNMI
        government, and Finance Secretary Larrisa Larson;

     2) The Public School System, Education Commissioner Rita A.
        Sablan, Board of Education secretary and treasurer Galvin
        S. Deleon Guerrero, BOE members MaryLou S. Ada, D. Tanya
        King, Lucia Blanco-Maratita, and Herman T. Guerrero;

     3) The Commonwealth Healthcare Corp. as sole defendant;

     4) The Northern Marianas College, NMC president Sharon Y.
        Hart, NMC treasurer Frank Rabauliman, and Board of Regents
        members Juan T. Lizama, Elaine Hocog Orilla, Andrew
        Orsini, Maria T. Peter, and William S. Torres; and

     5) The CNMI government and Finance Secretary Larson.

The report relates the Fund, through counsel Braddock J. Huesman,
is suing the Commonwealth Government Credit Union for breach of
contract after it allegedly failed to make scheduled payments on
the $2 million it borrowed from the Fund on Aug. 15, 1996.  Mr.
Huesman said the defendants ceased remitting payments on Aug. 29,
2011.

The report adds the Fund is demanding unspecified damages, court
costs, and attorney's fees.

The report says, in the complaint against PSS, Commonwealth
Healthcare Corp., NMC, and other co-defendants, the Fund is suing
for breach of contract, saying the defendants' failure to remit
payments at the actuarially determined rate violates the law and
that such failure to remit payments should be penalized.   This
failure, Huesman said, contributed to the Fund's need to file for
Chapter 11 bankruptcy petition.  The report notes the Fund is
seeking unspecified damages.

The report relates Mr. Huesman said PSS' past due payments,
including penalties, now amount to about $30 million, while CHC's
past due amounts, including penalties, now total more than $7.4
million.  NMC, on the other hand, owes the Fund almost $8 million,
Huesman said, representing past due employer contributions and
penalties.  Mr. Huesman said these failures to remit payments
require the imposition of penalties.

According to the report, in the complaint against the CNMI
government and Larson, Mr. Huesman said the CNMI government
breached a financing agreement with the Fund in February and March
1995 to finance the construction of a judicial complex.  He said
the CNMI government has been in default since January 2011 for
failing to make timely payments.  Mr. Huesman said the CNMI has
ceased paying the revenues received by the Judiciary to which Fund
is entitled under the financing agreement.

The report says Mr. Huesman also asked the court to appoint a
receiver to collect and remit all fines, fees, and monies gathered
and collected by the Judiciary.

                    About NMI Retirement Fund

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

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.  The case has been reassigned to U.S.
Bankruptcy Court for the District of Hawaii Chief Bankruptcy Judge
Robert J. Faris.

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

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

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

The Fund filed schedules disclosing $610,000,012 in assets and
$93,183 in liabilities.  The Fund said $297,879,389 of its
personal property consists of receivables owed to the Debtor by
the CNMI and certain of the local government's agencies and public
corporations.  The Fund also said a significant portion of the
Debtor's unsecured, non-priority, liabilities consist of un-
liquidated amounts owed to Fund members.  The Fund said
liquidation of those amounts will likely require completion of the
Debtor's ongoing actuarial analysis.

The Office of the U.S. Trustee for Region 15 appointed seven
members to serve on the official committee of unsecured creditors
in the Chapter 11 case of the Northern Mariana Islands Retirement
Fund.

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


MARKETING WORLDWIDE: Reports $875,000 Net Income in March 31 Qtr.
-----------------------------------------------------------------
Marketing Worldwide Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $874,947 on $174,558 of revenue for the three months
ended March 31, 2012, compared with a net loss of $1.10 million on
$265,354 of revenue for the same period during the prior year.

The Company reported a net loss of $1.18 million on $398,147 of
revenue for the six months ended March 31, 2012, compared with a
net loss of $580,722 on $859,863 of revenue for the same period a
year ago.

The Company's balance sheet at March 31, 2012, showed
$1.31 million in total assets, $5.86 million in total liabilities,
$1.69 million in series A convertible preferred stock, and a
$6.24 million total stockholders' deficiency.

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

                        http://is.gd/tZhb6l

                     About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

The Company reported a net loss of $2.27 million for the year
ended Sept. 30, 2011, compared with a net loss of $2.34 million
during the prior year.

For the year ended Dec. 31, 2011, RBSM LLP, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern following the Company's 2011 financing results.  The
independent auditors noted that the Company has generated negative
cash flows from operating activities, experienced recurring net
operating losses, is in default of loan certain covenants, and is
dependent on securing additional equity and debt financing to
support its business efforts.


MARMC TRANSPORTATION: Richardson Discharge Derails Plan Approval
----------------------------------------------------------------
The Bankruptcy Court denied confirmation of the second amended
plan of reorganization filed by MarMc Transportation, Inc., dated
March 2, 2012, after objections lodged by Dave Sundem and Marcille
Sundem, Summit Electric, Kruse Energy Equipment and the United
States Trustee.

MarMc states that it has substantial funds available for
distribution to pay claims or at least portions of claims and
should not be hindered by the minimal amounts at issue with the
objecting parties.  The objecting parties collectively allege that
the plan improperly provides for the discharge of Cindy
Richardson's guaranties of the claims of Summit Electric and the
Sundems.  The objecting parties also have asserted individual
objections to confirmation of the plan.

MarMc wants to release Ms. Richardson from the guaranties that she
executed prior to MarMc filing its bankruptcy petition with the
creditors, the Sundems and Summit.  MarMc asserts that the court
should apply the "unusual circumstances" test which requires: (1)
that the claim or suit against the non-debtor is in essence a suit
against the debtor or will deplete assets of the estate; (2) the
non-debtor contributed substantial assets to the debtor's estate
as part of the debtor's reorganization; and, (3) the injunction is
essential to reorganize and without it, the reorganization is
substantially threatened.

The court finds that Ms. Richardson signed the guarantees after
judgments were entered against MarMc in state court proceedings in
an effort to settle those matters.  It appears that after all the
claims are paid by the bankruptcy estate, there will be a
substantial surplus available to the shareholders or for MarMc's
continued operation.  MarMc also has a monthly rental income in
the amount of $10,000, so its funds are not being depleted.

Ms. Richardson testified that she has contributed funds to
maintain MarMc throughout the bankruptcy proceeding.  She also
testified, and the court notes, that she filed a claim which is
provided for as an administrative claim in the Second Amended
Plan.

The Bankruptcy Court finds that the reorganization of MarMc is not
jeopardized by the court denying that Ms. Richardson is not
discharged of her obligation as executed under the guaranties.

                        Second Amended Plan

Under the Second Amended Plan of Reorganization filed March 2,
MarMc will retain all undistributed property, which will vest in
MarMc along with all after acquired property and proceeds.

The funds necessary for the implementation of the plan have been
generated primarily from asset sales.  The remaining funds will be
derived from business income.  MarMc will be the disbursing agent
and will be responsible for all obligations under the plan.

To continue to fund the Plan, MarMc will continue to pursue those
adversary proceedings which are currently pending and may bring an
adversary proceeding against Mark Richardson for his actions and
omissions that caused the Debtor to seek protection under
bankruptcy.

The Plan releases Cindy Richardson's guaranty of the disputed
claims of Summit Electric and Sundems.  This release is limited to
only those claims that may be asserted against her arising out of
or related to the Debtor's case, and will not include any willful
misconduct by her.

All of the property of the estate will revest in the Debtor, free
and clear of all creditors, liens and interests, along with any
and all rights of the Debtor-in-possession that may be necessary
or convenient for the Debtor to utilize to effectuate the terms of
the Plan.

A copy of the second amended plan of reorganization is available
for free at:

http://bankrupt.com/misc/MARMC_TRANSPORTATION_plan_2ndamended.pdf

                    About MarMc Transportation

Headquartered in Mills, Wyoming, MarMc Transportation, Inc.'s
principal business activity and purpose was moving oil drilling
rigs and relocating to and from drilling and well sites.  At its
height, MarMc showed gross annual income of $16,199,506 (2008) and
had 74 employees on its payroll.

MarMc filed for Chapter 11 bankruptcy protection (Bankr. D. Wyo.
Case No. 10-20653) on June 3, 2010, amid cash flow problems and
management void that caused it to default on various financial
obligations.  Stephen R. Winship, Esq., at Winship & Winship, PC,
assists the Company in its restructuring effort.  MarMc estimated
$10 million to $50 million in assets and up to $10 million in
debts in its Chapter 11 petition.

The United States Trustee has not appointed an unsecured
creditors' committee in the Debtor's case.

MarMc, through various sales approved by the Bankruptcy Court, has
sold almost all of its personal property, which sales resulted in
total proceeds of over $8,200,000.  MarMc also has sold a parcel
of real property for $640,000.  A portion of the sale proceeds
have satisfied the lien claims of Wells Fargo Equipment Finance,
Inc. (except for its attorney fees estimated at no more than
$25,000).  Additionally, $995,000 was paid, from the sale
proceeds, against the remaining real estate mortgage held by Wells
Faro Bank.


MASTER SILICON: Incurs $981,000 Net Loss in First Quarter
---------------------------------------------------------
Master Silicon Carbide Industries, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of US$981,399 on US$1.71 million of
revenue for the three months ended March 31, 2012, compared with a
net loss of US$177,621 on US$4.32 million of revenue for the same
period a year ago.

The Company reported a net loss of $3.14 million of $15.94 million
of revenues for 2011, compared with net income of $232,979 on
$12.95 million of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed US$26.91
million in total assets, US$11.07 million in total liabilities,
USUS$10 million in redeemable preferres stock-A, US$10 million in
redeemable preferred stock-B, and a US$4.16 million total
stockholders' deficit.

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

                        http://is.gd/k9gXrn

                        About Master Silicon

Located in Lakeville, Connecticut, Master Silicon Carbide
Industries, Inc., through its indirectly wholly-owned operating
subsidiary Yili Master Carborundum Production Co., Ltd. ("Yili
China"), manufactures and sells in China mostly high quality
"green" silicon carbide and some lower-quality "black" silicon
carbide, a non-metallic compound that is widely used in industries
such as semiconductors, solar energy, ceramics, abrasives and
optoelectronics.

Child, Van Wagoner & Bradshaw, PLLC, in Salt Lake City, Utah,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2011, citing
cash flow constraints, accumulated deficit, and recurring losses
from operations, which raised substantial doubt about the
Company's ability to continue as a going concern.


MATTAPAN COMMUNITY: Files for Bankruptcy to Avert Foreclosure
-------------------------------------------------------------
Jerry Kronenberg at the Boston Herald reports nonprofit Mattapan
Community Development Corp. filed for bankruptcy, staving off a
planned foreclosure auction that had been set for May 29, 2012, on
four affordable-housing apartment buildings the nonprofit owns.

According to the report, OneUnited Bank had planned to hold a
foreclosure auction on the four buildings -- three in Mattapan and
one in Dorchester -- over a delinquent $2 million mortgage.  In
view of Mattapan CDC's bankruptcy filing, the bank has postponed
the auction for at least three months.

The report notes city officials had expressed concern over what a
foreclosure would mean for the nonprofit's tenants.  Two of the
Mattapan CDC's buildings are vacant and in disrepair, but about a
dozen families live in the remaining two Mattapan properties.

The report relates banks that foreclose on apartments sometimes
force renters to move, as lenders don't typically want to assume
landlord duties.  Rather, banks sometimes empty out properties and
sell them as vacant.  Federal law gives tenants some right to stay
in foreclosed buildings -- but only for 90 days or the remainder
of their leases, whichever is longer, the report notes.

The report adds Boston officials say the Mattapan CDC ran into
financial problems after its executive director left a few years
ago.  In addition to falling into default on its OneUnited
mortgage, the group also faces some $23,000 in unpaid property-tax
liens from the city.

The report says the Mattapan CDC's bankruptcy marks the second
time in recent weeks that a high-profile group has filed Chapter
11 to avoid foreclosure by OneUnited.  In March, Roxbury's
historic Charles Street AME Church sought bankruptcy protection to
block foreclosure of its church building and other properties over
an unpaid $1.1 million balloon mortgage.

According to the report, OneUnited could not be immediately
reached for comment on the Mattapan CDC's move.  OneUnited has
faced financial problems of its own in recent years.  The bank got
$12 million of federal bailout money in 2008, but has yet to repay
the money.

Mattapan Community Development Corp. --
http://www.mattapancdc.org/-- is nonprofit community development
agency dedicated to housing, land and community development.
Mattapan CDC builds, preserves, and operates quality affordable
rental and homeownership housing with a priority on serving the
housing needs of Mattapan's low- and moderate-income residents.


MEDYTOX SOLUTIONS: Incurs $691,000 Net Loss in First Quarter
------------------------------------------------------------
Medytox Solutions Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $691,017 on $1.23 million of revenue for the three months ended
March 31, 2012, compared with a net loss of $39,577 on $4,656 of
revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $3.90
million in total assets, $6.06 million in total liabilities and a
$2.15 million total stockholders' deficit.

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

                        http://is.gd/WQKuGb

                      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.


MEG ENERGY: Moody's Upgrades CFR to 'Ba3'; Outlook Stable
---------------------------------------------------------
Moody's Investors Service upgraded MEG Energy Corp.'s Corporate
Family Rating (CFR) to Ba3 from B1, the secured term loan and
revolver to Ba2 from Ba3, and the senior unsecured notes to B2
from B3. The SGL-1 Speculative Grade Liquidity rating was
unchanged. The outlook was changed to stable from rating under
review for upgrade. This concludes the review of MEG, which was
initiated on April 2, 2012.

"The upgrade reflects MEG's 100% bitumen production and reserves,
strong operational performance, and sufficient cash on hand to
complete Phase 2B, which will bring production to about 60,000
bbls/day," said Terry Marshall, Moody's Senior Vice President.
"MEG benefits from its ownership of significant best-in-class
reserves in the heart of the SAGD Athabasca oil sands region."

Upgrades:

  Issuer: MEG Energy Corp.

     Probability of Default Rating, Upgraded to Ba3 from B1

     Corporate Family Rating, Upgraded to Ba3 from B1

     US$1000M Senior Secured Bank Credit Facility, Upgraded to
     Ba2 from Ba3

     US$1000M Senior Secured Bank Credit Facility Mar 18, 2018,
     Upgraded to Ba2 from Ba3

     US$1000M Senior Secured Bank Credit Facility, Upgraded to a
     range of LGD3, 32 % from a range of LGD3, 34 %

     US$1000M Senior Secured Bank Credit Facility Mar 18, 2018,
     Upgraded to a range of LGD3, 32 % from a range of LGD3, 34 %

     US$750M 6.5% Senior Unsecured Regular Bond/Debenture Mar 15,
     2021, Upgraded to B2 from B3

     US$750M 6.5% Senior Unsecured Regular Bond/Debenture Mar 15,
     2021, Upgraded to a range of LGD5, 86 % from a range of
     LGD5, 87%

Outlook Actions:

  Issuer: MEG Energy Corp.

    Outlook, Changed To Stable From Rating Under Review

Ratings Rationale

MEG's Ba3 CFR reflects its production of approximately 26,000
barrels per day (bbls/day) of bitumen and favorable steam oil
ratio (SOR) of approximately 2.5, as well as the company's
significant cash position, which along with cash flow should
enable MEG to substantially construct and commission Phase 2B of
the Christina Lake oil sands property, a 33,000 barrels per day
expansion (All production and reserves figures are net of
royalties). Phase 2B has an estimated capital cost of C$1.4
billion, of which about C$880 million has been spent through March
31, 2012. The rating also considers MEG's substantial reserves and
land position in key productive areas of the Athabasca oil sands
region, all of which will be developed using steam assisted
gravity drainage (SAGD) techniques. The company also benefits from
ownership of 50% of the Access pipeline. However, the rating also
reflects a high debt level, the execution risk of constructing and
ramping up Phase 2B to targeted levels through 2014, MEG's
relatively small production base, and exposure to light/heavy
differentials.

In accordance with Moody's Loss Given Default Methodology, the
US$1 billion secured revolver and the US$1 billion secured term
loan, which rank pari passu, are rated Ba2, one notch above the
Ba3 CFR, reflecting the cushion provided by lower ranking
unsecured notes. The US$750 million senior unsecured notes are
rated B2, two notches below the CFR.

The SGL-1 speculative grade liquidity rating reflects MEG's very
good liquidity. At March 31, 2012 MEG had C$1.4 billion of cash
and short term investments on hand. With an undrawn $1 billion
revolver, which matures in 2017, MEG will have ample liquidity to
cover negative free cash flow of about C$900 million through mid-
2013 as it moves toward completion of Phase 2B. MEG has no
financial covenants. MEG has good sources of alternate liquidity
through its ability to monetize non-core assets or potentially
joint venture their 100%-owned properties at Christina Lake or
Surmont.

The stable outlook considers MEG's successful achievement of
production in excess of design capacity at Phases 1 and 2, its
large cash position and 100% ownership of a large base of long-
lived bitumen reserves. The rating could be considered for upgrade
if Phases 1 and 2 continue to produce around 25,000 bbls/day and
Phase 2B advances toward targeted production at anticipated costs,
timeline, and economics. As well, an upgrade would be contingent
on an expectation that the capital required to develop Phase 3A
and Surmont would be funded with a reasonable mix of cash flow,
debt and equity, and E&P debt to proved developed reserves is on a
declining trend. The ratings could be downgraded if it becomes
apparent that MEG is unable to maintain current production levels,
if the operating economics of production deteriorate materially,
or if Phase 2B construction runs considerably over budget or
requires significant additional debt to complete.

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

MEG is a Calgary, Alberta-based publicly-held SAGD oil sands
operating and project development company.


MF GLOBAL: S&P Withdraws 'D' Counterparty Credit & Issue Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' counterparty
credit and issue ratings on MF Global Holdings Ltd.

"The 'D' ratings on MF Global reflected its filing for Chapter 11
bankruptcy protection on Oct. 31, 2011. We withdrew the ratings
because the company is in liquidation and is not expected to
emerge from bankruptcy," S&P said.


MIT HOLDING: Incurs $168,000 Net Loss in First Quarter
------------------------------------------------------
MIT Holding, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $168,020 on $1.20 million of sales and services rendered for
the three months ended March 31, 2012, compared with a net loss of
$567,814 on $5.08 million of sales and services rendered for the
same period a year ago.

The Company's balance sheet at March 31, 2012, showed
$1.47 million in total assets, $4.05 million in total liabilities
and a $2.57 million total stockholders' deficiency.

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

                        http://is.gd/x2xBVn

                         About MIT Holding

Savannah, Ga.-based MIT Holding, Inc. (OTC BB: MITD)
-- http://www.mitholdinginc.com/-- distributes wholesale
pharmaceuticals, administers intravenous infusions, operates an
ambulatory center where therapies are administered and sells and
rents home medical equipment.

The Company reported a net loss of $1.32 million in 2011, compared
with net income of $78,832 in 2010.

The Company said in the Form 10-K that its inability to achieve
sufficient increases on its revenues has created a liquidity
challenge that raises doubt about the Company's ability to
continue as a going concern.


MORGAN INDUSTRIES: Status Conference Set for June 25
----------------------------------------------------
The Bankruptcy Court in New Jersey will hold a status conference
on June 25, 2012, at 11:00 a.m. in the Chapter 11 cases of in the
Chapter 11 case of Morgan Industries Corporation and its debtor-
affiliates.  The purpose of the meeting will be to discuss case
management issues.

The Debtor is directed to notify all parties in interest who it
anticipates will play a major role in the case including all
secured creditors, creditors committee members and the United
States Trustee.  All parties interested in the case are requested
to attend.

                      About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

In their petition, the Debtors listed $53 million in total assets
and $80 million in total liabilities.  The petitions were signed
by John T. Peterson, treasurer.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.


MORGAN INDUSTRIES: Wins OK to Hire Capstone as Fin'l Advisors
-------------------------------------------------------------
Morgan Industries Corporation and its debtor-affiliates won
permission to employ Capstone Advisory Group LLC as financial
advisors to the Debtors nunc pro tunc to the Petition Date.

The Debtors said they have selected Capstone as financial advisor
to conduct financial investigations that are necessary and
appropriate to the bankruptcy proceedings and provide assistance,
including, but not limited to, analyzing the Debtors' assets and
operations, analyzing potential asset sales, analyzing the
Debtors' pre-petition and proposed post-petition financing, and
providing such other assistance as may be deemed necessary in
Capstone's role as financial advisors.

The Debtors anticipate there are and will continue to be
substantial and complex financial aspects to the chapter 11 cases,
and believe the appointment of Capstone will help expedite any
bankruptcy sales and ensure an orderly plan process.

During the prepetition period, Capstone provided restructuring and
other consulting services to the Debtors.  Capstone received a
retainer of $10,000 of which none remains, and was paid $9,845
after a voluntary write-off of $323,368 for its work during the
prepetition period with respect to its prepetition representation
of the Debtors.

Capstone's billing rates for the restructuring advisory services
of the nature to be rendered to the Debtors are:

          Executive Director            $660 - $795
          Managing Director             $495 - $610
          Other Professional Staff      $360 - $450
          Support Staff                 $120 - $225

Duncan Pickett -- dpickett@capstoneag.com -- executive director at
Capstone, attests the firm does not represent any entity having
and adverse interest in connection with the case, as required by
11 U.S.C. Sec. 1103, and does not hold or represent any interest
adverse to the Debtors, their estates or creditors, and is a
disinterested person within the meaning of 11 U.S.C. Sec. 101(14).

                      About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

In their petition, the Debtors listed $53 million in total assets
and $80 million in total liabilities.  The petitions were signed
by John T. Peterson, treasurer.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.


MORGAN INDUSTRIES: Sec. 341(a) Creditors' Meeting Set for June 7
----------------------------------------------------------------
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 cases of Morgan
Industries Corporation and its debtor-affiliates on June 7, 2012,
at 10:00 a.m.  The meeting will be held at Clarkson S. Fisher
Courthouse, 402 East State Street, Room 129, in Trenton, New
Jersey.

The Debtors' representative must be present at the meeting to be
questioned under oath by the trustee and by creditors.  Creditors
are welcome to attend, but are not required to do so.  The meeting
may be continued and concluded at a later date specified in a
notice filed with the Court.

                      About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

In their petition, the Debtors listed $53 million in total assets
and $80 million in total liabilities.  The petitions were signed
by John T. Peterson, treasurer.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.


MORGAN INDUSTRIES: Schedules Filing Deadline Extended to June 6
---------------------------------------------------------------
Morgan Industries Corp. and its affiliates received a 23-day
extension, through June 6, 2013, of their deadline to file
schedules of assets and liabilities and statements of financial
affairs.  The extension is without prejudice to the Debtors' right
to seek a further extension.

The Debtors had asked for a 30-day filing extension.  The Debtors
said they have been and will continue to gather information
necessary for inclusion in the Schedules and Statements, but the
substantial size, scope, and complexity of the cases and the
volume of material that must be compiled and reviewed by the
Debtors to correctly complete the Schedules and Statements provide
ample cause for the requested extension.

                      About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

In their petition, the Debtors listed $53 million in total assets
and $80 million in total liabilities.  The petitions were signed
by John T. Peterson, treasurer.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.


MORGAN INDUSTRIES: Has Green Light to Hire Donlin as Claims Agent
-----------------------------------------------------------------
Morgan Industries Corporation and its affiliates received
Bankruptcy Court permission to employ Donlin, Recano & Company,
Inc., as claims, noticing, and balloting agent.

The Debtors anticipate there will be over one thousand entities
that the Debtors will be required to serve with the various
notices, pleadings, and other documents filed in these chapter 11
cases, and said the appointment of Donlin Recano will expedite the
distribution of notices and relieve the Bankruptcy Court Clerk's
Office of the administrative burden of processing the notices.

Colleen McCormick, Chief Operating Officer of Donlin Recano,
ascertained that the firm neither holds nor represents any
interest adverse to the Debtors' estates on matters for which it
is to be retained or employed and that it is a "disinterested
person" as referenced in Section 327(a) of the Bankruptcy Code and
as defined in Section 101(14) and modified by Section 1107(b) of
the Bankruptcy Code.

Prior to the filing of the Chapter 11 cases, the Debtors paid
Donlin Recano a retainer of $15,000.

                      About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

In their petition, the Debtors listed $53 million in total assets
and $80 million in total liabilities.  The petitions were signed
by John T. Peterson, treasurer.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.


MORGAN'S FOODS: Board Amends Articles of Incorporation
------------------------------------------------------
The Board of Directors of Morgan's Foods, Inc., approved an
amendment to the Company's Amended and Restated Articles of
Incorporation that became effective on May 17, 2012, upon filing
of a Certificate of Amendment with the Ohio Secretary of State.
The Amendment adds Section 5 to Article Fourth, which sets forth
the terms of the Series A Preferred Shares of the Company, as
required by the Amended and Restated Shareholder Rights Agreement
dated as of Oct. 2, 2007, between the Company and Computershare
Trust Company, N.A, previously disclosed in the Company's Form 8-A
filed on Oct. 11, 2007.  These terms of the Series A Preferred
Shares were previously included in the Company's articles of
incorporation in an amendment filed with the Ohio Secretary of
State on May 6, 1999, following adoption of the original
Shareholder Rights Plan on April 8, 1999, but were inadvertently
omitted in the Amended and Restated Articles of Incorporation
filed with the Ohio Secretary of State on Jan. 16, 2003.  The
Amendment fixes that omission.  A copy of the amendment is
available for free at http://is.gd/xaYCYC

                       About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates through wholly-owned subsidiaries KFC restaurants
under franchises from KFC Corporation, Taco Bell restaurants under
franchises from Taco Bell Corporation, Pizza Hut Express
restaurants under licenses from Pizza Hut Corporation and an A&W
restaurant under a license from A&W Restaurants, Inc.

As of May 20, 2011, the Company operates 56 KFC restaurants,
5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises
from KFC Corporation and franchises from Taco Bell Corporation,
3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco
Bell Corporation and licenses from Pizza Hut Corporation,
1 KFC/Pizza Hut Express "2n1" under a franchise from KFC
Corporation and a license from Pizza Hut Corporation and 1 KFC/A&W
"2n1" operated under a franchise from KFC Corporation and a
license from A&W Restaurants, Inc.

The Company reported a net loss of $988,000 for the fiscal year
ended Feb. 27, 2011, compared with net income of $396,000 for the
fiscal year ended Feb. 28, 2010.  The Company reported a net loss
of $567,000 for the 36 weeks ended Nov. 6, 2011.

The Company's balance sheet at Nov. 6, 2011, showed $41.41 million
in total assets, $41.34 million in total liabilities and $68,000
in total shareholders' equity.

Following the fiscal 2011 results, Grant Thornton LLP, in
Cleveland, Ohio, expressed substantial doubt about Morgan's Foods'
ability to continue as a going concern.  The independent auditors
noted that as of Feb. 27, 2011, the Company was in default and
cross default of certain provisions of its most significant credit
agreements and in default of the image enhancement requirements
under franchise agreements for certain of its restaurants.


MOUNTAN CITY MEAT: Chapter 11 Liquidating Plan Confirmed
--------------------------------------------------------
Judge Howard Tallman of the U.S. Bankruptcy Court for the District
of Colorado confirmed the Chapter 11 plan filed by Mountain City
Meat Co., Inc., dated Feb. 13, 2012.

Fifth Third Bank earlier filed an objection to the Plan, which
objection was resolved or overruled at the Confirmation Hearing.
The Official Unsecured Creditors' Committee also announced its
support for confirmation of the Plan.

As reported in the Troubled Company Reporter on Feb. 24, 2012,
the Bankruptcy Court approved the Disclosure Statement explaining
the Chapter 11 Liquidating Plan.  The Court found that the
Disclosure, as modified at the hearing, contains adequate
information within the meaning of Section 1125 of the Bankruptcy
Code.

The Disclosure Statement, as amended, stated that as of Jan. 31,
2012, the Debtor held $1,700,000 of unencumbered funds and is
confident that Unencumbered Funds will total, at a minimum,
$1,050,000, after payment of all amounts due on the Effective Date
of the Plan, including Tax Claims and Secured Claims, and after
accounting for expected unpaid Professional Fees.

Fifth Third Bank, the Debtor's pre-petition secured lender, has
demanded that the Debtor set aside $500,000 in cash in a separate
escrow account to pay for at least a portion of its attorneys fees
with respect to an investigation by the Creditors' Committee of
Fifth Third Bank's Secured Claim.  The Debtor has not consented to
the bank's demand.  The Debtor maintains that if Fifth Third Bank
successfully seeks that relief in the Bankruptcy Court, the
creation of the escrow fund will delay the Effective Date of the
Plan.

A full-text copy of the Amended Disclosure Statement is available
for free at http://bankrupt.com/misc/MOUNTAINCITY_FEB14DS.pdf

                      About Mountain City Meat

Denver, Colorado-based Mountain City Meat Co., Inc. --
http://www.mountaincitymeat.com/-- is one of the largest portion
control beef processors in the United States.  Through its
headquarters and manufacturing facility in Denver, and its second
manufacturing facility in Nashville, Tennessee, Mountain City
supplies high quality ground beef and portion control steak cuts
through several channels, including retail stores, chain
restaurants and broadline food service distributors.

On Aug. 9, 2011, Mountain City's board of directors appointed BGA
Management LLC d/b/a Alliance Management, through its agent, Alex
G. Smith as the company's Chief Restructuring Officer until the
need for a CRO no longer existed.  Immediately after appointing
Alliance as CRO, the Board resigned.

On Aug. 11, 2011, Mountain City's secured lender, Fifth Third Bank
commenced a receivership action against the company in Denver
District Court.  At 5:00 p.m. that same day, the Denver District
Court appointed Alliance as receiver for Mountain City's personal
property and related operations.

However, minutes before the receivership order, certain putative
unsecured creditors -- Orleans International, Inc., National Beef
Packing, Inc. and XL Four Star Beef, Inc. -- commenced an
involuntary Chapter 7 bankruptcy petition (Bankr. D. Colo. Case
No. 11-29209) against Mountain City.  The Involuntary Chapter 7
petition was filed as a result of, among other reasons, the Debtor
(a) ordering and not paying for in excess of $2,400,000 of meat
inventory from the Petitioning Creditors; and (b) issuing checks
to the Petitioning Creditors for a portion of the inventory, which
checks were refused for payment by Fifth Third Bank.  The Debtor
sought dismissal of the Involuntary Petition on the grounds that
it was filed in bad faith because the Petitioning Creditors were
motivated solely by their desire to preserve their claims under
Section 503(b)((9) of the Bankruptcy Code to have that portion of
their claims related to goods sold to the Debtor within 20 days
prior to the filing treated as an administrative expense.

In the Involuntary Case, the Secured Lender obtained two interim
orders annulling the automatic stay to allow the receiver to keep
control of the Debtor.

Mountain City filed a voluntary Chapter 11 petition (Bankr. D.
Colo. Case No. 11-32656) on Sept. 24, 2011.  Judge Howard R.
Tallman presides over the case.  Michael J. Pankow, Esq., Daniel
J. Garfield, Esq., Heather B. Schell, Esq., at Brownstein Hyatt
Farber Schreck, LLP, represent the Debtors as counsel.  The Debtor
estimated up to $50 million in assets and debts.

Attorneys for the Petitioning Creditors are John B. Wasserman,
Esq., at Sender & Wasserman, P.C., and Howard S. Sher, Esq., and
Michele L. Walton, Esq., at Jacob & Weingarten, P.C.

Fifth Third is represented in the case by James T. Markus, Esq.,
and John F. Young, Esq., at Markus Williams Young & Zimmermann
LLC.

An official committee of unsecured creditors appointed in the case
is represented by Harold G. Morris, Jr., Esq., and John C. Smiley,
Esq., at Lindquist & Vennum PLLP.


NEXT 1 INTERACTIVE: Effects a 1-for-500 Reverse Stock Split
-----------------------------------------------------------
Next 1 Interactive, Inc., filed a Certificate of Change with the
Secretary of State of Nevada, pursuant to which the Company (i)
reduced its authorized shares of common stock from 2,500,000,000
to 5,000,000, and (ii) will effect a 1-for-500 reverse split of
its common stock.  The Company has completed the process of
notifying FINRA of the reverse split and the reverse split was
announced by FINRA on May 21, 2012, with an effective date of
May 22, 2012.

                      About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is an interactive
media company that focuses on video and media advertising over
Internet, Mobile and Television platforms.  Historically, the
Company operated through two divisions, media and travel.  A third
(real estate) division is anticipated to be launching during the
fourth quarter of fiscal 2012.

For the nine months ended Nov. 30, 2011, the Company has reported
a net loss of $8.0 million on $1.1 million of revenues, compared
with a net loss of $10.2 million on $1.9 million of revenues for
the nine months ended Nov. 30, 2010.

The Company's balance sheet at Nov. 30, 2011, showed $3.0 million
in total assets, $13.0 million in current liabilities, and a
stockholders' deficit of $10.0 million.

Sherb & Co., LLP, in Boca Raton, Fla., expressed substantial doubt
about Next 1 Interactive's ability to continue as a going concern,
following the Company's results for the fiscal year ended Feb. 28,
2011.  The independent auditors noted that the Company had an
accumulated deficit of $53.2 million and a working capital deficit
of $13.4 million at Feb. 28, 2011, net losses for the year ended
Feb. 28, 2011, of $23.2 million and cash used in operations during
the year ended Feb. 28, 2011, of $9.6 million.


NORTHGATE PROPERTIES: Surrenders Property to Lender
---------------------------------------------------
Judge Bruce T. Beesley of the Bankruptcy Court for the District of
Nevada dismissed Northgate Properties, Inc.'s Chapter 11 case as
the result of an agreement between the Debtor and secured creditor
City National Bank for the surrender of the real property land
parcels located in the Ventana Point Subdivision in Northwest Reno
for which CNB holds a secured interest.

On Aug. 29, 2011, the Bankruptcy Court approved a stipulation
between the Debtor and CNB to lift the automatic stay with respect
to the Debtor's real property and for the Debtor to surrender the
real property to CNB.  The real property is the Debtor's only
asset.

                 About Northgate Properties, Inc.

Reno, Nevada-based Northgate Properties, Inc., owns three parcels
of undeveloped land located in Northwest Reno, Nevada, for which
the Debtor planned to develop a multi-unit senior citizen housing
project.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 11-50451) on Feb. 14, 2011.  In its schedules, the
Debtor disclosed $12,053,476 in assets and $5,811,393 in
liabilities as of the petition date.  Northgate Properties is
represented by Kevin A. Darby, Esq., of Darby Law Practice, Ltd.,
in Reno, Nevada.


OIL REFINERIES: Gets Waiver Letter for First Quarter
----------------------------------------------------
After the reporting period Oil Refineries Ltd. received a waiver
letter for the first quarter from the financial institutes which
stated, according to them, that the Company will not have to meet
certain conditions in the first quarter of 2012.

There are currently negotiations between the Company and the
financial institutes, to obtain relief and / or set new financial
ratios until the end of the construction of the Hydrocracker
project.  The Company believes that it will meet all conditions in
order to avoid an early repayment for a breach of conditions
during the period of at least 12 months period from March 31,
2012.

Oil Refineries Ltd. is Israel's largest integrated fining and
petrochemical group.


OPTIONS MEDIA: Incurs $2.5 Million Net Loss in First Quarter
------------------------------------------------------------
Options Media Group Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $2.47 million on $1,020 of net revenues
for the three months ended March 31, 2012, compared with a net
loss of $845,680 on $324,760 of net revenues for the same period
during the prior year.

The Company's balance sheet at March 31, 2012, showed $1.48
million in total assets, $8.16 million in total liabilities and a
$6.68 million total stockholders' deficit.

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

                       http://is.gd/M2QpPd

                        About Options Media

Boca Raton, Fla.-based Options Media Group Holdings, Inc., had
historically been an Internet marketing company providing e-mail
services to corporate customers.  Additionally, Options Media has
a lead generation business and disposed of its SMS text messaging
delivery business.  In 2010, Options Media transitioned by
changing its focus to smart phones and acquiring a robust anti-
texting program that prohibits people in vehicles from texting, e-
mailing, and reading such communications while moving.  As part of
its focus on mobile software applications, Options Media has also
broadened its suite of products by continuing to improve the
features of its Drive Safe(TM) anti-texting software.  In
conjunction with this change of focus, in February 2011, Options
Media sold its e-mail and SMS businesses.  Options Media retains
its lead generation business.

The Company reported a net loss of $12.67 million in 2011,
compared with a net loss of $9.86 million in 2010.

In its audit report for the 2011 results, Salberg & Company, P.A.,
in Boca Raton, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss available to common
stockholders of $12.75 million, and net cash used in continuing
operations of $3.60 million for the year ended Dec. 31, 2011, and
a working capital deficit, stockholders' deficit and accumulated
deficit of $4.11 million, $3.56 million and $35.5 million,
respectively at Dec. 31, 2011.  The Company has also discontinued
certain operations.


OVERLAND STORAGE: Columbus Capital Ceases to Own 5% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Columbus Capital Management, LLC, and Matthew
D. Ockner disclosed that, as of May 10, 2012, they beneficially
own 853,100 shares of common stock of Overland Storage, Inc.,
representing 3.1% of the shares outstanding.

Columbus Capital previously reported beneficial ownership of
1,241,100 common shares or a 5.2% equity stake as of Dec. 31,
2011.

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

                        http://is.gd/hQi8xP

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company reported a net loss of $14.50 million on $70.19
million of net revenue for the fiscal year ended June 30, 2011,
compared with a net loss of $12.96 million on $77.66 million of
net revenue during the prior fiscal year.

The Company's balance sheet at March 31, 2012, showed $41.32
million in total assets, $37.30 million in total liabilities and
$4.01 million in total shareholders' equity.

In its report accompanying the fiscal 2011 financial statements
Moss Adams LLP, in San Diego, California, noted that the Company's
recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


PATIENT SAFETY: Kinderhook Discloses 20.1% Equity Stake
-------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Kinderhook Partners, LP, and its affiliates disclosed
that, as of May 15, 2012, they beneficially own 7,359,435 shares
of common stock of Patient Safety Technologies, Inc., representing
20.1% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/DUvO5U

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

The Company's balance sheet at March 31, 2012, showed
$13.99 million in total assets, $5.09 million in total
liabilities, all current, and $8.90 million in total stockholders'
equity.


POSITRON CORP: Incurs $2.9 Million Net Loss in First Quarter
------------------------------------------------------------
Positron Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
and comprehensive loss of $2.96 million on $829,000 of sales for
the three months ended March 31, 2012, compared with a net loss
and comprehensive loss of $735,000 on $2.87 million of sales for
the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed
$3.64 million in total assets, $7.20 million in total liabilities
and a $3.56 million total stockholders' deficit.

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

                        http://is.gd/ElOmY7

                    About Positron Corporation

Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.

The Company reported a net loss of $6.12 million in 2011, compared
with a net loss of $10.92 million in 2010.

Sassetti LLC, in Oak Park, Illinois, noted that the Company has a
significant accumulated deficit which raises substantial doubt
about the Company's ability to continue as a going concern.

                        Bankruptcy Warning

The Company had cash and cash equivalents of $1,000 at Dec. 31,
2011.  The Company received $2.10 million in proceeds from
convertible notes and $845,000 in proceeds from the exercise of
warrants during 2011.  The Company believes that it may continue
to experience operating losses and accumulate deficits in the
foreseeable future.  If the Company is unable to obtain financing
to meet its cash needs the Company may have to severely limit or
cease its business activities or may seek protection from its
creditors under the bankruptcy laws.


RANCHO DIAMANTE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Rancho Diamante, LLC
        9415 N. Calle Diamante
        Skull Valley, AZ 86338

Bankruptcy Case No.: 12-11879

Chapter 11 Petition Date: May 29, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Redfield T. Baum PCT Sr.

Debtor's Counsel: Thomas H. Allen, Esq.
                  ALLEN, SALA & BAYNE, PLC
                  Viad Corporate Center
                  1850 N. Central Ave., #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  Fax: (602) 252-4712
                  E-mail: tallen@asbazlaw.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Cristy Varela, manager.


REAL ESTATE ASSOCIATES: No Remaining Investment in Bellair
----------------------------------------------------------
Real Estate Associates Limited VII holds a 99.9% general partner
interest in Real Estate Associates IV which, in turn, holds a
98.99% limited partnership interest in Bellair Manor Ltd.

On May 17, 2012, Bellair Manor sold its investment property to The
Orlean Company 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 did not
receive any proceeds from the sale.  Real Estate had no investment
balance remaining in Bellair Manor 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.

After auditing the 2011 financial statements, 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 $16,164,000 are in default
due to non-payment.


ROBERTS HOTELS: Spartanburg Files Schedules of Assets and Debts
---------------------------------------------------------------
Roberts Hotels Spartanburg, LLC filed with the Bankruptcy Court
for the Eastern District of Missouri its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,000,000
  B. Personal Property               $28,820
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $34,497,653
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $111,896
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $165,658
                                 -----------      -----------
        TOTAL                     $3,028,820      $34,775,209

A full text copy of the company's Schedules is available free at:

           http://bankrupt.com/misc/ROBERTS_HOTELS_sal.pdf

                       About Roberts Hotels

Hotel portfolios owned by St. Louis, Mo.-based Roberts Cos. have
filed separate Chapter 11 bankruptcy petitions.  The hotels are
among those involved in a lawsuit Bank of America filed against
Roberts Cos. in April 2012.  BofA alleges Roberts Cos. defaulted
on a loan to renovate six hotels it owns outside of Missouri and
owes more than $34 million.  The hotels are located in Tampa,
Atlanta, Dallas, Houston, Shreveport, La., and Spartanburg, S.C.

Roberts Hotels Dallas LLC, which operates as a Courtyard by
Marriott at 2383 Stemmons Trail in Dallas, filed for Chapter 11
bankruptcy (Bankr. E.D. Mo. Case No. 12-45017) on May 23, 2012,
listing $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Atlanta LLC, dba Clarion Hotel Atlanta, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-44493) on May 9, 2012,
listing $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Shreveport LLC, also under the Clarion flag, sought
Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 12-
44495) on May 9, listing between $1 million and $10 million in
assets and between $10 million and $50 million in debts.

Roberts Hotels Spartanburg LLC, which owns the Clarion Hotel,
formerly named Radisson Hotel & Suites Spartanburg, filed a
Chapter 11 petition (Bankr. E.D. Mo. Case No. 12-43756) on April
19, 2012, disclosing assets of up to $50 million and debts of up
to $10 million.

Roberts Hotels Houston LLC, dba Holiday Inn Houston, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-43590) on April 16, 2012,
listing under $50,000 in assets and up to $50 million in debts.

Roberts Hotels Tampa LLC, which owns the Comfort Inn hotel at 820
East Busch Blvd. in Tampa, filed for Chapter 11 Bankr. E.D. Mo.
Case No. 12-44391) on May 7, estimating assets between $1 million
and $10 million and debts between $10 million and $50 million.

Judge Charles E. Rendlen III presides over the six hotels' cases.
A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, serves as the
Debtors' counsel.  The petitions were signed by Mike Kirtley,
chief operating officer.

On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts
Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss.
Case No. 11-04341), estimating both assets and debts of between
$1 million and $10 million.  John D. Moore, P.A., represents the
Debtor.


SANOHO DEVELOPMENT: Employs Friedman Law Group as Counsel
---------------------------------------------------------
Sanoho Development LLC asks permission from the U.S. Bankruptcy
Court to employ Friedman Law Group, P.C. as counsel.

The Debtor has provided the firm with $62,500 prepetition.  The
firm will issue monthly invoices for its fees and costs which
Debtor will pay, in trust, pursuant to Court Order following the
depletion of the retainer.

The firm's rates for attorneys ranges from $375 to $510 per hour.

The Debtor attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

Meanwhile, the U.S. Trustee held a Sec. 341(a) Meeting of
Creditors on May 24, 2012.

Sanoho Development, LLC, filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 12-13701) in San Fernando Valley, California, on
April 20, 2012.  The Debtor, a developer of condominium buildings,
disclosed assets of $14.8 million and debts of $16.4 million as of
bankruptcy filing date.  The Debtor has $10.0 million of secured
debt.  The Debtor owns (i) 14 units of a 28-unit condominium
building located at 4232 N. Satsuma Ave., North Hollywood,
California, which property is worth $5.4 million, and (ii) a
condominium building located at 11312 Huston Street, North
Hollywood, California, consisting of 14 units, which property is
worth $5.4 million.  In its schedules, the Debtor says that it has
a claim, worth $4 million, on account of a lender liability
against IMH Secured Loan Fund, LLC, and its successors.  The
Debtor is represented by Jerome Bennett Friedman, Esq., at
Friedman Law Group, P.C., in Los Angeles.


SBMC HEALTHCARE: Sec. 341 Creditors' Meeting Moved to June 14
-------------------------------------------------------------
Diane Livingstone, Assistant U.S. Trustee for Region 7, will hold
a Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter
11 case of SBMC Healthcare, LLC, on June 14, 2012, at 1:00 p.m. at
515 Rusk Suite 3401, in Houston.

Proofs of claim are due by Sept. 12, 2012.

                       About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  In its schedules, the Debtor disclosed $40,149,593 in
total assets and $8,684,550 in total liabilities.  Marilee A.
Madan, P.C., is the Debtor's general bankruptcy counsel.  Millard
A. Johnson, Esq., at Johnson Deluca Kennedy & Kurisky, P.C.,
serves as the Debtor's special bankruptcy counsel.  Judge Jeff
Bohm presides over the case.

According to Chron.com, the Spring Branch Medical Center closed in
2010 after more than 50 years in operation.  The property was
later purchased by McVey & Co. and was scheduled to reopen as an
acute care facility in spring of 2011.


SBMC HEALTHCARE: Files Schedules of Assets and Liabilities
----------------------------------------------------------
SBMC Healthcare, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Texas its schedules of assets and
liabilities, disclosing:

    Name of Schedule              Assets          Liabilities
    ----------------            -----------       -----------
A. Real Property               $16,000,000
B. Personal Property           $24,149,593
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                 $3,213,497
E. Creditors Holding
    Unsecured Priority
    Claims                                         $1,924,448
F. Creditors Holding
    Unsecured Non-priority
    Claims                                         $3,546,605
                                -----------      ------------
       TOTAL                    $40,149,593        $8,684,550

A full text copy of the company's Schedules is available free at

       http://bankrupt.com/misc/SBMC_HEALTHCARE_sal.pdf

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  Marilee A. Madan, P.C., is the Debtor's general
bankruptcy counsel.  Millard A. Johnson, Esq., at Johnson Deluca
Kennedy & Kurisky, P.C., serves as the Debtor's special bankruptcy
counsel.  Judge Jeff Bohm presides over the case.

According to Chron.com, the Spring Branch Medical Center closed in
2010 after more than 50 years in operation.  The property was
later purchased by McVey & Co. and was scheduled to reopen as an
acute care facility in spring of 2011.


SBMC HEALTHCARE: Wants Johnson Deluca as Special Bankr. Counsel
---------------------------------------------------------------
SBMC Healthcare, LLC, asks for permission from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Johnson Deluca
Kurisky & Gould, P.C., as special bankruptcy counsel.

The firm will, among other things, render these professional
services:

   a. undertaking to aid Debtor in obtaining information and
      putting together schedules, statement of affairs and other
      required pleadings, to comply with the Debtor's duties as
      debtor in possession; aiding in finalizing and filing same;

   b. assisting the Debtor and lead bankruptcy counsel in
      negotiating use and sale of property; undertaking pleading
      preparation for review of bankruptcy counsel; attending
      hearing thereon as necessary;

   c. assisting the Debtor in obtaining use of cash collateral and
      postpetition financing; assisting with the preparation of
      any pleadings therefore and assisting with any hearing; and

   d. aiding lead bankruptcy counsel in development of a plan of
      reorganization and negotiations related thereto.

The firm will be paid in these hourly rates:

              Millard A. Johnson, Partner            $400
              Sara M. Keith, Associate               $250
              Branch M. Sheppard, Associate          $250
              Christopher Johnson, Associate         $250

Millard A. Johnson of the firm will be designated as attorney-in-
charge for the firm and will be responsible for the representation
of the Debtor by the firm.  It is intended for Mr. Johnson to work
with, but not in duplication of services with, Marilee A. Madan as
the counsel having bankruptcy background with respect to
representation of Chapter 11 debtors.  The firm and Marilee A.
Madan, P.C., have agreed not to duplicate efforts, but to work
economically to preserve the Debtor's estate.

To the best of the Debtor's knowledge, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  In its schedules, the Debtor disclosed $40,149,593 in
total assets and $8,684,550 in total liabilities.  Judge Jeff Bohm
presides over the case.

According to Chron.com, the Spring Branch Medical Center closed in
2010 after more than 50 years in operation.  The property was
later purchased by McVey & Co. and was scheduled to reopen as an
acute care facility in spring of 2011.


SBMC HEALTHCARE: Taps Marilee A. Madan as General Bankr. Counsel
----------------------------------------------------------------
SBMC Healthcare, LLC, seeks permission from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Marilee A.
Madan, P.C., as general bankruptcy counsel to represent the Debtor
along with the law firm of Johnson DeLuca Kuriskey and Gould,
P.C., as special counsel.

Marilee A. Madan will be designated as attorney-in-charge and will
be responsible for the representation of the Debtor by the law
firm.  Ms. Madan has extensive experience in handling bankruptcy
matters of this type, but as a sole practitioner will rely on
working with Johnson DeLuca for litigation skills.  In particular,
Ms. Madan would be working with two of the associates with special
counsel's law firm.

The firm will, among other things, provide legal assistance and
advice to client in its Chapter 11 case for these hourly rates:

           Marilee A. Madan, Partner           $400
           Paralegal                            $65

To the best of the Debtor's knowledge, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  In its schedules, the Debtor disclosed $40,149,593 in
total assets and $8,684,550 in total liabilities.  Judge Jeff Bohm
presides over the case.

According to Chron.com, the Spring Branch Medical Center closed in
2010 after more than 50 years in operation.  The property was
later purchased by McVey & Co. and was scheduled to reopen as an
acute care facility in spring of 2011.


SBMC HEALTHCARE: Has OK to Use Cash Collateral Until June 29
------------------------------------------------------------
SBMC Healthcare, LLC, sought and obtained authorization from the
Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas to use until June 29, 2012, the cash that is
currently held by Harborcove Financial, LLC, cash that it receives
through a lease of its hospital space with Behavioral Medicine of
Houston, P.A., and any cash that it receives through the sale of
any personalty.

In November 2011, Harborcove provided funding for operations at
the Debtor's Spring Branch Medical Center.  As part of the loan
agreements and subsequent modifications, SBMC pledged its accounts
and equipment as collateral as well as several tracts of real
property comprising the premises of the Spring Branch.  In March
2012, SBMC was informed by representatives of Harborcove that it
intended to commence liquidation of SBMC's equipment unless SBMC
paid the sum of $1.235 million.  In one month, Harborcove
substantially increased the amount of its alleged indebtedness to
$1.965 million, which includes charges and expenses which are
excessive and arguably usurious.  Harborcove maintains a lien on
all of the real property owned by SBMC.  This property has been
appraised to have a liquidation value of approximately $18
million, leaving Harborcove over secured on the amount it claims
it is owed.

The Debtor has an immediate need to obtain use of the cash
collateral in order to permit, among other things, the
preservation of the Debtor's business and assets and the orderly
administration of its estate.  Without the funds, the Debtor will
be unable to pay necessary expenses.  The necessity for the Debtor
to realize liquidity through the use of cash collateral is vital
to the Debtor and the Debtor's efforts to maximize the value of
the Debtor's assets and to the confirmation of a plan of
reorganization.

The Debtor will set aside $310,000 for possible repayment to
Centurion Service Group, LLC, for any court-approved
administrative expense due to equipment that was unable to be
delivered under the terms of the sale of the Debtor's medical
equipment to Centurion that was approved by the Court or any
related expenses or costs.

A copy of the budget is available for free at:

       http://bankrupt.com/misc/SBMC_HEALTHCARE_budget.pdf

The Debtor will pay Harborcove Financial LLC $150,000 during the
first week of June 2012.  Harborcove is granted a replacement
security interest and lien in the Debtor's postpetition assets
that are subject to its existing prepetition liens and security
interests with the same scope, validity, and priority as held by
Harborcove as of the Petition Date.

The Court will hold on June 29, 2012, at 2:00 p.m. (Central Time)
a final hearing on the Debtor's request to use cash collateral.

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  In its schedules, the Debtor disclosed $40,149,593 in
total assets and $8,684,550 in total liabilities.  Marilee A.
Madan, P.C., is the Debtor's general bankruptcy counsel.  Millard
A. Johnson, Esq., at Johnson Deluca Kennedy & Kurisky, P.C.,
serves as the Debtor's special bankruptcy counsel.  Judge Jeff
Bohm presides over the case.

According to Chron.com, the Spring Branch Medical Center closed in
2010 after more than 50 years in operation.  The property was
later purchased by McVey & Co. and was scheduled to reopen as an
acute care facility in spring of 2011.


SEANERGY MARITIME: Gets Waiver, Wins Loan Extension
---------------------------------------------------
Marfin Egnatia Bank SA extended the revolving and term facilities'
maturity date from 2015 to 2018, deferred principal debt payments
originally falling due in 2012 and amended the facilities'
installment profiles.  Furthermore, Seanergy Maritime Holdings
Corp. received an extension of the waiver on the Company's
security margin covenant for the period from January 3, 2012
through January 1, 2014, and the Company received a waiver of all
other financial covenants until January 1, 2014. The applicable
margin on both facilities was increased by 50 basis points per
annum.  Additionally, Marfin waived all previous covenant
breaches.

Seanergy Maritime Holdings Corp. is a Marshall Islands corporation
with its executive offices in Athens, Greece.  The Company is
engaged in the transportation of dry bulk cargoes through the
ownership and operation of dry bulk carriers.


SEMGROUP CORP: S&P Ups Corp. Credit Rating to 'B+'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S. midstream energy company SemGroup Corp. to 'B+'
from 'B'. The rating outlook is stable. "At the same time, we
raised our rating on the company's senior secured revolving credit
facility to 'BB-' from 'B'. We revised the recovery rating on this
debt to '2' from '3', based on recent changes to the capital
structure leading to a higher secured recovery value. The '2'
recovery rating indicates that secured lenders can expect
substantial (70% to 90%) recovery if a payment default occurs. As
of March 31, 2012, SemGroup had total balance sheet debt of about
$124 million," S&P said.

"The upgrade reflects SemGroup's lower financial leverage coupled
with a modest improvement in its business risk profile," said
Standard & Poor's credit analyst Nora Pickens. "The company paid
off its $75 million term loan A and $200 million term loan B with
proceeds from the divestiture of its SemStream assets (wholesale
propane distribution) and the IPO of master limited partnership
(MLP) Rose Rock Midstream L.P. (Rose Rock)."

"SemGroup's 'weak' business risk profile under our criteria
reflects the company's small scale and modest commodity price
exposure. In our view, the company's formation of Rose Rock
partially offsets the benefits it achieved from deleveraging
because the MLP is incentivized to pay out most of its cash flow
after maintenance capital spending to unitholders each quarter.
SemGroup owns 100% of the general partnership and 57% of the
limited partnership interest in Rose Rock. Further, we view the
November 2011 sale of the SemStream assets to NGL Energy Partners
as credit enhancing due to the commodity price sensitivity
inherent in the wholesale propane distribution business that makes
it difficult to forecast future cash flows," S&P said.

"The stable rating outlook reflects our view that SemGroup will
maintain adequate liquidity, with a ratio of debt to EBITDA below
4.0x, and will fund growth projects in a balanced manner. We could
consider an upgrade over time if the company grows its size and
diversity while maintaining current leverage metrics. We could
lower the rating if one or more of the company's business segments
underperforms, or if the company primarily uses debt to finance an
acquisition or growth-related capital spending, such that debt to
EBITDA exceeds 4.5x," S&P said.


SKINNY NUTRITIONAL: Incurs $1.5 Million Net Loss in 1st Quarter
---------------------------------------------------------------
Skinny Nutritional Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.57 million on $1.32 million of net revenue for
the three months ended March 31, 2012, compared with a net loss of
$869,055 on $1.61 million of net revenues for the same period
during the prior year.

The Company's balance sheet at March 31, 2012, showed
$2.15 million in total assets, $4.62 million in total liabilities,
all current, and a $2.47 million stockholders' deficit.

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

                        http://is.gd/CuX7Vk

                      About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $7.66 million in 2011, compared
with a net loss of $6.91 million in 2010.

In its audit report for the 2011 financial statements, Marcum LLP,
in Bala Cynwyd, Pennsylvania, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company had a working capital
deficiency of $3.17 million, an accumulated deficit of
$45,492,945, stockholders' deficit of $1.74 million and no cash on
hand.  The Company had net losses of $7.67 million and $6.91
million for the years ended Dec. 31, 2011, and 2010, respectively.
Additionally, the Company is currently in arrears under its
obligation for the purchase of trademarks.  Under the agreement,
the seller of the trademarks may choose to exercise their legal
rights against the Company's assets, which includes the
trademarks.


SMART-TEK SOLUTIONS: Incurs $1.6MM Comprehensive Loss in Q1
-----------------------------------------------------------
Smart-Tek Solutions Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a comprehensive loss of $1.68 million on $6.48 million of revenue
for the three months ended March 31, 2012, compared with a
comprehensive income of $363,354 on $4.22 million of revenue for
the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed
$8.43 million in total assets, $17.02 million in total liabilities
and a $8.58 million total stockholders' deficit.

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

                        http://is.gd/XmJ1w5

                     About Smart-tek Solutions

Newport Beach, Calif.-based Smart-tek Solutions Inc. has two
business lines.  Through its wholly owned subsidiary Smart-Tek
Communications Inc. the Company specializes in the design and
development of Radio Frequency Identification (RFID) integration,
monitoring and tracking solutions to meet industry demands.
Through its wholly owned subsidiary Smart-Tek Automated Services
Inc. the Company provides professional employer organization
services.

The Company reported a comprehensive loss of $8.12 million on
$21.74 million of revenue for the year ended Dec. 31, 2011,
compared with a comprehensive income of $855,188 on $17.22 million
of revenue during the prior year.

After auditing the financial statements for 2011, PMB Helin
Donovan, LLP, in Dallas, Texas, expressed ubstantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has sustained
recurring losses from operations and has an accumulated deficit of
approximately $13 million at Dec. 31, 2011.


SOUTH EASTERN MATERIALS: Ch. 7 Trustee Can Amend Avoidance Suits
----------------------------------------------------------------
Bankruptcy Judge Thomas W. Waldrep, Jr., permitted W. Joseph
Burns, the Chapter 7 trustee for Southeastern Materials, Inc., to
file amendments to his complaint against Dennis-Lambert
Investments Limited Partnership and Maria Dennis.

The Chapter 7 Trustee sued DLI on May 19, 2011, alleging
fraudulent conveyances under Sections 544(b) and 548 and N.C. Gen.
Stat. Sec. 39.23.4, and unjust enrichment.  On the same day, the
Chapter 7 Trustee sued Maria Dennis seeking recovery under Section
548, alleging that from Dec. 30, 2005 through Dec. 29, 2009, the
Debtor transferred $183,715 to Ms. Dennis without consideration to
the Debtor.  On April 19, 2012, the Trustee sought to amend the
complaints in both cases to add a claim against DLI and Ms. Dennis
for preferential transfers under Section 547.  The Defendants
objected, claiming undue delay, prejudice, and a lack of factual
nexus between the amendment and the original pleadings.

Ms. Dennis was an employee of the Debtor.  The Debtor had
significant dealings with DLI, which was formed on Oct. 18, 2000
by Tony Dennis, Betty Lambert, Kay Dennis, and Charlie Lambert for
the purpose of acquiring and holding real estate investments. From
DLI's formation until the Debtor's Petition Date, the Debtor
served as the general partner of DLI and owned a 2% interest. Mr.
Dennis, Ms. Lambert, and unspecified members of their respective
families own the remaining 98% as limited partners.

The cases are, W. JOSEPH BURNS, TRUSTEE, Plaintiff, v. DENNIS-
LAMBERT INVESTMENTS LIMITED PARTNERSHIP, MARIA DENNIS, Defendants,
Adv. Proc. No. 11-6035., 11-6037 (Bankr. M.D.N.C.).

A copy of the Court's May 24, 2012 Memorandum Opinion is available
at http://is.gd/oS4l70from Leagle.com.

Southeastern Materials, Inc., manufactured wooden roof trusses,
shingles, and other roofing materials.  It sought Chapter 11
protection (Bankr. M.D.N.C. Case No. 09-52606) on Dec. 30, 2009.
A copy of the Debtor's Chapter 11 petition is available at
http://bankrupt.com/misc/ncmb09-52606.pdfat no charge.  On June
2, 2010, the Court appointed W. Joseph Burns as Chapter 11
trustee.  On July 30, 2010, the case was converted to Chapter 7,
and W. Joseph Burns was appointed as the Chapter 7 trustee.


STRATUS MEDIA: Incurs $15.8 Million Net Loss in 2011
----------------------------------------------------
Stratus Media Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-Q disclosing
a net loss of $15.83 million on $570,476 of net revenues for the
year ended Dec. 31, 2011, compared with a net loss of $8.41
million on $40,189 of net revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $3.67 million
in total assets, $3.78 million in total liabilities and a $112,665
total deficit.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2011, citing recurring
losses and negative cash flow from operations which raised raised
substantial doubt as to the ability of the Company to continue as
a going concern.

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

                        http://is.gd/FnouHY

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.


STRATUS MEDIA: Incurs $2.5 Million Net Loss in First Quarter
------------------------------------------------------------
Stratus Media Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.47 million on $159,542 of net revenues for the
three months ended March 31, 2012, compared with a net loss of
$1.71 million on $0 of net revenues for the same period during the
prior year.

The Company's balance sheet at March 31, 2012, showed
$3.57 million in total assets, $5.76 million in total liabilities,
all current, and a $2.19 million total deficit.

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

                        http://is.gd/aMa3VR

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2011, citing recurring
losses and negative cash flow from operations which raised raised
substantial doubt as to the ability of the Company to continue as
a going concern.


SUNRISE REAL ESTATE: Incurs $1.05MM Net Loss in First Quarter
-------------------------------------------------------------
Sunrise Real Estate Group, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of US$1.05 million on US$1.71 million of net
revenues for the three months ended March 31, 2012, compared with
a net loss of US$492,303 on US$2.60  million of net revenues for
the same period during the prior year.

The Company reported a net loss of US$1.22 million in 2011,
compared with a net loss of US$25,487 in 2010.

The Company's balance sheet at March 31, 2012, showed
US$33.19 million in total assets, US$25.87 million in total
liabilities and US$7.32 million in total shareholders' deficit.

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

                         http://is.gd/5saKvr

                     About Sunrise Real Estate

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc. filed Articles of Amendment with the Texas
Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

In its report accompanying the 2011 financial statements, Kenne
Ruan, CPA, P.C., in Woodbridge. CT, USA, noted that the Company
has significant accumulated losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.


SUNVALLEY SOLAR: Incurs $259,000 Net Loss in First Quarter
----------------------------------------------------------
Sunvalley Solar, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $258,586 on $178,096 of revenue for the three months ended
March 31, 2012, compared with a net loss of $202,504 on $797,810
of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed
$6.01 million in total assets, $5.91 million in total liabilities
and $104,904 in total stockholders' equity.

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

                        http://is.gd/JTi5Xr

                       About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

Sunvalley Solar reported a net loss of $398,866 in 2011, compared
with a net loss of $375,839 in 2010.

In its audit report for the 2011 results, Sadler, Gibb &
Associates, LLC, in Salt Lake City, UT, noted that the Company had
losses from operations of $104,000 and accumulated deficit of
$1.36 million, which raises substantial doubt about its ability to
continue as a going concern.


TECHNEST HOLDINGS: Incurs $557,000 Net Loss in March 31 Quarter
---------------------------------------------------------------
Accelpath, Inc., formerly known as Technest Holdings, Inc., filed
with the U.S. Securities and Exchange Commission its quarterly
report on form 10-Q disclosing a net loss of $557,052 on $154,837
of revenue for the three months ended March 31, 2012, compared
with a net loss of $537,963 on $162,980 of revenue for the same
period during the prior year.

The Company reported a net loss of $1.41 million on $470,037 of
revenue for the nine months ended March 31, 2012, compared with a
net loss of $1.05 million on $234,407 of revenue for the same
period a year ago.

The Company's balance sheet at March 31, 2012, showed $5.29
million in total assets, $6.55 million in total liabilities and a
$1.25 million total stockholders' deficit.

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

                         http://is.gd/wRdfM5

                      About Technest Holdings

Bethesda, Md.-based Technest Holdings, Inc., has two primary
businesses: AccelPath, which is in the business of enabling
pathology diagnostics and Technest, which is in the business of
the design, research and development, integration, sales and
support of three-dimensional imaging devices and systems.

Following the fiscal 2011 results, Wolf & Company, P.C., in
Boston, Massachusetts, expressed substantial doubt about Technest
Holdings' ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has negative cash flows from operations, a
stockholders' deficit and a working capital deficit.

The Company reported a net loss of $2.9 million on $450,000 of
revenues for the fiscal year ended June 30, 2011, compared with a
net loss of $325,000 on $0 revenue for the fiscal year ended
June 30, 2010.


TELKONET INC: Incurs $729,000 Net Loss in First Quarter
-------------------------------------------------------
Telkonet, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $728,824 on $1.92 million of total net revenues for the three
months ended March 31, 2012, compared with net income of $926,292
on $2.48 million of total net revenues for the same period during
the prior year.

The Company reported a net loss of $1.90 million in 2011,
compared with a net loss of $2.17 million in 2010.

The Company's balance sheet at March 31, 2012, showed $12.68
million in total assets, $4.76 million in total liabilities, $2.55
million in total redeemable preferred stock, and $5.36 million in
total stockholders' equity.

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

                        http://is.gd/FCvjSJ

                          About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

Following the 2011 results, Baker Tilly Virchow Krause, LLP, in
Milwaukee, Wisconsin, noted that the Company continues to incur
significant operating losses, has an accumulated deficit of
$118.34 million and has a working capital deficiency of $775,000
that raise substantial doubt about the Company's ability to
continue as a going concern.


TELLICO LANDING: Wants Access to $4.1 Million Athena DIP Financing
------------------------------------------------------------------
Tellico Landing, LLC, asks the Bankruptcy Court for authorization
to obtain credit secured by a senior lien on property of the
estate.

Lynn Tarpy, Esq., at Hagood Tarpy & Cox PLLC, states that the
Debtor owns real property located at Rarity Pointe Resort
consisting of 184 residential lots, vacant tracts, one house,
the Rarity Pointe Golf Course, and a Discovery Center, in Lenoir
City, Tenn., with a fair market present day value of no less than
$15 million.  Tellico Landing owes $8 million to Wind River
Investments, LLC, for lots and tracts, secured by a first priority
Deed of Trust on the real property.

Mr. Tarpy tells the Court that the Debtor needs additional funding
in the amount of $4.1 million in order to reorganize.  The primary
use for the funds would include additional marketing efforts to
aggressively market lots in Rarity Pointe for sale and to commence
the  construction of the amenities for the project.  It is
estimated that the sale of lots in Rarity Pointe will bring in
gross revenue of approximately $22 million.

The Debtor has obtained a conditional commitment from Athena of
S.C., LLC, to provide secured financing.  Among other conditions,
the financing is conditioned upon the Court approving a senior
lien on the Rarity Pointe Real Property that is subject to the
lien of Wind River Investments.

Mr. Tarpy submits that the Debtor has made efforts to obtain
credit on other terms that would not require a senior lien on
property of the estate but has been unable to obtain such credit
otherwise.  It had previously reached an agreement that was
approved by this Court for DIP financing.  That lender has
withdrawn its commitment due to the passage of time and the
complexities that have arisen in the case.

Mr. Tarpy contends that the interest of Wind River Investments in
the Rarity Pointe Real Property is adequately protected by the $15
million present day value of the real property.  In addition, the
Debtor is reserving the amount of $350,000 for interest payments
to be made to Wind River Investments beginning in July 2012.  As
lots are released for sale, the Debtor will pay sums certain to
the DIP lender in order to obtain lot releases which sums will
result in reducing the principal balance owed to the DIP lender.
Upon the DIP lender being repaid, the release will be paid to Wind
River Investments.

                      About Tellico Landing

Tellico Landing, LLC, based in Maryville, Tennessee, is engaged in
the development and sale of an upscale residential community along
and near Tellico Lake known as "Rarity Pointe".  The Company filed
for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on
June 27, 2011.  The case has been assigned to Judge Marcia
Phillips Parsons.  Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox
PLLC, represents the Debtor.  The Debtor scheduled $40,444,352 in
assets and $8,532,455 in liabilities.  The petition was signed by
Michael L. Ross, its chief manager.


THERMOENERGY CORP: Incurs $1.5 Million Net Loss in Q1
-----------------------------------------------------
ThermoEnergy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.54 million on $1.68 million of revenue for the
three months ended March 31, 2012, compared with a net loss of
$7.33 million on $948,000 of revenue for the same period during
the prior year.

The Company reported a net loss of $17.38 million in 2011,
compared with a net loss of $14.85 million during the prior year.

The Company's balance sheet at March 31, 2012, showed
$5.26 million in total assets, $10.66 million in total
liabilities, and a $5.39 million total stockholders' deficiency.

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

                        http://is.gd/GZDMtK

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

After auditing the 2011 results, Grant Thornton LLP, in Boston,
Massachusetts, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company incurred a net loss for the year ended Dec.
31, 2011, and, as of that date, the Company's current liabilities
exceeded its current assets by $3,387,000 and its total
liabilities exceeded its total assets by $4,603,000.


THERMOENERGY CORP: Joseph Bartlett Named to Board of Directors
--------------------------------------------------------------
Joseph P. Bartlett was elected as a director to fill the vacancy
on ThermoEnergy Corporation's Board of Directors created by the
death of David Anthony to complete a term expiring on the date of
the Company's 2012 annual meeting of stockholders.  Mr. Bartlett
will serve as a member of the Audit Committee of our Board of
Directors.  In connection with his election to our Board of
Directors, Mr. Bartlett was also elected as a director of our
subsidiary, CASTion Corporation.

Mr. Bartlett was designated for election to the Company's Board of
Directors by The Quercus Trust under to a Voting Agreement, dated
as of Nov. 19, 2009, among The Quercus Trust; Focus Fund L.P.;
Empire Capital Partners, LP, and certain of its affiliates; and
Robert S. Trump pursuant to which the Investors agreed to vote all
of their shares of the Company's Series B Convertible Preferred
Stock for the election as directors of three persons designated by
The Quercus Trust and of one person designated by Mr. Trump.

Pursuant to the Company's 2008 Incentive Stock Plan, Mr. Bartlett,
as a non-employee director, was automatically granted an option to
purchase 30,000 shares of the Company's Common Stock at an
exercise price of $0.15 per share (the closing price of our Common
Stock in the over-the-counter market on May 14, 2012, the date
immediately preceding his election).  This option vests and
becomes exercisable on the date of the Company's 2012 Annual
Meeting of Stockholders and has a term of ten years.

Mr. Bartlett is counsel to The Quercus Trust and has practiced
corporate and securities law since 1985.  From September 2004
until August 2008 he was a partner at Greenberg Glusker LLP in Los
Angeles, California, and from September 2000 until September 2004
he was a partner at Spolin Silverman Cohen and Bartlett LLP. Mr.
Bartlett graduated, magna cum laude, from the University of
California, Hastings College of Law in 1985, and received an AB in
English literature from the University of California at Berkeley
in 1980.  Mr. Bartlett is 54 years old.  He brings to our Board of
Directors expertise in corporate finance, corporate governance and
the oversight of smaller reporting companies. Mr. Bartlett
previously served as a member of our Board of Directors, from
Oct. 15, 2009, until Dec. 28, 2009.

                  About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

After auditing the 2011 results, Grant Thornton LLP, in Boston,
Massachusetts, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company incurred a net loss for the year ended Dec.
31, 2011, and, as of that date, the Company's current liabilities
exceeded its current assets by $3,387,000 and its total
liabilities exceeded its total assets by $4,603,000.

The Company reported a net loss of $17.38 million in 2011,
compared with a net loss of $14.85 million during the prior year.

The Company's balance sheet at March 31, 2012, showed
$5.26 million in total assets, $10.66 million in total
liabilities, and a $5.39 million total stockholders' deficiency.


UNILAVA CORP: Incurs $476,000 Net Loss in First Quarter
-------------------------------------------------------
Unilava Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $476,191 on $820,887 of revenue for the three months ended
March 31, 2012, compared with a net loss of $425,754 on $938,057
of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $2.84
million in total assets, $7.35 million in total liabilities and a
$4.41 million total stockholders' deficit.

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

                        http://is.gd/ZShD1X

                      About Unilava Corporation

Unilava Corporation (OTC BB: UNLA)-- http://www.unilava.com/-- is
a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava Corporation and
its subsidiary brands provide a variety of communications
services, products, and equipment that address the needs of
corporations, small businesses and consumers.  The Company is
licensed to provide long distance services in 41 states throughout
the U.S. and local phone services across 11 states.  Through its
carrier-grade microwave wireless broadband infrastructure and
broadband Internet access partners, the Company also offers mobile
and high-definition IP-hosted voice services to residential
customers and corporate clients. Additionally, Unilava Corp.
delivers a comprehensive and integrated suite of fee-based online
and mobile advertising and web services to a broad array of
business enterprises.  Headquartered in San Francisco, the Company
has regional offices in Chicago, Seoul, Hong Kong, and Beijing.

The Company reported a net loss of $2.98 million in 2011, compared
with a net loss of $1 million in 2010.

In its audit report accompanying the financial statements for
fiscal 2011, De Joya Griffith & Company, LLC, in Henderson,
Nevada, noted that the Company has suffered losses from
operations, which raises substantial doubt about its ability to
continue as a going concern.


UNIVAR INC: Moody's Withdraws 'B2' Rating on $750MM Senior Notes
----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings for Univar
Inc.'s planned $750 million Senior Unsecured Notes and Incremental
Term Loan B. The company has postponed the issuance until further
notice. All other ratings for Univar remain in effect and were
unchanged, including the Corporate Family Rating (B2) and the term
loan B rating (B2). The term loan B loss-given-default assessment
was revised to LGD3, 48% from LGD4, 56%. The outlook is stable.

The following summarizes the ratings:

Univar, Inc.

Ratings affirmed

Corporate Family Rating - B2

Probability of Default Rating - B2

Senior Secured Term Loan B due 2017 -- B2 (LGD3, 48%) from
B2 (LGD4, 56%)

Outlook is Stable

Ratings Rationale

The principal methodology used in rating Univar was the Global
Chemical 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.


UNIVERSAL BIOENERGY: Incurs $697,000 Net Loss in First Quarter
--------------------------------------------------------------
Universal Bioenergy, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $696,582 on $13 million of revenue for the quarter
ended March 31, 2012, compared with a net loss of $594,087 on
$22.24 million of revenue for the same period during the prior
year.

The Company reported a net loss of $2.11 million in 2011,
compared with a net loss of $2 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$5.23 million in total assets, $4.38 million in total liabilities,
and $850,781 in total stockholders' equity.

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

                        http://is.gd/7pJeEm

                     About Universal Bioenergy

Universal Bioenergy Inc., is an alternative energy company
headquartered in Irvine, California.  The Company's new strategic
direction is to develop and market a diverse product line of
alternative and natural energy products including, natural gas,
solar, biofuels, wind, wave, tidal, and green technology products.

After auditing the 2011 results, Bongiovanni & Associates, CPA'S,
in Cornelius, North Carolina, noted that the Company has suffered
recurring operating losses, has an accumulated deficit, has
negative working capital, and has yet to generate an internal cash
flow that raises substantial doubt about its ability to continue
as a going concern.


VILLAGE OF RIVERDALE: Moody's Lowers GOULT Rating to 'B1'
---------------------------------------------------------
Moody's Investors Service has downgraded to B1 from Ba2 the
ratings on the Village of Riverdale's (IL) general obligation
unlimited tax rating. The rating remains under review for
downgrade. The rating action affects $1.6 million of outstanding
rated debt.

Summary Rating Rationale

The downgrade reflects the uncertain viability of the village's
deficit elimination plan in a weak economic environment. The
rating action also reflects the village's deteriorating financial
position, ongoing annual operating deficits; over reliance of
inter-fund transfers, poorly funded pension liabilities,
challenged local economy and a history of weak management.

Strengths

- Riverdale's status as a home rule unit of government affords
the village broad legal authority to raise taxes

- Revitalized management team focus to eliminate the village's
reliance on non-recurring revenues to fund ongoing operations
through reductions in staff and implementation of operational
efficiencies

Challenges

- Structural imbalance resulting from negative variances in
General Fund

- Over-reliance on one-time revenue proceeds and internal
advances from other funds

- Pension plans are very underfunded; although the administration
has acknowledged the severity of the village's pension issues and
has expressed its intention to working with collective bargaining
units, the administration has yet to propose concrete steps to
reverse the plans' trend of steadily deteriorating financial
health

- Economic pressures persist, as evidenced by a recent decline in
full valuation, elevated unemployment rates, and a net population
loss over the last decade

- Potential political difficulties in increasing revenues such as
property taxes (given declining home values and low level of
property tax collections) tempers the financial flexibility
inherent in the village's home rule status

- Debt levels are high relative to valuation and on a per capital
basis

What Could Make the Rating Go Up

- Structurally balanced budgets achieved through financial
solutions that can carry forward to future fiscal years

- Material operating surpluses that will eliminate the deficit
General Fund balance position

- Demonstrated commitment to make mid-year budget adjustments as
necessary to achieve structurally balance operations

What Could Make the Rating Go Down

- Continued structural imbalance resulting from negative budget
variances yielding larger deficits in the General Fund

- Inability or unwillingness to implement deficit elimination
plan as outlined

Rating Methodology

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


VITRO SAB: Plan Is Testament of Audacity, Bondholders Say
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bondholders of Vitro SAB said in court papers that
the glassmaker's reorganization plan is a "testament to audacity,
brazen manipulation and greed" that was adopted by a court in
Mexico "without even a pretense of fairness."

A trial is set to begin on June 4 where the U.S. Bankruptcy Court
in Dallas will decide whether the Mexican reorganization will be
enforced in the U.S.

Holders of 60% of Vitro's $1.2 billion in defaulted bonds argue
the Mexican plan is defective for having been approved by use of
$1.9 billion in intercompany claims the creditors contend were
"almost certainly fraudulent transfers."  The bondholders fault
the plan for cutting back on the operating subsidiaries'
guarantees of the bonds, even though they weren't in bankruptcy in
the U.S. or Mexico.

The ad hoc bondholder group said it will show at trial next week
how Vitro's reorganization "contradicts every core component" of
U.S. bankruptcy law and is "manifestly contrary to numerous U.S.
public policies."

The suit in bankruptcy court to decide if the Mexican
reorganization will be enforced in the U.S. is Vitro SAB de CV
v. ACP Master Ltd. (In re Vitro SAB de CV), 12-03027, U.S.
Bankruptcy Court, Northern District of Texas (Dallas).

                        About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11- 11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted to
liquidations in Chapter 7, court records in January 2012 show.  In
December, the U.S. Trustee in Dallas filed a motion to convert the
subsidiaries' cases to liquidations in Chapter 7.  The Justice
Department's bankruptcy watchdog said US$5.1 million in bills were
run up in bankruptcy and hadn't been paid.


VOICE ASSIST: Incurs $759,000 Net Loss in First Quarter
-------------------------------------------------------
Voice Assist, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $758,953 on $133,643 of revenue for the three months ended
March 31, 2012, compared with a net loss of $3.13 million on
$235,049 of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $1.05
million in total assets, $3.22 million in total liabilities, and a
$2.17 million total stockholders' deficit.

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

                        http://is.gd/YMlofs

                         About Voice Assist

Lake Forest, Calif.-based Voice Assist, Inc., operates a cloud-
based speech recognition platform that supports speech recognition
based enterprise services such as Customer Relationship Management
(CRM), field force automation, as well as direct-to-enterprise
services such as virtual assistants that unify communications and
direct-to-consumer "safe driving" services that allow SMS, email,
and social media messaging through a single personal phone number.

For 2011, Mantyla McReynolds LLC, in Salt Lake City, Utah,
expressed substantial doubt about Voice Assist's ability to
continue as a going concern.  The independent auditors noted that
the Company has working capital deficits and has incurred losses
from operations and negative operating cash flows during the years
ended Dec. 31, 2011, and 2010.

The Company reported a net loss of $10.24 million on $872,010 of
revenues for 2011, compared with a net loss of $1.30 million on
$1.26 million of revenues for 2010.


WILLIS PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Willis Properties, LLC
        445 South Beverly Drive, #300
        Beverly Hills, CA 90212

Bankruptcy Case No.: 12-28806

Chapter 11 Petition Date: May 29, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: David A Tilem, Esq.
                  LAW OFFICES OF DAVID A TILEM
                  206 N Jackson St., Suite 201
                  Glendale, CA 91206
                  Tel: (818) 507-6000
                  Fax: (818) 507-6800
                  E-mail: davidtilem@tilemlaw.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Moussa Kashani, manager.


ZOO ENTERTAINMENT: Reports $2.3-Mil. Net Income in 1st Quarter
--------------------------------------------------------------
Zoo Entertainment, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $2.37 million on $405,000 of revenue for the three
months ended March 31, 2012, compared with a net loss of $5.56
million on $3.78 million of revenue for the same period during the
prior year.

The Company's balance sheet at March 31, 2012, showed $1.96
million in total assets, $9.70 million in total liabilities and a
$7.73 million total stockholders' deficit.

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

                        http://is.gd/mgeeU5

                       About Zoo Entertainment

Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ CM: ZOOG)
is a developer, publisher and distributor of interactive
entertainment for Internet-connected consoles, handheld gaming
devices, PCs, and mobile devices.

The Company reported a net loss of $25.87 million in 2011,
compared with a net loss of $14.03 million in 2010.

For 2011, EisnerAmper LLP, in Edison, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has both incurred losses and experienced net cash outflows from
operations since inception.


* 'Excusable Neglect' Is No Help for Pro Se Litigant
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankrupt not represented by a lawyer wasn't excused
from filing an appeal on time, even though neither the bankruptcy
court nor the creditor sent her a copy of the order.  In an
unsigned opinion, the U.S. Court of Appeals in Philadelphia said
that a bankrupt not represented by a lawyer cannot show excusable
neglect to excuse a tardy appeal when she knew the bankruptcy
judge was going to sign an order.  Circuit Judge Thomas L. Ambro
dissented, saying there was excusable neglect.  The case is Gruber
v. Kaplan (In re Kaplan), 11-4022, U.S. Court of Appeals for the
Third Circuit (Philadelphia).


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re George Ruiz
   Bankr. C.D. Calif. Case No. 12-20966
      Chapter 11 Petition filed May 2, 2012

In re Gregory Shear
   Bankr. C.D. Calif. Case No. 12-20959
      Chapter 11 Petition filed May 2, 2012

In re Michelle Yeon Cho
   Bankr. C.D. Calif. Case No. 12-25516
      Chapter 11 Petition filed May 2, 2012

In re Sonya Dakar
   Bankr. C.D. Calif. Case No. 12-25615
      Chapter 11 Petition filed May 2, 2012

In re Home Field LLC
        dba All Star Sports Club
        aka Home Field Bar & Grill
   Bankr. D. Colo. Case No. 12-19091
     Chapter 11 Petition filed May 2, 2012
         See http://bankrupt.com/misc/cob12-19091.pdf
         represented by: Stuart Borne, Esq.
                         E-mail:  sborne@lynchrobbins.com

In re Empowerment Technology Inc.
   Bankr. D. D.C. Case No. 12-00330
     Chapter 11 Petition filed May 2, 2012
         See http://bankrupt.com/misc/dcb12-00330.pdf
         represented by: Jamison Bryant Taylor, Esq.
                         E-mail:  jtaylor@rismllc.com

In re Srdjan Stefanovic
   Bankr. M.D. Fla. Case No. 12-02998
      Chapter 11 Petition filed May 2, 2012

In re Palm Beach Insurance Group, Inc.
   Bankr. S.D. Fla. Case No. 12-20928
     Chapter 11 Petition filed May 2, 2012
         See http://bankrupt.com/misc/flsb12-20928.pdf
         represented by: Tina M. Talarchyk, Esq.
                         E-mail:  tmt@tmbk11.com

In re Kenneth Klein
   Bankr. N.D. Ind. Case No. 12-31617
      Chapter 11 Petition filed May 2, 2012

In re Parker-Daume Holdings, LLC
   Bankr. E.D. La. Case No. 12-11331
     Chapter 11 Petition filed May 2, 2012
         See http://bankrupt.com/misc/laeb12-11331.pdf
         represented by: Barbara Naomi Rivera-Fulton, Esq.
                         E-mail:  riverafultonjd@yahoo.com

In re 5147 Villa Vecchio CT Trust
   Bankr. D. Nev. Case No. 12-15254
     Chapter 11 Petition filed May 2, 2012
         See http://bankrupt.com/misc/nvb12-15254.pdf
         represented by: Ryan Alexander, Esq.
                         Law Offices Of Ryan Alexander
                         E-mail:   ryan@thefirm-lv.com

In re Brenan Francisco
   Bankr. D. Nev. Case No. 12-15290
      Chapter 11 Petition filed May 2, 2012

In re Kristaq Naci
   Bankr. D. Nev. Case No. 12-15269
      Chapter 11 Petition filed May 2, 2012

In re Michael Porter
   Bankr. D. Nev. Case No. 12-15285
      Chapter 11 Petition filed May 2, 2012

In re Nevada Kamakura LLC
   Bankr. D. Nev. Case No. 12-15279
     Chapter 11 Petition filed May 2, 2012
         See http://bankrupt.com/misc/nvb12-15279.pdf
         represented by: Gerry G. Zobrist, Esq.
                         E-mail:   gerry@zobristlaw.com

In re B2 Salon, LLC
   Bankr. D. N.J. Case No. 12-21589
     Chapter 11 Petition filed May 2, 2012
         See http://bankrupt.com/misc/njb12-21589.pdf
         represented by: Albert A. Ciardi, III, Esq.
                         Ciardi Ciardi & Astin, P.C.
                         E-mail:   aciardi@ciardilaw.com

In re Michael Reda
   Bankr. W.D. N.Y. Case No. 12-11382
      Chapter 11 Petition filed May 2, 2012

In re Henry Herrmann
      Karen Herrmann
   Bankr. E.D. Pa. Case No. 12-14394
      Chapter 11 Petition filed May 2, 2012

In re Colegio Calados, Inc.
   Bankr. D. Puerto Rico Case No. 12-03454
     Chapter 11 Petition filed May 2, 2012
         See http://bankrupt.com/misc/prb12-03454.pdf
         represented by: Antonio I. Hernandez Rodriguez, Esq.
                         E-mail: ahernandezlaw@yahoo.com

In re Legacy Auto Sales, LLC
   Bankr. W.D. Tenn. Case No. 12-24559
     Chapter 11 Petition filed May 2, 2012
         See http://bankrupt.com/misc/tnwb12-24559.pdf
         represented by: Bradley J. Cordts, Esq.
                         Cordts Law Firm, PLLC
                         E-mail: pmcdowell@cordtslaw.com

In re AS Property Holdings, LLC
   Bankr. N.D. Texas Case No. 12-32925
     Chapter 11 Petition filed May 2, 2012
         See http://bankrupt.com/misc/txnb12-32925p.pdf
         See http://bankrupt.com/misc/txnb12-32925c.pdf
         represented by: Jason B. Binford, Esq.
                         Kane Russell Coleman & Logan PC
                         E-mail:  jbinford@krcl.com

In re Fox Restoration, Inc.
   Bankr. E.D. Va. Case No. 12-12812
     Chapter 11 Petition filed May 2, 2012
         See http://bankrupt.com/misc/vaeb12-12812.pdf
         represented by: Stuart A. Weinstein-Bacal, Esq.
                         Weinstein-Bacal & Miller, P.S.C.

In re Double Star, Inc.
   Bankr. W.D. Wis. Case No. 12-12623
     Chapter 11 Petition filed May 2, 2012
         See http://bankrupt.com/misc/wiwb12-12623.pdf
         represented by: D. Peter Seguin, Esq.
                         E-mail:  peter.seguin@mpl-s.com

In re Donald Kennedy
   Bankr. N.D. Ala. Case No. 12-81652
      Chapter 11 Petition filed May 22, 2012

In re Martin Wooten
   Bankr. D. Ariz. Case No. 12-11288
      Chapter 11 Petition filed May 22, 2012

In re Gillian Stanney-Bigler
   Bankr. D. Ariz. Case No. 12-11322
      Chapter 11 Petition filed May 22, 2012

In re Madeline Brigante
   Bankr. C.D. Calif. Case No. 12-16364
      Chapter 11 Petition filed May 22, 2012

In re VASA Properties, LLC
   Bankr. M.D. Fla. Case No. 12-07907
      Chapter 11 Petition filed May 22, 2012
         See http://bankrupt.com/misc/flmb12-07907.pdf
         represented by: Leon A. Williamson, Jr., Esq.
                         LEON A. WILLIAMSON, JR., P.A.
                         E-mail: leon@lwilliamsonlaw.com

In re Village Air & Electric, Inc.
   Bankr. M.D. Fla. Case No. 12-03456
      Chapter 11 Petition filed May 22, 2012
         See http://bankrupt.com/misc/flmb12-03456.pdf
         represented by: Richard A. Perry, Esq.
                         E-mail: richardperry@richard-a-perry.com


In re Florida Gamco, Inc.
   Bankr. N.D. Fla. Case No. 12-40341
      Chapter 11 Petition filed May 22, 2012
         See http://bankrupt.com/misc/flnb12-40341.pdf
         represented by: Robert C. Bruner, Esq.
                         E-mail: RobertCBruner@hotmail.com

In re Christos Dimas
   Bankr. N.D. Ill. Case No. 12-20835
      Chapter 11 Petition filed May 22, 2012

In re Ramon Geromini
   Bankr. N.D. Ill. Case No. 12-20739
      Chapter 11 Petition filed May 22, 2012

In re World Gym Willowbrook, Inc.
   Bankr. N.D. Ill. Case No. 12-20788
      Chapter 11 Petition filed May 22, 2012
         See http://bankrupt.com/misc/ilnb12-20788.pdf
         represented by: David E. Grochocinski, Esq.
                         GROCHOCINSKI & GROCHOCINSKI
                         E-mail: lawyers@ggl-law.com

In re Steven Segura
   Bankr. W.D. La. Case No. 12-50620
      Chapter 11 Petition filed May 22, 2012

In re Yankee Pride Transport, Inc.
   Bankr. D. Maine Case No. 12-10589
      Chapter 11 Petition filed May 22, 2012
         See http://bankrupt.com/misc/meb12-10589.pdf
         represented by: Jeffrey P. White, Esq.
                         JEFFREY P. WHITE AND ASSOCIATES, P.C.
                         E-mail: jwhite@whitelawoffices.com

In re Newman Garage Doors & Openers, Inc.
   Bankr. W.D. Mich. Case No. 12-04894
      Chapter 11 Petition filed May 22, 2012
         See http://bankrupt.com/misc/miwb12-04894p.pdf
             http://bankrupt.com/misc/miwb12-04894c.pdf
         represented by: Kerry D. Hettinger, Esq.
                         HETTINGER & HETTINGER PC
                         E-mail: khett57@hotmail.com

In re Sprinkle Road Investments, LLC
   Bankr. W.D. Mich. Case No. 12-04867
      Chapter 11 Petition filed May 22, 2012
         See http://bankrupt.com/misc/miwb12-04867p.pdf
             http://bankrupt.com/misc/miwb12-04867c.pdf
         represented by: Steven L. Rayman, Esq.
                         RAYMAN & KNIGHT
                         E-mail: courtmail@raymanstone.com

In re Robert Mchale
   Bankr. D. Minn. Case No. 12-33091
      Chapter 11 Petition filed May 22, 2012

In re Circle H Ranch, LLC
   Bankr. D. Mont. Case No. 12-60809
      Chapter 11 Petition filed May 22, 2012
         See http://bankrupt.com/misc/mtb12-60809.pdf
         represented by: Edward A. Murphy, Esq.
                         MURPHY LAW OFFICES, PLLC
                         E-mail: rusty@murphylawoffices.net

In re AHE Restaurant Inc.
        dba Carpe Diem
   Bankr. S.D.N.Y. Case No. 12-12212
      Chapter 11 Petition filed May 22, 2012
         See http://bankrupt.com/misc/nysb12-12212.pdf
         represented by: Douglas J. Pick, Esq.
                         PICK & ZABICKI LLP
                         E-mail: dpick@picklaw.net

In re Dorothy Palmer
   Bankr. S.D.N.Y. Case No. 12-12211
      Chapter 11 Petition filed May 22, 2012

In re Michael Kalimon
   Bankr. W.D. Pa. Case No. 12-22699
      Chapter 11 Petition filed May 22, 2012

In re Timothy Patton
   Bankr. D. Ariz. Case No. 12-11401
      Chapter 11 Petition filed May 23, 2012

In re Eugenio Figueroa
   Bankr. C.D. Calif. Case No. 12-28088
      Chapter 11 Petition filed May 23, 2012

In re Larry Kent
   Bankr. M.D. Fla. Case No. 12-03473
      Chapter 11 Petition filed May 23, 2012

In re Ricardo Castillo
   Bankr. N.D. Fla. Case No. 12-10199
      Chapter 11 Petition filed May 23, 2012

In re Ernesto Fabre
   Bankr. S.D. Fla. Case No. 12-22518
      Chapter 11 Petition filed May 23, 2012

In re Norman Cano
   Bankr. S.D. Fla. Case No. 12-22532
      Chapter 11 Petition filed May 23, 2012

In re GASR Incorporated
   Bankr. N.D. Ga. Case No. 12-62961
      Chapter 11 Petition filed May 23, 2012
         See http://bankrupt.com/misc/ganb12-62961.pdf
         represented by: John C. Pennington, Esq.
                         JOHN C. PENNINGTON, P.C.
                         E-mail: jcppc@windstream.net

In re Michael Collins
   Bankr. S.D. Ga. Case No. 12-60275
      Chapter 11 Petition filed May 23, 2012

In re The Whale Spout Car Wash, Inc.
   Bankr. D. Kans. Case No. 12-21395
      Chapter 11 Petition filed May 23, 2012
         See http://bankrupt.com/misc/ksb12-21395.pdf
         represented by: Jonathan A. Margolies, Esq.
                         MCDOWELL RICE SMITH & BUCHANAN
                         E-mail: jmargolies@mcdowellrice.com

In re 2MF Enterprises, LLC
        dba Jacoby's
   Bankr. E.D. Mich. Case No. 12-52893
      Chapter 11 Petition filed May 23, 2012
         See http://bankrupt.com/misc/mieb12-52893.pdf
         represented by: Charles D. Bullock, Esq.
                         STEVENSON & BULLOCK, P.L.C.
                         E-mail: cbullock@sbplclaw.com

In re GPW, LLC
   Bankr. E.D. Mich. Case No. 12-52895
      Chapter 11 Petition filed May 23, 2012
         See http://bankrupt.com/misc/mieb12-52895.pdf
         represented by: Charles D. Bullock, Esq.
                         STEVENSON & BULLOCK, P.L.C.
                         E-mail: cbullock@sbplclaw.com

In re Craig Orrock
   Bankr. D. Nev. Case No. 12-16115
      Chapter 11 Petition filed May 23, 2012

In re Dockrell Beach Yacht Club
   Bankr. D.N.J. Case No. 12-23231
      Chapter 11 Petition filed May 23, 2012
         See http://bankrupt.com/misc/njb12-23231.pdf
         represented by: Joan S. Lavery, Esq.
                         LAVERY & SIRKIS
                         E-mail: joan.lavery@verizon.net

In re Nexgen Press Corp
   Bankr. D.N.J. Case No. 12-23240
      Chapter 11 Petition filed May 23, 2012
         See http://bankrupt.com/misc/njb12-23240.pdf
         represented by: Barry W. Frost, Esq.
                         TEICH GROH
                         E-mail: bfrost@teichgroh.com

In re Richard Holmes
   Bankr. D.N.M. Case No. 12-12014
      Chapter 11 Petition filed May 23, 2012

In re 115 Meacham Avenue Corp.
   Bankr. E.D.N.Y. Case No. 12-73339
      Chapter 11 Petition filed May 23, 2012
         See http://bankrupt.com/misc/nyeb12-73339.pdf
         represented by: Richard S. Feinsilver, Esq.
                         E-mail: feinlawny@yahoo.com

In re Peter Doscas
   Bankr. S.D.N.Y. Case No. 12-36317
      Chapter 11 Petition filed May 23, 2012

In re Joseph Hebert
   Bankr. E.D.N.C. Case No. 12-03908
      Chapter 11 Petition filed May 23, 2012

In re Wilfredo Acevedo Ruiz
   Bankr. D.P.R. Case No. 12-03986
      Chapter 11 Petition filed May 23, 2012

In re Thomas Pope
   Bankr. E.D. Tenn. Case No. 12-32171
      Chapter 11 Petition filed May 23, 2012

In re Robert Wagner
   Bankr. E.D. Va. Case No. 12-13285
      Chapter 11 Petition filed May 23, 2012

In re Judith Brown
   Bankr. D. Ariz. Case No. 12-11597
      Chapter 11 Petition filed May 24, 2012

In re Randall Blixt
   Bankr. D. Ariz. Case No. 12-11608
      Chapter 11 Petition filed May 24, 2012

In re Erwin Kahulugan
   Bankr. C.D. Calif. Case No. 12-28233
      Chapter 11 Petition filed May 24, 2012

In re Chun C Inc.
   Bankr. M.D. Fla. Case No. 12-03515
     Chapter 11 Petition filed May 24, 2012
         See http://bankrupt.com/misc/flmb12-03515p.pdf
         See http://bankrupt.com/misc/flmb12-03515c.pdf
         represented by: Brett A. Mearkle, Esq.
                         Law Office of Brett A. Mearkle
                         E-mail: bmearkle@mearklelaw.com

In re Ronald Grason
   Bankr. C.D. Ill. Case No. 12-71235
      Chapter 11 Petition filed May 24, 2012

In re Shoppes at Camden, LLC
   Bankr. W.D.K.Y. Case No. 12-10737
     Chapter 11 Petition filed May 24, 2012
         See http://bankrupt.com/misc/kywb12-10737.pdf
         represented by: Scott A. Bachert, Esq.
                         Harned Bachert & McGehee PSC
                         E-mail: bachert@hbmfirm.com

In re Camilla Warrender
   Bankr. D. Mass. Case No. 12-14511
      Chapter 11 Petition filed May 24, 2012

In re Trish Enterprises, LLC
   Bankr. E.D. Mich. Case No. 12-21729
     Chapter 11 Petition filed May 24, 2012
         See http://bankrupt.com/misc/mieb12-21729p.pdf
         See http://bankrupt.com/misc/mieb12-21729c.pdf
         represented by: Keith A. Schofner, Esq.
                         Lambert, Leser, Isackson, et al
                         E-mail: kaschofner@lambertleser.com

In re Stephen Small
   Bankr. W.D.M.O. Case No. 12-42107
      Chapter 11 Petition filed May 24, 2012

In re Robert Currin
   Bankr. E.D.N.C. Case No. 12-03948
      Chapter 11 Petition filed May 24, 2012

In re Arugula of South Orange, Inc.
      dba Cafe Arugula
   Bankr. D.N.J. Case No. 12-23391
     Chapter 11 Petition filed May 24, 2012
         See http://bankrupt.com/misc/njb12-23391.pdf
         represented by: Andrew I. Radmin, Esq.
                         Carkhuff & Radmin
                         E-mail: andyradz@aol.com

In re Evergreen Production LLC
   Bankr. D.N.J. Case No. 12-23405
     Chapter 11 Petition filed May 24, 2012
         See http://bankrupt.com/misc/njb12-23405.pdf
         represented by: Jennifer Opoku-Asare, Esq.
                         Asare Law Firm, LLC
                         E-mail: jenasare@gmail.com

In re Arup Ganguly
   Bankr. M.D. Tenn. Case No. 12-04888
      Chapter 11 Petition filed May 24, 2012

In re Advance Design Center, Inc.
      dba ADC Global Creativity
   Bankr. N.D. Tex. Case No. 12-33284
     Chapter 11 Petition filed May 24, 2012
         See http://bankrupt.com/misc/txnb12-33284.pdf
         represented by: Robert Thomas DeMarco, Esq.
                         DeMarco-Mitchell, PLLC
                         E-mail: robert@demarcomitchell.com

In re TASC, LLC
   Bankr. W.D. Wash. Case No. 12-43605
     Chapter 11 Petition filed May 24, 2012
         See http://bankrupt.com/misc/wawb12-43605.pdf
         represented by: James A. Santucci, Esq.
                         The Lanz Firm, P.S.
                         E-mail: jasantucci@thelanzfirm.com

In re Double Eagle, LLC
   Bankr. D. Wyo. Case No. 12-20527
     Chapter 11 Petition filed May 24, 2012
         See http://bankrupt.com/misc/wyb12-20527.pdf
         represented by: Paul Hunter, Esq.
                         E-mail: attypaulhunter@prodigy.net

In re Randy Koeppel
   Bankr. D. Ariz. Case No. 12-11679
      Chapter 11 Petition filed May 25, 2012

In re Steven Mindak
   Bankr. D. Ariz. Case No. 12-11718
      Chapter 11 Petition filed May 25, 2012

In re DAJA Ventures LLC
   Bankr. C.D. Calif. Case No. 12-22868
     Chapter 11 Petition filed May 25, 2012
         See http://bankrupt.com/misc/cacb12-22868.pdf
         represented by: David T. Egli, Esq.
                         Law Office of David T. Egli
                         E-mail: daveegli@aol.com

In re Raquel Rodriguez
   Bankr. C.D. Calif. Case No. 12-12082
      Chapter 11 Petition filed May 25, 2012

In re The Fee Simple Trust
   Bankr. C.D. Calif. Case No. 12-22910
     Chapter 11 Petition filed May 25, 2012
         See http://bankrupt.com/misc/cacb12-22910.pdf
         Filed pro se

In re Marvin Needles
   Bankr. M.D. Fla. Case No. 12-08138
      Chapter 11 Petition filed May 25, 2012

In re Louisiana Granite And Natural Stone, LLC
   Bankr. W.D.L.A. Case No. 12-50647
     Chapter 11 Petition filed May 25, 2012
         See http://bankrupt.com/misc/lawb12-50647.pdf
         represented by: William C. Vidrine, Esq.
                         Vidrine & Vidrine
                         E-mail: williamv@vidrinelaw.com

In re The Mattapan Community Development Corporation
   Bankr. D. Mass. Case No. 12-14564
     Chapter 11 Petition filed May 25, 2012
         See http://bankrupt.com/misc/mab12-14564.pdf
         represented by: Elton Watkins, III, Esq.
                         Law Office of Elton Watkins III
                         E-mail: watkinslaw@comcast.net

In re Charles Abod
   Bankr. D.M.D. Case No. 12-19945
      Chapter 11 Petition filed May 25, 2012

In re Nader Momeni
   Bankr. D.M.D. Case No. 12-19999
      Chapter 11 Petition filed May 25, 2012

In re Louis Cunningham
   Bankr. E.D. Mich. Case No. 12-53080
      Chapter 11 Petition filed May 25, 2012

In re Ralph Roberts
   Bankr. E.D. Mich. Case No. 12-53024
      Chapter 11 Petition filed May 25, 2012

In re Adventure Lumber Company
   Bankr. W.D. Mich. Case No. 12-05028
     Chapter 11 Petition filed May 25, 2012
         See http://bankrupt.com/misc/miwb12-05028.pdf
         represented by: Steven L. Rayman, Esq.
                         Rayman & Knight
                         E-mail: courtmail@raymanstone.com

In re Ugly Child Inc.
   Bankr. W.D. Mich. Case No. 12-05064
     Chapter 11 Petition filed May 25, 2012
         See http://bankrupt.com/misc/miwb12-05064.pdf
         Filed pro se

In re Branch Investments, Inc.
   Bankr. W.D.M.O. Case No. 12-42144
     Chapter 11 Petition filed May 25, 2012
         See http://bankrupt.com/misc/mowb12-42144.pdf
         represented by: Jeffrey A. Deines, Esq.
                         Lentz Clark Deines PA
                         E-mail: jdeines@lcdlaw.com

In re Broadway Studios, LLC
   Bankr. W.D.M.O. Case No. 12-42146
     Chapter 11 Petition filed May 25, 2012
         See http://bankrupt.com/misc/mowb12-42146.pdf
         represented by: Jeffrey A. Deines, Esq.
                         Lentz Clark Deines PA
                         E-mail: jdeines@lcdlaw.com

In re Paul Powell
   Bankr. D. Nev. Case No. 12-16252
      Chapter 11 Petition filed May 25, 2012

In re Way Too Lean Corp.
   Bankr. E.D.N.Y. Case No. 12-73384
     Chapter 11 Petition filed May 25, 2012
         See http://bankrupt.com/misc/nyeb12-73384.pdf
         represented by: Gary C. Fischoff, Esq.
                         Steinberg, Fineo, Berger & Fischoff
                         E-mail: gfischoff@sfbblaw.com

In re James Crowder
   Bankr. D.S.C. Case No. 12-03343
      Chapter 11 Petition filed May 25, 2012

In re William Kirby, Jr.
   Bankr. M.D. Tenn. Case No. 12-04953
      Chapter 11 Petition filed May 25, 2012



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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