TCR_Public/130228.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, February 28, 2013, Vol. 17, No. 58

                            Headlines

30DC INC: Announces Major MagCast Platform Upgrades
710 LONG RIDGE: Begins Bankruptcy Process for Rejecting CBAs
ACTIVECARE INC: Delays Form 10-Q for Dec. 31 Quarter
ADVANCED LIVING: Will Have Patient Care Ombudsman
ADVANCED LIVING: Hires RBC Capital as Broker & Advisor

ADVANCED LIVING: Roll-Up Omitted From Interim Financing Order
AMERICAN AIRLINES: Bankr. Court Hearing on Merger Set for March 27
AMERICAN AIRLINES: Seeks Changes to Trading Restrictions
AMERICAN AIRLINES: Officials Defend Merger at House Hearing
AMERICAN AIRLINES: Goulet, Kirby to Lead Merger Integration

AMERICAN MEDIA: SHAPE Web Site Has 250% Hike in Traffic
AMERICAN REALTY TRUST: Bankruptcy Case Transferred to Dallas
AMF BOWLING: Employs Hilco to Assist in Lease Negotiations
APPLIED DNA: Incurs $8.7 Million Net Loss in Dec. 31 Quarter
ARCHDIOCESE OF MILWAUKEE: Dist. Court to Hear Suit v. Insurers

AVIS BUDGET: S&P Assigns 'B' Rating to EUR250MM Notes Due 2021
AVON PRODUCTS: Fitch Lowers Issuer Default Rating to 'BB+'
BERRY PLASTICS: Lord Abbett Discloses 5% Equity Stake at Dec. 31
BERRY PLASTICS: Apollo Discloses 59.2% Equity Stake at Dec. 31
BERNARD L. MADOFF: Merkin to Receive Part of $410MM Settlement

BOOMERANG SYSTEMS: Incurs $2.5 Million Net Loss in Dec. 31 Qtr.
BRENT MIDDLETON: Must File Plan by April 8 or Face Dismissal
BRICKMAN GROUP: S&P Affirms 'B' CCR & Revises Outlook to Stable
BROADCAST INTERNATIONAL: T. Sandell Holds 1% Stake at Dec. 31
BROADCAST INTERNATIONAL: Gem Partners Holds 9% Stake at Dec. 31

BROADCAST INTERNATIONAL: ACT Capital Has 6% Stake at Dec. 31
CAMBRIDGE HEART: Osiris Investment Has 13% Stake at Dec. 31
CATASYS INC: Terren Peizer Stake Hiked to 72% as of Dec. 4
COFFEE REGIONAL: S&P Lowers Rating on $35.6-Mil. Bonds to 'BB-'
COMSTOCK MINING: Posts Full NI 43-101 Technical Report

CONFORCE INTERNATIONAL: Amends Annual Report for Fiscal 2012
CONFORCE INTERNATIONAL: JC Clark Holds 1% Stake at Dec. 31
CRYOPORT INC: Incurs $1.5 Million Net Loss in Dec. 31 Quarter
CRYOPORT INC: Deerfield Mgmt Discloses 4% Equity Stake at Dec. 31
DETROIT, MI: Better Off With Manager Than Ch. 9, Says Treasurer

DEWEY & LEBOEUF: Plan of Liquidation Approved
DEX ONE: To Appeal Delisting Notice From NYSE
DIGITAL GENERATION: S&P Affirms 'B+' Corporate Credit Rating
DUFF & PHELPS: Moody's Rates $349MM Term Loan & $75MM Revolver B1
DUKE REALTY: Fitch Affirms 'BB' Preferred Stock Rating

EASTMAN KODAK: Microfilm Supplier Wants Lift Stay to End Contract
ECO BUILDING: Delays Form 10-Q for Dec. 31 Quarter
EDISON MISSION: Court Authorizes FTI as Committee's Advisor
EDISON MISSION: Committee Can Retain Perkins Coie as Co-Counsel
EDISON MISSION: Parent Records $3.86 Per Share Charge for Q4

ELITE PHARMACEUTICALS: Posts $667,600 Net Income in Dec. 31 Qtr.
ENERGY FUTURE: Moody's Withdraws 'Caa3' Corporate Family Rating
EZE SOFTWARE: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
FLORIDA GAMING: Silvermark Due Diligence Period Extended April 15
FOXCO ACQUISITION: Moody's Affirms B2 Rating on Senior Term Loan

FREESEAS INC: Issues Add'l 90,000 Shares to Hanover
FUELSTREAM INC: Amends 1.1 Million Shares Resale Prospectus
GABRIEL SALES: Golan & Christie Awarded $52,300 in Fees
GELTECH SOLUTIONS: P. O'Connell Holds 6% Equity Stake at Dec. 31
GELTECH SOLUTIONS: P. Cordani Holds 5% Equity Stake at Dec. 31

GEOMET INC: Taps Lantana to Market Coal Bed Methane Interest
GENERAL EMPLOYMENT: NYSE MKT Sends Notice on Missing Financials
GLYECO INC: Leonid Frenkel Discloses 7% Equity Stake at Dec. 31
GREEN EARTH: Incurs $4.3 Million Net Loss in Dec. 31 Quarter
GREEN ENERGY: LMD Capital Discloses 10% Equity Stake at Dec. 31

GUIDED THERAPEUTICS: Passes Quality Audit CE Mark Certification
H&M OIL & GAS: Okin Adams Approved as Counsel for Ch. 11 Trustee
HCR HEALTHCARE: Moody's Lowers CFR to B3; Outlook is Stable
HEALTHWAREHOUSE.COM INC: J. Backus Holds 15% Stake at Feb. 13
HEALTHWAREHOUSE.COM INC: J. Marra Discloses 14% Stake at Feb. 1

HOSTESS BRANDS: Bakery Workers' Union Opposes Sale to Flowers
HYPERTENSION DIAGNOSTICS: Had $42,000 Net Loss at Dec. 31 Qtr.
ICEWEB INC: Incurs $791,000 Net Loss in Dec. 31 Quarter
IMPLANT SCIENCES: Incurs $3.7 Million Net Loss in Dec. 31 Qtr.
INERGETICS INC: L. Frenkel Discloses 9% Equity Stake at Dec. 31

INTELLICELL BIOSCIENCES: Borrows $500,000 From JMJ Financial
INTELLIPHARMACEUTICS: Broadfin Holds 9% Equity Stake at Dec. 31
J & J DEVELOPMENTS: Heritage Bank to Pursue Sec. 363 Sale
JETBLUE AIRWAYS: Fitch Affirms 'CCC+' Senior Unsecured Rating
JUMP OIL: Wins Approval for Goldstein & Pressman as Counsel

JUMP OIL: Matrix Private Equities Okayed as Sale Advisor
JUMP OIL: Mariea Sigmund Approved as Real Estate Counsel
LEAP WIRELESS: Increasing Leverage Cues Moody's to Cut CFR to B3
LEAP WIRELESS: S&P Assigns 'B+' Rating to $1.425-Bil. Term Loan C
LEE BRICK & TILE: Hires Dixon Hughes as Accountants

LEHMAN BROTHERS: Sued in Denver Over Archstone Sale
LEHMAN BROTHERS: Goldman Sachs Traders Buy Millions in Claims
LIQUIDMETAL TECHNOLOGIES: Incurs $14 Million Net Loss in 2012
MF GLOBAL: Court Asked to Resolve JPM Bid Before Voting Deadline
MIPL HOLDINGS: S&P Assigns 'BB' Rating to 1st-Lien Term Loan B

MISSION NEWENERGY: Closes $5 Million Loan Agreement with SLW
MSR RESORT: Five Mile Appeals Plan Confirmation Order
NEW STREAM: Executives Charged with Securities Fraud
NNN LENOX PARK 9: Bankruptcy Case Transferred to Memphis
ORAGENICS INC: FMR LLC Discloses 6% Equity Stake at Feb. 13

OVERSEAS SHIPHOLDING: Reaches Truce with BP Unit Over JV
PACIFIC GOLD: Issues $59,000 Note to Third Party Investor
PARKWAY PROPERTIES: Owner of River Parkway Apartments in Ch.11
PATRIOT COAL: To End 401(k) Retirement Plan Effective March 31
PENSON WORLDWIDE: Sues Apex Clearing for $20 Million From Spinoff

PEREGRINE FINANCIAL: Auction for Cedar Falls Building May 24
PHI GROUP: Creditors Convert $190,000 of Debt to Shares
PINNACLE AIRLINES: Suit to Delay Unsecured Creditors' Payout
PINNACLE AIRLINES: Jones, et al., Sign Deal to Settle Claims
PINNACLE AIRLINES: Court Disallows 135 Claims, Cuts Six Claims

PLANDAI BIOTECHNOLOGY: Incurs $507,000 Net Loss in Dec. 31 Qtr.
PLC SYSTEMS: Raises $4 Million in Equity Financing
POINT CENTER: PMB Consents, MA Creditors Oppose, Use of Cash
PRM REALTY GROUP: Wins Confirmation of Modified Plan
PRECISION OPTICS: Incurs $906,000 Net Loss in Dec. 31 Quarter

PRECISION OPTICS: DAFNA Capital Holds 9% Equity Stake at Dec. 31
PRESSURE BIOSCIENCES: Ironridge No Longer 5% Owner as of Dec. 31
PROVIDENCE, RI: Claims Xerox Unit Underestimated Pension Costs
PT BERLIAN: Required to File Court Papers Publicly
QUIGLEY CO: To Make Another Bid for Plan Confirmation in June

RADIOSHACK CORP: Swings to $139.4 Million Net Loss in 2012
RADIOSHACK CORP: Expects EBITDA to Turn Negative in 2013
REALOGY HOLDINGS: Incurs $543 Million Net Loss in 2012
RESIDENTIAL CAPITAL: Agrees to End $750MM Settlement With Ally
RG STEEL: Court Approves Deal Resolving Fritz Objection

RG STEEL: SNA Carbon Opposes Sale of Assets to Bounty Minerals
RODEO CREEK: Case Summary & 20 Largest Unsecured Creditors
RYCHARDZ BENNS: Must File Plan by April 12 or Face Conversion
SALON MEDIA: Incurs $806,000 Net Loss in Third Quarter
SBMC HEALTHCARE: Hires Locke Lord for Centurion Litigation

SBMC HEALTHCARE: Seeks to Expand Johnson DeLuca Work
SBMC HEALTHCARE: Beardsley to Prepare Medicare & Medicaid Reports
SK FOODS: Court Directs Trustee to Submit Claims Report
SKINNY NUTRITIONAL: Ironridge No Longer 5% Shareholder at Dec. 31
STOCKTON, CA: Right to Muni Bankruptcy Set for March 25 Trial

STILLWATER ASSET: Court Denies Dismissal of Involuntary Case
TELETOUCH COMMUNICATIONS: Stratford Put Option Extended to May 30
TERRY DIEHL: Plan Outline Okayed; April 18 Confirmation Hearing
THOMPSON CREEK: Incurs $546.3 Million Net Loss in 2012
TRANSMERIDIAN EXPLORATION: Forum Selection Clause Not Mandatory

UNI-PIXEL INC: Incurs $9 Million Net Loss in 2012
VADNAIS HEIGHTS: S&P Cuts Rating on 3 Revenue Bond Classes to 'D'
VILLAGE AT CAMP BOWIE: 'Artificial' Impairment Plan Upheld
VIRIDIS ENERGY: Completes Restructuring of Cornwall Debt
WPCS INTERNATIONAL: First Wilshire Discloses 10% Stake at Dec. 31

* Fitch Sees More Relaxed U.S. Auto Loan Terms
* S&P Suits Get Boost From Earlier Court Wins, States Say

* Survey: Shine Might Be Off Alternative Fee Arrangements
* Rabobank Faces Libor-Rigging Fine of $440 Million
* American Securities Targets $750 Million for Distressed Fund

* Blank Rome Gains Bankruptcy Partner From Pepper Hamilton
* Brian Linscott Rejoins Huron Consulting Group
* Cooley's T. O'Connor and A. Cohen Move to Duval & Stachenfeld

* Recent Small-Dollar & Individual Chapter 11 Filings



                            *********

30DC INC: Announces Major MagCast Platform Upgrades
---------------------------------------------------
30DC, Inc., announced a major MagCast upgrade and officially
launched Version 3 of the MagCast Digital Publishing Platform.
The feature upgrades were developed, in part, from the feedback
from the Company's growing community of MagCasters, which includes
250+ live Newsstand digital magazines.

Ed Dale, the CEO of 30DC stated, "Building a magazine is just the
first step.  The MagCast platform with its new enhanced features
provides progressive and advanced marketing and distribution for
our customers.  These new features will assist in keeping 30DC at
the forefront of the digital magazine industry, all the while
keeping MagCast as the digital magazine platform of choice for
self-publishers seeking market leadership and influence."

                          About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

The Company reported a net loss of $1.44 million for the fiscal
year ended June 30, 2011, following a net loss of $1.06 million in
fiscal 2010.

As reported in the TCR on Dec. 19, 2011, Marcum LLP, in New York,
expressed substantial doubt about 30DC's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2011.  The independent auditors noted that the
Company has had recurring losses, and has a working capital and
stockholders' deficiency as of June 30, 2011.

The Company's balance sheet at March 31, 2012, showed $1.82
million in total assets, $2.21 million in total liabilities and a
$394,450 total stockholders' deficiency.

The Company said in its quarterly report for the period ending
March 31, 2012, that if it is unable to raise additional capital
or encounters unforeseen circumstances, it may be required to take
additional measures to conserve liquidity, which could include,
but not necessarily be limited to, issuance of additional shares
of the Company's stock to settle operating liabilities which would
dilute existing shareholders, curtailing its operations,
suspending the pursuit of its business plan and controlling
overhead expenses.  The Company cannot provide any assurance that
new financing will be available to it on commercially acceptable
terms, if at all.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern.


710 LONG RIDGE: Begins Bankruptcy Process for Rejecting CBAs
------------------------------------------------------------
Five Connecticut health care centers managed by HealthBridge
Management LLC have sought Chapter 11 protection and quickly filed
a motion under 11 U.S.C. Sec. 1113(e) to implement interim
modifications to the facilities' collective bargaining agreements
with the New England Health Care Employees Union, District 1199,
SEIU, which represents about 800 of the 1,140 employees of the
Debtors.

A hearing on the motion is scheduled for March 1, 2013, at 10:00
a.m.

The CBAs expired March 2011 but remained in place pursuant to the
National Labor Relations Act.  The Debtors, however, told the
Court that, by continuing to operate under the terms of their
expired CBAs, they will collectively suffer losses exceeding
$1.3 million per month.

The Debtors said that, absent ultimate consensual agreements with
the Union or the imposition of such other terms in accordance with
applicable law, the Debtors will join those skilled nursing
facilities that have been forced to close in recent years in
Connecticut, to the detriment of their employees and patients.

The Debtors disclosed that after more than 16 months of
negotiations and 38 bargaining sessions, in June 2012, good faith
negotiation for new agreements between the Debtors and the Union
reached an impasse.

On July 3, 2012, the Union declared a strike, and 700 Union
employees participated in the strike and walked off the job.  As
striking workers left the Facilities, certain Union employees
committed a series of unconscionable acts of medical sabotage that
put their frail, elderly, and memory-impaired patients at
immediate and significant risk, the Debtors told the Court.

The Sec. 1113 process will allow the Centers to request Court
authority to implement first temporary and then permanent
modifications to their 2004 CBAs if the Centers are unable to
implement the modifications through good-faith collective
bargaining with SEIU, District 1199.

"When operating under the expired CBAs, operating revenues were
consumed by labor costs, leaving the Debtors with insufficient
funds to meet the multitude of other costs associated with
operating their facilities," said Michael D. Sirota, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, counsel to the Debtors.

The Debtors said that without the changes, they will be unable to
continue operating and will be forced to close down and 1,140
employees will lose their jobs.

                             The CBAs

The Debtors believe the terms of their CBAs are substantially
worse economically for the Debtors than nearly every other CBA in
the State of Connecticut governing unionized skilled nursing
facilities.  For example, under each CBA, employees are eligible
to receive single, two-person, or even full family coverage under
a "Cadillac" private medical plan, including medical, dental,
vision and life insurance, free of charge without having to make
any contributions.  With health care costs skyrocketing in recent
years it is virtually unheard of for employees to rely solely on
their employers for the total cost of private health care
coverage.  In addition, the wages paid by the Debtors under their
CBAs are extraordinarily higher than at other unionized facilities
where bargaining unit employees are represented by the same Union.

                       Interim Modifications

Pending negotiations, the Debtors ask the Court to approve interim
modifications to the terms and conditions of employment for the
unionized employees that were in effect on June 16, 2012.

The interim modifications sought by the Debtors are the same terms
and conditions that have been in place for 432 non-union employees
since Oct. 31, 2011.

The requisite modifications include allowing the Debtors to cease
contributions to the Union pension fund and training fund,
requiring employees to contribute to their health care coverage,
reducing the nonproductive time of employees, and allowing the
Debtors to staff the Facilities at an appropriate level.  The
changes will save the Debtors approximately $1.3 million per
month.

Benefit reductions imposed to non-union employees in November 2011
include the 30-minute paid meal break was eliminated reducing the
compensable workweek from 40 hours to 37.5 hours; aggregate paid
sick time and vacations were reduced by 5 days; the number of paid
holidays was reduced from 8 to 7; shift and weekend premiums were
eliminated for new hires; uniform allowances were replaced by the
Facilities providing uniforms; employee contributions for health
benefits were increased and the coverage provided was reduced; and
the payroll was changed from weekly to bi-weekly.

                   Strikers and ALJ Proceedings

The dispute between the Debtors and the Union over whether an
impasse was reached after good faith negotiations is the subject
of proceedings before an Administrative Law Judge of the National
Labor Relations Board.  On Dec. 11, 2012, an injunction order
under Section 10(j) of the NLRA was entered by the United States
District Court for the District of Connecticut requiring
reinstatement of the Terms of Employment existing prior to the
Implemented Terms to restore the pre-implementation status quo
solely under the provisions of the NLRA.

The injunction order was not a determination of the merits of any
of the issues in the pending ALJ Proceedings, and while it
required reinstatement of the striking employees, it specifically
did not make any determination with respect to the economic
hardships associated with reinstating the terms of the expired
CBAs.

The Debtors said that under the Sec. 1113 motion, they are not
seeking any modification of the requirement of the 10(j)
Injunction that the strikers be reinstated.  It is also important
to recognize that the Motion is not an attempt to have the
Bankruptcy Court re-litigate whether the District Court properly
granted the 10(j) Injunction or whether the District Court
properly applied the standards under the NLRA.  Those issues are
now pending before the Second Circuit Court of Appeals.  Moreover,
the Debtors are not asking the Bankruptcy Court to address the
merits of or litigate the issues pending in the pending ALJ
Proceedings.  The next scheduled hearing dates are Feb. 25 to 27,
2013, and the Debtors fully intend to proceed.

                         First Day Motions

Along with the voluntary petitions, the Centers filed a variety of
"first-day" motions requesting authority to continue routine
operations, including postpetition payments to suppliers and
uninterrupted employee wages and benefits.  The Centers expect to
receive Court approval of the motions at the initial Court
hearing.

The first day motions include a request to extend the schedules
deadline by 30 days to April 10, 2013.

The Court has granted the Debtors' request for expedited
consideration of the first day motions.  A hearing was scheduled
for Feb. 27.

                       About 710 Long Ridge

710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut.  The facilities are Long Ridge of
Stamford, Newington Health Care Center, Westport Health Care
Center, West River Health Care Center, and Danbury Health Care
Center.

710 Long Ridge and its affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013.

The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as counsel to the Debtors.  Logan & Company, Inc.
is the claims and notice agent.


ACTIVECARE INC: Delays Form 10-Q for Dec. 31 Quarter
----------------------------------------------------
ActiveCare, Inc., quarterly report on Form 10-Q for the quarter
ended Dec. 31, 2012, could not be filed without unreasonable
effort or expense within the prescribed time period because
management requires additional time to compile and verify the data
required to be included in the report.  The report will be filed
within five days of the date the original report was due.

                          About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products.  The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs.  The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers.  The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.

The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.

ActiveCare incurred a net loss of $12.36 million for the year
ended Sept. 30, 2012, compared with a net loss of $7.89 million
during the prior year.

ActiveCare's balance sheet at Sept. 30, 2012, showed $5.87 million
in total assets, $13.59 million in total liabilities, and a
$7.71 million total stockholders' deficit.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012, citing recurring
operating losses and an accumulated deficit which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


ADVANCED LIVING: Will Have Patient Care Ombudsman
-------------------------------------------------
Bankruptcy Judge H. Christopher Mott on Feb. 22, 2013, conducted
hearings on certain "first day" motions filed by Advanced Living
Technologies, Inc.

According to the Debtor's voluntary chapter 11 petition, the
Debtor is a "health care business".  Given the status of the case
and the statements made at the hearing, the Court ordered the
United States Trustee to appoint a patient care ombudsman under
11 U.S.C. Sec. 333 to monitor the quality of patient care and to
represent the interests of the patients of the health care
business of the Debtor.

                About Advanced Living Technologies

Advanced Living Technologies, Inc., owner of six skilled nursing
facilities throughout Texas, filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sell
substantially the facilities as a going-concern in two months.

The Debtor previously sought Chapter 11 protection in January 2008
(Bankr. W.D. Tex. Case No. 08-50040) and exited bankruptcy in May
2008.

In the new Chapter 11 case, the Debtor has tapped Hohmann, Taube &
Summers, LLP, as counsel, CohnReznick LLP, as financial advisor,
and RBC Capital Markets, LLC, as investment banker.

As of the new Chapter 11 filing, the Debtor had total assets of
$12 million and liabilities of $25 million.


ADVANCED LIVING: Hires RBC Capital as Broker & Advisor
------------------------------------------------------
Advanced Living Technologies, Inc., asks for approval from the
Bankruptcy Court to employ RBC Capital Markets as broker and
marketing agent during the course of the bankruptcy case.

In February 2013, the Debtor hired RBC, and specifically managing
director David B. Fields, to market the Debtor's facilities and
guide the Debtor through the marketing and sale process.

RBC has prepared marketing materials and a virtual data room and
has worked with four prospective parties to execute a non-
disclosure and confidentiality agreements.  Two parties have
emerged as potential stalking horse bidders.  RBC is presently in
negotiation with these interested parties.

Postpetition, RBC will perform various functions, including
conducting the process to facilitate an asset sale of all of the
Company's facilities assets and debts.

Subject to the Court's approval, RBC intends to be compensated as
follows: (i) a base fee of $50,000; (ii) a success fee of 3% of
gross sale proceeds; and (iii) reimbursement of actual and
necessary expenses incurred.  RBC will be paid a minimum fee of
$250,000 upon the consummation of a transaction.  RBC will apply
to the Court for payment of compensation and reimbursement of
expenses.  The firm's allowed fees and expenses will be payable
upon the closing of the sale of the Facilities.

RBC does not have an outstanding balance due from the Debtor for
billed unpaid prepetition work for which it would have a claim
against the estate.

To the best of the Debtor's knowledge, information and belief, RBC
represents no other entity in connection with the Debtor's case,
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                About Advanced Living Technologies

Advanced Living Technologies, Inc., owner of six skilled nursing
facilities throughout Texas, filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sell
substantially the facilities as a going-concern in two months.

The Debtor previously sought Chapter 11 protection in January 2008
(Bankr. W.D. Tex. Case No. 08-50040) and exited bankruptcy in May
2008.

In the new Chapter 11 case, the Debtor has tapped Hohmann, Taube &
Summers, LLP, as counsel, CohnReznick LLP, as financial advisor,
and RBC Capital Markets, LLC, as investment banker.

As of the new Chapter 11 filing, the Debtor had total assets of
$12 million and liabilities of $25 million.


ADVANCED LIVING: Roll-Up Omitted From Interim Financing Order
-------------------------------------------------------------
Advanced Living Technologies, Inc. has arranged postpetition
financing that would help fund operations pending a sale of its
nursing facilities.

The bankruptcy judge on Feb. 25 signed an interim approval to the
DIP financing.  A final hearing is scheduled for March 21, 2013,
at 10:00 a.m.

The DIP financing is provided by lenders led by Wells Fargo Bank,
N.A., as indenture trustee, who are already owed $19.1 million for
bonds issued prepetition.

MidCap Financial, LLC, owed $1.5 million for financing secured by
a first-lien on accounts receivable, objected to the financing,
arguing that the Debtor attempts to (i) use MidCap's collateral
without providing MidCap with adequate protection and (ii) to
employ Sec. 364 of the Bankruptcy Code to impermissibly elevate a
prepetition claim.

The Debtor in its DIP financing motion sought approval to use cash
collateral and obtain up to $351,000 in postpetition financing.
However, a paragraph in the interim order provides that the
proceeds of the DIP facility will be used to repay in full the
$578,000 emergency bridge facility provided by Wells Fargo
provided just before the bankruptcy filing.

Thus, MidCap pointed out, the Debtor was actually asking for
$350,000 in cash plus a roll-up of the $578,001 amount into the
DIP Facility.  MidCap stated that Sec. 364 of the Bankruptcy Code
requires that incurring debt is to occur after (i) notice, (ii) a
hearing, and (iii) authorization from a court.  Thus Sec. 364
cannot be used to elevate whatever prepetition claim Wells Fargo
may have to superpriority status, according to MidCap.

MidCap also claimed that the Debtor is unable to provide adequate
protection because MidCap's collateral is comprised of accounts
receivable that, once collected, are gone.  In other words, each
time the Debtor collects MidCap's collateral, that collateral is
eroded and the Debtor has no unencumbered assets upon which the
Debtor could grant sufficient replacement liens.

The Court granted interim approval of the DIP facility after the
provision authorizing the repayment of the emergency bridge loan
was intentionally omitted from the interim order.

Objections to final approval of the DIP financing are due
March 14.

              About Advanced Living Technologies

Advanced Living Technologies, Inc., owner of six skilled nursing
facilities throughout Texas, filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sell
substantially the facilities as a going-concern in two months.

The Debtor previously sought Chapter 11 protection in January 2008
(Bankr. W.D. Tex. Case No. 08-50040) and exited bankruptcy in May
2008.

In the new Chapter 11 case, the Debtor has tapped Hohmann, Taube &
Summers, LLP, as counsel, CohnReznick LLP, as financial advisor,
and RBC Capital Markets, LLC, as investment banker.

As of the new Chapter 11 filing, the Debtor had total assets of
$12 million and liabilities of $25 million.

MidCap is represented by:

         Katie G. Stenberg, Esq.
         Blake D. Roth, Esq.
         WALLER LANSDEN DORTCH & DAVIS, LLP
         511 Union Street, Suite 2700
         Nashville, TN 37219-8966
         Telephone: 615.244.6380
         Facsimile: 615.244.6804
         E-mail: Katie.Stenberg@wallerlaw.com
                 Blake.Roth@wallerlaw.com


AMERICAN AIRLINES: Bankr. Court Hearing on Merger Set for March 27
------------------------------------------------------------------
AMR Corp. is asking the U.S. Bankruptcy Court for the Southern
District of New York to approve its $11 billion merger with US
Airways Group Inc.

The airlines announced a merger that would create the world's
largest carrier.  Under the deal, equity in the combined company
will be split, with 72% to AMR's stakeholders and creditors and
28% to US Airways shareholders.  US Airways Chief Executive Doug
Parker will run the company as CEO while AMR CEO Tom Horton will
serve as chairman through the first annual meeting of
shareholders.

The merged company is expected to generate more than $1 billion
in annual saving by 2015.  It would have revenue of about $39
billion, based on 2012 figures, ahead of United Continental,
which had revenue of about $37 billion.

The combined company would operate under the American Airlines
name.  AMR would be named American Airlines Group Inc.
immediately after the effectiveness of the merger.

The deal can be terminated by either company if not consummated
by October 14.  That deadline can be extended to Dec. 13 under
certain circumstances, AMR said in court filings.

The merger will take effect through a restructuring plan that has
not been proposed yet.  The effectiveness of that plan and the
closing of the merger will occur together, according to the
company.

AMR has an April 15 deadline for filing the restructuring plan,
and a June 17 deadline for soliciting votes from creditors.

The first of three major hearings to approve the merger will take
place on March 27, when U.S. Bankruptcy Judge Sean Lane is
scheduled to give the court's approval of the deal.  Whether
there is any serious opposition to the merger will be known on
March 15, the deadline for filing objections, Bloomberg News
reported.

The other major hurdles are the bankruptcy court's approval of
the outline of the plan or the so-called disclosure statement,
and the confirmation hearing for approval of the reorganization.

The $11 billion deal is formalized in a 115-page agreement, which
is available for free at http://is.gd/H5c3kj

                      Employee Arrangements

AMR also disclosed what it will do to address employee issues
such as retention bonuses and severance pay.

The company said it would set aside up to $30 million to retain
midmanagers while the merger is being implemented.  Another $29
million would also be set aside to be paid to senior managers and
directors for their long-term incentive plan bonuses earned but
not paid in 2011, 2012 and 2013, Dallas Morning News reported.

Meanwhile, severance pay to American Airlines' managers and
executives at the managing director level and up would mimic that
of US Airways.

AMR also disclosed that nonunion employees at American Airlines
and American Eagle will receive pay raises this year.

American Airlines' passenger service agents will receive a pay
increase of up to 50 cents an hour in October while American
Eagle passenger service agents will get pay raises of about 1.5%
in the first quarter. Executives at the rank of vice president
and higher will get a 3% raise in the second quarter, Dallas
Morning News reported.

Pay increases for union employees were previously spelled out in
deals with all unions at American Airlines, and the pilots' union
at US Airways.

Meanwhile, an AMR filing with the U.S. Securities and Exchange
Commission disclosed that Mr. Horton will get a $19.87 million
severance payment when the merger is completed.

Mr. Horton will get $9.94 million in cash and the rest will be in
shares of the merged company.  He will also get an office and
office help for two years, lifetime flight and travel benefits.

Documents filed by AMR with the SEC last week also show that
employees began expressing fears about the merger, according to a
report by Tulsa World.

A transcript of a meeting between Mr. Parker and US Airways
workers on the day of the merger announcement, which was filed
with the SEC shows that the workers are concerned about the
"billion dollars in synergy savings" and how the merger would
impact employee benefits.

Posts on AMR's internal website also show that some employees are
worried about their jobs and company stability, Tulsa World
reported.

An employee in North Carolina wrote company officials on the
internal website that the proximity of some American Airlines and
US Airways operations was cause for concern.

"As someone who just recently moved from Tucson (Ariz.), the
merger scares me," wrote the employee.  "I am settling in and
making my home here at the SERO (reservations center near
Raleigh, N.C.) and I hope the fact that US Air has an office in
Winston-Salem (N.C.) doesn't change the status of our office."

Transport Workers Union 514 President Sam Cirri said there was
"cautious optimism" about the merger because it would eventually
bring changes to the company, Tulsa World reported.

                   AMR Inks Deal With Creditors

In connection with the merger, AMR reached an agreement with
creditors holding about $1.2 billion in claims.

The creditors have agreed to support a restructuring plan
implementing the merger and guaranteeing a minimum distribution
of 3.5% of the stock of the combined companies to AMR's existing
shareholders.  The agreement needs approval by the bankruptcy
court.

The creditors include the so-called ad hoc group of AMR Corp.
creditors, which is comprised of financial institutions and
private investors.  The group is represented by Milbank, Tweed,
Hadley & McCloy, and Houlihan Lokey Inc.

"We are pleased that we have been able to reach an agreement with
AMR regarding a fair and appropriate allocation of value among
AMR stakeholders and believe that such agreement will avoid
significant litigation that might otherwise jeopardize
consummation of the merger," Gerard Uzzi, Milbank's financial
restructuring partner, said in a statement.

              American Airlines, US Airways to Defend
                   Merger Plan on Capitol Hill

American Airlines and US Airways will defend the proposed merger
at a hearing before a subcommittee of the House of
Representatives' Judiciary Committee, according to a February 25
report by Reuters.

An expert on the airline industry will also testify and say that
the deal may well harm consumers.

The Justice Department's Antitrust Division will review the deal
to ensure it complies with antitrust law.  Lawmakers from the
Senate Judiciary subcommittee have also announced plans for a
hearing on the proposed merger, Reuters reported.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.  American
Airlines, American Eagle and the AmericanConnection carrier serve
260 airports in more than 50 countries and territories with, on
average, more than 3,300 daily flights.  The combined network
fleet numbers more than 900 aircraft.  The Company reported a net
loss of $884 million on $18.02 billion of total operating revenues
for the nine months ended Sept. 30, 2011.  AMR recorded a net loss
of $471 million in the year 2010, a net loss of $1.5 billion in
2009, and a net loss of $2.1 billion in 2008.  AMR's balance sheet
at Sept. 30, 2011, showed $24.72 billion in total assets,
$29.55 billion in total liabilities, and a $4.83 billion
stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or  215/945-7000 ).


AMERICAN AIRLINES: Seeks Changes to Trading Restrictions
--------------------------------------------------------
AMR Corp. asked for permission from the U.S. Bankruptcy Court in
Manhattan to make changes to the procedures restricting certain
transfers of interest in AMR common stock, and certain transfers
of claims against the company and its affiliated debtors.

The company wants to revise the procedures to protect the
potential value of its net operating loss carryforwards,
alternative minimum tax credits, and certain other tax
attributes.  The procedures will allow the company to carry over
$7 billion in net operating losses to offset future taxable
income.

The revised procedures apply with respect to the AMR stock and
any options or similar interests to acquire AMR stock, and with
respect to claims against the company and its affiliated debtors.
They impose restrictions and notification requirements to be
effective nunc pro tunc to November 29, 2011, AMR said in a court
filing.

A copy of the proposed order detailing the revised procedures can
be accessed for free at http://is.gd/RmAnFB

A court hearing is scheduled for March 27.  Objections are due by
March 20.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Officials Defend Merger at House Hearing
-----------------------------------------------------------
David Koenig, writing for Bloomberg News, reported that executives
of American Airlines and US Airways told lawmakers Tuesday that
combining their companies will benefit consumers by creating a
tougher competitor for industry giants United and Delta.

Although an American-US Airways merger would create the world's
largest airline, the new American would still have less than 25%
of the U.S. market, the executives said, according to the
Bloomberg report.  Asked directly whether prices would go up with
fewer airlines left, the executives said they didn't know.

Bloomberg related that the executives made the comments at a
hearing of a House antitrust law subcommittee.

American, owned by AMR Corp., and US Airways Group Inc. announced
mid-February that they planned to merge in a deal valued at
$11 billion in stock.  The new airline would be called American
but run by US Airways' CEO Doug Parker.

Two opponents of the merger -- and congressmen sympathetic to
their views -- said they feared that it would lead to higher
prices and less service on routes where American and US Airways
now compete, Bloomberg said.  They said that American was
completing a successful restructuring, US Airways just reported a
record profit, and each would do fine on its own.

AMR general counsel Gary Kennedy and US Airways executive vice
president Stephen Johnson said the companies needed to merge to
compete with United Continental Holdings Inc. and Delta Air Lines
Inc., each of which grew bigger through recent acquisitions,
according to the Bloomberg report.

Bloomberg noted that Congress has no formal role in approving the
merger -- that's up to antitrust regulators in the U.S. Department
of Justice, the federal judge overseeing American's bankruptcy
case and company shareholders.  Lawmakers used the hearing to
detail their positions and, in several cases, to make parochial
pitches for additional service at local airports, according to the
report.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Goulet, Kirby to Lead Merger Integration
-----------------------------------------------------------
Reuters related that US Airways Group Inc. (LCC.N) and American
Airlines, which announced earlier this month that they would merge
to form the world's biggest air carrier, named executives on
Monday to lead their integration team.

Scott Kirby, president of US Airways, and Bev Goulet, chief
restructuring officer at AMR Corp's (AAMRQ.PK) American, will
develop plans so the airlines can start melding as soon as the $11
billion merger closes, expected in the third quarter, the chief
executives of the carriers said in a staff memo, according to the
Reuters report.

Reuters, citing the memo, related that Mr. Kirby, who has been US
Airways president since 2006, had a major role in negotiating with
labor and analyzing the revenue and costs benefits expected from
the merger.  Ms. Goulet, Reuters added, citing the same memo, was
named American chief restructuring officer in December 2011 and
has served as vice president for corporate development at the
carrier since 2002.  She had a prime role in negotiating the
equity splits of 28% for US Airways and 72% for American
stakeholders in the merger.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN MEDIA: SHAPE Web Site Has 250% Hike in Traffic
-------------------------------------------------------
In a presentation to investors, American Media, Inc., disclosed a
38% increase in the Jan/Feb 2013 Issue of its SHAPE NewsStand
Magazine and a 28% increase in ad pages.  The Company recorded an
increase of 250% in visitors for its SHAPE Web site.  The Company
disclosed that actual revenue lost due to Superstorm Sandy is
estimated to be $8 million to $10 million.

As of Feb. 22, 2013, AMI had $5.9 million in cash balance and
$14.6 million available revolver.  The Company estimated EBITDA of
$100 million to $120 million for 2014.

A copy of the presentation is available for free at:

                        http://is.gd/JCMnjA

                       About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a
prepackaged plan. The Debtors emerged from Chapter 11
reorganization in December 2010, handing ownership to former
bondholders.  The new owners include hedge funds Avenue Capital
Group and Angelo Gordon & Co.

The Company's balance sheet at Dec. 31, 2012, showed
$575.72 million in total assets, $656.03 million in total
liabilities, $3 million in redeemable noncontrolling interest, and
a $83.30 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Jan. 22, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Boca Raton, Fla.-
based American Media Inc. to 'CCC+ ' from 'B-'.

"The downgrade conveys our expectation that continued declines in
circulation and advertising revenues will outweigh the company's
cost reductions, resulting in deteriorating operating performance,
rising debt leverage, and thinning discretionary cash flow," said
Standard & Poor's credit analyst Hal Diamond.


AMERICAN REALTY TRUST: Bankruptcy Case Transferred to Dallas
------------------------------------------------------------
The bankruptcy case of American Realty Trust, Inc., has been
transferred from Atlanta to Dallas (Bankr. N.D. Tex. Case No.
13-30891) effective Feb. 22, 2013.

Lenders Atlantic XIII, L.L.C., Atlantic Midwest, L.L.C., David M.
Clapper, Atlantic Limited Partnership XII, and Regional Properties
Limited Partnership sought the transfer of the case because a
lawsuit with the Debtor was pending in Dallas.

The lender group said American Realty Trust's case was filed as a
litigation tactic in a long-running dispute with the Debtor's many
equity holders and subsidiaries pending in the federal courts for
the Northern District of Texas, which has been ongoing for more
than 14 years.  The lawsuits involve numerous bankruptcies and
collateral lawsuits between the parties.

The lender group tried -- but failed -- to dismiss the case on
grounds that the Debtor has no assets and no business that
requires bankruptcy protection, therefore, there is no prospect
for reorganization.

                    About American Realty Trust

Dallas, Texas-based American Realty Trust, Inc., is a subsidiary
of the real estate giant American Realty Investors Inc.  Coping
with a $73 million legal judgment from an apartment purchase that
collapsed more than a decade ago, American Realty Trust, Inc.,
filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-10883)
in Las Vegas on Jan. 26, 2012.  The case was later dismissed on
Aug. 1 by Judge Mike K. Nakagawa.  Creditors David M. Clapper,
Atlantic XIII, LLC, and Atlantic Midwest, LLC, sought the
dismissal, citing, among other things, the Debtor has been
stripped of assets prepetition and its ownership structure changed
10 days before the bankruptcy filing in an admitted effort to
avoid disclosures to the Securities and Exchange Commission.

American Realty Trust then filed for Chapter 11 protection (Bankr.
N.D. Ga. Case No. 12-71453) on Aug. 29, 2012.  Bankruptcy Judge
Barbara Ellis-Monro presides over the case.  Bryan E. Bates, Esq.,
and Gary W. Marsh, Esq. at McKenna Long & Aldridge, LLP represent
the Debtor in its restructuring effort.  The petition was signed
by Steven A. Shelley, vice president.

The Debtor has scheduled assets totaling $79,954,551, comprised
of: (i) real property valued at $87,884; (ii) equity interests in
affiliated entities of an unknown value; and (iii) litigation
claims valued at $79,866,667.  The Debtor has scheduled
liabilities totaling $85,347,587.95, comprised of: (i) $10,437.73
in unsecured priority tax claims; and (ii) unsecured non-priority
claims of $85,336,886.61 (of which at least $77,164,701.14 are
contested litigation claims against the Debtor).


AMF BOWLING: Employs Hilco to Assist in Lease Negotiations
----------------------------------------------------------
AMF Bowling Worldwide, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division, to employ Hilco Real Estate, LLC, effective as of
January 29, 2013.

The Debtors said they need Hilco to assist them in the
negotiations of their leases, and the restructuring, assignment,
sale or termination of those leases in connection with their sale
efforts.

For its services, Hilco will be paid:

   (a) For each restructured lease, Hilco will earn a fee equal to
       an amount equal to the sum of (i) $2,000 and (ii) aggregate
       restructured lease savings multiplied by 4%. In addition,
       Hilco may earn an additional $1,000 for each material non-
       economic modification to the restructured lease.

   (b) For each closing of a transaction in which any lease is
       sold, assumed and assigned, or terminated by the Company,
       Hilco will earn a fee in an amount equal to 4% of gross
       lease proceeds.

   (c) For any lease sold, assumed and assigned, or terminated by
       the Company, if the "cure amount" required to be paid to
       the landlord to cure defaults existing at the time of the
       sale, assumption and assignment, or termination is reduced
       or waived below the "cure amount" that the Company
       reasonably believes is required to cure defaults, Hilco
       will also earn a fee for the waiver or reduction of the
       "cure amount" in an amount equal to 4% of the total amount
       so reduced or waived.

   (d) For any lease sold, assumed and assigned, or terminated,
       Hilco will also earn a fee in an amount equal to 4% of the
       difference between (a) the amount of any claim asserted by
       the landlord for each such lease under Sections 365 or 503
       of the Bankruptcy Code and (b) the amount of any claim as
       paid, reduced, or waived.

   (e) For any lease sold, assumed and assigned, or terminated by
       the Company or any lease rejected by the Company, Hilco
       will earn a fee in an amount equal to 4% of the Value of
       the Total Claim Reduction for each lease.

   (f) Hilco will be paid a fee equal to $400 per hour, plus
       Expenses, for each appearance in the Court and for all
       litigation and litigation preparation.

   (g) Hilco Real Estate will also be entitled to reimbursement of
       reasonable expenses.

Ian S. Fredericks, vice president and assistant general counsel of
Hilco Trading, LLC, the majority owner and managing member of
Hilco Real Estate, LLC, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors or their estates.

                    About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

Debt for borrowed money totals $296 million, including
$216 million on a first-lien term loan and revolving credit,
and $80 million on a second-lien term loan.

Mechanicsville, Virginia-based AMF first filed for bankruptcy
reorganization in July 2001 and emerged with a confirmed Chapter
11 plan in February 2002 by giving unsecured creditors 7.5% of the
new stock.  The bank lenders, owed $625 million, received a
combination of cash, 92.5% of the stock, and $150 million in new
debt.  At the time, AMF had over 500 bowling centers.

Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.

Patrick J. Nash, Jr., Esq., Jeffrey D. Pawlitz, Esq., and Joshua
A. Sussberg, Esq., at Kirkland & Ellis LLP; and Dion W. Hayes,
Esq., John H. Maddock III, Esq., and Sarah B. Boehm, Esq., at
McGuirewoods LLP, serve as the Debtors' counsel.  Moelis & Company
LLC serves as the Debtors' investment banker and financial
advisor.  McKinsey Recovery & Transformation Services U.S., LLC,
serves as the Debtors' restructuring advisor.   Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and
Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and
Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak
Rock LLP, represent the first lien lenders.

An ad hoc group of second lien lenders are represented by Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and
Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP.

The Official Committee of Unsecured Creditors retained Pachulski
Stang Ziehl & Jones LLP as its lead counsel; Christian & Barton,
LLP as its local counsel; and Mesirow Financial Consulting, LLC as
its financial advisors.


APPLIED DNA: Incurs $8.7 Million Net Loss in Dec. 31 Quarter
------------------------------------------------------------
Applied DNA Sciences, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $8.70 million on $317,670 of revenue for the three
months ended Dec. 31, 2012, as compared with a net loss of $2.41
million on $516,904 of revenue for the same period during the
prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.62 million
in total assets, $8.32 million in total liabilities and a
$6.69 million total stockholders' deficit.

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

                         http://is.gd/grfuSo

                          About Applied DNA

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.  The Company's shares of common
stock are quoted on the OTC Bulletin Board under the symbol
"APDN."

Applied DNA incurred a net loss of $7.15 million for the
year ended Sept. 30, 2012, compared with a net loss of $10.51
million for the year ended Sept. 30, 2011.


ARCHDIOCESE OF MILWAUKEE: Dist. Court to Hear Suit v. Insurers
--------------------------------------------------------------
A lawsuit commenced by the Archdiocese of Milwaukee and two other
plaintiffs against Stonewall Insurance Company and a group of
companies referred to as the London Market Insurers, will proceed
in district court after the insurers won a District Court order
withdrawing bankruptcy court reference of the case.

On Nov. 13, 2012, the Archdiocese, along with additional
plaintiffs Donald Marshall and Dean Weissmuller, filed the
complaint against Stonewall and the London Market Insurers seeking
declarations that the insurance policies at issue provide coverage
for the fraud claims against the Archdiocese.  Stonewall and LMI
move to withdraw the reference of the lawsuit from the bankruptcy
court, asserting their right to a jury trial before an Article III
judge.  The plaintiffs concede that the case should not be
withdrawn until it is "trial-ready," allowing Bankruptcy Judge
Susan V. Kelley to handle proceedings up until that point.

The case is, ARCHDIOCESE OF MILWAUKEE, Plaintiff, and DONALD
MARSHALL, DEAN WEISSMULLER, Additional Plaintiffs, v. STONEWALL
INSURANCE COMPANY, CERTAIN UNDERWRITERS AT LLOYD'S, LONDON, et
al., Defendants and Counterclaimants, Adv. Proc. No. 12-02835-SVK
(Bankr. E.D. Wis.); and Case No. 13-C-58., 13-C-60 (E.D. Wis.).

A copy of District Judge Rudolph T. Randa's Feb. 22, 2013 Decision
and Order is available at http://is.gd/klcRL7from Leagle.com.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


AVIS BUDGET: S&P Assigns 'B' Rating to EUR250MM Notes Due 2021
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B' rating to Avis Budget Finance plc's EUR250 million notes due
2021.  The issuer is an indirect subsidiary of Parsippany, N.J.-
based car and truck renter Avis Budget Group Inc., which
guarantees the notes.  The recovery rating is '5', indicating
S&P's expectation that lenders would receive modest (10%-30%)
recovery in a payment default scenario.  The company will use
proceeds to partially fund the acquisition of car sharer Zipcar
Inc., which Avis Budget announced that it would acquire on
Jan. 2, 2013.

"Our ratings on Avis Budget (parent of the Avis and Budget car
rental brands and the Budget consumer truck rental brand) reflect
the company's "aggressive" financial profile, the price
competitive and cyclical nature of on-airport car rentals, and a
significant amount of secured assets.  The ratings also
incorporate the company's position as one of the largest global
car rental companies, the relatively stable cash flow the business
generates, and Standard & Poor's expectation that Avis Budget's
operating performance will continue to improve.  The Zipcar
acquisition, for approximately $500 million, will be financed
primarily with debt.  Based on the incremental debt and synergies,
we expect the company's credit metrics to weaken only modestly,"
S&P said.

"The outlook is stable.  We expect Avis Budget's credit metrics to
improve from 2012 levels.  Over the next year, we expect EBITDA
interest coverage to increase to the low-4x area from 3.7x for the
12 months ended Sept. 30, 2012; funds from operations to debt to
be about 20% from 19%; and debt to EBITDA to decline to the mid-4x
area from 5.1x due to stronger revenues and cash flow offsetting
the incremental debt.  We could raise the ratings if benefits from
the integration of Avis Europe exceed our expectations and
continue into 2013, or operating performance in Europe is stronger
than expected, resulting in the adjusted EBIT margin improving to
greater than 15% over a sustained period.  We also believe a
downgrade is unlikely, but we could take such an action if
industry conditions weaken and integration benefits are not
realized, or economic conditions in Europe are weaker than
expected, causing the adjusted EBIT margin to decline to below 10%
and funds from operations to debt to fall below the mid-teens
percent area on a sustained basis," S&P added.

RATINGS LIST

Avis Budget Group Inc.
Corporate Credit Rating        B+/Stable/--

New Ratings

Avis Budget Finance plc
EUR250 mil notes due 2021      B
  Recovery Rating               5


AVON PRODUCTS: Fitch Lowers Issuer Default Rating to 'BB+'
----------------------------------------------------------
Fitch Ratings has downgraded Avon Products, Inc.'s and its
subsidiary's rating as follows:

Avon Products, Inc:
-- Long-term Issuer Default Rating (IDR) to 'BB+' from 'BBB-';
-- Short-term IDR to 'B' from 'F3';
-- Commercial Paper program to 'B' from F3';
-- Bank credit facility to 'BB+' from 'BBB-';
-- Bank Term Loan to 'BB+' from 'BBB-';
-- Senior unsecured notes to 'BB+' from 'BBB-'.

Avon Capital Corporation:
-- Short-term IDR to 'B' from 'F3';
-- Commercial Paper program to 'B' from 'F3'

The Rating Outlook for Avon and Avon Capital Corporation has been
revised to Stable from Negative.

KEY RATING DRIVERS:

The downgrade of Avon's ratings is due to a confluence of factors
which are not representative of an investment-grade profile. These
factors include the combination of a continued decline in U.S.
revenues, lack of sustainable operating income growth in key
international markets, and weakened credit protection measures.
The likely need to use a substantial portion of offshore cash
balances to repurchase debt and substantial levels of
restructuring which could continue in the near term also triggered
the downgrade.

Fitch recognizes that while there were some early signs of
stabilization in Avon's Latin American and European segments which
generate almost 90% of operating earnings before corporate
overhead, it is too early to ascertain its sustainability. The
emerging markets have proven to be a strong base of operations for
the direct-selling distribution model; however, the level of
competition has increased with marketers such as L'Oreal
accelerating their investments in the region. Both Natura
Cosmeticos S.A. and Avon have commented about the high level of
competition in Brazil in the past several years. Given the
increased presence of large multinational beauty care companies
and further maturation of the emerging markets, Fitch believes
that Avon is likely to find it more difficult to return to
sustainable growth and that longer-term operating margin expansion
may be limited.

Additional factors such as lost market share and the need for
additional investments to improve Avon's operations are also part
of the consideration in the downgrade. Avon has lost market share
in growth markets such as Brazil and China. Further, the U.S., a
major market representing 18% of 2012's revenues, is continuing to
decline at a rapid pace in both representative count and volume.
Avon may need to keep representative incentives high in the U.S.
and Brazil and spend additional capital to stabilize the U.S and
Asia Pacific segments. The performance of these segments has been
a drag on the company's performance for a number of years. Fitch
does not see a meaningful turnaround in the near term.

The Stable Outlook is due to Avon's adequate liquidity and its
plan to address its capital structure, which should allow
management more time to execute its strategic goals. Fitch is
encouraged by a number of the company's recent announcements or
results. First, Avon cut its dividend by almost 75%, a deeper
level than Fitch expected. While 2012's free cash flow (FCF)
remained negative at $2 million, reducing the dividend outlay by
$300 million should result in positive FCF in 2013 even if the
company's financial performance were to remain flat. Nonetheless,
FCF is benefitting from the dividend cut and working capital
improvements, while cash flow from operations continued a four-
year decline from $782 million to $556 million at the end of 2012.
Second, the company was able to reduce debt by more than $110
million year over year given $337 million of FCF in the fourth
quarter.

Financial Performance:
Consolidated revenues were essentially flat at $10.7 billion
excluding a 5% drag from negative foreign exchange. Sales in Latin
America increased 5% on a constant currency basis while sales in
North America, Asia Pacific, and EMEA (Europe, Middle East, and
Africa) declined 8%, 5%, and 1%, respectively. Consolidated
adjusted EBIT margins (excluding impairments and restructuring
charges) increased almost sequentially during the year from 3.8%
to 9.2%. After years of leverage creep to a peak of approximately
3.5x in mid-2012, Avon's leverage tracked down modestly to 3.2x.

Liquidity and Financial Flexibility:
Avon announced that it has notified the holders of its $535
million privately placed notes that it will redeem those notes and
make a required make-whole premium of approximately $65 million by
the end of March 2013. The company cited that it is able to fund
the redemption from cash on hand overseas. The company is also
renegotiating its $1 billion revolving credit which is scheduled
to mature in November 2013. Fitch expects that the company will be
able to secure a new credit agreement. The public debt markets are
also quite liquid and Avon should be able to refinance its near-
term debt maturities. The company has $250 million 4.8% notes due
March 1, 2013, $125 million 4.625% notes due May 13, 2013 and a
5.75%, $500 million notes due March 1, 2014. There is also a $137
million amortization on the term loan due this year.

RATINGS SENSITIVITIES:

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

Although a positive rating action is not likely in the next 18
months, leverage in the low- to mid-2x range due to a restoration
of consistent growth in Avon's major markets, a meaningful
increase in operating earnings and cash flow, or greater than
expected debt reduction, could lead to consideration of an
upgrade. Generating FCF in excess of $200 million annually would
also be viewed positively.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action:

Leverage maintained over 3x and diminishing FCF due to further
deterioration of its base business, indicated by declining sales
and margins in key geographical segments, or increased debt levels
could result in a downgrade. Declining volumes and sales
representative count in the key market of Latin America and Europe
would also be viewed negatively.


BERRY PLASTICS: Lord Abbett Discloses 5% Equity Stake at Dec. 31
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Lord, Abbett & Co. LLC disclosed that, as of Dec. 31,
2012, it beneficially owns 5,819,570 shares of common stock of
Berry Plastics representing 5.16% of the shares outstanding.  A
copy of the filing is available at http://is.gd/FfU2lO

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100% of the
capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

The Company's balance sheet at Dec. 29, 2012, showed $5.05 billion
in total assets, $5.36 billion in total liabilities and a $313
million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BERRY PLASTICS: Apollo Discloses 59.2% Equity Stake at Dec. 31
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Apollo Management Holdings GP, LLC, and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
66,915,477 shares of common stock of Berry Plastics Group, Inc.,
representing 59.2% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/P567RL

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100% of the
capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

The Company's balance sheet at Dec. 29, 2012, showed $5.05 billion
in total assets, $5.36 billion in total liabilities and a $313
million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BERNARD L. MADOFF: Merkin to Receive Part of $410MM Settlement
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that J. Ezra Merkin, an associate of Bernard Madoff, will
receive part of a $410 million settlement under an agreement that
New York Attorney General Eric Schneiderman and Irving Picard, the
trustee for Bernard L. Madoff Investment Securities LLC, are
keeping secret.  The money earmarked for Merkin won't be going to
customers whose money was stolen in the largest U.S. Ponzi scheme.

The report notes Mr. Merkin's portion is secret because U.S.
District Judge Jed Rakoff in New York directed that the settlement
agreement be held under seal.

"Some of the money will be utilized to defend against or settle
claims by the trustee against the funds and Merkin,"
Mr. Schneiderman disclosed in a filing with Judge Rakoff, without
giving details or amounts.  The payment is part of a settlement
Mr. Schneiderman negotiated in June with Mr. Merkin, who ran
feeder funds that funneled billions into Madoff's Ponzi scheme.

According to the report, Mr. Picard, who opposes the settlement,
wrote in a Feb. 21 court filing that "The fact that Madoff could
be a fraud, and specifically a Ponzi scheme, was clear to Merkin."
When first announcing the settlement in June, Mr. Schneiderman
said Mr. Merkin received "hundreds of millions dollars in
management fees" in return for feeding Madoff new investors.

When the settlement was first announced, Mr. Schneiderman said he
"recovered over $400 million for the investors." In papers filed
with Judge Rakoff on Jan. 25, the Attorney General said "most" of
the $410 million will go to investors in Mr. Merkin's feeder
funds.  Mr. Schneiderman made his statement after giving the
trustee a redacted copy of the settlement agreement, according to
a court filing.  In a later court filing, Mr. Picard referred to
the money as a "Merkin defense war chest."

The report relates that the settlement negotiated by
Mr. Schneiderman will allow Mr. Merkin to use money stolen from
customers in fending off suits where Mr. Picard is trying to
recover $500 million from Mr. Merkin, the trustee said in a
Feb. 21 filing in Judge Rakoff's court.  Mr. Picard is precluded
by a confidentiality agreement from disclosing the amount of the
war chest, Mr. Picard's spokeswoman Amanda Remus said in an
e-mailed statement to Bloomberg.

Judge Rakoff's Feb. 25 sealing order allows the disputes in his
court to go forward without publicly disclosing the terms of
settlement or even saying how much goes to Mr. Merkin's war chest.

Mr. Picard and the Securities Investor Protection Corp. said in
e-mailed statements they both believe the settlement agreement
should be made public.  SIPC "supports public airing of settlement
agreements," General Counsel Josephine Wang said in an e-mailed
statement.  When asked why the trustee agreed to the sealing of
the agreement while saying he is opposed to secrecy, Remus,
Picard's spokeswoman, said "it was the only way we could submit
the agreement to the court without incurring significant delay."

Before a document like a $410 million settlement is sealed, there
should be an explanation "on the public record that there is a
compelling interest," Gregg Leslie from the Reporters' Committee
for Freedom of the Press said in an interview.

The dispute ended up in Judge Rakoff's court after Mr. Picard
filed suit last year in bankruptcy court following
Mr. Schneiderman's announcement of the settlement.  Mr. Picard
contends he's entitled to first recoveries from Merkin and his
funds because the money to be paid in the settlement was all
stolen from Madoff customers.  Mr. Picard says his recoveries will
go to all Madoff victims, not just those injured by Mr. Merkin.

Judge Rakoff took the suit out of bankruptcy court, saying the
judge in the lower court doesn't have legal competence to decide
threshold issues.  There will be a hearing in Judge Rakoff's court
on March 12 to decide if Mr. Picard can stop the settlement from
going through in state court.

The dispute with Schneiderman in district Court is Picard
v. Schneiderman, 12-cv-06733, U.S. District Court, Southern
District of New York (Manhattan). The lawsuit with Schneiderman
in bankruptcy court is Picard v. Schneiderman, 12-01778, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)


BOOMERANG SYSTEMS: Incurs $2.5 Million Net Loss in Dec. 31 Qtr.
---------------------------------------------------------------
Boomerang Systems, Inc., reported a net loss of $2.54 million on
$346,912 of total revenues for the three months ended Dec. 31,
2012, as compared with a net loss of $3 million on $201,779 of
total revenues for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $7.32 million
in total assets, $22.96 million in total liabilities and a
$15.63 million total stockholders' deficit.

A copy of the Form 10-Q filed with the U.S. Securities and
Exchange Commission is available for free at http://is.gd/gG4Q8u

                      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.

Boomerang incurred a net loss of $17.42 million for the fiscal
year ended Sept. 30, 2012, compared with a net loss of $19.10
million during the prior year.

                         Bankruptcy Warning

"Our operations may not generate sufficient cash to enable us to
service our debt.  If we were to fail to make any required payment
under the notes and agreements governing our indebtedness or fail
to comply with the covenants contained in the notes and
agreements, we would be in default.  Our debt holders would have
the ability to require that we immediately pay all outstanding
indebtedness.  If the debt holders were to require immediate
payment, we might not have sufficient assets to satisfy our
obligations under the notes or our other indebtedness.  In such
event, we could be forced to seek protection under bankruptcy
laws, which could have a material adverse effect on our existing
contracts and our ability to procure new contracts as well as our
ability to recruit and/or retain employees.  Accordingly, a
default could have a significant adverse effect on the market
value and marketability of our common stock," the Company said in
its annual report for the year ended Sept. 30, 2012.


BRENT MIDDLETON: Must File Plan by April 8 or Face Dismissal
------------------------------------------------------------
Chief Judge William T. Thurman directed Brent James Middleton to:

     1) file a Disclosure Statement and Plan by April 8, 2013;

     2) obtain confirmation of a Plan by July 8, 2013;

     3) bring the payment of quarterly fees owing to the U.S.
        Trustee current by March 15, 2013 and not be more than
        10 days delinquent in the future; and

     4) bring the filing of monthly operating reports current by
        March 15, 2013, and not be more than 10 days delinquent in
        the future.

If the Debtor fails to fully comply with any of the deadlines, the
case will be converted to a case under Chapter 7 of the Bankruptcy
Code or dismissed based upon a declaration of the United States
Trustee, and without further notice or hearing.

The Court made the ruling after a status conference hearing on
Feb. 20, 2013 at 10:30 a.m.

A copy of the Court's Feb. 21, 2013 Order is available at
http://is.gd/0l5Yg1from Leagle.com.

Brent James Middleton filed for Chapter 11 bankruptcy (Bankr. D.
Utah Case No. 12-28933) on July 11, 2012.


BRICKMAN GROUP: S&P Affirms 'B' CCR & Revises Outlook to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Maryland-based Brickman Group Holdings Inc. and
revised the outlook to stable from negative.

At the same time, S&P affirmed its 'B+' issue-level rating on the
company's senior secured debt facilities, and S&P's 'CCC+' rating
on the company's senior unsecured notes.  The recovery ratings
remain '2' and '6', respectively, indicating S&P's expectation for
substantial (70% to 90%) recovery for senior secured lenders and
negligible (0% to 10%) recovery for noteholders in the event of a
payment default.

"The company should be able to modestly increase profitability and
improve credit measures, including leverage in the 6x area over
the next year," said Standard & Poor's credit analyst Linda
Phelps. "In particular, we believe more normalized weather
patterns and modest growth of the landscape maintenance segment
will lead to improved profitability in 2013."

Standard & Poor's ratings on Brickman reflect S&P's view that the
landscape maintenance company's financial risk profile continues
to be "highly leveraged;" specifically, S&P's view that the
company will continue to have a very aggressive financial policy
and weak credit metrics.  In addition, S&P continues to
characterize the company's business risk profile as "weak,"
incorporating its assessment that the company's business focus
will remain narrow, it will continue to be vulnerable to changes
in weather and the economy, and S&P's opinion that the landscaping
sector's barriers to entry will remain low, especially at the
local level.  S&P's business risk assessment also incorporates the
company's good market position within the highly fragmented
commercial landscape maintenance service market.  (Note: Brickman
Group Holdings Inc. is a private company, and does not publicly
disclose financial data.)


BROADCAST INTERNATIONAL: T. Sandell Holds 1% Stake at Dec. 31
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Thomas E. Sandell and his affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
1,071,057 shares of common stock of Broadcast International, Inc.,
representing 1% of the shares outstanding.  A copy of the filing
is available for free at http://is.gd/C5OkGv

                   About Broadcast International

Based in Salt Lake City, Broadcast International, Inc., installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company reported net income of $1.30 million in 2011, compared
with a net loss of $18.66 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.15 million in total assets, $9.45 million in total liabilities,
and a $6.30 million total stockholders' deficit.


BROADCAST INTERNATIONAL: Gem Partners Holds 9% Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Gem Partners, LP, and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
10,799,999 shares of common stock of Broadcast International,
Inc., representing 9.4% of the shares outstanding.  Gem Partners
previously reported beneficial ownership of 7,892,788 common
shares or a 9.9% equity stake as of Dec. 31, 2011.  A copy of the
amended filing is available for free at http://is.gd/aaHyiX

                   About Broadcast International

Based in Salt Lake City, Broadcast International, Inc., installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company reported net income of $1.30 million in 2011, compared
with a net loss of $18.66 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.15 million in total assets, $9.45 million in total liabilities,
and a $6.30 million total stockholders' deficit.


BROADCAST INTERNATIONAL: ACT Capital Has 6% Stake at Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, ACT Capital Management, LLLP, and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 6,806,129 shares of common stock of Broadcast International,
Inc., representing 6.2% of the shares outstanding.  ACT Capital
previously reported beneficial ownership of 3,916,379 common
shares or a 5.1% equity stake as of Dec. 31, 2011.  A copy of the
amended filing is available at http://is.gd/wfHTAS

                   About Broadcast International

Based in Salt Lake City, Broadcast International, Inc., installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company reported net income of $1.30 million in 2011, compared
with a net loss of $18.66 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$3.15 million in total assets, $9.45 million in total liabilities,
and a $6.30 million total stockholders' deficit.


CAMBRIDGE HEART: Osiris Investment Has 13% Stake at Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Osiris Investment Partners, L.P., and its
affiliates disclosed that, as of Dec. 31, 2012, they beneficially
own 15,449,554 shares of common stock of Cambridge Heart, Inc.,
representing 13.8% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/3nkBVk

                        About Cambridge Heart

Tewksbury, Mass.-based Cambridge Heart, Inc., is engaged in the
research, development and commercialization of products for the
non-invasive diagnosis of cardiac disease.

In its report on the financial statements for the year ended
Dec. 31, 2011, McGladrey & Pullen, LLP, in Boston, Massachusetts,
expressed substantial doubt about Cambridge Heart's ability to
continue as a going concern.  The independent auditors noted that
of the Company's recurring losses, inability to generate positive
cash flows from operations, and liquidity uncertainties from
operations.

The Company reported a net loss of $5.40 million in 2011, compared
with a net loss of $5.17 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.25
million in total assets, $5.51 million in total liabilities,
$12.74 million in convertible preferred stock, and a $17 million
total stockholders' deficit.


CATASYS INC: Terren Peizer Stake Hiked to 72% as of Dec. 4
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Terren S. Peizer and his affiliates disclosed
that, as of Dec. 4, 2012, they beneficially own 138,083,951 shares
of common stock of Catasys, Inc., representing 72.43% of the
shares outstanding.  Mr. Peizer previously reported beneficial
ownership of 66,655,379 common shares or a 61.84% equity stake a
of Sept. 13, 2012.  A copy of the amended filing is available for
free at http://is.gd/CwoyJ5

                        About Catasys Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

In its auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Rose, Snyder & Jacobs
LLP, in Encino, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and negative cash flows from operations during the year
ended Dec. 31, 2011.

The Company reported a net loss of $8.12 million in 2011, compared
with a net loss of $19.99 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $3.67
million in total assets, $11.88 million in total liabilities and a
$8.21 million total stockholders' deficit.

                         Bankruptcy Warning

As of Nov. 14, 2012, the Company had a balance of approximately
$657,000 cash on hand.  The Company had working capital deficit of
approximately $2.2 million at Sept. 30, 2012.  The Company has
incurred significant net losses and negative operating cash flows
since its inception.  The Company could continue to incur negative
cash flows and net losses for the next twelve months.  The
Company's current cash burn rate is approximately $450,000 per
month, excluding non-current accrued liability payments.  The
Company expects its current cash resources to cover expenses into
December 2012, however delays in cash collections, fees, or
unforeseen expenditures, could impact this estimate.  The Company
will need to immediately obtain additional capital and there is no
assurance that additional capital can be raised in an amount which
is sufficient for the Company or on terms favorable to its
stockholders, if at all.

"If we do not immediately obtain additional capital, there is a
significant doubt as to whether we can continue to operate as a
going concern and we will need to curtail or cease operations or
seek bankruptcy relief.  If we discontinue operations, we may not
have sufficient funds to pay any amounts to stockholders."


COFFEE REGIONAL: S&P Lowers Rating on $35.6-Mil. Bonds to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Service said that it lowered its long-
term rating to 'BB-' from 'BBB-' on Coffee County Hospital
Authority, Ga.'s $35.6 million series 2004 hospital revenue
refunding bonds, issued for Coffee Regional Medical Center Inc.
The outlook is stable.

"The downgrade reflects our view of the medical center's
significantly wider operating loss in fiscal 2012, diminished
unrestricted reserves, and lack of a clearly articulated recovery
plan," said Standard & Poor's credit analyst Liz Sweeney.  The
weak operations primarily reflect losses at its physician
practices and high bad debt expenses that stem from a challenging
local economy.

The 'BB-' rating reflects S&P's assessment of the medical
center's:

   -- Negative operating history, with fiscal years 2012
      (unaudited) and 2011 (audited) ending with operating margins
      of negative 7.8% and negative1.9%, respectively

   -- Very low maximum annual debt service (MADS) coverage at
      0.03x for fiscal 2012, as calculated by Standard & Poor's;

   -- Declining unrestricted reserves, which fell by 23% in fiscal
      2012, ending the year at 72 days' cash and 61% of long-term
      debt as of Dec. 31, 2012;

   -- High reliance on key admitting physicians, with the top 10
      admitting physicians bringing in about 65% of the inpatient
      volumes; and

   -- Inherent risks associated with operating a small, rural
      facility, with below-average demographic characteristics and
      larger competitors in the broader region.

Partially offsetting the above credit factors are Coffee
Regional's solid business position in its primary service area as
the only acute-care provider in Coffee County, conservative debt
profile with all fixed-rate bonds, lack of a defined-benefit
pension plan, and adequate unrestricted reserves for the new
rating level.

"The stable outlook reflects our expectation that unrestricted
reserves will be sufficient to support operating losses at the
budgeted amount for 2013 and provide a modest cushion as it works
through operational challenges in 2014," added Ms. Sweeney.


COMSTOCK MINING: Posts Full NI 43-101 Technical Report
------------------------------------------------------
Comstock Mining Inc. made available the full text of its fourth
National Instrument 43-101 (NI 43-101) technical report authored
by Behre Dolbear & Company (USA), Inc., of Denver Colorado.  The
full Report has been posted to the Company's Web site:
http://www.comstockmining.com/properties/technical-reports. In
addition, the executive summary has been furnished on Form 8-K to
the SEC, a copy of which is available at http://is.gd/mcfaGG

The Report declared a mineral resource estimate of Measured and
Indicated Resources containing 1,824,000 ounces of gold and
17,100,000 ounces of silver, for a total of 2,150,000 gold
equivalent ounces, and an estimate of an Inferred Resource
containing an additional 870,000 gold equivalent ounces.  These
estimates include the Chute Zone, recently identified in late
2012.  The Report also includes an additional 200,000 gold
equivalent ounces outside the modeled area, in the Historical
Resource Category.

The technical advancements of this project, as detailed in this
Report, are remarkable from both a quantitative and qualitative
perspective, including exploration discoveries, positive
metallurgical characteristics, refined geological interpretations,
overall geologic model enhancements and significant progress on
mining and processing.  The following excerpts authored by Behre
Dolbear highlight some of the more pertinent:

"The author believes the Comstock Mine Project represents a well-
explored, epithermal, precious metal deposit within a world-class
mining district... The geology of the project area is well
described and understood through vigorous surface mapping and
drill hole logging.  The density of geologic data is high, and the
reliability is excellent, particularly in the various Lucerne Mine
areas."

"Due to its bonanza grades and major production of gold and silver
ores,...the world-class Comstock District is well represented in
the geologic literature... Nonetheless, as CMI continues its
detailed exploration mapping, close-spaced drilling, and initial
mine production, new details have emerged that have significantly
influenced the understanding of the local and regional geology."

"Where the northeast striking faults intersect the Silver City
fault zone, mineralization thickens and grade increases."

"A significant discovery of higher-grade mineralization, termed by
CMI geologists as the Chute zone, was discovered through the East
Side drilling in 2012... This intersection zone hosts elevated
grades of gold and silver that consistently average 0.095 ounces
of gold per ton (3 g/t) over drill intercepts of 50 to 270 feet
and has mapped dimensions of 100 to 150 feet by 100 feet by 450
feet."

"Based upon the structural controls of the newly discovered
higher-grade Chute zone, CMI has recognized structural
similarities in higher-grade zones at Dayton and other mineralized
areas within the CMI property position.  Expectations are high
that further drilling at the appropriate azimuth will allow for
important extensions to these higher-grade zones."

"Substantial resources have been identified to the south at the
Dayton property and encouraging exploration results have been
received at Spring Valley..."

"The current calculated metallurgical recoveries are approaching
the predicted gold recovery and have exceeded the predicted silver
recovery.  The portion of the heap under leach for the longest, 80
days, has the recovery of gold estimated at 67% and the recovery
of silver is estimated at 51%.  Preliminary laboratory
metallurgical test results provide CMI confidence that ultimate
heap leach recoveries will meet or exceed the predicted 70% for
gold and 45% for silver."

"The author further verified that the average gold and silver
grades summarized for the Lucerne resource table (0.030 ounce per
ton and 0.286 ounce per ton, respectively) and CMI's forecasts of
future operating costs should result in a strong profit margin for
the Lucerne Mine operations at current metal prices."

"Forecast operating costs were also compared with the very
preliminary results from the first three months of actual
operations, and are considered by the author to be in reasonable
agreement."

Although the primary goal of the 2012 drill program was definition
drilling for the mine plan, discovery of the East-side Chute Zone
and the 25% increase of Measured and Indicated Resource in Lucerne
from the Company's previous NI 43-101 dated September 2011 (at a
discovery cost of $13.15 per ounce) highlight the additional
results.

"This Report lifts our project into another category of
achievement," stated Comstock's President and CEO Corrado De
Gasperis.  "When ranked against all the 1 million-plus gold
deposits in the world, only 189 such deposits are identified and
producing in the world, putting us in an outstanding peer
grouping."

Further contextual analysis will be offered, later this week, on
the CEO Blog: http://www.comstockmining.com/corporate/ceo-blog

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company reported a net loss of $11.61 million in 2011,
compared with a net loss of $60.32 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $42.15
million in total assets, $29.95 million in total liabilities and
$12.19 million in total stockholders' equity.


CONFORCE INTERNATIONAL: Amends Annual Report for Fiscal 2012
------------------------------------------------------------
Conforce International, Inc., filed with the U.S. Securities and
Exchange Commission an amendment to its annual report on Form 10-K
for the fiscal year ended March 31, 2012.  The amendment did not
affect the Company's loss and revenues for the period.  The
amendment also had no effects on the Company's balance sheet.  A
copy of the amended Form 10-K is available at http://is.gd/Jw83iC

                          Delays Form 10-Q

The Company's quarterly report on Form 10-Q could not be filed
within the prescribed time period due to the Company and its
accountants requiring additional time to prepare and review the
financial statements of the Registrant for the period ended
Dec. 31, 2012.  That delay could not be eliminated by the Company
without unreasonable effort and expense.  In accordance with Rule
12b-25 of the Securities Exchange Act of 1934, the Company will
file its Form 10-Q no later than the 5th calendar day following
the prescribed due date.

                     About Conforce International

Headquartered in Concord, Ontario, Canada, Conforce International,
Inc., has been in the shipping container business repairing,
selling or storing containers for over 25 years.  The Company has
been engaged in the research and development of a polymer based
composite shipping container and highway trailer flooring product.
As a result, the Company has developed EKO-FLOR.  The Company is
now outfitting its new manufacturing facility in Peru, Indiana for
the production of EKO-FLOR for the North American highway trailer
market.

BDO Canada, LLP, issued a going concern qualification on the
consolidated financial statements for the fiscal year ended
March 31, 2012.  The independent auditors noted that the Company
has incurred recurring losses and its ability to continue as a
going concern will depend on its ability to generate positive cash
flows from operations or secure additional financing.  The Company
said there can be no assurance that its activities will be
successful or sufficient and these conditions raise substantial
doubt about the Company's ability to continue as a going concern.

Conforce reported a net loss of US$3.81 million for the fiscal
year ended March 31, 2012, compared with a net loss of
US$2.11 million during the prior fiscal year.

The Company's balance sheet at Sept. 30, 2012, showed US$3.76
million in total assets, US$2 million in total liabilities and
US$1.76 million in shareholders' equity.


CONFORCE INTERNATIONAL: JC Clark Holds 1% Stake at Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, JC Clark Adaly Fund and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
2,690,000 shares of common stock of Conforce International, Inc.,
representing 1.7% of the shares outstanding.  A copy of the filing
is available for free at http://is.gd/LGGNxB

                    About Conforce International

Headquartered in Concord, Ontario, Canada, Conforce International,
Inc., has been in the shipping container business repairing,
selling or storing containers for over 25 years.  The Company has
been engaged in the research and development of a polymer based
composite shipping container and highway trailer flooring product.
As a result, the Company has developed EKO-FLOR.  The Company is
now outfitting its new manufacturing facility in Peru, Indiana for
the production of EKO-FLOR for the North American highway trailer
market.

BDO Canada, LLP, issued a going concern qualification on the
consolidated financial statements for the fiscal year ended
March 31, 2012.  The independent auditors noted that the Company
has incurred recurring losses and its ability to continue as a
going concern will depend on its ability to generate positive cash
flows from operations or secure additional financing.  The Company
said there can be no assurance that its activities will be
successful or sufficient and these conditions raise substantial
doubt about the Company's ability to continue as a going concern.

Conforce reported a net loss of US$3.81 million for the fiscal
year ended March 31, 2012, compared with a net loss of
US$2.11 million during the prior fiscal year.

The Company's balance sheet at Sept. 30, 2012, showed US$3.76
million in total assets, US$2 million in total liabilities and
US$1.76 million in shareholders' equity.


CRYOPORT INC: Incurs $1.5 Million Net Loss in Dec. 31 Quarter
-------------------------------------------------------------
CryoPort, 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 $307,153 of net revenues for the three months
ended Dec. 31, 2012, as compared with a net loss of $2.07 million
on $144,252 of net revenues for the same period during the prior
year.

For the nine months ended Dec. 31, 2012, the Company incurred a
net loss of $4.66 million on $732,049 of net revenues, as compared
with a net loss of $6.16 million on $378,718 of net revenues for
the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $1.73 million
in total assets, $2.28 million in total liabilities and a $550,726
total stockholders' deficit.

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

                        http://is.gd/GWTjdp

                          About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

As reported in the TCR on June 29, 2012, KMJ Corbin & Company LLP,
in Costa Mesa, California, expressed substantial doubt about
CryoPort's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses and has had negative cash flows from operations
since inception.  "Although the Company has working capital of
$4,024,120 and cash & cash equivalents of $4,617,535 at March 31,
2012, management has estimated that cash on hand, which include
proceeds from the offering received in the fourth quarter of
fiscal 2012, will only be sufficient to allow the Company to
continue its operations only into the fourth quarter of fiscal
2013.  These matters raise substantial doubt about the Company's
ability to continue as a going concern."


CRYOPORT INC: Deerfield Mgmt Discloses 4% Equity Stake at Dec. 31
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Deerfield Mgmt, L.P., and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
1,818,182 shares of common stock of CryoPort, Inc., representing
4.59% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/nAwCJS

                           About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

As reported in the TCR on June 29, 2012, KMJ Corbin & Company LLP,
in Costa Mesa, California, expressed substantial doubt about
CryoPort's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses and has had negative cash flows from operations
since inception.  "Although the Company has working capital of
$4,024,120 and cash & cash equivalents of $4,617,535 at March 31,
2012, management has estimated that cash on hand, which include
proceeds from the offering received in the fourth quarter of
fiscal 2012, will only be sufficient to allow the Company to
continue its operations only into the fourth quarter of fiscal
2013.  These matters raise substantial doubt about the Company's
ability to continue as a going concern."

The Company's balance sheet at Sept. 30, 2012, showed $2.8 million
in total assets, $2.0 million in total liabilities, and
stockholders' equity of $776,493.


DETROIT, MI: Better Off With Manager Than Ch. 9, Says Treasurer
---------------------------------------------------------------
Brian Chappatta, writing for Bloomberg News, reported that
Detroit, hometown of General Motors Co. (GM), would gain more by
having a state-appointed financial manager than by entering
bankruptcy, Michigan Treasurer Andy Dillon said.

Republican Governor Rick Snyder, who appointed Dillon, will decide
within two weeks on naming an emergency manager for Detroit, the
state's most populous city, Bloomberg related. It would join
municipalities including Flint, Pontiac and Allen Park that have
surrendered control to appointed officials. No Michigan localities
have sought protection under Chapter 9 of the U.S. bankruptcy
code.

"What can be done in a Chapter 9 can be done outside of a Chapter
9, so why would you go there if you didn't have to?" Mr. Dillon
said in an interview before speaking at a conference in Fort
Lauderdale, Florida, sponsored by the Bond Buyer newspaper,
according to Bloomberg.  "There's not a clear path of
predictability."

According to Bloomberg, the interest rate on some city debt fell
after Dillon's comments.

An emergency manager would probably need to oversee Detroit for
less than two years, Mr. Dillon said during a presentation,
Bloomberg related.  A state appointee would be met "without a lot
of consternation" from the city, he said.


DEWEY & LEBOEUF: Plan of Liquidation Approved
---------------------------------------------
Bankruptcy Judge Martin Glenn at Wednesday's hearing approved the
liquidation plan for Dewey & LeBoeuf LLP, according to reporting
by Jennifer Smith, writing for The Wall Street Journal.

WSJ notes the unwinding of the defunct New York law firm has
proceeded at a swift clip compared with previous law-firm
bankruptcies, which typically drag on for years.  In the ensuing
nine months since the bankruptcy filing, Dewey's bankruptcy
advisers pressed clients to pay outstanding legal bills, sold off
assets and art, and brokered a $71.5 million settlement with
former partners to help pay off its lenders, landlords and trade
creditors, who have filed more than $550 million in claims, not
all of which will likely be recovered.

"We gained the critical mass, and then we gained momentum, and
then we blew right past the tipping point," said Albert Togut,
Dewey's lead bankruptcy lawyer, according to WSJ.  He said the
partner settlement should stand as a model for future law-firm
bankruptcies, but he added negotiating the deal with Dewey's
fractured and unhappy partnership was like "doing 600 divorces."

According to WSJ, the liquidation plan had the backing of Dewey's
creditors, including lenders who hold liens on some $250 million
in bank and bond debt and who have funded the bankruptcy
proceedings thus far using their cash collateral.

"We believe the results today are far better than what would have
resulted from a Chapter 7 liquidation, which is what happened in
virtually all the other law-firm bankruptcies," said Kenneth
Eckstein, a partner at Kramer Levin Naftalis & Frankel LLP, which
represents secured lender J.P. Morgan Chase & Co., according to
the WSJ report.

A former Dewey & LeBoeuf partner on Monday took a shot at
opponents of the bankrupt firm's liquidation plan, saying they
have no proof to support their claims that the settlement with
former partners is fraudulent, according to a report by Maria
Chutchian of BankruptcyLaw360.

The Law360 report related that Peter A. Ivanick, who was a
bankruptcy partner with the firm before its fall last May, stood
up for former partner Martin Bienenstock, who helped draft the
partner contribution plan.  The report added that Mr. Bienenstock
and others were accused by two other former partners of deferring
contractual payments to partners.

WSJ said Dewey's advisers were able to resolve Plan objections by
Wednesday.  The report also relates Judge Glenn approved a nearly
$500,000 settlement with a group of retired partners and another
$650,000 agreement with U.K. partners.  Judge Glenn also approved
a settlement with federal pension regulators, ruling that $120
million in claims relating to three Dewey pension plans taken over
by the Pension Benefit Guaranty Corporation will be treated as
nonpriority general unsecured claims.  That means the PBGC claims
will be addressed alongside those filed by staffing agencies, car
services and other unsecured creditors.

                       About Dewey & LeBoeuf

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 LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

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.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

Dewey filed a Chapter 11 Plan of Liquidation and an accompanying
Disclosure Statement on Nov. 21, 2012.  It filed amended plan
documents on Dec. 31, in an attempt to address objections lodged
by various parties.  A second iteration was filed Jan. 7, 2013.
The plan is based on a proposed settlement between secured lenders
and Dewey's official unsecured creditors' committee, as well as a
settlement with former partners.


DEX ONE: To Appeal Delisting Notice From NYSE
---------------------------------------------
Dex One Corporation received notice from the New York Stock
Exchange (NYSE) that it was not in compliance with the NYSE
listing standard in Section 802.01B of the Listed Company Manual
which requires the company to maintain an average global market
capitalization over a consecutive 30 trading day period of not
less than $100 million.

The company notified the Exchange it will appeal the decision and
file a formal request shortly.  During the appeal process, the
company anticipates DEXO shares will continue to trade on the
NYSE.

Until a determination is made the company's trading symbol will
bear the "BC" indicator until it is either delisted or is
compliant with the NYSE's listing standards.

Dex One said it respects the Exchange's rules and processes, but
believes several factors related to its proposed merger with
SuperMedia Inc. warrant special consideration:

-- The combined company pro forma market capitalization will be in
   excess of $150 million, based on current trading levels of Dex
   One and SuperMedia shares;

-- The transaction has been structured as a stock-for-stock merger
   and will include a 1-for-5 reverse split at merger close to
   alleviate any future non-compliance; listing issues

-- More than 70 percent in number and 80 percent in value of Dex
   One secured lenders support the merger;

-- The combination will create one of the largest marketing
   services companies in the United States with a stronger
   financial position than either of its predecessors; and

-- The merger is on track to close in the first half of 2013.

There is no assurance Dex One's request for continued listing will
be granted.

                           About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  Revenue was
approximately $1.1 billion for the LTM period ended Sept. 30,
2010.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852).  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.86 billion in total assets, $2.77 billion in total liabilities,
and $92.03 million in total shareholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on Jan. 31, 2013,
Standard & Poor's Ratings Services revised its 'CCC' rating
outlook on Dex One Corp. to negative from developing.  Existing
ratings on the company, including the 'CCC' corporate rating, were
affirmed.

"The outlook revision to negative reflects our view that the
company has sufficient lender support to effectively pursue a
prepackaged reorganization," said Standard & Poor's credit analyst
Chris Valentine.

"It also reflects our expectation, given the large lender group
and the diversity of lender interests, that the company may not
get support from all of its lenders to amend its credit agreement
out-of-court.  If Dex One files for bankruptcy, we would lower our
corporate credit rating to 'D' and reassess the corporate credit
rating, business risk, and financial risk of the combined company
after emergence," S&P added.

"Our 'CCC' corporate credit rating reflects Standard & Poor's
Ratings Services' view of the company's strong motivation to use
the bankruptcy court to complete its proposed merger with
SuperMedia, and our assessment of its business risk profile as
"vulnerable" and financial risk profile as "highly leveraged."
Furthermore, the rating reflects continued structural and cyclical
decline in the print directory sector, increased competition from
online and other distribution channels as small business
advertising expands across a greater number of marketing channels,
and the potential for additional subpar debt repurchases.  Our
management and governance assessment is fair," S&P noted.

The negative rating outlook reflects S&P's expectation that Dex
One may pursue a voluntary prepackaged bankruptcy reorganization
plan to consummate the merger agreement with SuperMedia.  S&P
could also lower its rating if declining business fundamentals
hinder 2014 debt refinancing or if S&P becomes convinced the
company could violate financial covenants as a result of a faster-
than-expected decline in EBITDA.


DIGITAL GENERATION: S&P Affirms 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Digital Generation Inc. and removed all ratings
from CreditWatch, where they were placed with negative
implications on July 18, 2012, as a result of Digital Generation's
announcement that it was exploring strategic alternatives.  The
rating outlook is negative.

"Digital Generation has underperformed relative to our
expectations for the past several quarters due to integration
missteps with its MediaMind acquisition and weak sales of its
content delivery segment," said Standard & Poor's credit analyst
Andy Liu.

With the MediaMind integration and platform consolidation mostly
done, it is likely that the company's online segment revenues will
grow in 2013.  However, it's possible that online segment growth
will not fully offset an expected decline in TV segment revenues
stemming from continued pricing pressure and the absence of
political advertising.  EBITDA declines in 2012 reduced the
company's financial covenant headroom, which it is working to
alleviate with a covenant amendment.  The rating is predicated on
obtaining an amendment that ensures ongoing sufficient headroom
and borrowing availability.

The 'B+' corporate credit rating on Digital Generation Inc.
incorporates S&P's assumption of minimal revenue growth in 2013
and possibly in 2014.  Integration missteps at the company's
online segment caused customer attrition and revenue declines.
Operating results at its TV segment were weak as well.  S&P views
Digital Generation's business profile as weak, given the
significant competition in online advertising from powerful
incumbents and the technology risks associated with cloud-based
distribution or other new channels.  The company competes with
Google Inc. and Microsoft Corp. as a provider of campaign
management services.  S&P views the company's financial risk as
significant based on its 4.1x debt leverage and our expectation of
minimal EBITDA growth over the intermediate term.  This is only
partially offset by S&P's expectation of moderate discretionary
cash flow.  S&P assesses the management and governance as fair.

Digital Generation is a provider of video content distribution,
media production and duplication, online creative research, and
other services.  Video content distribution is the largest revenue
and profit contributor.  The company's competitive position is
especially strong in short-form advertising delivery.  Digital
Generation operates the largest U.S. advertising delivery network,
with significant market penetration among TV stations, TV and
cable networks, and cable systems.  Over the medium term, most of
Digital Generation's revenue growth opportunities are likely to
come from online advertising.

"For 2013, our base case assumes flat revenue and EBITDA as growth
in online revenues offset the decline in TV revenues.  We expect
that Digital Generation's revenues from electronic delivery of
content will decrease at a mid-single-digit percent rate over the
medium term as price deterioration of high definition (HD)
delivery combined with volume decreases at standard definition
(SD) more than offset volume increases of HD delivery.  We expect
overall online advertising to grow steadily over the medium term
as advertisers allocate a greater portion of their marketing
budgets to online media.  With the difficult integration of
MediaMind largely complete, Digital Generation should be in a
better position to benefit from this favorable secular trend.  We
are expecting high-single-digit percentage growth in online
segment revenues in 2013 before reaching double-digit percentage
growth in 2014," S&P said.

The negative rating outlook assumes that Digital Generation is
able to amend its financial covenant.  S&P could lower the rating
to 'B' if Digital Generation is unable to demonstrate healthy
growth in its online segment after completing most of the
MediaMind-related integration and manage the expected revenue
weakness at its TV segment.  More specifically, if S&P concludes
that Digital Generation won't be able to maintain flat revenues in
2013, S&P could lower the rating.  On the other hand, if S&P
become convinced that Digital Generation will be able to grow
revenues in 2013 and establish a healthy margin of covenant
compliance, S&P could revise the outlook to stable.

If it becomes apparent that Digital Generation won't be able to
amend its credit agreement, including the debt leverage covenant,
S&P could lower the rating by one notch or more to 'B-' or lower.


DUFF & PHELPS: Moody's Rates $349MM Term Loan & $75MM Revolver B1
-----------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to a $349 million
senior secured term loan and $75 million revolving credit facility
for Duff & Phelps Corporation. The term loan will finance the
acquisition of Duff & Phelps by a consortium of private equity
firms and the revolver will be available for acquisitions and
working capital purposes. The rating agency has also assigned a B1
corporate family rating to Duff & Phelps. The outlook on the
ratings is stable.

Ratings Rationale:

The B1 ratings reflect Duff & Phelps' franchise as a well-
established provider of a broad range of financial advisory
services to a well-diversified client base. Increased regulatory
oversight, new accounting standards, and increased financial
disclosure are new challenges facing Duff & Phelps' clients and
are macro trends that favor firms such as Duff & Phelps that offer
valuation and advisory services. The diversity of the company's
financial advisory business segments, which include businesses
that are cyclical, non-cyclical, and counter-cycle in nature, has
allowed Duff & Phelps to produce consistent growth in revenue and
operating profitability. Moody's also noted that the company
benefits from a high level of repeat business with its customers
and has a highly variable cost structure that has resulted in
stable operating margins throughout the cycle.

The ratings also incorporate Duff & Phelps' high estimated pro
forma Debt/EBITDA and modest interest coverage of 5.4x and 3.7x,
respectively and the company's smaller scale compared to some of
its competitors. These competitors include the "Big Four"
accounting firms that have substantially more resources than Duff
& Phelps. In the past, Duff & Phelps' revenue and operating profit
growth has been fueled by selective tuck-in acquisitions that have
been financed through stock, cash and cash earn-outs. This has
recently included an expansion of the company's investment banking
business, which Moody's believes could pose additional risks for
bondholders if it were to become balance sheet intensive. Moody's
expects that growth through acquisitions will continue to be a
strategic focus for Duff & Phelps and any debt financing of these
acquisitions may lead to periodic spikes in cash flow leverage.
Retention of the firms' key producers, the ability of the company
to grow earnings without balance sheet usage, and success in cash
flow deleveraging over-time will be key rating drivers going
forward.

The principal methodology used in this rating was Global
Securities Industry Methodology published in December 2006.


DUKE REALTY: Fitch Affirms 'BB' Preferred Stock Rating
------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Duke Realty Corp.
(NYSE: DRE) and its operating partnership, Duke Realty Limited
Partnership as follows:

Duke Realty Corp.
-- Long-term Issuer Default Rating (IDR) at 'BBB-';
-- $448 million preferred stock at 'BB'.

Duke Realty Limited Partnership
-- Long-term IDR at 'BBB-';
-- $850 million unsecured revolving credit facility at 'BBB-';
-- $3 billion senior unsecured notes at 'BBB-'.

Fitch has also withdrawn the rating on the company's senior
unsecured exchangeable notes, as these securities are no longer
outstanding.

The Rating Outlook is Stable.

Key Rating Drivers

The ratings affirmation takes into account Duke's appropriate
leverage for the 'BBB-' rating, large pool of diversified
industrial, office, and medical office properties, strong access
to various forms of capital, and adequate unencumbered asset
coverage of unsecured debt. These credit strengths are tempered by
challenging suburban office fundamentals - mitigated by the
company's portfolio realignment - as well as low fixed-charge
coverage for the rating, increased development activity that
weighs on liquidity, and execution risk tied to projected asset
sales over the near-term.

Strong Portfolio Characteristics - Suburban Office Remains Weak

The company's geographically diversified portfolio of 774 bulk
distribution, suburban office, medical office, and retail
properties is located across 18 core markets. Duke's portfolio
also benefits from a highly diversified tenant base and well-
staggered lease expiration schedule, limiting tenant credit risk
and lease rollover risk. DRE's 20 largest tenants represented just
17.6% of annual base rents at Dec. 31, 2012. Additionally, lease
expirations average 10% of annual base rent over the next five
years, and no more than 11% expire in any given year, indicating
long-term recurring cash flow stability across the portfolio.

Duke has made substantial progress repositioning its portfolio to
focus on industrial and medical office assets while reducing
exposure to Midwestern suburban office and retail properties.
Fitch has a negative outlook on suburban office fundamentals, and
a stable outlook for industrial and healthcare fundamentals, and
continues to view DRE's repositioning strategy positively.

Suburban office assets have continued to see tepid demand,
elevated leasing costs and stagnant rental rate growth, which
Fitch expects to continue over the near term. Occupancy in the
same-store suburban office portfolio was just 84.7% at Dec. 31,
2012. In addition, growth in net effective rent remains stagnant
and Duke continues to face elevated leasing capital expenditures.
Fitch anticipates that DRE's suburban office portfolio will
continue to see weak fundamentals in the near term, including weak
rental rate growth and elevated leasing costs.

Appropriate Leverage

The company's leverage, pro forma for recent transactions, was
7.2x for the trailing 12 months (TTM) ended Dec. 31, 2012,
compared with 5.9x at Dec. 31, 2011 and 7.2x at Dec. 31, 2010. Pro
forma leverage accounts for the January 2013 equity offering,
subsequent line of credit repayment and preferred redemption.
Leverage was artificially low at Dec. 31, 2011, given timing of
the Blackstone sale. Over the medium term, Fitch expects leverage
to trend toward the mid-6.0x range, which is appropriate for the
'BBB-' rating.

In a stress case not anticipated by Fitch in which net operating
income (NOI) declines 4.7% in 2013 and 4.3% in 2014 (based on the
worst two-year decline in NOI for a balanced portfolio of
office/industrial assets as reported by the Portfolio and Property
Research 54-market index), leverage would be 9.1x, which would be
more consistent with a lower rating.

Low Fixed-Charge Expected to Improve

DRE's fixed-charge coverage ratio was 1.5x for TTM Dec. 31, 2012,
flat from 1.5x in 2011. Fitch defines fixed-charge coverage as
recurring operating EBITDA, less recurring capital expenditures
and straight-line rent adjustments, divided by total interest
incurred and preferred dividends. Coverage has remained in the
1.4x-1.6x range since 2007, and Fitch anticipates that the metric
will grow toward 2.0x over the next 12-to-24 months, driven by
reduced preferred dividends due to recent redemptions, moderate
NOI growth, reduced recurring capex and lower-cost debt financing.

In a stress case not anticipated by Fitch, in which same store NOI
declines 4.7% in 2013 and 4.3% in 2014, coverage would be 1.3x,
which would be more consistent with a 'BB+' rating.

Increasing Development Pipeline

The company continues to increase its development pipeline - the
cost to complete represented 3.1% of undepreciated book assets as
of Dec. 31, 2012, compared with 2.1%, 1.8% and 0.7% during the
prior three years, respectively. That said, the current level
represents a stark decline from the market peak. Fitch does not
foresee material funding risk over the near term given Duke's
strong access to capital and projected asset sales during 2013.

New development starts have also been focused on build-to-suit
projects, thus minimizing lease-up risk. Fitch would view
negatively a material increase in speculative development.

Adequate Financial Flexibility

Duke has strong contingent liquidity from a pool of 461
unencumbered properties as of Dec. 31, 2012. Unencumbered asset
coverage of unsecured debt based on applying an 8.5% cap rate to
unencumbered NOI was adequate for the 'BBB-' rating at 2.0x, pro
forma for the January 2013 repayment of outstanding borrowings on
the line of credit. The average cap rate for asset sales over the
past two years has been approximately 8.2%.

DRE's liquidity coverage was only 0.9x for the period Jan. 1, 2013
through Dec. 31, 2014, or 1.1x assuming DRE is able to refinance
80% of maturing mortgages. This risk is offset by Duke's
demonstrated access to various forms of capital and aforementioned
unencumbered asset profile. Fitch defines liquidity coverage as
sources of liquidity divided by uses of liquidity. Sources of
liquidity include unrestricted cash, availability under the
unsecured revolving credit facility, and projected retained cash
flow from operating activities after dividends. Uses of liquidity
include pro rata debt maturities, expected recurring capital
expenditures, and remaining development costs.

Stable Outlook

The Stable Rating Outlook is based on Fitch's expectation that
leverage will trend lower to the mid-6.0x range, that coverage
will grow toward 2.0x, and that the company will maintain adequate
financial flexibility over the near-to-medium term.

Preferred Stock Notching

The two-notch differential between DRE's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with a 'BBB-' IDR. These preferred securities are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.

Rating Sensitivities

The following factors may have a positive impact on the ratings
and/or Rating Outlook:

-- Fitch's expectation of leverage sustaining below 6.5x (as of
    Dec. 31, 2012, leverage was approximately 7.2x pro forma for
    the January 2013 equity issuance);

-- Fitch's expectation of fixed-charge coverage sustaining above
    2.0x (LTM coverage was 1.5x).

The following factors may have a negative impact on the ratings
and/or Rating Outlook:

-- Fitch's expectation of leverage sustaining above 8.0x;

-- Fitch's expectation of fixed-charge coverage sustaining below
    1.3x;

-- Liquidity coverage including development sustaining below
    1.0x (liquidity coverage is 0.9x through Dec. 31, 2014).


EASTMAN KODAK: Microfilm Supplier Wants Lift Stay to End Contract
-----------------------------------------------------------------
Eastman Park Micrographics Inc. asks U.S. Bankruptcy Judge Allan
Gropper to lift the automatic stay to allow it to cancel a revised
service provider agreement with Eastman Kodak Co. or, in the
alternative, file a notice of intent not to renew the original SPA
before March 31.

The move comes after Eastman Park signed a new media supply
contract with another manufacturer of micrographic film products
and decided to establish its own equipment sales and service
delivery capabilities.

Kodak signed a service provider agreement with Eastman Park to
provide services to its customers in U.S. and Canada.  It is one
of the contracts executed by the companies after Eastman Park
acquired substantially all of Kodak's worldwide microfilm sales
and service line of business in March 2011.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC,
as Bankruptcy Consultants and Financial Advisors; and the Segal
Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.  It expects to file
a Chapter 11 plan by the end of May.


ECO BUILDING: Delays Form 10-Q for Dec. 31 Quarter
--------------------------------------------------
Eco Building Products, Inc.'s quarterly report could not be filed
within the prescribed time period due to the Company requiring
additional time to prepare and review the quarterly report for the
period ended Dec. 31, 2012.  That delay could not be eliminated by
the Company without unreasonable effort and expense.  In
accordance with Rule 12b-25 of the Securities Exchange Act of
1934, the Company will file its Form 10-Q no later than five
calendar days following the prescribed due date.

                        About Eco Building

Vista, Calif.-based Eco Building Products is a manufacturer of
proprietary wood products treated with an eco-friendly proprietary
chemistry that protects against mold, rot, decay, termites and
fire.

The Company reported a net loss of $11.2 million on $3.7 million
of revenue in fiscal 2012, compared with a net loss of
$6.0 million on $1.3 million of revenue in fiscal 2011.

Sam Kan & Company, in Alameda, Calif., expressed substantial doubt
about Eco's ability to continue as a going concern following the
fiscal 2012 financial results.  The independent auditors noted
that the Company has generated minimal operating revenues, losses
from operations, significant cash used in operating activities and
its viability is dependent upon its ability to obtain future
financing and successful operations.

The Company's balance sheet at Sept. 30, 2012, showed $5.32
million in total assets, $9.54 million in total liabilities and a
$4.22 million total stockholders' deficit.


EDISON MISSION: Court Authorizes FTI as Committee's Advisor
-----------------------------------------------------------
The Bankruptcy Court has authorized the Official Committee of
Unsecured Creditors of Edison Mission Energy, et al., to employ
FTI Consulting, Inc., as Financial Advisor to the Committee nunc
pro tunc to January 7, 2013.

FTI will provide such financial advisory services to the Committee
including:

     a) assistance in the evaluation of the Debtors' operating
        plans and performance, including power market and related
        technical issues, capital expenditures and environmental
        compliance expenditures relating to Debtor Edison Mission
        Energy's generation portfolio;

     b) assistance in the review of generation portfolio
        projections, including energy market and related
        assumptions, cash receipts and disbursements, asset and
        liability analysis, and the economic analysis of related
        proposed transactions for which Court approval is sought;

     c) assistance with the assessment and monitoring of the
        Debtors' short term cash flow, short term liquidity, and
        operating results;

     d) assistance in the review and analysis of intercompany
        transactions and transfers including considerations of
        validity, cash flow effect, potentially fraudulent
        transfers, impact of certain transfers on recoveries to
        creditors, and effect of substantive
        consolidation/deconsolidation, as necessary and
        appropriate;

     e) assistance in the review of the claims reconciliation and
        estimation process;

     f) assistance in the evaluation and analysis of avoidance
        actions, including fraudulent conveyances and preferential
        transfers;

     g) attendance at meetings and assistance in discussions with
        the Debtors, potential investors, banks, other secured
        lenders, the Committee and any other official committees,
        the U.S. Trustee, other parties in interest and
        professionals hired by the same, as requested;

     h) assistance with review of any tax issues associated with,
        but not limited to, claims/stock trading, preservation of
        net operating losses, refunds due to the Debtors, plans of
        reorganization, and asset sales;

     i) assistance in the prosecution of Committee responses to
        the Debtors' motions, including attendance at depositions
        and provision of expert reports and/or testimony on case
        issues as required by the Committee;

     j) assistance in the review of and operating cost/benefit
        analysis regarding the assumption and rejection of
        executory contracts and unexpired leases;

     k) assistance in the review and/or preparation of certain
        information and analysis necessary for the confirmation of
        a plan and related disclosure statement in these chapter
        11 proceedings; and

     l) rendering such other financial advisory or general
        business consulting services or such other assistance as
        the Committee or its counsel may deem necessary that are
        consistent with the services which FTI is providing
        herein, complementary to the other services provided, and
        not duplicative of services provided by other
        professionals in this proceeding.

FTI intends to apply to the Court for allowance of compensation
and reimbursement of expenses for its financial advisory services.
The customary hourly rates, subject to periodic adjustments,
charged by FTI professionals to be assigned to this case are:

                                      Per Hour (USD)
                                      --------------
     Senior Managing Directors         $790 - 895
     Managing Directors                $685 - 755
     Directors                         $570 - 685
     Senior Consultant                 $420 - 540
     Consultant                        $290 - 390
     Professional Assistant/Admin      $120 - 235

In addition, FTI will seek reimbursement of actual and necessary
expenses incurred by FTI, including legal fees related to this
retention application and future fee applications as approved by
the court.

To the best of the Committee's knowledge, FTI Consulting Inc. is a
"disinterested person," as that phrase is defined in Bankruptcy
Code Sec. 101(14), as modified by Bankruptcy Code Sec. 1107(b),
and does not hold or represent an interest adverse to the
estates.

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor.  GCG, Inc., is the claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by the law firms Akin Gump and Perkins
Coie.  The Committee also has tapped Blackstone Advisory Partners
as investment banker and FTI Consulting as financial advisor.


EDISON MISSION: Committee Can Retain Perkins Coie as Co-Counsel
---------------------------------------------------------------
The Bankruptcy Court has authorized the Official Committee of
Unsecured Creditors of Edison Mission Energy, et al., to employ
Perkins Coie LLP as its local counsel in connection with the
Debtors' chapter 11 cases, nunc pro tunc to January 7, 2013.

Although the Committee has selected Akin Gump Strauss Hauer & Feld
LLP to serve as its main bankruptcy counsel in the Debtors' cases,
Akin does not maintain offices in Chicago, Illinois.  Thus, the
Committee submits that it is necessary and appropriate for it to
retain and employ Perkins as local bankruptcy counsel to assist
the Committee and Akin with performing their respective duties in
these cases.

Because of the size and complexity of the Debtors' cases, in
addition to providing local support services for the Committee and
Akin, the Committee may from time to time request that Perkins
perform, among other things, the following services to the
Committee:

     a. advise the Committee with respect to its rights, duties
        and powers in these chapter 11 cases;

     b. assist the Committee in analyzing the claims of the
        Debtors' creditors and negotiating with holders of claims
        and equity interests;

     c. assist the Committee in its investigation of the Debtors'
        and its affiliates' acts, conduct, assets, liabilities and
        financial condition;

     d. assist the Committee in its analysis of, and negotiations
        with, the Debtors or any third parties concerning matters
        related to, among other things, the assumption or
        rejection of certain leases of non-residential real
        property and executory contracts, asset dispositions,
        ancillary state court or regulatory litigation, financing
        of other transactions and the terms of one or more plans
        of reorganization and accompanying disclosure statements
        and related plan documents;

     e. assist and advise the Committee with its communications to
        the general creditor body regarding significant matters in
        these chapter 11 cases;

     f. represent the Committee at all hearings and other
        proceedings before the Court;

     g. review and analyze motions, applications, orders,
        statements, operating reports and schedules filed with the
        Court and advise the Committee with respect to such
        filings;

     h. advise the Committee with respect to any legislative,
        regulatory or governmental activities;

     i. assist the Committee in preparing pleadings and
        applications as may be necessary in furtherance of the
        Committee's interests and objectives;

     j. prepare motions, applications, memoranda, adversary
        complaints, objections or other case analyses;

     k. investigate and analyze any claims against the Debtors'
        non-debtor affiliates; and

     l. perform such other legal services as may be required or
        are otherwise deemed to be in the interests of the
        Committee in accordance with the Committee's powers and
        duties as set forth in the Bankruptcy Code, Bankruptcy
        Rules or other applicable law.

Perkins will request reimbursement of its costs and expenses and
charge for its legal services on an hourly basis in accordance
with its ordinary and customary hourly rates in effect on the date
such services are rendered.  Perkins' hourly rates range from:

     Partners         $325 to $970 per hour
     Associates       $280 to $660 per hour
     Paralegals       $145 to $360 per hour

The following attorneys are presently expected to have
responsibility for providing the vast majority of services to the
Committee:

     Name of Individual     Title        Hourly Rate
     David M. Neff          Partner          $695
     Brian A. Audette       Partner          $550
     David J. Gold          Associate        $420

To the best of the Committee's knowledge, Perkins Coie is a
"disinterested person," as that phrase is defined in Bankruptcy
Code Sec. 101(14), as modified by Bankruptcy Code Sec. 1107(b),
and does not hold or represent an interest adverse to the
estates.

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor.  GCG, Inc., is the claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by the law firms Akin Gump and Perkins
Coie.  The Committee also has tapped Blackstone Advisory Partners
as investment banker and FTI Consulting as financial advisor.


EDISON MISSION: Parent Records $3.86 Per Share Charge for Q4
------------------------------------------------------------
Edison International said that effective Dec. 17, 2012, Edison
International no longer consolidates the earnings and losses of
Edison Mission Energy (EME) or its subsidiaries due to EME and
certain of its subsidiaries filing voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code.

Edison International has recorded a full impairment of the
investment in EME as a result of the deconsolidation of EME,
recognition of losses previously deferred in accumulated other
comprehensive income, a provision for losses from the EME
bankruptcy, and estimated tax impacts related to the expected
future tax deconsolidation and separation of EME from Edison
International.

The aggregate impact of these matters resulted in an after tax
charge of $3.86 per share during the fourth quarter of 2012.
Including EME quarterly earnings through the date of bankruptcy
filing, the fourth quarter loss was $4.07 per share.

A copy of Edison International's earnings release for the quarter
ended Dec. 31, 2012, is available at:

                      http://is.gd/nr1hK6

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor.  GCG, Inc., is the claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by the law firms Akin Gump and Perkins
Coie.  The Committee also has tapped Blackstone Advisory Partners
as investment banker and FTI Consulting as financial advisor.


ELITE PHARMACEUTICALS: Posts $667,600 Net Income in Dec. 31 Qtr.
---------------------------------------------------------------
Elite Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income attributable to common shareholders of $9.36 million on
$667,682 of total revenues for the three months ended Dec. 31,
2012, as compared with net income attributable to common
shareholders of $8.76 million on $509,938 of total revenues for
the same period during the prior year.

For the nine months ended Dec. 31, 2012, the Company incurred a
net loss attributable to common shareholders of $109,023 on $1.88
million of total revenues, as compared with a net loss of $8.05
million on $1.77 million of total revenues for the same period a
year ago.

The Company's balance sheet at Dec. 31, 2012, showed $10.37
million in total assets, $22.72 million in total liabilities and a
$12.35 million total stockholders' deficit.

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

                        http://is.gd/jUB7yi

                    About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Elite Pharmaceuticals reported a net loss attributable to common
shareholders of $15.05 million for the year ended March 31, 2012,
compared with a net loss attributable to common shareholders of
$13.58 million during the prior year.

Demetrius & Company, L.L.C., in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2012, citing significant losses
resulting in a working capital deficiency and shareholders'
deficit, which raise substantial doubt about the Company's ability
to continue as a going concern.


ENERGY FUTURE: Moody's Withdraws 'Caa3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn Energy Future Holdings
Corp.'s Caa3 Corporate Family Rating, Caa3-PD Probability of
Default Rating, SGL-4 Speculative Grade Liquidity Rating and
developing rating outlook.

At the same time, Moody's assigned a Ca CFR to Energy Future
Competitive Holdings Company and a B3 CFR to Energy Future
Intermediate Holdings Company LLC. Both EFCH and EFIH are
intermediate subsidiary holding companies wholly-owned by EFH.
EFCH's rating outlook is negative. EFIH's rating outlook is
negative.

"We see different default probabilities between EFCH and EFIH,"
said Jim Hempstead, senior vice president. "We believe EFCH has a
high likelihood of default over the next 6 to 12 months, because
it is projected to run out of cash in early 2014. EFIH has a much
lower likelihood of default owing to the credit separateness that
EFH is creating between EFIH and Texas Competitive Electric
Holdings Company LLC along with EFIH's reliance on stable cash
flows from its regulated transmission and distribution utility,
Oncor Electric Delivery Company."

The withdrawal of EFH's CFR reflects a series of recent actions
taken by EFH to insulate both EFH and EFIH from its more
distressed subsidiary, EFCH, which appears to have a much higher
probability of default within the consolidated corporate family.

In addition, Moody's believes EFH will continue transferring its
remaining debt to EFIH over the next 6 to 12 months, leaving as
little as debt as possible at the EFH parent holding company
entity. In that vein, Moody's believes that credit separateness
has been enhanced by the full repayment of all intercompany
borrowings received by EFH from TCEH since the initial October
2007 leveraged buyout transaction.

"Because our CFR and Loss Given Default frameworks assume all
entities within a family default at the same time, assigning two
separate CFR's is a more accurate reflection of our current credit
analysis," said Moody's Hempstead.

As part of that analysis, Moody's downgraded the senior secured
rating for Oncor Electric Delivery Company LLC to Baa3 from Baa2
due to the highly leveraged capital structure at EFIH, Oncor's
indirect parent; EFIH's high reliance on Oncor's up-stream
dividends to support EFIH's debt service; the high reliance on
Oncor's up-stream tax payments to support EFH's debt service,
along with the inter-woven cash transfer relationship that remains
between EFH and EFIH. Oncor's stable rating outlook reflects the
stability and predictability of its revenues and cash flows; its
supportive regulatory environment and Moody's expectation that
Oncor will not be materially affected by any contagion risks of a
default and restructuring at its EFCH-TCEH affiliate or EFH-EFIH
parents, given the existing ring-fencing type arrangements. At
this time, all else being equal, Moody's does not see Oncor's Baa3
senior secured rating falling below investment grade unless the
ring-fence provisions fail.

"Fundamentally, Oncor is an investment grade credit," Moody's
Hempstead added "and we do not see Oncor's secured rating falling
below the investment grade ratings category, in part due to the
strong insulation provided by its ring-fence type mechanisms. But
from a long-term credit perspective, we see a heavy and permanent
reliance by a highly levered EFIH on Oncor, which is now more
appropriately reflected in Oncor's lower rating."

Ratings Rationale:

Energy Future Competitive Holdings

EFCH's Ca CFR, C-PD PDR, SGL-4 speculative grade liquidity rating
and negative rating outlook reflect its ownership of TCEH, which
is a financially-distressed wholesale merchant generating company
with an untenable capital structure. TCEH faces several
challenging business conditions, including a sustained period of
low natural gas and power commodity prices, weak market heat
rates, rising environmental compliance expenditures, slow electric
power volume growth and compressing retail margins. Moody's
projects TCEH to run out of cash by early 2014.

"We think there is a high probability for a default or material
reorganization within the next 6 to 12 months," Hempstead said,
"and material impairments are likely to be realized across the
capital structure. But we also think negotiations with lenders
regarding a restructuring of TCEH's balance sheet will be
relatively organized and amenable."

Moody's actions incorporate a view that TCEH's lenders will
eventually wind up receiving approximately 90% of the equity in
any restructuring, but it remains unclear whether that equity will
reside at the TCEH, EFCH or EFH entity level.

EFCH's SGL-4 speculative grade liquidity rating reflects steadily
dwindling liquidity reserves, which Moody's believes will be fully
exhausted between late 2013 and early 2014. TCEH's senior secured
revolver was fully drawn in late December 2012, leaving
approximately $1.9 billion of cash, no material alternate sources
of liquidity, and roughly $1.8 billion of EBITDA (including hedge
benefits) in 2013 to satisfy almost $2.7 billion in interest
expense and $0.6 billion in capital expenditures.

In light of the negative outlook and untenable capital structure,
near-term prospects to stabilize or upgrade the rating are
limited.

Moody's used its Loss Given Default methodology to determine the
ratings for EFCH and TCEH's individual securities. Based on EFCH's
Ca CFR and C-PD PDR, the $24 billion of TCEH senior secured first
lien securities are rated Caa3 LGD3, 37% (downgraded from Caa1
LGD2, 26%). The Loss Given Default model output indicates a C
rating for the $1.6 billion of second lien securities, but a one-
notch upgrade override was applied to reflect TCEH's collateral
value, which rates the securities Ca LGD5, 70% (downgraded from
Caa3 LGD4, 58%). The $4.9 billion of TCEH senior unsecured
(guaranteed) LBO Notes are rated C LGD6, 90% (downgraded from Ca
LGD5, 82%), while the $1.1 billion of TCEH's senior unsecured
(legacy) pollution control revenue bonds are rated C LGD6, 96%
(downgraded from Ca LGD6, 94%). A list of these securities is
included at the end of this press release.

Energy Future Intermediate Holdings

EFIH's B3 CFR and B3-PD PDR reflect some contagion risk with its
more distressed affiliate, EFCH, as well as significant leverage,
which points to a capital structure that may become untenable over
the longer term horizon, absent any new liquidity infusions or
debt reductions. The ratings also reflect the complex intercompany
lending arrangements that EFIH maintains with its parent, EFH, and
the potential implications that such a relationship may have on
EFH and EFIH in an EFCH or TCEH restructuring. That said, Moody's
sees a much lower probability of default at EFIH than at its lower
rated affiliates EFCH-TCEH. The B3 CFR also incorporates the
stable and predictable revenue and cash flow stream of the rate
regulated subsidiary, Oncor. EFIH owns approximately 80% of Oncor,
and Oncor has a strong suite of ring-fence type provisions
designed to insulate the utility from any contagion effects
emerging from EFCH and TCEH. Because of the strength of these
ring-fence type provisions, including the limitations around
dividends, there is a seven notch rating difference between EFIH's
CFR and Oncor's senior secured debt, even though EFIH indirectly
owns Oncor.

As such, EFIH's corporate family boundaries include the remaining
debt that resides at EFH, but does not include the debt at Oncor,
due to its ring-fence type provisions. Moody's believes that EFH
will engage in additional liability management and debt exchange
activities aimed to transfer EFH's remaining debt securities to
EFIH from EFH.

The B3 CFR factors in EFIH's dependence on unreliable external
sources of liquidity, which is a growing risk to its capital
structure. Moreover, we view the EFH senior unsecured (legacy)
note maturity in November 2014 as a risk factor for EFIH, because
EFIH owns approximately $282 million of the note and repayment of
the note is important to EFIH's 2014 liquidity profile. EFH's
stand-alone ability to repay this note is questionable, absent an
infusion of liquidity.

Based on Moody's LGD methodology and the B3 CFR, EFIH's $4.0
billion of senior secured 1st lien notes (which look to the
implied equity value of Oncor as collateral) are rated B2 LGD3 33%
(upgraded from Caa3 LGD4, 62%). The Loss Given Default model
output indicates a B1 rating for the 1st lien, but a one notch
downgrade override was applied to reflect the stock collateral
pledge; the $2.2 billion of senior secured 2nd lien notes are
rated B3 LGD4, 53% (upgraded from Caa3 LGD4, 58%) and the $1.4
billion of senior unsecured notes due 2018 are rated B3 LGD4, 53%.

Because EFH is included within the EFIH corporate family
boundaries, the B3 CFR for EFIH and Moody's LGD methodology also
drive the instrument ratings for EFH's remaining debt securities.
There are $6 million of senior secured 1st lien notes due 2019 and
2020 that used to share, pro-rata, the collateral value of EFIH's
senior secured 1st lien notes, the implied equity value in Oncor.
The lien was removed as part of recent liability management and
debt exchange activities. As such, these securities now carry the
same rating as EFH's senior unsecured (legacy) notes, Caa2 LGD6
95% (upgraded from Caa3 LGD4, 58%). The lien was also removed from
EFIH's 9.75% senior secured 1st lien notes due 2019, which are now
rated as senior unsecured debt instruments at B3 LGD4, 53%.

EFH's $60 million of remaining senior unsecured LBO notes due
2017, which are guaranteed by both EFIH and EFCH, are rated Caa2,
LGD6 90% (upgraded from Ca LGD6, 92%) and the $1.8 billion of
EFH's senior unsecured (legacy) notes due 2014, 2024 and 2034 are
rated Caa2, LGD6 95% (upgraded from Ca LGD6, 96%). Moody's notes
that EFIH owns approximately $1.2 billion of the EFH senior
unsecured (legacy) notes.

EFIH's speculative grade liquidity rating is SGL-4. Moody's
estimates slightly more than $575 million in cash at EFIH, which
will be supplemented by Oncor's upstream dividend (approximately
$250 million, excluding the minority investors) and the interest
income associated with the $1.2 billion of EFH's senior unsecured
(legacy) notes owned by EFIH (approximately $80 million in annual
interest income for 2013 and 2014). Combined, EFIH's approximately
$320 million in cash inflows is insufficient to fully address the
approximately $615 million in cash interest expenses, so the cash
balance will quickly be reduced over the next few quarters. This
expected reduction in cash balances means EFIH will need to rely
on external sources of cash over the near term horizon.

Moody's expects EFIH to have two sources of cash infusion over the
next eight quarters: up to $250 million in second lien debt
capacity and the November 15, 2014 maturity of EFH's 5.55% senior
unsecured (legacy) notes, of which EFIH owns roughly $280 million
in principal. Neither source of liquidity is strong or reliable,
since EFH's ability to repay this debt maturity is uncertain and
EFIH's incremental second lien capacity is subject to market
conditions.

As a result, the outlook on EFIH's ratings is negative, primarily
reflecting its weak liquidity profile, its heavy reliance on Oncor
for upstream dividend and tax payments and the potential for
contagion risk from an EFCH-TECH restructuring.

Oncor Electric Delivery Company

The rating downgrade of Oncor's senior secured debt, to Baa3 from
Baa2, reflects the steadily rising debt at its parent holding
companies, which look to Oncor's implied equity value for
collateral or recovery. The downgrade also reflects the heavy
reliance of both EFIH (in the form of upstream dividends) and EFH
(in the form of upstream tax payments) on Oncor for liquidity
support, which constrains Oncor's otherwise robust financial
flexibilities.

As indicated by the maintenance of an investment grade rating and
a stable outlook, Moody's does not expect Oncor to be pulled into
any restructuring proceeding related to its affiliates, EFCH or
TCEH, but Moody's does think Oncor will indirectly feel some
contagion risk. Approximately 30% of Oncor's revenues are derived
from its affiliate, TCEH though it's retail electric provider
subsidiary, TXU Energy. Notwithstanding Moody's understanding of
Onocr's ring fence provisions, both EFH and Oncor have
consistently disclosed in their SEC risk factor disclosures that
the ring fence might not work as planned.

Oncor's stable rating outlook reflects Moody's view that a failure
of the ring fence provisions is a remote probability; that Oncor's
regulatory relationships will remain constructive, and that Oncor
will continue to receive timely recovery of its prudently incurred
costs and investments. The stable outlook also reflects an
expectation that Oncor will produce, on average, a ratio of cash
flow adjusted for the effects of working capital and extraordinary
bonus depreciation to debt will remain in the high-teen's range
and that Oncor will not materially revise its liquidity
strategies, where it has been carrying approximately $1.0 billion
in short-term debt. While Oncor's short-term revolver borrowings
are excluded from its capital structure with respect to regulatory
requirements that govern its upstream dividend policy, Oncor is
prohibited from exceeding a 60/40 debt capital structure.

Moody's has taken the following actions:

Ratings withdrawn:

Issuer: Energy Future Holdings Corp.

   Corporate Family Rating: WR, from Caa3

   Probability of Default Rating: WR, from Caa3-PD

   Speculative Grade Liquidity Rating: WR, from SGL-4

   Rating Outlook: NOO, from Developing

Issuer: Texas Competitive Electric Holdings

   Rating Outlook: NOO, from Negative

   Revolving Credit Facility due October 2013: WR, from Caa1
   LGD2, 26%

Ratings Assigned:

Issuer: Energy Future Competitive Holdings

   Corporate Family Rating: Ca

   Probability of Default Rating: C-PD

   Speculative Grade Liquidity Rating: SGL-4

   Rating Outlook: Negative

Issuer: Energy Future Intermediate Holdings

  Corporate Family Rating: B3

  Probability of Default Rating: B3-PD

  Speculative Grade Liquidity Rating: SGL-4

  Rating Outlook: Negative

  11.25%/12.25% Sr Unsec PIK Notes due 2018: B3 LGD4, 53%

Issuer: Texas Competitive Electric Holdings

  Revolving Credit Facility due October 2016: Caa3, LGD3, 37%

The following ratings were changed:

Ratings downgraded:

Issuer: Energy Future Competitive Holdings

   9.58% Sr Unsec Notes due 12/04/2019 to C LGD6, 97% from Ca
   LGD6, 96%

   8.254% Sr Unsec Notes due 12/31/2021 to C LGD6, 97% from Ca
   LGD6, 96%

Issuer: Texas Competitive Electric Holdings

   $1.4b Revolving Credit Facility due October 2016 to Caa3 LGD3,
   37% from Caa1 LGD2, 26%

   11.5% Sr Sec 1st Lien Notes due 10/01/2020 to Caa3 LGD3, 37%
   from Caa1 LGD2, 26%

   Sr. Sec. Term Loan due 10/10/2014 to Caa3 LGD3, 37% from Caa1
   LGD2, 26%

   Sr. Sec. Letter of Credit Facility due 10/10/2014 to Caa3
   LGD3, 37% from Caa1 LGD2, 26%

   Sr. Sec. Term Loan due 10/10/2017 to Caa3 LGD3, 37% from Caa1
   LGD2, 26%

   Sr. Sec Letter of Credit Facility due 10/10/2017 to Caa3 LGD3,
   37% from Caa1 LGD2, 26%

   15% Sr Sec 2nd Lien Notes due 04/01/2021 to Ca LGD5, 70% from
   Caa3 LGD4, 58%

   15% Sr Sec 2nd Lien Notes Series B due 04/01/2021 to Ca LGD5,
   70% from Caa3 LGD4, 58%

   10.25% Sr Unsec Notes due 11/01/2015 to C LGD6, 90% from Ca
   LGD5, 82%

   10.25% Sr Unsec Notes Series B due 11/01/2015 to C LGD6, 90%
   from Ca LGD5, 82%

   10.5/11.25% Sr Unsec Toggle Notes due 11/01/2016 to C LGD6,
   90% from Ca LGD5, 82%

   7.46% Legacy Sr Unsec Notes due 01/01/2015 to C LGD6, 96% from
   Caa3 LGD5, 82%

   Legacy Pollution Control Bonds to C LGD6, 96% from Ca LGD6,
   94%

Issuer: Oncor Electric Delivery Company

   4.1% Sr Sec Notes due 06/01/2022 to Baa3 from Baa2

   4.55% Sr Sec Notes due 12/01/2041 to Baa3 from Baa2

   5.0% Sr Sec Notes due 09/30/2017 to Baa3 from Baa2

   5.25% Sr Sec Notes due 09/30/2040 to Baa3 from Baa2

   5.3% Sr Sec Notes due 06/01/2042 to Baa3 from Baa2

   5.75% Sr Sec Notes due 09/30/2020 to Baa3 from Baa2

   6.375% Sr Sec Notes due 01/15/2015 to Baa3 from Baa2

   6.8% Sr Sec Notes due 09/01/2018 to Baa3 from Baa2

   7.0% Debentures due 09/01/2022 to Baa3 from Baa2

   7.0% Sr Sec Notes due 01/01/2032 to Baa3 from Baa2

   7.25% Sr Sec Notes due 01/15/2033 to Baa3 from Baa2

   7.5% Sr Sec Notes due 09/01/2038 to Baa3 from Baa2

Ratings upgraded:

Issuer: Energy Future Intermediate Holdings

   9.75% Sr Sec 1st Lien Notes due 10/15/2019 (now senior
   unsecured) to B3 LGD4, 53% from Caa3 LGD4, 62%

   10% Sr Sec 1st Lien Notes due 12/01/2020 to B2 LGD3, 33% from
   Caa3 LGD4, 62%

   6.875% Sr Sec 1st Lien Notes due 08/15/2017 to B2 LGD3, 33%
   from Caa3 LGD4, 58%

   11.75% Sr Sec 2nd Lien Notes due 03/01/2022 to B3 LGD4, 53%
   from Caa3 LGD4, 58%

Issuer: Energy Future Holdings Corp

   9.75% Sr Sec 1st Lien EFIH Transfer Notes due 10/15/2019 (now
   senior unsecured) to Caa2 LGD6, 95% from Caa3 LGD4, 58%

   10% Sr Sec 1st Lien EFIH Transfer Notes due 1/15/2020 (now
   senior unsecured) to Caa2 LGD6, 95% from Caa3 LGD4, 58%

   10.875% Sr Unsec Notes due 11/01/2017 to Caa2 LGD6, 90% from
   Ca LGD6, 92%

   11.25/12% Sr Unsec Toggle Notes due 11/01/2017 to Caa2 LGD6,
   90% from Ca LGD6, 92%

   5.55% Legacy Sr Unsec Notes Series P due 11/15/2014 to Caa2
   LGD6, 95% from Ca LGD6, 96%

   6.5% Legacy Sr Unsec Notes Series P due 11/15/2024 to Caa2
   LGD6, 95% from Ca LGD6, 96%

   6.55% Legacy Sr Unsec Notes Series P due 11/15/2034 to Caa2
   LGD6, 95% from Ca LGD6, 96%

Rating Outlooks:

Issuer: Energy Future Intermediate Holdings

   Rating Outlook: Negative, from Developing

Issuer: Oncor Electric Delivery Company LLC

   Rating Outlook: Stable, from Developing

Rating correction:

Issuer: Texas Competitive Electric Holdings

  Due to an administrative error the LGD for CUSIP 882850CM0 has
  an incomplete rating history. The correct rating history is as
  follows:

   10/9/07-LGD6-91%

   8/28/08 - WR

   3/31/09 -- reinstated -- to LGD5, 83%

   8/3/09 -- to LGD5-86%, from LGD5, 83%

   11/16/09 -- to LGD4-50%, from LGD5-86%

   8/17/10 -- to LGD4-51% , from LGD4-50%

   10/11/10 -- to LGD4-52% - from LGD4-51%

   1/31/12 -- to LGD4-62% - from LGD4-52%

   8/9/12 -- to LGD5-82% - from LGD4-62%

The principle methodology used in rating EFCH is the Unregulated
Power Companies Methodology published in August 2009 and the
principle methodology used in rating EFIH is the Global Regulated
Electric and Gas Utilities Methodology published in August 2009.
Other methodologies used include Loss Given Default for
Speculative-Gate Non-Financial Companies in the U.S., Canada, and
EMEA published in June 2009.


EZE SOFTWARE: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Eze Software (a/k/a Eze Castle Software Inc.).
The outlook is stable.

S&P also assigned a 'B+' issue-level rating with a recovery rating
of '2' to the company's $75 million senior secured revolving
credit facility and $335 million first-lien term loan.  In
addition, S&P assigned a 'CCC+' issue-level rating with a '6'
recovery rating to the company's $170 million senior secured
second-lien term loan.  The '2' recovery rating indicates
expectations for substantial (70% to 90%) recovery of principal in
the event of default and the '6' recovery rating indicates
expectations for negligible (0% to 10%) recovery.

"The ratings on Eze Software reflect the company's 'weak' business
profile, characterized by its relatively narrow target market and
dependence on cyclical financial end markets, and its 'highly
leveraged' financial profile," said Standard & Poor's credit
analyst Christian Frank.  The company's leading market position in
the hedge fund software market, highly recurring license revenues,
and modest positive free cash flow are partial offsets.

The stable outlook reflects Eze Software's stable free cash flow
generation, resulting from the company's recurring and predictable
revenue base.  It also reflects S&P's expectation that it will
maintain its competitive position in key markets.  S&P may lower
the rating if profitability deteriorates or if the company pursues
a material shareholder distribution, such that pro-forma adjusted
leverage is sustained in the low 7x area.

Although unlikely in the next 12 months, S&P could raise the
rating if the company continues its revenue and EBITDA growth, or
it uses its free cash flow to repay debt, such that adjusted
leverage declines to 5x or below on a sustained basis.


FLORIDA GAMING: Silvermark Due Diligence Period Extended April 15
-----------------------------------------------------------------
Florida Gaming Corporation and its wholly owned subsidiary,
Florida Gaming Centers, Inc., entered into an amendment to the
Stock Purchase Agreement with Silvermark LLC pursuant to which the
parties agreed to extend until April 15, 2013, the date by which
Silvermark is required to obtain a commitment of title insurance
and to conduct a survey of certain real property under the
parties' Stock Purchase Agreement dated as of Nov. 25, 2012.
Additionally, as part of the Amendment, Silvermark consented to
Centers' entry into certain agreements.  A copy of the Amendment
is available for free at http://is.gd/nZvWV6

                       About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.

The Company reported a net loss of $21.76 million in 2011,
compared with a net loss of $4.84 million in 2010.

As of June 30, 2012, the Company was in default on an $87,000,000
credit agreement regarding certain covenants.  The Company's
continued existence as a going concern is dependent on its ability
to obtain a waiver of its credit default and to generate
sufficient cash flow from operations to meet its obligations.

After auditing the 2011 results, King & Company, PSC, in
Louisville, Kentucky, noted that the Company has experienced
recurring losses from operations, cash flow deficiencies, and is
in default of certain credit facilities, all of which raise
substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at Sept. 30, 2012, showed $77.40
million in total assets, $116.43 million in total liabilities and
a $39.02 million total stockholders' deficit.


FOXCO ACQUISITION: Moody's Affirms B2 Rating on Senior Term Loan
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 rating on FoxCo
Acquisition Sub, LLC's amended and increased 1st lien senior
secured term loan B and the existing 1st lien senior secured
revolver. Proceeds from the proposed increase in the term loan B
plus balance sheet cash will be used to fund a $290 million
special dividend. Amended terms to the credit agreement will
provide greater flexibility for asset sales and will relax voting
requirements related to change of control. Moody's also affirmed
the B2 Corporate Family Rating and B2-PD Probability of Default
Rating. The rating outlook is stable.

Affirmed:

Issuer: FoxCo Acquisition Sub, LLC

   Corporate Family Rating: Affirmed B2

   Probability of Default Rating: Affirmed B2 --PD (assumes the
   term loan remains covenant lite, as proposed)

   $20 million 1st Lien Sr Secured Revolver due January 2017:
   Affirmed B2, LGD3 -- 49%

   $1,000 million 1st Lien Sr Secured Term Loan B due July 2017
   (previously $763 million outstanding): Affirmed B2, LGD3 --
   49%

Outlook Actions:

Issuer: FoxCo Acquisition Sub, LLC

Outlook is Stable.

Ratings Rationale:

FoxCo is weakly positioned in the B2 corporate family rating due
to high leverage with a 2-year average debt-to-EBITDA ratio of
6.7x estimated for December 31, 2012 (including Moody's standard
adjustments, pro forma for the proposed dividend) and recent track
record for distributions. The rating is forward looking as Moody's
expects 2-year average debt-to-EBITDA ratios to improve to less
than 6.0x by FYE2013 supported by low single-digit percentage core
revenue growth, contractual increases in high margin
retransmission fees, and at least 9% to 10% free cash flow-to-debt
ratios. The proposed transaction elevates annual interest expense
due to the increase in funded debt balances to $1.0 billion from
$763 million; however, 2-year average EBITDA coverage of interest
expense is expected to remain good at roughly 3.0x for the next 12
months. Moody's notes that all debt is pre-payable which Moody's
believes is helpful in providing Oak Hill flexibility in
exercising strategic options. The financial sponsor has chosen to
receive dividends totaling $490 million within six months rather
than fund acquisitions or reduce debt balances. Given high
leverage as proposed, ratings could be downgraded if initial debt
balances exceed these levels due to an upsizing of credit
facilities. Moody's believes leverage needs to be reduced below
projected 2013 levels to position the company for a refinancing of
the term loan B prior to its 2017 maturity and prior to the
renewal of the Fox affiliation agreement which ends in July 2018.

For LTM September 30, 2012, FoxCo achieved 8.7% growth in net
revenues driven by significant increases in political advertising
and retransmission fees. Moody's expects a marked increase in
revenues for the remainder of FY2012 given high demand for
political advertising at FoxCo's stations. Looking forward,
Moody's expects the company to generate low single-digit
percentage growth for core advertising revenues in 2013 (excludes
absence of significant political ad sales) supported by the
company's focus on local markets. Beyond 2013, FoxCo will continue
to benefit from meaningful increases in retransmission revenues
and related cash flow supplemented by significant political
revenues in 2014. Ratings are constrained by the company's lack of
national scale, a station portfolio with mostly Fox affiliates,
and event risk including additional dividends. FoxCo faces
heightened competition for advertising dollars due to ongoing
media fragmentation as cable television and digital services
increase their share of ad dollars. Ratings are supported by good
EBITDA margins due to growing high margin retransmission revenues
as well as cost savings from its operating agreement with Local TV
and management contract with Tribune Company. Cash balances of a
minimum $10 million over the next 12 months plus high single-digit
percentage free cash flow-to-debt ratios contribute to good
liquidity.

The assigned ratings are subject to review of final documentation
and assume no increase in the proposed dividend or aggregate
amount of credit facilities.

The stable outlook reflects Moody's view that FoxCo will grow core
advertising revenues as well as net retransmission fees and apply
excess cash to reduce debt balances resulting in 2-year debt-to-
EBITDA ratios improving from the initial 6.7x level (including
Moody's standard adjustments) estimated for the proposed
refinancing and dividend. The outlook also incorporates Moody's
expectations that the company will maintain good liquidity and
generate high single-digit percentage free cash flow-to-debt
ratios in the absence of subsequent dividends.

Ratings could be downgraded if the company upsizes the new term
loan B resulting in initial leverage exceeding currently proposed
levels. Ratings could also be downgraded if the company is not
able to grow core revenues due to soft ad demand in key markets
reflecting economic weakness in key markets or lack of competitive
Fox programming, and resulting in 2-year debt-to-EBITDA ratios
(including Moody's standard adjustments) being sustained above
5.75x beyond 1Q2014. Weakened liquidity, including low single-
digit free cash flow, could also lead to a downgrade. An upgrade
is not likely given ownership by a financial sponsor and FoxCo's
recent track record for increasing debt balances and funding
distributions; however, Moody's could consider an upgrade of
ratings if management provides assurances they would operate the
company consistent with the higher rating and if revenue growth
and debt repayments result in trailing 2-year debt-to-EBITDA
ratios being sustained comfortably below 4.50x with low double
digit free cash flow-to-debt ratios.

The principal methodology used in this rating was the Global
Broadcast and Advertising Related Industry 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.

Formed in 2008 through the acquisition of eight stations from Fox
Television Stations, Inc., FoxCo Acquisition Sub, LLC owns or
operates 10 stations in DMA's ranked #17 to #57, including seven
owned Fox affiliates and one owned CBS affiliate, plus two
stations operated under Local Marketing Agreements with Tribune
Broadcasting. Local TV Holdings, LLC, which is 95% owned by
affiliates of Oak Hill Capital Partners, serves as FoxCo's parent
company. The company maintains headquarters in Newport, Kentucky
and net revenue for the 12 months ended September 30, 2012 totaled
$372 million.


FREESEAS INC: Issues Add'l 90,000 Shares to Hanover
---------------------------------------------------
The Supreme Court of the State of New York, County of New York, on
Feb. 13, 2013, entered an order approving, among other things, the
fairness of the terms and conditions of an exchange pursuant to
Section 3(a)(10) of the Securities Act of 1933, as amended, in
accordance with a stipulation of settlement between FreeSeas Inc.,
and Hanover Holdings I, LLC, in the matter entitled Hanover
Holdings I, LLC v. FreeSeas Inc., Case No. 150802/2013.  Hanover
commenced the Action against the Company on Jan. 28, 2013, to
recover an aggregate of $740,651 of past-due accounts payable of
the Company, plus fees and costs.  The Settlement Agreement became
effective and binding upon the Company and Hanover upon execution
of the Order by the Court on Feb. 13, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on Feb. 13, 2013, the Company issued and delivered to
Hanover 185,000 shares of the Company's common stock, $0.001 par
value.

The Settlement Agreement provides that the Initial Settlement
Shares will be subject to adjustment on the trading day
immediately following the "Calculation Period" to reflect the
intention of the parties that the total number of shares of Common
Stock to be issued to Hanover pursuant to the Settlement Agreement
be based upon a specified discount to the trading volume weighted
average price of the Common Stock for a specified period of time
subsequent to the Court's entry of the Order.

On Feb. 19, 2013, the Company issued and delivered to Hanover
90,000 Additional Settlement Shares, and on Feb. 25, 2013, the
Company issued and delivered to Hanover another 90,000 Additional
Settlement Shares.

Since the issuance of the Initial Settlement Shares and Additional
Settlement Shares, Hanover demonstrated to the Company's
satisfaction that it was entitled to receive another 90,000
Additional Settlement Shares based on the adjustment formula, and
that the issuance of those Additional Settlement Shares to Hanover
would not result in Hanover exceeding the beneficial ownership
limitation.  Accordingly, on Feb. 26, 2013, the Company issued and
delivered to Hanover 90,000 Additional Settlement Shares pursuant
to the terms of the Settlement Agreement approved by the Order.

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

                        http://is.gd/vv7SHO

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of Oct.
12, 2012, the aggregate dwt of the Company's operational fleet is
approximately 197,200 dwt and the average age of its fleet is 15
years.

As reported in the Troubled Company Reporter on July 18, 2012,
Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, expressed substantial doubt about FreeSeas'
ability to continue as a going concern, following its audit of the
Company's financial statements for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  "In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements with banks."

The Company's balance sheet at June 30, 2012, showed
US$120.8 million in total assets, US$104.1 million in total
current liabilities, and shareholders' equity of US$16.7 million.


FUELSTREAM INC: Amends 1.1 Million Shares Resale Prospectus
-----------------------------------------------------------
Fuelstream, Inc., filed with the U.S. Securities and Exchange
Commission an amended Form S-1 relating to the resale of 1.12
million shares of common stock of Fuelstream, Inc., by Peak One
Opportunity Fund, L.P., for a proposed maximum aggregate offering
price of $2.75 million.

The Company will not receive any of the proceeds from the sale of
the shares by the selling stockholders.  Any participating broker-
dealers and any selling stockholders who are affiliates of broker-
dealers may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended, and any commissions or
discounts given to any such broker-dealer or affiliates of a
broker-dealer may be regarded as underwriting commissions or
discounts under the Securities Act.



The Company's common stock is traded on the over-the-counter
market under the symbol "FLST".  The closing bid price for the
Company's common stock on Jan. 15, 2013, was $2.02 per share, as
reported by the OTCQB.

A copy of the amended prospectus is available at:

                        http://is.gd/m1W8yl

                         About Fuelstream

Draper, Utah-based Fuelstream, Inc., is an in-wing and on-location
supplier and distributor of aviation fuel to corporate,
commercial, military, and privately-owned aircraft throughout the
world.  The Company also provides a variety of ground services
either directly or through its affiliates, including concierge
services, passenger andbaggage handling, landing rights,
coordination with local aviation authorities, aircraft maintenance
services, catering, cabin cleaning, customsapprovals, and third-
party invoice reconciliation.  The Company's personnel assist
customers in flight planning and aircraft routing aircraft,
obtaining permits, arranging overflies, and flight follow
services.

Morrill & Associates, LLC, in Bountiful, Utah, expressed
substantial doubt about Fuelstream's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has negative working capital, negative cash flows from
operations and recurring operating losses.

The Company's balance sheet at Sept. 30, 2012, showed
$3.04 million in total assets, $4.87 million in total liabilities
and a $1.82 million total stockholders' deficit.


GABRIEL SALES: Golan & Christie Awarded $52,300 in Fees
-------------------------------------------------------
Bankruptcy Judge Pamela S. Hollis awarded the law firm of Golan &
Christie LLP, $52,310 in total fees and expenses for its work as
counsel to the debtor, Gabriel Sales Co. of Oak Park, Inc.  The
firm originally sought $51,304 in fees and reimbursement of
$1,624.08 in costs.  The fees were reduced by $618 pursuant to the
Court's Feb. 21 Order available at http://is.gd/s5GV0Gfrom
Leagle.com.

Gabriel Sales Co. of Oak Park, Inc., in Northlake, Illinois, filed
for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 12-39770) on
Oct. 5, 2012, listing $163,980 in total assets and $1,123,881 in
total liabilities.  Judge Pamela S. Hollis presides over the case.
The Debtor is represented in the case by:

         Barbara L. Yong, Esq.
         GOLAN & CHRISTIE LLP
         70 West Madison, Suite 1500
         Chicago, IL 60602
         Tel: (312) 263-2300
         E-mail: blyong@golanchristie.com

                  - and -

         Robert R. Benjamin, Esq.
         GOLAN & CHRISTIE, LLP
         70 West Madison Street, Suite 1500
         Chicago, IL 60602
         Tel: (312) 263-2300
         Fax: (312) 263-0939
         E-mail: rrbenjamin@golanchristie.com

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/ilnb12-39770.pdf
The petition was signed by Stuart A. Swezey, president.


GELTECH SOLUTIONS: P. O'Connell Holds 6% Equity Stake at Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Phillip D. O'Connell, Jr., disclosed that, as
of Dec. 31, 2012, he beneficially owns 1,956,274 shares of common
stock of GelTech Solutions, Inc., representing 6.5% of the shares
outstanding.  Mr. O'Connell previously reported beneficial
ownership of 1,710,858 common shares or a 7.4% equity stake as of
Dec. 31, 2011.  A copy of the amended filing is available at:

                        http://is.gd/QntYTY

                           About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.


The Company's balance sheet at Dec. 31, 2012, showed $1.15 million
in total assets, $3.80 million in total liabilities and a $2.65
million total stockholders' deficit.

"As of December 31, 2012, the Company had a working capital
deficit, an accumulated deficit and stockholders' deficit of
$1,339,923, $26,011,370 and $2,655,057, respectively, and incurred
losses from operations of $3,211,484 for the six months ended
December 31, 2012 and used cash from operations of $1,994,491
during the six months ended December 31, 2012.  In addition, the
Company has not yet generated revenue sufficient to support
ongoing operations.  These factors raise substantial doubt
regarding the Company's ability to continue as a going concern."


GELTECH SOLUTIONS: P. Cordani Holds 5% Equity Stake at Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Peter Cordani disclosed that, as of Dec. 31,
2012, he beneficially owns 1,542,065 shares of common stock of
GelTech Solutions, Inc., representing 5.1% of the shares
outstanding.  Mr. Cordani previously reported beneficial ownership
of 755,609 common shares or a 3.2% equity stake as of Dec. 31,
2011.  A copy of the amended filing is available for free at:

                        http://is.gd/G8ix35

                           About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

The Company's balance sheet at Dec. 31, 2012, showed $1.15 million
in total assets, $3.80 million in total liabilities and a $2.65
million total stockholders' deficit.

"As of December 31, 2012, the Company had a working capital
deficit, an accumulated deficit and stockholders' deficit of
$1,339,923, $26,011,370 and $2,655,057, respectively, and incurred
losses from operations of $3,211,484 for the six months ended
December 31, 2012 and used cash from operations of $1,994,491
during the six months ended December 31, 2012.  In addition, the
Company has not yet generated revenue sufficient to support
ongoing operations.  These factors raise substantial doubt
regarding the Company's ability to continue as a going concern."


GEOMET INC: Taps Lantana to Market Coal Bed Methane Interest
------------------------------------------------------------
GeoMet, Inc., has engaged Lantana Oil & Gas Partners to market all
of the Company's coal bed methane interests located in the state
of Alabama.  The Company has non-operating interests in 1,058
wells located in the Black Warrior Basin.  All of these wells have
royalty or overriding royalty interests and additionally 498 of
these wells include a 15% working interest.  The Company also has
a 100% working interest and operates 252 wells in the Cahaba
Basin.

The interests in these properties represented 30% of the Company's
net daily sales of natural gas and 38% of operating income during
the twelve months ending Dec. 31, 2012.  At Dec. 31, 2012, using
Securities and Exchange Commission guidelines, the interests in
these wells represented approximately 31% of the Company's proved
reserves and 38% of the PV10.

If the Company sells these properties, net proceeds from the sale
of these properties will be used to reduce the Company's
borrowings under its bank credit agreement.

                         About Geomet Inc.

Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams (coalbed methane)
and non-conventional shallow gas.  Its principal operations and
producing properties are located in the Cahaba and Black Warrior
Basins in Alabama and the central Appalachian Basin in Virginia
and West Virginia.  It also owns additional coalbed methane and
oil and gas development rights, principally in Alabama, Virginia,
West Virginia, and British Columbia.  As of March 31, 2012, it
owns a total of 192,000 net acres of coalbed methane and oil and
gas development rights.

"As of May 11, 2012, we had $148.6 million outstanding under our
Fifth Amended and Restated Credit Agreement," the Company said in
its quarterly report for the period ending March 31, 2012.  "As of
March 31, 2012, we were in compliance with all of the covenants in
our Credit Agreement.  The Credit Agreement provides, however,
that if the amount outstanding at any time exceeds the 'borrowing
base', we must provide additional collateral to the lenders or
repay the excess as provided in the Credit Agreement.  The
borrowing base is set in the sole discretion of our lenders in
June and December of each year based, in part, on the value of our
estimated reserves as determined by the lenders using natural gas
prices forecasted by the lenders."

"Due to the decline in the bank group's price projections, we
expect our outstanding loan balance at the June determination date
will exceed the new borrowing base, resulting in a borrowing base
deficiency.  We do not have additional collateral to provide to
the lenders and we expect that our operating cash flows would be
insufficient to repay the expected borrowing base deficiency, as
required under the Credit Agreement. As such, unless we amend the
Credit Agreement, we may be in default under the agreement when
the borrowing base is determined in June 2012.  In addition, the
elimination of the unused availability under the borrowing base,
which is a factor in our working capital covenant, may result in a
future default of that covenant under the Credit Agreement."

The Company said it has begun discussions with its bank group.
According to the Company, "Until the borrowing base for June 2012
has been determined, we will not know the amount of the
deficiency.  As of March 31, 2012, the debt is classified as long-
term as we are not in violation of any debt covenants.  Should we
be in violation of any covenants which have not been waived or
have a borrowing base deficiency as of June 30, 2012, some or all
of the debt will be reclassified to current.  There are no
assurances that we will be able to amend our Credit Agreement or
obtain a waiver.  If we do obtain a waiver or an amendment, there
can be no assurance as to the cost or terms of such an amendment."

"These conditions raise substantial doubt about our ability to
continue as a going concern for the next twelve months."

The Company's balance sheet at Sept. 30, 2012, showed
$108.08 million in total assets, $171.67 million in total
liabilities, $33.28 million in mezzanine equity, and a $96.86
million total stockholders' deficit.


GENERAL EMPLOYMENT: NYSE MKT Sends Notice on Missing Financials
---------------------------------------------------------------
General Employment Enterprises, Inc. disclosed that on Feb. 21,
2013, the Company received a letter from NYSE MKT, LLC which
stated, among other things, that the Company has failed to timely
file its quarterly financial statement with the SEC for the
quarter ended Dec. 31, 2012, and that the timely filing of this
report is a condition to the Company's continued listing on the
NYSE MKT pursuant to Sections 134 and 1101 of the NYSE MKT'S
Company Guide.  The Company has furnished a plan to the NYSE MKT,
as previously required, advising the NYSE MKT of an action plan it
has taken that will bring the Company in compliance with Sections
134 and 1101 of the NYSE MKT's Company Guide by April 17, 2013.

The Company and its new independent registered public accounting
firm are working diligently to finalize the Company's financial
statements in order to allow the Company to file its annual report
for its fiscal year ended Sept. 30, 2012 and the quarterly report
for the period ended Dec. 31, 2012.

If the NYSE MKT determines that the Company has made a reasonable
demonstration of its ability to return to compliance with the
continued listing standards, the NYSE MKT may accept the Plan and
the Company would then be able to continue its listing during the
Plan period, during which time the Company will be subject to
periodic reviews by the NYSE MKT.  If the NYSE MKT does not accept
the Plan, the Company will be subject to delisting proceedings.
As previously reported, if the Plan is accepted, but the Company
is not in compliance with all the continued listing standards of
the Company Guide by April 17, 2013, or if the Company does not
make progress consistent with the Plan during the Plan period, the
NYSE MKT may initiate delisting proceedings.  The Company may
appeal a determination by the NYSE MKT to initiate delisting
proceedings in accordance with Section 1010 and Part 12 of the
Company Guide.  There can be no assurance that the Company's Plan
will be accepted by the NYSE MKT, or that, if accepted, the
Company will be able to successfully implement the Plan and return
to compliance with the NYSE MKT's continued listing standards
within the required time period.

The Company's common stock continues to trade on the NYSE MKT
stock exchange under the symbol "JOB," but will become subject to
the trading symbol extension ".LF" to denote non-compliance with
the NYSE MKT's continued listing standards.

                     About General Employment

General Employment Enterprises, Inc. was incorporated in the State
of Illinois in 1962 and is the successor to employment offices
doing business since 1893. The Company's segments consist of the
following: (a) professional placement services specializing in the
placement of information technology, engineering, and accounting
professionals for direct hire and contract staffing, (b) temporary
staffing services in the agricultural industry and (c) temporary
staffing services in light industrial staffing.


GLYECO INC: Leonid Frenkel Discloses 7% Equity Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Leonid Frenkel disclosed that, as of Dec. 31,
2012, he beneficially owns 2,680,000 shares of common stock of
Glyeco, Inc., representing 7.74% of the shares outstanding.  A
copy of the filing is available at http://is.gd/qFnP1Y

                         About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Jorgensen & Co., in Lehi, Utah, expressed substantial doubt about
GlyEco's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has not yet achieved
profitable operations and is dependent on the Company's ability to
raise capital from stockholders or other sources and other factors
to sustain operations.

The Company's balance sheet at Sept. 30, 2012, showed $1.55
million in total assets, $2.24 million in total liabilities and a
$685,243 total stockholders' deficit.


GREEN EARTH: Incurs $4.3 Million Net Loss in Dec. 31 Quarter
------------------------------------------------------------
Green Earth Technologies, Inc., reported a net loss of $4.34
million on $1.27 million of net sales for the three months ended
Dec. 31, 2012, as compared with a net loss of $4.68 million on
$1.57 million of net sales for the same period during the prior
year.

For the six months ended Dec. 31, 2012, the Company incurred a net
loss of $4.97 million on $3.35 million of net sales, as compared
with a net loss of $6.95 million on $3.41 million of net sales for
the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $9.79 million
in total assets, $22.51 million in total liabilities and a
$12.72 million total stockholders' deficit.

A copy of the Form 10-Q filed with the U.S. Securities and
Exchange Commission is available for free at:

                        http://is.gd/YLLqaz

                  About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products.  The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.

Green Earth reported a net loss of $11.26 million for the
year ended June 30, 2012, compared with a net loss of $12.21
million during the prior fiscal year.

Friedman LLP, in East Hanover, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the fiscal year ended June 30, 2012.  The independent auditors
noted that the Company's losses, negative cash flows from
operations, working capital deficit and its ability to pay its
outstanding liabilities through fiscal 2013 raise substantial
doubt about its ability to continue as a going concern.


GREEN ENERGY: LMD Capital Discloses 10% Equity Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, LMD Capital, LLC, disclosed that, as of
Dec. 31, 2012, it beneficially owns 4,609,115 shares of common
stock of Green Energy Management Services Holdings, Inc.,
representing 10.4% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/qRDs6S

                        About Green Energy

Baton Rouge, Louisiana-based Green Energy Management Services
Holdings, Inc., is a full service energy management company.  GEM
provides its clients all forms of energy efficiency solutions
mainly based in two functional areas: energy efficient lighting
upgrades and efficient water utilization.  GEM is currently
primarily involved in the distribution of energy efficient light
emitting diode ("LED") units (the "Units") to end users who
utilize substantial quantities of electricity.  GEM is also
currently involved in the initial stages of customer installation
of its Water Management System.  GEM structures its contracts
with no upfront or maintenance costs to its customers and shares
in the achieved energy, water utilization and maintenance
savings.

In its audit report for the 2011 results, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Green Energy
Management Services Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations.

The Company reported a net loss of $19.25 million on $116,550 of
revenue for 2011, compared with a net loss of $1.91 million on
$291,311 of revenue for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.34
million in total assets, $4.83 million in total liabilities, all
current, and a $3.49 million total stockholders' deficit.

                        Bankruptcy Warning

"As of September 30, 2012, we had cash of $13,996 and contract
receivables of $32,193.  With the funds that we currently have on
hand and the potential third party financing to monetize the
revenues projected from our agreement with Co-op City, pursuant to
which we have received approximately $21,000 per month to date, we
believe that we will be able to sustain our current level of
operations for approximately the next 12 months.

"Risk Factors for the matters for which a negative outcome could
result in payments by us of substantial monetary damages, or
changes to our products or our business, which may have a material
and adverse impact on our business, financial condition or results
of operations or force us to file for bankruptcy and/or cease our
operations."


GUIDED THERAPEUTICS: Passes Quality Audit CE Mark Certification
---------------------------------------------------------------
Guided Therapeutics, Inc., passed its annual independent quality
audit and, with all external and mechanical testing completed,
plans to apply the Edition 3 CE Mark to the LuViva(R) Advanced
Cervical Scan for expanded commercial introduction of the product
in select European countries.

"Passing the annual ISO audit and completing all the testing
required to apply the Edition 3 CE Mark to LuViva(R) are major
accomplishments for the company and allows management to
accelerate its planned product rollout, in tandem with our
production ramp up," said Mark L. Faupel, Ph.D., CEO and president
of Guided Therapeutics, Inc.

"Manufacturing is set to accelerate over the next three to six
months and we have plans for the introduction of LuViva in select
countries on a rolling basis," added Dr. Faupel.  "After initial
shipments to Canada this quarter, we will turn our focus to
supplying our distributors in Turkey, the United Kingdom and
Northern Europe.  We are also capitalizing on meetings recently
held with more than 120 potential distributors at Arab Health,
which has resulted in a highly competitive landscape for several
potentially lucrative markets.  In conjunction with our
distributors, we will also begin regulatory work in Asia and Latin
America later this year, while assessing our technology for
primary screening in areas of the world where the infrastructure
does not exist for Pap test screening."

LuViva became compliant with the Edition 2 CE Mark in July, 2012.
All external third-party and mechanical testing for the Edition 3
CE Mark has been successfully completed and final software
documentation is being compiled and will be filed before the
European roll out.  LuViva has marketing approval from Health
Canada and is under U.S. Food and Drug Administration Premarket
review.

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

The Company reported a net loss of $6.64 million in 2011, compared
with a net loss of $2.84 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$4.77 million in total assets, $2.64 million in total liabilities
and $2.12 million in total stockholders' equity.

In its report on the Company's 2011 Form 10-K, UHY LLP, in
Sterling Heights, Michigan, noted that the Company's recurring
losses from operations and accumulated deficit raise substantial
doubt about its ability to continue as a going concern.

                        Bankruptcy Warning

"At September 30, 2012, the Company had working capital of
approximately $607,000 and it had stockholders' equity of
approximately $2.0 million, primarily due to the recurring losses,
offset in part by the recognition of the warrants exchanged as
part of the Warrant Exchange Program.  As of September 30, 2012,
the Company was past due on payments due under its notes payable
in the amount of approximately $406,000.

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the first quarter of 2013, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under its development agreement with Konica Minolta and
additional NCI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection."


H&M OIL & GAS: Okin Adams Approved as Counsel for Ch. 11 Trustee
----------------------------------------------------------------
Douglas J. Brickley, the Chapter 11 trustee in the H&M Oil & Gas
LLC et al. bankruptcy case, obtained permission from the U.S.
Bankruptcy Court for the Northern District of Texas to employ Okin
Adams & Kilmer LLP as counsel.

Okin Adams will, among other things:

      a) consult with and advise the Chapter 11 Trustee with
         respect to the powers and duties of a Chapter 11 trustee
         in the continued management and operation of the Debtors'
         businesses and properties;

      b) assist and advise the Chapter 11 Trustee in his
         consultations relative to the administration of this
         case;

      c) assist the Chapter 11 Trustee in preparing pleadings and
         applications as may be necessary in furtherance of the
         Chapter 11 Trustee's interests and objectives;

      d) review and analyze all applications, orders, statements
         of operations and schedules filed with the Court and
         advise the Chapter 11 Trustee regarding same; and

      e) advise the Chapter 11 Trustee of his responsibilities to
         the unsecured creditors and to the investors and direct
         necessary communication with same, including attendance
         at meetings and negotiations with representatives of
         creditors and investors, their respective counsel, and
         other parties-in-interest.

Okin Adams will be paid at these hourly rates:

         Matthew Okin, Partner         $395
         Brian Kilmer, Partner         $375
         Christopher Adams, Partner    $375
         Brian Roman, Associate        $305
         Meritt Crosby, Associate      $295
         Renee Bayer, Associate        $215
         Dana Drake, Legal Assistant   $135

To the best of the Debtors' knowledge, Okin Adams is a
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                          About H&M Oil

H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on
April 30, 2012.  Another entity, Anglo-American Petroleum Corp.
(Case No. 12-32786) simultaneously filed for Chapter 11.  H&M Oil
disclosed $297,119,773 in assets and $77,463,479 in liabilities as
of the Chapter 11 filing.

H&M Oil & Gas is an oil and gas production and development
company.  H&M, through its operating company, H&M Resources LLC,
is focused on developing its leases in the Permian basin and Texas
panhandle.  Dallas, Texas-based Anglo-American Petroleum --
http://www.angloamericanpetroleum.com/-- is the holding
corporation for H&M Oil.

Judge Barbara J. Houser presides over the case.  The Debtors are
represented by Keith William Harvey, Esq., at Anderson Tobin PLLC,
in Dallas.  Lain Faulkner & Co., PC, serves as financial adviser.

The Debtor filed a Plan in October 2012, designed to pay lender
Prospect Capital Corp. by delivery of crude oil rather than cash.

In November 2012, the bankruptcy judge approved the appointment of
a trustee to replace management.  The advent of a trustee
automatically allows creditors to file reorganization plans.  In
addition to seeking appointment of a trustee, Prospect had been
seeking permission to file a plan competing with H&M's.

Douglas J. Brinkley, of The Claro Group, LLC, has been appointed
as the Chapter 11 trustee.  The U.S. Trustee selected Mr. Brinkley
following after consultation with Keith Harvey, counsel for the
Debtors, and Jason Brookner, counsel for the creditor.


HCR HEALTHCARE: Moody's Lowers CFR to B3; Outlook is Stable
-----------------------------------------------------------
Moody's Investors Service downgraded HCR Healthcare LLC's
Corporate Family Rating to B3 from B2 and its Probability of
Default Rating to B3-PD from B2-PD. In addition, Moody's
downgraded the senior secured credit facilities ratings to B1 from
Ba3. The outlook is stable.

The downgrade of HCR's Corporate Family Rating reflects lower
EBITDA and cash flow, due to reimbursement reductions that
resulted in very high leverage (per GAAP reporting). Moody's
expects only modest improvement in financial performance in 2013,
which will limit near-term improvement in leverage.

The following ratings were downgraded and LGD assessments revised:

HCR Healthcare LLC

  Corporate family rating to B3 from B2

  Probability of default rating to B3-PD from B2-PD

  $175 million senior secured revolving credit facility expiring
  2016 to B1 (LGD 2, 25%) from Ba3 (LGD2, 23%)

  $400 million senior secured term loan due 2018 to B1 (LGD 2,
  25%) from Ba3 (LGD2, 23%)

Ratings Rationale:

HCR's B3 Corporate Family Rating reflects HCR's considerable
financial leverage when allowing for the sizable lease obligation
and lower earnings due to reimbursement reductions that will limit
near-term improvement to credit metrics. It will be difficult for
HCR to reduce leverage given that the preponderance of adjusted
leverage relates to the company's sale and leaseback of skilled
nursing and assisted living facilities. Furthermore, despite the
expectation that revenue growth will be challenged given continued
reimbursement pressures and significant cash outlays related to
leased facilities, Moody's expects the company to maintain a good
liquidity profile.

The rating benefits from HCR's scale, geographic diversity and
strong market position in the skilled nursing sector, which should
help the company adapt to future reimbursement changes. Moody's
also expects continued growth in related lines of businesses,
including assisted living and hospice.

The stable outlook reflects Moody's expectation for continuing
high leverage and only modest improvement in EBITDA in 2013, which
will limit strengthening in credit metrics. Moody's expects the
company to remain disciplined with respect to acquisitions and the
use of incremental leverage, while mitigating future reimbursement
pressures with cost reductions and curtailing investment growth if
necessary.

Given the expected flatness of credit metrics, Moody's does not
foresee a rating upgrade in the near term. However, the rating
could be upgraded if the company can substantially grow earnings
and cash flow so that key credit metrics materially improve. In
addition, Moody's will need to see the reimbursement rate
environment stabilize. If Moody's comes to expect leverage --
using the GAAP presentation of the financing obligation --
improving to around 6.5 times, the rating could be upgraded.

Moody's could downgrade the rating if there are further negative
developments regarding future reimbursement levels or if the
company's operations weaken, including a softening in occupancy
levels. In addition, if the company engages in debt-financed
acquisitions or its liquidity profile weakens, the rating could be
downgraded.

The principal methodology used in rating HCR was the Global
Healthcare Service Providers 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.

HCR Healthcare LLC provides a range of health care services,
including skilled nursing care, assisted living, post-acute
medical and rehabilitation care, hospice care, home health care
and rehabilitation therapy. HCR is owned by private equity sponsor
The Carlyle Group and management. For the twelve months ended
September 30, 2012, HCR generated $4.1 billion in revenues.


HEALTHWAREHOUSE.COM INC: J. Backus Holds 15% Stake at Feb. 13
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, John C. Backus and his affiliates disclosed
that, as of Feb. 13, 2013, they beneficially own 2,366,596 shares
of common stock of HealthWarehouse.com, Inc., representing 15.1%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/g6UyBa

                     About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is
a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-
commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

The Company's balance sheet at June 30, 2012, showed $2.24 million
in total assets, $6.82 million in total liabilities, $752,226 in
redeemable preferred stock, and a $5.33 million total
stockholders' deficiency.

The Company reported a net loss of $5.71 million in 2011, compared
with a net loss of $3.69 million in 2010.

"Since inception, the Company has financed its operations
primarily through product sales to customers, debt and equity
financing agreements, and advances from stock holders.  As of
June 30, 2012 and December 31, 2011, the Company had negligible
cash and working capital deficiency of $5,724,914 and $2,404,464,
respectively.  For the six months ended June 30, 2012, cash flows
included net cash used in operating activities of $581,948, net
cash provided by investing activities of $138,241 and net cash
provided by financing activities of $443,846.  Additionally, all
of the Company's outstanding convertible notes payable mature at
the end of December 2012 and outstanding notes payable mature in
January 2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern," the Company
said in its quarterly report for the period ended June 30, 2012.

In the auditors' report accompanying the consolidated financial
statement for the year ended Dec. 31, 2011, Marcum LLP, in New
York, expressed substantial doubt about HealthWarehouse.com's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.


HEALTHWAREHOUSE.COM INC: J. Marra Discloses 14% Stake at Feb. 1
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Janice Marra disclosed that, as of Feb. 1, 2013, she
beneficially owns 2,401,582 shares of common stock of
HealthWarehouse.com, Inc., representing 14.1% of the shares
outstanding.  A copy of the filing is available for free at:

                       http://is.gd/yR2V3Q

                    About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is
a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-
commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

The Company's balance sheet at June 30, 2012, showed $2.24 million
in total assets, $6.82 million in total liabilities, $752,226 in
redeemable preferred stock, and a $5.33 million total
stockholders' deficiency.

The Company reported a net loss of $5.71 million in 2011, compared
with a net loss of $3.69 million in 2010.

"Since inception, the Company has financed its operations
primarily through product sales to customers, debt and equity
financing agreements, and advances from stock holders.  As of
June 30, 2012 and December 31, 2011, the Company had negligible
cash and working capital deficiency of $5,724,914 and $2,404,464,
respectively.  For the six months ended June 30, 2012, cash flows
included net cash used in operating activities of $581,948, net
cash provided by investing activities of $138,241 and net cash
provided by financing activities of $443,846.  Additionally, all
of the Company's outstanding convertible notes payable mature at
the end of December 2012 and outstanding notes payable mature in
January 2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern," the Company
said in its quarterly report for the period ended June 30, 2012.

In the auditors' report accompanying the consolidated financial
statement for the year ended Dec. 31, 2011, Marcum LLP, in New
York, expressed substantial doubt about HealthWarehouse.com's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.


HOSTESS BRANDS: Bakery Workers' Union Opposes Sale to Flowers
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc., the liquidating baker of Wonder
bread, will conduct an auction for most of its bread business on
Feb. 28 where the initial bid of $390 million will be made by
Flowers Foods Inc.

According the report, the bakery workers' union filed papers
Feb. 25 opposing a sale to Flowers, saying the initial bidder "has
not committed to preserving a single job."  The union told the
judge that a buyer's commitment to hire former workers should be
taken into consideration in deciding who made the highest or best
offer.

Brian Mahoney of Bankruptcy Law360 reported that a group of 141
labor unions told a New York bankruptcy judge Monday that they
were reserving the right to seek damages over job losses tied to
the combined $390 million sale of Hostess Brands Inc.'s bread- and
beefsteak-related brands.

The report related that the Interstate Brands Corp.-International
Brotherhood of Teamsters National Negotiating Committee said the
sale of Hostess' bread and beefsteak lines to Flowers Foods do not
guarantee any jobs to current Hostess employees who work under the
brands.

                      About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.  The bankruptcy filing was made two years after
predecessors Interstate Bakeries Corp. and its affiliates emerged
from bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down.  Employee headcount is expected to
decrease by 94% within the first 16 weeks of the wind down.  The
entire process was expected to be completed in one year.

The first auction will take place Feb. 28, 2013, where the initial
bid of $390 million for most of the bread business will be made by
Flowers Foods Inc.  March 13 will be the auction for the snack
cake business where the opening bid of $410 million cash will come
from affiliates of Apollo Global Management LLC and C. Dean
Metropoulos & Co.  The major sales will close out on March 15 with
an auction to learn if $56.35 million is the most to be earned
from selling some of the remaining bread businesses and the Drakes
cakes operation.


HYPERTENSION DIAGNOSTICS: Had $42,000 Net Loss at Dec. 31 Qtr.
--------------------------------------------------------------
Hypertension Diagnostics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $42,500 on $13,437 of total revenues for the three
months ended Dec. 31, 2012, as compared with a net loss of
$213,649 on $1.19 million of total revenues for the same period
during the prior year.

For the six months ended Dec. 31, 2012, the Company incurred a net
loss of $772,337 on $48,059 of total revenues, as compared with a
net loss of $1.22 million on $1.19 million of total revenues for
the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $1 million in
total assets, $1.90 million in total liabilities and a $896,994
total shareholders' deficit.

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

                        http://is.gd/wXwpql

                 About Hypertension Diagnostics

Minnetonka, Minnesota-based Hypertension Diagnostics, Inc., was
previously engaged in the design, development, manufacture and
marketing of proprietary devices.  In August 2011, the Company
sold its medical device inventory, subleased its office and
manufacturing facility, and entered into a limited license
agreement with a company controlled by Jay Cohn, a founder and at
that time, a director of the Company.  In September 2011, the
Company formed HDI Plastics Inc. ("HDIP"), a wholly owned-
subsidiary, leased a facility for warehouse and processing of
recycled plastic, purchased selected manufacturing assets and
began engaging in the business of plastics reprocessing in Austin,
Tex.  On March 29, 2012, the Company ceased operations at the
Austin facility and it is currently seeking to relocate the
processing facility to a new location.

The Company currently has a plan to resume production around
Feb. 1, 2013, assuming adequate capital is obtained to do so.

As reported in the TCR on Oct. 2, 2012, Moquist Thorvilson
Kaufmann & Pieper LLC, in Edina, Minnesota, expressed substantial
doubt about Hypertension's ability to continue as a going concern.
The independent auditors noted that the Company had net losses for
the years ended June 30, 2012, and 2011, and has a stockholders'
deficit at June 30, 2012.


ICEWEB INC: Incurs $791,000 Net Loss in Dec. 31 Quarter
-------------------------------------------------------
IceWeb, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $791,126 on $313,411 of sales for the three months ended
Dec. 31, 2012, as compared with a net loss of $1.02 million on
$758,898 of sales for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.78 million
in total assets, $3.46 million in total liabilities and a $1.68
million total stockholders' deficit.

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

                        http://is.gd/AdfUZ6

                           About IceWEB

Sterling, Va.-based IceWEB, Inc., manufactures and markets
purpose-built appliances, network and cloud-attached storage
solutions and delivers on-line cloud computing application
services.  The Company's customer base includes U.S. government
agencies, enterprise companies, and small to medium sized
businesses (SMB).

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, expressed
substantial doubt about IceWEB's ability to continue as a going
concern.  The independent auditors noted that the Company had net
losses of $6,485,048 for the year ended Sept. 30, 2012.

The Company reported a net loss of $6.5 million on $2.6 million of
sales in fiscal 2012, compared with a net loss of $4.7 million on
$2.7 million of sales in fiscal 2011.


IMPLANT SCIENCES: Incurs $3.7 Million Net Loss in Dec. 31 Qtr.
--------------------------------------------------------------
Implant Sciences Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $3.72 million on $6.93 million of revenue for the
three months ended Dec. 31, 2012, as compared with a net loss of
$3.29 million on $1.13 million of revenue for the same period a
year ago.

For the six months ended Dec. 31, 2012, the Company incurred a net
loss of $16.47 million on $8.35 million of revenue, as compared
with a net loss of $6.36 million on $2.16 million of revenue for
the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $4.67 million
in total assets, $42.17 million in total liabilities and a $37.50
million total stockholders' deficit.

                        Bankruptcy Warning

"Despite our current sales, expense and cash flow projections and
$3,562,000 in cash available from our line of credit with DMRJ at
December 31, 2012, we will require additional capital in the third
quarter of fiscal 2013 to fund operations and continue the
development, commercialization and marketing of our products.  Our
failure to achieve our projections and/or obtain sufficient
additional capital on acceptable terms would have a material
adverse effect on our liquidity and operations and could require
us to file for protection under bankruptcy laws."

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

                        http://is.gd/zQf14v

                       About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has had recurring net losses and continues to experience
negative cash flows from operations.  As of Sept. 25, 2012, the
Company's principal obligation to its primary lender was
$33,429,000 with accrued interest of $3,146,000.  The Company is
required to repay all borrowings and accrued interest to this
lender on March 31, 2013.  These conditions raise substantial
doubt about its ability to continue as a going concern.


INERGETICS INC: L. Frenkel Discloses 9% Equity Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Leonid Frenkel disclosed that, as of Dec. 31,
2012, he beneficially owns 4,264,241 shares of common stock of
Inergetics, Inc., representing 9.9% of the shares outstanding.  A
copy of the filing is available for free at http://is.gd/REn37r

                          About Inergetics

Paramus, N.J.-based Inergetics, Inc., formerly Millennium
Biotechnologies Group, Inc., is a holding company for its
subsidiary Millennium Biotechnologies, Inc.  Millennium is a
research based bio-nutraceutical corporation involved in the field
of nutritional science.  Millennium's principal source of revenue
is from sales of its nutraceutical supplements, Resurgex Select(R)
and Resurgex Essential(TM) and Resurgex Essential Plus(TM) which
serve as a nutritional support for immuno-compromised individuals
undergoing medical treatment for chronic debilitating diseases.
Millennium has developed Surgex for the sport nutritional market.
The Company's efforts going forward will focus on sales of Surgex
in powder, bar and ready to drink forms.

The Company's balance sheet at Sept. 30, 2012, showed $1.11
million in total assets, $6.99 million in total liabilities, and a
$5.88 million total stockholders' deficit.

"However, the Company has a working capital deficit, significant
debt outstanding, incurred substantial net losses for the nine
months ended September 30, 2012 and 2011 and has accumulated a
deficit of approximately $81 million at September 30, 2012.  The
Company has not been able to generate sufficient cash from
operating activities to fund its ongoing operations.  There is no
guarantee that the Company will be able to generate enough revenue
and/or raise capital to support its operations in the future.
These factors raise substantial doubt about the Company's ability
to continue as a going concern," according to the Company's
quarterly report for the period ended Sept. 30, 2012.


INTELLICELL BIOSCIENCES: Borrows $500,000 From JMJ Financial
------------------------------------------------------------
Intellicell Biosciences, Inc., on Feb. 20, 2013, entered into
promissory note, as amended, with JMJ Financial, pursuant to which
the Investor agreed to lend the Company up to an aggregate
principal amount of $500,000 for an aggregate purchase price of
$450,000.  The Investor provided $100,000 to the Company on the
Effective Date.  The Note matures one year from the date of each
payment by the Investor to the Company.

The Company may repay the Note at any time on or before the 90th
day after the Effective Date, after which the Company may not make
further payments on the Note prior to the Maturity Date without
written approval from the Investor.  If the Company repays the
Note on or before the 90th day after the Effective Date, the
interest rate under the Note will be 0%.  If the Company does not
repay the Note on or before the 90th day after the Effective Date,
a one-time interest payment of 12% will be applied to the
Principal Sum.

The Investor may convert, beginning on the six month anniversary
of the Effective Date, the outstanding principal and accrued
interest on the Note into shares of the Company's common stock,
par value $0.001 per share at a conversion price per share equal
to the lesser of (i) $0.16 or (ii) 60% of the lowest trade price
in the 25 trading days prior to the date of conversion.  The
Conversion Price will be subject to adjustment for, among other
things, the Company's failure to be DTC eligible and only being
Xclearing deposit eligible.

The Company will include on the next registration statement the
Company files with Securities and Exchange Commission all shares
issuable upon conversion of the Note.  Failure to include those
securities on the next registration statement will result in
liquidated damages of 25% of the outstanding principal balance of
the Note, but not less than $25,000, being immediately due and
payable to the Investor at its election in the form of cash or
added to the Principal Sum of the Note.

The Investor has contractually agreed to restrict its ability to
convert the Note such that the number of shares of the Company
common stock held by the Investor and its affiliates after such
conversion does not exceed 4.99% of the Company's then issued and
outstanding shares of Common Stock.

So long as this Note is outstanding, upon any issuance by the
Company or any of its subsidiaries of any security with any term
more favorable to the holder of that security or with a term in
favor of the holder of such security that was not similarly
provided to the Investor in the Note, then the Company will notify
the Borrower of such additional or more favorable term and such
term, at Investor's option, will become a part of the transaction
documents with the Investor.

                   About Intellicell Biosciences

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

The Company has incurred losses since inception resulting in an
accumulated deficit of $43,079,590 and a working capital deficit
of $3,811,024 as of March 31, 2012, respectively.  However, if the
non-cash expense related to the Company's change in fair value of
derivative liability and stock based compensation is excluded then
the accumulated deficit amounted to $4,121,538.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$4.15 million in total assets, $7.31 million in total liabilities
and a $3.16 million total stockholders' deficit.


INTELLIPHARMACEUTICS: Broadfin Holds 9% Equity Stake at Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Broadfin Capital, LLC, and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
1,728,221 shares of common stock of Intellipharmaceutics
International Inc. representing 9.71% of the shares outstanding.
A copy of the filing is available at http://is.gd/Z5zizb

              About Intellipharmaceutics International

Intellipharmaceutics International Inc. is a pharmaceutical
company specializing in the research, development and manufacture
of novel and generic controlled-release and targeted-release oral
solid dosage drugs.

Deloitte LLP, in Toronto, Canada expressed substantial doubt
about Intellipharmaceutics' ability to continue as a going
concern.  The independent auditors noted that of the Company's
recurring losses from operations and accumulated deficit.

The Company reported a net loss of US$6.14 million on US$107,091
of research and development revenue for fiscal 2012, compared with
a net loss of US$4.88 million on US$501,814 of research and
development revenue for fiscal 2011.

The Company's balance sheet at Nov. 30, 2012, showed
US$2.47 million in total assets, US$4.24 million in total
liabilities, and a stockholders' deficit of US$1.77 million.


J & J DEVELOPMENTS: Heritage Bank to Pursue Sec. 363 Sale
---------------------------------------------------------
J & J Developments Inc. withdrew an application to employ Jimmie
Taylor Realtors as realtor.  According to papers filed in Court,
withdrawal was made as "Heritage Bank is interested in pursuing a
sale under 11 U.S.C. Sec. 363(k) to assume title in its own regard
under such terms and conditions as the parties may subsequently
agree."

Heritage Bank is represented in the Debtor's case by Bruce J.
Woner, Esq., at Woner, Glenn, Reeder & Girard, P.A.

                    About J & J Developments

J & J Developments Inc. is a real estate holding company holding
title to real estate in more than 20 locations in Kansas.  Many of
those locations contain convenience stores.

J & J Developments filed a Chapter 11 petition (Bankr. D.
Kan. Case No. 12-11881) in Wichita, Kansas, on July 12, 2012.
John E. Brown signed the petition as president and chief executive
officer.  The Debtor is represented by Edward J. Nazar, Esq., at
Redmond & Nazar, LLP, in Wichita, Kansas.  Judge Robert E. Nugent
presides over the case.  According to the petition, the Debtor has
scheduled assets of $18.7 million and scheduled liabilities of
$34,933.


JETBLUE AIRWAYS: Fitch Affirms 'CCC+' Senior Unsecured Rating
-------------------------------------------------------------
Fitch Ratings upgrades JetBlue Airways Corp.'s Issuer Default
Rating (IDR) to 'B' from 'B-', and affirms the senior unsecured
rating at 'CCC+', while revising the recovery rating to 'RR6' from
'RR5', which applies to approximately $285 million of convertible
notes. The Rating Outlook for JBLU is Stable.

Key Rating Drivers

The upgrade reflects JBLU's industry leading unit costs and
operating margin, track record of being consistently profitable
(even during downturns), improving cash flow and healthy liquidity
(including a growing unencumbered aircraft pool) in context of a
significantly improved operating environment in the US airline
industry. The 'B' rating also incorporates JBLU's lease-adjusted
leverage which has improved in recent years, but remains high at
approximately 6x on lease-adjusted debt/EBITDAR basis and a growth
strategy that is more aggressive than peers.

Despite JBLU's expansion and the devastating impact of Sandy, the
company was able to produce a PRASM gain of 3.6% in 2012. This is
impressive in context of a 7.6% increase in capacity, and reflects
1.4 point increase in load factor and a 1.5% increase in average
fares. Non-fuel costs have also been on the rise, with non-fuel
CASM up 3.3% reflecting a sharp increase (+38% y/y) in maintenance
costs. Nonetheless, JBLU remained profitable in 2012, with an
operating margin of 7.5% up a modest 40 basis points (bps) year-
over-year and at the high-end of its peers.

JBLU recorded its highest cash from operations in the tune of $700
million last year, but higher capex including an opportunistic
$200 million prefunding of 2013 deliveries led to negative free
cash flow (FCF) in 2012, as expected. FCF, along with ROIC,
remains a management focus as evidenced in the three consecutive
years of solid FCF from 2009-2011. JBLU's higher capex budget for
both new A320 deliveries and strategic investments in non-aircraft
is expected to pressure FCF this year. The company is budgeting
$450 million for aircraft (aircraft deliveries, sharklets etc.)
and $245 million non-aircraft strategic investments including $80
million earmarked for building out an international terminal at
Terminal 5 at JFK.

JBLU also faces looming debt maturities of ~$1.2 billion during
2013-2015, mainly aircraft backed debt. Fitch expects JBLU to use
Brazilian export financing for its EMB 190 deliveries, and fund
its other capital commitments through a combination of existing
cash, operating cash flow and external funding.

Accordingly, total liquidity, which includes cash, marketable
securities and a $125 million line of credit with American Express
(for jet-fuel purchase) as a percentage of trailing 12 month
revenues, is expected to decline to the mid-to-high teens from
levels above 20% seen over the past several years. During the
fourth quarter, JBLU upsized its line of credit with Morgan
Stanley to $200 million from $100 million. This facility is
secured by a portion of its marketable securities, hence, not
included in our total liquidity calculation. Furthermore, JBLU is
growing its unencumbered pool which now includes 11 unencumbered
A320s, considered Tier 1 collateral, up from just one aircraft at
year-end 2011.

Fitch's liquidity analysis also incorporates only modest
improvement in cash flow, given Fitch's conservative operating
assumptions. Management expects year-over-year PRASM to rebound in
March based on current booking trends and the Easter/Passover
holiday shift into March from April this year. Even with PRASM
ramping up after the first quarter, Fitch expects only a modest
improvement in operating margin reflecting our expectations for
slower PRASM growth for the year and continued maintenance cost
inflation. Management's guidance calls for a 1%-3% increase in
CASM, excluding fuel and profit-sharing. That said, an increase in
fare activity and corporate share (in Boston), higher connecting
traffic from its domestic and international partners, and growth
in high-margin ancillary revenues should boost total RASM higher
than our expectations, and also drive an increase in operating
margins, FCF and liquidity.

Near-term operating risks include a spike in jet-fuel prices and a
slowdown in the U.S. economy. Fuel risk is partially mitigated by
JBLU's conservative hedging initiatives, and more importantly, the
much improved operating environment in the domestic airline
industry which enables U.S. carriers to raise fares to mitigate
rising fuel costs. Especially, in context of a strong economy
which should also boost demand for air travel, making it easier
for JBLU and its peers to raise fares to alleviate rising fuel
costs. Conversely, a weaker macro environment makes JBLU's growth
plans more risky when compared to its rated peers who are all
keeping capacity constrained. That said, the silver lining in a
slowing economy for JBLU and the airline industry is the low
energy prices that usually accompany a macro slowdown.

Longer-term operating risks include possible labor inflation. JBLU
continues to benefit from lower costs than its peers including a
significant labor cost advantage. JBLU currently has some of the
youngest pilots and crew members in the country and aims to be
peer competitive with wage rates. Therefore, the new pilot rates
recently established at its legacy peers could potentially put
upward pressure on labor costs. That said, JBLU's employees are
not unionized giving the carrier more flexibility with schedule
and network changes and without a pension burden, Fitch expects
JBLU to maintain its cost advantage over the near term.

Other long-term risks include possible restructuring of the new
American network which could shift some of JBLU's current
connecting traffic from American at JFK to Philadelphia where US
Airways maintains a hub. That said, the new American has not yet
announced any network changes and Fitch expects it will be a while
before it potentially becomes a material threat to JBLU.
Importantly, JBLU's growing list of other domestic and
international partners should mitigate some of this risk.

Fitch's recovery analysis is based on a going concern valuation
with assumptions that are conservative compared to current market
multiples, as well as exit multiples in prior airline
bankruptcies. The issue rating for JBLU's converts are affirmed at
'CCC+' reflecting the one-notch upgrade of the IDR as well as
downward revision of the recovery rating from 'RR5' to 'RR6'. The
recovery rating is lower due to the inclusion the new $200 million
secured line of credit and a $514 million construction obligation
that was previously not included in Fitch's analysis, which has
now lowered recovery prospects for the convertible debentures.

Rating Sensitivities

The recommended Outlook is Stable. Fitch could revise the Outlook
to Positive if JBLU generates margins and cash flow higher than
our expectations and improves its liquidity profile by enhancing
its revolver capacity and/or grow its unencumbered base.
Conversely, the Outlook would be revised to Negative if JBLU's FCF
or liquidity position weakens, especially in a fuel spike or
falling demand scenario.

Fitch upgrades JBLU's ratings as:

-- Issuer Default Rating (IDR) upgraded to 'B' from 'B-';

Fitch revises JBLU's ratings as:

-- Senior unsecured debt to 'CCC+/RR6' from 'CCC+/RR5'.


JUMP OIL: Wins Approval for Goldstein & Pressman as Counsel
-----------------------------------------------------------
Jump Oil Company won interim approval to employ Goldstein &
Pressman, P.C., as Chapter 11 counsel.

If no objection or response in opposition is filed on or before
the expiration of 21 days from the date of the Feb. 20 interim
order, approval of the application will become final.

The hourly rate of the firm's shareholders is $345 for Steven
Goldstein and $325 per hour for Norman W. Pressman.

In the year prior to the Petition Date, the firm received $43,300
for services rendered in preparation for the Chapter 11 filing.

The firm represents no interest adverse to the Debtor in the
matters for which Goldstein & Pressman is to be retained.

                      About Jump Oil Company

Jump Oil owns 42 parcels of real property throughout the state of
Missouri, on which gas and service stations are operated by
various third-party lessees pursuant to lease agreements with
Debtor.  The gas stations are Phillips 66 branded stations,
pursuant to a branding and licensing agreement.

Jump Oil Company filed a Chapter 11 petition (Bankr. E.D.Mo.) on
Feb. 14, 2013, in St. Louis, Missouri to sell its gas stations
pursuant to 11 U.S.C. Sec. 363.

The Debtor has tapped Goldstein & Pressman, P.C. as counsel; HNWC
as financial consultants; Matrix Private Equities, Inc. as
financial advisor; Mariea Sigmund & Browning, LLC as special
counsel; and Wolff & Taylor, PC as accountants.

The Debtor's combined indebtedness as of the Petition Date, both
secured and unsecured, is $22.5 million.  Colonial Pacific Leasing
Station is owed $17.9 million secured by a perfected security
interest and liens 37 of the gas stations.  CRE Venture 2011-1,
LLC is owed $716,000 allegedly secured by three of the Debtor's
sites.  Lindell Bank is owed $347,000 allegedly secured by
interest in two of the Debtor's sites.  The formal schedules of
assets and liabilities are due Feb. 28, 2013.


JUMP OIL: Matrix Private Equities Okayed as Sale Advisor
--------------------------------------------------------
Jump Oil Company, Inc., obtained approval from the Bankruptcy
Court to hire Matrix Private Equities, Inc., as financial advisor.

As part of the Chapter 11 proceeding, the Debtor contemplates the
sale of all or a portion of its assets, specifically, its 42 gas
stations, pursuant to 11 U.S.C. Section 363.  To that end, the
Debtor tapped Matrix Private Equities to provide valuation,
marketing, merger and acquisition services, and other financial
advisory services.

Matrix will receive compensation in the form of (1) a non-
refundable retainer in the amount of $10,000; (2) a financial
advisory fee for services rendered in an amount equal to $20,000
per month upon Court approval; and (3) additional compensation in
the form of transaction fees to be paid to Matrix in an amount
equal to 3% of the first $14,000,000 of transaction Value plus 5%
of the next $3.5 million of transaction value, plus 7% of all
transaction value in excess of $17.5 million of transaction value
for each and every closing for the sale of assets, payable out of
the proceeds of each such sale at closing.

Matrix is not expected to perform any services for any entities
which would result in any conflict or to otherwise cause Matrix to
not be "disinterested" under 11 U.S.C. Sections 101(14) and 327.

                      About Jump Oil Company

Jump Oil owns 42 parcels of real property throughout the state of
Missouri, on which gas and service stations are operated by
various third-party lessees pursuant to lease agreements with
Debtor.  The gas stations are Phillips 66 branded stations,
pursuant to a branding and licensing agreement.

Jump Oil Company filed a Chapter 11 petition (Bankr. E.D.Mo.) on
Feb. 14, 2013, in St. Louis, Missouri to sell its gas stations
pursuant to 11 U.S.C. Sec. 363.

The Debtor has tapped Goldstein & Pressman, P.C. as counsel; HNWC
as financial consultants; Matrix Private Equities, Inc. as
financial advisor; Mariea Sigmund & Browning, LLC as special
counsel; and Wolff & Taylor, PC as accountants.

The Debtor's combined indebtedness as of the Petition Date, both
secured and unsecured, is $22.5 million.  Colonial Pacific Leasing
Station is owed $17.9 million secured by a perfected security
interest and liens 37 of the gas stations.  CRE Venture 2011-1,
LLC is owed $716,000 allegedly secured by three of the Debtor's
sites.  Lindell Bank is owed $347,000 allegedly secured by
interest in two of the Debtor's sites.  The formal schedules of
assets and liabilities are due Feb. 28, 2013.


JUMP OIL: Mariea Sigmund Approved as Real Estate Counsel
--------------------------------------------------------
Jump Oil Company, Inc., obtained approval from the Bankruptcy
Court to hire Mariea, Sigmund & Browning, LLC and specifically
Timothy T. Sigmund, as special counsel to perform specialized
legal services, focusing primarily on corporate and real estate
issues, as may be appropriate in the context of the Chapter 11
proceeding.

The hourly rate of shareholder, Timothy T. Sigmund, is $195 per
hour.  This rate is the same as rates generally charged for
services rendered in all matters handled by MSB and are
competitive with those charged by other law firms in St. Louis for
services comparable to those to be provided by MSB.

MSB has received an advance deposit of $20,000, from which $4,043
was expended to reimburse the firm for services by MSB prior to
the Petition Date, and the balance of $16,000 is being held in an
interest bearing account with Providence Bank, pending subsequent
Court order.

                      About Jump Oil Company

Jump Oil owns 42 parcels of real property throughout the state of
Missouri, on which gas and service stations are operated by
various third-party lessees pursuant to lease agreements with
Debtor.  The gas stations are Phillips 66 branded stations,
pursuant to a branding and licensing agreement.

Jump Oil Company filed a Chapter 11 petition (Bankr. E.D.Mo.) on
Feb. 14, 2013, in St. Louis, Missouri to sell its gas stations
pursuant to 11 U.S.C. Sec. 363.

The Debtor has tapped Goldstein & Pressman, P.C. as counsel; HNWC
as financial consultants; Matrix Private Equities, Inc. as
financial advisor; Mariea Sigmund & Browning, LLC as special
counsel; and Wolff & Taylor, PC as accountants.

The Debtor's combined indebtedness as of the Petition Date, both
secured and unsecured, is $22.5 million.  Colonial Pacific Leasing
Station is owed $17.9 million secured by a perfected security
interest and liens 37 of the gas stations.  CRE Venture 2011-1,
LLC is owed $716,000 allegedly secured by three of the Debtor's
sites.  Lindell Bank is owed $347,000 allegedly secured by
interest in two of the Debtor's sites.  The formal schedules of
assets and liabilities are due Feb. 28, 2013.


LEAP WIRELESS: Increasing Leverage Cues Moody's to Cut CFR to B3
----------------------------------------------------------------
Moody's Investors Service has downgraded Leap Wireless
International Inc.'s Corporate Family Rating to B3 from B2. The
downgrade primarily reflects Moody's expectations that both churn
and capital intensity will remain high, causing leverage to
increase.

Moody's also assigned a Ba3 (LGD 2 - 21%) rating to Leap Wireless
International Inc.'s proposed $1.425 billion term loan C offering.
The debt will be issued by Leap's wholly owned subsidiary, Cricket
Communications, Inc. and the proceeds will be utilized to
refinance the Company's existing senior secured notes due 2016 at
the May 2013 call price step-down as well as refinance the
Company's existing convertible notes due 2014. The outlook is
stable.

Moody's has taken the following rating actions:

Issuer: Leap Wireless International, Inc.

  Corporate Family Rating -- downgraded to B3 from B2

  Probability of Default Rating -- downgraded to B3-PD from B2-PD

  Speculative Grade Liquidity Rating -- SGL-1, unchanged

  Outlook -- Stable, unchanged

Issuer: Cricket Communications, Inc.

  Term Loan C due 2020, Assigned Ba3 (LGD2 - 21%)

  Senior Unsecured Notes due 2020 -- downgraded to Caa1 (LGD5 -
  77%) from B3 (LGD5 - 70%)

  Term Loan B due 2019 -- downgraded to Ba3 (LGD2 - 21%) from Ba2
  (LGD2 - 17%)

  Outlook -- Stable, Unchanged

Ratings Rationale:

Leap's B3 corporate family rating ("CFR") reflects the Company's
high leverage, weak operating performance and the intensely
competitive nature of the U.S. wireless industry where penetration
is already 100%. "The challenges associated with being a small
operator in an industry that is increasingly dominated by large
national network providers are becoming more difficult, if not
impossible, to overcome," said Dennis Saputo, Moody's Senior Vice
President. Moody's expects the Company will experience declining
revenues and consume cash over the next few years given Moody's
expectations for continuing subscriber losses, some of which are
due to the Company's decision to exit unprofitable service
offerings. While Moody's believes that recent management
initiatives will lead to improved execution, increased competition
from Sprint, T-Mobile USA and the other large operators is
expected to keep churn high. "Leap's iPhone commitment also
represents a potentially significant overhang on the Company's
financial strength as it could be required by Apple to purchase
above the Company's current iPhone sales rate to meet the minimum
purchase commitment," continued Saputo. The rating is supported by
the Company's valuable spectrum assets and good liquidity.

The $1.425 billion term loan C due 2020 is rated Ba3 (LGD-2, 21%)
due to its secured status and pari-passu ranking to the Company's
existing senior secured debt. Leap's proposed refinancing is an
opportunity to eliminate $1.35 billion in near-term debt
maturities and strengthens the Company's strategic and operating
flexibility. Moody's anticipates that the proposed refinancing
will result in an estimated $30 million interest cost savings
annually. However, the decision to refinance the 2014 convertible
notes instead of paying down these notes with cash on hand will
result in a higher debt balance and leverage than Moody's had
previously expected.

Leap's stable outlook reflects Moody's belief that recent
strategic and operational changes will enable the Company to
preserve its operating margins which will allow the Company to
minimize the impact of the continuing subscriber losses.

The rating could be lowered if liquidity weakens appreciably or if
Leap's strategic changes fail to realize the anticipated benefits,
particularly with churn and margins. Specifically, if EBITDA
margins (Moody's adjusted) were to drop below 25% (which Moody's
believes would happen if churn doesn't decrease and market share
doesn't stabilize within a couple of quarters), the ratings would
be at risk.

While unlikely in the near-term, a rating upgrade would result if
leverage were likely to remain below 6.0x and the company returns
to positive free cash flow on a sustainable basis while preserving
good liquidity.

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


LEAP WIRELESS: S&P Assigns 'B+' Rating to $1.425-Bil. Term Loan C
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '1' recovery rating to Leap Wireless International
Inc.'s proposed $1.425 billion term loan C, to be issued by
subsidiary Cricket Communications Inc.  Proceeds will be used to
refinance the company's existing senior secured notes and
convertible notes.  Upon completion of this transaction, the 'B+'
issue level rating on the secured notes and 'CCC' issue level
rating on the convertible notes will be withdrawn.  At the same
time, S&P lowered the rating on Cricket's unsecured notes to
'CCC+' from 'B-', and revised the recovery rating to '5' from '4'.

S&P's 'B-' corporate credit rating on Leap and stable outlook are
unchanged.  S&P do not expect this transaction to materially alter
the company's financial profile, which is highly leveraged, and
includes debt to EBITDA in excess of 6x, coupled with negative
levels of free operating cash flows.

RATINGS LIST

Leap Wireless International Inc.
Corporate Credit Rating                  B-/Stable/--

New Rating

Cricket Communications Inc.
$1.425 Bil. Term Loan C                  B+
    Recovery Rating                       1

Downgraded; Recovery Ratings Revised.

Cricket Communications Inc.
Unsecured Notes                          CCC+              B-
    Recovery Rating                       5                 4


LEE BRICK & TILE: Hires Dixon Hughes as Accountants
---------------------------------------------------
Lee Brick & Tile Company asks the U.S. Bankruptcy Court for
permission to employ Dixon Hughes Goldman LLC as accountants, nunc
pro tunc to November 12, 2012.

The firm will:

   (a) prepare and file the Debtor's state and federal tax
       returns;

   (b) review the Debtor's accounts, projections and other
       financial statements; and

   (c) perform all other accounting services for the Debtor which
       may be necessary herein.

Dixon Hughes proposes to charge for services at its regular hourly
rates.  Its standard rates are $115 to $125 for staff accountants,
$125 to $195 for senior associates, and $250 for partner.

                          About Lee Brick

Sanford, North Carolina-based Lee Brick & Tile Company filed a
bare-bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-04463)
on June 15, 2012, in Wilson on June 15, 2012.

Lee Brick -- http://www.leebrick.com/-- began its operations in
1951 after Hugh Perry and 10 local businessmen from Lee County
decided three years prior to invest in the business of
brickmaking.  In the late 1950's Hugh Perry bought out the
investing partners, making Lee Brick a solely owned and operated
family company.  Hugh Perry named his son Frank president in 1970,
which he served until 1999 and currently serves as CEO.  Since
1999 Don Perry succeeded his father and serves as the company's
president.  Frank Perry, along with his sons Don and Gil, and
brother-in-law JR (rad) Holton have helped guide the family
business through revolutionary changes in brick manufacturing that
few people in the ceramic industry could have ever anticipated.

Judge Randy D. Doub presides over the case.  Kevin L. Sink, Esq.,
at Nicholls & Crampton, P.A., serves as the Debtor's counsel.  The
petition was signed by Don W. Perry, president.

The Debtor, in its amended schedules, disclosed $27,851,968 in
assets and $14,136,003 in liabilities as of the Chapter 11 filing.
In the original schedules, the Debtor scheduled $27,851,968 in
assets and $14,135,140 in liabilities.  Lender Capital Bank is
owed $13.0 million, of which $6.5 million is secured.


LEHMAN BROTHERS: Sued in Denver Over Archstone Sale
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. was the target of a
lawsuit filed in federal district court in Denver that might
interfere with the $6.5 billion sale of apartment owner
Archstone Inc.  The sale is scheduled for closing on March 26.
Archstone is Lehman's single-largest asset.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Goldman Sachs Traders Buy Millions in Claims
-------------------------------------------------------------
Linda Sandler, writing for Bloomberg News, reported that Goldman
Sachs Group Inc. units bought hundreds of millions of dollars in
claims on defunct Lehman Brothers Holdings Inc., according to
federal court filings.

Among the largest trades were by Elliott Management Corp. units
and Empyrean Investments LLC, according to the filings, made
mostly over the weekend, the Bloomberg report said. The filings
also show at least two Goldman Sachs sales of Lehman claims.

The former investment bank has so far paid creditors about 9 cents
on the dollar, out of the average of 18 cents on the dollar it has
said it might raise by about 2016, Bloomberg said. Its next
payment is due on April 4, it said on Feb. 15.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LIQUIDMETAL TECHNOLOGIES: Incurs $14 Million Net Loss in 2012
-------------------------------------------------------------
Liquidmetal Technologies, Inc., reported net loss of $14.02
million on $650,000 of total revenue for the year ended Dec. 31,
2012, as compared with net income of $6.15 million on $972,000 of
total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $8.97 million
in total assets, $10.54 million in total liabilities and a
$1.57 million total shareholders' deficit.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit, which raises substantial doubt about
the Company's ability to continue as a going concern.

A copy of the Form 10-K filed with the U.S. Securities and
Exchange Commission is available for free at:

                        http://is.gd/xAvFU5

                    About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.


MF GLOBAL: Court Asked to Resolve JPM Bid Before Voting Deadline
----------------------------------------------------------------
JPMorgan Chase Bank N.A. urges a bankruptcy judge to hear its
motion to pursue claims against MF Global Holdings Ltd. before
creditors vote on the company's liquidation plan.

The bank said creditors of MF Global's finance unit who will cast
their votes come March 25 should know in advance of the vote if
rejecting the plan would result in pursuit of the finance unit's
claims against the holding company, and allow them to increase
their recovery.

The motion "should be resolved now" so that creditors of the
finance unit are more "fully informed" about the consequences of
their choice on the claims if they vote against the plan, JPMorgan
said in a Feb. 26 court filing.

Last week, creditors who proposed the plan for MF Global asked
U.S. Bankruptcy Judge Martin Glenn to postpone consideration of
the motion until after the conclusion of the April 5 hearing on
the confirmation of the plan.

As reported on Feb. 15 by the Troubled Company Reporter, JPMorgan
is asking for approval to prosecute MF Global Finance's claim in a
bid to knock out a $928 million claim against the finance unit.
If the claim falls, the distribution to JPMorgan and other
creditors of the finance unit would significantly increase.

Meanwhile, the trustee for MF Global said he may withdraw his
consent previously communicated to JPMorgan for standing to pursue
the claims "if facts come to light that such prior consent was
granted improvidently."

                         About MF Global

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

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

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

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

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

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


MIPL HOLDINGS: S&P Assigns 'BB' Rating to 1st-Lien Term Loan B
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
senior secured debt rating to U.K.-based asset manager MIPL
Holdings Limited's proposed new first-lien term loan B due 2020.
The issuer credit rating on MIPL is 'BB'.

Proceeds from the proposed issuance will be used to repay the
$222 million remaining under the existing first-lien term loan due
2018.  Any additional proceeds will be used for seed capital and
for distributions, predominantly to retired partners to extinguish
their interests, but also to employee funders of the 2004
management buyout (MBO).  The proposed transaction would extend
the final maturity of MIPL's term loan by two years to 2020 and
reduce the interest rate, which will improve the company's cash
flows.  While the proposed first-lien term loan would increase
total debt outstanding from current levels, key credit metrics are
still within S&P's expectations.  S&P's 'BB' issuer credit rating
reflects its opinion that the company's moderate debt leverage and
negative tangible equity (typical of a company that has undergone
an MBO) more than offset its favorable business profile.

RATINGS LIST
MIPL Holdings Limited
Issuer credit rating                   BB/Stable/--

Ratings Assigned
MIPL Holdings Limited
Senior secured term loan B due 2020    BB


MISSION NEWENERGY: Closes $5 Million Loan Agreement with SLW
------------------------------------------------------------
Mission NewEnergy Limited has completed the loan agreement with
SLW International LLC to provide the Company with a US$5 million
line of credit facility.  The material terms of the loan are
directly in line with the definitive term sheet as announced on
Aug. 17, 2012.

                      About Mission NewEnergy

Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

The Company's balance sheet at June 30, 2012, showed
A$10.7 million in total assets, A$35.1 million in total
liabilities, resulting in an equity deficiency of A$24.4 million.

Grant Thornton Audit Pty Ltd, in Perth, Australia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred operating cash outflows of A$4.9 million during the year
ended June 30, 2012, and, as of that date, the consolidated
entity's total liabilities exceeded its total assets by
A$24.4 million.

The Company reported a net loss of A$6.1 million on A$38.3 million
of revenue in fiscal 2012, compared with a net loss of
$21.7 million on A$16.4 million of revenue in fiscal 2011.


MSR RESORT: Five Mile Appeals Plan Confirmation Order
-----------------------------------------------------
Five Mile Capital Partners LLC has taken an appeal from the order
dated Feb. 22, 2013, confirming the Second Amended Joint Plan of
Reorganization of MSR Resort Golf Course LLC, et al.

MSR Resort's bankruptcy exit plan was confirmed by U.S. Bankruptcy
Judge Sean Lane in Manhattan, who overruled objections by the U.S.
Internal Revenue Service and investor Five Mile, according to
Christie Smythe, writing for Bloomberg News.

Under the Debtors' revised second amended joint plan of
reorganization, on the Effective Date, the Debtors will be
authorized to consummate the sale of their remaining hotel
portfolio, free and clear of all Liens, Claims, charges, or other
encumbrances pursuant to the terms of a Purchase Agreement and the
Confirmation Order.

Bloomberg reported that the Government of Singapore Investment
Corp., the world's eighth-largest sovereign wealth fund, according
to the Sovereign Wealth Fund Institute, is set to buy four of
MSR's resorts for $1.5 billion.

The Singapore fund has created entities to buy the Debtors'
hotels:

   -- Arizona Biltmore Resort & Spa in Phoenix, Ariz.

      * ABR Property LLC will purchase substantially all of
        the assets of the Arizona Biltmore;

   -- Grand Wailea Resort Hotel & Spa in Maui, Hawaii

      * GWR Wailea Property LLC willpurchase substantially all
        of the assets of the Grand Wailea;

   -- La Quinta Resort and Club PGA West in La Quinta, Calif:

      * LQR Property LLC, will purchase substantially all of the
        resort assets of the La Quinta;

      * LQR La Quinta, Inc., will certain of the assets of MSR
        Resort REP, LLC

      * LQR Golf LLC, will purchase substantially all of the
        golf course assets of the La Quinta;

   -- Claremont Resort and Spa in Berkeley, Cal.

      * TCR Property LLC will purchase substantially all of
        the assets of the Claremont; and

   -- Doral Golf Resort and Spa in Miami, Florida

      * GWC Miami Property LLC, will purchase substantially all
        of the remaining assets of the Doral, including the
        White Course.

In March 2012, the Debtors won Court approval to sell the Doral
Golf Resort to Trump Endeavor 12 LLC, an affiliate of Donald
Trump's Trump Organization LLC, for $150 million.  An auction was
held in February that year but no other bids were received.

According to the Bloomberg report, the exit plan provides for
repayment of 96% of secured debt and 100% of general unsecured
debt, according to a Jan. 31 court filing by MSR.  Five Mile stood
to lose about $58 million, including investments by pension funds
and other parties, David Friedman, Esq., a lawyer for Five Mile,
said during the plan hearing.

Bloomberg recounts the resorts sought approval in August for an
auction with GIC as the lead bidder.  The auction was canceled
after no competing bids were received, according to a court filing
in December.

On the Plan Effective Date, the $1 million in Doral Segregated
Funds, in accordance with the Purchase Agreement, will be released
to the Estates and be used to make distributions to Holders of
Allowed Class 7 General Unsecured Claims against Non-Tenant
Debtors and Allowed Class 12 General Unsecured Claims against
Tenant Debtors.  In addition, the Utility Deposits, in accordance
with the Purchase Agreement, will be released to the Estates and
be used to fund distributions under the Plan.

After the Effective Date, a liquidator will implement any other
provision of the Plan and any applicable orders of the Bankruptcy
Court, and the Liquidator will have the power and authority to
take any action necessary to wind down and dissolve the Debtors.
After the Effective Date, the Debtors other than the La Quinta
Brokerage Debtor will remain in existence for the sole purpose of
dissolving.  On the Effective Date, the Liquidating Trust will be
formed to implement the Wind Down for the primary purpose of
liquidating the Liquidating Trust's assets and Winding Down the
Debtors' Estates.

The classification and treatment of claims under the plan are:

     A. Class 1 - Other Priority Claims will receive payment in
        full in Cash.

     B. Class 2 - Other Secured Claims will receive either (i)
        payment in full in Cash; (ii) delivery of collateral
        securing any such Claim and payment of any interest; (iii)
        reinstatement of such Claim; or (iv) other treatment
        rendering such Claim Unimpaired.

     C. Class 3 - Mortgage Loan Claims against Mortgage Debtors
        receive payment in full in Cash on the Effective Date.

     D. Class 4 - Marriott Claims will receive payment of the
        principal amount of the Marriott Note in full in Cash on
        the Effective Date.

     E. Class 5 - Hilton Claims will receive either: (i) payment
        in full in Cash on the Effective Date, or a later date as
        the Class 5 Hilton Claim becomes an Allowed Class 5 Hilton
        Claim, without interest; or (ii) if Hilton elects, payment
        in full in Cash in four equal installments, with the first
        installment to be paid on the Effective Date, and the
        other three installments to be paid at 90-day intervals
        thereafter, with interest.

     F. Class 6 - Miller Buckfire Claims will (i) retain the $2.0
        million previously received pursuant to the Miller
        Buckfire Settlement; and (ii) on account of the remaining
        unpaid amount provided in the Miller Buckfire Settlement,
        receive either: payment in full in Cash without
        postpetition interest; or payment in full in Cash in four
        equal installments, with the first installment to be paid
        on the Effective Date, and the other three installments to
        be paid at 90-day intervals thereafter, with postpetition
        interest.

     G. Class 7 - General Unsecured Claims against Non-Tenant
        Debtors will receive either  (i) payment in full in Cash
        on the Effective Date, or such later date as such Class 7
        General Unsecured Claim becomes an Allowed Class 7 General
        Unsecured Claim, without postpetition interest; or payment
        in full in Cash in four equal installments, with the first
        installment to be paid on the later of the Effective Date
        and the date on which such Class 7 General Unsecured Claim
        becomes an Allowed Class 7 General Unsecured Claim, and
        the other three installments to be paid at 90-day
        intervals thereafter, with postpetition interest.

     H. Class 8 - First Mezzanine Loan Claims against First
        Mezzanine Debtors will receive payment in full in Cash.

     I. Class 9 - Second Mezzanine Loan Claims against Second
        Mezzanine Debtors will be assigned to the Purchaser.

     J. Class 10 - Third Mezzanine Loan Claims against Third
        Mezzanine Debtors will receive the consideration set forth
        in the Purchase Agreement.

     K. Class 11 - Fourth Mezzanine Loan Claims against Fourth
        Mezzanine Debtors will be cancelled without any
        distribution on account of such Claims.

     L. Class 12 - General Unsecured Claims against Tenant Debtors
        will receive either: (i) payment in full in Cash on the
        Effective Date, or such later date as such Class 12
        General Unsecured Claim becomes an Allowed Class 12
        General Unsecured Claim, without postpetition interest; or
        (ii) if such Holder elects, payment in full in Cash in
        four equal installments, with the first installment to be
        paid on the later of the Effective Date and the date on
        which such Class 12 General Unsecured Claim becomes an
        Allowed Class 12 General Unsecured Claim, and the other
        three installments to be paid at 90-day intervals
        thereafter, with postpetition interest.

     M. Class 13 - Intercompany Claims will be cancelled without
        any distribution on account of such Claims, provided,
        however, that the Liquidating Trust may, with the Consent
        of the Purchaser, elect to reinstate such Intercompany
        Claims on or after the Effective Date.

     N. Class 14 - Subordinated Securities Claims will be
        cancelled without any distribution.

     O. Class 15 - Interests will be deemed cancelled and there
        will be no distribution.

A copy of the Second Amended Plan Or Reorganization is available
for free at http://bankrupt.com/misc/msr_2ndamendedplan.pdf

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owned a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


NEW STREAM: Executives Charged with Securities Fraud
----------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that the federal
government on Tuesday accused the top brass of bankrupt hedge fund
New Stream Capital LLC of deceiving investors, hitting the
executives with criminal charges and civil claims for allegedly
misrepresenting the finance structure of the now-defunct firm.

The report related that a federal grand jury in Connecticut
charged New Stream managing partners and co-owners David A. Bryson
and Bart C. Gutekunst and former Chief Financial Officer Richard
Pereira with 19 counts of conspiracy, securities fraud and wire
fraud for allegedly rearranging the fund's financial structure.

                         About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

In late 2010, New Stream announced that it had entered into
an agreement with its Bermuda investors to liquidate its master
fund, and that upon the consent of its US and Cayman investors, it
would voluntarily file Chapter 11 bankruptcy petitions.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

The Official Committee of Unsecured Creditors proposes to hire
Kurtzman Carson Consultants LLC as its communications agent;
Houlihan Lokey Howard & Zukin Capital, Inc., as its financial
advisor and investment banker; and Zolfo Cooper, LLC, as its
forensic accountants and litigation support consultants.

New Stream completed a sale of its assets in June 2011, selling
its portfolio of life-insurance policies to an affiliate of
McKinsey & Co. for $127.5 million.


NNN LENOX PARK 9: Bankruptcy Case Transferred to Memphis
--------------------------------------------------------
The Chapter 11 case of NNN Lenox Park 9, LLC, was transferred
from New Albany, Indiana to Memphis (Bankr. W.D. Tenn. Case No.
13-21936) effective Feb. 22, 2013.

CWCapital Asset Management LLC, solely in its capacity as special
servicer, sought a transfer of the case, noting that the Debtor's
sole asset is a fractional ownership of a property in Tennessee;
the receiver, Commercial Advisors Asset Services LLC, is a
Memphis-based commercial real estate firm; and most, if not all of
the Debtor's creditors are located in or around Tennessee and all
debt owed by the Debtor relates to the property.  Venue in Indiana
is based solely on the location of the Debtor's sole member.

                          About NNN Lenox

New Albany, Indiana-based NNN Lenox Park 9, LLC, owns the
undivided 2.795% tenant in common interest in two four-story
office buildings located at 3175 Lenox Park Drive & 6625 Lenox
Park Drive, Memphis, Shelby County, Tennessee.  The Lenox Park
Buildings A & B contain 193,029 square footage of office space and
853 surface parking spaces in adjoining parking.

NNN Lenox filed a Chapter 11 petition (Bankr. S.D. Ind. Case No.
12-92686) in New Albany, Indiana, on Dec. 4, 2012, on the eve of a
non-judicial foreclosure of the Property in Memphis, Shelby
County, Tennessee.  The Debtor, a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101(51B), estimated at least $10 million
in assets and liabilities.  Judge Basil H. Lorch, III, presides
over the case.

Mubeen Aliniazee, president of Highpoint Management Solutions,
LLC, has been named the restructuring officer.  Jeffrey M. Hester,
Esq., at Tucker Hester, LLC, in Indianapolis, serves as counsel to
the Debtor.


ORAGENICS INC: FMR LLC Discloses 6% Equity Stake at Feb. 13
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on Feb. 13, 2013, FMR LLC and Edward C. Johnson 3d
disclosed that they beneficially own 1,666,666 shares of common
stock of Oragenics Inc. representing 6.087% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/PoVZ3W

                        About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

In its audit report on the Company's 2011 financial statements,
Mayer Hoffman McCann P.C., in Clearwater, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses, negative operating cash
flows and has an accumulated deficit.

The Company reported a net loss of $7.67 million in 2011, compared
with a net loss of $7.80 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $12.58
million in total assets, $1.75 million in total liabilities, all
current, and $10.83 million in total shareholders' equity.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, that its loan agreement with the Koski Family Limited
Partnership matures in three years and select material assets of
the Company relating to or connected with its ProBiora3, SMaRT
Replacement Therapy, MU1140 and LPT3-04 technologies have been
pledged as collateral to secure the Company's borrowings under the
Loan Agreement.  This secured indebtedness could impede the
Company from raising the additional equity or debt capital the
Company needs to continue its operations even though the amount
borrowed under the Loan Agreement automatically converts into
equity upon a qualified equity financing of at least $5 million.
The Company's ability to repay the loan will depend largely upon
the Company's future operating performance and the Company cannot
assure that its business will generate sufficient cash flow or
that the Company will be able to raise the additional capital
necessary to repay the loan.  If the Company is unable to generate
sufficient cash flow or are otherwise unable to raise the funds
necessary to repay the loan when it becomes due, the KFLP could
institute foreclosure proceedings against the Company's material
intellectual property assets and the Company could be forced into
bankruptcy or liquidation.


OVERSEAS SHIPHOLDING: Reaches Truce with BP Unit Over JV
--------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that troubled oil tanker
giant Overseas Shipholding Group Inc. and a BP PLC unit, at odds
over the future of a joint shipping venture, told a Delaware
bankruptcy judge Tuesday that they had agreed to a two-month
cease-fire during which they hoped to resolve the dispute.

The report said BP Oil Shipping Co. USA Inc. sent notice last week
of its intent to dissolve Alaska Tanker Co. LLC, a joint venture
that transports BP's crude oil from Alaska to the West Coast, and
OSG responded Monday by asking the bankruptcy court to halt the
dissolution saying it violates the automatic stay.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PACIFIC GOLD: Issues $59,000 Note to Third Party Investor
---------------------------------------------------------
A holder of $60,000 in principal amount of debt issued by Pacific
Gold Corp. transferred the obligation to a third party.  In
connection with the transfer, the Company agreed to modify the
rate of conversion of principal and interest into shares of common
stock to a formula based on the market value of a share of common
stock, from time to time.  The Company anticipates that 50,000,000
shares will be issued on conversion of the debt obligation, based
on the current market prices and the conversion formula of the
obligation.


Additionally, the Company issued to the third party investor a new
$59,000 convertible note on Feb. 8, 2012, of which the shares
underlying such note will become eligible for market sales under
Rule 144 on Aug. 7, 2013.

                        About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Silberstein Ungar,
PLLC, in Bingham Farms, Michigan, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred losses
from operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.

The Company reported a net loss of $1.38 million in 2011, compared
with a net loss of $985,278 in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$1.61 million in total assets, $5.12 million in total liabilities
and a $3.51 million total stockholders' deficit.


PARKWAY PROPERTIES: Owner of River Parkway Apartments in Ch.11
--------------------------------------------------------------
Parkway Properties, LLC, owner of the River Parkway Apartments, in
Montgomery, Alabama, has sought Chapter 11 protection.

The Debtor says the property is worth $19.9 million and secures
debt of $7.14 million Lenox Mortgage XIX LLC.  The Debtor
disclosed total assets of $11.3 million and liabilities of
$9.22 million in its schedules, a copy of which is available at:

     http://bankrupt.com/misc/almb13-30461.pdf

Parkway Properties, LLC, filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 13-30461) on Feb. 22, 2013.  The Debtor is
represented by Lorren B. Jackson, Esq., at Wilson & Jackson, LLC,
in Montgomery, Alabama.


PATRIOT COAL: To End 401(k) Retirement Plan Effective March 31
--------------------------------------------------------------
Patriot Coal Corporation, et al., ask the Bankruptcy Court for
authorization to terminate the Patriot Coal Corporation
Supplemental 401(k) Retirement Plan effective as of March 31,
2013, and to terminate the related Service Agreement, under which
The Vanguard Group, Inc., provides certain recordkeeping and
accounting services to the Plan.

According to papers filed with the Court, the termination of the
Plan will result in (i) $2.5 million in respect of prepetition
compensation deferrals being treated as prepetition claims against
the applicable Plan Debtor's estate, rather than being paid in
cash, and (ii) the payment to the Participants of $295,000 in
postpetition administrative expense claims accrued since the
Petition Date by the applicable Plan Debtor.

About 47 current and former employees of the Plan Debtors
currently have amounts deferred under the Plan.  The aggregate
balance of the Participant's accounts as of Feb. 12, 2013, totals
$2.80 million, approximately $2.5 million of which reflects
contributions (including gains or losses thereon) for the
prepetition period, and the remainder of which reflects
contributions (including gains or losses thereon) for the
postpetition period that constitute administrative claims.  The
Plan is unfunded, meaning that neither Patriot nor any of the Plan
Debtors have segregated or escrowed any funds to cover the
liabilities associated with the Plan.

On Dec. 28, 2012, Patriot amended the Plan.  That amendment
precluded any compensation deferrals (or matches) for 2013 or any
period thereafter.

The Court scheduled a March 10, 2013 hearing on the matter.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.




PENSON WORLDWIDE: Sues Apex Clearing for $20 Million From Spinoff
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Penson Worldwide Inc., once a clearing broker and
futures commission merchant, has in effect sued itself to recover
about $20 million from spinning off the securities division in
June.

The report recounts that as part of divesting its businesses and
no longer being a broker-dealer, Penson spun off the securities
division in June into Apex Clearing Corp.  Penson took 93.75% of
the Apex stock in return for a $117 million contribution of
tangible assets.  Penson helped finance the business by giving
Apex a $12 million line of credit that matured in December and
wasn't repaid.

According to the report, Penson filed a lawsuit on Feb. 25 in U.S.
Bankruptcy Court in New York where it sought Chapter 11 protection
on Jan. 11.  The suit seeks to recover the $12 million.  The suit
is also designed to force payment of an additional $7 million
owing as a purchase-price adjustment.

There will be a March 14 hearing for approval of disclosure
materials explaining a liquidating Chapter 11 plan negotiated
before the January bankruptcy filing.

                      About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The Official Committee of Unsecured Creditors selected Hahn &
Hessen LLP and Cousins Chipman & Brown, LLP to serve as its co-
counsel, and Capstone Advisory Group, LLC, as its financial
advisor.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PEREGRINE FINANCIAL: Auction for Cedar Falls Building May 24
------------------------------------------------------------
GA Keen Realty Advisors, a division of Great American Group, Inc.
(OTCBB: GAMR), is marketing a 48,250-square-foot office building
in Cedar Falls, Iowa, that has been built to Leadership in Energy
and Environmental Design (LEED) Gold standards for its
environmentally-friendly construction.

The building is the former headquarters of Peregrine Financial
Group (PFG), owned by Russell Wasendorf, Sr., which filed for
bankruptcy in July 2012.

The property and facilities are being sold as part of a Federal
Receiver's sale, with GA Keen Realty Advisors working with the
court appointed receiver, Chicago-based attorney Michael M.
Eidelman, in marketing the building and property.  The bid
deadline is Friday, May 24, 2013, with an auction scheduled for
May 31, 2013.  Bid procedures are available and offers can be
accepted by the Receiver prior to the auction.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PHI GROUP: Creditors Convert $190,000 of Debt to Shares
-------------------------------------------------------
On Feb. 14, 2013, two creditors of PHI Group, Inc., converted a
total of $150,000 into 155,885 free-trading shares of the
Company's $0.001 par value common stock at the conversion price of
$0.96225 per share.

On Feb. 22, 2013, one creditor of the Company converted a total of
$33,632 of principal and accrued and unpaid interest into 44,844
restricted shares of the Company's $0.001 par value common stock
at the conversion price of $0.75 per share.

On Feb. 22, 2013, the Company issued 44,763 shares of its $0.001
par value restricted common stock at the price of $1.117 per share
to an independent consultant in payment for legal due diligence
services in connection with the Company's acquisition of a
majority interest in PT Tambang Sekarsa Adadaya, an Indonesian
company.

These issuances brought the total number of fully diluted issued
and outstanding shares of the Company's common stock as of
Feb. 22, 2013, to 11,180,108.

                          About PHI Group

Huntington Beach, Cal.-based PHI Group, Inc., through its wholly
owned and majority-owned subsidiaries, is engaged in a number of
business activities, the scope of which includes consulting and
merger and acquisition advisory services, real estate and
hospitality development, mining, natural resources, energy, and
investing in special situations.  The Company invests in various
business opportunities within its chosen scope of business,
provides financial consultancy and M&A advisory services to U.S.
and foreign companies, and acquires selective target companies
under special situations to create additional long-term value for
its shareholders.

In its auditors' report accompanying the consolidated financial
statements for the fiscal year ended June 30, 2011, Dave Banerjee
CPA, in Woodland Hills, Cal., expressed substantial doubt about
PHI Group's ability to continue as a going concern.  The
independent auditors noted that the Company has accumulated
deficit of $28,177,788 and net loss amounting $1,178,297 for the
year ended June 30, 2011.

The Company reported a net loss of $1.2 million for the fiscal
year ended June 30, 2011, compared with a net loss of $3.6 million
for the fiscal year ended June 30, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.46 million
in total assets, $10.11 million in total liabilities, all current,
and a $7.65 million total stockholders' deficit.


PINNACLE AIRLINES: Suit to Delay Unsecured Creditors' Payout
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pinnacle Airlines Corp. told the court that unsecured
creditors may have a long wait before they receive any part of the
$2.25 million carved out for their claims under the Chapter 11
reorganization plan tentatively scheduled for approval at an
April 17 confirmation hearing.

According to the report, the bankruptcy court has a March 7
hearing for approval of disclosure materials explaining how
Pinnacle will emerge from bankruptcy as a wholly-owned subsidiary
of Delta Air Lines Inc.  The disclosure statement tells unsecured
creditors they will recover less than one percent on claims
totaling as much as $690 million.

The report notes that the recovery could be reduced even more
depending on the outcome of claims arising from the crash of
Colgan Air Inc. flight 3407 which went down during in an ice storm
near Clarence Center, New York on Feb. 12, 2009.  Families of
victims filed claims for $900 million and say they are entitled to
punitive damages.

The plaintiffs so far have refused to accept Pinnacle's offer
allowing the suits to go forward in return for agreement to
collect only from insurance policies.  Otherwise, Pinnacle says
the plaintiffs can proceed with their suits after the Chapter 11
is finished, a delay of only a few more months, the company says.

Unless the bankruptcy judge decides it's correct for the Pinnacle
plan to allow payment on punitive damage claims only after
unsecured creditors are paid, Pinnacle says it will be required to
withhold payment on all unsecured claims until there is resolution
to the crash victims' lawsuits.

A hearing was slated in bankruptcy court Feb. 27 where the crash
victims were to ask the judge for authority to proceed with the
lawsuits seeking punitive damages.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million, and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

The U.S. Bankruptcy Court in New York will hold a hearing March 7
for approval of the explanatory disclosure statement in connection
with the reorganization plan of Pinnacle Airlines Corp.


PINNACLE AIRLINES: Jones, et al., Sign Deal to Settle Claims
------------------------------------------------------------
Pinnacle Airlines Corp. signed an agreement allowing Lula Jones
and Karen Kuklewicz to seek recovery of their claims against the
airline and Colgan Air Inc. solely from the insurance coverage
available under the airlines' insurance policies.  The agreement
is available for free at http://is.gd/jSuzj2

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million, and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

The U.S. Bankruptcy Court in New York will hold a hearing March 7
for approval of the explanatory disclosure statement in connection
with the reorganization plan of Pinnacle Airlines Corp.


PINNACLE AIRLINES: Court Disallows 135 Claims, Cuts Six Claims
--------------------------------------------------------------
U.S. Bankruptcy Judge Robert Gerber disallowed 135 claims with a
total amount of $1,920,961.  The claims are listed at:

   http://bankrupt.com/misc/Pinnacle_3rdOO_69Claims.pdf
   http://bankrupt.com/misc/Pinnacle_3rdOO_66Claims.pdf

The bankruptcy judge also ordered to slash the amounts asserted in
six claims filed by ACG Systems Inc., and five other claimants.
The claims are listed at http://is.gd/lIQlg3

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million, and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

The U.S. Bankruptcy Court in New York will hold a hearing March 7
for approval of the explanatory disclosure statement in connection
with the reorganization plan of Pinnacle Airlines Corp.


PLANDAI BIOTECHNOLOGY: Incurs $507,000 Net Loss in Dec. 31 Qtr.
---------------------------------------------------------------
Plandai Biotechnology, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $507,649 on $131,999 of revenue for the three months
ended Dec. 31, 2012, as compared with a net loss of $70,074 on
$13,896 of revenue for the same period during the prior year.

For the six months ended Dec. 31, 2012, the Company incurred a net
loss of $942,656 on $249,903 of revenue, as compared with a net
loss of $127,625 on $14,776 of revenue for the same period a year
ago.

The Company's balance sheet at Dec. 31, 2012, showed $8.75 million
in total assets, $9.97 million in total liabilities and a $1.22
million deficit.

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

                        http://is.gd/Pu75do

                           About Plandai

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.

As reported in the TCR on Oct. 22, 2012, Michael F. Cronin CPA
expressed substantial doubt about Plandai's ability to continue as
a going concern in his report on the Company's June 30, 2012,
financial statements.  Mr. Cronin noted that the Company has
incurred a $3.7 million loss from operations, consumed $700,000 of
cash due to its operating activities, and may not have adequate
readily available resources to fund operations through June 30,
2013.


PLC SYSTEMS: Raises $4 Million in Equity Financing
--------------------------------------------------
PLC Systems Inc. has raised $4,040,000 in gross proceeds through
the sale of 26,933,333 shares of common stock and common stock
equivalents at a price of $0.15 per share and five-year warrants
to purchase 26,933,333 shares of common stock at an exercise price
of $0.20 per share.  PLC Systems plans to use the proceeds from
this financing to fund ongoing U.S. pivotal trials with
RenalGuard(R) to prevent or reduce the onset of contrast-induced
nephropathy (CIN) during imaging procedures, for investor and
public relations, and for general corporate purposes.

GCP IV, LLC, the holder of $5.25 million in term notes issued by
the Company between February 2011 and January 2013, has extended
the maturity date of the first $4.0 million loan issued in
February 2011 from February 2014 to June 30, 2015.  The remaining
$1.25 million in notes issued to GCP in 2012 and 2013 retain their
original maturity dates of July 2, 2015, and Jan. 17, 2016,
respectively.  As part of these prior debt financings, the Company
issued GCP warrants to purchase 62,500,000 shares of common stock.
Warrants to purchase 50,000,000 shares of common stock have now
been re-priced to $0.098 per share, the number of shares issuable
upon exercise of these warrants has been increased to 81,578,496,
and the VWAP price of these warrants has been fixed at $0.155 per
share.  GCP has forfeited the remaining 12,500,000 warrants
previously issued in 2012 and 2013.

Palladium Capital Advisors LLC served as the exclusive placement
agent for the offering.

"CIN is a serious and sometimes deadly problem for patients
undergoing certain imaging procedures, particularly for those with
compromised kidneys, typically elderly and diabetic patients,"
said Mark R. Tauscher, president and chief executive officer of
PLC Systems.  "These new funds will allow us to continue our
pivotal trial with RenalGuard(R) and to hopefully accelerate
patient enrollment into the study, along with providing us with
additional working capital and funds to expand awareness of our
efforts among potential investors."

Additional terms of this offering (including the full terms and
conditions of the securities purchase agreement and warrants) was
filed with the SEC, a copy is available at http://is.gd/lMEC9l

A copy of the Securities Purchase Agreement is available at:

                        http://is.gd/ndNtjb

                         About PLC Systems

Milford, Massachusetts-based PLC Systems Inc. is a medical device
company specializing in innovative technologies for the cardiac
and vascular markets.  The Company's key strategic growth
initiative is its newest marketable product, RenalGuard(R).
RenalGuard is designed to reduce the potentially toxic effects
that contrast media can have on the kidneys when it is
administered to patients during certain medical imaging
procedures.

Following the 2011 financial results, McGladrey & Pullen, LLP, in
Boston, Massachusetts, expressed substantial doubt about PLC
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has sustained recurring net losses
and negative cash flows from continuing operations.

The Company reported a net loss of $5.76 million for 2011,
compared with a net loss of $505,000 for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.79
million in total assets, $16.85 million in total liabilities and a
$15.06 million total stockholders' deficit.


POINT CENTER: PMB Consents, MA Creditors Oppose, Use of Cash
------------------------------------------------------------
Point Center Financial Inc. is in Chapter 11 bankruptcy with an
agreement with the major secured lender for use of cash.  The
Debtor is, however, facing opposition from creditors who obtained
a $2 million judgment in state court.

Founded in 1979, Point Center is in the business of brokering
loans funded by private party lenders and earning broker's fees
from borrowers and loan servicing fees from the lenders.

According to the Debtor, Pacific Mercantile Bank, owed $9.215
million for secured loans provided to the Debtor, has made the
reasoned determination that its best chance of being made whole is
by refraining from exercising its default remedies with the
expectation that, with a slowly rebounding economy, the Debtor
will be able to work its way back to its pre-recession financial
condition and again be in a position to fully satisfy its
obligations to PMB.

"Any chance for a recovery to unsecured creditors requires Debtor
to stay in business and reorganize," Point Center said in court
filings.

PMB has signed a stipulation that allows the Debtor use cash
collateral to fund ongoing costs until May 31, 2013.  According to
the stipulation, which requires approval from the bankruptcy
judge, the Debtor will pay PMB $60,100 on the 10th of each month
as adequate protection for PMB's interest in the cash collateral.

The Debtor also seeks permission to pay all prepetition wage-
related obligations, including approximately $62,500 for the
Feb. 28 payroll and to provide two months' deposit to utility
providers.

The Debtor also asks the Court to extend from March 5 to March 25
its deadline to file schedules of assets and liabilities.

                    Brewer, et al., Objections

The Debtor discloses that the Chapter 11 filing was prompted by
the appointment of a state court receiver by certain disputed
judgment creditors in the San Diego Superior Court.

Creditors Brewer Corporation, Brady Company/San Diego, Inc.,
Dynalectric Company and Division 8, Inc., sued the Debtor for
unpaid services for the Mi Arbolito condo construction project
in San Diego.  The MA Creditors obtained a judgment in excess of
$2 million against the Debtor and obtained appointment of Richard
Kipperman, as state court receiver.  The Debtor has timely
appealed the judgment and filed its opening brief and is confident
of reversal.

While the Debtor has obtained the support of PMB, the MA Creditors
have provided a notice of non-consent to the use of cash
collateral.

The MA Creditors assert liens on all personal property of the
Debtor on account of a judgment from the San Diego Superior Court.
Because the Debtor has not proposed providing adequate protection
of their interests, they do not consent to any use of their cash
collateral.

The MA Creditors also oppose the Debtor's stipulation with PMB.

The MA Creditors aver that contrary to claims in the stipulation,
the Debtor's sole shareholder, Dan Harkey -- not the Debtor -- is
the borrower on the two separate $5 million loans.  They contend
that making the Debtor liable on the Harkey personal loans is not
in the best interests of creditors or of the estate.

The MA Creditors also dispute PMB's alleged senior security
interest.  The Debtor and PMB brought a motion for a judicial
determination of PMB's senior security interest before the San
Diego Superior Court.  On the day prior to the scheduled hearing
for a judicial determination of PMB's alleged senior security
interest, the moving party took the hearing off calendar.

The MA Creditors ask the Court to deny the cash collateral
stipulation with PMB.

                        About Point Center

Point Center Financial, Inc., a hard money lender, filed a Chapter
11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa Ana,
California, on Feb. 19, 2013.  The Debtor estimated assets in
excess of $10 million and liabilities in excess of $50 million.
The formal schedules of assets and liabilities and the statement
of financial affairs are due March 5, 2013.

The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.

From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing.  There were a total of only four foreclosed properties
("REOs") as of 2006.  In comparison, between 2007 and 2012, there
were 60 foreclosure sales.

The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.

The MA Creditors are represented by:

         Mary L. Fickel, Esq.
         FICKEL & DAVIS
         3254 Fourth Avenue
         San Diego, CA 92103
         Tel: (619) 557-9420
         Fax: (619) 557-9425
         E-mail: mfickel@fickeldavislaw.com


PRM REALTY GROUP: Wins Confirmation of Modified Plan
----------------------------------------------------
Bankruptcy Judge Harlin DeWayne Hale confirmed the Second Amended
Joint Plan of Reorganization filed by PRM Realty Group, LLC, and
Peter R. Morris.  All objections to the Plan were resolved and
withdrawn prior to the confirmation hearing that began Feb. 6.  At
the hearing, the Debtors announced certain modifications to the
Plan and on Feb. 20 filed their Second Amended Joint Plan of
Reorganization that incorporated the Plan Modifications.
According to the Debtors' voting report, five impaired classes of
claims and interest voted to accept the Plan and no impaired
classes voted to reject the Plan.  A copy of the Court's Feb. 21,
2013 Findings of Fact, Conclusions of Law, and Order is available
at http://is.gd/OmQ7zXfrom Leagle.com.

                     About PRM Realty Group

Chicago, Illinois-based PRM Realty Group, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-30241) on
Jan. 6, 2010.  The Company's affiliates -- Peter R. Morris; Bon
Secour Partners, LLC; PM Transportation, LLC; Rangeline
Properties, LLC; PRS II, LLC; and Morris Radio Enterprises, LLC --
filed separate Chapter 11 bankruptcy petitions.

J. Mark Chevallier, Esq., and James G. Rea, Esq. --
mchevallier@mcslaw.com and jrea@mcslaw.com -- at McGuire, Craddock
& Strother, P.C., in Dallas, Texas, represent Peter R. Morris.
Rakhee V. Patel, Esq., and Melanie P. Goolsby, Esq. --
rpatel@pronskepatel.com and mgoolsby@pronskepatel.com -- at
Pronske & Patel, P.C., Dallas, argue for PRM Realty Group, LLC.

PRM Realty disclosed $34.05 million in assets and $225.6 million
in liabilities as of the Petition Date.  No committee of unsecured
creditors has been appointed.


PRECISION OPTICS: Incurs $906,000 Net Loss in Dec. 31 Quarter
-------------------------------------------------------------
Precision Optics Corporation, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $906,484 on $498,667 of revenue for the
three months ended Dec. 31, 2012, as compared with a net loss of
$324,875 on $493,774 of revenue for the same period during the
prior year.

For the six months ended Dec. 31, 2012, the Company incurred a net
loss of $1.26 million on $1.06 million of revenue, as compared
with net income of $1.67 million on $998,523 of revenue for the
same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $2.67 million
in total assets, $1.16 million in total liabilities, all current,
and $1.51 million in total stockholders' equity.

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

                        http://is.gd/Dd1NOI

                       About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

The Company reported net income of $960,972 on $2.15 million of
revenue for the year ended June 30, 2012, compared with a net loss
of $1.05 million on $2.24 million of revenue during the prior
fiscal year.


PRECISION OPTICS: DAFNA Capital Holds 9% Equity Stake at Dec. 31
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, DAFNA Capital Management, LLC, and its affiliates
disclosed that, as of Dec. 31, 2012, they beneficially own
388,889 shares of common stock of Precision Optics Corporation,
Inc., representing 9.7% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/SPXD4U

                       About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

The Company reported net income of $960,972 on $2.15 million of
revenue for the year ended June 30, 2012, compared with a net loss
of $1.05 million on $2.24 million of revenue during the prior
fiscal year.

The Company's balance sheet at Dec. 31, 2012, showed $2.67 million
in total assets, $1.16 million in total liabilities, all current,
and $1.51 million in total stockholders' equity.


PRESSURE BIOSCIENCES: Ironridge No Longer 5% Owner as of Dec. 31
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Ironridge Global IV, Ltd., and its affiliates
disclosed that, as of Dec. 31, 2012, they have ceased to be the
beneficial owner of more than 5% of the outstanding common shares
of Pressure Biosciences, Inc.  A copy of the filing is available
for free at http://is.gd/IeEbr6

                     About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

As reported by the Troubled Company Reporter on March 2, 2012,
Boston-based Marcum LLP, expressed substantial doubt about
Pressure Biosciences' ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has had
recurring net losses and continues to experience negative cash
flows from operations.

The Company's balance sheet at Sept. 30, 2012, showed
$1.91 million in total assets, $2.64 million in total liabilities
and a $730,839 total stockholders' deficit.


PROVIDENCE, RI: Claims Xerox Unit Underestimated Pension Costs
--------------------------------------------------------------
Scott Malone, writing for Reuters, reported that the city of
Providence, Rhode Island, on Tuesday sued a unit of Xerox Corp,
saying it had underestimated by about $10 million how much the
city would save when it renegotiated its pension benefits last
year.

The Reuters report related that Providence charged in court papers
that as it negotiated the terms of changes to its pension benefits
with workers and retirees in 2012, the Buck Consultants arm of
Xerox failed to account for a cost-of-living adjustment paid to
retirees during the negotiations.  The error will cost the capital
of the smallest U.S. state, which narrowly avoided bankruptcy last
year in part due to Mayor Angel Taveras' deal to cut its pension
obligations, some $10 million over 28 years, according to the
Reuters report.

Providence faced about $900 million in unfunded pension
obligations when it entered the negotiations and had expected to
cut that liability by about $165 million through the pension deal,
Reuters said, citing papers the city filed in U.S. District Court
in Providence.


PT BERLIAN: Required to File Court Papers Publicly
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Stuart Bernstein ruled at a
hearing Feb. 26 that PT Berlian Laju Tanker Tbk won't be permitted
to proceed in U.S. bankruptcies while keeping all papers sealed
and withheld from the public.

The report recounts that Gramercy Distressed Opportunity Fund II
along with two sister funds filed an involuntary Chapter 11
petition against the PT Berlian parent in December.  The company
responded by asking Bernstein to dismiss the involuntary case.  PT
Berlian filed all the dismissal papers under seal because the
Indonesian court, where the company is also in bankruptcy,
requires everything be sealed.  Bloomberg News and the Gramercy
funds objected to sealing.

According to the report, Bloomberg's lawyer Thomas Golden said
Judge Bernstein agreed and told PT Berlian to refile all the
papers publicly within two weeks.  Golden is with Willkie Farr &
Gallagher LLP, which represents Bloomberg LP in corporate matters.

Judge Bernstein gave PT Berlian the ability to keep some financial
information secret.  Judge Bernstein said PT Berlian would be
"hard pressed" to convince him that documents warranted sealing.

PT Berlian told Judge Bernstein that creditors will vote March 8
in Indonesia on the company's reorganization plan.  If the
creditors or the judge veto the plan, the company will be
liquidated.  Mr. Golden described Judge Bernstein as saying he
wanted to hold U.S. proceedings in abeyance until the direction of
the Indonesian case becomes clear.

Mr. Golden said that Judge Bernstein questioned whether it was a
"proper purpose" for the Gramercy funds to file the involuntary
bankruptcy as a tool for trying to obtain information not
available through the Indonesian proceedings.

                         About PT Berlian

Creditors of PT Berlian Laju Tanker Tbk filed an involuntary
Chapter 11 bankruptcy petition in U.S. Bankruptcy Court against
the Indonesian ship operator (Bankr. S.D.N.Y. Case No. 12-14874)
on Dec. 13, 2012.

The petition was filed by Gramercy Distressed Opportunity Fund II,
Gramercy Distressed Opportunity Fund, and Gramercy Emerging
Markets Fund.  The creditors, all located in Greenwhich, Conn.,
are allegedly owed $125.5 million.

PT Berlian Laju Tanker Tbk is the largest Indonesian shipping
company, focusing on liquid bulk cargo, with operations primarily
in Asia with some expansion into the Middle East and Europe.

Indonesia-based PT Berlian Laju Tanker Tbk filed Chapter 15
bankruptcy petitions in New York for subsidiaries (Bankr.
S.D.N.Y. Lead Case No. 12-11007) on March 14, 2012, to prevent
creditors from seizing the company's vessels when they call on
U.S. ports.  Cosimo Borrelli, appointed vice president for
restructuring for PT Berlian, signed the Chapter 15 petitions for
Chembulk New York Pte Ltd and 12 other entities.

The Berlian group operates 72 vessels, of which 50 are owned.

In January 2012, the Berlian Group violated covenants under a
$685 million loan agreement.  Creditors took steps to arrest
certain vessels operated by companies in the Berlian Group.

In order to prevent ship arrests and other collection efforts,
the Berlian Group initiated proceedings in the High Court of the
Republic of Singapore on March 12, 2012.  The Singapore court
entered orders prohibiting for three months any arrest of vessels
or collection effort.

The Berlian Group filed the Chapter 15 petitions to obtain entry
of an order enjoining creditors from seizing vessels that are at
port in the United States.  The Debtors do not have assets in the
U.S. other than the transitory basis vessels that are in the U.S.

The U.S. Bankruptcy Judge in April 2012 ruled that Indonesia is
the home to the so-called foreign main proceeding.


QUIGLEY CO: To Make Another Bid for Plan Confirmation in June
-------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Pfizer Inc. unit
Quigley Co. Inc. on Tuesday set a June 26, 2013 confirmation
hearing for its fifth amended Chapter 11 reorganization plan,
almost nine years after the pharmaceutical giant entered
bankruptcy.

The report related that the June hearing date marks Quigley's
first bid for confirmation since U.S. Bankruptcy Judge Stuart M.
Bernstein denied its fourth amended plan in September 2010 after
finding that the company manipulated creditor votes and engineered
the case for its own benefit.

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s.  In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a
proposed global resolution of all pending and future asbestos-
related personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuch Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.

In April 2011, the bankruptcy judge approved a plan-support
agreement with Pfizer and an ad hoc committee representing 30,000
asbestos claimants.

A May 20, 2011 opinion by District Judge Richard Holwell concluded
that Pfizer was directly liable for some asbestos claims arising
from products sold by its now non-operating subsidiary Quigley.


RADIOSHACK CORP: Swings to $139.4 Million Net Loss in 2012
----------------------------------------------------------
Radioshack Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$139.4 million on $4.25 billion of net sales and operating
revenues for the year ended Dec. 31, 2012, as compared with net
income of $72.2 million on $4.37 billion of net sales and
operating revenues during the prior year.

For the three months ended Dec. 31, 2012, the Company incurred a
net loss of $63.3 million on $1.29 billion of net sales and
operating revenues, as compared with net income of $11.9 million
on $1.38 billion of net sales and operating revenues for the same
period a year ago.

Radioshack's balance sheet at Dec. 31, 2012, showed $2.29 billion
in total assets, $1.70 billion in total liabilities and $598.7
million in total stockholders' equity.

Dorvin D. Lively, executive vice president, chief financial
officer and chief administrative officer of RadioShack Corp.,
said, "Overall, the fourth quarter continued to be impacted by
challenges similar to those of the first three quarters of the
year.  The most significant contributing factor to the decline in
our performance was the postpaid wireless business which saw a
decline in transaction volume across the year, combined with a
lower margin rate.  However, I am pleased with the progress we
have made in improving other aspects of our business. The gross
margin rate for all of our business, excluding mobility, was flat
with 2011 with significant improvement in our consumer electronics
business.  We have improved and strengthened our high-margin
signature platform, which generated sales growth in each quarter
of 2012.  Additionally, our no-contract phone and tablet
businesses generated sales and gross profit improvement."

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

                        http://is.gd/OxzcUs

                   3MM Common Shares Registered

Radioshack filed with the SEC a Form S-8 registration statement
to register 3 million shares of common stock issuable under the
Company's Stock Option Agreement and Restricted Stock Agreement
for a proposed maximum offering price of $9.31 million.  A copy of
the prospectus is available at http://is.gd/cmHGP2

                          About Radioshack

RadioShack sells consumer electronics and peripherals, including
cellular phones.  It operates roughly 4,700 stores in the U.S. and
Mexico.  It also operates about 1,500 wireless phone kiosks in
Target stores.  The company also generates sales through a network
of 1,100 dealer outlets worldwide.  Revenues for the last 12
months' period ending June 30, 2012, were roughly $4.4 billion.

                           *     *     *

As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured debt
ratings on Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from
'B-'. The outlook is negative.

"The downgrade of RadioShack reflects our view that it will be
very difficult for the company to improve its gross margin in the
fourth quarter of this year, given the highly promotional nature
of year-end holiday retailing in the wireless and consumer
electronic categories," said Standard & Poor's credit analyst
Jayne Ross.

In the July 27, 2012, edition of the TCR, Fitch Ratings has
downgraded its long-term Issuer Default Rating (IDR) for
RadioShack Corporation to 'CCC' from 'B-'.  The downgrade reflects
the significant decline in RadioShack's profitability, which has
become progressively more pronounced over the past four quarters.


RADIOSHACK CORP: Expects EBITDA to Turn Negative in 2013
--------------------------------------------------------
RadioShack reported on Tuesday, February 26, its 4Q12 results,
which remained under significant pressure, with declines in
comparable store sales accelerating to negative 7%. For 2012,
comps declined 3.5% and EBITDA came in at $48 million (excluding
noncash stock-based compensation), which was less than Fitch
Ratings' $50 million-$60 million expectation and a sharp
contraction from $284 million in 2011 and $444 million in 2010.
"We expect EBITDA could turn negative in 2013, with no apparent
catalyst to stabilize or improve operations," Fitch says.

RadioShack's push into the lower margin mobile business (which
today represents 53% of sales versus 30% in 2007) has caused
significant gross margin pressure over the past few years. While
overall gross margin declined almost 480 basis points in 2012 to
36.7% (following gross margin declines over the past five years
from a level of 47.5% in 2007), gross margin excluding mobility
for the year was relatively flat. This would indicate that gross
margin in the mobility business declined close to 900 basis points
in 2012 to an estimated level of 19%-20%.

Of RadioShack's three key product platforms, mobile has been more
sluggish than anticipated. Consumer electronics (CE) is in a
double-digit decline and, while its high margin signature business
appeared to have stabilized in 2012, we do not expect more than
modest gains going forward.

The company's mobile segment (53% of 2012 consolidated sales) is
being driven by lower margin smartphones (predominantly iPhone
sales as well as Android-based smartphones), which push segment
margins lower in a business that already carries relatively low
margins. As disclosed in RadioShack's 10-K, the most significant
contributing factor to the decline in consolidated gross profit
dollars and margins was the postpaid wireless business that saw a
decline in both transaction volume across the year and a lower
margin rate. We expect transaction volumes to remain under
pressure going forward.

Sales in the CE segment (15.5% of sales) declined another 20% in
2012. The segment plays in an intensely competitive environment
where consumers are very price sensitive and continue to shift
their purchases online. Additionally, RadioShack's smaller
footprint does not allow it to carry the breadth of products that
would make it competitive versus other brick-and-mortar and online
channels. As a result, this segment is expected to remain under
significant pressure.

Sales in its high margin signature segment (31% of sales) -- which
includes accessories, including mobile-related products such as
headphones, and power and technical products -- increased 2.2% to
$1.3 billion in 2012, after being on a decline since 2008 (segment
accounted for 47% of sales in 2007). Gross margins in this segment
are estimated at 65%-70%, making it a significant driver to
consolidated earnings. "However, we do not expect more than modest
gains for this business going forward," Fitch notes.

"Effective April 8, 2013, RadioShack is terminating the Target
Mobile centers joint venture with Target Corp. (Target). We view
this as a positive, as the discontinuance will eliminate a drag on
profitability, evidenced by $37.5 million in operating losses in
this venture in 2012," Fitch says.

"Still, we expect EBITDA could turn negative in 2013. RadioShack
has adequate liquidity, with $536 million in cash (excluding
restricted cash) and $393 million available on its secured credit
facility at year end. However, we note increasingly negative free
cash flow and required debt repayments (including the remaining
$287 million of 2.5% convertible notes due August 2013) will
materially reduce its financial flexibility. Fixed obligations for
2013 are estimated at $115 million-$140 million with interest
expense of $45 million-$50 million and capital expenditures in the
$70 million-$90 million range. With projected negative EBITDA,
these expenditures will have to be financed with existing cash or
new borrowings.

Fitch issued a full rating report on RadioShack published on
Jan. 18, 2013 with an in-depth analysis.


REALOGY HOLDINGS: Incurs $543 Million Net Loss in 2012
------------------------------------------------------
Realogy Holdings Corp. and Realogy Group LLC reported a net loss
attributable to the Companies of $543 million on $4.67 billion of
net revenues for the year ended Dec. 31, 2012.

Realogy Holdings and Realogy Group incurred a net loss of
$441 million on $4.09 billion of net revenues in 2011, following a
net loss of $99 million on $4.09 billion of net revenues for 2010.

The Company's consolidated balance sheets at Dec. 31, 2012, showed
$7.44 billion in total assets, $5.92 billion in total liabilities
and $1.51 billion in total equity.

                        Bankruptcy Warning

"Our ability to make scheduled payments or to refinance our debt
obligations depends on our financial and operating performance,
which is subject to prevailing economic and competitive conditions
and to certain financial, business and other factors beyond our
control.  We cannot assure you that we will maintain a level of
cash flows from operating activities and from drawings on our
revolving credit facilities sufficient to permit us to pay the
principal, premium, if any, and interest on our indebtedness or
meet our operating expenses.

If our cash flows and capital resources are insufficient to fund
our debt service obligations, we may be forced to reduce or delay
capital expenditures, sell assets or operations, seek additional
debt or equity capital or restructure or refinance our
indebtedness.  We cannot assure you that we would be able to take
any of these actions, that these actions would be successful and
permit us to meet our scheduled debt service obligations or that
these actions would be permitted under the terms of our existing
or future debt agreements.

If we cannot make scheduled payments on our debt, we will be in
default and, as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our senior secured credit facility could
     terminate their commitments to lend us money and foreclose
     against the assets securing their borrowings; and

   * we could be forced into bankruptcy or liquidation.'

A copy of the Form 10-K filed with the U.S. Securities and
Exchange Commission is available for free at http://is.gd/fFsstK

                         About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

                           *     *     *

In the Dec. 12, 2012, edition of the TCR, Moody's Investors
Service upgraded Realogy Group LLC's Corporate Family and
Probability of Default ratings to B3.  The B3 Corporate Family
rating (CFR) incorporates Moody's view that Realogy's capital
structure has made meaningful progress towards being stabilized
following the issuance of primary equity, and is therefore more
sustainable although still highly leveraged.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


RESIDENTIAL CAPITAL: Agrees to End $750MM Settlement With Ally
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC agreed to terminate the
pre-bankruptcy agreement where non-bankrupt parent Ally Financial
Inc. would have paid $750 million in return for broad releases of
claims from ResCap and third parties.

The report notes the agreement had been a bone of contention since
the Chapter 11 reorganization began in May.  The indenture trustee
for senior unsecured noteholders said in a court filing Feb. 26
that $750 million was "far too small" for the claims being
released.  The official unsecured creditors committee's court
filing called the payment no basis for a consensual reorganization
plan.

The report relates that the committee, the indenture trustee and
ResCap negotiated an interim agreement in the context of ResCap's
request for an expansion of the exclusive right to file a Chapter
11 plan.  The agreement requires ResCap's consent to a request by
the committee for permission to sue Ally.  The committee, however,
can't file a suit until after April 30, when ResCap's exclusive
plan-filing rights will end.

Ally, the report discloses, also agreed it won't file a non-
consensual plan between now and April 30.  Ally agreed to a 45-day
postponement of a hearing for approval of a $8.7 billion
settlement of claims for selling substandard mortgages into 392
securitization trusts from 2004 to 2007.

Ally agreed that Lewis Kruger, who was tapped to serve as chief
restructuring officer, will be given duties and powers equal to
those of a chief executive.

With regard to plan discussions, the indenture trustee, Wilmington
Trust NA, said that mediation is "stalled."

The hearing that would have been held Feb. 28 for extending plan-
filing rights has been pushed back to March 5.

Ally said in an e-mailed statement that termination of the pre-
bankruptcy agreement is "unfortunate."  If sued, Ally said it's
"highly confident of its position."

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RG STEEL: Court Approves Deal Resolving Fritz Objection
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved an
agreement resolving Fritz Enterprises Inc.'s objection to the sale
of RG Steel's assets in Sparrows Point, Maryland.

Under the deal, Fritz agreed to enter into a new lease with
Sparrows Point LLC, one of the buyers of the assets.  Fritz also
agreed to sign a contract with HRE Sparrows Point LLC, which gives
the company the right to enter, leave and return to certain areas
of the Maryland site.  A copy of the agreement is available for
free at http://is.gd/gK8m61

As reported on Sept. 24, 2012 by the TCR, Judge Kevin Carey
authorized RG Steel to sell its Sparrows Point's assets pursuant
to an asset purchase agreement dated Aug. 7, 2012.  The Sept. 24
order includes a language preserving Fritz's objection to the
sale.  The objection includes, among other things, Fritz's
assertion of holdover tenancy rights to certain areas of the
Maryland site.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RG STEEL: SNA Carbon Opposes Sale of Assets to Bounty Minerals
--------------------------------------------------------------
SNA Carbon, LLC is blocking efforts by RG Steel Wheeling LLC to
win court approval to sell its assets to Bounty Minerals LLC.

Bounty Minerals offered to buy for $3.3 million RG Steel's right,
title and interest in and to 822.908 net mineral acres in West
Virginia.

SNA Carbon expressed concern the sale might jeopardize the
operations of Mountain State Carbon LLC, a 50-50 joint venture of
the company and RG Steel that produces metallurgical coke used in
manufacturing steel.

SNA Carbon said it is unable to confirm if the assets are related
to MSC's operations since RG Steel did not provide legal
descriptions of the property used in MSC's operations.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.


RODEO CREEK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor entities that separately filed Chapter 11 petitions:

     Entity                           Case No.
     ------                           --------
Rodeo Creek Gold Inc.                 13-50301
   6121 Lakeside Drive, Ste 260
   Reno, NV 89511
Antler Peak Gold Inc.                 13-50302
Hollister Venture Corp.               13-50303
Touchstone Resources Company          13-50304

Petition Date: February 25, 2013

Bankruptcy Court: United States Bankruptcy Court
                  District of Nevada (Reno)

Bankruptcy Judge: Hon. Mike K. Nakagawa

Debtors' Lead
Bankruptcy Counsel: Jessica C.K. Boelter, Esq.
                    Thomas A. Labuda, Jr., Esq.
                    Brett H. Myrick, Esq.
                    SIDLEY AUSTIN LLP
                    One South Dearborn
                    Chicago, IL 60603
                    Tel: 312-853-7000

Debtors' Local
Bankruptcy Counsel: Donald A. Lattin, Esq.
                    Christopher D. Jaime, Esq.
                    MAUPIN, COX & LEGOY, P.C.
                    4785 Caughlin Parkway
                    Reno, NV 89519
                    Telephone: (775) 827-2000
                    Facsimile: (775) 827-2185
                    E-mail: dlattin@mclrenolaw.com
                            cjaime@mclrenolaw.com

Debtors' Financial
Advisors:           Alvarez & Marsal North America, LLC
                    100 Pine St., Suite 900
                    San Francisco, CA, 94111

The petition was signed by Raymond E. Dombrowski Jr., its
president.

The Debtors' South African affiliate, Southgold Exploration
(Pty) Ltd., on Sept. 14, 2012, filed for business rescue under
chapter 6 of the South African Companies Act, 2008.  Additionally,
on Sept. 19, 2012, the Debtors' ultimate parent company, Great
Basin Gold Ltd., applied for protection from its creditors in
Canada pursuant to the Companies' Creditors Arrangement Act,
R.S.C. 1985, c. C-36.  Southgold and GBGL are not Debtors in
these, or any other, chapter 11 cases.

List of Debtors' 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
State of Nevada                  Taxes               $2,733,671
4600 Kietzke Lane
Bldg L, Suite 235
Reno, NV 89502
Bernadette Paulletti
(775) 684-2004 (Tel)
(775) 688-1303 (Fax)

Quality Transportation, Inc.     Trade               $2,211,603
1110 Muleshoe Rd,
Battle Mountain, NV 89820
John Davis
(775) 635-9540 (Tel)
(775) 635-8017 (Fax)

San Juan Drilling Inc.           Trade               $1,512,495
1127 6500 Road
Montrose, CO 81401
Terry Ray
(470) 249-6014 (Tel)
(970) 249-6077 (Fax)

Sandvik Mining & Construction    Trade               $1,299,855
USA, LLC
3710 East Idaho St.
Elko, NV 89801
Charlie Fernandez
(404) 589-3882 (Tel)
(404) 589-3982 (Fax)

Nevada Bureau of                 Settlement            $780,116
Land Management
Elko Field Office, 3900 E. Idaho St.
Elko, NV 89801-4611
Dave Overcast
(775) 753-0200 (Tel)
(775) 753-0255 (Fax)

CAFO                             Insurance             $744,028
200 University Ave., Suite 501
Toronto, Ontario, Canada M5H 3C6
Brian Cameron
(416) 619-8000 (Tel)
(416) 868-0125 (Fax)

Franco Nevada                    Accrued Royalty       $671,865
1745 Shea Center Dr. Suite 310
Highlands Ranch, CO 80129
Contact: Jeff Jenkins
(720) 622-8604 (Tel)
(416) 306-6330 (Fax)

3D Concrete                      Trade                 $617,836
1110 Muleshoe Rd.
Battle Mountain, NV 89820
PO Box 457
Laura Bauer
(775) 635-8604 (Tel)
(775) 635-8017 (Fax)

Prometheus Energy Group Inc.     Trade                 $546,131
8511 154th Ave. NE
Redmond, WA 98052
Jeff House
(303) 550-1556 (Tel)
(425) 558-9391(Fax)

Al Park Petroleum, Inc.          Trade                 $351,070
Elko, NV 89803, P.O. Box 1600
Galen Scharsch
(800) 232-3835 (Tel)
(775) 738-6172 (Fax)

Q&D Construction, Inc.           Trade                 $325,946
1050 S 21st Street
Sparks, NV 89510
Doug E. Elder
(775) 353-7085 (Tel)
(775) 786-5136 (Fax)

Taurus Drilling                  Trade                 $267,335
4241 Colville Drive
Lake Havasu City, AZ 86406
Pat Bamford
(801) 653-9321 (Tel)
(801) 653-9327 (Fax)

Guardsmark, LLC                  Trade                 $213,143
File 6498
Los Angeles, CA 90074-6498
Robert Nathan
(800) 238-5878 ext.
7878 (Tel)
(775) 323-1799 (Fax)

Finley River Company, LLC        Accrued Royalty       $181,952
109 N. Walnut St.
Willow Springs, MO 65793
Pam Rosen
(417) 469-5745 (Tel)

Hillcrest Mining Company, LLC    Accrued Royalty       $181,952
3175 Reed Court
Denver, CO 80227
Cindy Slinkard
(303) 986-6290 (Tel)
(318) 343-4285 (Fax)

Southwest Energy LLC             Trade                 $164,105
2040 West Gardner Lane
Tuscon, AZ 85705
Roger Osmun
(520) 696-9495 (Tel)
(775) 623-6263 (Fax)

Metso Minerals                   Trade                 $157,001
20965 Crossroads Circle
Waukesha, WI 53186
Rose Heikel
(775) 384-6071 (Tel)
(262) 717-2501 (Fax)

Elko Inc.                        Trade                 $147,121
4105 W. Idaho St.
Elko, NV 89801
Ryan Veater
(775) 777-9309 (Tel)
(75) 777-8074 (Fax)

F&H Mine Supply                  Trade                 $147,121
1140 Checker Ln.
Battle Mountain, NV 89801
Bryan McConville
(208) 752-1294 (Tel)
(775) 635-5553 (Fax)

Raynell Co.,                     Trade                 $119,918
PO Box 28979
Santa Ana, CA 92799
David Ayers
(714) 540-1021 (Tel)
(714) 540-7211 (Fax)


RYCHARDZ BENNS: Must File Plan by April 12 or Face Conversion
-------------------------------------------------------------
The United States Trustee's Motion to Dismiss or to Convert to
Chapter 7 the bankruptcy case of Rychardz T. Benns came on for
hearing before Bankruptcy Judge R. Kimball Mosier on the Feb. 12,
2013, at 3:00 p.m.  In a Feb. 20, 2013 Order is available at
http://is.gd/QjA8Isfrom Leagle.com, Judge Mosier directed the
Debtor to:

     -- file a proposed plan and disclosure statement by no
        later than April 12, 2013; and

     -- obtain confirmation of a plan of reorganization by no
        later than June 14, 2013.

If the Debtor fails to fully comply with the orders the case will
be converted to a proceeding under Chapter 7 of the Bankruptcy
Code upon declaration and without further notice or hearing.

Rychardz T. Benns sought Chapter 11 bankruptcy protection (Bankr.
D. Utah Case No. 11-28495) on June 8, 2011.


SALON MEDIA: Incurs $806,000 Net Loss in Third Quarter
------------------------------------------------------
Salon Media Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $806,000 on $1.03 million of net revenues for the
three months ended Dec. 31, 2012, as compared with a net loss of
$997,000 on $943,000 of net revenue for the same period during the
prior year.

For the nine months ended Dec. 31, 2012, the Company incurred a
net loss of $2.99 million on $2.72 million of net revenue, as
compared with a net loss of $2.54 million on $2.71 million of net
revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $1.39 million
in total assets, $17.03 million in total liabilities and a $15.64
million total stockholders' deficit.

"Being among the fastest-growing news sites in terms of audience
growth for 2012 will put us in a strong position to monetize this
increased traffic, raise our brand profile, and further invest in
our core business in 2013," Cynthia Jeffers said.

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

                        http://is.gd/zqBNg6

A copy of the press release announcing the results is available
for free at http://is.gd/m6iuRX

                         About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.

The Company reported a net loss of $4.09 million for the
year ended March 31, 2012, a net loss of $2.58 million for fiscal
2011, and a net loss of $4.86 million for fiscal year 2010.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company has suffered recurring
losses and negative cash flows from operations and has an
accumulated deficit of $112.5 million at March 31, 2012, which
raise substantial doubt about the Company's ability to continue as
a going concern.


SBMC HEALTHCARE: Hires Locke Lord for Centurion Litigation
----------------------------------------------------------
SBMC Healthcare, LLC, asks the Bankruptcy Court for permission to
employ Locke Lord LLP as special bankruptcy counsel, nunc pro tunc
to Dec. 23, 2012.

The Debtor desires to employ Locke Lord LLP on an hourly fee basis
to represent McVey & Co. Investments, LLC (Manager of SBMC), Marty
McVey and Richard Garfinkel (both officers of SBMC Healthcare, LLC
who have asserted claims for indemnity) and SBMC Healthcare, LLC
as local counsel, special bankruptcy counsel, in litigation filed
by Centurion Service Group LLC currently pending before the U.S.
District Court for the Northern District of Illinois, Eastern
Division as case no. 12-cv-09318.

John F. Kloecker, a partner at Locke Lord, will be designated as
attorney-in-charge.  He will work with, but will not duplicate the
services of, Johnson DeLuca Kurisky & Gould P.C.

Mr. Kloecker will charge the Debtor at a rate of $550 per hour.
An associate, Kevin A. Wisniewski, will charge $365 per hour.

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

The firm can be reached at:

         John Kloecker, Esq.
         LOCKE LORD LLP
         111 South Wacker Drive
         Chicago, IL 60606
         Tel: (312) 443-0700
         Fax: (312) 443-0336
         E-mail: jkloecker@Lockelord.com

                       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.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, P.C., in Houston, Tex., is the Debtor's general
bankruptcy counsel.  Millard A. Johnson, Esq., and Sara Mya Keith,
Esq., at Johnson DeLuca, Kurisky & Gould, P.C., in Houston, Tex.,
serve as the Debtor's special bankruptcy counsel.  Judge Jeff Bohm
presides over the case.


SBMC HEALTHCARE: Seeks to Expand Johnson DeLuca Work
----------------------------------------------------
SBMC Healthcare LLC filed papers with the U.S. Bankruptcy Court
seeking to employ, effective Dec. 10, 2012, the law firm of
Johnson DeLuca Kurisky & Gould, P.C., to represent the manager and
certain officers of SBMC in additional litigation matters.

The firm's representation of SBMC as special bankruptcy counsel
was approved by order dated June 18, 2012.  The Firm has been
representing the Debtor in the Centurion Adversary No. 12-03385
and Luby's Adversary Nos. 12-03321 and 12-03320 (which have been
consolidated) matters that are or were pending before the
Bankruptcy Court.

The Debtor proposes the firm be allowed to render additional
professional services for the parties along with SBMC:

   * representing McVey & Co. Investments, LLC (Manager of SBMC),
     Marty McVey and Richard Garfinkel (both officers of SBMC
     Healthcare, LLC who have asserted claims for indemnity) in
     the federal court action against same and SBMC Healthcare,
     LLC filed by Centurion currently pending before the United
     States District Court for the Northern District of Illinois,
     Eastern Division as case no. 12-cv-09318, and

   * representing McVey & Co. Investments, LLC against Luby's in
     cause no. 2012-1011-B pending before the 189th Judicial
     District Court of Harris County.

The firm seeks to represent Mr. McVey, Mr. Garfinkel and MCI as
the issues involved in the Centurion and Luby's litigation are
complex and involve the same issues related to the defense of
SBMC, which JDKG is already providing.  It would cost the estate
significantly more money to hire a firm to represent Mr. McVey,
Mr. Garfinkel and MCI as such firm would not possess the same
knowledge of the facts as JDKG does.  Thus, representing the
additional parties will present a savings to the estate as it is
more cost effective as any judgment against such parties will be
asserted against the estate as a claim for indemnity.

The firm has obtained a waiver of conflict from Mr. McVey, Mr.
Garfinkel, and MCI.  Claims involved in the Centurion litigation
involve facts related to Mr. Garfinkel and Mr. McVey's actions as
officers of SBMC and thus there is no conflict.  Further, the
facts relate to the same transaction as the actions pending
against SBMC.

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

The Debtor has negotiated an hourly fee arrangement with the firm.
The firm's professionals will receive payment on an hourly basis
at these rates:

   Professional                      Rates
   ------------                      -----
   Millard A. Johnson, Partner        $400
   Sara M. Keith, Associate           $250
   Angeline V. Kell, Associate        $250
   Christopher Johnson, Associate     $250

                      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.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, P.C., in Houston, Tex., is the Debtor's general
bankruptcy counsel.  Millard A. Johnson, Esq., and Sara Mya Keith,
Esq., at Johnson DeLuca, Kurisky & Gould, P.C., in Houston, Tex.,
serve as the Debtor's special bankruptcy counsel.  Judge Jeff Bohm
presides over the case.


SBMC HEALTHCARE: Beardsley to Prepare Medicare & Medicaid Reports
-----------------------------------------------------------------
SBMC Healthcare, LLC, sought and obtained approval of its amended
application to employ Lawrence J. Beardsley, CPA, Inc., as
accountant to prepare the 2012 annual Medicare and Medicaid cost
reports.

In August 2012, the Debtor obtained approval to employ Lawrence J.
Beardsley as accountant but sought to expand the employment order
to allow Beardsley to provide additional accounting services.

The cost reports are required by the federal government as part of
the participation in the Medicare and Medicaid programs.  The
reports are a specialized form of account which Mr. Beardsley and
his firm have expertise and experience.

Medicare/Medicaid owes SBMC payments for 2011 and 2012 services.
Originally, SBMC was told that it would not receive the payment
until it filed the 2011 cost reports.  The 2011 cost reports have
been filed and accepted but now Medicate/Medicaid is telling SBMC
that it will not pay the approximately $160,000 that it owes to
SBMC until the 2012 reports are filed.

The costs for the additional services are:

   Medical Hospital Cost Report -- $7,500
   Texas Medicaid Hospital Cost Report -- $2,000

                      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.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, P.C., in Houston, Tex., is the Debtor's general
bankruptcy counsel.  Millard A. Johnson, Esq., and Sara Mya Keith,
Esq., at Johnson DeLuca, Kurisky & Gould, P.C., in Houston, Tex.,
serve as the Debtor's special bankruptcy counsel.  Judge Jeff Bohm
presides over the case.


SK FOODS: Court Directs Trustee to Submit Claims Report
-------------------------------------------------------
In the case, BRADLEY D. SHARP, Chapter 11 Trustee, Plaintiff, v.
SKPM CORP., et al., Defendants, CIV. No. S-11-2369 LKK (E.D.
Cal.), the District Court for the Eastern District of California
on Feb. 29, 2012, withdrew the reference to the Bankruptcy Court,
of Count One of the adversary complaint, and stayed that claim
pending resolution of the claims remaining in the Bankruptcy
Court.  In a Feb. 21, 2013 Order available at http://is.gd/bJeXlx
from Leagle.com, District Judge Lawrence K. Karlton directed the
Chapter 11 Trustee to promptly notify the District Court when
those remaining claims are resolved in the Bankruptcy Court.

                          About SK Foods

SK Foods LP ran a tomato processing facility.  It filed for
Chapter 11 bankruptcy protection after being dropped by its
lending group.  Creditors filed an involuntary Chapter 11 petition
against SK Foods LP and affiliate RHM Supply/ Specialty Foods Inc.
(Bankr. E.D. Cal. Case No. 09-29161) on May 8, 2009.  SK Foods
had said it was preparing to file a voluntary Chapter 11 petition
when the creditors initiated the involuntary case.  The Company
later put itself into Chapter 11 and Bradley D. Sharp was
appointed as Chapter 11 trustee.  The Debtors were authorized on
June 26, 2009, to sell the business for $39 million cash to a U.S.
arm of Singapore food processor Olam International Ltd.  The
replacement cost for the assets is $139 million, according to
Olam.

As reported by the Troubled Company Reporter on Feb. 19, 2010, a
federal grand jury returned a seven-count indictment charging
Frederick Scott Salyer, former owner and CEO of SK Foods, with
violations of the Racketeer Influenced and Corrupt Organizations
Act, in connection with his direction of various schemes to
defraud SK Foods' corporate customers through bribery and food
misbranding and adulteration, and with wire fraud and obstruction
of justice.

Salyer supporters launched a Web site which can be accessed from
two addresses: http://www.operationrottentomato.com/and
http://www.scott-salyer.com/


SKINNY NUTRITIONAL: Ironridge No Longer 5% Shareholder at Dec. 31
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Ironridge Global Partners, LLC, and its
affiliates disclosed that, as of Dec. 31, 2012, they have ceased
to be the beneficial owner of more than 5% of the outstanding
common shares of Skinny Nutritional Corp.  Ironridge previously
reported beneficial ownership of 65,100,000 common shares or a
9.99% equity stake as of Jan. 23, 2012.  A copy of amended the
filing is available for free at http://is.gd/WYDPaP

                      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.

The Company's balance sheet at June 30, 2012, showed $2.92 million
in total assets, $6.01 million in total liabilities, all current,
and a $3.08 million stockholders' deficit.


STOCKTON, CA: Right to Muni Bankruptcy Set for March 25 Trial
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a U.S. bankruptcy judge in Sacramento, California,
will hold a four-day trial beginning March 25 to determine whether
the city of Stockton is eligible for Chapter 9 municipal
bankruptcy.

Mr. Rochelle notes that the right to be in Chapter 9 isn't
automatic like it is for companies reorganizing in Chapter 11.  A
municipality must establish its right to bankruptcy relief.

The report relates that for Stockton to remain in municipal
bankruptcy, the judge must decide if the city is insolvent,
eligible for bankruptcy under state law, and negotiated with
creditors in good faith in advance of bankruptcy.  Some creditors
and bondholders are opposing the right to remain in bankruptcy.

Before the Feb. 26 hearing, Stockton announced an agreement with
one of the bond insurers, Ambac Assurance Corp.

                       About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Calif. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.


STILLWATER ASSET: Court Denies Dismissal of Involuntary Case
------------------------------------------------------------
The U.S. Bankruptcy Court denied a motion filed by Stillwater
Asset Backed Offshore Fund Ltd. to dismiss the involuntary Chapter
11 petition filed by Stillwater's creditors.  Instead, the judge
entered an order for relief under chapter 11 of the Bankruptcy
Code (11 U.S.C. Sec. 101 et seq.) against the Debtor effective as
of Jan. 17, 2013

According to the Jan. 31 order, the Debtor is required to make all
filings and comply with its duties and obligations under the
Bankruptcy Code and Federal Rules of Bankruptcy Procedure,
including but not limited to the obligation to immediately file a
schedule of the 20 largest creditors, listing their names,
addresses and contact information.

Jack Doueck and Richard I. Rudy are designated as responsible
persons for the Debtor.

Judge Allan Gropper directed the counsel for the Petitioning
Creditors and counsel for the Debtor will promptly schedule a
hearing or conference call with the Court to set a schedule and
hearing date for the motion to appoint a Chapter 11 trustee.

The Debtor is opposing efforts by petitioning creditors to have a
Chapter 11 trustee.  Stillwater says it recently retained the
restructuring and workout services of Marotta Gund Budd & Dzera,
LLC.  Philip Gund, a principal of MGBD, will be appointed as
Stillwater's Chief Restructuring Officer.

Stillwater notes that the appointment of a CRO obviates any
argument regarding the need for a trustee.

Judge Gropper issued a memorandum of decision in connection with
his decision to deny dismissal of the involuntary case.

"There is no question that the Alleged Debtor is not paying its
debts as they mature.  For the purpose of the current motion, the
parties stipulated that the Alleged Debtor is generally not paying
its debts as they come due . . . which is one of the conditions to
relief under an involuntary bankruptcy petition pursuant to Sec.
303 of the Bankruptcy Code. In fact, its financial condition is
far worse.  It has no ongoing business, having transferred its
property to another fund named Gerova.  Its only apparent goal is
to unwind the Gerova Transaction and recover its former assets
from Gerova, a possibility that Gerova's management may have once
contemplated but that is more problematic as a consequence of
Gerova's having been placed in an involuntary liquidation
proceeding in Bermuda.  In any event, even if the Alleged Debtor
is successful in recovering any of its assets from Gerova, its
only goal is to liquidate them for the benefit of Stillwater's
creditors.  A third party, Kinetic Partners, will have duties of
an uncertain nature, but the liquidation will seemingly be carried
out by the Asset Manager, subject to the review of a committee of
creditors," Judge Gropper said in his memorandum of decision.

A copy of the memorandum of decision is available at:

   http://bankrupt.com/misc/Stillwater_Jan17_Memorandum.pdf

                      About Stillwater Asset

Investment funds allegedly owed roughly $35.8 million, filed an
involuntary Chapter 11 petition against Brooklyn-based
Stillwater Asset Backed Offshore Fund Ltd. (Bankr. S.D.N.Y. Case
No. 12-14140) on Oct. 3, 2012.  Bankruptcy Judge Allan L. Gropper
oversees the case.  The petitioning creditors are represented by
Douglas E. Spelfogel, Esq., Richard Bernard, Esq., Mark Wolfson,
Esq., and Katherine R. Catanese, Esq., at Foley & Lardner LLP

An affiliated entity, Gerova Financial Group, Ltd., a Bermuda-
based financial-services company, is the subject of Chapter 15
bankruptcy proceedings (Bankr. S.D.N.Y. Case No. 12-13641)
commenced on Aug. 24, 2012.

Liquidators of Gerova -- Michael Morrison and Charles Thresh, both
of KPMG Advisory Limited, and John McKenna of Finance and Risk
Service Ltd, Bermuda -- filed the Chapter 15 petition, estimating
up to $100 million in assets and as much as $500 million in
liabilities.  A Chapter 15 petition was also filed for Gerova
Holdings Ltd. (Case No. 12-13642), which is estimated to have
under $100,000 in assets and liabilities.

Hamilton-based Gerova Financial, formerly known as Asia Special
Situations Acquisition Corp., was primarily involved, from 2010
on, in the business of investing in and managing certain types of
illiquid financial assets.  Gerova planned to then use such assets
as regulatory capital for insurance companies, though this
strategy was not fully implemented.

After lengthy proceedings and over the objections of Gerova's
then-current management, on July 20, 2012, the Bermuda Court
entered an order appointing Morrison, et al., as joint provisional
liquidators of GFG.  Morrison, et al., were also appointed
provisional liquidators of GHL on Aug. 20.

Judge Gropper also oversees the Gerova Chapter 15 case.  Peter A.
Ivanick, Esq., and lawyers at Hogan Lovells US LLP represent the
Liquidators as counsel.

The Debtor is represented by;

         Arthur G. Jakoby, Esq.
         Paul A. Rubin, Esq.
         Frederick E. Schmidt, Jr., Esq.
         Justin B. Singer, Esq.
         HERRICK, FEINSTEIN LLP
         2 Park Avenue
         New York, NY 10016


TELETOUCH COMMUNICATIONS: Stratford Put Option Extended to May 30
-----------------------------------------------------------------
TLL Partners, L.L.C., Stratford Capital Partners, L.P., and Retail
& Restaurant Growth Capital, L.P., previously entered into a Put
and Call and Transfer Restriction Agreement on Aug. 18, 2011,
whereby, among other things, TLL Partners granted Stratford and
RRGC the Stratford/RRGC Put Option during the Stratford/RRGC Put
Option Period.

On Dec. 7, 2012, TLL Partners, Stratford and RRGC entered into the
Amendment No. 1 to Put and Call and Transfer Restriction Agreement
whereby the parties amended the Put Agreement in order to extend
the Stratford/RRGC Put Option Period to 11:59 p.m. Dallas, Texas
time on Jan. 18, 2013.  TLL Partners, Stratford and RRGC entered
into the Amendment No. 2 to Put and Call and Transfer Restriction
Agreement whereby the parties amended the Put Agreement in order
to extend the Stratford/RRGC Put Option Period to 11:59 p.m.
Dallas, Texas time on March 1, 2013.

On Feb. 15, 2013, TLL Partners, Stratford and RRGC entered into
the Amendment No. 3 to Put and Call and Transfer Restriction
Agreement whereby the parties amended the Put Agreement in order
to extend the Stratford/RRGC Put Option Period to 11:59 p.m.
Dallas, Texas time on May 30, 2013.

Stratford Capital Partners, L.P., and its affiliates disclosed
that, as of Feb. 15, 2013, they beneficially own 17,610,000 shares
of common stock of Teletouch Communications representing 36.1% of
the shares outstanding.

A copy of the amended regulatory filing is available at:

                         http://is.gd/yn2tia

                           About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

BDO USA, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statement for the year
ended May 31, 2012.  The independent auditors noted that the
Company has increasing working capital deficits, significant
current debt service obligations, a net capital deficiency along
with current and predicted net operating losses and negative cash
flows which raise substantial doubt about its ability to continue
as a going concern.

The Company's balance sheet at Nov. 30, 2012, showed $11.35
million in total assets, $18.11 million in total liabilities and a
$6.75 million total shareholders' deficit.


TERRY DIEHL: Plan Outline Okayed; April 18 Confirmation Hearing
---------------------------------------------------------------
Bankruptcy Judge William T. Thurman in Utah approved the amended
disclosure statement accompanying Terry Charles Diehl's Plan of
Reorganization dated Feb. 13, 2013.  Judge Thurman said the
disclosure statement contains adequate information within the
meaning of 11 U.S.C. Sec. 1125, and is approved for distribution
to creditors.

The Court will hold a hearing on confirmation of the Plan for
April 18, 2013, at 2:00 p.m.  All objections to the Plan must be
filed with the Court and served on counsel for the Debtor, and for
the United States Trustee, no later than March 28.  All ballots
for acceptance or rejection of the Plan must be received by the
Debtor's counsel no later than March 28.  The Debtor is to file
its ballot report and any written response to objections to the
Plan no later than April 11.

A copy of the Court's Feb. 21 order is available at
http://is.gd/m4RuOSfrom Leagle.com.

Terry Diehl, a real estate developer and political deal-maker,
filed for Chapter 11 protection (Bankr. D. Utah Case No. 12-24048)
on March 30, 2012.  The Debtor's counsel is James W. Anderson,
Esq. -- anderson@millerguymon.com -- at Miller Guymon, P.C.

Engels Tejeda, Esq., represents the Unsecured Creditor's
Committee.


THOMPSON CREEK: Incurs $546.3 Million Net Loss in 2012
------------------------------------------------------
Thompson Creek Metals Company Inc. reported a net loss of
$546.3 million on $401.4 million of total revenues for the year
ended Dec. 31, 2012, as compared with net income of $292.1 million
on $669.1 million of total revenues during the prior year.

For the three months ended Dec. 31, 2012, the Company incurred a
net loss of $484.4 million on $99.4 million of total revenues, as
compared with net income of $800,000 on $116.7 million of total
revenues for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $3.41 billion
in total assets, $2.01 billion in total liabilities and $1.40
billion in shareholders' equity.

Kevin Loughrey, chairman and chief executive officer of Thompson
Creek, said, "While 2012 had some noteworthy highlights, including
the significant advancement of the Mt. Milligan project and our
achievement of a significant safety milestone at Mt. Milligan, the
year proved to be challenging from both a funding and operational
perspective.  During the year, we raised additional funding to
ensure the completion of the Mt. Milligan project, and took
several strategic steps to address operational challenges at both
of our molybdenum mines.  We recorded a significant fixed asset
write down at our Endako Mine during the fourth quarter, and our
Endako management team is working diligently to address its
operational challenges, which are expected to continue through the
winter months.  As the Mt. Milligan project continues to advance,
we very much look forward to its completion and the commencement
of copper and gold production and our expectation of near-term
increases in revenue, cash flow and net income."

                        Bankruptcy Warning

"A default under the Caterpillar equipment financing facility will
trigger cross defaults to our amended and restated gold stream
agreement with Royal Gold, and vice versa, and could also trigger
cross defaults to the indentures governing our outstanding notes
and other material agreements.  In the event of a default under
the Caterpillar equipment financing facility, Caterpillar could:

   (1) terminate the lease by us of equipment purchased by the
       lender and leased to us pursuant to the facility;

   (2) terminate the lender's obligation to purchase additional
       equipment and lease such equipment to us pursuant to the
       terms of the facility;

   (3) accelerate the payment of all lease payments unpaid under
       the facility, together with default interest;

   (4) accelerate the payment of the balance of the purchase price
       for equipment, which would have been due and payable from
       the date of termination; and

   (5) foreclose on the equipment purchased and leased under the
       facility and apply the proceeds from the sale of such
       equipment to any shortfall in the payment by us of amounts
       due.

In the event of default under our amended and restated gold stream
agreement with Royal Gold, Royal Gold could require us to repay
the amounts Royal Gold has invested in Mt. Milligan, which amounts
totaled $669.6 million as of December 31, 2012.  In the event of a
default under the indentures governing the 2017 Notes, 2018 Notes
and 2019 Notes, the trustee or holders of at least 25% in
principal of the outstanding 2017 Notes, 2018 Notes and 2019
Notes, as applicable, may declare the principal, premium, if any,
and accrued and unpaid interest on the notes to be immediately due
and payable.  If we were to default under any of these
arrangements, we may not have sufficient assets to repay such
indebtedness upon a default or have access to sufficient
alternative sources of funds.  If we are unable to repay the
indebtedness, the lenders could foreclose against the assets
securing their borrowings and we could be forced into bankruptcy
or liquidation."

A copy of the Form 10-K filed with the U.S. Securities and
Exchange Commission is available for free at:

                        http://is.gd/SCEFzi

                    About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


TRANSMERIDIAN EXPLORATION: Forum Selection Clause Not Mandatory
---------------------------------------------------------------
The Court of Appeals of Texas, Fourteenth District, Houston,
denied a petition for writ of mandamus filed by relators, Dingo
Drilling, Inc. and Mike Husser, Individually and d/b/a Oilfield
Tools.Net.

In the petition, the relators allege that a mandatory forum
selection clause requires a lawsuit on a contract for the sale of
a drilling rig located in Kazakhstan to be litigated in
Kazakhstan.  They ask the Texas appeals court to compel the
Honorable Dan Hinde, presiding judge of the 269th District Court
in Harris County, Texas, to enforce the forum selection clause.

Transmeridian Exploration Inc. negotiated to sell a drilling rig
located in Kazakhstan to the relators.  A purported contract
contained in a Feb. 6, 2009 e-mail is signed by Transmeridian's
representative.  The relators did not sign the contract, and they
dispute that a contract exists.

Transmeridian filed for Chapter 11 bankruptcy protection in March
2009, and a Trustee was appointed to administer the debtor's
remaining assets, including its claims against the relators.  Gary
Neus, the Liquidating Trustee of the Transmeridian Exploration
Liquidating Trust, sued the relators in 2010 to enforce the
contract.  At issue is a clause contained in communications sent
during negotiations for the sale of the rig. The clause provides:
"In the event of a failure to settle the disputes in [sic] by
negotiation, all disputes and arguments shall be transferred for
settlement to the court authorities of the Republic of
Kazakhstan."

The relators assert that the clause is a mandatory forum selection
clause, and the Transmeridian Trustee is bound by the forum
selection clause because he sued on the contract, citing Texas
Business and Commerce Code section 2.201(a) (stating that an
agreement need only be signed by the party charged in order to be
enforced) and In re Cornerstone Healthcare Holding Group, Inc.,
348 S.W.3d 538, 543-44 (Tex. App.-Dallas 2011, orig. proceeding)
(applying equitable estoppel to grant mandamus relief to non-
signatory to contract seeking enforcement of forum selection
clause).

On Oct. 26, 2012, the trial court denied the relators' motion to
dismiss the Texas suit based on the forum selection clause.  The
trial court denied the relators' motion for reconsideration on
Jan. 4, 2013.  The appeal followed.  In a single issue, the
relators allege that the trial court abused its discretion in
failing to enforce the forum selection clause.

According to the Texas appeals court, the forum clause at issue
does not express a clear intent that Kazakhstan is the exclusive
jurisdiction for the litigation.  Accordingly, after considering
the parties' arguments, the cited authorities, and the record
before the appeals court, the appeals court concludes the relators
have not established that the trial court abused its discretion.

The appellate case is, IN RE DINGO DRILLING, INC. AND MIKE HUSSER,
INDIVIDUALLY AND D/B/A OILFIELD TOOLS.NET, Relators, No. 14-13-
00015-CV (Tex. App. Ct.).  A copy of the Texas appeals court's
Memorandum Opinion filed Feb. 21, 2013, is available at
http://is.gd/0oK9fCfrom Leagle.com.

                  About Transmeridian Exploration

Headquartered in Houston, Texas, Transmeridian Exploration
Incorporated is an independent energy company engaged in the
business of acquiring, developing and producing oil and natural
gas.  Its activities are primarily focused on the Caspian Sea
region of the former Soviet Union.  The License and oil and gas
production in Kazakhstan is handled through the Debtors' wholly
owned subsidiary, JSC Caspi Neft TME, a joint stock company
organized under the laws of Kazakhstan.  The Company and two
affiliates filed for Chapter 11 protection on March 30, 2009
(Bankr. S.D. Tex. Lead Case No. 09-31859).  Judge Marvin Isgur
presides over the case.  John Wesley Wauson, Esq., and Matthew
Brian Probus, Esq., at Wauson & Probus, serve as the Debtors'
bankruptcy counsel.  As of September 30, 2008, the Debtor had
total assets of $377,902,000 and total debts of $451,678,000

In August 2009, Transmeridian won confirmation of its Chapter 11
plan, which calls for the sale of the Company's principal assets
-- Caspi Neft, an oil and gas property in the South Alibek Field
in the Republic of Kazakhstan covered by License 1557 and the
related exploration and production, contracts -- to UFEX Advisors
Corp., a Kazakhstan company affiliated with an individual named
Erlan Sagadiev who was retained to provide consulting and
management services for the operations in Kazakhstan.  UFEX won an
auction for Caspi Neft with its offer to purchase the assets for
US$60 million in cash, and $35 million in two-year notes, and
reimbursement of $500,000 in expenses.  The New Notes provides for
a 90 day "put" option during which the holders of the New Notes
may elect to put the Notes back to UFEX in exchange for a cash
payment of 50% of the face amount of the Notes.  Prime Way
Holdings, Ltd., was the second best bidder among three
participants at the auction.

The Plan provided that, in exchange for their $300 million in
claims, the secured noteholders are to receive the cash and notes
consideration from the sale, less the $700,000 in DIP financing
provided by Mr. Sagadiev.  In satisfaction of their deficiency
claims -- then expected to exceed $200 million -- the noteholders
will receive 20% of the cash left in the Company after the sale.
Unsecured creditors, whose claims may total as much as
$14.5 million, are to have the other 80% of available cash.

Gary Neus, a former director of the Debtors, was named liquidating
trustee.  The liquidating trustee will dispose of assets not sold
to UFEX.

The noteholders and the general unsecured creditors overwhelmingly
voted in favor of the Plan.


UNI-PIXEL INC: Incurs $9 Million Net Loss in 2012
-------------------------------------------------
Uni-Pixel, Inc., reported a net loss of $9.01 million on $76,154
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $8.56 million on $195,237 of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2012, showed
$14.71 million in total assets, $348,683 in total liabilities and
$14.36 million in total shareholders' equity.

Cash and cash equivalents totaled $13 million at Dec. 31, 2012, as
compared to $7.2 million at Dec. 31, 2011.  The increase in cash
was primarily due to a $12.3 million (net) equity raise completed
in the third quarter of 2012.

"In 2012, we established a solid foundation toward the
commercialization of our two flagship products, UniBoss and
Diamond GuardTM," said Reed Killion, CEO of UniPixel.  "After
engaging with Texas Instruments, Carestream and N-trig, qualifying
multiple touch controller manufacturers and building out our
downstream supply chain, our efforts culminated with the signing
of a multi-million dollar preferred price and capacity license
agreement with a major PC maker.  Together, we are working to
introduce products that feature next-generation touch screens
based on our UniBoss pro-cap, multi-touch sensor film."

A copy of the Form 10-K filed with the U.S. Securities and
Exchange Commission is available for free at:

                        http://is.gd/UJcMqF

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.


VADNAIS HEIGHTS: S&P Cuts Rating on 3 Revenue Bond Classes to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'D' from 'CC' on the City of Vadnais Heights, Minn.'s series
2010A, B, and C annual appropriation lease revenue bonds, issued
by the Vadnais Heights Economic Development Authority (EDA).

"The lowered rating reflects the city's principal payment default
of $455,000 on Feb. 1, 2013," said Standard & Poor's credit
analyst Caroline West.  "The City of Vadnais Heights decided to
not appropriate funds for its lease revenue bonds beginning in
fiscal 2013, and we do not believe the city has any intention to
appropriate funds in the future to pay debt service on the bonds,"
Ms. West added.

The trustee on the bonds, U.S. Bank, indicates that the interest
payment of $581,826 was paid in full and on time.

S&P understands that the city's original intention was that
operational revenues of the sports facility constructed with the
bond proceeds would cover annual debt service payments.  In 2011,
the first year of its operation, the facility generated $300,000
to contribute to debt service after operations.  Annual debt
service is $1.6 million.  The bonds mature Feb. 1, 2041.

Vadnais Heights, located in Ramsey County, is a second-ring suburb
seven miles north of St. Paul.


VILLAGE AT CAMP BOWIE: 'Artificial' Impairment Plan Upheld
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in New Orleans ruled
Feb. 26 that paying a small clutch of unsecured claims in full
over three months isn't a form of artificial impairment that
precludes cramming a reorganization plan down on a dissenting
secured lender.

The report notes that the Fifth Circuit in New Orleans joined the
appeals court in San Francisco which reached the same result in a
case called L&J Anaheim.  The New Orleans court "expressly"
rejected the Windsor opinion from the Court of Appeals in St.
Louis which recognized the notion of artificial impairment as
reason for refusing to approve a plan when the bankrupt has
financial capacity to pay the impaired claims in full.

The case involved a real estate project with $32.3 million owing
on the mortgage.  The plan put the lender in one class and $60,000
in unsecured claims in another.  The lender was to be paid in full
over five years with interest at 5.83%.  Unsecured creditors would
be paid in equal installments over three months.

The report recounts that the lender contended that unsecured
creditors were artificially impaired and that the plan wasn't
proposed in good faith. Bankruptcy Judge D. Michael Lynn, from
Fort Worth, Texas, disagreed and confirmed the plan so long as the
interest rate was raised to 6.4%.  The lender made Judge Lynn's
job easier by admitting it bought the mortgage with the intent of
taking ownership of the property.  Judge Lynn found the result
within the plain language of the Bankruptcy Code.

According to the report, in the appeals court's 13-page opinion
Feb. 26, Circuit Judge Patrick E. Higginbotham upheld Judge Lynn
and said the Bankruptcy Code must be read literally.  The Code
makes no distinction, he said, between adverse effects on claim
holders that result from economic necessity and those arising from
the bankrupt's discretion.  He said a bankrupt company's ability
to pay claims in full remains an issue on the question of whether
the plan is proposed in good faith. In the case before him, there
was good faith, as Judge Lynn found.

Judge Higginbotham said that the lender agreed the owner could
remain current on the revised mortgage and that the property was
worth more than the debt.  To keep ownership, Judge Lynn required
the owners to contribute a new $1.5 million in equity on the
condition that they couldn't take money out until the lenders were
fully paid.  Judge Lynn like Judge Higginbotham said that the plan
fits within the "plain meaning of Sections 1124 and 1129(a)(10)"
of the Bankruptcy Code.

The case is Western Real Estate Equities LLC v. Village at
Camp Bowie I LP (In re Village at Camp Bowie I LP, 12-10271, 5th
U.S. Circuit Court of Appeals (New Orleans). The case in
bankruptcy court is In re Village at Camp Bowie I LP, 10-45097,
U.S. Bankruptcy Court, Northern District of Texas (Fort Worth).

                  About Village at Camp Bowie I

Dallas, Texas-based Village at Camp Bowie I, L.P. owns a low-rise,
mixed-use development in southwest Fort Worth, Texas, known
eponymously as the Village at Camp Bowie.  The Property occupies
23.08 acres in an excellent location in one of the busier areas of
the city. Space in the Property is leased for office, retail,
restaurant and entertainment purposes. The Property is presently
slightly less than 80% occupied.  Village at Camp Bowie I filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
10-45097) on Aug. 2, 2010.  J. Mark Chevallier, Esq., at McGuire,
Craddock & Strother, P.C., in Dallas, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.


VIRIDIS ENERGY: Completes Restructuring of Cornwall Debt
--------------------------------------------------------
Viridis Energy Inc. disclosed that effective Feb. 25, 2013, it has
completed a restructuring of its short term debt with its largest
investor, Cornwall Investments, LLC.  The debt restructuring
includes Okanagan Pellet Company Inc. assumption of the HSBC Bank
Canada debt and the short-term loan on the Scotia Atlantic Biomass
Company Limited ("Scotia") facility, currently in default.  The
aggregate of the two credit facilities is approximately $5.7
million of long-term debt.

The first of the two facilities is a non-revolving term credit
facility in the principal amount of $3,067,657 and represents the
conversion of the demand revolving credit facility in the original
principal amount of $3,000,000 previously provided by HSBC Bank
Canada to Viridis' wholly owned, marketing subsidiary, Cypress
Pacific Marketing Inc. ("Cypress").  This facility was
subsequently sold and assigned by HSBC Canada to Cornwall.

To facilitate the restructuring, Cypress assigned the debt of the
Revised Credit Facility to OPC via an Assignment and Assumption
Agreement.  OPC irrevocably accepted and assumed all of the rights
and obligations to Cornwall under the Revised Credit Facility.
OPC is one of two wood pellet production facilities of Viridis
and, as such, holds fixed assets that can be collateralized. As
further security for the Revised Credit Facility, Viridis has
guaranteed the debt of OPC to Cornwall.

Interest on the Revised Credit Facility is due at the Maturity
Date, or on such earlier date or dates as it repays in whole or in
part the principal amount of the Revised Credit Facility, at the
Prime Rate plus 6% per annum.  Interest will accrue and be
computed daily and will be compounded monthly until paid.

In consideration for the Revised Credit Facility and subject to
TSXV approval, Viridis will issue shares of its common stock to
Cornwall.  A total of 2,420,000 Bonus Shares will be represented
by four share certificates registered in the name of Cornwall, in
denominations of 484,000; 484,000; 605,000 and 847,000 shares
respectively.  Upon approval by the TSXV, the first certificate
for 484,000 Bonus Shares will be delivered to Cornwall.  As an
incentive to Viridis to arrange for the refinancing of the Revised
Credit Facility with a third party, the balance of the Bonus
Shares will be subject to the provisions of an Escrow Agreement
and the certificates for those Bonus Shares will be held by the
Escrow Agent.  The Escrow Agreement provides for the delivery of
the remaining three certificates after each six month period
during which the Revised Credit Facility, or any portion thereof,
is outstanding have elapsed, starting on Oct. 1, 2013 with the
final delivery on Oct. 1, 2014.

The second facility is an extension of the existing short-term
facility in the original principal amount of $2,455,000 provided
to Scotia by Cornwall.  The revised facility is a non-revolving
term credit facility in the principal amount of $2,636,238
established by Cornwall in favour of Scotia,.  As further security
for the Scotia Credit Facility, Viridis has guaranteed the debt of
OPC to Cornwall.

Interest on the Scotia Credit Facility is due on the Maturity
Date, or on such earlier date or dates as it repays in whole or in
part the principal amount of the Scotia Credit Facility, at the
Prime Rate plus 5% per annum.  Interest will accrue and be
computed daily and will be compounded monthly until paid.

In consideration for the Scotia Credit Facility and subject to
TSXV approval, Viridis will issue Bonus Shares to Cornwall.  A
total of 2,080,000 Bonus Shares will be represented by four share
certificates registered in the name of Cornwall, in denominations
of 416,000; 416,000; 520,000 and 728,000 shares respectively.
Upon TSXV approval, the first certificate for 416,000 Bonus Shares
will be delivered to Cornwall.  As an incentive to Viridis to
arrange for the refinancing of the Scotia Credit Facility with a
third party, the balance of the Bonus Shares will be subject to
the provisions of an Escrow Agreement and the certificates for
those Bonus Shares, will be held by the Escrow Agent.  The Escrow
Agreement provides for the delivery of the remaining three
certificates after each six month period during which the Scotia
Credit Facility, or any portion thereof, is outstanding have
elapsed, starting on Oct. 1, 2013 with the final delivery on
Oct. 1, 2014.

"The debt restructuring with Cornwall is an important step in the
process that we began in December.  The deferment of interest and
principal payments until maturity will further Viridis' ability to
generate working capital to support growth.  In addition, the
escrowed bonus share program provides Viridis the incentive to
accelerate its plans for refinancing with a traditional lender
over the next two years.  Cornwall continues to demonstrate its
support of Viridis as it develops its production capacity to
capitalize on the Renewable Energy industry's advancement," said
Christopher Robertson, chairman and chief executive officer,
Viridis Energy Inc.


WPCS INTERNATIONAL: First Wilshire Discloses 10% Stake at Dec. 31
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, First Wilshire Securities Management, Inc.,
disclosed that, as of Dec. 31, 2012, it beneficially owns
748,272 shares of common stock of WPCS International representing
10.8% of the shares outstanding.  First Wilshire previously
reported beneficial ownership of 785,616 common shares or a 11.2%
equity stake as fo June 30, 2012.  A copy of the amended filing is
available for free at http://is.gd/QLGfLo

                      About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.

J.H. COHN LLP, in Eatontown, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended April 30, 2012.  The independent auditors noted
that the Company is in default of certain covenants of its credit
agreement and has incurred operating losses, negative cash flows
from operating activities and has a working capital deficiency as
of April 30, 2012.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.

WPCS reported a net loss attributable to the Company of
$20.54 million for the year ended April 30, 2012, compared to a
net loss attributable to the Company of $36.83 million during the
prior fiscal year.

The Company's balance sheet at Oct. 31, 2012, showed $21.47
million in total assets, $14.69 million in total liabilities and
$6.78 million in total equity.

"At October 31, 2012, the Company had cash and cash equivalents of
$921,206 and working capital of $1,265,636, which consisted of
current assets of $15,897,614 and current liabilities of
$14,631,978, and on December 4, 2012, repaid the existing loan
with Sovereign.  However, the Company's outstanding obligations
under the Zurich Agreement and Indemnity Agreement raise
substantial doubt about the Company's ability to continue as a
going concern," according to the Company's Form 10-Q for the
period ended Oct. 31, 2012.


* Fitch Sees More Relaxed U.S. Auto Loan Terms
----------------------------------------------
Fitch Ratings expects the recent pattern of easing U.S. auto loan
underwriting standards to continue in 2013, and some further
weakening in lender credit metrics will likely result. "However,
the trajectory of increased delinquencies and credit losses still
appears modest and in line with our expectations," Fitch says.

"We see signs of more relaxed auto credit terms in the Federal
Reserve's January Senior Loan Officer Opinion Survey. The Fed
reported that 13% of surveyed lenders eased credit terms for
individual auto borrowers during the fourth quarter of 2012. This
compares with a 23% figure in 3Q12, when a similar easing of
standards was apparent. Competition appears to be centered on loan
pricing, with 28% of surveyed lenders reporting that spreads over
funding costs narrowed in the fourth quarter.

"Credit losses and delinquency rates ticked up modestly in the
fourth quarter of 2012, largely as a result of seasonality. Loss
rates were up by 28 bps compared with the third quarter, while 30-
day delinquency rates moved up by 63 bps for auto lenders reviewed
in our analysis.

"In the subprime space, competition between lenders is heating up.
To a large extent, this reflects the impact of more aggressive
loan pricing, as new entrants, some of which are backed by private
equity capital, seek to boost market share quickly. New entry is
also being supported by easier funding conditions, especially in
ABS.

"So far, we see changes in auto loan underwriting terms as
generally modest, with new standards largely reflecting a
normalization of market conditions rather than excessively
aggressive pricing tactics. Continued robust demand for new and
used vehicles and increased willingness to lend due to easy
funding access, combined with expected moderation in used car
values likely points to some deterioration in lender asset quality
through 2013. Still, we expect the modest weakening in lender
credit metrics to be manageable and consistent with current
ratings."

For a complete discussion of recent developments in U.S. auto
lending, Fitch released a report titled "U.S. Auto Asset Quality
Review," dated Feb. 26, 2013.


* S&P Suits Get Boost From Earlier Court Wins, States Say
---------------------------------------------------------
David McLaughlin, writing for Bloomberg News, reported that state
lawsuits against Standard & Poor's over ratings on securities are
bolstered by legal victories that Connecticut and Illinois have
already won against the company, attorneys general for those two
states said.

The Bloomberg report related that Illinois and Connecticut
defeated attempts by S&P to throw out their lawsuits, which were
filed before the U.S. Justice Department and other states sued the
company this month.  Those decisions undercut a free-speech
defense S&P has relied on, Illinois Attorney General Lisa Madigan
and Connecticut's George Jepsen told Bloomberg.

"There's no reason they shouldn't hold up to scrutiny in other
states," Madigan said about the state claims in an interview at a
conference of state attorneys general in Washington, according to
Bloomberg.

The U.S. sued New York-based S&P and parent McGraw-Hill Cos. Feb.
4, accusing S&P of disregarding the credit risks of mortgage bonds
during the housing boom to win business rating securities,
Bloomberg recalled.  The U.S. was joined by 13 states that sued
and the District of Columbia, according to a statement from
Jepsen's office.  Connecticut, Illinois and Mississippi previously
filed complaints against the company.

The U.S. case is U.S. v. McGraw-Hill, 13-00779, U.S. District
Court, Central District of California (Los Angeles).


* Survey: Shine Might Be Off Alternative Fee Arrangements
---------------------------------------------------------
A significantly smaller percentage of in-house counsel used some
form of alternative legal fee structures last year, according to a
new legal survey from Fulbright & Jaworski LLP that defied
previous years' upward trends and more vocal criticism in recent
years of the billable hour, Andrew Strickler of BankruptcyLaw360
reported.

The survey of 275 participating in-house U.S. attorneys found that
51% used some form of alternative fee arrangement, down from 61%
the previous year, and essentially equal with the 2010 data, the
BLaw360 report added.

The BLaw360 further related that the Fulbright & Jaworski showed
that in-house corporate lawyers last year rated fixed-fee legal
pricing the most effective alternative fee model to the straight
billable hour.  Forty-seven% of U.S.-based general counsel and
litigation heads using some kind of alternative fee arrangement,
or AFA, gave preset prices the "most effective" rating for
accomplishing their fee goals, the report said.  About a third of
respondents also gave the highest rating to capped fees and
performance-based fees, the report added.

The BLaw360 report also said the survey noted that corporations
beefed up their legal departments in 2012 and expect to do the
same this year, with mounting regulatory challenges and abundant
litigation combining to boost the need for in-house expertise.

Fifty-eight% of U.S. companies employed at least three in-house
attorneys, up from 53% the year before and 40% in 2010, the report
said, citing the survey.

A summary of the Fulbright & Jaworski survey released on Feb. 26,
2013, is available at http://is.gd/Kz2Phf


* Rabobank Faces Libor-Rigging Fine of $440 Million
---------------------------------------------------
Lindsay Fortado, Maud van Gaal & Greg Farrell, writing for
Bloomberg News, reported that Rabobank Groep faces a fine of more
than $440 million for Libor rigging as global regulators seek to
increase the $2.5 billion in penalties already levied in the rate-
manipulation scandal.

The Bloomberg report related that Rabobank, the second-biggest
Dutch lender, is next in line to reach a settlement with the U.S.
Commodity Futures Trading Commission, the Department of Justice
and the U.K. Financial Services Authority over claims it tried to
manipulate benchmark interest rates, said four people with
knowledge of the probe who asked not to be identified because the
talks are private.

According to the report, the penalty, which may come as soon as
May, is likely to be between the 290 million pounds ($440 million)
Barclays Plc (BARC) paid in June and the $612 million Royal Bank
of Scotland Group Plc paid this month, one of the people said.
Rabobank, formed in 1898 as a co-operative to lend to Dutch
farmers, is the country's only contributor to the London interbank
offered rate, the benchmark for more than $300 trillion of
securities.

Barclays, UBS AG and RBS have been fined more than $2.5 billion
following a global probe into Libor manipulation, Bloomberg
related. Traders rigged the benchmark to profit from bets on
derivatives, while banks sought to submit artificially low rates
to appear financially healthier than they were, according to
regulators.

Closely held Rabobank is under scrutiny for alleged attempts to
manipulate sterling Libor, dollar Libor, Japanese yen Libor and
Euribor in its London, New York, Tokyo, Singapore and Hong Kong
offices, one of the people said, according to Bloomberg.


* American Securities Targets $750 Million for Distressed Fund
--------------------------------------------------------------
Hillary Canada, writing for Dow Jones, reported that roughly 18
months after holding a close on its second distressed debt fund,
American Securities is back marketing a follow-up vehicle,
according to a filing with the Securities and Exchange Commission.
American Securities Opportunities Fund III LP is targeting $750
million, according to the SEC filing, which didn't include how
much, if any, capital has been raised, the report said.


* Blank Rome Gains Bankruptcy Partner From Pepper Hamilton
----------------------------------------------------------
Blank Rome LLP said Barson has joined the Firm as Partner in the
Business Restructuring & Bankruptcy Group.  He is based in the
Firm's Philadelphia office.

"Leon is a nationally recognized attorney in the field of
corporate restructuring and creditors' rights and brings
substantial depth and experience to our Firm's Business
Restructuring & Bankruptcy Group," said Alan J. Hoffman, Co-
Chairman and Managing Partner. "We are pleased to welcome him to
Blank Rome."

Mr. Barson joins Blank Rome from Pepper Hamilton LLP where he was
a Partner in the Firm's Corporate Restructuring and Bankruptcy
Group.  He focuses his practice on corporate reorganizations,
workouts, debtors' and creditors' rights, and corporate
transactions.  He has represented parties in the restructuring,
reorganization, or sale of complex businesses in an array of
industries, including automotive, telecommunications, healthcare,
manufacturing, hospitality, real estate, apparel, and retail.

Mr. Barson also has substantial experience representing and
advising companies, buyers, and investors in all aspects of
distressed and insolvency situations.  He counsels boards of
directors, chief executive officers, and other members of senior
management with respect to their duties and obligations to, and
exposures in connection with, financially challenged companies.
In addition, he represents borrowers in out-of-court restructuring
transactions.

Mr. Barson has been recognized as a leading lawyer in Chambers USA
since 2005, and has been named by The Best Lawyers in America as
the "Philadelphia Litigation?Bankruptcy Lawyer of the Year" for
2012.  He frequently writes and lectures on a variety of subjects
related to business reorganizations and has been published in the
ABI Journal and other periodicals on issues affecting Chapter 11
cases.  He was also a contributing author to West'sCommercial
Bankruptcy Litigation treatise (2009).

Mr. Barson is admitted to practice in Pennsylvania and before the
U.S. District Courts for the Eastern and Middle Districts of
Pennsylvania, Western District of Michigan, and the U.S. Court of
Appeals for the Third Circuit.  He earned his JD from the Boston
University School of Law and his BA from New York University.  He
is Vice Chair of the Lender Liability Subcommittee of the
Commercial Financial Services Committee of the Business Law
Section of the American Bar Association, serves on the Board of
Directors of the Consumer Bankruptcy Assistance Project (CBAP),
and participates as a member of the Turnaround Management
Association (TMA), among other national professional
organizations.

Mr. Barson may be reached at:

         Leon Barson, Esq.
         BLANK ROME LLP
         One Logan Square
         130 North 18th Street
         Philadelphia, PA 19103-6998
         Tel: (215) 569-5576
         Fax: (215) 832-5576
         Email: LBarson@BlankRome.com


* Brian Linscott Rejoins Huron Consulting Group
-----------------------------------------------
Brian Linscott has rejoined as Managing Director in Huron
Consulting Group's Financial Consulting practice.  He has 18 years
of general accounting, financial consulting, and bankruptcy
advisory experience and has served clients in the transportation,
automotive, manufacturing, media, technology, hospitality and
gaming, consumer products, and energy industries.

His work focuses on advising boards of directors, company
management, and counsel on restructurings, operational improvement
opportunities, business plan assessments, financing solutions,
mergers & acquisitions, and litigation matters.

Prior to rejoining Huron Brian was the Chief Financial Officer of
Sun Times Media and led its restructuring efforts after serving as
the company's restructuring advisor in 2009.  Brian's consulting
and operational experience will complement Huron's Financial
Consulting credentials and service offerings, and Brian will
concentrate on growing Huron's restructuring advisory practice.

He may be reached at blinscott@huronconsultinggroup.com


* Cooley's T. O'Connor and A. Cohen Move to Duval & Stachenfeld
---------------------------------------------------------------
Duval & Stachenfeld LLP disclosed the addition of leading real
estate attorneys, Tom O'Connor and Alan S. Cohen, as partners in
its New York office.  Mr. O'Connor was formerly the chair of
Cooley LLP's National Real Estate Practice Group and Mr. Cohen was
a senior partner in the Group. Both partners worked out of
Cooley's New York office.

"This is an exceptional acquisition for us," stated Bruce M.
Stachenfeld, co-founder and managing partner of the Firm.  "Tom
and Alan are very well-known as top practitioners in the New York
real estate community and their addition adds tremendous breadth
and depth to our already leading real estate practice,
particularly in the areas of structured real estate finance,
construction and development and Latin America transactions."

"We are very excited to be joining Duval & Stachenfeld and its
nearly 50 attorney real estate practice in New York," stated Tom
O'Connor.  "The reservoir of talent here is just incredible and
will enable us to continue to practice at the highest level and
deliver high quality, cost-effective legal services," added Mr.
O'Connor.  "This move is a win-win for both us and our clients,"
noted Alan Cohen.  "We will now be able to offer our clients
additional services, a deeper and broader bench, as well as new
clients and contacts with whom to network and partner in
transactions," added Mr. Cohen.

Tom O'Connor's practice focuses in the area of commercial real
estate with particular emphasis on real estate finance, including
the origination, workout and sale of debt and preferred equity at
all levels of the capital stack and the acquisition, restructure,
and disposition of distressed debt, both on a one-off and
portfolio basis.  He is well known as a "lender's lawyer," but
also has extensive experience on the borrower side.

Prior to joining Duval & Stachenfeld LLP, Tom was a partner at
Cooley LLP in New York, and formerly chaired its National Real
Estate Practice Group for nearly 6 years.  Tom started his career
as an associate attorney at Weil Gotshal.

Alan Cohen has handled all aspects of complex real estate
transactions for over 25 years, with a particular emphasis on
acquisitions and dispositions, construction and development, real
estate finance and hospitality matters.  His clients include
mortgage REITs, banks and other financial institutions, real
estate companies and developers, and institutional investors, both
domestic and foreign-based.

Prior to joining Duval & Stachenfeld LLP, Mr. Cohen was a partner
at Cooley LLP, a partner at Morrison Cohen LLP (where he chaired
its Real Estate Practice Group) and an associate at Shearman &
Sterling in New York.

Mr. Cohen currently serves as Corporate Secretary and a member of
the Board and Executive Committee of the New York chapter of the
National Association of Industrial and Office Properties (NAIOP).

Mr. O'Connor and Mr. Cohen are joined by their former Cooley LLP
colleagues, Maureen Hannon and Michael Estreicher.  Ms. Hannon
will be of counsel to Duval & Stachenfeld and Mr. Estreicher will
be a senior real estate associate in the Real Estate Practice
Group.

                     Duval & Stachenfeld

Duval & Stachenfeld LLP -- http://visitwww.dsllp.com -- is a 15-
year old law firm based in Manhattan that focuses on complex real
estate transactions, litigation and arbitration, tax, corporate
and M&A, bankruptcy, structured finance strategies, environmental,
and tax exempt organizations.  With approximately 50 attorneys,
the Duval & Stachenfeld Real Estate Group has the largest real
estate legal team in New York City.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Thelma Powell
   Bankr. D. Ariz. Case No. 13-02269
      Chapter 11 Petition filed February 20, 2013

In re Christopher Cruzado
   Bankr. N.D. Cal. Case No. 13-50966
      Chapter 11 Petition filed February 20, 2013

In re Mario Oseguera
   Bankr. N.D. Cal. Case No. 13-10337
      Chapter 11 Petition filed February 20, 2013

In re Ricardo Dionisio
   Bankr. N.D. Cal. Case No. 13-50965
     Chapter 11 Petition filed February 20, 2013

In re B-3 Properties, LLC
   Bankr. N.D. Ind. Case No. 13-20432
     Chapter 11 Petition filed February 20, 2013
         See http://bankrupt.com/misc/innb13-20432p.pdf
         See http://bankrupt.com/misc/innb13-20432c.pdf
         Filed pro se

In re B W Properties, LLC
   Bankr. D. Mont. Case No. 13-60178
     Chapter 11 Petition filed February 20, 2013
         See http://bankrupt.com/misc/mtb13-60178.pdf
         represented by: James A Patten, Esq.
                         Patten Peterman Bekkedahl
                         E-mail: japatten@ppbglaw.com

In re Marilyn VanHorn
   Bankr. D.N.M. Case No. 13-10498
      Chapter 11 Petition filed February 20, 2013

In re PCS, LLC
   Bankr. N.D.N.Y. Case No. 13-10409
     Chapter 11 Petition filed February 20, 2013
         See http://bankrupt.com/misc/nynb13-10409.pdf
         represented by: Michael P. Mansion, Esq.
                         The Mansion Law Firm
                         E-mail: mansionlawfirm@verizon.net

In re Burleson Enterprises, Inc.
   Bankr. E.D.N.C. Case No. 13-01106
     Chapter 11 Petition filed February 20, 2013
         See http://bankrupt.com/misc/nceb13-01106.pdf
         represented by: J.M. Cook, Esq.
                         E-mail: J.M.Cook@jmcookesq.com

In re Thomas Burch
   Bankr. D.S.C. Case No. 13-00956
      Chapter 11 Petition filed February 20, 2013

In re Burns Old Fashioned Pit Bar-B-Q, Inc.
   Bankr. S.D. Tex. Case No. 13-30953
     Chapter 11 Petition filed February 20, 2013
         See http://bankrupt.com/misc/txsb13-30953.pdf
         represented by: Timothy Webb, Esq.
                         Webb Associates
                         E-mail: timwebblaw@aol.com


In re Twenty Second Avenue Partners, LLC
   Bankr. M.D. Ala. Case No. 13-80242
     Chapter 11 Petition filed February 21, 2013
         See http://bankrupt.com/misc/almb13-80242.pdf
         Filed as Pro Se

In re Serenity Care, Inc.
   Bankr. S.D. Ala. Case No. 13-00556
     Chapter 11 Petition filed February 21, 2013
         See http://bankrupt.com/misc/alsb13-00556.pdf
         represented by: Robert M. Galloway, Esq.
                         GALLOWAY WETTERMARK EVEREST RUTENS &
                         GAILLARD
                         E-mail: bgalloway@gallowayllp.com

In re First Baldwin Bancshares, Inc.
   Bankr. S.D. Ala. Case No. 13-00563
     Chapter 11 Petition filed February 21, 2013
         See http://bankrupt.com/misc/alsb13-00563.pdf
         represented by: C. Ellis Brazeal, III, Esq.
                         JONES WALKER, LLP
                         E-mail: ebrazeal@joneswalker.com

In re Bethel Island Marina Resort, LLC
   Bankr. N.D. Cal. Case No. 13-40993
     Chapter 11 Petition filed February 21, 2013
         See http://bankrupt.com/misc/canb13-40993.pdf
         Filed as Pro Se

In re American Petroleum Services, Inc.
   Bankr. S.D. Cal. Case No. 13-01659
     Chapter 11 Petition filed February 21, 2013
         See http://bankrupt.com/misc/casb13-01659.pdf
         represented by: David L. Speckman, Esq.
                         SPECKMAN & ASSOCIATES
                         E-mail: speckmanandassociates@gmail.com

In re Morgan LeFey, Inc.
   Bankr. D. Conn. Case No. 13-20299
     Chapter 11 Petition filed February 21, 2013
         See http://bankrupt.com/misc/ctb13-20299.pdf
         Filed as Pro Se

In re Gloria Vera
   Bankr. S.D. Fla. Case No. 13-13917
      Chapter 11 Petition filed February 21, 2013

In re Key Lime Pie, Inc.
   Bankr. N.D. Ga. Case No. 13-53623
     Chapter 11 Petition filed February 21, 2013
         Filed as Pro Se

In re Efstration Vitogiannis
   Bankr. D. Ill. Case No. 13-06705
      Chapter 11 Petition filed February 21, 2013

In re David Guidry
   Bankr. W.D. La. Case No. 13-50152
      Chapter 11 Petition filed February 21, 2013

In re Manus Suddreth
   Bankr. D. Md. Case No. 13-12978
      Chapter 11 Petition filed February 21, 2013

In re Walter Roskoski
   Bankr. D. Nev. Case No. 13-50277
      Chapter 11 Petition filed February 21, 2013

In re Bob Brooks
   Bankr. E.D.N.Y. Case No. 13-70840
      Chapter 11 Petition filed February 21, 2013

In re Zane Buckman
   Bankr. E.D.N.C. Case No. 13-01124
      Chapter 11 Petition filed February 21, 2013

In re Richard Osmon
   Bankr. D. Ore. Case No. 13-30883
      Chapter 11 Petition filed February 21, 2013

In re Davio Corporation
   Bankr. W.D. Pa. Case No. 13-20726
     Chapter 11 Petition filed February 21, 2013
         See http://bankrupt.com/misc/pawb13-20726p.pdf
         See http://bankrupt.com/misc/pawb13-20726c.pdf
         represented by: Robert J. Colaizzi, Esq.
                         COLAIZZI LAW FIRM
                         E-mail: robert@colaizzilaw.com

In re H. Belle's Child Care Center, Inc.
   Bankr. W.D. Tenn. Case No. 13-21931
     Chapter 11 Petition filed February 21, 2013
         See http://bankrupt.com/misc/tnwb13-21931.pdf
         represented by: Ted I. Jones, Esq.
                         JONES & GARRETT LAW FIRM
                         E-mail: dtedijones@aol.com

In re We Man Vets Golf, Inc.
   Bankr. E.D. Wash. Case No. 13-00662
     Chapter 11 Petition filed February 21, 2013
         See http://bankrupt.com/misc/waeb13-00662.pdf
         represented by: Robert McMillen, Esq.
                         TELQUIST, ZIOBRO & MCMILLEN, PLLC
                         E-mail: carla@tzmlaw.com

In re Daryl Noice
   Bankr. W.D. Wash. Case No. 13-41056
      Chapter 11 Petition filed February 21, 2013
In re Esio Franchising, LLC
   Bankr. D. Ariz. Case No. 13-02477
     Chapter 11 Petition filed February 22, 2013
         See http://bankrupt.com/misc/azb13-02477.pdf
         represented by: Daniel E. Garrison, Esq.
                         Andante Law Group of Daniel E Garrison
                         E-mail: dan@andantelaw.com

   In re Esio Holding Company, LLC
      Bankr. D. Ariz. Case No. 13-02478
        Chapter 11 Petition filed February 22, 2013
            See http://bankrupt.com/misc/azb13-02478.pdf
            represented by: Daniel E. Garrison, Esq.
                            Andante Law Group of Daniel E Garrison
                            E-mail: dan@andantelaw.com

In re Stanley Fuller
   Bankr. D. Ariz. Case No. 13-02467
      Chapter 11 Petition filed February 22, 2013

In re William Oetting
   Bankr. D. Ariz. Case No. 13-02411
      Chaptet 11 Petition filed February 22, 2013

In re Elk Grove Communications Tower, Inc.
   Bankr. E.D. Cal. Case No. 13-22324
     Chapter 11 Petition filed February 22, 2013
         See http://bankrupt.com/misc/caeb13-22324.pdf
         Filed pro se

In re Sushi Story, LLC
        dba Murasaki Restaurant
   Bankr. D.D.C. Case No. 13-00098
     Chapter 11 Petition filed February 22, 2013
         See http://bankrupt.com/misc/dcb13-00098.pdf
         represented by: Jeffrey M. Sherman, Esq.
                         Lerch, Early & Brewer
                         E-mail: jmsherman@lerchearly.com

In re Crisoforo Cortes
   Bankr. M.D. Fla. Case No. 13-02172
      Chapter 11 Petition filed February 22, 2013

In re DLG Land Management, Inc.
        aka DL Garletts Land Management
   Bankr. S.D. Ga. Case No. 13-40326
     Chapter 11 Petition filed February 22, 2013
         See http://bankrupt.com/misc/gasb13-40326.pdf
         represented by: Jon A. Levis, Esq.
                         Merrill & Stone, LLC
                       E-mail: bkymail@merrillstonehamilton.com

In re Todd Volker
   Bankr. D. Kans. Case No. 13-20370
      Chapter 11 Petition filed February 22, 2013

In re Gregory Drennan
   Bankr. D. Md. Case No. 13-12990
      Chapter 11 Petition filed February 22, 2013

In re Julie Drennan
   Bankr. D. Md. Case No. 13-12990
      Chapter 11 Petition filed February 22, 2013

In re Heather Berkebile
   Bankr. E.D. Mich. Case No. 13-43260
      Chapter 11 Petition filed February 22, 2013

In re Robert Berkebile
   Bankr. E.D. Mich. Case No. 13-43260
      Chapter 11 Petition filed February 22, 2013

In re Ronald Johnston
   Bankr. E.D. Mich. Case No. 13-43290
      Chapter 11 Petition filed February 22, 2013

In re Rosemarie Johnston
   Bankr. E.D. Mich. Case No. 13-43290
      Chapter 11 Petition filed February 22, 2013

In re Jerome Biondi
   Bankr. D.N.J. Case No. 13-13535
      Chapter 11 Petition filed February 22, 2013

In re Jesus Jusino
   Bankr. D.N.J. Case No. 13-13601
      Chapter 11 Petition filed February 22, 2013

In re Michael Lisa
   Bankr. D.N.J. Case No. 13-13527
      Chapter 11 Petition filed February 22, 2013

In re PJ Hanley's Corp.
   Bankr. S.D.N.Y. Case No. 13-10520
     Chapter 11 Petition filed February 22, 2013
         See http://bankrupt.com/misc/nysb13-10520.pdf
         Filed pro se

In re Black Bear Lodging, LLC
   Bankr. E.D. Tenn. Case No. 13-30620
     Chapter 11 Petition filed February 22, 2013
         See http://bankrupt.com/misc/tneb13-30620p.pdf
         See http://bankrupt.com/misc/tneb13-30620c.pdf
         represented by: Catherine B. Sandifer, Esq.
                         Sandifer & Huddleston, PLLC
                         E-mail: csandiferbk@comcast.net

In re Curtis J. Brimley, D.M.D., M.B.A., P.C.
        dba Copper Creek Endodonics
   Bankr. D. Utah Case No. 13-21598
     Chapter 11 Petition filed February 22, 2013
         See http://bankrupt.com/misc/utb13-21598.pdf
         represented by: Eric C. Singleton, Esq.
                         The Alta Law Group, PLLC
                         E-mail: eric@thealtalawgroup.com

In re James Bukovac
   Bankr. E.D. Va. Case No. 13-70622
      Chapter 11 Petition filed February 22, 2013

In re Child Care Consortium, LLC
   Bankr. S.D. Ohio Case No. 13-51244
     Chapter 11 Petition filed February 23, 2013
         See http://bankrupt.com/misc/ohsb13-51244.pdf
         represented by: Tim Pirtle, Esq.
                         E-mail: timpirtle@aol.com

In re P. Savage
   Bankr. E.D. Wis. Case No. 13-22009
      Chapter 11 Petition filed February 23, 2013

In re Joanne Jeffries
   Bankr. C.D. Cal. Case No. 13-11652
      Chapter 11 Petition filed February 24, 2013

In re Kristjan Kristjansson
   Bankr. C.D. Cal. Case No. 13-11237
      Chapter 11 Petition filed February 24, 2013

In re Michael Sylvester
   Bankr. N.D. Ill. Case No. 13-06990
      Chapter 11 Petition filed February 24, 2013



                            *********

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., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, 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 2013.  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 $975 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 Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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