TCR_Public/130316.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Saturday, March 16, 2013, Vol. 17, No. 74

                            Headlines

AFA FOODS: Has $129.19 Million Stockholders' Deficit at Jan. 27
AHERN RENTALS: Reports $29.43 Million Net Loss in December
ALLEN FAMILY: Reports $3.38 Million Cash at Dec. 29
BLITZ USA: Ends January With $1.46 Million Cash
BLOCKBUSTER INC: Reports $400,000 Net Loss for June

BLOCKBUSTER INC: Had $1.12 Million Cash at July 30
BLOCKBUSTER INC: Cash Balance Decreased to $968,211 at Aug. 30
BLOCKBUSTER INC: Posts $947,720 Cash Balance at Sept. 30
BLOCKBUSTER INC: Had $930,702 Cash Balance at Oct. 31
BLOCKBUSTER INC: Cash Balance Increased to $1.6 Million at Nov. 30

BLOCKBUSTER INC: Had $1.2 Million Cash Balance at Dec. 31
CHRIST HOSPITAL: Has $91.35 Million Defict at Jan. 31
FIRST PLACE: Reports $105.97 Million Net Loss in January
GREENWOOD FORGINGS: Forecasts $21,523 Cash in Period Ending May 11
IRWIN MORTGAGE: Has $4.34 Million in Cash as of Nov. 30

IRWIN MORTGAGE: Ends December With $4.23 Million in Cash
IRWIN MORTGAGE: Cash Dips to $4.18 Million at January 31
METRO FUEL: Has $26.47 Million Stockholders' Deficit at Jan. 31
NORTEL NETWORKS: Ends December With $997.5 Million Cash
NORTHSTAR AEROSPACE: Reports $259,000 Net Loss in January

REAL MEX: Ends October 23 With Only $67,923 in Total Cash
REAL MEX: Increases Cash to $232,280 as of November 20
REAL MEX: Ends December 30 With Only $69,450 in Cash
REAL MEX: Has $75,902 in Cash as of January 27
REAL MEX: Ends February 19 With $75,902 in Cash

TERRESTAR CORP: Ends January With $441,998 in Total Cash
TRAFFIC CONTROL: Ends October With $921,473 in Total Cash
TRAFFIC CONTROL: Posts $921,000 Net Loss in November
VERTIS HOLDINGS: Reports $7.72 Million Net Loss in January

                            *********

AFA FOODS: Has $129.19 Million Stockholders' Deficit at Jan. 27
---------------------------------------------------------------
AFA Investment Inc., et al., on Feb. 28, 2013, filed its monthly
operating report for the period from Jan. 1 through 27, 2013.

The Company posted a net loss of $1.33 million for the period
ended Jan. 27, 2013.

As of Jan. 27, 2013, AFA Investment had total assets of $20.85
million, total liabilities of $150.04 million, and total
stockholders' deficit of $129.19 million.

At the beginning of the period, AFA Investment had $15.98 million
in cash.  The Company had total cash receipts of $19,292 and total
cash disbursements of $437,816.  As a result, as of Jan. 27, 2013,
AFA Investment had total cash of $15.56 million.

                          About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
The Company had five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA had seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson &
Corroon LLP serves as co-counsel.  The Committee also obtained
approval to retain J.H. Cohn LLP as its financial advisor, nunc
pro tunc to April 13, 2012.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


AHERN RENTALS: Reports $29.43 Million Net Loss in December
----------------------------------------------------------
Ahern Rentals, Inc., on March 1, 2013, filed its monthly operating
report for the month ended Dec. 31, 2012.

The Debtor reported a net loss of $29.43 million on total revenues
of $33.55 million for the month ended Dec. 31, 2012.

As of Dec. 31, 2012, the Debtor had total assets of $433.27
million, total liabilities of $666.04 million and total
stockholders' deficit of $232.77 million.

At the beginning of the month, the Debtor had $3.65 million in
cash.  Ahern Rentals had total cash receipts of $70.12 million and
total cash disbursements of $67.66 million.  As a result, at the
end of December, Ahern Rentals had total cash of $6.12 million.

                        About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  In its schedules, the Debtor disclosed $485.8 million
in assets and $649.9 million in liabilities.

Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.

Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.

Attorney for GE Capital is James E. Van Horn, Esq., at
McGuirewoods LLP.  Wells Fargo Bank is represented by Andrew M.
Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.
Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert
LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.


ALLEN FAMILY: Reports $3.38 Million Cash at Dec. 29
---------------------------------------------------
Allen Family Foods, Inc., on Jan. 29, 2013, filed its monthly
operating report for the period from Nov. 25 to Dec. 29, 2012.

The Company posted a net loss of $9,837 for the period ended Dec.
29, 2012.

As of Dec. 29, 2012, the Company had total assets of $3.6
million, total liabilities of $2.88 million, and total
stockholders' equity of $717,498.

As of Nov. 25, 2012, Allen Family had $3.41 million in cash.  The
Company had total cash disbursements of $29,745.  At the end of
the period, Allen Family had total cash of $3.38 million.

                     About Allen Family Foods

Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry
company.  Allen Family Foods and two affiliates, Allen's Hatchery
Inc. and JCR Enterprises Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11764) on June 9, 2011.
Allen estimated assets and liabilities between $50 million and
$100 million in its petition.

Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young,
Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as
counsel to the Debtors.  FTI Consulting is the financial advisor.
BMO Capital Markets is the Debtors' investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtors' cases.  Lowenstein Sandler PC and Womble Carlyle
Sandridge & Rice, PLLC, serve as counsel for the committee.  J.H.
Cohn LLP serves as the Committee's financial advisor.

The Debtors' Chapter 11 plan was confirmed by the bankruptcy judge
in December.  The Plan provided for the creation of a trustee to
liquidate the remaining assets, claims and causes of action the
Debtors and distribute the proceeds to creditors.

The Debtors sold their business in September 2011 to Korean
poultry producer Harim Co., generating $45.2 million.  A
settlement with the lender gave unsecured creditors $5 million.
The bank also agreed to waive claims, so it won't share in
distributions to unsecured creditors as a result of a shortfall in
payment of the secured claim.  Under the plan, unsecured creditors
with $32.2 million in claims were projected to make a 10%
recovery.


BLITZ USA: Ends January With $1.46 Million Cash
-----------------------------------------------
Blitz U.S.A., Inc., et al., on Feb. 19, 2013, filed its monthly
operating report for the month ended Jan. 31, 2013.

The Company reported a net loss of $980,918 on net revenue of
$5,866 for the month ended Jan. 31, 2013.

As of Jan. 31, 2013, the Company had total assets of $1.66
million, total liabilities of $41.27 million and total
stockholders' deficit of $39.6 million.

For the month of January, the Company had total cash receipts of
$5,866 and total disbursements of $998,851.  At the end of
the month, Blitz USA had total cash of $1.46 million.

                        About Blitz U.S.A.

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

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

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

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
SSG Capital Advisors LLC serves as investment banker.

Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

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

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

Blitz announced in June it would abandon its efforts to reorganize
and instead to shut down operations by the end of July.  In
September, the Troubled Company Reporter, citing Sheila Stogsdill
at Tulsa World, reported that the Bankruptcy Court approved a $9.5
million offer from Toronto, Canada-based Scepter Corporation to
purchase Blitz USA, according to Philip Monckton, Scepter's vice
president of sales and marketing.  Scepter bought land, equipment
and other assets.  Scepter supplies about 20% of the USA market
with gas cans.  The report said the sale was to become final on
Sept. 28, 2012.


BLOCKBUSTER INC: Reports $400,000 Net Loss for June
---------------------------------------------------
BB Liquidating, Inc., formerly known as Blockbuster Inc., on
Sept. 5, 2012, filed its monthly operating report for the month
ended June 30, 2012.

The Company posted a net loss of $400,000 for the month ended
June 30, 2012.

As of June 30, 2012, the Company had total assets of $1.3 million,
total liabilities of $1.31 billion and total stockholder's deficit
of $1.31 billion.

At the beginning of the month, the Company had $996,863 in
cash.  It had total cash disbursements of $1,193,120 and
$1,396,367 in refunds.  As a result, at the end of June,
Blockbuster had total cash of $1.2 million.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.  The Debtor changed its name
from Blockbuster Inc. to BB Liquidating Inc. after Dish purchased
all assets, including the trade name.


BLOCKBUSTER INC: Had $1.12 Million Cash at July 30
--------------------------------------------------
BB Liquidating, Inc., formerly known as Blockbuster Inc., on Sept.
21, 2012, filed its monthly operating report for the month ended
July 31, 2012.

As of June 30, 2012, the Company had a cash balance of $1,200,110.
Its cash disbursements for July reached $74,086, leaving a cash
balance of $1,126,024 at July 30, 2012.

For the month of July, the Company made $150,000 in payments to
insider Bruce Lewis, and $706 for professional fees.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.  The Debtor changed its name
from Blockbuster Inc. to BB Liquidating Inc. after Dish purchased
all assets, including the trade name.


BLOCKBUSTER INC: Cash Balance Decreased to $968,211 at Aug. 30
--------------------------------------------------------------
BB Liquidating, Inc., formerly known as Blockbuster Inc., on
October 5, 2012, filed its monthly operating report for the month
ended August 30, 2012.

As of July 31, 2012, the Company had a cash balance of $1,126,024.
Its cash disbursements for August reached $190,048, leaving a cash
balance of $968,211 at August 30, 2012.

For the month of August, the Company also made $150,000 in
payments to insider Bruce Lewis but did not expend amounts for
professional fees.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.  The Debtor changed its name
from Blockbuster Inc. to BB Liquidating Inc. after Dish purchased
all assets, including the trade name.


BLOCKBUSTER INC: Posts $947,720 Cash Balance at Sept. 30
--------------------------------------------------------
BB Liquidating, Inc., formerly known as Blockbuster Inc., on
November 28, 2012, filed its monthly operating report for the
month ended September 30, 2012.

As of August 31, 2012, the Company had a cash balance of $968,211.
Its cash disbursements for October reached $34,474, leaving a cash
balance of $947,720 at September 30, 2012.

For the month of September, the Company also made $150,000 in
payments to insider Bruce Lewis but did not expend amounts for
professional fees.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.  The Debtor changed its name
from Blockbuster Inc. to BB Liquidating Inc. after Dish purchased
all assets, including the trade name.


BLOCKBUSTER INC: Had $930,702 Cash Balance at Oct. 31
-----------------------------------------------------
BB Liquidating, Inc., formerly known as Blockbuster Inc., on
January 25, 2012, filed its monthly operating report for the month
ended October 31, 2012.

As of September 30, 2012, the Company had a cash balance of
$947,720.  Its cash disbursements for October reached $24,951,
leaving a cash balance of $930,702 at Oct. 31, 2012.

For the month of October, the Company also made $150,000 in
payments to insider Bruce Lewis but did not expend amounts for
professional fees.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.  The Debtor changed its name
from Blockbuster Inc. to BB Liquidating Inc. after Dish purchased
all assets, including the trade name.


BLOCKBUSTER INC: Cash Balance Increased to $1.6 Million at Nov. 30
------------------------------------------------------------------
BB Liquidating, Inc., formerly known as Blockbuster Inc., on
January 25, 2012, filed its monthly operating report for the month
ended November 30, 2012.

As of October 31, 2012, the Company had a cash balance of
$930,702.  Its cash disbursements for November reached $35,495,
leaving a cash balance of $1,645,764 at Nov. 30, 2012.

For the month of November, the Company also made $150,000 in
payments to insider Bruce Lewis but did not expend amounts for
professional fees.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.  The Debtor changed its name
from Blockbuster Inc. to BB Liquidating Inc. after Dish purchased
all assets, including the trade name.


BLOCKBUSTER INC: Had $1.2 Million Cash Balance at Dec. 31
---------------------------------------------------------
BB Liquidating, Inc., formerly known as Blockbuster Inc., on
January 31, 2012, filed its monthly operating report for the month
ended December 31, 2012.

As of November 30, 2012, the Company had a cash balance of $1.64
million.  Its cash disbursements for December reached $462,192,
leaving a cash balance of $1,204,189 at Dec. 31, 2012.

For the month of December, the Company also made $150,000 in
payments to insider Bruce Lewis, and paid $444,122 in professional
fees.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.  The Debtor changed its name
from Blockbuster Inc. to BB Liquidating Inc. after Dish purchased
all assets, including the trade name.


CHRIST HOSPITAL: Has $91.35 Million Defict at Jan. 31
-----------------------------------------------------
Christ Hospital, on Feb. 21, 2013, filed its monthly operating
report for the month ended Jan. 31, 2013.

The Debtor posted a net loss of $225,000 for the month ended
Jan. 31, 2013.

As of Jan. 31, 2013, Christ Hospital had total assets of $9.35
million, total liabilities of $100.71 million, and total
stockholders' deficit of $91.35 million.

At the beginning of January, Christ Hospital had a beginning
estate cash balance of $9.75 million.  For the current month, the
Debtor had total cash disbursements of $512,476.  At the end of
January, Christ Hospital had an ending estate cash balance of
$9.35 million.

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County.  The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer.  Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel.  Alvarez & Marsal North America LLC serves as financial
advisor.  Logan & Company Inc. serves as the Debtor's claim and
noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., at Mitnick &
Malzberg P.C.

Attorneys at Sills, Cummis & Gross, P.C., represent the Official
Committee of Unsecured Creditors.


FIRST PLACE: Reports $105.97 Million Net Loss in January
--------------------------------------------------------
First Place Financial Corporation, on Feb. 26, 2013, filed its
monthly operating report for the month of January.

The Company posted a net loss of $105.97 million for the month
ended Jan. 31, 2013.

As of Jan. 31, 2013, the Company had total assets of $616,535,
total liabilities of $3.57 million and total stockholders' deficit
of $2.95 million.

                        About First Place

First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio.  The First Place bank
subsidiary isn't in bankruptcy.

First Place filed a Chapter 11 petition (Bankr. D. Del. Case No.
12-12961) in Delaware on Oct. 28, 2012, to sell its bank unit to
Talmer Bancorp, Inc., absent higher and better offers.

The Debtor declared $175 million in total assets and $65.6 million
in total liabilities as of Oct. 26, 2012.

The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel, and FTI Consulting, Inc., as financial advisor.
Donlin, Recano & Company, Inc. -- http://www.donlinrecano.com/--
is the claims and notice agent.

The Official Committee of Trust Preferred Securities tapped to
retain Kirkland & Ellis as counsel; Klehr Harrison Harvey
Branzburg as co-counsel; Holdco Advisors as financial advisor; and
Rothschild as investment banker and financial advisor.


GREENWOOD FORGINGS: Forecasts $21,523 Cash in Period Ending May 11
------------------------------------------------------------------
Greenwood Forgings, LLC, on Feb. 14, 2013, filed its initial
monthly operating report for the period from Feb. 16 through
May 11, 2013.

As of Feb. 16, 2013, the Debtor had $133,886 in cash.  The
Debtor is forecasting total cash of $21,523 at the end of the
period.

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and $1
million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


IRWIN MORTGAGE: Has $4.34 Million in Cash as of Nov. 30
-------------------------------------------------------
Irwin Mortgage Corporation, on Dec. 20, 2012, filed its monthly
operating report for the month ended Nov. 30, 2012.

As of Nov. 1, 2012, the Company had $4.6 million in cash.  The
Company had total cash receipts of $4,052 and total cash
disbursements of $171,817.  As a result, as of Nov. 30, 2012,
Irwin Mortgage had total cash of $4.34 million.

                       About Irwin Mortgage

For a number of years, Irwin Mortgage Corporation, based in
Dublin, Ohio, originated, purchased, sold and serviced
conventional and government agency backed residential mortgage
loans throughout the United States.  However, in 2006 and
continuing into early 2007, IMC sold substantially all of its
assets, including its mortgage origination business, its mortgage
servicing business, and its mortgage servicing rights portfolio,
to a number of third party purchasers.  As a result of those
sales, IMC terminated its operations and has been winding down
since 2006.

Irwin Mortgage filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio
Case No. 11-57191) on July 8, 2011.  Judge Charles M. Caldwell
presides over the case.  In its petition, the Debtor estimated
assets of $10 million to $50 million, and debts of $50 million to
$100 million.  The petition was signed by Fred C. Caruso,
president.

Nick V. Cavalieri, Esq., Matthew T. Schaeffer, Esq., and Robert B.
Berner, Esq., at Bailey Cavalieri LLC, serve as the Debtor's
counsel.  Fred C. Caruso and Development Specialists Inc. provide
wind-down management services to the Debtor.


IRWIN MORTGAGE: Ends December With $4.23 Million in Cash
--------------------------------------------------------
Irwin Mortgage Corporation, on Jan. 22, 2013, filed its monthly
operating report for the month ended Dec. 31, 2012.

At the beginning of the month, the Debtor had $4.34 million in
cash.  The Debtor had total cash receipts of $53,451 and total
cash disbursements of $257,734.  As a result, at the end of
December, Irwin Mortgage had total cash of $4.23 million.

                       About Irwin Mortgage

For a number of years, Irwin Mortgage Corporation, based in
Dublin, Ohio, originated, purchased, sold and serviced
conventional and government agency backed residential mortgage
loans throughout the United States.  However, in 2006 and
continuing into early 2007, IMC sold substantially all of its
assets, including its mortgage origination business, its mortgage
servicing business, and its mortgage servicing rights portfolio,
to a number of third party purchasers.  As a result of those
sales, IMC terminated its operations and has been winding down
since 2006.

Irwin Mortgage filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio
Case No. 11-57191) on July 8, 2011.  Judge Charles M. Caldwell
presides over the case.  In its petition, the Debtor estimated
assets of $10 million to $50 million, and debts of $50 million to
$100 million.  The petition was signed by Fred C. Caruso,
president.

Nick V. Cavalieri, Esq., Matthew T. Schaeffer, Esq., and Robert B.
Berner, Esq., at Bailey Cavalieri LLC, serve as the Debtor's
counsel.  Fred C. Caruso and Development Specialists Inc. provide
wind-down management services to the Debtor.



IRWIN MORTGAGE: Cash Dips to $4.18 Million at January 31
--------------------------------------------------------
Irwin Mortgage Corporation, on Feb. 20, 2013, filed its monthly
operating report for the month ended Jan. 31, 2013.

At the beginning of January, the Company had $4.23 million in
cash.  The Company had total cash receipts of $2,976 and total
cash disbursements of $52,262.  As a result, at the end of the
month, Irwin Mortgage had total cash of $4.18 million.

                       About Irwin Mortgage

For a number of years, Irwin Mortgage Corporation, based in
Dublin, Ohio, originated, purchased, sold and serviced
conventional and government agency backed residential mortgage
loans throughout the United States.  However, in 2006 and
continuing into early 2007, IMC sold substantially all of its
assets, including its mortgage origination business, its mortgage
servicing business, and its mortgage servicing rights portfolio,
to a number of third party purchasers.  As a result of those
sales, IMC terminated its operations and has been winding down
since 2006.

Irwin Mortgage filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio
Case No. 11-57191) on July 8, 2011.  Judge Charles M. Caldwell
presides over the case.  In its petition, the Debtor estimated
assets of $10 million to $50 million, and debts of $50 million to
$100 million.  The petition was signed by Fred C. Caruso,
president.

Nick V. Cavalieri, Esq., Matthew T. Schaeffer, Esq., and Robert B.
Berner, Esq., at Bailey Cavalieri LLC, serve as the Debtor's
counsel.  Fred C. Caruso and Development Specialists Inc. provide
wind-down management services to the Debtor.


METRO FUEL: Has $26.47 Million Stockholders' Deficit at Jan. 31
---------------------------------------------------------------
Metro Fuel Oil Corp., et al., on Feb. 20, 2013, filed its monthly
operating report for the month ended Jan. 31, 2013.

The Company posted a net loss of $1.22 million on net sales of
$16.39 million for the month ended Jan. 31, 2013.

As of Jan. 31, 2013, the Company had total assets of $72.33
million, total liabilities of $101.79 million and total
stockholder's deficit of $26.47 million.

At the beginning of January, Metro Fuel had $2.16 million in
cash.  The Company had total cash receipts of $17.69 million and
total cash disbursements of $18.5 million.  As a result, at the
end of the end of the month, the Company had total cash of $1.35
million.

                         About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012.  Judge Elizabeth S. Stong presides
over the case.  Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor.  The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent.  Th Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and appoint
David Johnston as their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.

On Feb. 15, 2015, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., and its assignees and designees for
the Base Purchase Price of $27,000,000, as adjusted prior to the
Closing, and as further adjusted by the payments contemplated by
Section 2.7(d) of the APA.


NORTEL NETWORKS: Ends December With $997.5 Million Cash
-------------------------------------------------------
Nortel Networks Inc. et al., on Feb. 11, 2013, filed its monthly
operating report for the month ended Dec. 31, 2012.

As of Dec. 31, 2012, the Company had total assets of $1.3 billion,
total liabilities of $5.62 billion and total stockholders' deficit
of $4.32 billion.

At the beginning of the month, the Company had $997.8 million in
cash.  Nortel Networks had total cash receipts of $16 million and
total cash disbursements of $16.3 million.  As a result, at the
end of December, the Company had total cash of $997.5 million.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


NORTHSTAR AEROSPACE: Reports $259,000 Net Loss in January
---------------------------------------------------------
Northstar Aerospace (USA) Inc., now known as NSA (USA) Liquidating
Corp., et al., on Feb. 19, 2013, filed its monthly operating
report for the month ended Jan. 31, 2013.

The Debtor posted a net loss of $259,000 for the month ended
Jan. 31, 2013.

As of Jan. 31, 2013, Northstar Aerospace had total assets of
$103.1 million, total liabilities of $87.15 million and total
stockholders' equity of $15.94 million.

At the beginning of January, Northstar Aerospace had $1.49 million
in cash.  The Debtor had total operating receipts of $44,000 and
total disbursements of $101,000, and also paid restructuring costs
of $184,000.  As a result, Northstar Aerospace had total cash of
$1.05 million at the end of the month.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

The names of the Debtors were changed as contemplated by the
approved sale transaction.

Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel
to the Debtors.  The Debtors have obtained approval to hire Logan
& Co. Inc. as the claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.  About 60%
of the assets and business are with the U.S. Debtors.


REAL MEX: Ends October 23 With Only $67,923 in Total Cash
---------------------------------------------------------
Real Mex Restaurants, Inc., and its affiliates, on Feb. 19, 2013,
filed its monthly operating report for the fiscal month ended
Oct. 23, 2012.

As of Sept. 25, 2012, the Debtor had a total book balance of
$199,358 in cash.  The Debtor had total cash receipts of $169,582
and total cash disbursements of $5,190.  As a result, as of
Oct. 23, 2012, Real Mex had total cash of $67,923.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

The Court has approved that certain asset purchase agreement
between the Debtors and RlvI Opco LLC dated as of Feb. 10, 2012,
for the sale of substantially all of the Debtors' assets.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors tapped Kelley Drye &
Warren LLP as its counsel; Cole, Schotz, Meisel, Forman & Leonard
P.A. as its co-counsel, and Duff & Phelps Securities, LLC as its
financial advisor.

Early this year, the Bankruptcy Court authorized Real Mex to sell
substantially all of their assets to RM Opco, LLC, an entity
formed by a group of its bondholders.  Pursuant to the Jan. 27,
2012 purchase agreement, the purchaser made a written offer to
acquire the assets in exchange for (i) an $80,000 credit bid, (ii)
$53,569,000 in cash, and (iii) the assumption of the assumed
liabilities.


REAL MEX: Increases Cash to $232,280 as of November 20
------------------------------------------------------
Real Mex Restaurants, Inc., and its affiliates, on Feb. 19, 2013,
filed its monthly operating report for the fiscal month ended
Nov. 20, 2012.

As of Oct. 23, 2012, the Company had a total book balance of
$67,923 in cash.  The Company had total cash disbursements of
$4,357.  As a result, as of Nov. 20, 2012, Real Mex had total cash
of $232,280.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

The Court has approved that certain asset purchase agreement
between the Debtors and RlvI Opco LLC dated as of Feb. 10, 2012,
for the sale of substantially all of the Debtors' assets.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors tapped Kelley Drye &
Warren LLP as its counsel; Cole, Schotz, Meisel, Forman & Leonard
P.A. as its co-counsel, and Duff & Phelps Securities, LLC as its
financial advisor.

Early this year, the Bankruptcy Court authorized Real Mex to sell
substantially all of their assets to RM Opco, LLC, an entity
formed by a group of its bondholders.  Pursuant to the Jan. 27,
2012 purchase agreement, the purchaser made a written offer to
acquire the assets in exchange for (i) an $80,000 credit bid, (ii)
$53,569,000 in cash, and (iii) the assumption of the assumed
liabilities.


REAL MEX: Ends December 30 With Only $69,450 in Cash
----------------------------------------------------
Real Mex Restaurants, Inc., and its affiliates, on Feb. 19, 2013,
filed its monthly operating report for the fiscal month ended
Dec. 30, 2012.

As of Nov. 20, 2012, the Company had a total book balance of
$232,280 in cash.  The Company had total cash receipts of $20,062
and total cash disbursements of $144,648.  As a result, as of Dec.
30, 2012, Real Mex had total cash of $69,450.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

The Court has approved that certain asset purchase agreement
between the Debtors and RlvI Opco LLC dated as of Feb. 10, 2012,
for the sale of substantially all of the Debtors' assets.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors tapped Kelley Drye &
Warren LLP as its counsel; Cole, Schotz, Meisel, Forman & Leonard
P.A. as its co-counsel, and Duff & Phelps Securities, LLC as its
financial advisor.

Early this year, the Bankruptcy Court authorized Real Mex to sell
substantially all of their assets to RM Opco, LLC, an entity
formed by a group of its bondholders.  Pursuant to the Jan. 27,
2012 purchase agreement, the purchaser made a written offer to
acquire the assets in exchange for (i) an $80,000 credit bid, (ii)
$53,569,000 in cash, and (iii) the assumption of the assumed
liabilities.


REAL MEX: Has $75,902 in Cash as of January 27
----------------------------------------------
Real Mex Restaurants, Inc., and its affiliates, on Feb. 19, 2013,
filed its monthly operating report for the fiscal month ended
Jan. 27, 2013.

As of Jan. 27, 2013, the Debtor had a total book balance of
$69,450 in cash.  The Debtor had total cash disbursements of
$6,451.  As a result, as of Jan. 27, 2013, Real Mex had total cash
of $75,902.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

The Court has approved that certain asset purchase agreement
between the Debtors and RlvI Opco LLC dated as of Feb. 10, 2012,
for the sale of substantially all of the Debtors' assets.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors tapped Kelley Drye &
Warren LLP as its counsel; Cole, Schotz, Meisel, Forman & Leonard
P.A. as its co-counsel, and Duff & Phelps Securities, LLC as its
financial advisor.

Early this year, the Bankruptcy Court authorized Real Mex to sell
substantially all of their assets to RM Opco, LLC, an entity
formed by a group of its bondholders.  Pursuant to the Jan. 27,
2012 purchase agreement, the purchaser made a written offer to
acquire the assets in exchange for (i) an $80,000 credit bid, (ii)
$53,569,000 in cash, and (iii) the assumption of the assumed
liabilities.


REAL MEX: Ends February 19 With $75,902 in Cash
-----------------------------------------------
Real Mex Restaurants, Inc., and its affiliates, on Feb. 19, 2013,
filed its monthly operating report for the period ended Feb. 19,
2013.

As of Feb. 19, 2013, the Debtor had total cash of $75,902.

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

The Court has approved that certain asset purchase agreement
between the Debtors and RlvI Opco LLC dated as of Feb. 10, 2012,
for the sale of substantially all of the Debtors' assets.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors tapped Kelley Drye &
Warren LLP as its counsel; Cole, Schotz, Meisel, Forman & Leonard
P.A. as its co-counsel, and Duff & Phelps Securities, LLC as its
financial advisor.

Early this year, the Bankruptcy Court authorized Real Mex to sell
substantially all of their assets to RM Opco, LLC, an entity
formed by a group of its bondholders.  Pursuant to the Jan. 27,
2012 purchase agreement, the purchaser made a written offer to
acquire the assets in exchange for (i) an $80,000 credit bid, (ii)
$53,569,000 in cash, and (iii) the assumption of the assumed
liabilities.


TERRESTAR CORP: Ends January With $441,998 in Total Cash
--------------------------------------------------------
TerreStar Corporation, et al., on Feb. 20, 2013, filed its monthly
operating report for the month ended Jan. 31, 2013.

The Debtor reported a net loss of $2.23 million on revenues of
$40,680 for the month ended Jan. 31, 2013.

As of Jan. 31, 2013, the Debtor had total assets of $632.63
million, total liabilities of $549.41 million and total
stockholders' equity of $83.22 million.

At the beginning of the month, the Debtor had $787,485 million in
cash.  TerreStar Corp. had total cash disbursements of $345,487.
At the end of January, the Debtor had total cash of $441,998.

                        About TerreStar Corp.

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010. The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors. TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL). The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission. TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones. The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue. TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500 million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent. Blackstone
Advisory Partners LP is the financial advisor. The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases. FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar Networks sold its business to Dish Network Corp. for
$1.38 billion. It canceled a June 2011 auction because there were
no competing bids submitted by the deadline.

TerreStar Networks previously filed a reorganization plan that
called for secured noteholders to swap more than $850 million in
debt for nearly all the equity in reorganized TerreStar. Junior
creditors, however, would see little recovery under that plan
while existing equity holders would be wiped out. TerreStar
Networks scrapped that plan in 2011 in favor of the auction.

In November 2011, TerreStar Networks filed a liquidating
Chapter 11 plan after striking a settlement with creditors. The
creditors' committee initiated lawsuits in July to enhance the
recovery by unsecured creditors.

Judge Lane approved on Feb. 14, 2012, TerreStar Networks Inc.'s
Chapter 11 plan to divvy up the proceeds from the sale to Dish
Network.


TRAFFIC CONTROL: Ends October With $921,473 in Total Cash
---------------------------------------------------------
Traffic Control & Safety Corporation, et al., on Nov. 14, 2012,
filed its monthly operating report for the month ended Oct. 31,
2012.

The Debtor reported a net loss of $10,001 for the month ended
Oct. 31, 2012.

As of Oct. 31, 2012, the Debtor had total assets of $921,473,
all of it cash in a savings/checking account, $nil in total
liabilities, resulting in a stockholders' equity of $921,473.

At the beginning of the month, the Debtor had $931,475 in cash.
Traffic Control had total cash disbursements of $10,001.  At the
end of October, the Debtor had total cash of $921,473.

                     About Traffic Control

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.  Toomey Industries, Inc.
disclosed $10,322,077 in assets and $67,844,144 in liabilities as
of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.

The Debtors have won authority to (i) use cash collateral in which
the First Lien Lender has an interest, and (ii) obtain
postpetition financing from Fifth Street Finance Corp. and other
entities in the maximum amount of $12,775,000.

The Debtors have canceled an auction with only their biggest
lender bidding for the assets.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five unsecured creditors to the Official Committee of Unsecured
Creditors.  The Committee tapped Potter Anderson & Corroon LLP as
its counsel and GlassRatner Advisory & Capital Group LLP as its
financial advisor.


TRAFFIC CONTROL: Posts $921,000 Net Loss in November
----------------------------------------------------
Traffic Control & Safety Corporation, et al., on Dec. 7, 2012,
filed its monthly operating report for the month ended Nov. 30,
2012.

The Company posted a net loss of $921,000 for the month ended
Nov. 30, 2012.

As of Nov. 30, 2012, the Company had total assets of $473, all of
it cash in a savings/checking account, $nil in total liabilities,
resulting in a stockholders' equity of $473.

At the beginning of November, Traffic Control had $921,473 in
cash.  The Company had total cash receipts of $700,000 and total
cash disbursements of $1.62 million.  At the end of the month,
Traffic Control had total cash of $473.

                     About Traffic Control

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.  Toomey Industries, Inc.
disclosed $10,322,077 in assets and $67,844,144 in liabilities as
of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.

The Debtors have won authority to (i) use cash collateral in which
the First Lien Lender has an interest, and (ii) obtain
postpetition financing from Fifth Street Finance Corp. and other
entities in the maximum amount of $12,775,000.

The Debtors have canceled an auction with only their biggest
lender bidding for the assets.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five unsecured creditors to the Official Committee of Unsecured
Creditors.  The Committee tapped Potter Anderson & Corroon LLP as
its counsel and GlassRatner Advisory & Capital Group LLP as its
financial advisor.


VERTIS HOLDINGS: Reports $7.72 Million Net Loss in January
----------------------------------------------------------
Vertis Holdings, Inc., et al., on Feb. 28, 2013, filed its monthly
operating report for the period ended Jan. 15, 2013.

The Company reported a net loss of $7.72 million on net sales of
$38.08 million for the period ended Jan. 15, 2013.

As of Jan. 15, 2013, Vertis Holdings had total assets of $827.08
million, total liabilities of $851.09 million, and total
stockholders' deficit of $24 million.

At the beginning of the period, Vertis Holdings had $2.33 million
in cash.  The Company had total cash receipts of $108.17 million
and total cash disbursements of $100.86 million.  As a result, as
of Jan. 15, 2013, the Company had total cash of $9.64 million.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.


                            *********

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
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liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

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available at your local bookstore or through Amazon.com.  Go to
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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
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