TCR_Public/130409.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, April 9, 2013, Vol. 17, No. 97

                            Headlines

1250 OCEANSIDE PARTNERS: Sec. 341(a) Creditors' Meeting on May 2
1250 OCEANSIDE: Gets Interim OK to Use DIP Loans, Creditor Objects
38 STUDIOS: Aware of Financial Woes Before Moving to R.I.
4LICENSING CORP: Reports $9.5 Million Net Income in 2012
641 WEST: Case Summary & Unsecured Creditor

8230 GROGAN'S: Voluntary Chapter 11 Case Summary
845 N. SAN VICENTE: Involuntary Chapter 11 Case Summary
ALLIED IRISH: Incurs EUR3.6 Billion Net Loss in 2012
AMBAC FIN'L: Gets IRS Nod to Consummate Ch. 11 Plan by June 12
AMBAC FIN'L: Congress Committee Completes Review on IRS Deal

AMBAC FIN'L: Reminds Investors of Stock Cancellation Upon Exit
AMBAC FIN'L: Asks Judge to Ban Lemonides From New Board
ADAMS PRODUCE: Files Amended List of Largest Unsecured Creditors
AEROGROW INTERNATIONAL: MacGregor Clarke Quits as CFO & Director
AMERICAN AIRLINES: Seeks More Time to Decide on 10 Contracts

AMERICAN PETROLEUM: Moody's Raises Corp. Family Rating to 'B2'
AMPAL-AMERICAN: Class A Stock Remains Listed on NASDAQ
ANTIOCH CO: McDermott Wins Partial Summary Judgment in Trust Suit
ATLANTIC & PACIFIC: FELRA Loses Appeal From Plan Confirmation
ATP OIL: Gets OK to Hire Motley Rice and Fayard as Special Counsel

AVON PRODUCTS: Fitch Says Refinancing Provides Flexibility
BEAZER HOMES: Inks $150-Mil. Land Banking Deal with Blackstone
BEDFORD ANODIZING: Voluntary Chapter 11 Case Summary
BERWIND REALTY: Court Confirms Plan of Reorganization
BEST UNION: Bank of China Objects to Plan Disclosures

BIOLITEC INC: AngioDynamics Convinces Judge to Appoint Trustee
BIOZONE PHARMACEUTICALS: Obtains $1.5MM Financing From Midland
BLITZ USA: Insurers Propose Liquidating Plan
BONDS.COM GROUP: Incurs $6.9 Million Net Loss in 2012
BONTEN MEDIA: Improved Performance Cues Moody's to Up CFR to Caa1

BUTLER ANIMAL: S&P Withdraws 'BB' Corporate Credit Rating
CAESARS ENTERTAINMENT: Fully Satisfies Escrow Conditions
CAESARS ENTERTAINMENT: Moody's Lowers Corp. Family Rating to Caa2
CANADIAN ENERGY: S&P Assigns 'B' CCR & Rates C$200MM Notes 'B'
CAPITOL BANCORP: Allowed to Infuse Capital to Bank Subsidiary

CAPITOL BANCORP: Incurs $1.6 Million Net Loss in Fourth Quarter
CELL THERAPEUTICS: Final Derivative Settlement Hearing on May 31
CELL THERAPEUTICS: Secures $15 Million Loan Financing Agreement
CENTRAL EUROPEAN: Asks US Court to Hold Plan Confirmation Mid-May
CENTRAL EUROPEAN: Seeks Approval for EY Poland as Auditors

CENTRAL EUROPEAN: Proposes to Assume RTL Investment Agreement
CENTRAL EUROPEAN: Proposes GCG as Claims Agent
CENTRAL EUROPEAN: Case Summary & 30 Largest Unsecured Creditors
CENTRAL VALLEY: Case Summary & 20 Largest Unsecured Creditors
CIRCLE ENTERTAINMENT: Incurs $13.8 Million Net Loss in 2012

CIRCLE STAR: D'Arelli Replaces Hein & Associates as Accountants
CHINA TELETECH: Jane Yu Replaces Andrew Kwok as CFO
CIRTRAN CORP: Had $2.9 Billion Shares Outstanding at March 15
COMMUNITY FINANCIAL: Gets $483,000 Proceeds From Rights Offering
CONTRACTOR TECHNOLOGY: Texas Court Upholds Ruling on P&H's Fees

CONVERGEONE HOLDINGS: S&P Gives 'B' CCR & Rates $210MM Debt 'B'
CONVERGYS CORP: Fitch Affirms & Withdraws 'BB+' Debentures Rating
CORRECTIONS CORP.: S&P Affirms 'BB+' Corporate Credit Rating
COSO GEOTHERMAL: Fitch Affirms 'CC' Rating on $629MM Certificates
CROSSOVER FINANCIAL: Proposes Plan Hinged on Sale of Real Property

CUI GLOBAL: Amends 7 Million Common Shares Prospectus
DAVIS TRAILER: Case Summary & 20 Largest Unsecured Creditors
DAYTOP VILLAGE: Disclosures Okayed, Plan Hearing on April 25
DEEP DOWN: Incurs $2.4 Million Net Loss in 2012
DEX ONE: Prepares Three-Month Cash Flow Projection Thru June 7

DIGITAL REALTY: Fitch Rates $225MM Preferred Stock 'BB+'
DL LOGISTICS: Case Summary & 3 Largest Unsecured Creditors
DOVER REAL ESTATE: Voluntary Chapter 11 Case Summary
DTF CORPORATION: Hearing on Creditor's Plan Disclosures on May 16
DYNASIL CORP: Fails to Comply with $1 Apiece Min. Bid Price Rule

EASTMAN KODAK: Seeks Approval to Extend Term of Carestream Deal
EASTON STARCH: Case Summary & 4 Unsecured Creditors
EGPI FIRECREEK: Stockholders Appoint Four Directors
EISON GROUP: Case Summary & Creditors' Lists
ELBIT VISION: Annual General Meeting Scheduled for April 29

ELECTRONICS EXPO: April 11 Meeting to Form Creditors' Panel
EMDEON INC: S&P Assigns 'BB-' Rating to $1.4-Bil. Facilities
EMISPHERE TECHNOLOGIES: Incurs $1.9 Million Net Loss in 2012
FAITH BY HEARING: Voluntary Chapter 11 Case Summary
FIRST NATIONAL: Incurs $13.7 Million Net Loss in 2012

FISKER AUTO: Said to File for Bankruptcy As Soon Next Week
FOAMEX INT'L: Former CEO Loses Suit Over "Forced" Resignation
FOUR OAKS: Incurs $6.9 Million Net Loss in 2012
FR 160: Amends Plan to Address Court's Concerns
FRIENDSHIP DAIRIES: AgStar Financial Objects to Plan & Disclosures

FUELSTREAM INC: RBSM Replaces Morrill & Associates as Accountants
GELTECH SOLUTIONS: Michael Reger Named Chief Operating Officer
GENESIS HEALTHCARE: Moody's Rates $293.6-Mil. Revenue Bonds 'Ba1'
GEOKINETICS HOLDINGS: S&P Withdraws 'D' Corporate Credit Rating
GEOKINETICS INC: Incurs $93.1 Million Net Loss in 2012

GEOMET INC: Incurs $149.9 Million Net Loss in 2012
GMX RESOURCES: Moody's Cuts CFR to 'Ca' Following Chap. 11 Filing
GOODRICH PETROLEUM: S&P Rates Perpetual Preferred Secs. 'CCC-'
GRANITE DELLS: Court Confirms Plan Proposed by Noteholders
GROVES IN LINCOLN: Has 7-Member Creditors Committee

GROVES IN LINCOLN: Committee Retains Bowditch & Dewey as Counsel
GUIDED THERAPEUTICS: Incurs $4.3 Million Net Loss in 2012
HAMPTON ROADS: Appoints Thomas Dix as Interim CFO
HANDY HARDWARE: Court Sets May 13 Plan Confirmation Hearing
HANESBRANDS INC: Dividend Payment No Impact on Moody's 'Ba2' CFR

HAWK CAYS: Voluntary Chapter 11 Case Summary
HECLA MINING: S&P Assigns 'B' CCR & Rates $400MM Notes 'B'
HI-WAY EQUIPMENT: Case Summary & 30 Largest Unsecured Creditors
HIGHWAY 56: Case Summary & 4 Unsecured Creditors
INFUSYSTEM HOLDINGS: Lowers Net Loss to $1.5 Million in 2012

INKSURE TECHNOLOGIES: Brightman Almagor Raises Going Concern Doubt
INNOVATIVE FOOD: Reports $2 Million Net Income in 2012
INTEGRATED FREIGHT: Board Authorizes 10 Million Preferred Shares
INTELLICELL BIOSCIENCES: Faces Three Litigations in February
INTERFAITH MEDICAL: Ombudsman May Hire DiConza Traurig as Counsel

INTERFAITH MEDICAL: Can Employ E&Y as Auditor
INTERLEUKIN GENETICS: Incurs $5.1 Million Net Loss in 2012
INTERNATIONAL COMMERCIAL: Incurs $550,000 Net Loss in 2012
INTERNATIONAL HOME: Amends Chapter 11 Plan & Disclosures
IRONSTONE GROUP: Incurs $141,000 Net Loss in 2012

IRWIN MORTGAGE: Court Confirms Plan of Liquidation
ISC8 INC: Appoints John Vong as New Chief Financial Officer
J. CREW: S&P Revises Outlook to Positive & Affirms 'B' CCR
JIROUDI FAY: Case Summary & 8 Unsecured Creditors
JVMW PROPERTIES: Case Summary & 20 Largest Unsecured Creditors

KALMEK INC.: Case Summary & 2 Unsecured Creditors
KYUNG & H LLC: Voluntary Chapter 11 Case Summary
LANTERN PARTNERS: Raises White Flag; Has Case Dismissed
LEHMAN BROTHERS: Cuts Swiss Unit's $15.4 Billion Claim
LEHMAN BROTHERS: Proposes Settlement With BofA

LEHMAN BROTHERS: Seeks to Disallow LBREP Lakeside Claims
LEHMAN BROTHERS: Has Settlement on Barclays' TBA Trade Claims
LEHMAN BROTHERS: SEC Has Varying Positions on Claims
LIBERTY MEDICAL: Projects Stable Cash Through June
LICHTIN/WADE: Plan Confirmation Hearing Continued to May 2

LIFECARE HOLDINGS: Court OKs Sale of Assets to Lenders for $320MM
LIFECARE HOLDINGS: Ombudsman Professional Hiring Approved
LIFECARE HOLDINGS: Hearing Today on Bid to Extend Exclusivity
LODGENET INTERACTIVE: Suspending Filing of Reports with SEC
LOLINA HUN: Case Summary & 7 Unsecured Creditors

LYFE COMMUNICATIONS: Delays Form 10-K for 2012 for Review
MF GLOBAL: Holdings' Chapter 11 Plan Confirmed by Judge
MIDSTATES PETROLEUM: S&P Revises Outlook to Pos. & Affirms 'B' CCR
MIDVALE LODGING: Voluntary Chapter 11 Case Summary
MOON VALLEY: Court Approves Attorney's and Accountant's Fees

MUSCLEPHARM CORP: Closes $6 Million Financing at $8.50 Apiece
NANA DEVELOPMENT: S&P Removes 'B+' CCR From Creditwatch
NG TRUCKING: Case Summary & 20 Largest Unsecured Creditors
NORD RESOURCES: Incurs $10.2 Million Net Loss in 2012
NORTEL NETWORKS: LTD Committee Taps Special Tax Counsel

NORTHERN STATES: Deregisters Common Stock with the SEC
NOTTAWASSEPEE RIVER: Voluntary Chapter 11 Case Summary
NPS PHARMACEUTICALS: Takeda Holds 8% Equity Stake at March 18
OPTIMUMBANK HOLDINGS: Amends Stock Purchase Pact with Chairman
OVERSEAS SHIPHOLDING: Inks Employment Agreement with Pres. & CEO

PHYSICAL PROPERTY: Incurs HK$514,000 Net Loss in 2012
PLAYBOY ENTERPRISES: S&P Puts 'CCC+' CCR Rating on CreditWatch
PINNACLE AIRLINES: Inks Deal to Reject BNY, MSCAA Contracts
PMI GROUP: Exclusive Plan Filing Date Extended to May 23
PMI GROUP: Allowed to Expand Scope of E&Y's Employment

PREMIER PAVING: Hearing on Disclosure Statement Moved to May 14
PREMIERE HOSPITALITY: Case Summary & 20 Largest Unsec. Creditors
PREMIERWEST BANCORP: Stockholders OK Merger with Starbuck
PROPEL SCHOOLS: S&P Assigns 'BB+' Rating to 2013 Revenue Bonds
QUANTUM FUEL: Incurs $6.6 Million Net Loss in Fourth Quarter

RENTECH NITROGEN: S&P Assigns 'B' CCR & Rates $320MM Notes 'B'
RESIDENTIAL CAPITAL: April 11 Hearing on UST Objection to Bonuses
RESIDENTIAL CAPITAL: Parties File More Briefs on FRB Review Issue
RESIDENTIAL CAPITAL: Examiner Files 4th Supplemental Work Plan
RESIDENTIAL CAPITAL: Tolling Schedule on $8.7BB RMBS Settlement

REVEL AC: Ravel Hotel Sues Over Trademark Infringement
RG STEEL: Rennert Calls Creditors' Suit "Incoherent"
RHYTHM AND HUES: Sold After Original Buyer Backs Out
SAND TECHNOLOGY: Incurs C$249,000 Net Loss in Second Quarter
SANUWAVE HEALTH: Incurs $6.4 Million Net Loss in 2012

SB PARTNERS: Delays Form 10-K for 2012 for Audit
SCHOOL BOX: Case Summary & 20 Largest Unsecured Creditors
SCHOOL SPECIALTY: Files Amended Schedule of Unsecured Claims
SEVEN COUNTIES: Mental Health Agency Files Ch. 11 in Louisville
SHERIDAN GROUP: Incurs $93,500 Net Loss in 2012

SILVERSUN TECHNOLOGIES: M. Meller Holds 51.5% of Class A Shares
SIONIX CORP: Joseph Autem Named Chief Financial Officer
SIRIUS INT'L: Fitch Affirms BB+ Rating on $250MM Preference Shares
SPINNIKEN, LLC: Case Summary & Unsecured Creditor
SPRINGLEAF FINANCE: S&P Raises Issuer Credit Rating to 'B-'

SPROUTS FARMERS: Moody's Rates New $685-Mil. Secured Debt 'B2'
STAMP FARMS: Court OKs Miedema to Appraise Irrigation Equipment
STAMP FARMS: Emerald Approved as Committee's Financial Consultant
STAMP FARMS: Committee Can Hire Robbins Salomon as Counsel
STARWOOD PROPERTY: Moody's Assigns 'Ba3' CFR; Outlook Stable

STEWARD HEALTH: Proposed $250MM Term Loan Gets Moody's 'B2' Rating
STONE CRANBERRY: Case Summary & 6 Unsecured Creditors
SUN-TIMES MEDIA: Court Dismisses Khatib Infringement Suit
SUNSTATE EQUIPMENT: S&P Puts 'B' CCR on CreditWatch Positive
SUPERMEDIA: Prepares Three-Month Cash Flow Projection Thru June 14

SUPERMEDIA: Cap on Allowed Employee Bonuses Raised to $5.5-Mil.
T3 MOTION: Obtains $750,000 Revolving Facility From Alpha & Brio
TALON INTERNATIONAL: Reports $679,000 Net Income in 2012
TECHDYNE LLC: Hearing on Bid to Dismiss or Convert Case on May 22
TELETOUCH COMMUNICATIONS: Shareholders Remove Five Directors

TELETOUCH COMMUNICATIONS: Stratford Removes 5 Current Directors
TEXAS STAR: Wins Confirmation of Chapter 11 Plan
TEXLA HOTELS: Voluntary Chapter 11 Case Summary
THQ INC: Court Approves $245,000 Plan to Retain 9 Key Employees
THQ INC: Governmental Bar Date on June 17

THQ INC: Seeks to Hire IP Counsel, Real Estate Broker
TOWER INTERNATIONAL: S&P Revises Outlook to Pos. & Affirms B+ CCR
TRANS ENERGY: Delays Form 10-K for 2012 for Audit
TRANSWEST HILTON: Lender Awarded $307MM Judgment in Guaranty Suit
TRAVELPORT HOLDINGS: Holders May Tender Their Notes Till April 10

TRIDENT MICROSYSTEMS: Suspending Filing of Reports with SEC
UNIVERSAL SOLAR: Incurs $5.6 Million Net Loss in 2012
VERTIS HOLDINGS: Can Use Morgan Stanley Cash Coll Until May 15
VERTIS HOLDINGS: Can Hire Gowlings to Wind-Down Canadian Unit
VHGI HOLDINGS: Delays Annual Report for 2012

VICTORY ENERGY: Delays Form 10-K for 2012 for Restatements
VISCOUNT SYSTEMS: Incurs C$2.7 Million Net Loss in 2012
VUZIX CORP: Has $800,000 Private Placement Financing
WESTINGHOUSE SOLAR: Incurs $8.6 Million Net Loss in 2012
WOOTON GROUP: Disclosure Statement Hearing Set for May 1

WOUND MANAGEMENT: Pays $16,000 for Delinquent Tax to IRS
ZOGENIX INC: Extends Co-Marketing Agreement with Battelle to 2014

* Fitch Says More Banks Facing Anti-Money Laundering Scrutiny
* Fitch Reports Weaker Demand in U.S. Regional Gaming

* Large Companies With Insolvent Balance Sheets

                            *********

1250 OCEANSIDE PARTNERS: Sec. 341(a) Creditors' Meeting on May 2
----------------------------------------------------------------
The U.S. Trustee will hold a meeting of creditors of 1250
Oceanside Partners and its debtor affiliates pursuant to Section
341(a) of the Bankruptcy Code on May 2, 2013, at 10:00 AM, at Hilo
State Office Building, 75 Aupuni Street, 1st Floor, Conf Rm C, in
Hilo, Hawaii.

This is the first meeting of creditors under Section 341(a) of
the Bankruptcy Code.

The meeting offers creditors a one-time opportunity to examine the
Debtors' representative under oath about the Debtors' financial
affairs and operations that would be of interest to the general
body of creditors.  Attendance by the Debtor's creditors at the
meeting is welcome, but not required.  The meeting may be
continued and concluded at a later date specified in a notice
filed with the U.S. Bankruptcy Court for the District of Hawaii.

The Debtors also notified that governmental units have until
Sept. 3, 2013, to file proofs of claim.

1250 Oceanside Partners disclosed in its schedules of assets and
liabilities these amounts:

   A. Real Property                            $30,415,928
   B. Personal Property                         14,122,577
                                              ------------
      Total                                    $44,538,505

   D. Creditors Holding Secured Claims        $665,043,253
   E. Creditors Holding Unsecured
         Priority Claims                                 0
   F. Creditors Holding Unsecured
         Nonpriority Claims                     22,482,324
                                              ------------
      Total                                   $687,525,577

Full-text copies of 1250 Oceanside's Schedules are available for
free at http://bankrupt.com/misc/1250OCEANSIDEsal0402.pdf

In other news, the Debtors received interim court authority for
the employment of Gelber, Gelber & Ingersoll as general counsel.

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine LLC, and Pacific Star Company
LLC, owners of the 1,800-acre Hokuli'a luxury real estate
development near Kona on the island of Hawaii, sought Chapter 11
protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6,
2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were part
of his development "empire", which included developments in
Hawaii, Arizona, New Mexico and Scotland.  The secured lender,
Bank of Scotland, declared a default and obtained control of the
Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront on
the Kona coast, stopped after the developers were declared in
default under the loan.  Oceanside and Front Nine own most of the
land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as "Keopuka",
near Hokuli'a.  The Hokuli'a was to have 730 residential units, an
18-hole golf course, club and other amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.


1250 OCEANSIDE: Gets Interim OK to Use DIP Loans, Creditor Objects
------------------------------------------------------------------
Judge Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii gave 1250 Oceanside Partners, Front Nine, LLC,
and Pacific Star Company, LLC, interim authority to obtain
postpetition financing from Sun Kona Finance I, LLC, as lender.

Up to $100,000 will be available to the Debtors for the interim
period, pending the final hearing on the DIP Motion, which hearing
was scheduled for April 3.

The county of Hawai'i complained that there is one mortgage in its
favor involving only one lot identified as "lot 86" owned by 1250
Oceanside that was not included in the list of creditors holding
20 largest unsecured claims.  The County also suggested that the
Debtors have described its "secured interests" as totaling only
$19,847,872 instead of $20 million as expected by the County.  In
response, the Debtors noted that they have not yet filed their
bankruptcy schedules and statements of financial affairs, but
those schedules will set forth in detail the Debtors'
understanding of the County's liens.  The Debtors assert that the
DIP Financing Motion although perhaps less than perfectly clear in
this regard was not intended to alter the priority of the County's
mortgages.

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine LLC, and Pacific Star Company
LLC, owners of the 1,800-acre Hokuli'a luxury real estate
development near Kona on the island of Hawaii, sought Chapter 11
protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6,
2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were part
of his development "empire", which included developments in
Hawaii, Arizona, New Mexico and Scotland.  The secured lender,
Bank of Scotland, declared a default and obtained control of the
Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront on
the Kona coast, stopped after the developers were declared in
default.  Oceanside and Front Nine own most of the land within the
Hokuli'a project, which is the principal development.  Pacific
Star owns land, referred to as "Keopuka", near Hokuli'a.  The
Hokuli'a was to have 730 residential units, an 18-hole golf
course, club and other amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.


38 STUDIOS: Aware of Financial Woes Before Moving to R.I.
---------------------------------------------------------
Paul Grimaldi, writing for The Providence Journal, reports that
documents recently filed in R.I. Superior Court allege the people
running videogame company 38 Studios apparently knew before moving
in Providence they didn't have enough money to finish their
ambitious initial project and relied instead on speculative
financial projections to run their studio.  According to the
report, whether the company's true financial picture or doubts
raised by some people were communicated to then-Gov. Donald
Carcieri or the R.I. Economic Development Corp. board is the
central battleground of a lawsuit filed against company founder
Curt Schilling and 13 other defendants.  Filings on April 1 by the
state's lawyer show 38 Studios needed a full $75 million from
Rhode Island, and then some, to have a chance to succeed. The
company netted $50 million from an EDC bond sale.  The lawyer, Max
Wistow, alleges the shortfall was actively masked.

38 Studios LLC, a video-game developer founded by former Boston
Red Sox pitcher Curt Schilling, filed for liquidation on June 8,
2012, without attempting to reorganize.  Although based in
Providence, Rhode Island, the company filed the Chapter 7 petition
in Delaware (Case No. 12-11743).


4LICENSING CORP: Reports $9.5 Million Net Income in 2012
--------------------------------------------------------
4Licensing Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$9.54 million on $3.32 million of total net revenues for the year
ended Dec. 31, 2012, as compared with a net loss of $17.08 million
on $8.07 million of total net revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $11.54
million in total assets, $8.12 million in total liabilities and
$3.41 million in total equity.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  "[T]he Company emerged from Chapter 11
bankruptcy proceedings on December 21, 2012.  However, the Company
has suffered recurring losses from operations, and the continuing
costs in connection with its bankruptcy cases, and potential
settlement of the remaining material unresolved claims may have
adverse impact on the Company's liquidity.  The above conditions
raise substantial doubt about the Company's ability to continue as
a going concern.

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

                        http://is.gd/d7IzyV

               Inks Employment Pact with Interim CEO

On March 21, 2013, 4Licensing and Bruce R. Foster entered into an
Employment Agreement, effective as of Dec. 21, 2012,  pertaining
to Mr. Foster's service as Interim Chief Executive Officer and
Chief Financial Officer of the Company.  Under the Employment
Agreement, Mr. Foster continues to be treated as an at-will
employee, and either Mr. Foster or the Company has the right to
terminate the employment relationship at any time for any reason,
or no reason, with or without notice, and with or without cause.

Mr. Foster is entitled to an annual base salary of $250,000 and
has been granted an option to purchase 250,000 shares of the
Company's common stock at an exercise price of $0.26 per share
under the Company's Equity Incentive Plan.  In accordance with the
Employment Agreement, Mr. Foster received a payment of $350,000 in
satisfaction of all claims and obligations under his prior
severance agreement.  If Mr. Foster's employment is terminated
without Cause (as defined in the Employment Agreement), he will be
entitled to a severance payment of $150,000, subject to his
execution of a general release of all claims, damages, rights,
remedies and liabilities against the Company, including all
payment obligations of the Company under the Employment Agreement.

The Employment Agreement also contains a covenant not to compete
which provides that Mr. Foster will not engage in competition with
the Company for a period of 12 months following the date of
termination of his employment as well as other customary covenants
concerning non-disclosure of confidential information.

                    About 4Licensing Corporation

4Licensing Corporation is a licensing company specializing in the
youth oriented market.  Through its subsidiaries, 4LC licenses
merchandising rights to popular children's television series,
properties and product concepts, builds up brands through
licensing, develops ideas and concepts for licensing and plans to
forge new license relationships in the sports licensing industry
and develop private label goods that will be sold to retail or
directly to consumers.

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

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

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

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

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

As reported by the TCR on Dec. 17, 2012, U.S. Bankruptcy
Judge Shelley C. Chapman confirmed the Debtor's Chapter 11 plan.


641 WEST: Case Summary & Unsecured Creditor
-------------------------------------------
Debtor: 641 West River Street, LLC
        P.O. Box 10027
        Savannah, GA 31412

Bankruptcy Case No.: 13-40577

Chapter 11 Petition Date: April 2, 2013

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtors' Counsel: C. James McCallar, Jr., Esq.
                  MCCALLAR LAW FIRM
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  E-mail: mccallar@mccallarlawfirm.com

Scheduled Assets: $1,100,000

Scheduled Liabilities: $679,879

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
422 Habersham Street, LLC               13-40578
  Assets: $2,500,000
  Debts: $1,328,492

The petitions were signed by Jeff Notrica, managing member.

A. 641 West River Street, LLC'ss list of its largest unsecured
creditors contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Jason Blackburn                    Maintenance              $3,200
120 Azalea Drive
Savannah, GA 31408

B. A copy of 422 Habersham Street, LLC's list of its two largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/gasb13-40578.pdf


8230 GROGAN'S: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 8230 Grogan's Ferry Road, LLC
        5700 Riley Terrace Road
        Atlanta, GA 30327

Bankruptcy Case No.: 13-57380

Chapter 11 Petition Date: April 2, 2013

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

Judge: Mary Grace Diehl

Debtor's Counsel: Edward F. Danowitz, Jr., Esq.
                  DANOWITZ & ASSOCIATES, P.C.
                  300 Galleria Parkway, NW, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 933-0960
                  E-mail: edanowitz@danowitzlegal.com

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

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

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Mohammad Pourreza, managing member.


845 N. SAN VICENTE: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: 845 N. San Vicente Blvd, LLC
                845 N. San Vicente Boulevard
                W Hollywood, CA 90069

Bankruptcy Case No.: 13-18771

Involuntary Chapter 11 Petition Date: April 3, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Peter Carroll

Petitioners' Counsel: Gail Higgins, Esq.
                      HIGGINS LAW FIRM
                      1017 N. La Cienega, #103
                      W Hollywood, CA 90069
                      Tel: (213) 999-2351

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Tom Loisch                         Loan to cover           $42,000
9034 Elevado Drive                 TOT Taxes
W Hollywood, CA 90069

John B. Dunning                    Commissions Due         $42,000
3754 Wasattch Avenue
Los Angeles, CA 90066

Christopher Williams               Loan to Company         $35,000
2431 San Marco Drive
Los Angeles, CA 90068


ALLIED IRISH: Incurs EUR3.6 Billion Net Loss in 2012
----------------------------------------------------
Allied Irish Banks filed with the U.S. Securities and Exchange
Commission its annual report on Form 6-K disclosing a loss of
EUR3.64 billion on EUR1.10 billion of net interest income for the
year ended Dec. 31, 2012, as compared with a loss of EUR2.29
million on EUR1.35 billion of net interest income in 2011.

Allied Irish's consolidated balance sheet at Dec. 31, 2012, showed
EUR122.51 billion in total assets, EUR111.27 billion in total
liabilities and EUR11.24 billion in total shareholders' equity.

David Duffy, AIB Chief Executive, said: "AIB has now largely
completed the restructuring phase of its strategic plan as the
bank targets a return to sustainable profitability and growth
during 2014.  While 2012 was another very challenging year for the
Group, a number of important steps were taken to position the bank
for recovery over the longer term. We continued to make progress
on restructuring our balance sheet and undertook a number of
strategic initiatives which will reduce the bank's cost base over
time.  Progress was also made in reorienting the organisation to
be better aligned with the needs of our customers.

"Assisting both SME and mortgage customers in difficulty will
continue to be a major priority for this year.  AIB intends to
meet or exceed the recently announced Central Bank of Ireland 2013
sustainable mortgage solution targets as part of ongoing efforts
to deal effectively and quickly with customers in difficulty."

A copy of the Annual Report is available for free at:

                        http://is.gd/8GCJrb

                      About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.


AMBAC FIN'L: Gets IRS Nod to Consummate Ch. 11 Plan by June 12
--------------------------------------------------------------
Ambac Financial Group, Inc. received consent from the United
States Department of Justice on behalf of the Internal Revenue
Service to extend the date by which a condition to the
effectiveness of Ambac's Fifth Amended Plan of Reorganization, as
confirmed on March 14, 2012, must be met.

Article IX of the Plan provides, in part, that the terms of
Ambac's settlement with the IRS shall have been approved by the
United States, among others, and that all conditions to the
effectiveness of the settlement shall have been satisfied on or
before the date that is one year from the Confirmation Date.

As this condition has not yet been met and may only be extended
with the consent of the IRS, Ambac has requested and received the
consent, which commenced March 14, 2013 and will be effective
through and including June 12, 2013.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.

Ambac's bond insurance unit, Ambac Assurance Corp., is being
restructured by state regulators in Wisconsin.  AAC is domiciled
in Wisconsin and regulated by the Office of the Commissioner of
Insurance of the State of Wisconsin.  The parent company is not
regulated by the OCI.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FIN'L: Congress Committee Completes Review on IRS Deal
------------------------------------------------------------
Ambac Financial Group, Inc. has been informed that the
Congressional Joint Committee on Taxation has completed its review
of the offer made by Ambac, the Official Committee of Unsecured
Creditors of Ambac, Ambac Assurance Corporation, the Segregated
Account of Ambac Assurance Corporation, the court-appointed
Rehabilitator of the Segregated Account and the Wisconsin Office
of the Commissioner of Insurance to the United States to resolve
and settle (i) the claims filed by the Internal Revenue Service of
the Department of Treasury of the United States against Ambac's
estate in its Chapter 11 proceeding, (ii) Ambac's related
adversary proceeding against the United States, and (iii) other
related litigation brought by the United States against or
involving Ambac Assurance and/or the Segregated Account.

Ambac has also been informed that the Joint Committee has no
objection to the Offer and will issue a response of "no adverse
criticism" subject to the satisfaction of certain conditions,
including (a) execution of closing documentation acceptable to
the United States, Ambac and the other parties to the IRS
Settlement, (b) approval of the IRS Settlement by the United
States Bankruptcy Court for the Southern District of New York
that is overseeing Ambac's Chapter 11 proceeding and (c) the
payment by Ambac of $1.9 million and the payment by Ambac
Assurance and/or the Segregated Account of $100 million to the
United States.

The satisfaction of such conditions and the receipt of a "no
adverse criticism" response from the Joint Committee with respect
to the Offer would, in turn, satisfy certain outstanding
conditions precedent to the effectiveness of Ambac's Fifth
Amended Plan of Reorganization.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.

Ambac's bond insurance unit, Ambac Assurance Corp., is being
restructured by state regulators in Wisconsin.  AAC is domiciled
in Wisconsin and regulated by the Office of the Commissioner of
Insurance of the State of Wisconsin.  The parent company is not
regulated by the OCI.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FIN'L: Reminds Investors of Stock Cancellation Upon Exit
--------------------------------------------------------------
In a March 27, 2013 press release, Ambac Financial Group, Inc.,
reminded investors that its Fifth Amended Plan of Reorganization,
which was confirmed by the United States Bankruptcy Court for the
Southern District of New York on March 14, 2012, provides for the
Company's common stock to be cancelled.  Accordingly, holders of
the Company's common stock will not receive any distribution with
respect to, or be able to recover any portion of, their investment
in such securities.  As such, all of the Company's currently
outstanding equity securities will be cancelled and have no value
upon its emergence from bankruptcy.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.

Ambac's bond insurance unit, Ambac Assurance Corp., is being
restructured by state regulators in Wisconsin.  AAC is domiciled
in Wisconsin and regulated by the Office of the Commissioner of
Insurance of the State of Wisconsin.  The parent company is not
regulated by the OCI.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FIN'L: Asks Judge to Ban Lemonides From New Board
-------------------------------------------------------
Ambac Financial Group, Inc. asks Bankruptcy Judge Shelley Chapman
to (i) bar Charles Lemonides from serving as a director of its New
Board; and (ii) direct the creditors committee to appoint a
replacement New Board nominee.

The Debtor specifically asks the Bankruptcy Court to approve a
modification of its Fifth Amended Plan of Reorganization to
provide that in the event that a person nominated to the board of
the Reorganized Debtor by the statutory committee of creditors
becomes incapable, unavailable or unable to serve as a director
on the New Board, the Committee will, as soon as practicable,
designate a replacement nominee.

The Debtor's confirmed bankruptcy plan provides that a new board
will be designated as of the plan effective date.  The five New
Board nominees were named as Diana Adams, the Debtor's president
and chief executive officer; Victor R. Mandel; Jeffrey Stein;
Nader Tavakoli; and Charles Lemonides.

Recently, however, the Debtor believes Mr. Lemonides has engaged
in conduct that makes his prospective service on the New Board
untenable.  Moreover, the Debtor is concerned that the Committee
has declined its request to remove Mr. Lemonides as New Board
nominee.

Peter A. Ivanick, Esq., at Hogan Lovells US LLP, in New York,
relates that the Debtor's concern arises out of Mr. Lemonides'
actions in connection with his recommendation of one of his
personal friends for the position of the Debtor's Chief
Investment Officer.  In relation to the Debtor's search for a new
CIO in the fall of 2012, Mr. Lemonides sent a resume of a friend
he recommended for the position.  David Trick, the Debtor's chief
financial officer, reviewed the resume but felt the applicant was
not suitable for the position.  Mr. Trick, however, said he felt
Mr. Lemonides pressured him to choose the applicant and somehow
implicated that his reviews and future compensation may be
affected by his actions regarding the applicant.  Subsequently,
the executive search firm Spencer Stuart retained by the Debtor
came up with the conclusion that the applicant lacked the relevant
expertise for the CIO position.

In January 2013, Mr. Trick and Ms. Adams met with the other Board
nominees on the topic of Mr. Lemonides' conduct.  The other New
Board nominees were disturbed that Mr. Lemonides had told Mr.
Trick that the applicant should be hired, preferably before the
New Board was in place, and had not consulted or discussed the
applicant with them, according to Mr. Ivanick.

In addition, Ms. Adams recently learned that Mr. Lemonides has
had individual conversations with the Special Deputy Commissioner
for the Segregated Account of Ambac Assurance Corporation (SDC),
regarding sensitive tax-related issues that are currently being
discussed by the Debtor, the SDC and AAC, without informing the
Debtor, the Committee or the other New Board nominees.

Against this backdrop, the Debtor believes Mr. Lemonides' conduct
breached his fiduciary duties as a Committee member and renders
him unfit for service as a member of New Board.

                        Committee's Statement

On behalf of the Official Committee of Unsecured Creditors,
Anthony Princi, Esq., at Morrison & Foerster LLP, in New York,
points out the Debtor's Plan and Confirmation Order made no
provision for the removal or replacement of directors appointed to
the new board under the Plan.

He further discloses the Committee initiated telephone
conversations and conducted a telephonic meeting when it learned
of the Debtor's allegations against Mr. Lemonides. During the
meeting, Mr. Lemonides denied the allegations.

"Considering the absence of any provision in the Plan to address
the circumstances presented and the lack of a developed
evidentiary record, based on the facts presented to it at the
meeting the Committee decided to take no action on the Debtor's
request," says Mr. Princi.  The Committee relayed its stand to
the Debtor in a Feb. 19, 2013 letter.

Thereafter, the Debtor requested another meeting with the
Committee for Feb. 25, 2013.  Messrs. Lemonides and Trick as well
as the other board nominees, Ambac executives and Ambac counsel
were present at the meeting.  The reports by Messrs. Lemonides
and Trick at the meeting were materially inconsistent with each
other.

The Committee determined that the representations made by the
Debtor and Mr. Lemonides at the meeting did not provide
sufficient additional information that would justify taking
action on the Debtor's request.  Once again, the Committee
concluded not to take action based on the factual presentation
made to it and relayed this decision to the Debtor's counsel, Mr.
Princi relates.

                        Lemonides Reacts

In court papers, Mr. Lemonides asserts that he did nothing to
justify the "extraordinary relief" the Debtor seeks, and still
holds no grudge against the Debtor, its management, or the other
board nominees.  He believes he is fit to serve as a director of
the Reorganized Debtor and did not breach any fiduciary duty.

Mr. Lemonides further asserts that he did not breach any
fiduciary duty under Delaware corporate law.  "The Debtor
cannot show any action taken by Mr. Lemonides was done other than
on an informed basis. . .  Instead, his actions in proposing a
CIO that would grow the Debtor's investment portfolio and laying
a foundation of goodwill with the SDC redounded to the benefit of
Ambac, despite any miscommunication that may have occurred. There
was absolutely no economic benefit to Mr. Lemonides in connection
with his recommendation of Mr. Mario Del Pozzo for the CIO
position, and the Debtor has not provided, as it cannot provide,
any evidence of such benefit," Hugh M. McDonald, Esq., at Dentons
US LLP, in New York, contends.

Mr. Lemonides also explains that his conversations with the SDC
were appropriate, were encouraged by the Debtor, and were
designed to expedite the effective date of the Plan.  He specifies
that he never made any threat to Mr. Trick, and only recommended
Mr. Del Pozzo for the CIO position in an effort to grow Ambac's
investments.  He adds that he made sure to include the board
nominees in the CIO search and hiring process.

In this light, Mr. Lemonides asks the Court to deny the Debtor's
motion to stop him from serving on the new board.


                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.

Ambac's bond insurance unit, Ambac Assurance Corp., is being
restructured by state regulators in Wisconsin.  AAC is domiciled
in Wisconsin and regulated by the Office of the Commissioner of
Insurance of the State of Wisconsin.  The parent company is not
regulated by the OCI.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


ADAMS PRODUCE: Files Amended List of Largest Unsecured Creditors
----------------------------------------------------------------
Adams Produce Company LLC has filed an amended list of its 20
largest unsecured creditors, disclosing:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
PNC Bank, National Association                         $5,000,000
Mark Herdman
PNC Business Credit
600 Galleria Pkwy, Ste 890
Atlanta, GA 30339

Fulbright & Jaworski, LLP          --                   $1,534,797
Fulbright Tower
1301 McKinney, Suite 5100
Houston, TX 7010-3095

Ryder Truck Rental, INC.           --                   $1,423,684
6000 WindWard Parkway
Alpharetta, GA 30005

Metropolitan Foods, INC            --                     $827,016
PO Box 1110
Little Rock, AR 72203-1110

Emerald Coast Produce              --                   $1,692,000
3500 Dewey Rose Lane                                    (Disputed)
Cantonment, FL 35233

Chapman Produce Company, Inc       --                     $497,988
C/o Carr, Riggins & Ingrams
1713 Mahan Drive
Tallahassee, FL 32308

FTI Consulting Inc.                --                     $328,733


Turner Holdings LLC                --                     $286,426
P.O. Box 1000
Department 23
Memphis, TN 38148-0023

On-Site Fuel Services, Inc.        --                     $271,452


Mary Anderson                      --                     $250,076
P.O.Box 218109                                          (Disputed)
Nashville, TN 37221

Gulf Coast Produce Distributors,   --                     $236,211
Inc.
194 Bohn Street
Biloxi, MS 39530-3812


GE Fleet Services                  --                     $213,465
PO Box 100363
Atlanta, GA 30384-0363

St. Clair's Produce, Inc.          --                     $211,733
101 Palm Bay Blvd.
Attn: Darrin St. Clair
Panama City Beach, FL 32408-504

K & D Produce Co.                  --                     $140,918
1106 Groverland Hills Dr.
Tallahassee, FL 32317-9544

De Lage Landen Financial           --                    $139,975
Services                                               (Disputed)
1111 Old Eagle School Road
Wayne, PA 19087

Frost Cummings Tidwell Group, LLC  --                     $135,647
2001 Park Place, Suite 900
Birmingham, AL 35203-4803

Global Diversity Consulting Group,  --                    $132,645
LLC
1200 G. Street NW, Ste 800
Washington, DC 20005

Twelve Baskets                                            $116,387
5200 Phillip Lee Drive SW
Atlanta, GA 30336

L&M Transportation Services, Inc.  --                     $107,208


Sodexo Operations. LLC             --                      $85,115
Adrienne Vadell Sturges, Esq.,
Assistant General Counsel
6081 Hamilton Blvd.
Allentown, PA 18106

                      About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

Adams Produce disclosed $19,545,473 in assets and $41,569,039 and
liabilities as of the Chapter 11 filing.  A debtor-affiliate,
Adams Clinton Business Park, LLC, estimated up to $10 million in
assets and liabilities.  The Debtors owe PNC Bank, National
Association, $750,000 under a term loan, $1.35 million under a
real estate loan, and $3.4 million under a revolver.  The Debtors
are also indebted $2 million under promissory notes.  Adams owes
$4.4 million in accounts payable to trade and other creditors, and
$10.2 million to agricultural commodity suppliers.

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.  Brian R. Walding, Esq., at
Walding LLC, in Birmingham, Alabama, represents the Ad Hoc
Committee of Non-Insider Employees as counsel.  The Bankruptcy
Administrator said that it is not feasible to form a committee of
unsecured creditors in the Debtor's case in view of the fact that
an insufficient number of unsecured creditors were willing to
serve.

Their Second Amended Plan, dated March 7, included an exhibit on
employee recovery calculation.  Priority Employee Claims total
approximately $1,096,235.  Each non-Insider Employee Holder of an
Allowed Priority Employee Claim will be paid their Pro Rata share
of $850,000 in Cash from the Available Funds, after deductions of
(1) reasonable attorneys' fees and costs awarded to Counsel to the
Ad Hoc Committee of Non-Insider Employees, and (2) taxes and
expenses associated with the distribution of the amounts as wages.
Additionally, each non-Insider Employee Holder of an Allowed
Priority Employee Claim will be paid their Pro Rata share of the
$450,000 payment received by the Debtors' pursuant to the pleas
agreement with the Debtors' former chief executive officer.

The Court established March 18, 2013, as the bar date for (1)
prepetition claims; (2) administrative expense claims under
Section 503(b)(9); and (3) non-professional administrative expense
claims that were incurred from April 27, 2012, until Dec. 31,
2012.


AEROGROW INTERNATIONAL: MacGregor Clarke Quits as CFO & Director
----------------------------------------------------------------
MacGregor Clarke announced his resignation as Chief Financial
Officer of AeroGrow International, Inc., and his resignation from
the Company's Board of Directors, effective as of April 5, 2013.
Mr. Clarke confirmed that his resignation does not relate to any
issues regarding the Company's financial disclosures, accounting
matters or other business issues.

Jack J. Walker, Chairman of the Board, stated that, "Mr. Clarke
has been instrumental in our efforts to improve the financial
performance of the Company since being appointed Chief Financial
Officer in May 2008, and a Director in July 2009.  I would like to
personally thank Greg for his contributions to the Board and the
Company over the past five years."

                           About AeroGrow

Boulder, Colo.-based AeroGrow International, Inc., is a developer,
marketer, direct-seller, and wholesaler of advanced indoor garden
systems designed for consumer use and priced to appeal to the
gardening, cooking, and healthy eating, and home and office decor
markets.

The Company reported a net loss of $3.55 million for the year
ended March 31, 2012, a net loss of $7.92 million for the year
ended March 31, 2011, and a net loss of $6.33 million for the year
ended March 31, 2010.  The Company's balance sheet at Dec. 31,
2012, showed $4.13 million in total assets, $4.31 million in total
liabilities and a $185,890 total stockholders' deficit.


AMERICAN AIRLINES: Seeks More Time to Decide on 10 Contracts
------------------------------------------------------------
AMR Corp. seeks additional time to decide on whether to assume or
reject 10 contracts.  The contracts are leases of non-residential
real properties, which the company's regional carriers entered
into with AllianceAirport Authority Inc., Metropolitan Nashville
Airport Authority, City of Los Angeles, City and County of San
Francisco and port authorities.

The contracts are listed at http://is.gd/W3ndi7

                      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 PETROLEUM: Moody's Raises Corp. Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service recognized a limited default on American
Petroleum Tankers Parent LLC upon the company's conversion of its
junior debt to equity in connection with a refinancing of its
capital structure.

Moody's has changed the Probability of Default rating to Caa1-PD-
LD from Caa1-PD. APT announced on April 5, 2013 that it has
completed the planned refinancing that it previously announced on
March 15, 2013.

Issuer: American Petroleum Tankers Parent LLC

Upgrades:

  Corporate Family Rating, Upgraded to B2 from Caa1

Assignments:

  Senior Secured Bank Credit Facility, Changed to B2 from (P)B2

Affirmations:

  Probability of Default Rating, Affirmed Caa1-PD /LD (/LD
  appended)

Ratings Rationale:

APT has closed a new $280 million first lien senior secured credit
facility ("New Credit Facility" $270 million term loan B due in
October 2019, $10 million revolver due in April 2018). Proceeds
from the New Credit Facility have been deposited with the trustee
of the indenture for the company's $254 million, 10.25% first lien
senior secured notes due May 2015 ("Notes"), pursuant to its
terms, to fund the redemption of the Notes that will occur on May
2, 2013. In connection with the refinancing, APT converted the
more than $400 million of unrated sponsor PIK junior debt to
equity. Pursuant to its normal practice, Moody's has recognized a
limited default because of the conversion of the junior debt to
equity.

Moody's upgraded the Corporate Family rating to B2 from Caa1 to
reflect the company's post-refinancing credit profile. Moody's
also removed the (P) prospective rating designation from the
company's New Credit Facility that Moody's rated B2 on March 18,
2013. Moody's will withdraw the B1 rating assigned to the Notes
upon their repayment. Moody's will upgrade the Probability of
Default rating to B3-PD when it removes the limited default
designation within three business days. The outlook is developing,
pending the conclusion of the recognition of the limited default.

The B2 Corporate Family rating reflects the company's improved
capital structure, with debt to capital of about 40% versus almost
100% prior to the refinancing. Moody's expects credit metrics to
strengthen to levels typical of issuers rated in the B rating
category. The rating considers the company's small size, the
cyclicality of the Jones Act tanker sector, the potential market
and price risk associated with renewing charters during cyclic
troughs and event risk as Moody's believes the company might seek
to grow the fleet. The stability of cash flows that the chartering
strategy should provide, the attractiveness of the relatively
young fleet to potential charterers and the good asset coverage
based on Moody's estimates of liquidation value of the ships
support the ratings. Adequate liquidity, anchored by expected free
cash flow of about $30 million per year and an excess cash flow
sweep and restricted payment terms governed by debt leverage
incurrence tests in the Credit Facility agreement further support
the ratings.

The recognition of the limited default considers that while the
conversion of the junior debt is not being done to avoid a near
term default (the sponsor debt had a maturity date in 2016), it is
being done to facilitate the planned refinancing as well as
alleviate what Moody's believes would have become an untenable
capital structure.

Moody's used a 65% E(FRR) in its post-refinancing Loss Given
Default waterfall because of the all first lien bank debt
structure, which will result in the Probability of Default rating
being one notch below the Corporate Family rating.

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

American Petroleum Tankers Parent LLC, headquartered in Plymouth
Meeting, PA, owns a fleet of five modern U.S. Jones Act petroleum
products tankers. The company is owned by affiliates of The
Blackstone Group L.P. and Cerberus Capital Management L.P.


AMPAL-AMERICAN: Class A Stock Remains Listed on NASDAQ
------------------------------------------------------
The NASDAQ Stock Market filed a Form 25 with the Securities and
Exchange Commission and announced that it had delisted the Class A
Stock of Ampal-American Israel Corporation.  On March 25, 2013,
NASDAQ announced that it was rescinding its delisting notice and
Form 25, which had been erroneously filed.  NASDAQ stated that the
Company's Class A Stock remains listed on The NASDAQ Capital
Market, but that the Company's Class A Stock is currently
suspended from trading on NASDAQ pending the outcome of its appeal
of a NASDAQ Hearing Panel determination to delist the Company's
Class A Stock.  Should the Hearing Panel determination to delist
the Company's Class A Stock be affirmed, then NASDAQ stated that
it will file a Form 25 with the Securities and Exchange Commission
to complete the delisting and the delisting would become effective
ten days after the Form 25 is filed.

                        About Ampal-American

Ampal-American Israel Corporation -- http://www.ampal.com/--
acquired interests primarily in businesses located in Israel or
that are Israel-related.  Ampal-American filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29, 2012, to
restructure the Company's Series A, Series B and Series C
debentures.  Bankruptcy Judge Stuart M. Bernstein presides over
the case.  Ampal-American sought bankruptcy protection in the U.S.
because bankruptcy laws in Israel would lead to the Company's
liquidation.

Michelle McMahon, Esq., at Bryan Cave LLP, serves as the Debtor's
counsel.  Houlihan Lokey serves as investment banker.

The petition was signed by Irit Eluz, chief financial officer,
senior vice president.  The Company scheduled $290,664,095 in
total assets and $349,413,858 in total liabilities.

A three-member official committee of unsecured creditors is
represented by Brown Rudnick as counsel.


ANTIOCH CO: McDermott Wins Partial Summary Judgment in Trust Suit
-----------------------------------------------------------------
Ohio District Judge Timothy S. Black granted McDermott Will &
Emery LLP's motion for partial summary judgment in a civil action
filed against it by the Antioch Litigation Trust.

McDermott sought summary judgment on the Trust's claims relating
to a 2003 transaction in which The Antioch Company's Employee
Stock Ownership Plan became the 100% owner of the Company.
McDermott argues the Plaintiff's malpractice claims against it,
relating to the 2003 ESOP transaction, are barred by Ohio's one-
year statute of limitations on legal malpractice claims pursuant
to Ohio Rev. Code. Sec. 2305.11(A).  McDermott maintains that its
representation of Antioch as to the 2003 ESOP transaction ended in
early 2004, the "cognizable event" occurred when the transaction
closed in December 2003, but the Plaintiff did not initiate an
action against McDermott until June 4, 2009. Since the Plaintiff's
initial complaint was filed on June 4, 2009, more than five years
after the 2003 ESOP transaction closed and McDermott's
representation as to that transaction ended, all of the
Plaintiff's claims as to the 2003 ESOP transaction are timebarred
by Ohio's one year statute of limitations for legal malpractice
claims.

The Plaintiff maintains that the motion should be denied because
issues of material fact exist as to when McDermott's
representation of the Company with respect to the 2003 ESOP
transaction ended.  The Plaintiff claims that McDermott's
representation of the Company continued until June 5, 2008, and
thus the complaint was filed (June 4, 2009) before the statute of
limitations ran.

In 2003, The Antioch Company engaged in a transaction by which the
company's Employee Stock Ownership Plan, a tax-exempt entity that
owned approximately 43% of Antioch's stock prior to the
transaction, became the sole shareholder of Antioch.  Antioch
engaged McDermott to provide legal counsel to the company.  The
2003 ESOP transaction closed on December 16, 2003.

The Plaintiff's legal malpractice claim is actually six separate
and distinct claims for malpractice.  Three of those claims relate
only to the 2003 ESOP transaction, specifically to advice given
(or allegedly not given) before the transaction closed: (1)
whether McDermott failed to advise Antioch to get a fairness
opinion for the ESOP transaction to avoid corporate waste; (2)
whether McDermott failed to advise Antioch regarding the effect of
ERISA, tax laws, and Ohio corporate law on the transaction; and
(3) whether McDermott failed to provide legal advice to Antioch's
Board of Directors with respect to the transaction.

In 2007-2008, McDermott assisted Antioch with efforts to find a
buyer or to recapitalize the company.  McDermott's work included
assisting Antioch in an attempt to find a buyer to act as a
"stalking horse" in a bankruptcy proceeding.

The Plaintiff claims that because McDermott considered notes and
warrants in 2007 and 2008 as part of the bankruptcy preparations,
that McDermott was still working on the 2003 ESOP transaction.

The case is, ANTIOCH LITIGATION TRUST, W. TIMOTHY MILLER, TRUSTEE,
Plaintiff, v. McDERMOTT WILL & EMERY LLP, Defendant, Case No.
3:09-cv-218 (S.D. Ohio).  A copy of the Court's April 1, 2013
Order is available at http://is.gd/ne3gwufrom Leagle.com.

                         About Antioch Co.

Headquartered in Yellow Springs, Ohio, The Antioch Company --
http://www.antiochcompany.com/-- produced and sold books, book
accessories and scrapbooking products.

Antioch Company and subsidiary companies Antioch International,
Inc., Antioch Framers Supply Co., Antioch International-New
Zealand, Inc., Antioch International- Canada, Inc., Creative
Memories Puerto Rico, Inc. and ZeBlooms Inc. filed separate
Chapter 11 petitions (Bankr. S.D. Ohio Case No. 08-35741)
and prepackaged chapter 11 plans on Nov. 13, 2008.  At the
time of the filings, the Debtors disclosed $66 million in
assets and $141 million in liabilities.

Chris L. Dickerson, Esq., Rena M. Samole, Esq., and Timothy R.
Pohl, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP; Michael
J. Kaczka, Esq., and Sean D. Malloy, Esq., at McDonald Hopkins
LLC; and Tony M. Alexander, Esq., at Jenks, Pyper & Oxley Co.
L.P.A., represent the Debtors.  W. Timothy Miller, Esq., at
Taft Stettinius & Hollister LLP, represents the Creditors'
Committee.

The Antioch Company emerged from chapter 11 protection under the
terms of a Second Amended Plan of Reorganization confirmed on
Jan. 27, 2009, which created the Antioch Company Litigation Trust.
W. Timothy Miller, Esq., at Taft Stettinius & Hollister LLP,
serves as the Litigation Trustee.


ATLANTIC & PACIFIC: FELRA Loses Appeal From Plan Confirmation
-------------------------------------------------------------
New York District Judge Edgardo Ramos dismissed an appeal
undertaken by The Food Employers Labor Relations Association and
United Food and Commercial Workers Pension Fund from the "Findings
of Fact, Conclusions of Law, and Order" confirming Great Atlantic
& Pacific Tea Company, Inc.'s First Amended Joint Plan of
Reorganization.  The District Judge ruled the Plan has been
substantially consummated and the appeal is now equitably moot.

The Plan was confirmed by order dated Feb. 28, 2012.

The case is, FOOD EMPLOYERS LABOR RELATIONS ASSOCIATION AND UNITED
FOOD AND COMMERCIAL WORKERS PENSION FUND, Appellants, v. THE GREAT
ATLANTIC & PACIFIC TEA COMPANY, INC., et al., Appellees, No. 12
Civ. 2809 (S.D.N.Y.).  A copy of the Court's March 31, 2013
Opinion and Order is available at http://is.gd/oq5fVPfrom
Leagle.com.

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
Before filing for bankruptcy in 2010, A&P operated 429 stores in
eight states and the District of Columbia under the following
trade names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-Center,
Best Cellars, The Food Emporium, Super Foodmart, Super Fresh and
Food Basics.  A&P had 41,000 employees prior to the bankruptcy
filing.

In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
served as counsel to the Debtors.  Kurtzman Carson Consultants LLC
acted as the claims and notice agent.  Lazard Freres & Co. LLC
served as the financial advisor.  Huron Consulting Group served as
management consultant.  Dennis F. Dunne, Esq., Matthew S. Barr,
Esq., and Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, represented the Official Committee of Unsecured
Creditors.

The Bankruptcy Court entered an order Feb. 27, 2012, confirming a
First Amended Joint Plan of Reorganization filed Feb. 17, 2012.
A&P consummated its financial restructuring and emerged from
Chapter 11 as a privately held company in March 2012.

A&P sold or closed stores during the bankruptcy proceedings.  It
emerged from bankruptcy with 320 supermarkets.  Among others, A&P
sold 12 Super-Fresh stores in the Baltimore-Washington area for
$37.83 million, plus the value of inventory.  Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.

Mount Kellett Capital Management LP, The Yucaipa Companies LLC and
investment funds managed by Goldman Sachs Asset Management, L.P.,
provided $490 million in debt and equity financing to sponsor
A&P's reorganization plan and complete its balance sheet
restructuring.  JP Morgan and Credit Suisse arranged a
$645 million exit financing facility.


ATP OIL: Gets OK to Hire Motley Rice and Fayard as Special Counsel
------------------------------------------------------------------
At a hearing held April 4, 2013, Judge Marvin Isgur signed an
order approving ATP Oil & Gas Corporation's application to employ
Motley Rice LLC and Fayard & Honeycutt, APC as its special
counsel.

The Court also approved, in a separate order, the Debtor's Fee
Agreement with PricewaterhouseCoopers LLP.  Judge Isgur directed
ATP to pay PwC allowed interim compensation of $853,244 for
professional services rendered and reimbursement of $10,225.41 for
actual and necessary expenses incurred on behalf of the Debtor
during the period August 17, 2012, through November 30, 2012,
aggregating $863,499.41.

Meanwhile, ATP's motion for approval of an extension of the time
within which it must assume or reject office leases was granted.
Judge Isgur said the Debtor's Lease Decision Deadline is extended
to July 31, 2013, without prejudice to the Debtor's right to seek
and obtain further extensions.

On April 3, 2013, Judge Isgur granted claimant Kilgore Marine
Services, Inc.'s motion for leave to file a lien identification
statement. ATP agreed to accept the late filed Lien Identification
Statement of Kilgore Marine as if it were timely filed.

                         About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Opportune LLP is the financial advisor
and Jefferies & Company is the investment banker.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A 7-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


AVON PRODUCTS: Fitch Says Refinancing Provides Flexibility
----------------------------------------------------------
Fitch Ratings has analyzed the differences in Avon Products,
Inc.'s noteholder protection measures given the company's
$1.5 billion senior unsecured note issuance on March 12, 2013.
At Dec. 31, 2012, Avon had approximately $3.2 billion in debt. The
bulk of the $3.2 billion was comprised of $1.72 billion in
publicly issued notes, a $550 million term loan and $535 million
in three privately placed notes. Except for approximately
$76 million in capital leases or related to sale/leaseback
transactions, all of Avon's debt is unsecured and 82% is long
term.

Refinancing Increases Financial Flexibility and Liquidity:

In its March 7, 2013 8-K, the company outlined how the proceeds of
its $1.5 billion note issuance plus cash on hand was to be used. A
portion was used to pay the $535 million in privately placed
notes, plus make-whole costs. This was executed before the end of
the first quarter as expected. The company outlined that it would
also repay $380 million of its $550 million term loan, the $125
million 4.625% note when due on May 15, 2013 and the $500 million
5.625% notes due 2014 plus make-whole. The $500 million note has
been called. Prior to the refinancing, at Dec. 31, 2012 Avon had
more than $1.6 billion in long-term debt maturities between 2013
and 2015. After these notes and the loan are refinanced, Avon will
have very modest near-term debt maturities through 2015. Most of
the company's long-term debt maturity in 2014 and 2015 will be
related to the $170 million term loan, 25% of which must be paid
in June 2014 with a final payment in June 2015.

Importantly, Avon has also renegotiated and replaced its $1
billion revolving credit agreement that was set to mature in
November 2013. The new revolver terminates in March 2017 and can
be increased under certain conditions to $1.25 billion. In
addition, the term loan provisions have been amended to allow
lenders who do not wish to be repaid to remain and harmonized with
the revolving credit agreement. Previously the term loan would
have required 50% of the proceeds from the $1.5 billion issuance
above $500 million to be applied to reducing related outstandings.
In conclusion, Avon has successfully improved its capital
structure while increasing its financial flexibility and
liquidity.

Noteholder Position Improves With Private Notes Eliminated:

Fitch believes that some of the features in the privately placed
notes that were beneficial to existing bondholders have been
preserved or modestly improved. The revolving credit agreement
adds some features while other features that were positive only to
those notes are now eliminated. Specifically:

-- The privately placed notes provided for limitation on
subsidiary debt at 20% of Consolidated Total Assets which was a
positive for all note-holders as it placed a cap of structural
subordination as long as the notes were outstanding. At the end of
2012 that limit would have been approximately $1.5 billion. The
limit was not a feature in Avon's old bank agreements. It is now
and the limit has been narrowed. Except for Avon Capital
Corporation (ACC) which typically issues commercial paper under a
full Avon guarantee, subsidiary debt is now limited to existing
debt at Avon's subsidiaries at Feb. 28, 2013 plus $500 million.
With the March 8-K Avon disclosed that 18 subsidiaries owed almost
$307 million in debt on Feb. 28, 2013 which placed a limit on
further structural subordination near $800 million rather than the
$1.5 billion range. This is a solid improvement for existing
public noteholders.

-- The privately placed notes had a 'Most Favored Lender
Provision' which automatically incorporated any financial covenant
in a Principal Credit Facility (generally where the amount
outstanding or commitments is at least $100 million). This
provision had the potential to place these holders in a better
structural position than public noteholders. Fitch believes the
elimination of these notes is a modest plus for current
noteholders at all levels.

-- ACC guaranteed the privately placed notes. In addition, any
domestic subsidiary that provided a guarantee to the banks under
the credit agreement would also guarantee the notes. Again, there
would have been the potential for structural subordination and
better terms than for public noteholders. Removing the private
notes and this feature is also a modest plus as none of the public
notes are guaranteed by any of the company's subsidiaries.

Some Notes Have Better Provisions Than Others:

Fitch also notes that differences among the remaining notes
continue to exist as follows:

Public Notes issued from 2003 - 2006:

-- Holders of these securities totaling $375 million have the
least favorable terms. While there are covenants such as
limitation of liens to 20% of Consolidated Net Tangible Assets,
etc., these notes do not have the change of control feature found
in later notes (see below).

Outstanding issuances totaling $375 million are comprised of:

-- $125 million 4.625% notes due May 2013. This will be repaid
   with proceeds from the refinancing, and;

-- $250 million 4.2% notes due July 2018.

Public Notes issued since 2007:

-- In addition to the existing terms and conditions found in the
2003 - 2006 vintage these notes also offer additional protection
to note-holders in the form of a repurchase upon a change of
control triggering event. The triggering event is predicated on,
among other things, a person becoming a beneficial owner of more
than 50% of the outstanding voting stock and each of the three
rating agencies downgrading Avon's debt to below investment grade.
In this event, Avon must make an offer to repurchase all or any
part of the notes at 101% plus any accrued and unpaid interest.

Currently outstanding publicly placed notes issued since 2007
total $1.1 billion. The three notes within the $1.1 billion
encompass the following:

-- $500 million 5.625% notes due March 2014, called and to be
    repaid before maturity;

-- $250 million 5.75% notes due March 2018; and

-- $350 million 6.5% notes due March 2019.

Public notes issued in 2013:

-- These notes totaling $1.5 billion and issued in March 2013 not
    only have additional protection to note-holders in the form of
    a repurchase upon a change of control triggering event which
    is similar to the notes issued since 2007 but also interest
    step-up language. Interest could increase by as much as 200
    basis points over the coupon if Avon's ratings fall below
    investment grade. However, in the event that the company's
    rating improve to the 'BBB+' level, step up rates fall away
    permanently. While there isn't additional protection, per se,
    there is additional compensation if credit risk increases.
    These new notes are as follows:

     -- $250 million 2.375% notes due March 2016;
     -- $500 million 4.6% notes due March 2020;
     -- $500 million 5% notes due March 2023 and;
     -- $250 million 6.95% notes due March 2043

Fitch currently rates Avon and its subsidiary as follows:

Avon

-- Long-term Issuer Default Rating (IDR) 'BB+';
-- Bank credit facilities 'BB+'
-- Senior unsecured notes 'BB+'
-- Short-term IDR at 'B';
-- Commercial paper program 'B'.

Avon Capital Corporation

-- Short-term IDR 'B';
-- Commercial paper 'B'.

Commercial paper issuances by Avon Capital Corporation are fully
guaranteed by Avon.

The Rating Outlook is Stable.

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.


BEAZER HOMES: Inks $150-Mil. Land Banking Deal with Blackstone
--------------------------------------------------------------
Beazer Homes USA, Inc., and GSO Capital Partners LP, the credit
arm of The Blackstone Group, announced that GSO will make
available up to $150 million as part of a land banking
arrangement.  Funds managed by GSO will acquire new land parcels
identified by Beazer Homes and option finished lots on a pre-
determined takedown schedule to the Company.

"I'm very pleased that GSO has agreed to make available to the
Company additional capital to enhance our land acquisition and
development activities," said Allan Merrill, CEO of Beazer Homes.
"Expanding our active community count beginning in fiscal 2014 is
a key part of our path-to-profitability plan and will enable us to
more fully participate in the strengthening housing market."

Doug Ostrover, senior managing director of Blackstone and co-
founder of GSO, said, "As the housing recovery continues to gain
momentum, we are excited to partner with Beazer and extend our
land banking business.  GSO has a long history of working with
Beazer, and we have great confidence that the management team is
positioning the company well in order to capitalize on the
recovery and regain profitability.  We look at this incremental
capital as just the first step in what we hope to be many
successful future ventures with Beazer."

                         About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at Dec. 31, 2012, showed $1.92 billion
in total assets, $1.67 billion in total liabilities and $242.61
million in total stockholders' equity.

Beazer Homes incurred a net loss of $145.32 million for the fiscal
year ended Sept. 30, 2012, a net loss of $204.85 million for the
fiscal year ended Sept. 30, 2011, and a net loss of $34.04 million
for the fiscal year ended Sept. 30, 2010.

                           *     *     *

Beazer carries a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's.

In the Jan. 30, 2013, edition of the TCR, Moody's Investors
Service raised Beazer Homes USA, Inc.'s corporate family rating to
Caa1 from Caa2 and probability of default rating to Caa1-PD from
Caa2-PD.  The ratings upgrade reflects Moody's increasing
confidence that Beazer's credit metrics, buoyed by a stregthening
housing market, will gradually improve for at least the next two
years and that the company may be able to return to a modestly
profitable position as early as fiscal 2014.

As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'.  The upgrade and the Stable
Outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013.  The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.


BEDFORD ANODIZING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Bedford Anodizing Co.
        7860 Empire Parkway
        Macedonia, OH 44056

Bankruptcy Case No.: 13-50918

Chapter 11 Petition Date: April 2, 2013

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtors' Counsel: Kate M. Bradley, Esq.
                  BROUSE MCDOWELL, LPA
                  388 S. Main Street, Suite 500
                  Akron, OH 44311
                  Tel: (330) 535-5711
                  E-mail: kbradley@brouse.com

                         - and ?

                  Marc Merklin, Esq.
                  BROUSE MCDOWELL, LPA
                  388 S. Main Street, Suite 500
                  Akron, OH 44311
                  Tel: (330) 535-5711
                  Fax: (330) 253-8601
                  E-mail: mmerklin@brouse.com

Estimated Assets: $0 to $50,000

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Bedford Anodizing Realty Co., Inc.      13-50919
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Thomas E. DeWeese, president.

A. Bedford Anodizing Co. did not file a list of creditors together
with its petition.

B. A copy of Bedford Anodizing Realty's list of its two largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/ohnb13-50919.pdf


BERWIND REALTY: Court Confirms Plan of Reorganization
-----------------------------------------------------
Judge Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico signed off an order dated March 28, 2013,
confirming Berwind Realty LLC's Plan of Reorganization.

                     About Berwind Realty

Berwind Realty, LLC, filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 12-02701) in Old San Juan, Puerto Rico, on April 5, 2012.
Berwind Realty, a real estate firm, scheduled assets of
$53.8 million and liabilities of $58.1 million.  Berwind Realty's
president, Saleh Yassin signed the petition.  Charles A. Cuprill,
PSC Law Offices, serves as bankruptcy counsel.


BEST UNION: Bank of China Objects to Plan Disclosures
-----------------------------------------------------
Bank of China, a secured creditor of The Best Union LLC, objects
to the disclosure statement because it does not commit to a sale
of the West Covina property on a reasonable time frame. Instead,
the Disclosure Statement vaguely provides that the Debtor will
either sell the West Covina property by November of 2014 or simply
turn the property over to Bank of China, depending on negotiations
with tenants regarding lease terms.

The Debtor, according to Bank of China, provides no justification
for a sale on such an extended time period, whereby creditors
would bear the risk of a decline in value to the West Covina
property.

A hearing on the approval of the Disclosure Statement was held on
April 3.

                       About The Best Union

West Covina, California-based, The Best Union LLC, owns properties
in West Covina and Fresno, California.  Bank of China and SPCP
Group V, LLC, have secured claims of $5.888 million and
$2.255 million, respectively.  The West Covina property generated
income of $752,000 last year.  The Fresno property generated
income of $251,000 in 2011.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-32503) on June 28, 2012.  Bankruptcy Judge Peter
Carroll presides over the case.  Mufthiha Sabaratnam, Esq., at
Sabaratnam and Associates represents the Debtor in its
restructuring effort.  The Debtor has scheduled assets of
$11,431,364, and scheduled liabilities of $9,195,179.  The
petition was signed by James Lee, manager.


BIOLITEC INC: AngioDynamics Convinces Judge to Appoint Trustee
--------------------------------------------------------------
At the behest of AngioDynamics, Inc., New Jersey Bankruptcy Judge
Donald H. Steckroth entered an order directing the appointment of
a chapter 11 trustee for Biolitec, Inc.

AngioDynamics and Biolitec were parties to a Supply and
Distribution Agreement dated April 1, 2002.  The parties have a
long-running dispute over Biolitec's duty to indemnify and defend
AngioDynamics against patent infringement claims.

In January 2008, AngioDynamics sued Biolitec for breach of the
indemnification provisions of the Supply and Distribution
Agreement in the United States District Court for the Northern
District of New York.  In November 2012, the New York District
Court awarded AngioDynamics just over $23 million.  Biolitec has
taken an appeal from the judgment.

In October 2009, fearing that Biolitec was systematically
funneling assets to certain of its related entities -- Biolitec
AG, BioMed Technology Holdings, Ltd., CeramOptec Industries, Inc.,
and Wolfgang Neuberger -- to make any potential judgment
uncollectible, AngioDynamics brought suit in the United States
District Court for the District of Massachusetts.  The complaint
alleges Biolitec AG, BioMed, and Neuberger fraudulently removed
assets amounting to $18 million from Biolitec to render the Debtor
judgment proof.  The complaint seeks to pierce the corporate veil,
to collect judgment from the parent and related entities of
Biolitec, and to void the alleged $18 million in fraudulent
transfers.

In August 2012, AngioDynamics sought a preliminary injunction from
the Massachusetts District Court to freeze the defendants' assets
and prohibit Biolitec AG from completing a downstream merger with
Biolitec AG Austria.  The Massachusetts District Court on
September 13, 2012, entered a temporary restraining order and then
a preliminary injunction.

The defendants filed an expedited appeal from the Massachusetts
Injunction with the United States Court of Appeals for the First
Circuit. That appeal was heard on April 1, 2013 and the First
Circuit ruled the same day affirming the Massachusetts Injunction,
finding the appeal to be without merit.

Prior to the decision of the First Circuit, counsel for Biolitec
AG advised the Court that the downstream merger had taken place
and that, while it does not believe the Massachusetts Injunction
was violated because its corporate headquarters had not moved from
Germany to Austria, any dispute with regard to the Related
Entities' compliance with the Massachusetts Injunction should be
adjudicated in the Massachusetts District Court.

Counsel for AngioDynamics asserts the merger is evidence of the
culpable conduct and inability of the Related Entities to act in
the interest of creditors of Biolitec and support the Bankruptcy
Court's appointment of a trustee.

In June of 2009, New Jersey Plaintiffs -- Kelly Moran and Carol
Morello -- former officers of Biolitec, filed an action in the
Superior Court of New Jersey Chancery Division against Biolitec,
Biolitec AG, Neuberger, and BioMed Technology Holdings, Ltd.  The
New Jersey Litigation was filed after Moran and Morello's
termination in 2009.  The complaint alleges, without verification,
that the New Jersey Plaintiffs have been harmed by oppressive and
illegal conduct of Biolitec's majority shareholders.
Specifically, it alleges that Neuberger acted fraudulently,
mismanaged the corporation for his personal benefit, abused his
authority as an officer and director, and acted oppressively to
the New Jersey Plaintiffs as minority shareholders. The New Jersey
Plaintiffs contend that more than $15 million in cash and assets
were fraudulently and illegally transferred from Biolitec.

In their brief in support of the appointment of a trustee, the New
Jersey Plaintiffs advise that Biolitec failed to comply with
discovery orders of the New Jersey Chancery Court and that its
non-compliance resulted in its answer being struck without
prejudice, $470,000 in sanctions for discovery violations
($613,000 if two pending motions are resolved in favor of the New
Jersey Plaintiffs), and appointment of a discovery master.

Additionally, they assert that the New Jersey Litigation has
established that Neuberger receives unlimited interest-free loans
from Biolitec, which have no due date, called "officer loans." It
must be noted that the New Jersey Plaintiffs' complaint is not
verified by either of the plaintiffs and that in support of
AngioDynamics' motion, counsel simply filed a brief without
supporting certification from the individuals. Thus, nothing
evidential has been presented by the New Jersey Plaintiffs in
support of the Motion.

In January 2013, Biolitec filed its Chapter 11 petition.  In the
Declaration of Brian Foley in support of Biolitec's petition and
first day motions, he stated that Biolitec was forced to file
bankruptcy due to a series of errors made by Kelly Moran, the
former Chief Operating Officer and one of the New Jersey
Plaintiffs, that resulted in almost $10 million in losses and $12
million in litigation defense fees between 2008 and 2009.

Biolitec immediately sought relief from the automatic stay to
allow the other litigations to continue.  With respect to the New
Jersey Litigation, the Court granted relief from the automatic
stay to allow the New Jersey Plaintiffs to proceed with their
claims of shareholder oppression against Biolitec and the other
New Jersey Litigation defendants.  As to the Massachusetts
Litigation, Biolitec sought relief so that it and the other
defendants in the Massachusetts Litigation could proceed with
their appeal of the Massachusetts Injunction.  In this regard, the
New Jersey Bankruptcy Court noted that the automatic stay did not
affect nor prevent the Related Entities in the Massachusetts
Litigation from continuing with their appeal of the Massachusetts
Injunction.  During that hearing, the Court first noted the
acrimony among the parties and the allegations of suspicious
conduct of Neuberger and the Related Entities.

A copy of Judge Steckroth's April 3, 2013 Opinion is available at
http://is.gd/Xv1KTWfrom Leagle.com.

                        About Biolitec Inc.

Biolitec, Inc., is a member of the Biolitec Group, a multinational
group of affiliated companies that is a global market leader in
the manufacture and distribution of fiber optic devices and
products such as medical lasers and fibers, photo-pharmaceuticals
and industrial fiber optics.  Biolitec AG, a German public company
listed on the highly regulated Prime Standard segment of the
Frankfurt stock exchange, is the ultimate parent of the Debtor.

Biolitec, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-11157) on Jan. 22, 2013, to stop competitor AngioDynamics
Inc. from collecting $23 million it won in a breach of contract
lawsuit.  Brian K. Foley signed the petition as chief operating
officer.  The Debtor estimated assets and debts of $10 million to
$50 million.


BIOZONE PHARMACEUTICALS: Obtains $1.5MM Financing From Midland
--------------------------------------------------------------
BioZone Laboratories, Inc., (the "Seller") a wholly-owned
subsidiary of Biozone Pharmaceuticals, Inc., on March 22, 2013,
entered into a Factoring and Security Agreement with Midland
American Capital Corporation pursuant to which Midland will
provide up to $1,500,000 of financing, on a discretionary basis,
against the Company's account receivables.

Under the Factoring Agreement, Midland has agreed to purchase
certain account receivables of the Seller and the Seller has
agreed to pay Midland an initial fee of 2.5% of the face amount of
an account (subject to certain adjustments) plus 0.833% of the
face amount of an account (subject to certain adjustments) for
each 10 day period following the first 30 days of financing.  If
the receivable is not paid within 75 days of the purchase of the
account, Midland can chargeback the receivable to the Seller,
unless the debtor became insolvent, subject to certain exceptions.
In addition, Midland can chargeback the receivable to the Seller
in the case of an event of default or upon termination of the
Factoring Agreement.  The Factoring Agreement provides for certain
customary covenants of the Seller and the Seller is subject to
penalties in the event of a misdirected fee, a missing notation of
Midland on an invoice and late charges on any monies owed to
Midland.  The term of the Factoring Agreement is one year and is
subject to termination by either party upon 60 days prior written
notice subject to certain exceptions.

In connection with the execution of the Factoring Agreement, the
Seller entered into a Purchase Money Rider with Midland pursuant
to which Midland will provide to the Seller, on a discretionary
basis, financing to procure raw materials for the manufacture of
Seller's goods.  The financing under the Purchase Money Rider may
be made via direct payment to the Company's suppliers or issuance
of letters of credit.  The Seller will be required to pay Midland
an initial purchase fee of 2.95% of the amount financed plus a
purchase money fee of 0.933% of the amount financed for each 10
day period following the first 30 days of financing.

As collateral security for all of the Seller's obligations under
the Factoring Agreement and Purchase Money Rider, the Seller
granted Midland a security interest in all of its assets.  To
further secure the Seller's obligations under the Factoring
Agreement and Purchase Money Rider, the Company and Baker Cummins
Corp., a wholly owned subsidiary of the Company, executed a
Guarantee and Security Agreement pursuant to which each of them
agreed to guaranty the Seller's obligations owed by such entity to
Midland secured by a security interest in all of their assets.

In addition, in connection with the execution of the Factoring
Agreement and Purchase Money Rider, Elliot Maza, the Chief
Executive Officer, Chief Financial Officer and Secretary of the
Company and Brian Keller, the President and Chief Scientific
Officer of the Company executed a Validity Guaranty pursuant to
which each of these persons has agreed to indemnify Midland from
any loss incurred in the event of breach of certain
representations and warranties made to Midland or any
misstatement, fraud or criminal act on the part of any officer or
agent of the Seller.  Furthermore, certain noteholders holding
notes in the aggregate principal amount of $2,300,000 entered into
intercreditor agreements, whereby those noteholders agreed to
subordinate to Midland their security interest in certain assets
of the Company.

                    About Biozone Pharmaceuticals

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

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

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

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

Biozone reported a net loss of $5.45 million in 2011, compared
with a net loss of $319,813 in 2010.  The Company's balance sheet
at Sept. 30, 2012, showed $8.25 million in total assets, $8.33
million in total liabilities and a $74,927 total shareholders'
deficiency.


BLITZ USA: Insurers Propose Liquidating Plan
--------------------------------------------
Liberty Surplus Insurance Corporation and Liberty Insurance
Underwriters, Inc., proposed a liquidating plan for Blitz USA,
Inc., and its debtor affiliates.

The principle features of the Liquidating Plan are the
establishment of two trusts: (1) a Blitz Personal Injury Trust,
for payment of Blitz Personal Injury Claims, and (2) a Blitz
Liquidating Trust, for the benefit of all holders of General
Unsecured Claims.  The Plan proposes the following classification
and treatment of claims:

  Class   Description            Treatment
  -----   -----------            ---------
    1     Priority Claims        Paid the Allowed Amount of the
                                 claim, in full, in Cash.

    2     Allowed Secured        The Liquidating Trustee will (a)
           Claims                distribute the collateral
                                 securing the Allowed Secured
                                 Claim; (b) distribute Cash in an
                                 amount equal to the proceeds
                                 actually realized from the sale
                                 of the Debtor's assets; or (c)
                                 effect other treatment.

    3    General Unsecured       Will receive a Pro Rata share of
            Claims               the Blitz Liquidating Trust
                                 Assets remaining after payment of
                                 distributions on account of all
                                 Allowed Administrative Expense
                                 Claims, Allowed Priority Claims
                                 and Allowed Secured Claims, and
                                 any expenses of the Blitz
                                 Liquidating Trust.

    4    Convenience Claims      Any Creditor that elects
                                 treatment of its Claim as a Class
                                 4 Claim will be deemed to have
                                 consented to the reduction of the
                                 amount of its Claim to $1,000.
                                 Each holder of an Allowed Class 4
                                 Claim will receive a distribution
                                 equal to 90% of the Allowed
                                 Amount of the Class 4 Claim, but
                                 with the distribution not
                                 exceeding $900 for any Creditor
                                 electing treatment of its Claim
                                 as a Class 4 Claim.

    5    Blitz PI Trust Claims   All Blitz PI Claims will be
                                 released as against the Debtors
                                 and each holder of a Blitz PI
                                 Trust Claim will have its Claim
                                 permanently channeled to the
                                 Blitz PI Trust.

    6    Equity Interests        Cancelled and terminated on the
                                 effective date.

A full-text copy of the Disclosure Statement dated March 13 is
available for free at http://bankrupt.com/misc/BLITZUSAds0313.pdf

                        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.


BONDS.COM GROUP: Incurs $6.9 Million Net Loss in 2012
-----------------------------------------------------
Bonds.com Group, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$6.98 million on $7.56 million of revenue for the year ended
Dec. 31, 2012, as compared with a net loss of $14.45 million on
$4.32 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $7.99 million
in total assets, $9.82 million in total liabilities and a $1.82
million total stockholders' deficit.

EisnerAmper LLP, in New york, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations, and a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.

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

                        http://is.gd/5Ornql

                       About Bonds.com Group

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

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


BONTEN MEDIA: Improved Performance Cues Moody's to Up CFR to Caa1
-----------------------------------------------------------------
Moody's Investors Service upgraded Bonten Media Group, Inc.'s
Corporate Family Rating to Caa1 from Caa2 and Probability of
Default Rating to Caa1-PD from Caa2-PD. Moody's also upgraded the
9%/9.75% senior subordinated notes to Caa2 from Caa3.

The upgrades reflect the company's improved operating performance
and credit metrics reflecting good core advertising demand and a
greater than expected political advertising revenue in 2012. In
addition, Moody's affirmed the B1 rating on the company's 1st lien
senior secured credit facilities and the outlook remains stable.

Upgraded:

Issuer: Bonten Media Group, Inc.

Corporate Family Rating (CFR): Upgraded to Caa1 from Caa2

Probability of Default Rating (PDR): Upgraded to Caa1-PD from
Caa2-PD

9%/9.75% senior subordinated notes due 2015 ($113.4 million
outstanding): Upgraded to Caa2, LGD5 -- 72% from Caa3, LGD5 -- 73%

Affirmed:

Issuer: Bonten Media Group, Inc.

$15 million 1st lien senior secured revolver due May 2013 ($3.2
million outstanding): Affirmed B1, LGD2 -- 15% (from LGD2 -- 17%)

1st lien senior secured term loan due May 2014 ($41.5 million
outstanding): Affirmed B1, LGD2 -- 15% (from LGD2 -- 17%)

Ratings Rationale:

Bonten's Caa1 corporate family rating reflects a very high, 2-year
average debt-to-EBITDA ratio of 8.0x as of December 31, 2012
(including Moody's standard adjustments, 6.4x on a one year basis)
and geographic concentration. In 2012, the company generated a 70%
increase in annual EBITDA compared to 2011 and 2010 due to strong
growth in core revenues, greater than expected political ad demand
in Montana and the Tri-Cities region, and renewed retransmission
agreements. As a result, 2-year average debt-to-EBITDA ratios
improved meaningfully from 11.4x at FYE2011 and 12.9x at FYE2010.
Although improved, leverage remains high and poses challenges for
managing a business vulnerable to advertising spending cycles.

Moody's believes Bonten's lack of national scale with $65 million
of annual net revenues magnifies both financial and cyclical risk
as well as exposure to a disproportionate impact from the loss of
a large advertiser or a region specific downturn, particularly in
the Tri-Cities and Eastern North Carolina markets representing 70%
to 80% of cash flow. Debt ratings are supported by the company's
leading audience and revenue share rankings in six of eight
markets across diverse network affiliations. Looking forward,
Moody's expects two-year average debt-to-EBITDA ratios to improve
to under 7.5x by FYE2013, and revenues to decrease in the mid-
single digit percentage range in 2013 given the absence of
significant political revenues partially offset by an increase in
retransmission revenues.

Although EBITDA should remain above 2011 levels, Moody's expects
2-year average margins to decrease in 2013 and further in 2014
reflecting the impact of increasing reverse compensation as
network affiliations are renewed. Management is being
opportunistic in timing the refinancing of its term loan given new
credit facilities will likely result in higher pricing compared to
the current L+2.50% rate. Although the company has sufficient cash
balances to repay revolver outstandings prior to the May 2013
expiry of the facility, Moody's views Bonten's liquidity as weak
given the subsequent May 2014 maturity of the term loan.

The stable outlook incorporates Moody's expectations that Bonten
will repay advances under the revolver prior to May 2013 with cash
and the potential for raising an external credit facility provided
by its financial sponsor. The outlook reflects steady core ad
demand over the next 12 months supported by continued strength in
certain sectors including automobile and services. Furthermore,
Moody's assumes continued good operating performance will better
position the company to refinance its term loan and the senior
subordinated notes in advance of their respective maturities with
additional financial support from its financial sponsor if needed.

Although not likely given the recent upgrades, the outlook could
be changed to negative or ratings could be downgraded based on
expectations for weak liquidity, inability to refinance the term
loan, or deterioration in EBITDA due to increased competition or
weak ad demand in key markets. The company's high leverage,
geographic concentration, lack of national scale, and upcoming
debt maturities constrain ratings; however, Moody's could consider
a change in the outlook to positive or an upgrade in ratings if
further improvement in operating performance or debt repayment
leads to expectations for 2-year average leverage being sustained
comfortably below 6.50x (including Moody's standard adjustments).
An outlook change or upgrade would also require expectations for
significant improvement in liquidity, including a refinancing of
2014 and 2015 debt maturities and expectations for sustained
positive free cash flow.

The principal methodology used in this rating was Global Broadcast
and Advertising Related Industries 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 2006 by Diamond Castle Holdings, LLC to acquire and
operate local television stations in the US, Bonten Media Group,
Inc. owns or has joint sales agreements and shared services
agreements with 14 primary and 28 digital multicast stations (5
ABC affiliates, 4 NBC, 5 FOX, 3 Univision/UniMas, and 3 CW among
others). Stations are located in eight small and mid-sized US
markets in DMAs ranked between #96 and #196 and include those
operated via JSA/JOA agreements with Esteem Broadcasting.
Headquartered in New York, NY, net revenues for the 12 months
ended December 31, 2012 totaled $65 million.


BUTLER ANIMAL: S&P Withdraws 'BB' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings on
Dublin, Ohio-based Butler Animal Health Supply LLC, including the
'BB' corporate credit rating, at the company's request.  The
rating withdrawal follows repayment of the company's external
debt.


CAESARS ENTERTAINMENT: Fully Satisfies Escrow Conditions
--------------------------------------------------------
Caesars Entertainment Corporation previously announced on its
current report on Form 8-K, dated Feb. 15, 2013, that Caesars
Operating Escrow LLC and Caesars Escrow Corporation, wholly owned
subsidiaries of Caesars Entertainment Operating Company, Inc., a
wholly owned subsidiary of the Company, completed the offering of
$1,500,000,000 aggregate principal amount of 9% senior secured
notes due 2020.

The Company further announced that pursuant to an escrow agreement
dated as of Feb. 15, 2013, among U.S. Bank National Association,
as escrow agent and securities intermediary, U.S. Bank National
Association, as trustee, under the Indenture, and the Escrow
Issuers, the Escrow Issuers deposited the gross proceeds of the
notes, together with additional amounts necessary to redeem the
notes, if applicable, into a segregated escrow account until the
date that certain escrow conditions were satisfied.  The escrow
conditions included, among other things, the assumption by the
Company of all obligations of the Escrow Issuers under the notes
and the receipt of all required regulatory approvals.

On March 27, 2013, the escrow conditions were satisfied, the CEOC
Assumption was consummated and the Bank Transactions were
consummated.

1. Supplemental Indenture and Senior Secured Notes due 2020

On March 27, 2013, pursuant to a supplemental indenture, dated as
of March 27, 2013, among the Company and the Trustee to the
indenture, dated as of Feb. 15, 2013, among the Escrow Issuers,
the Parent Guarantor and the Trustee, the Company assumed the
obligations of the Escrow Issuers under the notes and the
Indenture.  The notes mature on Feb. 15, 2020.  A copy of the
Supplemental Indenture is available at http://is.gd/coeM2n

2. Joinder to Registration Rights Agreement

On March 27, 2013, in connection with the CEOC Assumption, the
Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representative of the initial purchasers, entered into a joinder
to the registration rights agreement, dated as of Feb. 15, 2013,
among the Escrow Issuers, the Parent Guarantor and the
Representative, relating to, among other things, the exchange
offer for the notes and the related guarantee.  Pursuant to the
Joinder to the Registration Rights Agreement, the Company became a
party to the Registration Rights Agreement and agreed to be bound
by the terms thereof as if it had originally been a party thereto.
A copy of the Registration Rights Agreement Joinder is available
for free at http://is.gd/ojhCpX

3. Bank Amendment

On March 27, 2013, the Company consummated the previously
announced amendment to its senior secured credit facilities
pursuant to which the Company (i) used the net cash proceeds of
the notes to repay a portion of existing term loans at par, with
such repayment being applied: first, to all outstanding B-1, B-2
and B-3 term loans held by consenting lenders; second, to B-5 and
B-6 term loans held by consenting lenders, in an amount up to 20%
of the principal amount of the B-5 and B-6 term loans; and third,
if any proceeds remain outstanding, to outstanding term loans as
the Company elected in its discretion; (ii) increased the
accordion capacity under the senior secured credit facilities by
an additional $650 million; (iii) modified the calculation of the
senior secured leverage ratio for purposes of the maintenance test
under the senior secured credit facilities to exclude the notes;
and (iv) modified certain other provisions of the senior secured
credit facilities.  As part of the Bank Amendment, the Company
repaid approximately $1,433.3 million principal amount of term
loans of consenting lenders.  As part of the Bank Amendment, the
Company also obtained $75 million of extended revolving facility
commitments with a maturity of Jan. 28, 2017.  The effectiveness
of these new commitments is subject to regulatory approval.  A
copy of the Bank Amendment is available at http://is.gd/ABLSun

4. Joinder and Supplement to Intercreditor Agreement

On March 27, 2013, U.S. Bank National Association, as trustee
under the Indenture, U.S. Bank National Association, as second
priority agent, Bank of America, N.A., as credit agreement agent
and U.S. Bank National Association, as other first priority lien
obligations agent, entered into a joinder to the Intercreditor
Agreement, dated as of Dec. 24, 2008, among Bank of America, N.A.,
as credit agreement agent, U.S. Bank National Association, as
trustee, and each collateral agent for any future second lien
indebtedness from time to time party thereto.  A copy of the
Joinder to Intercreditor Pact is available at http://is.gd/fDpqK4

5. Other First Lien Secured Party Consent to the Collateral
Agreement

On March 27, 2013, U.S. Bank National Association entered into an
other first lien secured party consent to the Collateral
Agreement, as authorized representative, for persons who will
become secured parties under the collateral agreement dated as of
January 28, 2008, as amended and restated as of June 10, 2009,
among the Company, each subsidiary of the Company identified
therein as a party and Bank of America, N.A., as collateral agent.

Pursuant to the Other First Lien Secured Party Consent to the
Collateral Agreement, the notes will be secured on a first-
priority basis by substantially all of the assets of the Company
and the assets of the subsidiary pledgors, and the Authorized
Representative for the Collateral Agreement was authorized to
become a party to the Collateral Agreement on behalf of the New
Secured Parties under the Indenture and to act as the Authorized
Representative for the New Secured Parties.

6. Other First Lien Secured Party Consent to the Guaranty and
Pledge Agreement

On March 27, 2013, U.S. Bank National Association entered into an
other first lien secured party consent to the Guaranty and Pledge
Agreement, for persons who shall become secured parties under the
guaranty and pledge agreement dated as of Jan. 28, 2008, as
amended and restated as of June 10, 2009, among the Parent
Guarantor and the Collateral Agent.

Pursuant to the Other First Lien Secured Party Consent to the
Guaranty and Pledge Agreement, the Parent Guarantor guarantees
payment on the senior secured credit facilities and grants to the
Collateral Agent for the benefit of the secured parties a security
interest in all of its rights and title in the Collateral as
collateral security for prompt payment on the notes, the Existing
11.25% First Lien Notes, the Existing 8.5% First Lien Notes, the
Existing 9.0% First Lien Notes and the senior secured credit
facilities, and the Authorized Representative for the Guaranty and
Pledge Agreement was authorized to become a party to the Guaranty
and Pledge Agreement on behalf of the New Secured Parties under
the Indenture and to act as the Authorized Representative for the
New Secured Parties.

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

                        http://is.gd/57iMdR

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  The Company incurred a $823.30 million net
loss in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed $27.99 billion in total assets, $28.32 billion in total
liabilities and a $331.6 million total deficit.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.


CAESARS ENTERTAINMENT: Moody's Lowers Corp. Family Rating to Caa2
-----------------------------------------------------------------
Moody's Investors Service downgraded Caesars Entertainment
Corporation's Corporate Family Rating and Probability of Default
Rating to Caa2, and Caa2-PD, respectively. Moody's also downgraded
Caesars Entertainment Operating Company, Inc.'s first lien debt to
B3, its second lien debt to Caa3, and its unsecured guaranteed
notes and unsecured notes both to Ca. The rating outlook is
negative. The Speculative Grade Liquidity rating of SGL-3 is
unchanged.

"The downgrade of Caesars' ratings considers that its same store
EBITDA growth in 2012-2013 has failed to materialize to any
significant degree, and so Caesars' credit metrics have
deteriorated and its free cash flow deficit will be higher than
Moody's previous expectations," stated Moody's analyst Peggy
Holloway. Caesars has experienced a continuation of negative
gaming revenue trends so far in 2013 across most of the company's
major markets, as a longer lasting rebound in gaming demand has
been derailed again, this time by higher taxes that are reducing
consumers' discretionary income.

Moody's estimates that Caesars' will burn cash in fiscal 2013.
Assuming flat EBITDA, slightly higher cash interest, required debt
amortization of about $170 million, Moody's estimates Caesars will
burn about $300 million of its cash on hand plus whatever is spent
on capital expenditures (excluding separately financed development
projects). "While Caesars currently has sufficient cash on hand to
fund the expected deficit -- unrestricted cash is estimated to be
about $2.4 billion -- the elusive sustainable rebound in gaming
demand suggests Caesars may again pursue transactions that Moody's
would deem to be distressed exchanges particularly as the
expiration of the CMBS facility approaches in February 2015,"
added Holloway.

Rating Rationale:

Caesars' Caa2 Corporate Family Rating reflects the company's high
leverage and low coverage -- consolidated debt/EBITDA is about
13.6 times and consolidated EBITDA coverage of interest is
slightly less than one time -- along with the increasing
likelihood the company will pursue a transaction that Moody's
would deem to be a distressed exchange in the next two years to
address what Moody's believes is an unsustainable capital
structure.

The negative outlook reflects the challenging operating
environment and the anticipated reduction in liquidity as Moody's
expects Caesars' free cash flow deficit will widen in 2013.
Caesars' ratings could be downgraded if its liquidity position
deteriorates further or if gaming demand falls from current
levels. Upward rating action is unlikely in the absence of a
material deleveraging event resulting in a capital structure
Moody's would view as sustainable over the long-term.

Ratings downgraded and assessments updated:

Caesars Entertainment Corporation (Caesars)

Corporate Family Rating to Caa2 from Caa1

Probability of Default Rating to Caa2-PD from Caa1-PD

Caesars Entertainment Operating Company, Inc. (CEOC) and Harrah's
Operating Company, Inc. (Old)

Senior secured guaranteed revolving credit facility to B3 (LGD 2,
29%) from B2 (LGD 3, 30%)

Senior secured guaranteed term loans to B3 (LGD 2, 29%) from B2
(LGD 3, 30%)

Senior secured notes to B3 (LGD 2, 29%) from B2 (LGD 3, 30%)

Senior unsecured guaranteed by operating subsidiaries and Caesars
to Ca (LGD 6, 92%) from Caa3 (LGD 6, 92%)

Senior unsecured debt guaranteed by Caesars to Ca (LGD 6, 94%)
from Caa3 (LGD 6, 95%)

Harrah's Escrow Corporation and Caesars Operating Escrow, LLC
assumed by CEOC

Senior secured notes to B3 (LGD 2, 29%) from B2 (LGD 3, 30%)

Senior secured second priority notes to Caa3 (LGD 5, 79%) from
Caa2 (LGD 5, 81%)

Corner Investment Propco, LLC

$180 million Senior secured term loan to B3 (LGD 2, 29%) from B2
(LGD 3, 30%)

Octavius Borrower

$450 million senior secured term loan to B3 (LGD 2, 29%) from B2
(LGD 3, 30%)

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


CANADIAN ENERGY: S&P Assigns 'B' CCR & Rates C$200MM Notes 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' long-
term corporate credit rating to Calgary, Alta.-based consumable
chemical solutions provider Canadian Energy Services & Technology
Corp (CESTC).  The outlook is stable.  At the same time, Standard
& Poor's assigned its 'B' issue-level rating and '4' recovery
rating to CESTC's proposed C$200 million unsecured notes.  The '4'
recovery rating indicates S&P's expectation of average (30%-50%)
recovery for debtholders in a default scenario.

"The ratings reflect our view of the company's 'vulnerable'
business risk profile and 'aggressive' financial risk profile,"
said Standard & Poor's credit analyst Aniki Saha-Yannopoulos.  The
ratings also reflect S&P's view of CESTC's exposure in the highly
cyclical drilling industry, limited geographic diversity, and a
very competitive market.  S&P believes the revenue stability
associated with the production and specialty chemicals business
from recently acquired JACAM Chemical Co. Inc. and the company's
low capital spending requirements offsets the weaknesses somewhat.

CESTC is a small consumable chemical solutions provider operating
exclusively in Canada and the U.S.  It provides drilling fluids
and production and specialty chemicals to the oil and gas
industry.  CESTC recently acquired JACAM, which will provide CESTC
with access to the more stable production-oriented market, for
about US$240 million.  Pro forma the proposed refinancing, the
company will have about C$272 million in adjusted debt (S&P's
adjustments include about C$12 million in leases).

The stable outlook reflects S&P's view that CESTC's operations
will benefit from increased horizontal drilling activity in North
America and cross-selling opportunities following the JACAM
acquisition.  Because the company has limited debt on its balance
sheet and has flexibility in reducing capital expenditures if
needed; S&P assumes debt-to-EBITDA will remain below 3x through
2014.  At current EBITDA and debt, CESTC has sufficient debt
capacity to borrow the full commitment under its revolving credit
facilities without affecting the ratings.

A positive rating action, which S&P views unlikely in the near
term, would depend on an improving business risk profile.  For
example, if the company significantly increases its product
diversity and reduces its revenue exposure to the volatile
drilling cycle significantly, S&P could revise the business risk
profile to weak from vulnerable.  Moreover, S&P would also expect
debt-to-EBITDA to remain below 3x while the company improves its
competitive position.

S&P could take a negative rating action if it expects drilling
activity to fall significantly, CESTC is unable to maintain its
current EBITDA margins, and it appears leverage would rise and
stay above 6x during a cyclical trough.  This could occur if 2013
revenues are unchanged from 2012 levels but EBITDA margins are in
the 8%-10% range, lower than the current 16%.  Also, aggressive
financing of growth (for instance, through acquisitions) or
shareholder-friendly initiatives that increase leverage without
prospects for rapid deleveraging would lead S&P to revisit its
ratings and outlook.


CAPITOL BANCORP: Allowed to Infuse Capital to Bank Subsidiary
-------------------------------------------------------------
Judge Marci B. McIvor of the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, signed an order granting
Capital Bankcorp Ltd. and its affiliates authority, retroactive to
Feb. 15, 2013, to enter into a stock purchase agreement for a
subsidiary and for the sale of certain shares of stock.  The
Debtors are authorized to infuse the proceeds of the sale into
Sunrise Bank of Albuquerque.

Under the stock purchase agreement, the Debtors will sell their
remaining interest in Capital National Bank to generate $1.5
million in order to provide liquidity for Sunrise Bank to avoid
regulators from taking over the bank.

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., of Foley & Lardner LLP
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

Prepetition, the Debtor arranged a reorganization plan that was
accepted by the requisite majorities of creditors and equity
holders in all classes.  Problems arose when affiliates of
Valstone Partners LLC declined to proceed with a tentative
agreement to fund the reorganization by paying $50 million for
common and preferred stock while buying $207 million in face
amount of defaulted commercial and residential mortgages.


CAPITOL BANCORP: Incurs $1.6 Million Net Loss in Fourth Quarter
---------------------------------------------------------------
Capitol Bancorp Limited reported a net loss of $1.67 million on
$18.25 million of total interest income for the three months ended
Dec. 31, 2012, as compared with a net loss of $6.87 million on
$21.41 million of total interest income for the same period during
the prior year.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $27.42 million on $77.62 million of total interest income, as
compared with a net loss of $51.92 million on $94.72 million of
total interest income in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.61 billion
in total assets, $1.76 billion in total liabilities and a $144.11
million total deficit.

Capitol's Chairman and CEO Joseph D. Reid said, "Another quarter
of active management and resolution-oriented focus resulted in net
loan charge-offs of $1.8 million for the fourth quarter of 2012, a
significant decrease from $13.4 million for the corresponding
period of 2011.  In addition, for the fourth quarter of 2012,
(excluding the effect of affiliate divestitures), total
nonperforming loans have declined 7 percent and total
nonperforming assets have fallen 8 percent on a linked-quarter
basis (declining almost 40 percent and 32 percent, respectively,
from year-end 2011 totals).  This continued decline is encouraging
and we perceive these trendlines as an indication of continued
improving fundamentals and a validation of the assumptions
underlying Capitol's restructuring plan."

A copy of the press release is available for free at:

                        http://is.gd/Xtc1CI

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., of Foley & Lardner LLP
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Debtor's plan would exchange debt and trust-preferred
securities for equity.  Holders of $6.8 million in senior notes
would see a full recovery by receipt of new stock.  Holders of
$151.3 million in trust-preferred securities would take equity
worth $50 million, for a one-third recovery.  Holders of $5
million in preferred stock would have a 20% recovery from new
equity, while common stockholders would take stock worth
$15 million.


CELL THERAPEUTICS: Final Derivative Settlement Hearing on May 31
----------------------------------------------------------------
Cell Therapeutics, Inc., provided notice of a hearing relating to
the Stipulation of Settlement for the previously-disclosed
consolidated shareholder derivative action litigation, In re Cell
Therapeutics, Inc. Derivative Litigation, Case No. C10-564 MJP
between plaintiffs, Cell Therapeutics, Inc., and certain of its
current directors.  Preliminary approval of the Stipulation of
Settlement was previously reported on the current report on Form
8-K filed by the Company on Dec. 31, 2012.

A hearing will be held before the Honorable Marsha J. Pechman in
the United States District Court for the Western District of
Washington in Seattle on May 31, 2013, at 2:00 p.m. to determine:

   (i) whether the Settlement of the Action on the terms and
       conditions provided for in the Stipulation of Settlement is
       fair, reasonable, and adequate to the Company and Current
       CTI Shareholders, and should be finally approved by the
       Court;

  (ii) whether the Notice fully satisfied the requirements of Rule
       23.1 and the requirements of due process;

(iii) whether a Judgment should be entered, dismissing the Action
       with prejudice;

  (iv) whether all Released Claims against the Released Persons
       should be fully and finally released;

   (v) the amount of attorneys' fees and expenses to be paid to
       Plaintiffs' Counsel for their efforts in connection with
       the litigation;

  (vi) whether, and in what amount, the Plaintiffs are entitled to
       incentive awards for their efforts in connection with the
       litigation; and

(vii) to rule upon those other matters as the Court may deem
       appropriate.

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$36.17 million in total assets, $32.60 million in total
liabilities, $13.46 million in common stock purchase warrants, and
a $9.89 million total shareholders' deficit.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CELL THERAPEUTICS: Secures $15 Million Loan Financing Agreement
---------------------------------------------------------------
Cell Therapeutics, Inc., has entered into a loan agreement with
Hercules Technology Growth Capital, Inc., providing for a senior
secured term loan of up to $15 million.

"The proceeds from this loan facility are expected to provide us
with additional operating capital to advance our Phase 3 clinical
development programs," said James A. Bianco, M.D., president and
CEO of CTI.  "Our primary focus remains on our near-term strategic
goals of completing the Phase 3 studies of pacritinib in patients
with myelofibrosis, driving adoption of PIXUVRI(R) in Europe and
securing non-equity based operating capital through strategic
partnerships."

The first $10 million of the term loan was funded at closing, and
the remaining $5 million is available at CTI's option at any time
from November 30 through Dec. 15, 2013, subject to the
satisfaction of certain conditions.  The term loan is repayable
over 42 months after closing, including an initial interest-only
period of 12 months after closing.  CTI granted Hercules warrants
to purchase shares of common stock in an amount of up to 5 percent
of the total loan commitment.  Further information with respect to
the loan agreement with Hercules is available for free at:

                        http://is.gd/75PdoQ

A copy of the Loan and Security Agreement is available at:

                        http://is.gd/4r3gyk

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$36.17 million in total assets, $32.60 million in total
liabilities, $13.46 million in common stock purchase warrants, and
a $9.89 million total shareholders' deficit.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CENTRAL EUROPEAN: Asks US Court to Hold Plan Confirmation Mid-May
-----------------------------------------------------------------
Central European Distribution Corporation has sought bankruptcy
protection to implement a restructuring plan that relies on a
"contribution of enormous value" by Roust Trading Ltd., the
largest stakeholder and owner of 19.5% of the outstanding common
stock.

Under the prepackaged Chapter 11 plan, Roust Trading, the holding
company of the Russian Standard Group of Companies and controlled
by Russian businessman Roustam Tariko, will obtain 100% ownership
of the reorganized CEDC.

CEDC is asking the U.S. Bankruptcy Court to convene a hearing to
consider confirmation of the Plan in approximately 35 days (second
week of May).

Christopher S. Sontchi will convene a hearing today, April 9,
2013, at 10:00 a.m., to consider approval of the first day motions
of Central European Distribution Corporation.  The Debtors have
filed, among other things, motions to:

  -- pay employee wages and benefits;
  -- maintain their existing bank accounts;
  -- extend by 44 days the deadline to file schedules of assets
     and liabilities and statement of financial affairs.

CEDC says it's important the Company brings its formal
restructuring to a successful conclusion relatively quickly.  It
notes that while none of its Polish, Hungarian or Russian
operating subsidiaries is subject to any insolvency proceedings,
chapter 11 is a concept that is very alien to CEDC's non-U.S.
employees, vendors and local credit support providers.

CEDC is one of the world's largest vodka producers, and is the
largest integrated spirit beverages business by total volume in
Central and Eastern Europe.  Founded in Poland in 1990, CEDC said
it faced a series of challenges immediately after entering the
Russian market.  Three major acquisitions -- Russian Alcohol
Group, Whitehall Group, and Copecresto Enterprises Limited -- were
made before and during the worst years of the financial crisis,
which hit Russia more severely than other countries.

CEDC explains in court filings that it received alternative
proposals from (i) Dr. Mark Kaufman, the former owner of the
Whitehall Group and a veteran of the spirit business in Russia,
(ii) A1 Investment Company, a member of the Alfa Group, one of the
largest and most successful industrial and financial groups in
Russia whose affiliate, Alfa Bank, is the largest private bank in
Russia and one of the Company's largest providers of excise tax
guarantees, and (iii) SPI Group, a leader in the production and
distribution of spirits and alcoholic beverages worldwide.

However, the proposal offered by the consortium formed by Kaufman,
A1 and SPI offered collective recoveries that were less than those
offered under the Roust-backed restructuring.  CEDC also said that
the consortium proposal also contemplated a pre-negotiated, rather
than a pre-packaged, plan of reorganization, whereas the Roust-
backed restructuring is being implemented through a prepackaged
proceeding.

                         Capital Structure

CEDC had total assets of $1.98 billion and total liabilities of
$1.74 billion as of Sept. 30, 2012.  The Debtors and their non-
debtor operating subsidiaries organized under the laws of Poland,
Russia, and several other nations collectively are obligors on
three primary sets of debt obligations:

    * Debtor CEDC is obligated on $262 million outstanding amount
of 3% Convertible Notes due March 15, 2013 -- Existing 2013 Notes
-- which were used to partly fund the cash portions of the
acquisitions of the Whitehall Group and Copecresto Enterprises
Limited.

    * CEDC Finance Corporation International Inc. (CEDC FinCo), a
wholly owned (through CEDC Finance Corporation LLC (CEDC FinCo
LLC)) subsidiary of CEDC, is an obligor on $380 million
outstanding principal amount of 9.125% Senior Secured Notes due
Dec. 1, 2016 and EUR430 million outstanding principal amount of
8.875% Senior Secured Notes due Dec. 1, 2016 -- Existing 2016
Notes.  The outstanding amount of the Existing 2016 Notes in U.S.
dollars is $982 million.

   * Certain of the operating subsidiaries, including those in
Poland and Russia, are party to several, credit support
obligations, facilities and guarantee arrangements provided by
several local lenders in those jurisdictions.  These obligations
include factoring lines and revolving and term lines of credit in
the amount of $80.5 million and significant guarantees in the
amount of $696 million that support the Company's obligation to
collect and remit excise and other taxes to regulatory authorities
in Russia.

The Debtors also have $50 million in secured debt under the RTL
Credit Facility Agreement dated March 1, 2013.  The Debtors also
owe $20 million on account of unsecured notes issued by CEDC to
RTL pursuant to a Securities Purchase Agreement dated April 23,
2012.

None of the credit support obligations of CEDC's Polish, Russian
or other operating subsidiaries is being restructured in the
chapter 11 cases.

                      100% Shareholder

In exchange for its receipt of 100% of the equity of reorganized
CEDC, Roust Trading is contributing $277 million of value
comprised of (i) its $172 million in cash to be paid to holders of
the Existing 2016 Notes, (ii) the $25 million in cash and
$30 million in secured notes being provided to holders of the
Existing 2013 Notes, and (iii) the conversion of the RTL Credit
Facility to equity.

In addition, Roust Trading is agreeing to compromise its $124.4
million of unsecured claims, including (i) approximately $102.6
million in principal amount of Existing 2013 Notes it holds, (ii)
$20 million in RTL Notes it holds and (iii) $1.8 million in
accrued interest on unsecured claims in (i) and (ii) calculated
through March 15, 2013.

Holders of Existing 2016 Notes will receive total consideration of
at least $822 million with respect to their claims, which total
$982.2 million in U.S. dollars.  This minimum consideration of
$822 million is comprised of $172 million in cash, $450 million
(plus certain accrued but unpaid interest) in New Secured Notes,
and $200 million in New Convertible Notes that together will
afford holders of Existing 2016 Notes a minimum estimated recovery
of approximately 83.7%.

Holders of Existing 2013 Notes other than Roust Trading who
participate in the Roust Trading offer will receive total
consideration of $55 million, comprised of $25 million in cash and
$30 million in secured notes issued by Roust Trading, thereby
affording the holders an estimated recovery of 35.4%.

Holders of Existing 2013 Notes that do not participate in Roust
Trading's offer will receive their proportionate share of $16.9
million in cash under the Plan (shared with the RTL Notes).
Holders of Existing 2013 Notes that participate in Roust Trading's
offer will not receive a distribution under the Plan.

The restructuring will result in the elimination of approximately
$665.2 million in debt from CEDC and CEDC FinCo's balance sheets,
comprised of (i) the reduction of approximately $332.2 million in
debt represented by the Exiting 2016 Notes; (ii) the elimination
of the full outstanding balance of the Existing 2013 Notes of
approximately $262 million and the $20.3 million of RTL Notes; and
(iii) the conversion to equity of the $50.7 million RTL Credit
Facility.

                        Prepack Plan

A summary of the treatment provided by the Plan to each Class of
Claims against and Interests in the Debtors:

                                      Impairment/
  Class  Designation                  Entitled to Vote   Recovery
  -----  -----------                  ----------------   --------
   1     Priority Non-Tax Claims      Unimpaired/           100%
                                      Not Voting
                                      (Deemed to accept)

   2     Existing 2016 Notes Claims   Impaired/ Yes        83.7%

   3     RTL Credit Facility Claims   Impaired/ Yes        70.5%

   4     Other Secured Claims         Unimpaired/ No
                                      (Deemed to accept)    100%

   5     Unsecured Notes Claims       Impaired/ Yes         6.0%

   6     General Unsecured Claims     Unimpaired/ No        100%
                                      (deemed to accept)

   7     Intercompany Claims          Impaired/ No            0%
                                      (deemed to reject)

   8     Subordinated 510(b) Claims   Impaired/ No            0%
                                      (deemed to reject)

   9     Existing Common Stock        Impaired/ No            0%
                                      (deemed to reject)

   10    Intercompany Interests       Unimpaired/ No        100%
                                      (deemed to accept)

Voting on the Plan closed April 4, 2013.  According to the
official vote tabulation prepared by CEDC's voting and information
agent, impaired creditors have voted overwhelmingly to accept the
Plan.  In particular, 95% of all Existing 2013 Notes were voted.
The Plan was accepted by approximately 99% in number and 99.99% in
amount of those Existing 2013 Notes that voted on the Plan. The
95% of all Existing 2016 Notes were voted.  Approximately 97% in
number and 97% in amount of those Existing 2016 Notes that voted
on the Plan voted to accept the Plan.

In addition, as part of the restructuring of the Existing 2016
Notes, CEDC FinCo sought the consent from holders of Existing 2016
Notes to certain amendments to the indenture governing such Notes
to, among other things, provide for the release of all of the
liens on the collateral securing the Existing 2016 Notes and all
Operating Subsidiary guarantees of the Existing 2016 Notes.
According to the official consent tabulation prepared by the
Company's tabulation agent, CEDC FinCo received the requisite
consent of almost 95% of holders of Existing 2016 Notes necessary
to effect these amendments.

A copy of the Chapter 11 Plan is available for free at:

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

A copy of the Disclosure Statement is available for free at:

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

A copy of the affidavit detailing the events preceding the
bankruptcy filing is available for free at:

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

         Foreign Units Not Affected by U.S. Bankruptcy

CEDC reiterates that its subsidiaries in Poland, Russia, and
several other nations are "fundamentally sound, profitable and
will continue to operate in the ordinary course of business."  The
local subsidiaries are not part of the Chapter 11 filing.

CEDC says it will continue honoring all of its obligations to
vendors, employees, and local credit support providers in the
ordinary course of business, without interruption.

                            About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

On April 7, 2013, CEDC and two subsidiaries sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-10738) with a prepackaged Chapter 11 plan that
will reduce debt by $665.2 million.

Attorneys at Skadden, Arps, Slate, Meagher & Flom LLP serve as
legal counsel to the Debtor.  Houlihan Lokey is the investment
banker, and Alvarez & Marsal will provide the chief restructuring
officer.  GCG Inc. is the claims and notice agent.


CENTRAL EUROPEAN: Seeks Approval for EY Poland as Auditors
----------------------------------------------------------
Central European Distribution Corp. seeks authority to employ
Ernst & Young Audit sp. z o.o. as auditors, nunc pro tunc to the
Petition Date.

The Debtors have employed EY Poland as their auditor since
March 29, 2011.  Postpetition, EY Poland will provide audit
services as EY Poland and the Debtors shall deem appropriate and
necessary in the course of the chapter 11 cases, including:

   (a) audit and report on the Debtors' consolidated financial
statements for the year ended December 31, 2012 and audit its
internal control over financial reporting; and

   (b) audit and report on the effectiveness of the Debtors'
internal control over financial reporting as of December 31, 2012.

The Debtors are seeking expedited approval of the retention of E&Y
on shortened notice, to be heard shortly following the Petition
Date.  Specifically, CEDC's annual report on Form 10-K was due to
be filed with the Securities Exchange Commission on March 18,
2013.

Due to the resources required of the Debtors and their management
in regard to the restructuring transactions contemplated by the
Plan and Offering Memorandum and Disclosure Statement, as well as
deeper audit procedures following the 2012 financial restatement,
CEDC was unable to timely file its Annual Report.

CEDC expects to complete its audit procedures and associated
Annual Report as soon as possible after the Petition Date.  In
order to file its Annual Report, CEDC requires an audit opinion
issued by E&Y.  E&Y cannot issue the required audit opinion unless
they are retained in these cases.  The prompt filing of the Annual
Report is of utmost importance and urgency for CEDC, as CEDC is no
longer in compliance with its SEC reporting obligations in this
regard.  Moreover, CEDC cannot file a definitive proxy statement
and hold its delayed annual general meeting until the filing of
the Annual Report.

EY Poland's fees for services performed under the Engagement
Letter are charged on an hourly-rate basis:

   Title                                   Rate
   -----                                   ----
   Partner                               $1,150
   Senior Manager (Capital Markets)      $1,000
   Senior Manager (Audit)                  $560
   Manager                                 $520
   Senior                                  $290
   Assistant                               $150

EY Poland discloses it has retained the law firm Latham & Watkins
LLP in connection with its retention and fee applications in the
Chapter 11 cases, and that EY Poland will request reimbursement of
Latham's fees and expenses from the Debtors' estates.

                            About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

On April 7, 2013, CEDC and two subsidiaries sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-10738) with a prepackaged Chapter 11 plan that
reduces debt by $665.2 million.

Attorneys at Skadden, Arps, Slate, Meagher & Flom LLP serve as
legal counsel to the Debtor.  Houlihan Lokey is the investment
banker.  Alvarez & Marsal will provide the chief restructuring
officer. GCG Inc. is the claims and notice agent.


CENTRAL EUROPEAN: Proposes to Assume RTL Investment Agreement
-------------------------------------------------------------
Roust Trading has agreed to convert its secured debt claims
against Central European Distribution Corp. into equity in
reorganized CEDC, and contribute additional value to the Debtors'
creditors in the form of cash and notes.  In connection with the
contemplated restructuring, CEDC and Roust Trading entered into a
Securities Purchase Agreement, which became effective March 8,
2013, when executed by JSC "Russian Alcohol Group".

Under the RTL Investment Agreement, Roust Trading has agreed to
invest $172 million in CEDC and terminate the $50 million RTL
Credit Facility in exchange for equity in reorganized CEDC.  The
RTL Investment represents, in the aggregate, at least $222,000,000
of value to the Debtors.

The RTL Investment Agreement includes a "fiduciary out" provision,
providing that CEDC's Board of Directors may, in response to a
"Superior Proposal", cause CEDC to terminate the RTL Investment
Agreement.  As a result of the inclusion of the fiduciary out
provision and for the other consideration provided under the RTL
Investment Agreement, Roust Trading is entitled to certain
termination fees, expense reimbursement and other protections.

Specifically, the RTL Investment Agreement provides for:

   (a) Payment of a $10,000,000 break-up, which equals 4.5% of the
total consideration, payable under certain conditions, including
termination in connection with a "superior proposal", and

   (b) Payment of all out-of-pocket costs and expenses reasonably
incurred by Roust Trading and its affiliates in connection with
the transactions contemplated under the RTL Investment Agreement,
including reasonable fees, costs, and expenses of Roust Trading's
outside counsel and other professionals retained by Roust Trading,
provided, however, that any transaction expenses owed to Roust
Trading following termination of the Investment Agreement will be
capped at an aggregate amount of $3,500,000.

Moreover, the RTL Investment Agreement provides that CEDC and JSC
"Russian Alcohol Group", a non-Debtor Operating Subsidiary that is
jointly and severally obligated on CEDC's obligations under the
RTL Investment Agreement, will jointly and severally indemnify and
hold harmless Roust Trading and other related persons from and
against any and all losses claims, damages, liabilities, and
reasonable expenses.

While the Debtors are filing a motion on the "first day" of these
cases to approve the RTL Investment Agreement, the Debtors are not
seeking to have such relief heard or approved at the "first day"
hearing in these cases; rather the RTL Investment Agreement
requires only that a final order approving the RTL Investment
Agreement be entered no later than 35 days after the Petition
Date.

                            About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

On April 7, 2013, CEDC and two subsidiaries sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-10738) with a prepackaged Chapter 11 plan that
reduces debt by $665.2 million.

Attorneys at Skadden, Arps, Slate, Meagher & Flom LLP serve as
legal counsel to the Debtor.  Houlihan Lokey is the investment
banker.  Alvarez & Marsal will provide the chief restructuring
officer. GCG Inc. is the claims and notice agent.


CENTRAL EUROPEAN: Proposes GCG as Claims Agent
----------------------------------------------
Central European Distribution Corporation and its affiliates have
numerous record holders of securities, creditors, and other
parties in interest whom the Debtors or the office of the Clerk of
the United States Bankruptcy Court for the District of Delaware
must serve various notices, pleadings and other documents filed in
these cases.  To relieve the Clerk of these burdens, the
Debtors seek to engage The Garden City Group, Inc., as noticing
and claims agent in these chapter 11 cases.

The Debtors also seek authority to employ GCG as voting agent and
special noticing agent in these chapter 11 cases.  GCG rendered
services in connection with the out-of-court exchange offers, the
consent solicitation, and the solicitation of votes for the Plan
prior to the commencement of the chapter 11 cases.  A
representative of GCG is prepared to testify competently to the
facts regarding the solicitation of votes on the Plan and the
tabulation of such votes, if called upon to do so.

GCG has agreed to provide services at its discounted hourly rates
and cap the highest hourly rate at $295:

   Position                                Discounted Rate
   --------                                ---------------
Administrative and Claims Control            $45 to $55
Project Administrators                       $70 to $85
Quality Assurance Staff Consultant           $80 to $125
Project Supervisors                          $95 to $110
Systems, Graphic Support & Tech Staff       $100 to $200
Project Managers and Sr. Project Managers   $125 to $175
Directors and Asst. Vice Presidents         $200 to $295
Vice Presidents and above                       $295

For its noticing services, GCG will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For its claims
administration services, GCG will charge $0.15 per claim for
association of claimants' names and addresses to the database, and
will bill at its discounted hourly rates for processing of claims.
For its contact services, GCG's live customer service
representatives will charge $0.95 per minute.

                            About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

On April 7, 2013, CEDC and two subsidiaries sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-10738) with a prepackaged Chapter 11 plan that
reduces debt by $665.2 million.

Attorneys at Skadden, Arps, Slate, Meagher & Flom LLP serve as
legal counsel to the Debtor.  Houlihan Lokey is the investment
banker.  Alvarez & Marsal will provide the chief restructuring
officer. GCG Inc. is the claims and notice agent.


CENTRAL EUROPEAN: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 petitions:

     Debtor                                    Case No.
     ------                                    --------
Central European Distribution Corporation      13-10738
  aka CEDC
  3000 Atrium Way, Suite 265
  Mt. Laurel, NJ 08054
CEDC Finance Corporation, LLC                  13-10739
CEDC Finance Corporation International, Inc.   13-10740

Chapter 11 Petition Date: April 7, 2013

Court: U.S. Bankruptcy Court
       District of Delaware

Judge: Hon. Christopher S. Sontchi

Debtors' Counsel:       Mark S. Chehi, Esq.
                        Sarah E. Pierce, Esq.
                        SKADDEN ARPS SLATE MEAGHER & FLOM LLP
                        One Rodney Square, P.O. Box 636
                        Wilmington, DE 19899-0636
                        Tel: 302 651-3000
                        Fax: 302-651-3160

                             - and -

                        Jay M. Goffman, Esq.
                        Mark A. McDermott, Esq.
                        SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                        Four Times Square
                        New York, NY 10036-6522
                        Tel: (212) 735-3000
                        Fax: (212) 735-2000

Debtors' Invesment
Banker:                 HOULIHAN LOKEY INC.

Debtors' Restructuring
Advisor:                ALVAREZ & MARSAL

Debtors' Auditors:      ERNST & YOUNG AUDIT SP Z O.O.

Debtors' Claims &
Noticing Agent:         GCG INC.

Counsel to the Ad Hoc
Consortium of
3% Convertible
Senior Notes:           William P. Bowden, Esq.
                        Karen B. Skomorucha Owens, Esq.
                        ASHBY & GEDDES, P.A.
                        500 Delaware Avenue, 8th Floor
                        P.O. Box 1150
                        Wilmington, DE 19899-1150
                        Telephone: (302) 654-1888
                        Facsimile: (302) 654-2067
                        E-mail: wbowden@ashby-geddes.com
                                kowens@ashby-geddes.com

                             - and -

                        Robert J. Stark, Esq.
                        John F. Storz, Esq.
                        Gordon Z. Novod, Esq.
                        BROWN RUDNICK LLP
                        Seven Times Square
                        New York, NY 10036
                        Telephone: (212) 209-4800
                        Facsimile: (212) 209-4801

Total Assets at Sept. 30, 2012: $1,980,166,000

Total Liabilities at Sept. 30, 2012: $1,739,936,000

The petitions were signed by Grant Winterton, CEDC's CEO.

List of CEDC's Unsecured Creditors Holding the 30 Largest
Unsecured Claims:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
The Bank of New York Mellon      Convertible       $257,858,000
(Indenture Trustee for the       Senior Unsecured
2013 Convertible Senior          Notes (Indenture
Unsecured Notes (Record          Trustee)
Holder))
Attn: Sara Assasi
One Canada Square, 40th Floor
London E14 5AL
United Kingdom
Email: Sara.Assasi@BNYMellon.com
Tel: +44(0)207-964-2536
Fax: +44(0)207-964-5781

JPMorgan Chase Bank, NA          Convertible       $114,090,000
Attn: Information Services       Senior Unsecured
I4201 Dallas Pkwy I JIP          Notes (Record
Dallas, TX 75254                 Holder)
Email: jpmorganinformation.services@jpmorgan.com
       Rebecca.a.barron@jpmorgan.com
       Usso.Proxy.Team@jpmorgan.com
       DRIT@euroclear.com
       Tel: 469-477-5099

State Street Bank and Trust Co.  Convertible        $28,147,000
c/o Corp. Actions & Global       Senior Unsecured
Services                         Notes (Record
1776 Heritage Dr. Bldg JAB5E     Holder)
No Quincy, MA 02171
E-mail: USCAResearch@statestreet.com
ProxyOPS@statestreet.com
Tel: 617-985-1136

JPMorgan Clearing Corp.          Convertible        $21,322,000
Attn: Paul Romero Zamudio
and Stephen Maner
3 Chase Metrotech Center
Proxy Dept/NY 1-H034
Brooklyn, NY 11245
Email: Raul.ZamudioRomero@JPMorgan.com
       Stephen.D.Maner@JPMorgan.com
Tel: 347-643-2302
Fax: 347-643-4625

Goldman Sachs                    Convertible        $17,069,000
Execution & Clearing             Senior
Attn: Anthony Bruno              Unsecured
Vice President                   Notes (Record
Proxy Department                 Holder)
30 Hudson Street
Jersey City, NJ 07302
E-mail: GS-AS-NY-PROXY@gs.com
        Anthony.C.Bruno@gs.com
Tel: 212-357-2134
Fax: 212-256-4020

Deutsche Bank                    Convertible        $11,270,000
Securities Inc.                  Senior Unsecured
Attn: Joe Varga                  Notes (Record
Corporate Actions                Holder)
5022 Gate Parkway Suite 200
Jacksonville, FL 32256
Email: Sara.Batten@db.com
       Willie.Obregon@db.com
       US.Eventmanagement@db.com
       Jaxca.Notifications@db.com
       ASUAnnouncements.americas@db.com
       Tel: 904-527-6351
       Fax: 904-527-6338

UBS Securities LLC               Convertible         $9,170,000
Attn: Michael Marciano
480 Washington Blvd.
Jersey City, NJ 07310
Email: Gregory.contaldi@ubs.com
       eventmanagement@ubsc.com
Tel: 201-793-6684

Citigroup Global Markets Inc.    Convertible         $9,165,000
Attn: Miguel Minguez             Senior Unsecured
111 Wall Street                  Notes (Record
21st Floor                       Holder)
New York, NY 10005
Email: Miguel.m.minguez@citi.com
Tel: 212-657-0434

Barclays Capital Inc.            Convertible         $7,459,000
Attn: Asset Services/Corporate   Senior Unsecured
Actions                          Notes (Record
70 Hudson Street, 7th Floor      Holder)
Jersey City, NJ 07302
Email: NYVoluntary@barclays.com
       CAEventcreationUS@barclays.com
       CANotificationsUS@barclays.com
       NYCorpactions@barclays.com
       CorporateactionsU@barclays.com
       GLaurella@barclayscapital.com
Tel: 201-499-8375

BNP Paribas Prime Brokerage Inc  Convertible         $6,263,000
Attn: Dean Galli                 Senior Unsecured
525 Washington Blvd, 9th Floor   Notes (Record
Jersey City, NJ 07310            Holder)
Email: Gene.banfi@us.bnpparibas.com
       NYK_DG_Corporate_Actions@us.bnpparibas.com
Tel: 201-850-5287
Fax: 201-850-4626

JPMorgan Chase Bank NA           Convertible         $3,875,000
Attn: Philip Roy                 Senior Unsecured
Vice President                   Notes (Record
14201 Dallas Parkway
12th Floor
Dallas, TX 75254
Email: CTC.Security.OPS@jpmorgan.com
       Philip.C.Roy@jpmorgan.com
Tel: 469-477-1558

Goldman Sachs International      Convertible         $3,500,000
Attn: Reorg Department           Senior Unsecured
30 Hudson Street, 4th Floor      Notes (Record
Jersey City, NJ 07302            Holder)
E-mail: GS-AS-NY-REORG@gs.com
        Newyorkreorg@ny.email.gs.com
        Tristan.Harvin@gs.com
Tel: 212-357-6221

Credit Suisse Securities         Convertible         $3,275,000
(USA) LLC                        Senior Unsecured
Attn: Anthony Milo               Notes (Record
Vice-President                   Holder)
7033 Louis Stephens Dr
Research Triangle Park, NC 27709
Email: Anthony.milo@credit-suisse.com
Tel: 212-538-9651
Fax: 212-322-2512

The Bank of New York Mellon      Convertible         $3,265,000
525 William Penn Place           Senior Unsecured
3rd Floor                        Notes (Record
Pittsburgh, PA 15259             Holder)
Email: pgheventcreation@bnymellon.com
       Michael.kania@bnymellon.com
Tel: 412-236-7827
Fax: 412-234-8430

BNP Paribas Prime Brokerage Inc  Convertible         $2,495,000
Attn: Dean Galli                 Senior Unsecured
525 Washington Blvd, 9th Floor   Notes (Record
Jersey City, NJ 07310            Holder)
Tel: 201-850-5287
Fax: 201-850-4626

Dewey & LeBoeuf LLP              Legal fees          $2,450,000
1271 Avenue of the Americas
Suite 4300
New York, NY 10020

With a copy:

Togut, Segal & Segal LLP
Attn: Albert Togut
Attorneys for the Debtor
One Penn Plaza, Suite 3335
New York, NY 10119
Tel: 212-594-5000
Fax: 212-967-4258

With a copy:

Alan M. Jacobs, as liquidating
Trustee for Dewey & LeBoeuf
Liquidation Trust
AMJ Advisors LLC
999 Central Avenue, Suite 208
Woodmere, New York 11598
Tel: 516-791-1100
Fax: 212-937-2300
E-mail: alanmjacobs@amjadvisors.com

Pershing LLC                     Convertible         $1,945,000
Attn: Al Hernandez or            Senior Unsecured
Christopher Vargus               Notes (Record
Corporate Actions                Holder)
1 Pershing Plaza
Jersey City, NJ 09399
Email: AHernandez@pershing.com
       CVArgus@pershing.com
Tel: 201-413-2446
Fax: 201-413-5263

Merrill Lynch Pierce Fenner      Convertible         $1,780,000
& Smith Inc.                     Senior Unsecured
c/o Bank of America              Notes (Record
Attn: Catherine Changco          Holder)
4804 Deer Lake Dr. E
Mail Code: FL9-803-04-04
Jacksonville, FL 32246
Email: Catherine.changco@baml.com
       CPActionslitigation@ml.com
Tel: 904-418-5452

Jefferies & Company Inc.         Convertible         $1,772,000
Attn: Robert Maranzano           Senior Unsecured
Harborside Financial Center      Notes (Record
705 Plaza 3                      Holder)
Jersey City, NJ 07311
Email: Rmaranzano@jefferies.com
Tel: 201-761-4034
Fax: 201-221-7907

Barclays Capital Inc             Convertible         $1,650,000
Asset Services/Corporate         Senior Unsecured
Actions Level                    Notes (Record
770 Hudson Street                Holder)
Jersey City, NJ 07302
Email: NYCorpactions@barclays.com
       NYvoluntary@barclays.com
Tel: 201-419-8119

National Financial Services LLC  Convertible         $1,620,000
Attn: Corporate Actions          Senior Unsecured
499 Washington Blvd              Notes (Record
5th Floor                        Holder)
Jersey City, NJ 07310
Email: reorganization@fmr.com
Tel: 866-755-6372
Fax: 508-362-5808

BMO Nesbitt Burns Inc.           Convertible         $1,250,000
Attn: Lila Mohamed/              Senior Unsecured
Louise Torangeau                 Notes (Record
Corporate Actions Dept.          Holder)
1 First Canadian Place 13th Fl
Toronto, ON M5X 1H3
Canada
Tel: 416-552-7073
Fax: 416-359-6755

Goldman Sachs                    Convertible         $1,030,000
Attn: Reorg Department           Senior Unsecured
30 Hudson Street, 4th Fl         Notes (Record
Jersey City, NJ 07302            Holder)
Email: GS-AS-NY-REORG@gs.com
       Newyorkreorg@ny.email.gs.com
Tel: 212-357-6221

Brown Brothers Harriman & Co.    Convertible           $960,000
Attn: Michael Abbot              Senior Unsecured
525 Washington Blvd.             Notes (Record
New Port Towers                  Holder)
Jersey City, NJ 07302
Email: Michael.abbott@bbh.com
       Luke.hathaway@bbh.com
       Ernest.chan@bbh.com
Tel: 201-418-5877

RBC Capital Markets LLC          Convertible           $906,000
Attn Steve Schafer Sr. Assoc.    Senior Unsecured
Corp Actions or Proxy/Reorg      Notes (Record
Dept.                            Holder)
60 S. 6th St.
Minneapolis, MN 55402
Email: reorgmailgroup@relico.com
       Steve.schaffer@rbc.com
Tel: 612-607-8501
Fax: 612-607-8501

RR Donnelley & Sons Company      Trade Payable         $714,409
Attn: Thomas J. Quinlan
111 South Wacker Dr
Chicago, IL 60606-4301
Tel: 312-326-8000
Fax: 312-326-8001

Union Bank of California NA      Convertible           $660,000
Attn: Maria Bragge Supervisor    Senior Unsecured
350 California Street            Notes (Record
8th Floor                        Holder)
San Francisco, CA 94104
Email: maria.bragge@uboc.com
       Paul.liu@unionbank.com
Tel: 415-705-7411

Morgan Stanley Smith Barney LLC  Convertible           $594,000
Attn: Suzanne Mundle             Senior Unsecured
Harborside Financial Center      Notes (Record
Plaza 2, 7th Floor               Holder)
Jersey City, NJ 07311
Email: David.Safran@mssb.com
Tel: 201-830-8785

First Clearing LLC               Convertible          $540,000
Attn: Matt Buettner              Senior Unsecured
Or Matt Oppelt                   Notes (Record
One North Jefferson St           Holder)
St. Louis, MO 63103
Email: matt.buettner@wfadvisors.com
       Matt.oppelt@firstclearing.com
Tel: 314-955-3285

Charles Schwab & Co. Inc.        Convertible           $491,000
Attn: Marlene Giaconia/          Senior Unsecured
Nancy Brim                       Notes (Record
PHXPeak 01-1B551                 Holder)
2423 E Lincoln Dr
Phoenix, AZ 85016
Email: nancy.brim@schwab.com
       Marlene.giaconia@schwab.com
       Michael.wibrew@schwab.com
Tel: 602-355-3721


CENTRAL VALLEY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Central Valley Shoring, Inc.
        3951-A Fruitvale Avenue
        Bakersfield, CA 93308

Bankruptcy Case No.: 13-12358

Chapter 11 Petition Date: April 2, 2013

Court: U.S. Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Fredrick E. Clement

Debtor's Counsel: Leonard K. Welsh, Esq.
                  4550 California Avenue, 2nd Floor
                  Bakersfield, CA 93309
                  Tel: (661) 328-5328

Scheduled Assets: $2,848,851

Scheduled Liabilities: $1,557,615

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/caeb13-12358.pdf

The petition was signed by Jose Martinez, president.


CIRCLE ENTERTAINMENT: Incurs $13.8 Million Net Loss in 2012
-----------------------------------------------------------
Circle Entertainment Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $13.89 million on $0 of revenue for the year ended
Dec. 31, 2012, as compared with a net loss of $5.27 million on $0
of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.23 million
in total assets, $20.31 million in total liabilities and a $19.08
million total stockholders' deficit.

L.L. Bradford & Company, LLC, in Las Vegas, Nevada, issued a
"going concern" qualification on the Company's consolidated
financial statements for the year ended Dec. 31, 2012.  The
independent auditors noted that the Company has limited available
cash, has a working capital deficiency and will need to rely on a
funding agreement or secure new financing or additional capital in
order to pay its obligations which conditions raise substantial
doubt about the Company's ability to continue as a going concern.

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

                        http://is.gd/01pJh9

                     About Circle Entertainment

New York City-based Circle Entertainment Inc. has been pursuing
the development and commercialization of its new location-based
entertainment line of business since Sept. 10, 2010, which has and
will continue to require significant capital and financing.  The
Company does not currently generate any revenues from this new
line of business.  The Company has no long-term financing in place
or commitments for such financing to develop and commercialize its
new location-based entertainment line of business.


CIRCLE STAR: D'Arelli Replaces Hein & Associates as Accountants
---------------------------------------------------------------
In accordance with its charter, the Audit Committee of the Board
of Directors of Circle Star Energy Corporation annually selects
and engages the Company's independent registered public accounting
firm for each year.  The Audit Committee initially selected and
engaged Hein & Associates LLP as the Company's independent
registered public accountants for the fiscal year ending April 30,
2013.  Hein had also audited the Company's financial statements
for the fiscal year ended April 30, 2012.  Over the past several
months the Company has been evaluating whether the Company needed
a smaller accounting firm with the intention of reducing costs and
expenses.

Recently, senior management of the Company concluded that it would
be in the Company's best interest for the Company to engage a new
independent registered public accounting firm for the fiscal year
ending April 30, 2013, to accommodate the Company's limited
operating budget.

On March 21, 2013, Hein informed the Company that it declined to
stand for reappointment as the principal accountant to audit the
Company's financial statements.

Hein's audit report on the Company's consolidated financial
statements as of and for the year ended April 30, 2012, contained
an emphasis paragraph expressing substantial doubt as to the
Company's ability to continue as a going concern.  The financial
statements did not include any adjustments that might have
resulted from the outcome of this uncertainty.  Hein's audit
report for the fiscal year ended April 30, 2012, did not otherwise
contain any adverse opinion or disclaimer provision and were not
otherwise qualified or modified as to audit scope or accounting
principles.  The audit report of Hein did not contain an opinion
on the effectiveness of internal control over financial reporting
as of April 30, 2012.

The senior management of the Company undertook a search on the
Audit Committee's behalf for appropriate candidates to serve as
the Company's new independent registered public accounting firm.
The Company evaluated several candidates and on March 25, 2013,
the Company appointed D'Arelli Pruzansky, P.A. as its independent
registered public accounting firm.

During the two most recent fiscal years and the interim period
preceding the appointment of the New Accountant, the Company has
not consulted the New Accountant regarding either: the application
of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be
rendered on our financial statements, and neither a written report
nor oral advice was provided to the Company that the Company
considered an important factor in reaching a decision as to the
accounting, auditing or financial reporting issue; or any matter
that was either the subject of a disagreement or a reportable
event (as defined in Item 304(a)(iv) and (v) of Regulation S-K).

                        3 Directors Resign

Morris "Sam" B. Smith, Elmer Reed and  Thomas Richards each
resigned as a director of the Company to pursue other ventures.
The Board of Directors of the Company accepted Messrs. Smith's,
Reed's and Richards' resignations.

Mr. Smith was the Chairman of the Company's Audit Committee.  Mr.
Reed was a member of the Company's Audit Committee.  Mr. Richards
was a member of the Company's Audit Committee.

Their resignations were not the result of any disagreement with
the Company regarding its operations, policies or practices.

                        About Circle Star

Fort Worth, Tex.-based Circle Star Energy Corp. (OTC BB: CRCL)
owns royalty, leasehold, operating, net revenue, net profit,
reversionary and other mineral rights and interests in certain oil
and gas properties in Texas.  The Company's properties are in
Crane, Scurry, Victoria, Dimmit, Zavala, Grimes, Madison,
Robertson, Fayette, and Lee Counties.

As reported by the Troubled Company Reporter on Aug. 17, 2012,
Hein & Associates LLP, in Dallas, Texas, expressed substantial
doubt about Circle Star's ability to continue as a going concern
its report on the Company's financial statements for the fiscal
year ended April 30, 2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a working capital deficit.

The Company's balance sheet at Jan. 31, 2013, showed $4.74 million
in total assets, $5.49 million in total liabilities and a $754,119
total stockholders' deficit.


CHINA TELETECH: Jane Yu Replaces Andrew Kwok as CFO
---------------------------------------------------
Andrew Kwok Ming Wai notified China Teletech Holding, Inc., on
Jan. 24, 2013, that he would resign from his position as Chief
Financial Officer, Secretary, and as a member of the board of
directors of the Company, effective Feb. 1, 2013.  Mr. Kwok's
resignation was not as a result of any disagreements with the
Company.

The Board unanimously appointed Jane Yu as Chief Financial Officer
and Secretary of the Company, effective March 5, 2013.  Ms. Yu
will hold office until the next annual general meeting of the
Company's shareholders or until removed from office in accordance
with the Company's bylaws.

Jane Yu, age 41, has been a manager in the auditing department of
Shanghai KRC Business Consulting Co., Ltd., and Shanghai KRC
Certified Public Accountant Co., Ltd., since December 2007.  From
December 2004 to November 2007, Ms. Yu worked as the Project
Manager at Wanlong Certified Public Accountants Co., Ltd.  From
October 1999 to October 2004, Ms. Yu was an accountant at
Rheinland (Shanghai) Co., Ltd.  Prior to 1999, Ms. Yu worked for
Bartech Data Information Co., Ltd, CITIC rial Bank and Hong Kong
Dao Heng Bank Group Ltd. as an executive assistant, bank teller,
and accountant, respectively.  Ms. Yu is a Certified Public
Accountant and is familiar with US GAAP, IFRS, and PRC GAAP.

There are no family relationships between any of the Company's
directors or officers and Ms. Yu.

Ms. Yu's term expires on March 4, 2014, and calls for a monthly
salary of RMB$5,000, or approximately $800.  Additionally, the
Company agreed to issue Ms. Yu 500,000 shares of the Company's
common stock upon execution of the Agreement.

                        About China Teletech

Tallahassee, Fla.-based China Teletech Holding, Inc., formerly
known as Guangzhou Global Telecom Inc., is a national distributor
of prepaid calling cards and integrated mobile phone handsets and
a provider of mobile handset value-added services.  The Company is
an independent qualified corporation that serves as one of the
principal distributors of China Telecom, China Unicom, and China
Mobile products in Guangzhou City.

On June 30, 2012, the Company strategically sold its wholly-owned
subsidiary, Guangzhou Global Telecommunication Company Limited
("GGT"), to a third party.  GGT was engaged in the trading and
distribution of cellular phones and accessories, prepaid calling
cards, and rechargeable store-value cards.

The Company's balance sheet at Sept. 30, 2012, showed $4.3 million
in total assets, $2.4 million in total liabilities, and
stockholders' equity of $1.9 million.

Samuel H. Wong & Co., LLP, in San Mateo, Calif., expressed
substantial doubt about Guangzhou Global's ability to continue as
a going concern, following the Company's results for the year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has incurred substantial losses, and has difficulty to pay
the PRC government Value Added Tax and past due Debenture Holders
Settlement.


CIRTRAN CORP: Had $2.9 Billion Shares Outstanding at March 15
-------------------------------------------------------------
Since Dec. 20, 2012, CirTran Corporation has issued an aggregate
of 960,459,076 shares of common stock, including 801,459,076
shares in reliance on exemptions from registration under the
Securities Act of 1933.

Conversion of Outstanding Debt to Equity

The Company owes YA Global Investments, L.P., an aggregate of
approximately $4 million of principal and accrued interest on
outstanding convertible debentures originally issued to YA
Global's predecessor-in-interest in 2005 and 2006, and
subsequently amended, restated, and consolidated.  Between
Dec. 27, 2012, and March 15, 2013, YA Global converted an
aggregate of $254,036 in amounts due under those convertible
debentures to 297,459,076 shares of common stock, the conversion
price is set forth in the debentures.

Between Dec. 20, 2012, and March 22, 2013, the Company issued an
aggregate of 504,000,000 shares for conversion of debt and
services aggregating $227,500.  These issuances included Iehab
Hawatmeh, president and director ($45,000 converted to 150,000,000
restricted shares) and Fadi Nora and Kathryn Hollinger, directors
($45,000 and $7,500 converted to 150,000,000 and 25,000,000
restricted shares, respectively).

In each of the transactions, the convertible debentures or other
indebtedness tendered in exchange for the common stock issued had
been issued as restricted securities taken for investment with a
restrictive legend to the effect that such securities were
restricted.  The issuance of the original securities was effected
in reliance on the exemption from registration provided in Section
4(2) of the Securities Act of 1933 as transactions not involving
any public offering.  The issuance of the common stock in exchange
for such previously issued debt securities was effected in
reliance on the exemption from registration provided in Section
3(a)(9) of the Securities Act for any security exchanged by the
issuer with its existing securities holders when no commission or
other remuneration is paid or given directly or indirectly for
soliciting such exchange.

Other Issuances of Common Stock

Between Dec. 20, 2012, and Feb. 28, 2013, the Company also issued
an aggregate of 159,000,000 shares to unaffiliated employees and
contractors in consideration for services rendered.  These
securities were issued under a registration statement on Form S-8.

Total Outstanding

As a result of all of the transactions, as of March 15, 2013, the
Company had an aggregate of 2,907,988,439 shares issued and
outstanding.

                        About CirTran Corp

West Valley City, Utah-based CirTran Corporation manufactures,
markets, and distributes internationally an energy drink under a
license, now in dispute, with Playboy Enterprises, Inc., or
Playboy, and in the U.S., the Company provides a mix of high- and
medium-volume turnkey manufacturing services and products using
various high-tech applications for leading electronics OEMs
(original equipment manufacturers) in the communications,
networking, peripherals, gaming, law enforcement, consumer
products, telecommunications, automotive, medical, and
semiconductor industries.  Its services include pre-manufacturing,
manufacturing, and post-manufacturing services.

As reported in the TCR on April 18, 2012, Hansen, Barnett &
Maxwell, P.C., in Salt Lake City, issued a going concern opinion
on CirTran's audited financial statements for the years ended
Dec. 31, 2011, and 2010.  The independent auditors noted that the
Company has an accumulated deficit, has suffered losses from
operations, has negative working capital and one of the
consolidated subsidiaries has filed for Chapter 11 bankruptcy
which raises substantial doubt about its ability to continue as a
going concern.

"The Company had a net loss of $2,540,462 and of $4,831,703 for
the nine months ended September 30, 2012 and 2011, respectively.
As of September 30, 2012, the Company had an accumulated deficit
of $50,314,609.  Cirtran incurred a net loss of $7.04 million in
2011, compared with a net loss of $4.95 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.2 million
in total assets, $28.6 million in total liabilities, and a
stockholders' deficit of $27.4 million.


COMMUNITY FINANCIAL: Gets $483,000 Proceeds From Rights Offering
----------------------------------------------------------------
Community Financial Shares, Inc., the parent company of Community
Bank-Wheaton/Glen Ellyn, has consummated its previously announced
non-transferable rights offering, which expired at 5:00 pm Eastern
time on March 22, 2013.

The Company received gross proceeds of approximately $483,121,
before expenses, from the stockholder rights offering, which is to
be used for general working capital, and will issue 483,121
additional shares of Company common stock in connection with the
rights offering.

The Company intends to mail new common shares acquired through the
rights offering to registered subscribers within three business
days.  Stockholders participating in the over-subscription
privilege were entitled to purchase the full amount of shares for
which they subscribed.

                         Appoints Director

On March 25, 2013, Community Financial appointed Daniel Strauss to
serve as a director of the Company.  Mr. Strauss was appointed to
the Board of Directors of the Company pursuant to the terms of the
Securities Purchase Agreement, dated as of Nov. 13, 2012, by and
between the Company and certain investors.  As previously
disclosed, effective as of the closing of the transactions
contemplated by the Securities Purchase Agreement, which occurred
on Dec. 21, 2012, Donald H. Wilson, Christopher Hurst, Daniel
Strauss and Philip Timyan were appointed as advisory directors of
the Company pending the Company's receipt of all regulatory
approvals required to appoint such individuals as directors of the
Company.  On March 25, 2013, the Company received the requisite
regulatory approvals needed to appoint Mr. Strauss as a director
of the Company.  In connection with his appointment as a director,
Mr. Strauss was also appointed to serve on the Nominating and
Corporate Governance Committee of the Company's Board of
Directors.

                     About Community Financial

Glen Ellyn, Illinois-based Community Financial Shares, Inc., is a
registered bank holding company.  The operations of the Company
and its banking subsidiary consist primarily of those financial
activities common to the commercial banking industry.  All of the
operating income of the Company is attributable to its wholly-
owned banking subsidiary, Community Bank-Wheaton/Glen Ellyn.

BKD, LLP, in Indianapolis, Indiana, issued a going concern
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations and is
undercapitalized.

The Company reported a net loss of $11.01 million on net interest
income (before provision for loan losses) of $10.77 million in
2011, compared with a net loss of $4.57 million on net interest
income (before provision for loan losses) of $10.40 million in
2010.

The Company's balance sheet at Sept. 30, 2012, showed $334.17
million in total assets, $328.69 million in total liabilities and
$5.48 million in total shareholders' equity.


CONTRACTOR TECHNOLOGY: Texas Court Upholds Ruling on P&H's Fees
---------------------------------------------------------------
Martha A. Gregory dba Workzone Technologies sued the law firm
Porter & Hedges, LLP, for breach of fiduciary duty.  Workzone
alleged the breach occurred during P&H's representation of
Workzone in another piece of litigation.

The parties' dispute involved Contractor Technology, Inc., a
general contractor on a number of public work projects in Houston.
CTI contracted some of the labor to Workzone, but Workzone was
eventually terminated due to some conflicts.  In January 2004,
Workzone retained Allison Snyder at P&H as counsel but was
eventually let go in April due to some unpaid bills.  By June
2004, Workzone sued CTI, et al. using another counsel.  On May 12,
2005, Workzone attempted to revive its relationship with P&H.

That same day, CTI filed for a Chapter 11 bankruptcy petition,
which was later converted to a Chapter 7 proceeding.  In the
months that followed, P&H continued to represent Workzone but
since the law firm's bills remain unpaid, it ultimately withdrew
representation of Workzone, which the bankruptcy court approved in
February 2006.

Two years later, Workzone sued P&H alleging, among other things,
that P&H breached its fiduciary duty to Workzone by failing to
disclose the conflict of interest that arose when P&H undertook
representation of CTI's Chapter 7 trustee.  Workzone sought
forfeiture of $10,000 in fees it paid P&H as well as the more than
$1 million paid by the trustee.

P&H filed a motion for partial summary judgment, asserting that
Workzone was precluded as a matter of law from seeking forfeiture
of fees paid by a third party.  The bankruptcy judge granted the
motion, limiting the amount of fees subject to potential
forfeiture to $10,000.

Ultimately, following a trial on the merits, a unanimous jury
found in favor of P&H, and the judge signed a take-nothing
judgment against Workzone.

Workzone now appeals from the trial court judgment.  The appeals
case is styled as GREGORY v. PORTER & HEDGES, LLP, Case No. 14-12-
00197-CV.

On review, the Court of Appeals of Texas, Fourteenth District,
concluded that the lower court did not err by granting P&H's
motion for partial summary judgment.  "A client seeking forfeiture
of an attorney's fees is not entitled to recover fees paid by
another party, and it is not for this court to change well-settled
law," the Texas Appeals Court said.

Moreover, the Appeals Court concluded that P&H and Workzone had
two distinct attorney-client relationships.  "Workzone does not
dispute that P&H fully performed its obligations, including its
fiduciary duties, pursuant to the first representation.  P&H was
thus entitled to full compensation for those services. It is also
undisputed that Workzone paid no fees for P&H's second
representation, when the conflict and breach allegedly occurred.
Therefore, there are no fees subject to the forfeiture that
Workzone seeks."

The Appeals Court affirmed the trial court ruling in a March 21,
2013 opinion available at http://is.gd/CESInvfrom Leagle.com.

                About Contractor Technology

Headquartered in Houston, Texas, Contractor Technology, Ltd.
-- http://www.ctitexas.com/-- was a producer of recycled concrete
and asphalt.  The Company filed for chapter 11 protection (Bankr.
S.D. Tex. Case No. 05-37623) on May 13, 2005, and scheduled assets
of up to $64 million.  It was unable to tabulate its liabilities.
On June 23, 2005, the Hon. Marvin Isgur converted the Debtor's
Chapter 11 bankruptcy case to a Chapter 7 liquidation proceeding
and Ronald J. Sommers was appointed as the Chapter 7 Trustee.


CONVERGEONE HOLDINGS: S&P Gives 'B' CCR & Rates $210MM Debt 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to C-1 Holdings LLC (ConvergeOne).  The outlook is
stable.

At the same time, S&P assigned a 'BB-' issue rating with a
recovery rating of '1' to subsidiary ConvergeOne Holdings Corp.'s
$20 million first-out revolving credit facility (unfunded at
closing) and a 'B' issue rating with a recovery rating of '4' to
the company's $210 million first-lien term loan.  The recovery
rating of '1' indicates S&P's expectation for a very high (90% to
100%) recovery of principal in the event of payment default and
the recovery rating of '4' indicates S&P's expectation for an
average (30% to 50%) recovery of principal in the event of payment
default.

"Our ratings on ConvergeOne reflect the company's 'vulnerable'
business risk profile, characterized by its operations in a highly
fragmented and competitive market, its reliance on mainly Avaya
products, and our assessment of its 'aggressive' financial
profile," said Standard & Poor's credit analyst Katarzyna Nolan.
The company's growing addressable markets, diverse customer base,
as well as major supplier Avaya's solid market position are
partial offsets.

The stable outlook reflects S&P's expectation that the company
will maintain operating trends at the current level over the next
year.

S&P could lower the rating if the company does not achieve revenue
and EBITDA growth or pursues a more aggressive financial policy
that would result in covenant headroom to drop to the 10% area.

Rating upside is constrained by the company's limited diversity
and its expectation that business conditions will not materially
improve over the next two years.


CONVERGYS CORP: Fitch Affirms & Withdraws 'BB+' Debentures Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn the
following ratings for Convergys Corporation:

-- Long-term Issuer Default Rating (IDR) at 'BBB-';
-- Revolving credit facility (RCF) at 'BBB-';
-- Jr. subordinated convertible debentures at 'BB+';
-- Short-term IDR at 'F3';
-- Commercial paper (CP) at 'F3'.

Fitch has withdrawn the aforementioned ratings for business
reasons. The ratings are no longer relevant to the agency's
coverage.


CORRECTIONS CORP.: S&P Affirms 'BB+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'BBB'
issue rating (two notches above the corporate credit rating) and
'1' recovery rating to Nashville-based Corrections Corp. of
America's (CCA's) $900 million senior secured revolving credit
facility due December 2017.  The '1' recovery rating indicates
S&P's expectation of very high recovery (90%-100%) for senior
secured lenders in the event of a payment default.  On March 22,
2013, the company entered into an amendment to increase the
aggregate principal amount of revolving commitments to
$900 million from $785 million, to extend the maturity to December
2017 from December 2016, and to revise covenants to be consistent
with requirements applicable to a real estate investment trust
(REIT).  S&P assigned an issue rating to the revolver because it
views it as a significant element of the capital structure in
conjunction with the company's REIT conversion.

All of S&P's existing ratings on the private correctional facility
owner and operator, including the 'BB+' corporate credit rating,
remain unchanged.  S&P's rating outlook is stable.  S&P forecasts
the company has about $1.3 billion of on-balance-sheet debt
following recent refinancing activity.

The corporate credit rating on CCA reflects S&P's expectation that
credit metrics can improve, including leverage below 3x, even
though debt has increased through refinancing activity in
conjunction with the REIT conversion.  S&P believes internally
generated cash flow will exceed shareholder distributions and the
company will gradually reduce revolver borrowings during 2013.
S&P believes CCA's business risk profile continues to be "fair."
The company benefits from high barriers to entry in the private
correctional industry.  Ongoing government budget deficits and
potential correctional policy changes, coupled with high customer
concentration, are the principal constraining factors in S&P's
business risk assessment.  S&P believes these factors will
restrict organic growth through at least 2014.

Ratings List

Corrections Corp. Of America
Corporate credit rating            BB+/Stable/--

Ratings Assigned

Corrections Corp. Of America
Senior secured
  $900 mil. revolver due 2017       BBB
    Recover rating                  1


COSO GEOTHERMAL: Fitch Affirms 'CC' Rating on $629MM Certificates
-----------------------------------------------------------------
Fitch Ratings has affirmed the rating on Coso Geothermal Power
Holdings LLC's $629 million ($492 million outstanding) pass-
through certificates due 2026 at 'CC'. The ratings affirmation
reflects the continued expectation that default is probable, as
operating cash flows and reserve funds will be insufficient to
meet long-term financial obligations.

KEY RATING DRIVERS

-- Geothermal Resource Depletion: Underperformance of the
   geothermal resource has lowered net operating capacity at the
   Coso geothermal project's (Coso) three interlinked geothermal
   power plants. As a result, energy revenues have fallen to
   levels that are not sufficient to meet debt obligations.

-- Expected Payment Shortfalls: Fitch's expectation for
   performance at Coso indicates that cash available for debt
   service will result in shortfalls for future payment
   obligations. This will necessitate continued use of the letter
   of credit-funded senior rent reserve.

-- Finite Financial Support: Approximately $30.3 million in
   liquidity remains under the letter of credit-funded senior debt
   service reserve, which Fitch expects to be exhausted between
   2015 and 2017. Absent further dedicated liquidity to meet
   Coso's debt obligations, the certificates are likely to
   default.

-- Limited Price Risk: Variable pricing on energy sales is limited
   to one-fifth of total revenues between July 2014 and March
   2019. Coso executed an amendment with off-taker Southern
   California Edison (SCE, rated 'A-' with a Stable Outlook by
   Fitch) to fix the energy price earned at the Bureau of Land
   Management (BLM) plant through June 30, 2014.

RATING SENSITIVITIES

-- If the geothermal resource depletion accelerates, revenues and
   cash flows will shrink more quickly, reducing already below
   breakeven coverages.

-- Continuing reliance on reserve funds could exhaust project
   liquidity absent an improvement in Coso's revenue profile.

SECURITY

Each tranche of the certificates represents an undivided interest
in a related pass-through trust, which holds the lessor notes
(notes) issued by the owner lessors. The notes are the sole
collateral and source of repayment of the certificates.

CREDIT UPDATE

The 'CC' rating is based upon the strong likelihood that Coso will
default on its debt service obligations. Coso has been unable to
reverse a steady decline in geothermal resource output, and
reduced cash flow was insufficient to meet the debt portion of the
most recent lease rent payment in January 2013. Approximately
$33.6 million of operating cash flow went toward the $43.4 million
January payment and the $9.7 million shortfall was drawn from the
letter of credit-funded senior rent reserve.

As a result of the recent draw, the remaining balance in the
senior rent reserve is $30.3 million. Absent a significant
improvement in net capacity levels, operating cash flow will
continue to fall short of required payments, and these reserve
funds will eventually be exhausted, leading to default on the
certificates.

In developing a base case for long-term expected performance,
Fitch used recent performance as an assumption for Coso's net
capacity and applied minimal additional stress. This scenario
indicates a financial profile in which default is probable. Fitch
expects Coso to operate below breakeven levels for the remainder
of the debt tenor, with a DSCR average of 0.82x and minimum of
0.70x. Based on this profile, and the availability of liquidity in
the reserve, Fitch expects default to occur between 2015 and 2017.

CGP is a special-purpose company formed to lease and operate the
Coso project, which consists of three interlinked geothermal power
plants located in Inyo County, CA. Coso provides royalty payments
to the U.S. Navy and the BLM for use of the geothermal resource.
Under a series of power purchase agreements, Coso's entire output
will be sold to SCE through January 2030. Cash flows from both
Coso and Beowawe, an affiliated geothermal project in Nevada, are
available to service CGP's rent payments under the CGP lease. Rent
payments are the sole source of cash available to pay debt service
on the pass-through trust certificates.


CROSSOVER FINANCIAL: Proposes Plan Hinged on Sale of Real Property
------------------------------------------------------------------
Crossover Financial I, LLC, delivered to the U.S. Bankruptcy Court
for the District of Colorado a second amended Plan of
Reorganization and accompanying disclosure statement, whose
funding will come from the liquidation of the 440 acres of real
property located in El Paso County, Colorado.

Holders of secured claims will be paid from proceeds of the sale
of the real property, while holders of general unsecured claims
will be paid from proceeds from any potential litigation.  The
membership interest of Mitchell Yellen, the sole member of the
Debtor, will be cancelled and will not receive any distribution
under the Plan.

A full-text copy of the Disclosure Statement dated March 8 is
available for free at http://bankrupt.com/misc/CROSSOVERds0308.pdf


CUI GLOBAL: Amends 7 Million Common Shares Prospectus
-----------------------------------------------------
CUI Global, Inc., filed with the U.S. Securities and Exchange
Commission amendment no.1 to the Form S-1 registration statement
relating to the offering 7,000,000 shares of its common stock at a
public offering price of $[   ] per share.

The Company's common stock is currently quoted on the NASDAQ
Capital Market tier of the NASDAQ Stock Market under the symbol
"CUI."  On March 22, 2013, the last reported sale price of the
Company's common stock on the NASDAQ Stock Market was $4.81 per
share.

A copy of the amended Form S-1 is available for free at:

                        http://is.gd/RZO2Wj

                         About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

CUI Global reported a net loss allocable to common stockholders of
$48,763 in 2011, compared with a net loss allocable to common
stockholders of $7.01 million in 2010.

As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010.  Webb & Company did not include a
"going cocern qualification" in its report on the Company's 2011
financial results.

The Company's balance sheet at Sept. 30, 2012, showed
$36.61 million in total assets, $11.79 million in total
liabilities and $24.82 million in total stockholders' equity.


DAVIS TRAILER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Davis Trailer & Equipment, Inc.
        7609 Colonel Glenn Rd.
        Little Rock, AR 72204

Bankruptcy Case No.: 13-11990

Chapter 11 Petition Date: April 3, 2013

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Debtor's Counsel: Frederick S. Wetzel, Esq.
                  FREDERICK S. WETZEL, P.A.
                  200 North State Street, Suite 200
                  Little Rock, AR 72201
                  Tel: (501) 663-0535
                  E-mail: frederickwetzel@sbcglobal.net

Scheduled Assets: $898,667

Scheduled Liabilities: $4,006,186

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/areb13-11990.pdf

The petition was signed by Chester Mercer, president.


DAYTOP VILLAGE: Disclosures Okayed, Plan Hearing on April 25
------------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York approved the disclosure statement
explaining Daytop Village Foundation Incorporated and Daytop
Village, Inc.'s modified First Amended Plan of Reorganization and
scheduled a hearing on the confirmation of the Plan for April 25,
2013, at 1:00 p.m.  Objections to the Plan confirmation and the
deadline for submission of ballots to accept or reject the Plan is
April 15.

The purpose of the Plan is to effectuate a reorganization of the
Debtors, maximize the available recovery to creditors, and make
distributions in respect of any Allowed Claims against the
Debtors' Estates.  The Plan will preserve the Debtors' business
operations and going concern value, will be funded by way of the
Debtors' cash on hand, revenues from ordinary course operations,
and proceeds of strategic asset sales.  There will be no
substantive consolidation of the Debtors' Estates under the Plan.

In order to achieve a consensual resolution of assertions by (i)
the Official Committee of Unsecured Creditors that the estates of
DVI and Foundation should be substantively consolidated and (ii)
the Prepetition Lenders regarding their entitlement to specified
recoveries under the Plan, the Debtors have reached a settlement
and compromise with the Committee and the Prepetition Lenders
pursuant to which, in part:

   -- Holders of Allowed General Unsecured Claims against DVI will
      receive a greater and enhanced recovery than the Debtors
      believe they would otherwise be entitled; and

   -- the Prepetition Lenders will receive a new Prepetition
      Lender Term Note in consideration for the sharing and
      releasing of a portion of the Prepetition Lenders'
      collateral or the proceeds thereof, which will facilitate an
      enhanced and more certain recovery for Allowed General
      Unsecured Claims against DVI.

The Debtors were given further extension of their exclusive plan
filing and solicitation period for the Debtors to come to an
agreement with the Prepetition Lenders and the Committee.  The
Debtors' exclusive Plan filing period was extended until March 31,
and the exclusive solicitation period until May 31.

A full-text copy of the Disclosure Statement dated March 13 is
available for free at http://bankrupt.com/misc/DAYTOPds0313.pdf

                       About Daytop Village

Daytop Village Foundation Incorporated, along with affiliate
Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-11436) on April 5, 2012, in Manhattan.

In 1963, Father William O'Brien and Dr. Alexander Bassin founded
the Daytop Lodge, a substance abuse treatment facility, in Staten
Island.  Today, Daytop is the third largest substance abuse agency
operating in the State of New York and the only substance abuse
agency operating world-wide under a contract with the Unites
States State Department.  It provides family-oriented substance
abuse treatment for adults and adolescents. Through six
residential facilities and eight outreach clinics in New York,
Daytop offers individual treatment plans by providing professional
counseling, medical, social and spiritual attention.

Judge Shelley C. Chapman presides over the Chapter 11 cases.
Lowenstein Sandler PC is the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.  The Debtors'
Restructuring and Management Officer is Marotta Gund Budd Dezera
LLC.  The petition was signed by Michael Dailey, chief executive
officer.

Daytop Village Inc., as of Jan. 31, 2012 has $8.68 million in
assets and $45.03 million of liabilities.  DVF has $42.20 million
in assets and $32.00 million in liabilities as of Jan. 31, 2012.

Island Funding II, the DIP lender, is represented by Paul R.
DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP.  Counsel to the
prepetition lender Signature Bank is Stephen D. Brodie, Esq., at
Herrick Feinstein LLP; and Joshua I. Divack, Esq., at Hahn &
Hessen LLP.  Counsel to the prepetition lender Hudson Valley Bank
is James P. Blose, Esq., at Griffin Coogan Blose & Sulzer P.C.

The Official Committee of Unsecured Creditors was formed April 17,
2012.  Bendinger & Schlesinger, Inc., is the chair of the
Committee.  Alvarez & Marsal Healthcare Industry Group LLC is the
Committee's financial advisor.  Robinson Brog Leinwand Greene
Genovese & Gluck P.C. is the Committee's counsel.

Eric M. Huebscher was appointed Patient Care Ombudsman in the
case.


DEEP DOWN: Incurs $2.4 Million Net Loss in 2012
-----------------------------------------------
Deep Down, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$2.45 million on $29.03 million of revenue for the year ended
Dec. 31, 2012, as compared with net income of $2.13 million on
$27.44 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $31.49
million in total assets, $8.70 million in total liabilities and
$22.79 million in total stockholders' equity.

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

                        http://is.gd/yjqma1

                         About Deep Down

Houston, Tex.-based Deep Down -- http://www.deepdowncorp.com/--
is an oilfield services company specializing in complex deepwater
and ultra-deepwater oil production distribution system support
services, serving the worldwide offshore exploration and
production industry.


DEX ONE: Prepares Three-Month Cash Flow Projection Thru June 7
--------------------------------------------------------------
Dex One Corporation, et al. submitted to the bankruptcy court a
3-month cash flow projection due to the accelerated nature of
their prepackaged Chapter 11 case.

The Debtors forecast that by the end of April 2013, their cash
receipts will be $21.8 million and cash disbursements will total
$15 million for a net cash flow of $6.8 million.  By the end of
May 2013, they forecast total cash receipts of $21.7 million and
total cash disbursements of $20 million for a net cash flow of
$1.7 million.

The cash flow forecast was provided in an initial monthly
operating report document filed on April 2, 2013.

The report also disclosed that the Debtors have paid a $25,000
retainer to Epiq on Jan. 31, 2013; a $500,000 retainer to Kirkland
& Ellis LLP in January; and a $75,000 retainer to Pachulski Stang
Ziehl and Jones LLP on March 11, 2013.

A copy of the Debtors' Cash Flow Projection is available for free
at http://bankrupt.com/misc/DEXONE_InitialMOR.pdf

                          About Dex One

Dex One Corp., headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  The company
employs 2,200 people across the United States.  Dex One provides
print yellow pages directors, which it co-brands with other
recognizable brands in the industry, including Century Link and
AT&T.  It also provides the yellow pages websites DexKnows.com and
DexPages.com, as well as mobile apps Dex Mobile, Dex CityCentral.

Dex One and 11 affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10534) on March 17 and 18, 2013, with a
prepackaged plan of reorganization designed to effectuate a merger
with SuperMedia Inc.  Dex One disclosed total assets of $2.84
billion and total liabilities of $2.79 billion as of Dec. 31,
2012.

Houlihan Lokey is acting as financial advisor to Dex One, and
Kirkland & Ellis LLP is acting as its legal counsel.  Pachulski
Stang Ziehl & Jones LLP is co-counsel.  Epiq Systems serves as
claims agent.

This is Dex One's second stint in Chapter 11.  Its predecessor,
R.H. Donnelley Corp., sought Chapter 11 protection in May 2009
(Bankr. Bank. D. Del. Case No. 09-11833 through 09-11852) and
changed its name to Dex One Corp. after emerging from bankruptcy
in January 2010.

As of Dec. 31, 2012, persons or entities directly or indirectly
own, control, or hold 5% or more of the voting securities of Dex
One are Franklin Advisers, Inc., Hayman Capital Management LP,
Robert E. Mead, Restructuring Capital Associates LP, Paulson &
Co., Inc., and Mittleman Investment Management LLC.


DIGITAL REALTY: Fitch Rates $225MM Preferred Stock 'BB+'
--------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the $225 million
5.875% Series G cumulative redeemable preferred stock issued by
Digital Realty Trust, Inc. (NYSE: DLR). DLR intends to contribute
the net proceeds of this offering to its operating partnership,
Digital Realty Trust, L.P., which will subsequently use the net
proceeds to temporarily repay borrowings under the global
revolving credit facility, to acquire additional properties, to
fund development opportunities, or for general corporate purposes.

Fitch currently rates Digital Realty Trust, Inc., Digital Realty
Trust, L.P., and Digital Stout Holding, LLC (collectively, Digital
Realty) as follows:

Digital Realty Trust, Inc.

-- Issuer Default Rating (IDR) 'BBB';
-- $678.4 million preferred stock 'BB+'.

Digital Realty Trust, L.P.

-- IDR 'BBB';
-- $1.8 billion unsecured revolving credit facility 'BBB';
-- $750 million senior unsecured term loan 'BBB';
-- $1.7 billion senior unsecured notes 'BBB';
-- $266.4 million senior unsecured exchangeable notes 'BBB'.

Digital Stout Holding, LLC

-- IDR 'BBB';
-- GBP400 million unsecured guaranteed notes 'BBB'.

The Rating Outlook is Stable.

Key Rating Drivers

The 'BBB' IDR takes into account Digital Realty's credit
strengths, including a granular tenant roster that insulates the
company against technology obsolescence risk, a geographically
diverse data center portfolio in strategically important markets
and a fixed-charge coverage ratio that Fitch anticipates will
remain strong for the 'BBB' rating. Digital Realty also has a good
liquidity position and strong access to capital. Leverage is
consistent with the 'BBB' rating, though Fitch expects leverage to
rise as the company continues to incur debt to fund acquisitions
and development.

The IDR also reflects that broader institutional lender acceptance
of data centers as a niche property type has remained gradual. The
inclusion of data center loans in select recent CMBS transactions
indicates progress towards commercial property lenders' comfort
with the asset class. However, Digital Realty is committed to an
unsecured funding profile and is less reliant on the secured debt
markets to fund its business, which is predicated on the company's
ability to access the unsecured bond, preferred stock and common
stock markets on attractive terms.

The secured debt market for data centers is not as deep as that
for other property types, weakening the contingent liquidity
provided by an unencumbered asset pool. Digital Realty's
unencumbered assets (unencumbered NOI divided by a stressed
capitalization rate of 10%) covered unsecured debt by 2.1x as of
Dec. 31, 2012 pro forma for the Digital Stout Holding, LLC
guaranteed notes offering and Series G preferred stock offering,
which is adequate for the current rating.

Broad Franchise

Digital Realty's properties span 32 markets across 10 countries
and four continents, enabling economies of scale and facilitating
the offering of Turn-Key Flex, Powered Base Building, or
colocation space to both global and local customers. Top markets
as of Dec. 31, 2012 were London (11.8% of annualized rent), Dallas
(10.4%), Silicon Valley (9.8%), Northern Virginia (9.2%) and New
York (8.5%) as the company continues to focus on high barrier to
entry markets with demand among colocation providers, corporate
users and network/telecom companies.

The company continues its expansion globally as evidenced by the
acquisition of a three-property data center portfolio in Paris in
a sale/leaseback transaction with Bouygues Telecom in January
2013, purchase of a data center in Ontario, Canada in March 2013,
and push into Singapore, Hong Kong and Australia. The company has
the real estate and technical acumen to pursue such growth while
maintaining credit metrics consistent with an investment grade
rating.

Tenant concentration continues to decline, which Fitch views
favorably and which differentiates DLR from its major competitors,
CoreSite Realty Corporation, DuPont Fabros Technology, Inc. and
Global Switch Holdings Ltd. (Fitch IDR of 'BBB' with a Stable
Outlook).

Diverse Tenant Base

DLR's top tenants as of Dec. 31, 2012 were CenturyLink, Inc. (IDR
of 'BB+' with a Stable Outlook) at 9.1% of annualized rent,
Softlayer Technologies, Inc. at 4.0%, TelX Group, Inc. at 3.9%,
Equinix Operating Company, Inc. at 3.3% and Facebook, Inc. at
3.1%.

Stable Fixed-Charge Coverage

Same-property NOI growth averaged 8.7% over the past eight
quarters and was positive throughout the 2008 - 2009 financial
crisis, driven principally by positive leasing spreads. Fitch
expects same-property NOI growth to remain in the mid-to-high
single-digit range over the next two years. Portfolio occupancy
has been stable in the 94% to 95% range and was 94.4% as of
Dec. 31, 2012.

The weighted average remaining lease term for the portfolio is
approximately seven years, providing cash flow stability absent
tenant bankruptcies -- technological obsolescence-related or
otherwise.

As of Dec. 31, 2012, lease expirations are laddered, with 6.5% of
annualized rent expiring in 2013 followed by 9.7% in 2014 and 9.1%
in 2015. Fitch anticipates that rent spreads on lease rollovers
will continue to be positive due to high replacement costs that
deter tenants from vacating and growth in data from devices such
as tablets and from cloud-based services.

Coverage was 2.6x for 2012 pro forma, compared with 2.7x in 2011
and 2.4x in 2010. Organic growth and development-driven EBITDA led
to improvements in coverage. Fitch defines fixed-charge coverage
as recurring operating EBITDA less recurring capital expenditures
less straight-line rent adjustments divided by total interest
incurred and preferred stock dividends.

Under Fitch's base case, coverage would remain in the high 2x to
low 3x range over the next 12-to-24 months, positively impacted by
expected high single-digit same-store NOI growth and EBITDA from
development, offset by increased fixed charges as the company
continues to access the unsecured bond market and preferred stock
market to fund acquisitions and development. Coverage sustaining
above 3.0x would be strong for a 'BBB' rating.

In a stress case not anticipated by Fitch in which the company
experiences tenant bankruptcies leading to low single-digit same-
store NOI declines, coverage would decline to 2.5x, which would
remain adequate for a 'BBB' rating.

Good Liquidity Position

Pro forma liquidity coverage assuming no additional capital
raising, calculated as liquidity sources divided by uses, is 1.6x
for the period from Jan. 1, 2013 to Dec. 31, 2014. Sources of
liquidity include unrestricted cash, availability under the
company's global unsecured credit facility pro forma for the
Digital Stout Holding, LLC guaranteed notes offering and Series G
preferred stock offering, and projected retained cash flows from
operating activities after dividends and distributions. Uses of
liquidity include debt maturities, projected recurring capital
expenditures and development costs. Assuming 80% of the company's
secured debt is refinanced with new secured debt--a scenario not
likely as the company continues to unencumber the portfolio with
corporate liquidity sources--liquidity coverage would be 2.1x.

Strong Capital Access

The company continues to demonstrate strong access to multiple
sources of capital on favorable terms, and Fitch expects the
company will continue to have good access to the capital markets
as evidenced by the GBP400 million 4.25% guaranteed notes offering
and $225 million Series G preferred stock offering. In addition,
in September 2012, Digital Realty Trust, L.P. issued $300 million
3.625% senior unsecured notes due 2022 at a spread of 200 basis
points over the benchmark rate and priced to yield 3.784%. In
August 2012, the company expanded its global revolving credit
facility to $1.8 billion from $1.5 billion pursuant to the
accordion feature under the facility.

Rising Leverage

As of Dec. 31, 2012 pro forma, net debt to recurring operating
EBITDA was 5.3x compared with 4.7x as of Dec. 31, 2011 and 5.5x as
of Dec. 31, 2010. The incurrence of debt to fund a portion of
acquisitions and development contributed towards the recent
increase in leverage.

Fitch anticipates that the company will continue to manage
leverage in the low-to-mid 5x range, which is appropriate for a
'BBB' rating. In a stress case not anticipated by Fitch in which
the company experiences tenant bankruptcies leading to low single-
digit same-store NOI declines, leverage could sustain above 6.0x,
which would be more consistent with a 'BBB-' rating.

Stable Outlook

The Stable Outlook reflects Fitch's projection that fixed-charge
coverage will remain in the high 2x to low 3x range, that leverage
will remain in the low-to-mid 5x range, and that the company will
continue its gradual tenant and asset diversification via
acquisitions and development.

Preferred Stock Notching

The two-notch differential between Digital Realty's IDR and its
preferred stock rating is consistent with Fitch's criteria for
corporate entities with an IDR of 'BBB'. Based on Fitch's criteria
report, 'Treatment and Notching of Hybrids in Nonfinancial
Corporate and REIT Credit Analysis,' dated Dec. 13, 2012, the
company's preferred stock is deeply subordinated and has 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 Digital
Realty's ratings and/or Outlook:

-- Increased mortgage lending activity in the datacenter sector;
-- Fitch's expectation of fixed-charge coverage sustaining above
   3.0x (pro forma fixed-charge coverage is 2.6x);
-- Fitch's expectation of net debt to recurring operating EBITDA
   sustaining below 4.5x (pro forma leverage is 5.3x).

The following factors may have a negative impact on Digital
Realty's ratings and/or Outlook:

-- Fitch's expectation of fixed-charge coverage sustaining below
   2.5x;
-- Fitch's expectation of leverage sustaining above 6.0x;
-- Base case liquidity coverage sustaining below 1.0x.


DL LOGISTICS: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: DL Logistics, L.C.
        6655 West Bay Road
        Baytown, TX 77520

Bankruptcy Case No.: 13-80133

Chapter 11 Petition Date: April 2, 2013

Court: U.S. Bankruptcy Court
       Southern District of Texas (Galveston)

Judge: Letitia Z. Paul

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  ROGERS & ANDERSON, PLLC
                  1415 North Loop West, Suite 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  E-mail: brogers@ralaw.net

Scheduled Assets: $1,102,896

Scheduled Liabilities: $967,006

A copy of the Company's list of its three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/txsb13-80133.pdf

The petition was signed by Rodman Eggen, manager.


DOVER REAL ESTATE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Dover Real Estate Holdings LLC
        512 Lakehurst Road
        Toms River, NJ 08755

Bankruptcy Case No.: 13-17107

Chapter 11 Petition Date: April 2, 2013

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Raymond T. Lyons, Jr.

Debtor's Counsel: Dwight E. Yellen, Esq.
                  BALLON, STOLL, BADER & NADLER, P.C.
                  729 Seventh Avenue, 17th Floor
                  New York, NY 10019
                  Tel: (201) 342-7808
                  Fax: (212) 764-5060
                  E-mail: dyellen@ballonstoll.com

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

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

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

The petition was signed by Barbara Schneider, member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Oncology Associates of Ocean County,  12-11790            01/25/12
LLC


DTF CORPORATION: Hearing on Creditor's Plan Disclosures on May 16
-----------------------------------------------------------------
The hearing on the disclosure statement explaining creditor Estate
of Michael H. Jordan's alternative plan of reorganization for DTF
Corporation, a/k/a International Hospital Corporation will be
continued to May 16, 2013, at 09:30 AM.

The Debtor proposed a Plan that depends entirely on the
consummation of a recapitalization transaction involving its
parents and its corporation group.  The Jordan Estate Plan,
according to court papers, was filed to provide a resolution to
the Debtor's bankruptcy case even if the proposed recapitalization
transaction does not close.

Under the Jordan Estate Plan, if the refinancing transactions
close and fund as expected, the Parent Company will use a portion
of the proceeds of those transactions to fund the Jordan Estate
Plan in an amount sufficient to pay all Allowed Claims in full,
including the claims filed by Minerva Partners, Ltd.; Walter
O'Cheskey, as Trustee of the AHF Liquidating Trust (?O'Cheskey?);
the Jordan Estate; ViewPoint Bank, NA; Plains Capital Bank, BOKF,
N.A. d/b/a Bank of Texas, NA; and all creditors holding Allowed
Priority Claims.

In the event that the Jordan Estate Plan is not consummated
through funding, then the Jordan Estate Plan will be consummated
by implementation of the Liquidation Alternative.  Under the
Liquidation Alternative, the existing equity in the Debtor will be
cancelled.  The Jordan Estate Plan Liquidation Alternative will
not affect rights, if any, of creditors as to International
Hospital Management Company, who is obligated on certain of the
Debtor's obligations.  However, to the extent those creditors
receive payments from the Estate, the Estate will be subrogated to
related claims against IHMC.  Others claims will be satisfied by a
sale of the assets of Privado.

DTF Corporation, f/k/a International Hospital Corporation, filed
for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-37362) on
Nov. 21, 2011.  In its schedules, the Debtor disclosed $28,692,980
in assets and $38,947,695 in liabilities.  The petition was signed
by Gary B. Wood, CEO and director.  Judge Stacey G. Jernigan
presides the case.  John P. Lewis, Jr., Esq., at the Law Office of
John P. Lewis, Jr., in Dallas, represents the Debtor as counsel.


DYNASIL CORP: Fails to Comply with $1 Apiece Min. Bid Price Rule
----------------------------------------------------------------
Dynasil Corporation of America, on March 26, 2013, received notice
from The NASDAQ Stock Market that, because the closing bid price
for the Company's common stock has fallen below $1.00 per share
for 30 consecutive business days, the Company no longer complies
with the minimum bid price requirement for continued listing on
the Nasdaq Global Select Market, set forth in Nasdaq Marketplace
Rule 5450(a)(1).

Nasdaq's notice has no immediate effect on the listing of the
Company's common stock on the Nasdaq Global Market.  Pursuant to
Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has been
provided an initial compliance period of 180 calendar days, or
until Sept. 23, 2013, to regain compliance with the minimum bid
price requirement.  To regain compliance, the closing bid price of
the Company's common stock must meet or exceed $1.00 per share for
a minimum of 10 consecutive business days prior to Sept. 23, 2013.

If the Company does not regain compliance by Sept. 23, 2013, the
Company may be eligible for an additional 180 day grace period if
it applies to transfer the listing of its common stock to the
Nasdaq Capital Market.  To qualify, the Company would be required
to meet the continued listing requirement for market value of
publicly held shares and all other initial listing standards for
the Nasdaq Capital Market, with the exception of the minimum bid
price requirement, and provide written notice of its intention to
cure the minimum bid price deficiency during the second compliance
period by effecting a reverse stock split if necessary.

If the Nasdaq staff determines that the Company will not be able
to cure the deficiency, or if the Company is otherwise not
eligible for such additional compliance period, Nasdaq will
provide notice that the Company's common stock will be subject to
delisting.  The Company would have the right to appeal a
determination to delist its common stock, and the common stock
would remain listed on the Nasdaq Global Select Market until the
completion of the appeal process.

The Company is considering actions that it may take in response to
this notification in order to regain compliance with the continued
listing requirements, but no decisions about a response have been
made at this time.

                           About Dynasil

Watertown, Mass.-based Dynasil Corporation of America (NASDAQ:
DYSL) -- http://www.dynasil.com/-- develops and manufactures
detection and analysis technology, precision instruments and
optical components for the homeland security, medical and
industrial markets.

The Company reported a net loss of $4.30 million for the year
ended Sept. 30, 2012, as compared with net income of $1.35 million
during the prior fiscal year.  Dynasil's balance sheet at
Sept. 30, 2012, showed $37.46 million in total assets, $18.62
million in total liabilities and $18.84 million in total
stockholders' equity.

                        Going Concern Doubt

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012, citing default with the financial
covenants under the Company's outstanding loan agreements and a
loss from operations which factors raise substantial doubt about
the Company's ability to continue as a going concern.

                             Default

The Company is in default of the financial covenants under the
terms of its outstanding indebtedness with Sovereign Bank, N.A.,
and Massachusetts Capital Resource Company for its fiscal fourth
quarter ended Sept. 30, 2012.  These covenants require the Company
to maintain specified ratios of earnings before interest, taxes,
depreciation and amortization (EBITDA) to fixed charges and to
total/senior debt.  A default gives the lenders the right to
accelerate the maturity of the indebtedness outstanding.
Furthermore, Sovereign Bank, the Company's senior lender has an
option option to impose a default interest rate with respect to
the senior debt outstanding, which is 5% higher than the current
rate.  None of the lenders has has taken any actions as of January
15.

The Company had approximately $9 million of indebtedness with
Sovereign Bank and $3.0 million of indebtedness with Massachusetts
Capital, which is subordinated to the Sovereign Bank loan, as of
as of Sept. 30, 2012.  The Company said it is current with all
principal and interest payments due on all its outstanding
indebtedness, through January 15.

"If our lenders were to accelerate our debt payments, our assets
may not be sufficient to fully repay the debt and we may not be
able to obtain capital from other sources at favorable terms or at
all.  If additional funding is required, this funding may not be
available on favorable terms, if at all, or without potentially
very substantial dilution to our stockholders.  If we do not raise
the necessary funds, we may need to curtail or cease our
operations, sell certain assets and/or file for bankruptcy, which
would have a material adverse effect on our financial condition
and results of operations," the Company said in the regulatory
filing


EASTMAN KODAK: Seeks Approval to Extend Term of Carestream Deal
---------------------------------------------------------------
Eastman Kodak Co. seeks court approval to extend the term of its
services agreement with Carestream Health, Inc. to April 30, 2020.

The companies signed the agreement in 2007 following the sale of
Kodak's global medical and dental imaging business to Carestream.

The agreement governs the provision of utility services necessary
to Kodak's and Carestream's respective operations in Weld County,
Colorado.  A copy of the agreement is available for free at
http://is.gd/zQr9e0

A court hearing is scheduled for April 17.  Objections are due by
April 15.

                        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.


EASTON STARCH: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: Easton Starch Realty LLC
        398 Fore Street
        Portland, ME 04101

Bankruptcy Case No.: 13-20287

Chapter 11 Petition Date: April 3, 2013

Court: United States Bankruptcy Court
       District of Maine (Portland)

Judge: James B. Haines Jr.

Debtor's Counsel: Joseph L. Goodman, Esq.
                  THE GOODMAN LAW FIRM, P.A.
                  P.O. Box 7523
                  Portland, ME 04112
                  Tel: (207) 775-4335
                  E-mail: joe@goodmanlawfirm.com

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

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

A copy of the Company's list of its four largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/meb13-20287.pdf

The petition was signed by Richard Pfeffer, managing member.


EGPI FIRECREEK: Stockholders Appoint Four Directors
---------------------------------------------------
Effective March 24, 2013, by majority consent of the EGPI
Firecreek, Inc., shareholders of record at March 24, 2013, four
members were elected to the Company's Board of Directors.  The
Directors will hold their respective office until the Company's
Annual Meeting of Shareholders in 2014 or until their successors
are duly elected and qualified.  The members of the Company's
Board of Directors are Dennis R. Alexander, Michael Trapp, Michael
D. Brown and David Taylor.

Dennis R. Alexander has served as Chairman, CEO, and Chief
Financial Officer of the Company (EGPI) since May 21, 2009, having
served as Chairman, President and Chief Financial Officer of EGPI
and Firecreek Petroleum, Inc., since Feb. 10, 2007.  He served as
Chairman and Chief Financial Officer of EGPI and Firecreek
Petroleum, Inc., since July 1, 2004 through Feb. 9, 2007, having
served as the President and Director of EGPI from May 18, 1999, to
June 30, 2004.  In September 1998 he was a founder, and from
Jan. 19, 1999, through its acquisition with EGPI served as
President and Director of Energy Producers Group, Inc.  From April
1997 through March 1998, served as CEO, Director, Consultant of
Miner Communications, Inc., a media communications company.  From
April 26, 1997, through March, 1998 he was a director of Rockline,
Inc., a private mining, resource company, and a founder of World
Wide Bio Med, Inc., a private health-bio care, start up company.
Since March 1996 to the present he has owned Global Media Network
USA, Inc., which has included management consulting, advisory
services.  Mr. Alexander devotes approximately 60 to 80 hours per
week minimum, and more as required, to the business of EGPI.

Michael Trapp has served as a Director of the Company since
May 21, 2009, having been appointed as a Director of EGPI on
Dec. 3, 2008.  A graduate of Rice Aviation he earned honors and
honed his skills as a Airframe and Power Plant licensee working in
the airline industry for many years.  He recently owned his own
mortgage company and is now a Senior Loan Officer for a multi-
state lender in Mesa, Arizona.  His strong technical and
analytical skills will be a bonus in analyzing prospective
projects which will enhance EGPI's growth and asset base.

David Taylor has served as a Director of the Company since
Sept. 16, 2010.  He is presently the President of Caddo
International, Inc., (fka Petrol Industries Inc) an oilfield
service company in Oil City Louisiana. Caddo provides operations
for work over rigs and other oil field service equipment to work
over wells located in the Caddo Pine Island Field and additionally
maintains and oversees leases for owners.  Caddo employs
approximately 20 people.  Mr. Taylor is also President of Chanwest
Resources Inc.,, a wholly owned subsidiary of EGPI Firecreek, Inc.
CWR is an oilfield construction service company which operates in
east Texas and North West Louisiana.  Over the years Mr. Taylor
has been a consultant through Willoil Consulting, LLC, to several
companies in Northeast Louisiana and East Texas dealing with day
to day operations and Management issues in the Oil and Gas
Industry.  In addition Mr. Taylor has been a professional
accountant in the Oil and Gas Industry for 40 years with services
provided is several States in the US including Indiana, Illinois,
Oklahoma.  Kansas, Texas, California and Louisiana.  He has been
an officer and director of several public companies in the natural
resource field providing.  Mr. Taylors experience includes
assisting turnaround situations in the oil and gas industry, and
mergers and acquisitions in the public and private sector.  Mr.
Taylor is a resident of Shreveport, Louisiana.

Michael D. Brown was appointed to the Board of Directors of the
Company on July 6, 2009.  Mr. Brown was nominated by President
George W. Bush as the first Under Secretary of Emergency
Preparedness and Response (EP&R) in the newly created Department
of Homeland Security in January 2003.  Mr. Brown coordinated
federal disaster relief activities including implementation of the
Federal Response Plan, which authorized the response and recovery
operations of 26 federal agencies and departments as well as the
American Red Cross.  Mr. Brown also provided oversight of the
National Flood Insurance Program and the U.S. Fire Administration
and initiated proactive mitigation activities.  Prior to joining
the Federal Emergency Management Agency, Mr. Brown practiced law
in Colorado and Oklahoma, where he served as a Bar Examiner on
Ethics and Professional Responsibility for the Oklahoma Supreme
Court and as a Hearing Examiner for the Colorado Supreme Court.
Mr. Brown had been appointed as a Special Prosecutor in police
disciplinary matters.  While attending law school, Mr. Brown was
appointed by the Chairman of the Senate Finance Committee of the
Oklahoma Legislature as the Finance Committee Staff Director,
where he oversaw state fiscal issues.  Mr. Brown?s background in
state and local government also includes serving as an Assistant
City Manager with Emergency Services Oversight and as a City
Councilman.  Mr. Brown holds a B.A. in Public
Administration/Political Science from Central State University,
Oklahoma.  Mr. Brown received his J.D. from Oklahoma City
University's School of Law.  He was an Adjunct Professor of Law
for Oklahoma City University.

Effective March 24, 2013, by majority consent of the EGPI
Firecreek directors of record at March 24, 2013, three persons
were elected as officers of the Company.  The Officers will hold
their respective office until the Company's Annual Meeting of
Directors in 2014 or until their successors are duly elected and
qualified.  The Officers of the Company are:

    Name                     Position
    -------------------      ------------------------
    Dennis R. Alexander      CEO, Pres. and CFO
    Michael Trapp            Executive Vice President
    Deborah L. Alexander     Secretary and Treasurer

Effective March 24, 2013, the Board of Directors of the Company
reconfirmed certain changes to certain committees: The Audit
Committee and a combined Nominating and Compensation and Stock
Option Committee.

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

                        http://is.gd/DWucW0

                       About EGPI Firecreek

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

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

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

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

The Company's balance sheet at Sept. 30, 2012, showed $2.35
million in total assets, $6.49 million in total liabilities, all
current, $1.86 million in series D preferred stock, and a
$6.01 million total shareholders' deficit.


EISON GROUP: Case Summary & Creditors' Lists
--------------------------------------------
Debtor: Eison Group, Inc.
        22 Crawford Street
        Lavonia, GA 30553

Bankruptcy Case No.: 13-30440

Chapter 11 Petition Date: April 2, 2013

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Athens)

Debtors' Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: pmarr@mindspring.com

Estimated Assets: $0 to $50,000

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

Affiliates that simultaneously filed for Chapter 11:

        Debtor                                 Case No.
        ------                                 --------
Eison Industrial & Hardware Supply, Inc.       13-30441
    dba Eison Industrial Sales, Inc.
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000
Tri County Industrial & Hardware Supply, Inc.  13-30442
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Lester Edward Eison, Jr., chief
executive officer.

A. A copy of Eison Group's list of its three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/gamb13-30440.pdf

B. A copy of Eison Industrial & Hardware's list of its five
largest unsecured creditors filed with the petition is available
for free at http://bankrupt.com/misc/gamb13-30441.pdf

C. A copy of Tri County Industrial & Hardware's list of its two
largest unsecured creditors filed with the petition is available
for free at http://bankrupt.com/misc/gamb13-30442.pdf


ELBIT VISION: Annual General Meeting Scheduled for April 29
-----------------------------------------------------------
Elbit Vision Systems Ltd. will hold an annual general meeting of
shareholders on April 29, 2013, at 4:00 p.m. (Israel time) at the
offices of Yigal Arnon & Co., 1 Azrieli Center, Tel-Aviv, Israel.
In connection with this meeting, on or about March 25, 2013, the
Company will mail to shareholders a Notice of the Annual General
Meeting of Shareholders and Proxy Statement and Proxy Card.

                         About Elbit Vision

Based in Caesarea, Israel, Elbit Vision Systems Ltd. (OTC BB:
EVSNF.OB) offers a broad portfolio of automatic State-of-the-Art
Visual Inspection Systems for both in-line and off-line
applications, and process monitoring systems used to improve
product quality, safety, and increase production efficiency.
For the 12 months ended Dec. 31, 2012, the Company reported income
of US$824,000 on US$6.70 million of revenue, as compared with
income of US$1.08 million on US$5.64 million of revenue a year
ago.

The Company's balance sheet at Dec. 31, 2012, showed US$4.20
million in total assets, US$4.48 million in total liabilities and
a US$274,000 shareholders' deficiency.


ELECTRONICS EXPO: April 11 Meeting to Form Creditors' Panel
-----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on April 11, 2013, at 2:00 p.m. in
the bankruptcy case of Electronics Expo, LLC.

The meeting will be held at:

         United States Trustee's Office
         One Newark Center
         1085 Raymond Blvd.
         14th Floor, Room 1401
         Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Electronics Expo, LLC, filed a Chapter 11 petition (Bankr. D.N.J.
Case No. 13-16921) on March 31, 2013, in New Jersey.  Michael D.
Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard serves as
counsel to the Debtor.  The Debtor estimated up to $10 million in
assets and up to $10 million in liabilities.


EMDEON INC: S&P Assigns 'BB-' Rating to $1.4-Bil. Facilities
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
issue-level rating and '1' recovery rating to Nashville-based
health care software provider Emdeon Inc.'s $1.416 billion senior
secured credit facilities, consisting of a $125 million senior
secured revolving credit facility due 2016 and a $1.291 billion
senior secured term loan due 2018.  The '1' recovery rating
indicates expectations for very high (90% to 100%) recovery of
principal in the event of payment default.

Key Analytical Factors for Recovery:

S&P has completed a review of the recovery analysis and it is
affirming the recovery ratings on the proposed refinancing of the
$1,416 million senior secured credit facilities.

The amended credit agreement is expected to offer lower pricing on
the credit facilities and remove the interest coverage covenant
and the $125 million cap on cash that can be netted while
preserving the 5.35x first-lien net leverage covenant.

S&P estimates that, for the company to default, EBITDA would need
to decline 26%, representing a material deterioration from the
current state of its business.

S&P's recovery analysis assumes that, in a hypothetical bankruptcy
scenario, secured lenders would receive a very high recovery from
a first-priority claim on Emdeon's entire net emergence value,
leaving negligible recovery for the unsecured note holders.

Simulated default and valuation assumptions:

Year of default: 2016
EBITDA at emergence: $231 million
Implied enterprise value (EV) multiple: 6x

Simplified waterfall:
Net EV (after 5% admin costs):                     $1,317 million
Valuation split in % (obligors/non-obligors):      100/0
Priority claims:                                   $0
Collateral value available to secured creditors:   $1,317 million
Revolver debt claims:                              $129 million
Recovery expectation:                              90% to 100%
Term loan B debt claims:                           $1,303 million
Recovery expectation:                              90% to 100%

Total value available to unsecured claims:         $0
Senior note claims:                                $792 million
Recovery expectation:                              0% to 10%

Note: all debt amounts at default include six months of
       prepetition interest.

Collateral value equals assets pledged from obligors less priority
claims plus equity pledge from non-obligors after non-obligor
debt.

The existing 'B' corporate credit rating on Emdeon remains
unchanged and reflects S&P's view of Emdeon's financial risk
profile as "highly leveraged" (according to S&P's criteria) and
its business risk profile as "weak."

RATINGS LIST

New Ratings

Emdeon Inc.

$125 mil. sr. sec revolving credit facility due 2016  BB-
  Recovery rating                                     1

$1.291 bil. sr. sec term loan due 2018                BB-
  Recovery rating                                     1

Ratings Unchanged

Corporate credit rating                              B/Stable


EMISPHERE TECHNOLOGIES: Incurs $1.9 Million Net Loss in 2012
------------------------------------------------------------
Emisphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.92 million on $0 of revenue for the year ended
Dec. 31, 2012, as compared with net income of $15.05 million on $0
of revenue during the prior year.

For the three months ended Dec. 31, 2012, the Company reported net
income of $627,000 on $0 of revenue, as compared with net income
of $19.81 million on $0 of revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $2.17 million
in total assets, $68.24 million in total liabilities and a $66.06
million total stockholders' deficit.

McGladrey LLP, in New York, 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, has a significant
working capital deficiency, has limited cash availability and is
in default under certain promissory notes.  This raises
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/TLRwIo

                          About Emisphere

Cedar Knolls, N.J.-based Emisphere Technologies, Inc., is a
biopharmaceutical company that focuses on a unique and improved
delivery of therapeutic molecules or nutritional supplements using
its Eligen(R) Technology.  These molecules are currently available
or are under development.


FAITH BY HEARING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Faith By Hearing Christian Center Church, Inc.
          aka New Hope Boys Home
        55 Mayo Royal Industrial Drive
        Newnan, GA 30271

Bankruptcy Case No.: 13-10849

Chapter 11 Petition Date: April 2, 2013

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

Judge: W. Homer Drake

Debtor's Counsel: John A. Moore, Esq.
                  THE MOORE LAW GROUP, LLC
                  1745 Martin Luther King Jr. Drive
                  Atlanta, GA 30314
                  Tel: (678) 288-5600
                  Fax: (888) 553-0071
                  E-mail: jmoore@moorelawllc.com

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

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

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

The petition was signed by Larry P. Warner, CEO.


FIRST NATIONAL: Incurs $13.7 Million Net Loss in 2012
-----------------------------------------------------
First National Community Bancorp, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $13.71 million on $37.02 million of total
interest income for the year ended Dec. 31, 2012, as compared with
a net loss of $335,000 on $42.93 million of total interest income
in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $968.27
million in total assets, $931.35 million in total liabilities and
$36.92 million in total shareholders' equity.

                        Regulatory Matters

The Bank is under a Consent Order from the Office of the
Comptroller of the Currency dated Sept. 1, 2010.  The Company is
also subject to a Written Agreement with the Federal Reserve Bank
of Philadelphia dated Nov. 24, 2010.

The Bank, pursuant to a Stipulation and Consent to the Issuance of
a Consent Order dated Sept. 1, 2010, without admitting or denying
any wrongdoing, consented and agreed to the issuance of the Order
by the OCC, the Bank's primary regulator.  The Order requires the
Bank to undertake certain actions within designated timeframes,
and to operate in compliance with the provisions thereof during
its term.  The Order is based on the results of an examination of
the Bank as of March 31, 2009.  Since the examination, management
has engaged in discussions with the OCC and has taken steps to
improve the condition, policies and procedures of the Bank.
Compliance with the Order is monitored by a committee of at least
three directors, none of whom is an employee or controlling
shareholder of the Bank or its affiliates or a family member of
any such person.  The Committee is required to submit written
progress reports on a monthly basis to the OCC and the Agreement
requires the Bank to make periodic reports and filings with the
Federal Reserve Bank.  The members of the Committee are John P.
Moses, Joseph Coccia, Joseph J. Gentile and Thomas J. Melone.

Banking regulations also limit the amount of dividends that may be
paid without prior approval of the Bank's regulatory agency.  At
Dec. 31, 2012, the Company and the Bank are restricted from paying
any dividends, without regulatory approval.

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

                        http://is.gd/tkOKet

                       About First National

Headquartered in Dunmore, Pa., First National Community Bancorp,
Inc., is a Pennsylvania corporation, incorporated in 1997 and is
registered as a bank holding company under the Bank Holding
Company Act ("BHCA") of 1956, as amended.  The Company became an
active bank holding company on July 1, 1998, when it acquired
ownership of First National Community Bank (the "Bank").  The Bank
is a wholly-owned subsidiary of the Company.

The Company's primary activity consists of owning and operating
the Bank, which provides customary retail and commercial banking
services to individuals and businesses.  The Bank provides
practically all of the Company's earnings as a result of its
banking services.


FISKER AUTO: Said to File for Bankruptcy As Soon Next Week
----------------------------------------------------------
Emily Glazer and Mike Spector, writing for The Wall Street
Journal, report that people familiar with the matter said Fisker
Automotive Inc., is in the final stages of preparing to file for
bankruptcy protection after discussions with possible buyers
faltered.  The sources said Fisker:

     -- could seek Chapter 11 protection sometime within the
        next week; and

     -- is in discussions with possible buyers to purchase the
        company in a bankruptcy auction.

The sources added that as of Monday Fisker hadn't reached a deal
with anyone.

According to WSJ, the sources also said restructuring lawyers at
Kirkland & Ellis LLP are putting the finishing touches on a
bankruptcy filing this week and also holding talks with possible
buyers or investors to salvage the company.

WSJ recounts that Fisker dismissed 150 of its remaining 200
employees last week to conserve cash after sale discussions with
two Chinese auto makers faltered.  One of the sources told WSJ
that Fisker remains in discussions with those companies, Zhejiang
Geely Holding Group and Dongfeng Motor Group Co., and others ahead
of the expected bankruptcy filing.

According to the report, Fisker faces an April 22 deadline to make
a loan payment to the U.S. Department of Energy. The company
currently carries about $192 million in debt under the DOE's
Advanced Technology Vehicles Manufacturing Loan Program. The
company and the DOE have declined to reveal the precise amount
Fisker owes.

The report notes a Fisker spokesman had no immediate comment.  The
Department of Energy declined to comment.

Anaheim, Calif.-based Fisker Automotive Inc., is a manufacturer of
plug-in hybrid sports cars.


FOAMEX INT'L: Former CEO Loses Suit Over "Forced" Resignation
-------------------------------------------------------------
Thomas Chorman, former president and chief executive officer of
Foamex, commenced the adversary proceeding on September 13, 2006,
and filed the Amended Complaint on September 27, 2007.  Among
other claims, the Plaintiff asserted a cause of action for
tortious interference with contract against Messrs. Mabus and
Christian.

Mr. Chorman was appointed to the position in 2002.  He was under
the active guidance of Marshall Cogan, the founder of Foamex and
Chair of the Foamex Board of Directors.  When Mr. Cogan resigned
in February 2004, Mr. Mabus was elected the new Chair of the
Board.  Following his election, the Board members raised concerns
regarding Mr. Chorman's ability to perform his duties as CEO
absent guidance because his performance in the previous 1.5 years
was unimpressive.  However, the Board was desirous of stability in
the CEO position, which had significant turnover in previous
years; therefore, Mr. Mabus took on an uncharacteristically active
supervisory role of Mr. Chorman's performance in the hopes Mr.
Chorman would "grow into" the position.  Mr. Mabus mentored Mr.
Chorman on a daily basis regarding the operations and business of
Foamex, for which he received additional compensation of $150,000,
taking his total compensation package at the time to $300,000.

Despite this guidance, Mr. Chorman continued to underperform.  His
presentations to the Board were "inadequate" and his communication
skills were "poor."

Faced with fledgling performance and mistrust in the numbers
presented by Mr. Chorman, the Board formed a Special Committee for
Restructuring and engaged Miller Buckfire as financial consultants
to prepare for the reality of a bankruptcy filing.  Miller
Buckfire was chosen over Mr. Chorman's recommendation of Lehmann
Brothers due to its restructuring expertise.  During this time,
Mr. Chorman also recommended the current chief financial officer,
Doug Ralph, for the role of chief restructuring officer.  But due
to the Board's perception of Mr. Ralph's role in the years of
inaccurate financial reporting provided to the Board, the Special
Committee recommended, and the Board selected, Foamex's General
Counsel, Christian, to act as chief restructuring officer.

Despite Mr. Chorman's assertions that "failure [was] not an
option," due to concerns over the company's ability to service its
debt, the Board voted in favor of a Chapter 11 bankruptcy filing
on September 18, 2005, and filed the next day.  Post-filing, Mr.
Chorman continued to present inaccurate financial forecasts,
ranging from overly optimistic to overly pessimistic, and voiced
his fear about strategic changes designed to enhance
profitability, including price increases.  Foamex then engaged
Alvarez & Marsal to develop a business plan and a plan to exit
from bankruptcy.  In April and May 2006, AM made several
presentations with findings and recommendations to the Board,
including: (1) the current business plan in place by Mr. Chorman
was not well thought-out or understood by Mr. Chorman; (2) during
Mr. Chorman's tenure as CEO, Foamex spent more than $40 million on
J.D. Edwards reporting software that had realized little to no
value; (3) Mr. Chorman was not supportive of the business ventures
that would ultimately contribute to Foamex's long-term
profitability; and (4) Mr. Chorman should not be the president/CEO
of Foamex because he "did not have the right skills or the
necessary command of the business and financial information to
lead Foamex through a business plan and an exit out of
bankruptcy."

Based in part on these reports, coupled with the ongoing concerns
related to Mr. Chorman's inability to perform, on June 1, 2006,
Mr. Mabus informed Mr. Chorman the Board was asking him to resign.

At the time, Mr. Mabus was the Board's Chairman, and Mr. Christian
served as executive vice president, general counsel and chief
restructuring officer.  Following Mr. Chorman's departure, Mr.
Mabus became president and CEO, and Mr. Christian became a member
of the Board and chief administrative officer -- roles previously
held by Mr. Chorman -- and both obtained commensurate increases in
compensation.

In his Amended Complaint and Response, Mr. Chorman alleges that he
was forced to resign without good cause. Namely, he claims that
the Defendants, acting outside the scope of their official duties,
orchestrated his removal in pursuit of personal financial gain and
professional advancement.  Mr. Chorman draws this conclusion
despite a complete lack of evidence in support of his position.
Aside from pointing to an absence of formal reprimands regarding
his performance, Mr. Chorman produced only one email, sent by Mr.
Christian on June 7, 2006, stating that matters would turn "ugly"
if Mr. Chorman failed to resign because the Board would be forced
to consider resolutions to remove him.

In his pleadings, Mr. Chorman also alludes to various
circumstantial, arguably inadmissible, evidence, including: (1)
assertions regarding the financial performance of Foamex; (2) the
fact that his employment contracts were continually renewed with
pay increases; and (3) two alleged conversations with Foamex
directors who told Mr. Chorman that Mr. Mabus "informed" the Board
of Mr. Chorman's removal, rather than putting it to a vote; and
another said Mr. Chorman's firing was a "cabal."

On February 24, 2011, the Defendants moved for summary judgment on
the ground that, under Pennsylvania law, a claim for tortious
interference does not lie with respect to employment contracts
that are terminable at will, such as Mr. Chorman's contract with
Foamex.  In the alternative, the Defendants argue that the factual
record fails to establish a triable issue on essential elements of
the claim.

In an April 4, 2013 Opinion is available at http://is.gd/DfSlQ4
from Leagle.com, the Court ruled that the Defendants are entitled
to summary judgment on Mr. Chorman's tortious interference claim.
The Court said that during the pendency of the Plaintiff's claims
against Foamex and its directors, he has had approximately five
years to develop a factual record supporting his claims.  To date,
Mr. Chorman has not advanced a single fact sufficient to establish
that his termination was for any reason aside from business
judgment.

"Summary judgment should not be denied on the hope and prayer of a
magic moment at trial," Judge Gross said.

Bankruptcy Judge Kevin Gross granted the individual defendants'
motion for summary judgment in the lawsuit, THOMAS E. CHORMAN,
Plaintiff, v. FOAMEX INTERNATIONAL, INC., RAYMOND E. MABUS, JR.
AND GREGORY J. CHRISTIAN, Defendants, Adv. Proc. No. 06-50824
(Bankr. D. Del.).

                    About Foamex International

Foamex International Inc. -- http://www.foamex.com/--
headquartered in Media, Pennsylvania, produces polyurethane foam-
based solutions and specialty comfort products.  The Company
services the bedding, furniture, carpet cushion and automotive
markets and also manufactures high-performance polymers for
diverse applications in the industrial, aerospace, defense,
electronics and computer industries.

Foamex and eight affiliates first filed for Chapter 11 protection
on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through
05-12693).  On Feb. 2, 2007, the U.S. Bankruptcy Court for the
District of Delaware confirmed the Debtors' reorganization plan.
The Plan became effective and the Company emerged from Chapter 11
bankruptcy on Feb. 12, 2007.

Foamex missed $7.3 million in interest payments due at the end of
the January 21 grace periods on the Company's $325 million first-
lien term loan and the $47 million second-lien term loan.

On Feb. 18, 2009, Foamex International Inc. and seven affiliates
filed separate voluntary Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 09-10560), represented by lawyers at Akin Gump Strauss
Hauer and Cozen O'Connor as counsel; Houlihan Lokey as investment
banker; McGladrey & Pullen LLP as accountants; and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.  The Hon. Kevin J.
Carey presided over the 2009 cases.  Lowenstein Sandler and Pepper
Hamilton LLP represented the Official Committee of Unsecured
Creditors.  As of Sept. 28, 2008, the Debtors had $363,821,000 in
assets, and $379,710,000 in debts.

As reported in the Troubled Company Reporter on May 29, 2009,
MatlinPatterson Global Advisers LLC and Black Diamond Capital
Management LLC won the bidding for Foamex's business with a
$155 million offer, along with the assumption of some liabilities.
Wayzata Capital Investment Partners LLC won the first auction for
the assets.  However, that auction was reopened, and
MatlinPatterson and Black Diamond emerged the winning bidder.


FOUR OAKS: Incurs $6.9 Million Net Loss in 2012
-----------------------------------------------
Four Oaks Fincorp, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $6.96 million on $34.37 million of total interest and
dividend income for the year ended Dec. 31, 2012, as compared with
a net loss of $9.09 million on $40 million of total interest and
dividend income in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $865.49
million in total assets, $842.82 million in total liabilities and
$22.67 million in total shareholders' equity.

"The Company and the Bank entered into a formal written agreement
(the "Written Agreement") with the Federal Reserve Bank of
Richmond ("FRB") and the North Carolina Office of the Commissioner
of Banks ("NCCOB") that imposes certain restrictions on the
Company and the Bank, as described in Notes H - Trust Preferred
Securities and Note K - Regulatory Restrictions.  A material
failure to comply with the Written Agreement's terms could subject
the Company to additional regulatory actions and further
restrictions on its business, which may have a material adverse
effect on the Company's future results of operations and financial
condition.

"In order for the Company and the Bank to maintain its well
capitalized position under federal banking agencies' guidelines,
management believes that the Company may need to raise additional
capital to absorb the potential future credit losses associated
with the disposition of its nonperforming assets.  Management is
in the process of evaluating various alternatives to increase
tangible common equity and regulatory capital through the issuance
of additional equity.  The Company is also working to reduce its
balance sheet to improve capital ratios and is actively evaluating
a number of capital sources, asset reductions and other balance
sheet management strategies to ensure that the projected level of
regulatory capital can support its balance sheet long-term.  There
can be no assurance as to whether these efforts will be
successful, either on a short-term or long-term basis. Should
these efforts be unsuccessful, the Company may be unable to
discharge its liabilities in the normal course of business.  There
can be no assurance that the Company will be successful in any
efforts to raise additional capital during 2013."

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

                        http://is.gd/gsltve

                         Director Resigns

John W. Bullard, a member of the Board of Directors of Four Oaks
tendered his resignation as a member of the Board, effective as of
March 31, 2013, in connection with the Board's appointment of Mr.
Bullard to the position of Senior Vice President, Commercial Loan
Manager for the Southern Pines Market.

Also on March 25, 2013, the Board adopted an amendment, effective
March 25, 2013, to the Company's Amended and Restated Employee
Stock Purchase and Bonus Plan, as amended, to increase the number
of shares of the Company's common stock available for issuance
under the Plan.  The number of shares of the Company's common
stock reserved for issuance under the Plan was increased by
150,000 shares, from 368,554 shares to 518,554 shares.

Four Oaks filed with the SEC a Form S-8 registration statement to
register 150,000 shares of common stock issuable under the Amended
and Restated Employee Stock Purchase and bonus plan, as amended,
for a proposed maximum aggregate offering price of $201,000.  A
copy of the prospectus is available at http://is.gd/78uUY1

                          About Four Oaks

Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is
the bank holding company for Four Oaks Bank & Trust Company.  The
Company has no significant assets other than cash, the capital
stock of the bank and its membership interest in Four Oaks
Mortgage Services, L.L.C., as well as $1,241,000 in securities
available for sale as of Dec. 31, 2011.


FR 160: Amends Plan to Address Court's Concerns
-----------------------------------------------
FR 160, LLC, amended its Plan of Reorganization to address the
issues raised by Judge Refield T. Baum of the U.S. Bankruptcy
Court for the District of Arizona during the Jan. 22 and 23, 2013,
evidentiary hearing on the Debtor's initial Plan.  At the
conclusion of the evidentiary hearings, the Bankruptcy Court
denied confirmation of the Initial Plan for three reasons:

   (1) The Bankruptcy Court expressed concern about determining
       whether a portion of the real property consisting of 51
       residential lots and Tract H located in the Flagstaff Ranch
       community in Coconino County, Arizona, surrendered in year
       10 constituted the indubitable equivalent of Flagstaff
       Ranch Golf Club, LLC's secured claim. The Bankruptcy Court
       did not opine about whether surrendering a portion of the
       Real Property closer to confirmation of the Initial Plan
       could satisfy the indubitable equivalent provision of
       Section 1129 of the Bankruptcy Code.

   (2) The Bankruptcy Court determined that the Golf Club
       membership dues create a lien on each lot for the amount of
       outstanding dues owed for that lot.  The Bankruptcy Court
       therefore determined that the Initial Plan should have
       included a provision to deal with the release of that lien.
       Contrary to the Golf Club's repeated demands, the
       Bankruptcy Court suggested that the Golf Club membership
       dues do not have to be paid on an ongoing basis, but
       instead could be paid when a lot is sold.

   (3) The Bankruptcy Court expressed concern about the recent
       flings of Vincent Goett and Vincent McCleve and their
       threatened wrongful foreclosure action.  Because that
       threatened litigation had just been brought to the
       Bankruptcy Court's attention, the Bankruptcy Court was
       hesitant to confirm an Initial Plan without knowing more
       about the merits of that litigation.

A full-text copy of the Disclosure Statement dated April 1 is
available for free at http://bankrupt.com/misc/FR160ds0401.pdf

                          About FR 160

FR 160 LLC, originally named IMH Special Asset NT 160 LLC, was
formed for the purpose of owning 51 residential lots and Tract H
at the Flagstaff Ranch Golf Club Community generally located in
Coconino County, Arizona.  In January 2011, to resolve disputes
with the golf club, the parties entered into an agreement where
FR 160 delivered to the golf club a promissory note in the amount
of $4,950,000, a promissory note of $720,000 and a deed of trust
on the real property.  FR 160 failed to make certain payments and
the golf club initiated the non-judicial foreclosure process.
FR 160 commenced bankruptcy to stop the trustee's sale of the
property.  It filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 12-13116) in Phoenix on June 12, 2012.

FR 160, which claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B), estimated assets of up to $50 million
and debts of up to $100 million.  Attorneys at Snell & Wilmer
L.L.P., in Phoenix, serve as counsel.

The U.S. Trustee has not appointed an official committee in the
case due to an insufficient number of persons holding unsecured
claims against the Debtor that have expressed interest in serving
on a committee.  The U.S. Trustee reserves the right to appoint a
committee should interest develop among the creditors.

Attorneys at Gordon Silver, in Phoenix, represent creditor
Flagstaff Ranch Golf Club as counsel.


FRIENDSHIP DAIRIES: AgStar Financial Objects to Plan & Disclosures
------------------------------------------------------------------
AgStar Financial Services, FLCA, as loan servicer and attorney-in-
fact for McFinney Agri-Finance, LLC, objects to the confirmation
of the Friendship Dairies' Plan of Reorganization and the adequacy
of the disclosure statement explaining the Plan.

AgStar complains that, under the Plan, the Debtor attempts to deny
it the rights entitled to an oversecured creditor under Section
506(b) of the Bankruptcy Code including, but not limited to,
failing to pay postpetition interest at the default rate and the
payment of AgStar's attorneys' fees and costs.  The Debtor also
appears to be attempting to strip part of AgStar's lien and
redistribute the security to other creditors, AgStar further
complains.

AgStar adds that the Debtor should immediately convert to a
Chapter 7 and liquidate because if the Debtor is not willing to
liquidate now, it will most likely have to do so in the future
because the Plan is not feasible.  A proper and orderly
liquidation now will provide the Debtor's creditors with the
greatest return, according to AgStar.

AgStar asserts that in the event that the Court is willing to
consider the Debtor's plan and give it an opportunity, then the
Plan must be modified in order to protect AgStar and the other
creditors from an inevitable liquidation down the road.  To that
end and because AgStar does not consent to the current incarnation
of the Plan, AgStar should be granted the benefit of its bargain
as it existed prepetition.

The U.S. Bankruptcy Court for the Northern District of Texas,
Amarillo Division, will convene a hearing on April 11, 2013, at
1:30 p.m., to consider the adequacy of the Disclosure Statement.

                    About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Debtor operates a dairy near Hereford, Deaf Smith County,
Texas.  The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C., serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


FUELSTREAM INC: RBSM Replaces Morrill & Associates as Accountants
-----------------------------------------------------------------
Fuelstream, Inc., dismissed its previous independent accountant,
Morrill & Associates, LLC, due to rules of the Public Company
Accounting Oversight Board requiring the rotation of the audit
partner principally responsible for the audit of our financial
statements after a 5-year period.  Because Morrill is a single-
partner audit firm, the Company was required to seek new
independent auditors for the Company.  The Company's Board of
Directors approved the decision to change the Company's
independent accountants.

The report of Morrill regarding the Company' financial statements
for the fiscal year ended Dec. 31, 2011, as well as the financial
statements of the Company contained in its annual reports on Form
10-K for the fiscal year ended Dec. 31, 2011, did not contain any
adverse opinion or a disclaimer of opinion and was not qualified
or modified as to uncertainty, audit scope or accounting
principles, except that such report on our financial statements
contained an explanatory paragraph in respect to uncertainty as to
the Company's ability to continue as a going concern.

During the year ended Dec. 31, 2011, through to March 19, 2013,
the date of dismissal, there were no disagreements with Morrill on
any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of Morrill
would have caused it to make reference to the subject matter of
the disagreements in connection with its report.

The Company engaged RBSM LLP, independent registered accountants,
as its independent accountant following the dismissal of Morrill.
Prior to the engagement of RBSM, the Company has not consulted
with RBSM regarding any matter.

                          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.


GELTECH SOLUTIONS: Michael Reger Named Chief Operating Officer
--------------------------------------------------------------
GelTech Solutions, Inc., appointed Mr. Michael Reger as its Chief
Operating Officer.  For over 20 years, Mr. Reger has been a
partner at III Associates, a registered investment advisor, and
AVM, L.P., an institutional broker dealer.

As previously reported, Mr. Reger has been a lender to, and an
investor in, GelTech and is its largest shareholder.  Mr. Reger is
not receiving cash compensation for his service as Chief Operating
Officer.  Mr. Reger is 50 years old.

                            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."


GENESIS HEALTHCARE: Moody's Rates $293.6-Mil. Revenue Bonds 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service assigned an initial Ba1 rating to
Genesis HealthCare System's $293.6 million of Fixed Rate Revenue
Bonds, Series 2013 to be issued by the County of Muskingum, OH.
The outlook is stable.

Moody's Rating:

Issue: Fixed Rate Revenue Bonds, Series 2013; Rating: Ba1; Sale

Amount: $293,585,000; Expected Sale Date: 04-11-2013; Rating

Description: Revenue: 501c3 Unsecured General Obligation

Ratings Rationale:

The Ba1 rating reflects Genesis HealthCare's strong revenue base,
favorable market share, and liquidity growth in recent years.
These positive characteristics are offset by the sizable debt
increase with the Series 2013 issuance, thin and variable
operating margins, and a service area with below-average wealth
levels. The stable outlook incorporates construction risk and
Moody's expectation that management will be able to handle the
scope of the project adequately and achieve greater operational
savings through consolidation of two campuses.

Strengths:

- Sizable and growing revenue base consolidated through
affiliation of two hospitals in 1997.

- Three years of market share growth to 50% in fiscal year (FY)
2012, with geographic buffer protecting against competition in
rural service area.

- Multiple years of growth in unrestricted cash and investments;
organization was relatively lightly-levered in recent years --
even with capital spending well above depreciation -- prior to
current debt plans.

- Improved employee and physician relations positions Genesis for
addition of new debt (the system proactively scaled back its ACO
plans to focus on construction plans); physician recruitment
strong for rural service area.

- IT spending largely behind Genesis, with meaningful use payment
of $3.5 million received in FY 2012.

Challenges:

- Substantial debt increase, with more than five times fiscal
year end (FYE) 2012 direct debt outstanding to fund major
renovations to existing campus and raze or demolish older campus
significantly weakens debt measures and introduces construction
risk.

- Weak fundamentals in service area, with high Medicaid, high
unemployment, and low per capita income levels.

- Thin and variable operating performance in recent years;
inpatient volumes have declined 3% since 2008, however this has
been offset somewhat by increased outpatient volumes; physician
subsidies have been sizable and growing.

- Somewhat aggressive asset allocation relative to similar-sized
peers, with 17% of investments allocated to hedge funds and 16% to
private equity/alternative/real estate and other investments.

- Large unfunded defined benefit pension liability, which has
nearly doubled to $39.8 million at FYE 2012 (60% funded ratio)
from $20.8 million at FYE 2008 (71% funded ratio).

Outlook:

The stable outlook reflects Moody's belief that Genesis will
manage the addition of new debt successfully and improve its
balance sheet position in the coming years.

What Could Make The Rating Go Up?

Sustained improvement in operating performance, steady and
material improvement in balance sheet measures as Genesis manages
sizable construction project.

What Could Make The Rating Go Down?

Material operating losses driven by construction delays,
challenging demographics of service area or payment delays from
government reimbursement; weaker debt coverage ratios; materially
weaker balance sheet measures.

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


GEOKINETICS HOLDINGS: S&P Withdraws 'D' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew all its
ratings on U.S.-based seismic services company Geokinetics
Holdings Inc., including the 'D' corporate credit rating on the
company.  S&P withdrew the ratings at the company's request.
Under the terms of its restructuring plan, Geokinetics will have
very little funded debt.


GEOKINETICS INC: Incurs $93.1 Million Net Loss in 2012
------------------------------------------------------
Geokinetics Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
applicable to common stockholders of $93.06 million on $595.82
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss applicable to common stockholders of $231.25
million on $763.72 million of revenue in 2011.  The Company
incurred a net loss applicable to common stockholders of $147.53
million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $392.89
million in total assets, $593.53 million in total liabilities,
$93.31 million in preferred stock, Series B-1 Senior Convertible,
and a $293.94 million total stockholders' deficit.

UHY LLP, in Houston, Texas, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  "[T]he Company and certain of its subsidiaries
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Code.  Uncertainties inherent in the bankruptcy process
raise substantial doubt about the Company's ability to continue as
a going concern."

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

                        http://is.gd/BqqOg8

                       About Geokinetics Inc.

Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, provides seismic data acquisition,
processing and integrated reservoir geosciences services, and
land, transition zone and shallow water OBC environment
geophysical services.

Geokinetics Inc. and its nine affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-10472) on March 10,
2013, with a prepackaged Chapter 11 plan that converts $300
million of senior secured notes into 100% of the reorganized
Company's common stock.

Akin Gump Strauss Hauer & Feld LLP serves as counsel to the
Debtors; Richards, Layton & Finger, P.A., is co-counsel;
Rothschild Inc. is the financial advisor and investment banker;
UHY LLP is the independent auditor; and GCG, Inc., is the claims
agent and administrative agent.


GEOMET INC: Incurs $149.9 Million Net Loss in 2012
--------------------------------------------------
GeoMet, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$149.95 million on $39.38 million of total revenues for the year
ended Dec. 31, 2012, as compared with net income of $2.81 million
on $35.61 million of total revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $96.32
million in total assets, $167.78 million in total liabilities,
$35.85 million in series A convertible redeemable preferred stock,
and a $107.31 million total stockholders' deficit.

Hein & Associates LLP, in Houston, Texas, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses, has a working
capital deficit of $4,659,296 at Dec. 31, 2012, and expects to
reclassify approximately $129,000,000 of long-term debt to current
liabilities on April 2, 2013.  These conditions, among others,
raise substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/u8EzTf

                         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.


GMX RESOURCES: Moody's Cuts CFR to 'Ca' Following Chap. 11 Filing
-----------------------------------------------------------------
Moody's Investors Service downgraded GMX Resources' Probability of
Default Rating to D-PD from Caa3-PD following the company's
announcement on April 1, 2013 that it entered into a restructuring
plan under Chapter 11 of Title 11 of the U.S. Bankruptcy Code in
the Western District of Oklahoma.

The Corporate Family Rating was downgraded to Ca from Caa3 as
well. The outlook remains negative. Shortly following these rating
actions, Moody's will withdraw all of GMX's ratings.

Issuer: GMX Resources Inc.

Corporate Family Rating, Downgraded to Ca from Caa3
Probability of Default rating, Downgraded to D-PD from Caa3-PD
Senior Unsecured Notes, Affirmed at Ca

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

GMX Resources Inc. is an independent North American Exploration
and Production company, and is headquartered in Oklahoma City,
Oklahoma.


GOODRICH PETROLEUM: S&P Rates Perpetual Preferred Secs. 'CCC-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'CCC-'
issue-level rating to Houston-based exploration and production
company Goodrich Petroleum Corp.'s proposed non-convertible
perpetual preferred offering.  Per S&P's criteria, preferred
issues for non-investment grade companies are normally rated three
notches below the corporate credit rating.  S&P's 'B-' corporate
credit rating on Goodrich Petroleum remains unchanged.

The company intends to use the net proceeds from the offering to
repay borrowings under its credit facility ($95 million
outstanding as of Dec. 31, 2012) and for general corporate
purposes.

S&P's ratings on Goodrich Petroleum reflect its assessment of the
company's "vulnerable" business risk, "highly leveraged" financial
risk, and "less than adequate" liquidity.  The ratings incorporate
Goodrich Petroleum's participation in the highly cyclical,
capital-intensive and competitive oil and natural gas exploration
and production industry, its relatively small and geographically
concentrated reserve base, its meaningful exposure to weak natural
gas prices in 2013, and S&P's projection that the company will
generate negative free operating cash flow in 2013.  S&P's ratings
on the company also reflect its ongoing shift to oil development
in the Eagle Ford and Tuscaloosa Marine shales, and management's
track record of raising external capital.

RATINGS LIST

Goodrich Petroleum Corp.
Corporate credit rating                     B-/Stable/--

New Rating
Goodrich Petroleum Corp.
Nonconvertible perpetual preferred Issue   CCC-


GRANITE DELLS: Court Confirms Plan Proposed by Noteholders
----------------------------------------------------------
Judge Eddward P. Ballinger, Jr., of the U.S. Bankruptcy Court for
the District of Arizona signed an order on March 27, 2013,
confirming the Joint Plan of Reorganization proposed by the ad hoc
committee of noteholders and Arizona Eco Development LLC for
Granite Dells Ranch Holdings, LLC, and Cavan Management Services,
LLC.

The Court confirmed the Plan after the Plan Proponents resolved
the confirmation objections raised by the Unofficial Ad Hoc
Committee of Equity Holders; GDRH; Granite Dells Units, LLC; Cavan
Prescott Investors, LLC; Cavan Management Company, LLC, as an
assignee of profit interests of CMS; and Major Cattle Company,
LLC.

                About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2.22 million in assets and $157 million in liabilities as of the
Chapter 11 filing.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells because an
insufficient number of unsecured creditors have expressed interest
in serving on a committee.

The Debtor's Plan provides for payment to unsecured creditors
(including any unsecured claim of AED) in quarterly installments
over eight years aggregating $5 million.  However, the Plan
provides that a holder of an investment promissory note (estimated
to total $21 million) will be given the option of participating in
the funding of the Reorganized Debtor.

Tri-City Investment & Development, LLC, a 39.25% equity holder in
the Debtor, also filed a Consolidated Supplemental Disclosure in
support of Tri-City's Plan, as amended.  Tri-City's consolidated
Disclosure Statement incorporates and restates all material terms
of the Tri-City's previous disclosure statements and incorporates
the terms of the agreement that was reached at the Aug. 20, 2012,
mediation.


GROVES IN LINCOLN: Has 7-Member Creditors Committee
---------------------------------------------------
The Groves in Lincoln Inc., and The Apartments of the Grove Inc.
have an official committee of unsecured creditors.  On March 29,
the U.S. Trustee for the District of Massachusetts appointed seven
members to the panel.  They are:

          1. E. Laurie Tolman
             Chairman
             1 Harvest Circle #323
             Lincoln, MA 01773

          2. Vernon R. Alden
             c/o James M. Alden
             Novaya Ventures
             6 Brooks Hill Road
             Lincoln, MA 01773

          3. Carol B. Caswell
             29 Harvest Circle
             Lincoln, MA 01773

          4. Frank E. Ferguson
             Curriculum Associates
             153 Rangeway Road
             North Billerica, MA 01862

          5. David Ganley
             One Harvest Circle, Suite 133
             Lincoln, MA 01773

          6. Robert K. Morrison
             10 Russet Court
             Lincoln, MA 01773

          7. Earle R. Rowe
             100 Russet Circle #102
             Lincoln, MA 01773

Three of the committee members also are members of the Resident
Council, an association of seven residents at the Groves elected
to represent the interests of all residents.  The other four
members are residents, whose interests the Council was elected to
protect.

The Resident Council is not a creditor of the Debtor, but
represents the residents, who hold contingent claims in excess of
$40 million arising from the potential rejection of the residents'
agreements for the return of the residents' deposits.  The
residents hold more than 90% of all general unsecured claims in
the case.

Meanwhile, the Debtors filed on March 20 an amended list of its
creditors holding the 20 largest unsecured claims.  A copy of the
list is available at:

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

                      About Groves in Lincoln

The Groves in Lincoln Inc., along with affiliate The Apartments of
the Grove Inc., sought Chapter 11 protection (Bankr. D. Mass. Case
No. 13-11329) in Boston on March 11, 2013.  David C. Turner signed
the petition as president and CEO.

Groves is a Massachusetts not-for-profit corporation organized in
2006 for the purpose of developing and operating a senior
independent living facility in Lincoln, Massachusetts to be known
as The Groves in Lincoln.  This facility now consists of 168
independent living units on a 34-acre campus with a mix of
apartments, cottages, and related common areas including community
center, dining rooms, lounges, barbershop/beauty salon, library,
fitness center and pool.  Groves has 26 full-time employees and 22
part-time employees as of the bankruptcy filing.

The Debtors tapped Murtha Cullina LLP as counsel, Verdolino &
Lowey, P.C. as accountants and financial advisors, and RBC Capital
Markets LLC as investment banker.


GROVES IN LINCOLN: Committee Retains Bowditch & Dewey as Counsel
----------------------------------------------------------------
The newly minted official committee of unsecured creditors in the
Chapter 11 cases of The Groves in Lincoln Inc., and The Apartments
of the Grove Inc. seeks to retain Bowditch & Dewey, LLP, as its
bankruptcy counsel to assist the Committee in fulfilling its
duties and obligations in the Debtors' cases.

The firm's hourly rates are:

     Partners             $235 to $500 per hour
     Associates           $150 to $220 per hour
     Paralegals            $75 to $125 per hour

George W. Tetler III, Esq. -- gtetler@bowditch.com -- a partner at
the firm, and Mark W. Powers, Esq. -- mpowers@bowditch.com -- will
be principally involved in the case.  They charge $475 and $325 an
hour, respectively.

                      About Groves in Lincoln

The Groves in Lincoln Inc., along with affiliate The Apartments of
the Grove Inc., sought Chapter 11 protection (Bankr. D. Mass. Case
No. 13-11329) in Boston on March 11, 2013.  David C. Turner signed
the petition as president and CEO.

Groves is a Massachusetts not-for-profit corporation organized in
2006 for the purpose of developing and operating a senior
independent living facility in Lincoln, Massachusetts to be known
as The Groves in Lincoln.  This facility now consists of 168
independent living units on a 34-acre campus with a mix of
apartments, cottages, and related common areas including community
center, dining rooms, lounges, barbershop/beauty salon, library,
fitness center and pool.  Groves has 26 full-time employees and 22
part-time employees as of the bankruptcy filing.

The Debtors tapped Murtha Cullina LLP as counsel, Verdolino &
Lowey, P.C. as accountants and financial advisors, and RBC Capital
Markets LLC as investment banker.


GUIDED THERAPEUTICS: Incurs $4.3 Million Net Loss in 2012
---------------------------------------------------------
Guided Therapeutics, Inc., reported a net loss of $1.18 million on
$1.01 million of service revenue for the three months ended
Dec. 31, 2012, as compared with a net loss of $2.76 million on
$896,000 of service revenue for the same period during the prior
year.

"We are very pleased to be shipping eight additional LuViva
devices and disposable Cervical Guides in the first quarter to our
Canadian partner and are completing assembly of our first Edition
3 CE Marked units, which we anticipate shipping to Europe in the
second quarter," said Mark L. Faupel, Ph.D., chief executive
officer and president of Guided Therapeutics.

Guided Therapeutics disclosed a net loss of $4.35 million on $3.33
million of contract and grant revenue for the year ended Dec. 31,
2012, as compared with a net loss of $6.64 million on $3.59
million of contract and grant revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $3.47 million
in total assets, $2.34 million in total liabilities and $1.13
million in total stockholders' equity.

UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and accumulated deficit that raise substantial doubt
about its ability to continue as a going concern.

                        Bankruptcy Warning

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the second 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 the Konica Minolta license agreement ... and
additional NCI, NHI 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."

A copy of the press release is available for free at:

                        http://is.gd/0voWzo

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

                        http://is.gd/7uOXpy

                     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.


HAMPTON ROADS: Appoints Thomas Dix as Interim CFO
-------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that the Board of
Directors of the Company has appointed Thomas B. Dix, III,
previously Senior Vice President, Corporate Treasurer and
Corporate Secretary, to the position of Senior Vice President,
Treasurer and Interim Chief Financial Officer, effective April 1,
2013.  The effective date coincides with the previously announced
departure date of Chief Financial Officer Stephen P. Theobald, who
has accepted a position as Chief Financial Officer of Walker &
Dunlop, Inc.  Mr. Dix will report to Douglas J. Glenn, president
and chief executive officer.  The Company has engaged Matthews,
Young - Management Consulting to conduct a search for a permanent
Chief Financial Officer.

The Company also announced that Paul A. Driscoll, General Counsel
and Director of Special Assets, will take on the additional roles
of Corporate Secretary at both the Company and BHR on a permanent
basis.  Vonda Smith will remain Corporate Secretary at Shore Bank.

Douglas J. Glenn, president and chief executive officer of the
Company and chief executive officer of BHR, said, "Our Finance
function is strong and continuing to improve, thanks to the hard
work of Steve and the Finance team.  Thom has demonstrated his
financial and management skills in every position he has held
since joining the Company and I am confident that he will sustain
the progress we are making in Finance during the search process."

Mr. Dix has served as Senior Vice President and Treasurer of the
Company and BHR since May 2011 and as Corporate Secretary of the
Company and BHR since October 2011.  Previously, he served as
Senior Vice President and Credit Risk Manager of the Company,
Senior Vice President and Chief Lending Officer of Shore Bank and
Vice President, Commercial Banking for BHR.  Before joining BHR in
April 2009, Mr. Dix held positions in credit, asset-based lending,
branch management and commercial lending with Mercantile Peninsula
Bank/PNC Bank and its predecessor institutions from 2001 to 2009.
Dix earned a BA in economics from the University of Virginia.

Mr. Dix presently has no written employment contract with the
Company.  In connection with his appointment as Interim Chief
Financial Officer, his annual base salary was set at $225,000.  In
addition, Mr. Dix is eligible to participate in all of the plans
and arrangements that are generally available to all of the
Company's salaried employees.

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

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

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

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

The Company's balance sheet at Sept. 30, 2012, showed
$2.07 billion in total assets, $1.88 billion in total liabilities
and $187.96 million in total shareholders' equity.


HANDY HARDWARE: Court Sets May 13 Plan Confirmation Hearing
-----------------------------------------------------------
Handy Hardware Wholesale, Inc., filed with the U.S. Bankruptcy
Court for the District of Delaware on March 6, 2013, a disclosure
statement in support of its Plan of Reorganization dated March 6,
2013.

The Voting Deadline is 5:00 p.m. on May 6, 2013.  The confirmation
hearing is currently scheduled to commence on May 13, 2013, at
10:30 a.m.  The Plan Objection Deadline is 4:00 p.m. on May 10,
2013.

The Plan contemplates:

1) Payment in full, in Cash, of the Class 1 Claim of Wells Fargo,
National Association.

2) (i) Capital One, National Association, votes to accept the
Plan, it will receive on the Effective Date, in full satisfaction
of its Allowed Secured Claim and in partial consideration for the
release of its lien on the Houston Facility and the Retained
Capital One Equipment:
   (a) with respect to the Meridian Facility, a deed in lieu of
       foreclosure including a transfer of the Meridian Facility
       and all improvements thereto, in form and substance
       mutually satisfactory to the Debtor and Capital One, and a
       bill of sale respecting any Abandoned Capital One
       Equipment;

   (b) an assignment of the Site Lease pursuant to Section 365 of
       the Bankruptcy Code;

   (c) a deed in lieu of foreclosure of the Houston Facility and
       of all improvements thereto, in form and substance mutually
       satisfactory to the Debtor and Capital One;

   (d) the rights and benefits to be provided pursuant to the
       Houston Facility Lease;

   (e) except as provided herein, Capital One will release all of
       its liens on the Debtor's assets (including, but not
       limited to, its second-priority security interest in the
       ?Wells Fargo First Lien Collateral?, as defined in the
       Final Financing Order and its first-priority security
       interests in the Retained Capital One Equipment and other
       assets located at the Houston Facility); and

   (f) in connection with this option, Capital One will be
       required to deliver to Wells Fargo (i) an executed and
       acknowledged landlord's waiver and access agreement in form
       and substance acceptable to Wells Fargo with respect to the
       Houston Facility, and (ii) an executed and acknowledged
       Collateral Assignment of Lease with respect to the Houston
       Facility Lease, consenting to the assignment to Wells Fargo
       of such lease by the Debtor as collateral for the Wells
       Fargo Exit Facility; or

   (ii) if Capital One votes to reject the Plan, Capital One will
receive on the Effective Date or as soon thereafter as
practicable, and will be treated as follows, in full and final
satisfaction of the Capital One Secured Claim:

   (a) the Restructured Capital One Secured Note (subject to the
       terms and conditions of the Intercreditor Agreement, as
       defined in the Final Financing Order);

   (b) with respect to the Meridian Facility, a deed in lieu of
       foreclosure including a transfer of all Improvements to the
       Meridian Facility, in form and substance mutually
       satisfactory to the Debtor and Capital One and a bill of
       sale respecting any Abandoned Capital One Equipment; and

   (c) an assignment of the Site Lease pursuant to Section 365 of
       the Bankruptcy Code; or

   (iii) in the event Capital One timely elects to have the
Capital One Claim treated pursuant to Section 1111(b) of the
Bankruptcy Code, Capital One will receive, in full and final
satisfaction of the Capital One Claim:

   (a) the Alternative Restructured Capital One Secured Note
       (subject to the terms and conditions of the Intercreditor
       Agreement, as defined in the Final Financing Order);

   (b) with respect to the Meridian Facility, a deed in lieu of
       foreclosure including a transfer of the Meridian Facility
       and of all Improvements thereto, in form and substance
       mutually satisfactory to the Debtor and Capital One and a
       bill of sale respecting any Abandoned Capital One
       Equipment; and

   (c) an assignment of the Site Lease pursuant to Section 365 of
       the Bankruptcy Code.

3) Payment of the Class 7 Allowed General Unsecured Claims by
receipt of: (i) the Avoidance Action Release, and (ii) their Pro
Rata share of the Net Cash Flow Available to Creditors each
quarter following the Effective Date for a 3-year period
commencing on the first day following the last Business Day of the
first full quarter following the Effective Date (and continuing on
the first day following each calendar quarter).

4) Cancellation of all Class 9 Equity Interests.

5) No distribution to Class 10 Allowed Section 510(b) Claims.

6) On the Effective Date, the Wells Fargo Secured Claim/DIP
Facility Claim will be refinanced through an Exit Facility
contemplated to be provided by Wells Fargo.  The Exit Facility
would be a secured revolving credit facility in the amount of
approximately $30 million, secured by a first priority lien on and
security interest in all of the Reorganized Debtor's assets.

A copy of the disclosure statement is available at:

         http://bankrupt.com/misc/handyhardware.doc244.pdf

                     About Handy Hardware

Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.

Handy Hardware is engaged in the business of buying goods from
vendors and selling those goods at a discounted price to its
members for sale in their retail stores.  Handy Hardware, which
has 300 employees, is operating on a cooperative basis and is
completely member-owned, with over 1,000 members.  The Debtor's
warehouse facilities are located in Houston, Texas, and in
Meridian, Mississippi.  Trucking services are provided by Averitt
Express, Inc., and Trans Power Corp.  Its members operate 1,300
retail stores, home centers, and lumber yards.  The members are
located in 14 states throughout the U.S. as well as in Mexico,
South America, and Puerto Rico.

Bankruptcy Judge Mary F. Walrath oversees the case.  Lawyers at
Ashby & Geddes, P.A., serve as the Debtor's counsel.  MCA
Financial serves as financial advisor.  Donlin Recano serves as
claims and noticing agent.

A seven-member official committee of unsecured creditors has been
appointed in the case.


HANESBRANDS INC: Dividend Payment No Impact on Moody's 'Ba2' CFR
----------------------------------------------------------------
Hanesbrands Inc.'s (Ba2, Positive) announcement that it will
initiate a common share dividend has no immediate impact on its
Ba2 Corporate Family Rating or positive rating outlook.

While the proposed dividend will utilize a portion of the
company's free cash flow, Moody's still expects the company to
maintain balanced financial policies. Since Hanesbrands became a
publicly traded company in 2006, the company has not returned a
material amount of cash to shareholders, as it primarily invested
in infrastructure investments to upgrade its supply chain and to
repay debt. Importantly, Moody's continues to expect that, as the
company has publicly stated, it will repay in full its outstanding
$250 million 8% notes during 2013. Moody's expects that cash flow
above that necessary to redeem the notes will likely be returned
to shareholders over time. Moody's expects Hanesbrands to generate
$350-450 million of free cash flow during 2013, which will be more
than sufficient to cover the proposed dividend and the repayment
of its 8% notes.

Headquartered in Winston-Salem, NC, Hanesbrands is a manufacturer
and distributor of basic apparel products under brands that
include Hanes, Champion, Playtex, Bali, L'Eggs and Just My Size.
Total revenues exceed $4.5 billion.


HAWK CAYS: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Hawk Cays Partners LP
        5621 S. Broadway
        Tyler, TX 75711

Bankruptcy Case No.: 13-60259

Chapter 11 Petition Date: April 2, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Tyler)

Debtor's Counsel: Jim Echols, Esq.
                  SAUNDERS, SCHMIDT, ECHOLS, RING & HECK, P.C.
                  202 W. Erwin, Suite 200
                  Tyler, TX 75702
                  Tel: (903) 595-3791
                  E-mail: jmechols.bkr@att.net

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

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

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

The petition was signed by Randy Hanson, partner.


HECLA MINING: S&P Assigns 'B' CCR & Rates $400MM Notes 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Coeur d'Alene, Id.-based Hecla Mining
Co.  The outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating (same as
the corporate credit rating) to the company's proposed
$400 million senior notes due 2021.  The recovery rating is '4',
indicating S&P's expectation of average (30% to 50%) recovery for
bondholders in the event of a payment default.  The notes are
being sold pursuant to Rule 144A with registration rights.

"The corporate credit rating takes into account our view of
Hecla's 'vulnerable' business risk profile and its 'aggressive'
financial risk profile," said Standard & Poor's credit analyst
Chiza Vitta.  "In our view, silver and gold miners such as Hecla
face risks including volatile precious metals prices, increasing
mining costs and significant capital expenditure needs."  These
risks are exacerbated by the company's relatively small size and
concentrated operations.  S&P expects these factors to contribute
to volatility in credit measures that are initially good relative
to ranges typically associated with the rating.

Hecla currently produces silver and other byproduct metals at its
Lucky Friday mine in Idaho and its Greens Creek mine in Alaska.
The acquisition of Aurizon adds some diversity to Hecla's
portfolio, significantly boosting gold production and reserves,
but the company remains much smaller and more geographically
concentrated compared with large, global precious metals miners.
Therefore, a major disruption in production at one of its mines
(such as the 2012 stoppage at Lucky Friday) would have a
significant negative effect on financial results.

The 'B' rating on the proposed senior $400 million notes is based
on preliminary terms and conditions.  The recovery rating on the
proposed notes is '4', indicating S&P's expectation of average
(30% to 50%) recovery for bondholders in the event of a payment
default under its scenario.  The notes are being sold pursuant to
Rule 144a with registration rights.

The stable outlook reflects good pro forma credit measures and
adequate liquidity that position the company to absorb some
diminution in free operating cash flow over the next 12 months.
This could arise from a modest drop in precious metals prices, an
unexpected increase in already high capital expenditures, or a
temporary disruption in operations at one of its three active
mines.  S&P expects pro forma credit measures to stay steady over
the next 12 months with leverage at about 2.0x and interest
coverage above 7.0x.

S&P would upgrade Hecla if leverage stays near current levels and
free operating cash flow turns consistently positive.  This could
occur after current expansion projects are completed and if
planned production increases at the Casa Berardi and Lucky Friday
mines are fully realized.

A downgrade is unlikely in the next 12 months given S&P's current
production and precious metals price assumptions.  However, a
downgrade could occur if one of the company's mines was closed for
a sustained period because of safety or other reasons, causing
covenant headroom to drop below 15%.


HI-WAY EQUIPMENT: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Hi-Way Equipment Company LLC
        926 N. Sam Houston Parkway East
        Houston, TX 77032

Bankruptcy Case No.: 13-41498

Chapter 11 Petition Date: April 1, 2013

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Holland N. O'Neil, Esq.
                  GARDERE WYNNE SEWELL, LLP
                  1601 Elm Street, Suite 3000
                  Dallas, TX 75201
                  Tel: (214) 999-4961
                  Fax: (214) 999-4667
                  E-mail: honeil@gardere.com

                         - and ?

                  Virgil Ochoa, Esq.
                  GARDERE WYNNE SEWELL, LLP
                  1601 Elm Street, Suite 3000
                  Dallas, TX 75201
                  Tel: (214) 999-4723
                  Fax: (214) 999-3723
                  E-mail: vochoa@gardere.com

Debtor's
Noticing, Claims
And Balloting
Agent:            UPSHOT SERVICES LLC

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

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

The petition was signed by Charles W. Reeves, Jr., chief
restructuring officer.

Debtor's List of Its 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Gradall Company (Equipment)    Trade Debt             $279,512
Gradall Industries, Inc.
P.O. Box 277213
Atlanta, Georgia 30384

The Gradall Company (Parts)        Trade Debt             $190,684
Gradall Industries, Inc.
P.O. Box 277213
Atlanta, Georgia 30384

VT LeeBoy                          Trade Debt             $116,498
P.O. Box 406680
Atlanta, Georgia 30384

Rhino (Wholegoods)                 Trade Debt              $87,322

M. Runnels Investments, Ltd.       Lease                   $80,175

CDE Real Estate Corp.              Lease                   $77,492

Pettibone (Parts)                  Trade Debt              $66,305

H-GAC                              Trade Debt              $60,810

Wirtgen America, Inc. (Hamm)       Trade Debt              $56,121

Akerman Senterfitt                 Legal                   $51,970

Schneider Downs & Company, Inc.    CPA                     $40,218

Duran's Trucking LLC               Trade Debt              $26,900

Wirtgen America, Inc. (Wholegoods) Trade Debt              $25,153

LeeBoy                             Trade Debt              $25,013

Kawasaki Construction Machinery    Trade Debt              $23,089
Corp. of America

Star Tire Company                  Trade Debt              $21,247

Okada America Inc.                 Trade Debt              $21,055

L & L Logistics LLC                Trade Debt              $20,600

Advantage Human Resourcing, Inc.   Staffing                $19,337

Trans Lease, Inc.                  Lease                   $18,905

Double Diamond Heavy Haul          Trade Debt              $17,825

Brazoria County Tax Office         Tax                     $17,431

McComm Group                       Trade Debt              $16,672

ACS Industries                     Trade Debt              $16,463

BT Transportation                  Trade Debt              $16,400

Value Based Solutions LLC          Consulting              $15,334

John Triolo                        Trade Debt              $14,660

Pettibone (Wholegoods)             Trade Debt              $13,200

Ballantine, Inc.                   Trade Debt              $13,155

Southwest Distributing             Trade Debt              $13,149


HIGHWAY 56: Case Summary & 4 Unsecured Creditors
------------------------------------------------
Debtor: Highway 56 South Mini Storage, LLC
        P.O. Box 246
        Signal Mountain, TN 37377

Bankruptcy Case No.: 13-02966

Chapter 11 Petition Date: April 2, 2013

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Randal S. Mashburn

Debtor's Counsel: Harry W. Miller, III, Esq.
                  LAW OFFICE OF W. THOMAS BIBLE, JR.
                  6918 Shallowford Road, Suite 100
                  Chattanooga, TN 37421
                  Tel: (423) 424-3166
                  Fax: (423) 553-0639
                  E-mail: harrymillerecf@gmail.com

Scheduled Assets: $1,316,300

Scheduled Liabilities: $1,506,958

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/tnmb13-02966.pdf

The petition was signed by Robert Fisher, chief manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Robert Fisher                         10-13454            06/16/10


INFUSYSTEM HOLDINGS: Lowers Net Loss to $1.5 Million in 2012
------------------------------------------------------------
Infusystem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.48 million on $58.82 million of net revenues for
the year ended Dec. 31, 2012, as compared with a net loss of
$45.44 million on $54.63 million of net revenues in 2011.

For the three months ended Dec. 31, 2012, the Company reported net
income of $221,000 on $16.23 million of net revenues, as compared
with a net loss of $763,000 on $14.02 million of net revenues for
the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $77.52
million in total assets, $37.51 million in total liabilities and
$40.01 million in total stockholders' equity.

"We are very pleased with our improved fourth quarter performance
and fiscal year-over-year growth for the Company," said Dilip
Singh, interim chief executive officer.  "The Company has
accumulated annualized cost-savings of approximately $1.6 million
since the current management team took control in April of 2012.
That, combined with our securing a new debt facility during the
fourth quarter, has helped restore the Company's liquidity and
create a far stronger balance sheet.  Equally important, we have
generated sufficient momentum to increase the number of third-
party payor relationships and expand our provider footprint while
delivering best in class service and patient satisfaction.  Our
efforts are now clearly focused on sustaining long-term growth,"
Singh added.

Deloitte & Touche LLP, in Detroit, Michigan, did not issue a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.

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

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

                        http://is.gd/PudFie

                    About InfuSystem Holdings

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


INKSURE TECHNOLOGIES: Brightman Almagor Raises Going Concern Doubt
------------------------------------------------------------------
InkSure Technologies Inc. filed on March 29, 2013, its annual
report on Form 10-K for the year ended Dec. 31, 2012.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about InkSure Technologies's ability to continue
as a going concern, citing the Company's recurring losses from
operations and negative cash flows from operation.

The Company reported a net loss of $1.1 million on $1.1 million of
revenues in 2012, compared with a net loss of $489,000 on
$3.7 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.1 million
in total assets, $418,000 in total liabilities, and stockholders'
equity of $738,000.

A copy of the Form 10-K is available at http://is.gd/QkZ7Ck

New York, N.Y.-based InkSure Technologies Inc., originally
incorporated in the state of Nevada, but reincorporated in
Delaware in 2003, develops, markets and sells customized
authentication solutions designed to enhance the security of
documents and branded products, to meet the growing demand for
protection from counterfeiting.


INNOVATIVE FOOD: Reports $2 Million Net Income in 2012
------------------------------------------------------
Innovative Food Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $2.03 million on $18.61 million of revenue for the year
ended Dec. 31, 2012, as compared with net income of $1.49 million
on $11.55 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $4.05 million
in total assets, $2.83 million in total liabilities and $1.22
million in total stockholders' equity.

"If the Company's cash flow from operations is insufficient, the
Company may require additional financing in order to execute its
operating plan and continue as a going concern.  The Company
cannot predict whether this additional financing will be in the
form of equity or debt, or be in another form.  The Company may
not be able to obtain the necessary additional capital on a timely
basis, on acceptable terms, or at all.  The Company expects that
any sale of additional equity securities or convertible debt will
result in additional dilution to our stockholders."

RBSM LLP, in New York, did not issue a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  In its audit report for the 2011
financial statements, RBSM LLP, in New York, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant losses from operations since its inception and has a
working capital deficiency.

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

                         http://is.gd/4Gsoi9

                        About Innovative Food

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

                            *   *    *

This concludes the Troubled Company Reporter's coverage of
Innovative Food until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


INTEGRATED FREIGHT: Board Authorizes 10 Million Preferred Shares
----------------------------------------------------------------
Integrated Freight Corporation's board of directors approved an
amendment to the Company's Articles of Incorporation, as amended,
authorizing 10,000,000 shares of preferred stock and recommending
approval of the amendment to the Company's stockholders for
approval.  Stockholder approval, which the Company expects to
obtain from management stockholders holding more than one half of
the Company's issued and outstanding shares of common stock, will
be subject to mailing of an information statement on Schedule 14C.
The Company is unable to predict when it will file a Preliminary
Schedule 14C with the U.S. Securities and Exchange Commission.

Once the preferred stock is authorized, the classes and series of
the preferred stock, including the preferences, limitations, and
relative rights thereof, will be determined from time to time by
the board of directors, subject to filing articles of designation.

The Company plans to use the preferred stock in settlement with
certain of its creditors who have in general indicated a
willingness to accept shares of the Company's preferred stock in
settlement of its debts to them.

                       About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

On Aug. 19, 2010, at a special stockholders' meeting the Company
approved a reverse stock split, a relocation of its State of
Incorporation to Florida and a change of its name to Integrated
Freight Corporation.  The Company's name change and State of
Incorporation have been approved and are effective as of
Aug. 18, 2010.  The reverse stock split has been approved but is
not effective as of the date of this filing.

The Company ended fiscal 2011 with a net loss of $7.76 million on
$18.82 million of revenue and fiscal 2010 with a net loss of $3.14
million on $17.33 million of revenue.

The Company's balance sheet at Dec. 31, 2011, showed
$11.70 million in total assets, $26.29 million in total
liabilities and a $14.58 million total stockholders' deficit.

In the auditors' report accompanying the financial statements for
year ended March 31, 2011, Sherb & Co., LLP, in Boca Raton,
Florida, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has suffered recurring losses and has a negative
working capital position and a stockholders' deficit.


INTELLICELL BIOSCIENCES: Faces Three Litigations in February
------------------------------------------------------------
Intellicell Biosciences, Inc., and Steven A. Victor, the Company's
chief executive officer, were served with notice that on Feb. 27,
2013, JKT Construction Inc. d/b/a/ Corcon filed a complaint
against, among other parties, the Company and Dr. Victor, in the
Supreme Court of the State of New York, Case No. 151778/2013,
alleging, among other things, breach of contract, unjust
enrichment, quantum meruit and foreclosure on a mechanic's lien
related to work performed in the build out of the Company's
office's located at 460 Park Avenue, 17th Floor, new York, New
York 10022.  Corcon is seeking, among other things, that their
claims be determined to be a valid lien against the Property and
that they be able to foreclose on and sell the Property, a
judgment for any deficiency against, among other parties, the
Company and Dr. Victor and an amount of compensatory damages not
less than $442,334, plus interest, costs, attorneys' fees and
expenses.

On Feb. 14, 2013, the Company was served with notice that on
Feb. 13, 2013, Menachem M. Bluming filed a complaint in the United
States District Court for the Southern District of New York, Case
No. 13-cv-0978-CM, alleging, among other things, breach of
contract, unjust enrichment and debt owed against the Company, in
connection with, that certain promissory note, dated June 3, 2011,
in the aggregate principal amount of $500,000.  Bluming is
seeking, among other things, an amount not less than $680,000,
representing the principal amount, interest, attorneys? fees and
expenses.   The Company is currently working on making
arrangements to honor its obligations under these notes, however,
there can be no assurance that any such arrangements will ever
materialize or be permissible or sufficient to cover any or all of
the obligations under these notes.

In February 2013, the Company was served with notice that on
Oct. 13, 2011, Sherb & Co. LLP filed a complaint in the Supreme
Court of the State of New York, County of New York, Index No.
11/111685, alleging, among other things, breach of contract, and
debt owed against the Company, in connection with accounting and
audit services performed from May 12, 2010, through May 31, 2011.
Sherb is seeking, among other things, an amount not less than
$88,508 plus interest.

The Company said the results of any litigation are inherently
uncertain and there can be no assurance that the Company will
prevail in the litigations.  The Company plans to pursue its
claims and defenses vigorously and expect that the litigation
matters will be protracted and costly.

                   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.


INTERFAITH MEDICAL: Ombudsman May Hire DiConza Traurig as Counsel
-----------------------------------------------------------------
Eric M. Huebscher, the patient care ombudsman in the Chapter 11
case of Interfaith Medical Center, Inc., sought and obtained
permission from the U.S. Bankruptcy Court for the Eastern District
of New York to employ the law firm of DiConza Traurig LLP, as his
counsel.

The firm will:

   1. represent the ombudsman in any proceeding or hearing in the
      Bankruptcy Court, and in any action in other courts where
      the rights of the patients may be litigated or affected as a
      result of the case;

   2. advise the ombudsman concerning the requirements of the
      Bankruptcy Code and Bankruptcy Rules and the requirements of
      the Office of the U.S. Trustee relating to the discharge of
      his duties under Section 333 of the Bankruptcy Code; and

   3. perform other legal services as may be required under the
      circumstances of this Case in accordance with the
      ombudsman's powers and duties as set forth in the Bankruptcy
      Code, including assisting the ombudsman with reports to the
      Court, fee applications or other matters.

The hourly rates of the firm's personnel are:

         Jeffrey Traurig              $445
         Gerard DiConza               $525
         Of Counsel/Attorneys         $375 - $575
         Legal Assistants/Paralegals   $95 - $195

Notwithstanding the standard hourly rates, DiConza Traurig has
agreed to cap the hourly rates at $445 at this time of case.

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

                  About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.


INTERFAITH MEDICAL: Can Employ E&Y as Auditor
---------------------------------------------
Interfaith Medical Center, Inc., sought and obtained authority
from the U.S. Bankruptcy Court for the Eastern District of New
York to employ Ernst & Young LLP as independent advisor, nunc pro
tunc to Jan. 28, 2013.

E&Y LLP will charge the Debtor a fixed fee of $290,000 for all
core audit services provided after the Petition Date.  Core audit
services include auditing and reporting on the financial
statements of the Debtor for the year ended December 31, 2012; and
auditing and reporting on each major program of the Debtor for the
year ended December 31, 2012, in accordance with the Single Audit
Act Amendments of 1996, and the provisions of OMB Circular A-133
Audits of States, Local Governments and NonProfit Organizations.

For all non-core audit services, E&Y LLP will charge the Debtor
these hourly rates:

      Professional              Hourly Rate
      ------------              -----------
      National Accounting
      Technical Partner            $400
      Partner                      $390
      Senior Manager               $325
      Manager                      $260
      Senior                       $185
      Staff                        $125

E&Y LLP assures the Court that it is a "disinterested person" as
that term is defined in section 101(14) of the Bankruptcy Code,
and does not represent an interest adverse to the Debtor and its
estates.

                  About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.


INTERLEUKIN GENETICS: Incurs $5.1 Million Net Loss in 2012
----------------------------------------------------------
Interleukin Genetics, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $5.12 million on $2.23 million of total revenue for
the year ended Dec. 31, 2012, as compared with a net loss of $5.02
million on $2.85 million of total revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.96 million
in total assets, $16.58 million in total liabilities and a $13.62
milion total stockholders' deficit.

Grant Thornton LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred a net loss of $5,120,084 during the year
ended December 31, 2012, and as of that date, the Company?s total
liabilities exceeded its total assets by $13,623,800.  These
conditions, among other factors, raise substantial doubt about the
Company's ability to continue as a going concern.

                        Bankruptcy Warning

"We expect that our current and anticipated financial resources,
including the full amount drawn under our credit facility with
Pyxis Innovations, Inc., an affiliate of our majority stockholder,
Alticor, Inc., will be adequate to maintain our current and
planned operations only through April 2013.  We need significant
additional capital to fund our continued operations, including for
the commercial launch of our PST(R) genetic test, continued
research and development efforts, obtaining and protecting patents
and administrative expenses.  We have retained a financial advisor
and are actively seeking additional funding, however, based on
current economic conditions, additional financing may not be
available, or, if available, it may not be available on favorable
terms.  In addition, the terms of any financing may adversely
affect the holdings or the rights of our existing shareholders.
For example, if we raise additional funds by issuing equity
securities, further dilution to our then-existing shareholders
will result.  Debt financing, if available, may involve
restrictive covenants that could limit our flexibility in
conducting future business activities.  We also could be required
to seek funds through arrangements with collaborators or others
that may require us to relinquish rights to some of our
technologies, tests or products in development.  If we cannot
obtain additional funding on acceptable terms, we may have to
discontinue operations and seek protection under U.S. bankruptcy
laws."

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

                        http://is.gd/8KcBGR

                          Director Quits

On March 27, 2013, Thomas R. Curran, Jr., announced that he was
resigning as a director of Interleukin Genetics and as a member of
all committees of the Company's Board of Directors on which he
serves, effective as of the close of business on March 28, 2013.
Mr. Curran served as a designee elected by the holder of the
Company's Series A-1 Convertible Preferred Stock, and served on
the Company's Audit Committee and Compensation Committee.  The
Series A-1 stockholder has not yet designated a replacement for
Mr. Curran.  Goran Jurcuvic has been appointed by the Board to
fill the vacancy on the Audit Committee.

                         About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.


INTERNATIONAL COMMERCIAL: Incurs $550,000 Net Loss in 2012
----------------------------------------------------------
International Commercial Television Inc. filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $550,448 on $22.92 million of net sales
for the year ended Dec. 31, 2012, as compared with a net loss of
$485,892 on $3.10 million of net sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $4.44 million
in total assets, $4.84 million in total liabilities and a $400,369
total shareholders' deficit.

EisnerAmper, LLP, in Edison, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company's recurring losses from operations raise substantial
doubt about its ability to continue as a going concern.

                         Bankruptcy Warning

"There is no guarantee that the Company will be successful in
bringing our products into the traditional retail environment.  If
the Company is unsuccessful in achieving this goal, the Company
will be required to raise additional capital to meet its working
capital needs.  If the Company is unsuccessful in completing
additional financings, it will not be able to meet its working
capital needs or execute its strategy.  In such case the Company
will assess all available alternatives including a sale of its
assets or merger, the suspension of operations and possibly
liquidation, auction, bankruptcy, or other measures."

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

                       http://is.gd/lOAq2y

                  About International Commercial

Wayne, Pa.-based International Commercial Television Inc. sells
various consumer products.  The products are primarily marketed
and sold throughout the United States and internationally via
infomercials.


INTERNATIONAL HOME: Amends Chapter 11 Plan & Disclosures
--------------------------------------------------------
International Home Products Inc. and Health Distillers
International Inc. amended their disclosure statement and plan of
reorganization to provide for these terms:

   * The secured claim of A. Bert Foti will be allowed in the
     amount of $500,000 and will be paid on the second year of the
     Plan.

   * First Bank's valid liens over the Debtor's properties arising
     from the $12.2 million prepetition term loan facility will be
     paid in monthly installments of $32,105 considering an
     amortization of 20 years and interest at the prime rate.
     First Bank's allowed secured claims arising from other
     prepetition lines of credit will be paid in the amount of
     $1.9 million with monthly installments of $8,328 considering
     an amortization of 20 years and interest at the prime rate.
     First Bank's unsecured claim, estimated in the amount of $6.6
     million will receive 10% of its claim.

   * CRIM's secured claim in the amount of $30,539 will be paid in
     monthly installments within 60 months from the Petition Date,
     including interest at the prime rate.

   * The class that includes the secured portion of the claim
     filed by each of Preferred Credit Inc. and American
     Enterprises International Inc. will retain its liens and will
     be paid pursuant to the agreement that rules their relation
     with the Debtor.

   * General unsecured priority claims related to clients deposits
     will be paid on the effective date.  Other general unsecured
     claims will be paid 10% of its claim in monthly installments
     within 60 months from the effective date.

   * Insiders and holders of equity interests will not receive
     anything under the Plan.

A full-text copy of the Amended Disclosure Statement dated March
20 is available for free at:

        http://bankrupt.com/misc/INTLHOMEds0320.pdf

                 About International Home Products

International Home Products, Inc., is engaged in the sale,
financing of "Lifetime" cookware and other kitchenware as well as
sale of account receivables in the secondary market.  It is the
exclusive distributor of "Lifetime" products in Puerto Rico for
over 40 years.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 12-02997) on April 19,
2012.  Carmen D. Conde Torres, Esq., in San Juan, P.R.,
serves as the Debtor's counsel.  Wigberto Lugo Mendel, CPA,
serves as its accountants.  The Debtor disclosed $66,155,798 and
$43,350,031 in liabilities as of the Chapter 11 filing.

Secured lender First-Bank Puerto Rico is represented by Manuel
Fernandez-Bared, Esq., and Jane Patricia Van Kirk, Esq., at Toro,
Colon, Mullet, Rivera & Sifre, P.S.C.

On May 7, 2012, International Home's affiliate, Health Distillers
International, Inc., filed a separate Chapter 11 petition (Bankr.
D.P.R. Case No. 12-03574.


IRONSTONE GROUP: Incurs $141,000 Net Loss in 2012
-------------------------------------------------
Ironstone Group, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$141,392 for the year ended Dec. 31, 2012, as compared with a net
loss of $80,756 in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.09 million
in total assets, $1.45 million in total liabilities and a $362,078
total stockholders' deficit.

Madsen & Associates CPA's, Inc., in Murray, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have the necessary working capital for
its planned activity, which raises substantial doubt about its
ability to continue as a going concern.

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

                        http://is.gd/3DydLM

                       About Ironstone Group

San Francisco, Calif.-based Ironstone Group, Inc., and
subsidiaries have no operations but are seeking appropriate
business combination opportunities.


IRWIN MORTGAGE: Court Confirms Plan of Liquidation
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
confirmed Friday the Plan of Liquidation proposed by Irwin
Mortgage Corporation and the subsequent modification as set forth
in the First Amended Plan of Liquidation, filed Jan. 30, 2013.

The Court approved and authorized the appointment of Development
Specialists, Inc., as Plan Trustee on the terms set forth in the
Plan and the Liquidating Trust Agreement.  Further, the Court
approved and authorized the appointment of Fred C. Caruso,
Margaret Good and Richard Szekelyi as Members of the Liquidating
Trust Oversight Committee.

A copy of the Confirming Order is available at:

         http://bankrupt.com/misc/irwinmortgage.doc727.pdf

According to the disclosure statement approved by the bankruptcy
judge last month, Irwin Mortgage Corporation is proposing a
liquidating plan that provides that all payments or other
distributions provided for by the Plan will be made from existing
funds, funds realized through the sale of assets by the plan
trustee, and funds realized through the prosecution and
enforcement of claims, demands and causes of action retained by
the Debtor.

Pursuant to the Plan, the Class 3 Claim of First Financial Bank,
National Association ("FFB") will be treated in accordance with
the FFB Settlement.

Under Article III of the Plan, allowed unsecured claims that are
not separately classified under the Plan (Class 5), allowed
unsecured claims of Everbank, Freedom, and Midfirst (Class 6), and
any unsecured claims of Copper Sands Litigation claimants that
become Allowed Claims (Class 7) are all impaired.

In full satisfaction and release of all such claims, the Plan
Trustee will distribute (after making payments required by the
Plan to the holders of Allowed Claims in Classes 1, 2(a), 2(b),
2(c), 2(d), 2(e), 2(f), and 4) all Cash in the Distribution Fund
Pro Rata to holders of Class 5 Allowed Claims, Class 6 Allowed
Claims, and Class 7 Allowed Claims.

Holders of Class 8 Interests will not receive or retain any
property on account of such Interests.  Class 8 allowed Interests,
and all certificates representing such Interests, will be canceled
on the Effective Date.

A copy of (i) the Disclosure Statement for the Debtor's First
Amended Plan of Liquidation and (ii) the First Amended Plan of
Liquidation is available at:

         http://bankrupt.com/misc/irwinmortgage.doc639.pdf

An executed copy of the FFB Settlement Agreement and Release among
First Financial Bank, N.A., the Debtor and Irwin Reinsurance
Corporation, as filed with the Court on March 28, 2013, is
available for free at:

         http://bankrupt.com/misc/irwinmortgage.doc723.pdf

                       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.  In its schedules, the Debtor disclosed $25,661,329
in assets and $219,353,376 in liabilities.

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.




ISC8 INC: Appoints John Vong as New Chief Financial Officer
-----------------------------------------------------------
ISC8 Inc.'s Board of Directors has appointed Mr. John Vong as the
Company's Chief Financial Officer, effective April 3, 2013.  Mr.
Vong most recently served as the corporate controller for Spectrum
Group International, Inc., a publicly traded company, from 2010 to
2013.  Prior to that, he was Vice President of Finance for Clean
Energy Fuels Corp. and the corporate controller for Fuel Systems
Solutions, Inc., both publicly traded companies.  Mr. Vong has a
B.S. in Business Administration from the University of California,
Riverside, and an M.B.A., from the University of California,
Irvine, and is a California Certified Public Accountant.

"We are excited to have John join ISC8 at this time of significant
planned growth in our cybersecurity business," said Bill Joll,
President and CEO of ISC8 Inc.  "He brings a breadth of experience
in both public companies and software revenue models that will be
crucial as we move forward to strategically capitalize on
opportunities in the rapidly growing market for cybersecurity."

As part of a planned transition, Mr. Vong will succeed Edward J.
Scollins, the Company's Interim Chief Financial Officer, whose
resignation was effective March 22, 2013.

Pursuant to his employment agreement, Mr. Vong will receive,
during the term of his employment, an annual base salary of
$170,000 and will be eligible to earn a discretionary bonus per
year of up to 50% of his base salary.

                          About ISC8 Inc.

Costa Mesa, California-based ISC8 Inc. is engaged in the design,
development, manufacture and sale of a family of security
products, consisting of cyber security solutions for commercial
and U.S. government applications, secure memory products, some of
which utilize technologies that the Company has pioneered for
three-dimensional ("3-D") stacking of semiconductors, systems in a
package ("Systems in a Package" or "SIP"), and anti-tamper
systems.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, expressed substantial doubt about ISC8 Inc.'s
ability to continue as a going concern.  The independent auditors
noted that as of Sept. 30, 2012. the Company has negative working
capital of $10.1 million and a stockholders? deficit of
$35.4 million.

The Company reported a net loss of $19.7 million on $4.2 million
of revenues in fiscal 2012, compared with a net loss of
$15.8 million on $5.2 million of revenues in fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed $6.1 million
in total assets, $41.5 million in total liabilities, and a
stockholders' deficit of $35.4 million.


J. CREW: S&P Revises Outlook to Positive & Affirms 'B' CCR
----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
New York City-based J. Crew Group Inc. to positive from stable.
At the same time, S&P affirmed all of its ratings on the company,
including its 'B' corporate credit rating.

"The outlook revision reflects the company's performance over the
past year, which was consistently ahead of our projections,
expectations for further gains, albeit at a diminished level, and
strengthening of credit protection measures," said credit analyst
David M. Kuntz.  "We forecast leverage to be around 5x over the
next 12 months."

The positive outlook reflects S&P's view that J. Crew's solid
execution will continue over the next year, leading to moderate
performance gains.  S&P believes that the company will benefit
from an increase in new stores and positive same-store sales
growth.  However, S&P believes that margin upside may be limited
due to increased promotional activity, new store expenses, and
infrastructure costs.  In S&P's base case, it estimates that the
company will remain highly leveraged, with leverage around 5x and
interest coverage in the upper-2x area over the next year.

S&P could raise the rating if the company performs ahead of its
expectations with sales per sq. ft. in the mid-single digits while
margins increase in the 25 to 50 basis points (bps) range.  This
would indicate that the company is either able to reduce its
promotional activity or benefit from infrastructure investments
ahead of S&P's forecast.  This would result in leverage under 5x
area and interest coverage of about 3x.

S&P could revise its outlook to stable if merchandise issues occur
or a further retrenchment of consumer spending leads to
performance erosion.  Under this scenario, sales per sq. ft. would
be flat and margins would fall by about 50 bps below S&P's
expectations.  At that time, leverage would remain in the mid-5x
area.  Additionally, any meaningful dividend activity could have a
negative effect on the rating or outlook.


JIROUDI FAY: Case Summary & 8 Unsecured Creditors
-------------------------------------------------
Debtor: Jiroudi Fay, LLC
        323 E. Bullard Avenue, Suite 104
        Fresno, CA 93710-8620

Bankruptcy Case No.: 13-12343

Chapter 11 Petition Date: April 2, 2013

Court: U.S. Bankruptcy Court
       Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: Hagop T. Bedoyan, Esq.
                  KLEIN DENATALE GOLDNER
                  5260 N. Palm Avenue, #201
                  Fresno, CA 93704
                  Tel: (559) 438-4374

Scheduled Assets: $1,297,282

Scheduled Liabilities: $1,884,644

A copy of the Company's list of its eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/caeb13-12343.pdf

The petition was signed by Nasser Jiroudi, managing member.


JVMW PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: JVMW Properties Management Corp
        P.O. Box 364666
        San Juan, PR 00936-4666

Bankruptcy Case No.: 13-02532

Chapter 11 Petition Date: April 1, 2013

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  LUGO MENDER GROUP, LLC
                  Centro Internacional De Mercadeo
                  Carr 165 Torre 1, Suite 501
                  Guaynabo, PR 00968
                  Tel: (787) 707-0404
                  E-mail: wlugo@lugomender.com

Scheduled Assets: $15,694,947

Scheduled Debts: $25,782,161

The petition was signed by Julio Blanco D'Arcy, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
BPPR                               Commercial Loan      $8,842,073
P.O. Box 362708
San Juan, PR 00936-2708

BPPR                               Commercial Loan      $5,914,785
P.O. Box 362708
San Juan, PR 00936-2708

BPPR                               Commercial Loan      $5,111,010
P.O. Box 362708
San Juan, PR 00936-2708

BPPR                               Commercial Loan      $1,370,304
P.O. Box 362708
San Juan, PR 00936-2708

Edith Castillo Palomo              Action for Damages     $262,000
Urb Buenaventura 1241
Calle Magnolia
Mayaguez, PR 00680

Mayra Lugo Segarra                 Action for Damages     $160,630

Eulogia Mu¤iz                      Action for Damages     $125,000

CRIM                               Real Property Taxes     $61,622

Asoc de Residentes del Cond        Association             $48,346
Mont Blanc                         Maintenance Fee

CRIM                               Real Property Taxes     $40,416

CRIM                               Real Property Taxes     $40,077

CRIM                               Real Property Taxes     $39,330

Asoc de Residentes del Cond        Association             $36,412
Mont Blanc                         Maintenance Fee

Asoc de Residentes del Cond        Association             $35,648
Mont Blanc                         Maintenance Fee

CRIM                               Real Property Taxes     $32,690

Asoc de Residentes del Cond        Association             $29,702
Mont Blanc                         Maintenance Fee

CRIM                               Real Property Taxes     $27,553

CRIM                               Real Property Taxes     $27,553

CRIM                               Real Property Taxes     $27,553

CRIM                               Real Property Taxes     $27,553


KALMEK INC.: Case Summary & 2 Unsecured Creditors
-------------------------------------------------
Debtor: Kalmek, Inc.
        3477 Beecher Road
        Flint, MI 48532

Bankruptcy Case No.: 13-31190

Chapter 11 Petition Date: April 2, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Flint)

Judge: Daniel S. Opperman

Debtor's Counsel: David W. Brown, Esq.
                  LAW OFFICE OF DAVID W. BROWN, PLLC
                  1820 N. Lapeer Road, Suite 2A
                  Lapeer, MI 48446
                  Tel: (810) 245-6082
                  E-mail: dbrownatt@sbcglobal.net

Scheduled Assets: $1,969,150

Scheduled Liabilities: $603,747

A copy of the Company's list of its two largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/mieb13-31190.pdf

The petition was signed by Stanley Kalisek, president.


KYUNG & H LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Kyung & H, LLC
          dba LG 25 Food & Liquor
        4706 N. Kimball Ave
        Chicago, IL 60625

Bankruptcy Case No.: 13-13763

Chapter 11 Petition Date: April 2, 2013

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Myeoung H. Lee, Esq.
                  IBT LAWS, LLC
                  1245 Milwaukee Avenue, #101
                  Glenview, IL 60025
                  Tel: (224) 567-8750
                  Fax: (847) 637-0482
                  E-mail: ibtlaws@gmail.com

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000

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

The petition was signed by Jung H. Kim.


LANTERN PARTNERS: Raises White Flag; Has Case Dismissed
-------------------------------------------------------
Bankruptcy Judge James M. Carr dismissed the Chapter 11 case of
Lantern Partners, LLC.

The Debtor sought case dismissal, conceding that "there is no hope
in proposing a confirmable plan of reorganization and
rehabilitating its business" over the objections of creditor GE
Commercial Finance Business Property Corporation f/k/a/ General
Electric Capital Business Asset Funding Corporation.

The Chapter 11 Case is a "single asset real estate" case pursuant
to 11 U.S.C Sec. 101(51B).  The Debtor's contemporary office
building at 10500 Kincaid Dr, Fishers, Indiana, was originally
built in 2003 as a single tenant use building for Irwin Mortgage
Corporation.  After the downturn in the economy and specifically
to the real estate market, Irwin began to sell certain divisions
of its mortgage business and in turn subleased portions of the
Property, all the while remaining obligated to Lantern Partners
pursuant to its lease which included an obligation to make all
real estate tax payments.  On July 8, 2011, Irwin filed a
voluntary Chapter 11 petition in the U.S. Bankruptcy Court for the
Southern District of Ohio and subsequently terminated its lease.

Lantern Partners was quickly able to secure most if not all of the
existing tenants in the Property.  The largest tenet, representing
approximately two-thirds of the square footage, is Freedom
Mortgage Corporation.  The current tenants were secured at
existing market rate, which rate was below that being received by
Lantern Partners from Irwin.

Lantern Partners' financial difficulties, however, were
significantly compounded as a result of Irwin's failure to pay
property tax in 2011 and the penalties which were assessed against
the Property.  The combination of the loss of Irwin and excessive
property taxes resulted in a default under a loan with GE
Commercial, which filed a Complaint for Foreclosure of Mortgage,
Replevin, and Immediate Appointment of Receiver with the Superior
Court for Hamilton County, Indiana in Cause No. 29D03-1204-MF-
4289.

Lantern Partners sought bankruptcy protection on an emergency
basis to stay the Foreclosure Action, give the Debtor breathing
room to challenge the property tax assessment and reorganize its
financing.

Pursuant to the Final Order Authorizing Use of Cash Collateral,
Lantern Partners agreed to list the Property for sale as a
condition to the use of GE Commercial's cash collateral.  The
Debtor had until March 1, 2013, to close the sale of the Property,
but was unable to meet the deadline.

Despite the efforts of the Debtor and the Court-approved real
estate agent, the best offer which Lantern Partners has received
is approximately half of the claim filed by GE Commercial
($12,494,592.11).  Further, although the Debtor has succeeded in
slightly reducing the assessment of its real property taxes, the
taxes are still higher than both the appraised value of the
Property and amounts that potential purchasers have offered for
the Property.

Lantern Partners has not found any new financing during the
pendency of the Chapter 11 Case.

The Court has previously found that all of the Debtor's cash
represents either proceeds of loans from GE or proceeds of the
Property and that Lantern Partners does not have sufficient
unencumbered cash or other assets with which to continue and
operate its business during its restructuring.

According to Lantern Partners, without use of GE Commercial's cash
collateral, the Debtor has no operations, no cash flow and is
unable to pay expenses without incurring additional post-petition
debt. Further, the Debtor continues to incur administrative
expenses and burdens in the Chapter 11 Case such as quarterly
trustee fees, preparation of monthly operating reports and
professional expenses. Such facts indicate a continuing loss to
the estate.

Lantern Partners said dismissal, rather than conversion, is
appropriate and in the best interest of Debtor's creditors because
the only asset, the Property, is fully encumbered and any funds
derived from its liquidation would go to GE Commercial.

GE Commercial has agreed with the Debtor that the Chapter 11 Case
should be dismissed.

Lantern Partners LLC filed a Chapter 11 petition (Bankr. S.D. Ind.
Case No. 12-06288) on May 25, 2012, in Indianapolis, Indiana.  The
Debtor is a single asset real estate as defined in 11 U.S.C., Sec.
101 (51B).  The Debtor's principal asset is located at 10500
Kincaid Drive, Fishers, Indiana.

Jeffrey A. Hokanson, Esq., and Jeremy M. Dunn, Esq., at Frost
Brown Todd LLC, serve as the Debtor's bankruptcy counsel.  Judge
Anthony J. Metz, III, presides over the case.

Henry A. Efroymson, Esq. -- henry.efroymson@icemiller.com --
argues for GE Commercial Finance Business Corp.


LEHMAN BROTHERS: Cuts Swiss Unit's $15.4 Billion Claim
------------------------------------------------------
Lehman Brothers Holdings Inc. filed a motion seeking court
approval to settle Lehman Brothers Finance AG's $15.4 billion
claim.

Under the deal, Lehman's former Swiss derivatives unit agreed to
cut its claim against the company to $942 million from $15.4
billion.  LBF will also assign to the holding company billions of
dollars of claims that it asserted against certain Lehman
affiliates.

In return, Lehman agreed to cut its claim against LBF to $8.75
billion from $14.2 billion. The holding company also agreed to
partially subordinate its claim against LBF to the claims of the
Swiss company's third-party creditors.

The deal is formalized in a 23-page agreement, which is available
for free at http://is.gd/9aQJZo

Daniel Ehrmann, Lehman's international chief, said the agreement
was the last major dispute to be settled, Reuters reported.

"This settlement avoids years of potentially costly litigation
and allows LBF to significantly accelerate its distributions to
creditors while providing (Lehman) with a significant recovery,"
Mr. Ehrmann said.

In February, Lehman signed an agreement with the trustee who was
appointed to liquidate its brokerage arm.  The settlement reduced
the company's customer claim from $19.9 billion to $2.3 billion.
In return, Lehman received a $14 billion unsecured claim against
the brokerage.

Judge James Peck will hold a hearing on April 24 to consider
approval of the proposed settlement.  Objections are due by
April 17.

                      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 was set for 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: Proposes Settlement With BofA
----------------------------------------------
Lehman Brothers Holdings Inc. asked the U.S. Bankruptcy Court in
Manhattan to approve a settlement agreement between its special
financing unit and Bank of America N.A.

The settlement agreement provides for resolution of all disputes
relating to a credit default swap agreement, and a related
indenture among the Lehman unit, Libra CDO Limited, Libra CDO LLC
and BofA.

Under the agreement, Lehman's special financing unit will receive
termination payment from BofA to resolve their dispute over the
issue of whether the swap deal was validly terminated on October
10, 2008, and to settle the lawsuit it filed against the bank.

The lawsuit filed in May 2009 sought a declaratory judgment that
the swap agreement was not validly terminated, and that it is an
executory contract that can be assumed and assigned.

The proposed settlement also calls for the mutual release of all
claims between BofA and the Lehman unit in connection with the
termination of the swap deal, and the litigation.  A copy of the
settlement agreement is available for free at http://is.gd/TcrX0D

A court hearing is scheduled for May 15.  Objections are due by
May 13.

                      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 was set for 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: Seeks to Disallow LBREP Lakeside Claims
--------------------------------------------------------
Lehman Brothers Holdings Inc. asked the U.S. Bankruptcy Court in
Manhattan to disallow the claims of LBREP Lakeside SC Master I LLC
against the company and its commercial paper unit.

The move came after LBREP Lakeside refused to withdraw its claims
despite of an earlier settlement signed by its parent
LBREP/LSunCal Master I LLC and Lehman's commercial paper unit.

The deal settled the lawsuit filed by the SunCal parent's trustee
to challenge a 2006 agreement, which allowed the company to borrow
$320 million from Lehman's commercial paper unit and other
lenders, and use about $130 million of the loan proceeds to pay a
dividend to LBREP Lakeside.

In a court filing, Lehman also seeks a court order determining
that the settlement was entered into in good faith pursuant to
the California Code of Civil Procedure, and disallow the claims
based on such good faith finding.

Lehman said the claims are premised on the "flimsy notion" that
its commercial paper unit and LBREP Lakeside are alleged joint
tortfeasors relating to the 2006 transaction, and that the
company owes LBREP Lakeside for the amount paid by the claimant
to the trustee.

"The claimant has effectively conceded, based on its prior
pleadings, that under California law, the claimant's alleged
contribution or indemnification claim against [Lehman's
commercial paper unit] is eliminated if this court finds, as it
should, that the settlement was entered into in "good faith,"
Lehman said in the court filing.

A court hearing is scheduled for May 30.  Objections are due by
April 25.

                      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 was set for 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: Has Settlement on Barclays' TBA Trade Claims
-------------------------------------------------------------
Lehman Brothers Inc.'s trustee asked the U.S. Bankruptcy Court in
Manhattan to approve an agreement with Barclays Capital Inc. to
settle claims arising from so-called "to-be-announced" trades.

The claims had been assigned to Barclays under two agreements
dated Sept. 18, 2008 among the U.K. bank, the Lehman brokerage
and BlackRock Capital Inc.

The settlement, if approved, would facilitate the return to the
Lehman estate of $2.125 million associated with the trades.  The
agreement is available for free at http://is.gd/MWJig1

Through the settlement, the parties "avoided the need for a
formal litigation and the attendant expenditure," according to
the Lehman trustee's lawyer, Daniel Lubell, Esq., at Hughes
Hubbard & REED LLP, in New York.

A court hearing is scheduled for April 24.  Objections are due by
April 17.

                      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 was set for 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: SEC Has Varying Positions on Claims
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, says
that the Securities and Exchange Commission is taking inconsistent
positions on whether victims of a Ponzi scheme like Bernard L.
Madoff Investment Securities Inc. should have their claims
increased to reflect how long they were investors before the fraud
blew up.

According to Mr. Rochelle's report, in support of an opinion last
week from the U.S. Court of Appeals in a Ponzi scheme case called
Commodity Futures Trading Commission v. Walsh, the SEC took the
position there should be no increase to account for inflation or
the time-value of money.  The agency argued that victims' claims
should be limited to the amount invested less the amount taken
out.

The report notes that in the Madoff liquidation, the SEC filed
papers arguing there should be an inflation factor in the
determination of the size of a victim's claim.

The April 3 opinion from the Second Circuit appeals court favors
Madoff trustee Irving Picard who believes there should be no
interest or inflation factor, regardless of whether the victim was
an investor for 20 years or one month.  The appeals court's
decision involved a Ponzi scheme perpetrated by Stephen Walsh and
Paul Greenwood.  The federal court receiver brought lawsuits and
collected $815 million toward victims' claims aggregating $959
million.  The receiver proposed that everyone receive the same
percentage distribution.  The SEC agreed.  Some customers
disagreed, contending there should be an interest factor inflating
the claims of long-term investors.  Other customers believed more
of the money should be given to victims who thought they were
making less speculative investments.  The 35-page opinion by
Circuit Judge Amalya Kearse came down on the side of the receiver,
saying he didn't abuse his discretion by employing no interest
factor.

The SEC, the report relates, argued that treating everyone the
same, without an interest factor, was "the best and fairest
approach."  If the receiver eventually were to pay everyone 100
percent, then, the agency said, adjusting claims to reflect the
time-value of money might be appropriate.  In papers filed with
the Madoff bankruptcy court in December, the SEC said that an
"inflation adjustment should provide a more accurate calculation
of the real-dollar value of the customer's net investment."

The SEC wasn't prepared to say whether inflation adjustment should
be added to the calculation of Madoff claims.  The agency said
claims should be adjusted "provided that the benefits of doing so
outweigh the costs."  At the time, the SEC said it didn't have the
"data necessary to make an informed evaluation of the benefits or
the costs" and thus "has not made any determination as to whether
or not an inflation adjustment should be made."

In the Madoff liquidation, the bankruptcy judge is currently
scheduled to hold a hearing in July to decide if customers' claims
will be increased with an interest factor.  Customers are in the
process of investigating facts pertinent to the July hearing.

Mr. Rochelle points out that the Walsh decision arguably supports
the Madoff trustee.  Near the end, Kearse said there is no
"authority that supports the proposition that an inflation
adjustment is required as a matter of law when there is to be a
distribution of assets to a group of similarly situated victims
and those assets are insufficient to make all of the victims
whole."

The opinion was Commodity Futures Trading Commission v. Walsh,
11-1516, 2nd U.S. Circuit Court of Appeals (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.).


LIBERTY MEDICAL: Projects Stable Cash Through June
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, says
Liberty Medical Supply Inc., a mail-order supplier of diabetic
testing equipment and supplies, received final approval to use
cash for operating the business in a Chapter 11 reorganization
begun in mid-February.

According to the report, the company projects that $50.6 million
cash on hand in early April will decline to a low of $35.6 million
next month before climbing to $53.2 million at the end of June.
Liberty expects to operate in Chapter 11 without additional
financing.

Liberty projects having a net cash flow of $10.8 million before
reorganization costs from late March through the end of June. The
total cash inflow during the period is projected for $126.4
million.

                        About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst &
Young LLP to provide investment banking advice; and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent for the
Clerk of the Bankruptcy Court.


LICHTIN/WADE: Plan Confirmation Hearing Continued to May 2
----------------------------------------------------------
The hearing to consider confirmation of the Third Amended Chapter
11 Plan filed by Trawick H Stubbs Jr. on behalf of Lichtin/Wade,
LLC, is continued to May 2, 2013, at 10:30 AM.

ERGS II, L.L.C., a secured creditor, objected to the Plan because
its accompanying Disclosure Statement contains no adequate
information to explain the significant transactions between the
Debtors and its insiders and affiliates.  Moreover, ERG complained
that the Plan does not disclose the identity of the trustee, how
the trustee will be paid, how the trust will be administered, and
the timing and amount of distributions to be made from the trust
to unsecured creditors.  Furthermore, ERG complained that there is
inadequate information as to whether the Debtor will be able to
pay all of its obligations under the Plan.

The Bankruptcy Administrator for North Carolina, in a separate
filing, also complained that the Plan does not state that the
offer for Rock I, LLC, to purchase a new membership in the Debtor
for $4.5 million is an exclusive offer.  The Plan, instead, state
that another could make a competing offer.  One can only conclude
that the opportunity to offer "new equity" is only to Rock I, the
Bankruptcy Administrator said.  Moreover, the Bankruptcy
Administrator raised concerns surrounding the Plan's feasibility.

The Plan is a "new equity plan" under which Rock I will pay $4.5
million in exchange for a membership interest in the Debtor.  The
Debtor's current member interests will be extinguished.  The
members of Rock I are Noel Lichtin (56.25%), Karen Stacey Lichtin
Trust (18.75%) and Hard Rock (25%).

The "new equity" of $2.0 million will be paid to ERGS to be
applied to the secured claim.  The remaining amount of the $4.5
million will be in the form of a line of credit to be drawn over
the life of the plan for the purpose of being used when there are
shortfalls during the life of the plan.

                         About Lichtin/Wade

Lichtin/Wade LLC filed for Chapter 11 bankruptcy (Bankr. E.D.N.C.
Case No. 12-00845) on Feb. 2, 2012, amid efforts to refinance $39
million in construction-related loans and other debts connected to
two office buildings built in 2008 at 5420 and 5430 Wade Park
Blvd.  Lichtin/Wade, based in Wake County, North Carolina, owns
and operates the office park known as the Offices at Wade,
comprised of two Class A office buildings and vacant land approved
for additional office buildings.  The buildings are known as Wade
I and Wade.  Each building is over 90% leased, with only three
vacant spaces remaining between the two buildings.

Judge Randy D. Doub presides over the case.  Trawick H. Stubbs,
Jr., Esq., and Laurie B. Biggs, Esq., at Stubbs & Perdue, P.A.,
serve as the Debtor's counsel.

The Debtor disclosed $47,053,923 in assets and $52,548,565 in
liabilities as of the Petition Date.

The petition was signed by Harold S. Lichtin, president of Lichtin
Corporation, the Debtor's manager.


LIFECARE HOLDINGS: Court OKs Sale of Assets to Lenders for $320MM
-----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware signed off an order on April 4, 2013, authorizing LCI
Holding Company, Inc., and its debtor affiliates to sell
substantially all of their assets to Hospital Acquisition LLC, an
entity formed by the Debtors' prepetition secured lenders.

The assets are sold to the Debtors' prepetition lenders, who hold
an allowed secured claim in the amount of $355 million.  The
Purchasers were allowed to credit bid for $320 million.

To be excluded from the acquired assets is the Debtors' right,
title and interest in and to the insurance policies that are being
financed pursuant to a Premium Finance Agreement dated Dec. 5,
2012, pursuant to which $1,374,889 is the amount financed by AFCO
Credit Corporation.  The Asset Purchase Agreement may not be
modified to adversely affect the rights of Health Care REIT, Inc.,
without its consent.  None of the Debtors' agreements with Cigna
will be assume or assigned without further order of the Court.

Prior to the hearing on the asset sale, the U.S. Trustee objected
complaining that the proposed sale won't allow the Debtors to pay
potentially $24 million capital gains tax on the deal.  The
Official Committee of Unsecured Creditors, in response to the U.S.
Trustee's objection, maintained that there is no better
alternative than the sale and the sale is supported by all of the
major economic constituents in the Chapter 11 cases.  Denial of
the sale motion and dismissal of the Chapter 11 cases would be
disastrous for not just the Debtors' creditors and thousands of
employees, but most importantly, their patients, the Committee
asserted.

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.

An auction on the sale of substantially all of the Debtors' assets
was conducted on March 20.  The Debtors have agreed to sell their
assets to their existing lenders in exchange for debt, absent
higher and better offers.


LIFECARE HOLDINGS: Ombudsman Professional Hiring Approved
---------------------------------------------------------
Judge Gross authorized Suzanne Koenig, the patient care ombudsman
for LCI Holding Company, Inc., to employ SAK Management Services,
LLC, as medical operations advisor.

SAK will bill the estates at these discounted hourly rates:

         Suzanne Koenig                $450
         Joyce Ciyou                   $400
         Patricia Higgins              $400
         Donna Iversen                 $400
         Mary Blyth                    $400
         Elise Gropper                 $400
         Jerry Harris                  $375
         Helen Colon                   $250

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.

An auction on the sale of substantially all of the Debtors' assets
was conducted on March 20.  The Debtors have agreed to sell their
assets to their existing lenders in exchange for debt, absent
higher and better offers.  The Debtors were allowed to sell their
assets to their prepetition lenders for $320 million in exchange
for the cancellation of their more than $350 million prepetition
secured debt.


LIFECARE HOLDINGS: Hearing Today on Bid to Extend Exclusivity
-------------------------------------------------------------
LifeCare Hospitals LLC and its affiliated debtor-entities will
return to the Bankruptcy Court today, April 9, for a hearing on
their request to keep control of the restructuring.  The hearing
will be held 2:00 p.m. in bankruptcy court in Wilmington,
Delaware.

LifeCare is seeking entry of an order (i) extending the Debtors'
exclusive period to file a plan until Aug. 31, 2013, a date that
is approximately four and one half months after the expiration of
the current Plan Period, and (ii) extending the exclusive period
to solicit acceptances of the plan until Oct. 30, 2013, a date
that is 60 days after the expiration of the proposed extended Plan
Period.  If granted, the extensions of the Exclusive Periods will
be without prejudice to (i) the right of the Debtors to seek
further extensions of the Exclusive Periods or (ii) the right of
any party in interest to seek to reduce the Exclusive Periods for
cause.

Based on the statutory timelines to file and solicit a plan
contained in section 1121 of the Bankruptcy Code, the Debtors'
current Plan Period and Solicitation Period are set to expire on
April 10, 2013 and June 9, 2009, respectively.

According to papers filed in Court last month, since filing for
bankruptcy, the Debtors have been predominantly focused on two
goals. The Debtors' foremost priority has been stabilizing
operations to avoid disruption in patient care.  The Debtors'
operations span 27 hospitals in 10 states.  More than 4,500
employees provide care to numerous seriously ill patients.

The Debtors said stabilizing operations and ensuring a smooth
transition to chapter 11 was critical to patient care and
preservation of value.  At the same time, the Debtors have worked
diligently to maximize value though the sale of substantially all
of their assets.  Those efforts resulted in a bid from their
secured lenders as stalking horse purchaser.

At a hearing on April 2, the Bankruptcy Court approved a proposed
transaction between the Debtors and Hospital Acquisition LLC, the
vehicle created by the senior secured lenders to acquire the
Debtors' assets.

According to a Bloomberg News report, there were no bids to
compete with the offer from the lenders, because no one was
willing to pay the $353.4 million owing on the secured credit
facility with JPMorgan Chase Bank NA as agent.  Consequently, the
auction set for March 20 was canceled.

The Debtors have earlier said the sale to the Stalking Horse
Purchaser -- which requires a number of regulatory approvals -- is
anticipated to close in July 2013.

The Debtors said the proposed extension of the Plan Period to Aug.
31, 2013 will allow the Debtors' proposed sale process to run its
course and give the Debtors the opportunity to formulate, propose
and solicit a plan without the disruption of their efforts that
might be caused by the filing of competing plans by non-Debtor
parties.

                     About LifeCare Hospitals

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a $570 million
acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


LODGENET INTERACTIVE: Suspending Filing of Reports with SEC
-----------------------------------------------------------
LodgeNet Interactive Corporation filed a Form 15 with the U.S.
Securities and Exchange Commission to voluntarily deregister its
common stock $.01 par value per share and suspend its reporting
obligations with the SEC under Sections 13 and 15(d) of the
Securities Exchange Act of 1934.  As of March 28, 2013, there were
only 48 holders of the Company's common shares.


                         About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.

As of Sept. 30, 2012, LodgeNet, on a consolidated basis, reported
$292 million in assets and $449 million in liabilities.

LodgeNet Interactive and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 13-10238) on Jan. 27,
2013, with a prepackaged Chapter 11 plan of reorganization.

The plan extends the maturity date and modifies a $332.6 million
term loan and $21.5 million revolver.  Colony Capital, LLC, is
acquiring 100% of the new shares of the reorganized company for
$60 million.

Weil, Gotshal & Manges LLP serves as counsel to the Debtors;
Leonard Street and Deinard is the co-counsel; Miller Buckfire &
Co., LLC and Moorgate Bankers are the investment banker; FTI
Consulting, Inc. is the financial advisor; and Kurtzman Carson
Consultants is the claims and notice agent.

The Bankruptcy Court approved the prepackaged Chapter 11 plan for
LodgeNet Interactive Corp.


LOLINA HUN: Case Summary & 7 Unsecured Creditors
------------------------------------------------
Debtor: Lolina Hun Properties LLC
        4790 Peachtree Industrial Boulevard, Suite 201
        Norcross, GA 30071

Bankruptcy Case No.: 13-57441

Chapter 11 Petition Date: April 2, 2013

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

Debtor's Counsel: Leslie M. Pineyro, Esq.
                  JONES AND WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: lpineyro@joneswalden.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its seven largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ganb13-57441.pdf

The petition was signed by Steven Yijae, member/manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
BJS Management Corp.                  12-71760            08/31/12


LYFE COMMUNICATIONS: Delays Form 10-K for 2012 for Review
---------------------------------------------------------
Lyfe Communications, Inc., notified the U.S. Securities and
Exchange Commission it will be delayed in filing its annual report
on Form 10-K for the year ended Dec. 31, 2012.  The Company is in
the process of completing its financial statement review, and
believes that the subject annual report will be available for
filing during the extension period.

                     About LYFE Communications

South Jordan, Utah-based LYFE Communications, Inc.'s business is
to develop, deploy, and operate next generation media and
communications network based services to single-family, multi-
family, high-rise resort and hospitality properties.

                          *     *     *

Mantyla McReynolds, LLC, in Salt Lake City, Utah, expressed
substantial doubt about LYFE's ability to continue as a going
concern, following the Company's results for the year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has incurred significant losses and negative cash flows from
operations since inception, has not established operations with
consistent revenue streams, and has a working capital deficit.

The Company's balance sheet at Sept. 30, 2012, showed $1.2 million
in total assets, $3.3 million in total liabilities, and a
stockholders' deficit of $2.1 million.

"The Company has an accumulated deficit through Sept. 30, 2012, of
$15,151,677, and has had negative cash flows from operating
activities.  These factors raise substantial doubt about the
Company's ability to continue as a going concern."

MF GLOBAL: Holdings' Chapter 11 Plan Confirmed by Judge
-------------------------------------------------------
U.S. Bankruptcy Judge Martin Glenn on Friday approved MF Global
Holdings Ltd.'s plan to liquidate its assets.

The bankruptcy judge signed off the liquidation plan at a hearing
in U.S. Bankruptcy Court in Manhattan, which sets the stage
for creditors to start getting their money back.

At the Friday's hearing, Judge Glenn noted the "long road" to
confirmation of the plan, according to an April 5 report by
Reuters.

"While there have been some very strongly held views and
differences, counsel have worked exceedingly well together to
resolve most of them, limiting what the court had to decide,"
Reuters quoted Judge Glenn as saying.

The plan faced objections from the U.S. trustee as well as from
Preet Bharara, the U.S. attorney for the Southern District of New
York.

Both were concerned about language in the plan that released third
parties from certain legal claims.  The objections were withdrawn
after MF Global agreed to add language narrowing the releases,
Reuters reported.

Specifically, the releases must not hinder the "government's
criminal, police and regulatory powers," according to Judge
Glenn's April 5 order confirming the plan.  The order is available
for free at http://is.gd/IUebab

Louis Freeh, the trustee liquidating MF Global's estate, also made
a rare public appearance at the hearing, providing some
reassurance to customers, Reuters reported.

"I do firmly believe the customers in this case will be made
whole," the news agency quoted Mr. Freeh as saying.

Most customers have already been reimbursed for about 93% of the
value of their accounts, according to the report.

The plan is supported by the majority of MF Global creditors that
voted on the plan.  In all but two of the classes that voted, 100%
accepted the plan.  The only two classes that did not accept the
plan at 100% ratified it at 92.31% and 99.17%, respectively.

Under the plan, unsecured creditors of MF Global have a maximum
projected recovery of roughly 34% of claims.  Meanwhile, the
company's finance unit will be paid 34.4 cents on the dollar.

Bloomberg News notes that the court-approved disclosure statement
initially told creditors with $1.134 billion in unsecured claims
against the parent holding company why they could expect a
recovery of 13.4% to 39.1% from the plan.  As a consequence of
JPMorgan settlement, supplemental materials informed unsecured
creditors their recovery was reduced to the range of 11.4% to
34.4%.  Bank lenders will have the same recovery on their $1.174
billion claim against the holding company.  As a consequence of
the settlement, the predicted recovery became 18% to 41.5% for
holders of $1.19 billion in unsecured claims against the finance
subsidiary, one of the companies under the umbrella of the holding
company trustee.  Previously, the predicted recovery was 14.7% to
34% on bank lenders' claims against the finance subsidiary.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was 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 also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, 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), 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.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-
15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

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 Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

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.


MIDSTATES PETROLEUM: S&P Revises Outlook to Pos. & Affirms 'B' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Houston-based Midstates Petroleum Co. Inc. to positive from stable
and affirmed its 'B' corporate credit rating on the company.

At the same time, S&P place the senior unsecured ratings on
CreditWatch with developing implications, pending the final
financing chosen for the acquisition.

Midstates is acquiring about 36.4 million barrels of oil
equivalent (boe) in the Anadarko Basin from Panther Energy LLC and
partners Red Willow Mid-Continent LLC and LINN Energy Holdings
LLC.  "The company's business risk will significantly improve upon
closing of the transaction, which will meaningfully increase both
the scale and geographic diversity of its operations," said
Standard & Poor's credit analyst Paul B. Harvey.  Pro forma
reserves of nearly 112 million boe and forecasted production of
about 25,000 boepd, are consistent with the low-end of a 'B+'
category business risk.  In addition, the acquisition will improve
Midstates' geographic diversity by adding Anadarko Basin assets to
the company's existing Wilcox and Mississippian Lime plays.
Nevertheless, Midstates needs to successfully operate the Panther
assets as well as continue to successfully increase its existing
reserves, especially proved developed, prior to S&P's raising
ratings.

The ratings on Midstates reflect its "vulnerable" business risk,
"aggressive" financial risk, and "adequate" liquidity.  These
reflect the company's limited scale of operations, aggressive debt
leverage, and high capital spending levels.

The CreditWatch listing on the senior unsecured debt reflects the
potential for either an upgrade or downgrade depending on the
financing of the Panther acquisition, as well as S&P's recovery
valuation of those assets.

S&P expects to resolve the CreditWatch around the close of the
acquisition, estimated to be on or before May 31, or when the
funding for Panther is announced.

The positive outlook reflects the potential for an upgrade over
the next 12 months if Midstates can maintain reserves above 120
mmboe (minimum 35% to 40% proved developed) and a proved developed
reserve life of at least 4.5 years.  To accomplish this, Midstates
will need to successfully integrate the Panther acquisition as
well as continue to successfully develop its Mississippian and
Wilcox assets, which S&P views with some uncertainty given
Midstates' short history using horizontal drilling in these plays.

S&P could stabilize the rating if Midstates fails to maintain
production of at least 20,000 boepd or its proved developed
reserve life falls below 4.0 years.  In addition, S&P could
stabilize the rating if forecasted debt leverage exceeds 4.0x with
no near-term remedy.  This could occur if crude oil prices fall
below $75 per barrel without a compensating reduction in capital
spending.


MIDVALE LODGING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Midvale Lodging, LLC
        8000 Warren Parkway, Suite 206
        Frisco, TX 75034

Bankruptcy Case No.: 13-40875

Chapter 11 Petition Date: April 2, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

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

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

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

The petition was signed by Bawa Dhillon, managing member.


MOON VALLEY: Court Approves Attorney's and Accountant's Fees
------------------------------------------------------------
Bankruptcy Judge James M. Marlar granted these motions by Moon
Valley Country Club, an Arizona non-profit corporation:

     -- Motion for an Interim Award of Attorney's Fees, including
        Within it, a request to apply the prepetition retainer;
        and

     -- Motion for Payment of the Accountant's Fees to Keegan,
        Linscott & Kenon, P.C.

Objections to the Motions are overruled.

The Court also granted the Debtor's Motion for Stay Pending Appeal
to and through the ruling on whether the Debtor's most recent plan
is confirmed or denied.

A copy of the Court's April 2, 2013 Memorandum Decision is
available at http://is.gd/iqlrcFfrom Leagle.com.

Phoenix, Arizona-based Moon Valley Country Club filed for Chapter
11 bankruptcy (Bankr. D. Ariz. Case No. 12-16548) on July 25,
2012.  Bankruptcy Judge James M. Marlar oversees the case.  Robert
P. Harris, Esq., at Quarles & Brady LLP, serves as the Debtor's
counsel.  In its petition, the Debtor estimated under $10 million
in both assets and debts.  A copy of the Company's list of its 20
largest unsecured creditors is available for free at
http://bankrupt.com/misc/azb12-16548.pdf The petition was signed
by William Doyle, president.


MUSCLEPHARM CORP: Closes $6 Million Financing at $8.50 Apiece
-------------------------------------------------------------
MusclePharm Corporation has closed a $6 million common stock
offering.

On March 27, 2013, MusclePharm Corporation sold an aggregate of
703,236 shares of its common stock, $0.001 par value per share at
a per share price of $8.50 in a private placement to certain
accredited investors for an aggregate purchase price of
approximately $5,977,506.

The Common Stock was sold pursuant to subscription agreements
dated March 27, 2013, between the Company and the Purchasers.  The
Subscription Agreements contained customary terms regarding, among
other things, representations and warranties and indemnification.

Commenting on the announcement, MusclePharm Founder & CEO, Brad
Pyatt, stated, "The closing of this financing will increase both
our working capital and shareholders' equity.  Strengthening our
balance sheet at this time is advantageous as we continue to grow
our business.  Earlier this year we filed a listing application
with NASDAQ and we also believe the additional capital may help
expedite the up-listing to a National Exchange."

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $7.81 million in total
assets, $15.10 million in total liabilities, and a $7.29 million
total stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NANA DEVELOPMENT: S&P Removes 'B+' CCR From Creditwatch
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on NANA Development Corp. and removed the
rating from CreditWatch, where S&P placed it with negative
implications on Aug. 27, 2012.  The outlook is stable.

At the same time, S&P is withdrawing the ratings on NANA's first-
and second-lien term loans (both were due in 2016) that have been
repaid with proceeds from $275 million senior secured notes and a
$100 million term loan, which S&P rated 'B+' on March 7, 2013.
The recovery rating is '3', indicating S&P's expectation of
meaningful recovery (50%-70%) in a default scenario.

The ratings on NANA, a wholly owned subsidiary and the operating
company of NANA Regional Corp. (NRC), reflect S&P's view of the
company's "aggressive" financial risk profile and "weak" business
risk profile.

"Our financial risk profile assessment incorporates our view that
NANA's credit metrics will be commensurate with the rating, as we
expect the company to maintain debt to EBITDA and free operating
cash flow (FOCF) to debt over the next two years of 4x-5x and 5%-
10%, respectively," said Standard & Poor's credit analyst Nishit
Madlani.  The recent refinancing only marginally reduced cash flow
pressure from the annual debt amortizations (close to $20 million
per year)--in addition to somewhat reduced covenant compliance-
related risks.  Given that the company's current credit agreements
restrict the size of dividends paid to NRC, S&P expects these
payments to be manageable over the next 12 months.

S&P's "weak" business risk profile assessment incorporates NANA's
reliance on government spending and potentially volatile royalties
from third parties.  NANA operates service-based businesses in
four segments: contract services (56% of fiscal 2012 revenue),
professional and management services (14%), oilfield and mining
support (28%), and hospitality and tourism services.  Although its
business lines maintain some diversity, S&P believes the company
will continue to rely on government spending budgets, which may
face significant funding cuts or delays, for the majority of its
revenues.  S&P's base-case also incorporates risk related to
delays in large projects on Alaska's North Slope, which continue
to impact NANA's oilfield and mining support segment.  Some
offsets to these risks are steady oil and gas repair- and
maintenance-driven growth around the Gulf of Mexico, and cost
reduction from consolidation of administrative functions for
certain of its subsidiaries.

S&P's stable outlook reflects reduced covenant-related risks and
an extended maturity profile following NANA's refinancing.  S&P
expects NANA to maintain credit measures that are consistent with
the current rating, supported by S&P's expectation of modest
growth in its businesses and its committed royalty income fromthe
Red Dog Mine.

S&P could lower the rating if it appeared likely that debt to
EBITDA would stay above 5.0x with minimal FOCF prospects.  This
could occur in the event of further meaningful margin compression
in its contracted services, a sharp fall in zinc prices leading to
weaker cash flow prospects, and potentially higher drawdown on its
revolver to pay down debt amortization.  This could also occur if
a worse-than-expected impact of sequestration leads to reduction
or cancellation of funding for some of NANA's contracts into its
fiscal 2014.

S&P considers an upgrade unlikely over the next 12 months given
its thin EBITDA margins (excluding Red Dog proceeds), volatility
in NANA's cash flow stemming from changes in commodity prices
(mainly zinc), and increasing uncertainty from sequestration on
its federal contract segment.


NG TRUCKING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: NG Trucking, Inc.
          dba NG Trucking
        2451 Siempre Viva Court
        San Diego, CA 92154

Bankruptcy Case No.: 13-03441

Chapter 11 Petition Date: April 2, 2013

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: Jack Fitzmaurice, Esq.
                  FITZMAURICE & DEMERGIAN
                  1061 Tierra del Rey, Suite 204
                  Chula Vista, CA 91910
                  Tel: (619) 591-1000
                  Fax: (619) 591-1010
                  E-mail: lalmaraz@fitzmauricelaw.com

Scheduled Assets: $2,454,540

Scheduled Liabilities: $1,271,665

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/casb13-03441.pdf

The petition was signed by Nathan Garcia, president.


NORD RESOURCES: Incurs $10.2 Million Net Loss in 2012
-----------------------------------------------------
Nord Resources Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $10.25 million on $8.14 million of net sales for the
year ended Dec. 31, 2012, as compared with a net loss of $10.31
million on $14.48 million of net sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $51 million
in total assets, $68.96 million in total liabilities and a $17.96
million total stockholders' deficit.

"The results for 2012 continued to reflect the effects of the
measures that Nord implemented beginning in July 2010 to reduce
our costs, maximize cash flow, and improve operating
efficiencies," said Wayne Morrison, chief executive and chief
financial officer.

Mayer Hoffman McCann P.C., in Denver, Colorado, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company reported net losses of ($10,254,344) and
($10,316,294) during the years ended Dec. 31, 2012, and 2011,
respectively.  In addition, as of Dec. 31, 2012 and 2011, the
Company reported a deficit in net working capital of ($57,999,677)
and ($51,783,180), respectively.  The Company's significant
historical operating losses, lack of liquidity, and inability to
make the requisite principal and interest payments due under the
terms of the Amended and Restated Credit Agreement with its senior
lender raise substantial doubt about its ability to continue as a
going concern.

                        Bankruptcy Warning

"The Company's continuation as a going concern is dependent upon
its ability to refinance the obligations under the Credit
Agreement with Nedbank, the Copper Hedge Agreement with Nedbank
Capital, and the note payable with Fisher, thereby curing the
current state of default under the respective agreements.  Any
actions by Nedbank, Nedbank Capital or Fisher Industries to
enforce their respective rights could force us into bankruptcy or
liquidation."

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

                        http://is.gd/ZzYyrn

                       About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore in February 2009.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.


NORTEL NETWORKS: LTD Committee Taps Special Tax Counsel
-------------------------------------------------------
The Official Committee of Long Term Disability Participants
appointed in the Chapter 11 cases of Nortel Networks, Inc., et
al., sought and obtained Court authority from Judge Kevin Gross of
the U.S. Bankruptcy Court for the District of Delaware to retain
E. Morgan Maxwell, III, Esq., as special tax counsel, nunc pro
tunc to Feb. 11, 2013.

                      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.


NORTHERN STATES: Deregisters Common Stock with the SEC
------------------------------------------------------
Northern States Financial Corporation, on March 28, 2013, filed a
Form 15 with the Securities and Exchange Commission to deregister
the Company's common stock and suspend its reporting obligations
under the Securities Exchange Act of 1934, as amended.  The
Company is eligible to file Form 15 because its common stock is
currently held of record by less than 1,200 persons.  The Company
expects the deregistration to become effective within 90 days of
filing with the SEC.  Upon the filing of the Form 15, the
Company's obligation to file reports with the SEC, including
annual reports on Form 10-K, quarterly reports on Form 10-Q and
periodic reports on Form 8-K, is immediately suspended.

Scott M. Yelvington, President and CEO of the Company stated, "The
Company's decision to deregister and "go dark" was driven by our
goal to reduce current and future expenses.  We expect that it
will result in substantial cost savings to the Company as a result
of the elimination of SEC reporting requirements as well as other
public reporting company-related expenses, such as increased
auditing fees and fees related to compliance with the Sarbanes-
Oxley Act.  The Company will continue to provide quarterly and
annual financial reports to the FDIC and the Federal Reserve Bank
of Chicago, as required, and to meet all applicable auditing
standards as a regulated financial institution."

Following the deregistration, the Company's common stock will
continue to be eligible for quotation on the OTC Markets.  While
there can be no assurance that any broker will make a market in
the Company's common stock or that a trading market will be
maintained, currently Raymond James has agreed to remain a market
maker in the Company's common stock.

                 About Northern States Financial

Northern States Financial Corporation is the holding company for
NorStates Bank, a full-service commercial bank with eight branches
in Lake County, Illinois.  NorStates Bank is the successor to
financial institutions dating to 1919.  NorStates Bank serves the
populations of northeastern Illinois and southeastern Wisconsin.

The Company incurred a net loss of $12.58 million in 2012, a net
loss of $6.68 million in 2011 and a net loss of $6.36 million in
2010.  The Company's balance sheet at Dec. 31, 2012, showed
$413.27 million in total assets, $397.34 million in total
liabilities and $15.93 million in total stockholders' equity.

                           Consent Order

On April 16, 2010, the Bank and the Federal Deposit Insurance
Corporation and the Illinois Department of Financial and
Professional Regulation entered into a joint Consent Order.
Pursuant to the 2010 Consent Order, the Bank, among other things,
has agreed to undertake the following:

   (1) increase the participation of the Bank's Board of Directors
       in overseeing and supervising the affairs and activities of
       the Bank, including holding meetings of the Board no less
       frequently than monthly;

   (2) adopt and implement a program for monitoring compliance
       with the Consent Order, including establishing a committee
       comprised of at least three outside Bank board members
       responsible for that oversight; and

   (3) maintain a Tier 1 Capital to total assets ratio of at least
       8% and a total risk-based capital ratio of at least 12%.

On Jan. 14, 2013, the 2010 Consent Order was terminated and was
replaced by the 2013 Consent Order.  The 2013 Consent Order
requires the Bank, among other things, to undertake the following:

   (1) continued oversight and supervision by the Board of
       Directors of the Bank and its management, including
       monitoring compliance with the Consent Order;

   (2) maintain a Tier 1 Capital to average assets ratio of at
       least 8% and a total risk-based capital ratio of at least
       12%; and

   (3) provide an updated written capital plan detailing the steps
       the Bank will take to comply with the minimum capital
       requirements.

"Because the 2013 Consent Order establishes specific capital
amounts to be maintained by the Bank, the Bank may not be
considered better than "adequately capitalized" for capital
adequacy purposes, even if the Bank exceeds the levels of capital
set forth in the 2013 Consent Order.  At December 31, 2012, the
Bank's Tier 1 to average assets ratio and total risked-based
capital ratio were 6.67 percent and 12.11 percent, respectively.
The Bank's Tier 1 Capital to average assets ratio was below the
capital levels required by the 2013 Consent Order of 8.00 percent
while the Bank's total risked-based capital ratio was above the
12.00 percent level required by the 2013 Consent Order."


NOTTAWASSEPEE RIVER: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Nottawassepee River Ranch, LLC
        P.O. Box 665
        Marshall, MI 49068

Bankruptcy Case No.: 13-02816

Chapter 11 Petition Date: April 3, 2013

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Adam D. Bruski, Esq.
                  LAMBERT LESER ISACKSON COOK & GIUNTA PC
                  916 Washington Avenue, Suite 309
                  Bay City, MI 48708
                  Tel: (989) 893-3518
                  Fax: (989) 894-2232
                  E-mail: abruski@lambertleser.com

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

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

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

The petition was signed by Terry J. Mahrle, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Terry Mahrle                           12-07662   08/23/12


NPS PHARMACEUTICALS: Takeda Holds 8% Equity Stake at March 18
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Takeda Pharmaceutical Company Limited and its
affiliates disclosed that, as of March 18, 2013, they beneficially
own 7,401,294 shares of common stock of NPS Pharmaceuticals, Inc.,
representing 8% based on 86,908,471 shares of common stock
outstanding as of Feb. 14, 2013, as reported in a Form 10-K filed
by the Company on Feb. 21, 2013, plus the issuance of 6,067,961
shares to reporting persons on March 18, 2013.  A copy of the
regulatory filing is available for free at http://is.gd/flZRsi

                     About NPS Pharmaceuticals

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

NPS reported a net loss of $36.26 million in 2011, a net loss of
$31.44 million in 2010 and a net loss of $17.86 million in 2009.
The Company's balance sheet at Sept. 30, 2012, showed $165.46
million in total assets, $212.20 million in total liabilities and
a $46.74 million total stockholders' deficit.


OPTIMUMBANK HOLDINGS: Amends Stock Purchase Pact with Chairman
--------------------------------------------------------------
OptimumBank Holdings, Inc., and Moishe Gubin, on Oct. 24, 2011,
entered into a stock purchase agreement, which provided for the
issuance and sale of 6,750,000 shares of Company common stock,
$0.01 par value, to Mr. Gubin at a price of $0.40 per share.

On March 22, 2013, the Company and Moishe Gubin entered into an
amended and restated stock purchase agreement which provides for
the issuance and sale of 7,333,333 shares of Company common stock,
$0.01 par value, to Mr. Gubin at a price of $0.30 per share.  Mr.
Gubin currently serves as a Chairman of the Company.

The closing of the transactions contemplated by the Revised Stock
Purchase Agreement is subject to certain conditions, including
approval of the transaction by the shareholders of the Company,
the Federal Reserve and the State of Florida Office of Financial
Regulation.

If these conditions are fulfilled, the Company would receive
proceeds from the transaction of $2,200,000.  The agreement
terminates if the conditions are not fulfilled and the closing
does not occur by Sept. 30, 2013.

The Company will also grant Mr. Gubin certain registration rights
in connection with the purchase of the shares pursuant to the
terms of a registration rights agreement to be entered into at the
closing.  The form of the registration rights agreement is
identical to the form included as an exhibit to the Original Stock
Purchase Agreement.

Substantially all the proceeds from the Gubin Transaction will be
utilized by the Company to increase the capital of the Bank.

As of March 15, 2013, the Company had 31,511,201 outstanding
shares of common stock, including 2,612,143 shares that were
beneficially owned by Mr. Gubin.  Upon the issuance of 7,333,333
additional shares of Company's common stock to Mr. Gubin, and
assuming no other issuance of shares of Company common stock, Mr.
Gubin would own approximately 9,945,476 shares of the Company's
common stock, or 25.6% of the total outstanding shares.

                    About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100% of OptimumBank,
a state (Florida)-chartered commercial bank.

The Company's balance sheet at Sept. 30, 2012, showed
$150 million in total assets, $141.1 million in total
liabilities, and stockholders' equity of $8.9 million.

                  Regulatory Enforcement Actions

On April 16, 2010, the Bank consented to the issuance of a Consent
Order by the FDIC and OFR.  The Consent Order covers areas of the
Bank's operations that warrant improvement and imposes various
requirements and restrictions designed to address these areas,
including the requirement to maintain certain minimum capital
ratios.  Management believes that the Bank is currently in
substantial compliance with all the requirements of the Consent
Order except for the following requirements:

   * Scheduled reductions by Oct. 31, 2011, and April 30, 2012, of
     60% and 75%, respectively, of loans classified as substandard
     and doubtful in the 2009 FDIC Examination;

   * Retention of a qualified chief executive officer and a chief
     lending officer; and

   * Development of a plan to reduce Bank's concentration in
     commercial real estate loans acceptable to the supervisory
     authorities.

The Bank has implemented comprehensive policies and plans to
address all of the requirements of the Consent Order and has
incorporated recommendations from the FDIC and OFR into these
policies and plans.  As of Sept. 30, 2012, scheduled reductions of
the aforementioned 2009 classified loans were 59.44%.


OVERSEAS SHIPHOLDING: Inks Employment Agreement with Pres. & CEO
----------------------------------------------------------------
Overseas Shipholding Group, Inc., and its President and Chief
Executive Officer, Robert Johnston, entered into a Letter
Agreement confirming the terms of Mr. Johnston's employment with
the Company.  As compensation for Mr. Johnston's services, the OSG
Ship Management, Inc. will receive a base salary at the rate of
$675,000 per year.  A copy of the Letter Agreement is available
for free at http://is.gd/7BpOIY

                     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.


PHYSICAL PROPERTY: Incurs HK$514,000 Net Loss in 2012
-----------------------------------------------------
Physical Property Holdings Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss and comprehensive loss of HK$514,000 on HK$841,000 of
rental income for the year ended Dec. 31, 2012, as compared with a
net loss and comprehensive loss of HK$524,000 on HK$835,000 of
rental income in 2011.

The Company's balance sheet at Dec. 31, 2012, showed HK$9.99
million in total assets, HK$11.52 million in total liabilities and
a HK$1.53 million total stockholders' deficit.

Mazars CPA Limited, in Hong Kong, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing negative working capital as of
Dec. 31, 2012, and loss for the year then ended, which raised
substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/wCQR1r

                      About Physical Property

Located in Hong Kong, Physical Property Holdings Inc., through its
wholly-owned subsidiary, Good Partner Limited, owns five
residential apartments located in Hong Kong.  The Company was
incorporated in the State of Delaware.


PLAYBOY ENTERPRISES: S&P Puts 'CCC+' CCR Rating on CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit rating on U.S. media company Playboy Enterprises Inc. on
CreditWatch with developing implications.

In addition, S&P placed its current 'B-' issue-level rating on the
company's senior secured debt on CreditWatch with developing
implications.  The recovery rating on this debt is '2', indicating
S&P's expectation for substantial (70% to 90%) recovery for
lenders in the event of a payment default.

At the same time, S&P assigned the company's proposed senior
secured debt a preliminary 'B' issue-level rating (one notch
higher than the 'B-' corporate credit rating S&P would likely have
on the company upon a completion of the refinancing), with a
preliminary recovery rating of '2', indicating S&P's expectation
for substantial (70% to 90%) recovery for lenders in the event of
a payment default.

The proposed facility consists of a $175 million term loan due in
2017 and a $10 million revolver due in 2016.

Playboy is a media content company, marketing the Playboy brand
primarily through licensing.  Over the past two years, the company
has recorded significant restructuring charges as it transitioned
to a brand management company.  In November 2011, it entered a
partnership with Manwin Group related to the operation of its
television and digital assets.  This segment had been hampered by
the availability of free adult content on the Internet.  The
transaction shifted Playboy's focus to its licensing segment,
which aims to build a long-term, steady stream of minimum
guarantee payments from consumer licensing.  The company has made
changes to its licensing portfolio as it focuses on higher-quality
operating partners.  As a result, Playboy's licensing presence in
the U.S. is very limited.  S&P expects this segment to benefit
from the company's well-known brand, and in particular, S&P
anticipates growth internationally relative to domestically as the
brand has seen a spike in popularity abroad.  Conversely, print
operations have exhibited steadily declining results, which S&P
expects to continue, reflecting the adverse fundamentals of the
magazine sector.  The company's location-based entertainment
business has performed below S&P's expectations as clubs in Vegas
and Macau closed in 2012, and S&P sees limited visibility as to
intermediate-term prospects.

The CreditWatch listing reflects that possibility that S&P raises
the rating following the completion of the refinancing.  An
upgrade would also be based on an expectation that the company
would have leverage of 7x or less on an ongoing basis, have over
15% headroom with covenants, and generate discretionary cash flow.

The listing also reflects that S&P would likely lower the rating
if the company is unable to complete its refinancing based on
S&P's expectation that it will violate the minimum EBITDA covenant
at the end of the second quarter.


PINNACLE AIRLINES: Inks Deal to Reject BNY, MSCAA Contracts
-----------------------------------------------------------
Pinnacle Airlines Corp. signed an agreement, which calls for the
rejection of its contracts with The Bank of New York Mellon Trust
Co., N.A. and the Memphis-Shelby County Airport Authority.

The contracts include the airline's lease agreement with MSCAA,
and a guaranty agreement with the bank.  A list of the contracts
is available for free at http://is.gd/trFEFw

Under the deal, Bank of New York agreed to cut its claim to
$348,193 from $1,510,934, and will be granted an administrative
claim of $297,983 against Pinnacle.  Meanwhile, MSCAA will receive
payment of $40,212 on account of its claim against the airline.

A full-text copy of the agreement is available without charge at
http://is.gd/So09d4

                       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.


PMI GROUP: Exclusive Plan Filing Date Extended to May 23
--------------------------------------------------------
Judge Brendan Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended The PMI Group, Inc.'s exclusive plan
filing period to May 23, 2013, and exclusive plan solicitation
period until July 23.  This is the Debtor's seventh exclusive
periods extension order.

                      About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


PMI GROUP: Allowed to Expand Scope of E&Y's Employment
------------------------------------------------------
The PMI Group, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to expand the scope
of the employment of Ernst & Young LLP as financial reporting
advisor and tax service provider.

E&Y's engagement letter was amended for the firm to provide
services related to the 2012 tax compliance services and the 2012
retirement plan audit services.

                      About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


PREMIER PAVING: Hearing on Disclosure Statement Moved to May 14
---------------------------------------------------------------
The hearing on the disclosure statement explaining Premier Paving,
Inc.'s plan of reorganization is moved to May 14, 2013, at 3:30
p.m., pursuant to a court-approved stipulation among the Debtor,
the Official Committee of Unsecured Creditors, and Suncor Energy
(USA) Inc., agreeing to modify dates related to the approval of
the disclosure statement.  The Disclosure Statement hearing will
be held before Judge Michael E. Romero of the U.S. Bankruptcy
Court for the District of Colorado.  Objections to the disclosure
statement are due May 10.

                        About Premier Paving

Denver, Colorado-based Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  Lee M. Kutner, Esq., at Kutner Miller
Brinen, P.C., serves as the Debtor's counsel.  In its petition,
the Debtor estimated up to $50 million in assets and debts.  The
petition was signed by David Goold, treasurer.

The Official Unsecured Creditors Committee is represented by
Onsager, Staelin & Guyerson, LLC.

The secured lender, Wells Fargo Bank N.A., is represented by
Douglas W. Brown, Esq., at Brown, Berardini & Dunning P.C.

The Debtor filed its Plan, along with its Disclosure Statement, on
Oct. 31, 2012.

Early in December, the Debtor won Court permission to employ
Pinnacle Real Estate Advisors LLC to provide professional broker
services related to the sale of certain of the Debtor's real
estate assets.


PREMIERE HOSPITALITY: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Premiere Hospitality Group, Inc.
        fdba Holiday Inn Express
        dba Quality Inn
        P.O. Box 396
        Whiteville, NC 28472

Bankruptcy Case No.: 13-2145

Chapter 11 Petition Date: April 3, 2013

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nceb13-2145.pdf

The petition was signed by E. Autry Dawsey, Sr., president.


PREMIERWEST BANCORP: Stockholders OK Merger with Starbuck
---------------------------------------------------------
At a special meeting held on March 28, 2012, shareholders of
PremierWest Bancorp approved the Agreement and Plan of Merger,
dated Oct. 29, 2012, among PremierWest, Starbuck Bancshares, Inc.,
and Pearl Merger Sub Corp., a wholly owned subsidiary of Starbuck,
as amended by the First Amendment to Agreement and Plan of Merger
dated March 16, 2013, pursuant to which PremierWest will merge
with and into Pearl Merger Sub, with Pearl Merger Sub as the
surviving entity.

The shareholders also approved, on an advisory (non-binding)
basis, the compensation that may be paid or become payable to
PremierWest Bancorp's named executive officers in connection with
the merger, including the agreements and understandings pursuant
to which that compensation may be paid or become payable.

PremierWest held a special meeting of shareholders on
Feb. 19, 2013.  PremierWest adjourned the special meeting to
March 13, 2013, and to March 28, 2013, to solicit additional
proxies to approve the merger proposal.

PremierWest Bancorp is a bank holding company headquartered in
Medford, Oregon.  The Company operates primarily through its
principal subsidiary, PremierWest Bank, which offers a variety of
financial services.

The Company incurred a net loss of $11.4 million in 2012, as
compared to a net loss of $15.1 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $1.140 billion in total
assets, $1.067 billion in total liabilities, and stockholders'
equity of $73.4 million.

"Pursuant to the Agreement with the FDIC, the Bank was required to
increase and maintain its Tier 1 capital in such an amount as to
ensure a leverage ratio of 10% or more by Oct. 3, 2010, well in
excess of the 5% requirement set forth in regulatory guidelines.
The 10% leverage ratio was not achieved by Oct. 3, 2010.
Management believes that, while not achieving this target in the
timeframe required, the Company has demonstrated progress, taken
prudent actions and maintained a good-faith commitment to reaching
the requirements of the Agreement.  Management continues to work
toward achieving all requirements contained in the regulatory
agreements in as expeditious a manner as possible," the Company
said in its annual report for the year ended Dec. 31, 2012.


PROPEL SCHOOLS: S&P Assigns 'BB+' Rating to 2013 Revenue Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
long-term rating to Allegheny County Industrial Development
Authority, Pa.'s series 2013 charter school revenue bonds, issued
on behalf of School Facilities Development Inc. for Propel Charter
School - Sunrise (Propel Braddock Hills).  Lease payments made by
Propel Braddock Hills directly to a trustee secure the bonds.  The
outlook is stable.

"We based the 'BB+' rating on our assessment of Propel Braddock
Hills' limited operating history, weak cash position, and lack of
charter renewal," said Standard & Poor's credit analyst Carolyn
McLean.

The rating is supported by adequate debt service coverage without
growth and solid operating performance in its short operating
history, and confidence in the management given their good track
record with other rated Propel Schools (East, Montour,
McKeesport).  The rating is limited by the school's governance
structure, which S&P believes lacks independence and diversity.

Propel Braddock Hills, located southeast of Pittsburgh in
Allegheny County, began operations in the 2010-2011 school year as
a K-4 and ninth grade school with an enrollment of 290.  As of
fall 2012, the school had an enrollment of 548 in grades K-6 and
9-12.

Proceeds of the series 2013 bonds (par amount is about
$11 million) will be used to purchase the building where Propel
Braddock Hills is located.


QUANTUM FUEL: Incurs $6.6 Million Net Loss in Fourth Quarter
------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., reported a net
loss attributable to stockholders of $6.62 million on $5.61
million of total revenue for the three months ended Dec. 31, 2012,
as compared with a net loss attributable to stockholders of $29.55
million on $9.81 million of total revenue for the same period
during the previous year.

For the year ended Dec. 31, 2012, the Company incurred a net loss
attributable to stockholders of $30.91 million on $22.71 million
of total revenue, as compared with a net loss attributable to
stockholders of $43 million on $33.91 million of total revenue in
2011.

"We're very proud to report a record year of shipments and new
orders received for our CNG fuel storage tanks and systems in
calendar 2012, and, given that in 2013 we have already received
$9.4 million in new orders for our CNG storage systems, we see
this trend continuing in 2013," said Brian Olson, Quantum's
president and chief executive officer.  Mr. Olson continued, "We
believe we have made tremendous strides in refocusing the Company
over the past year to effectively leverage our core technologies
and expertise to capitalize on the expanding natural gas industry
and are beginning to see positive results from those efforts.
During the last 6 months of calendar 2012, we experienced a
significant decrease in our operating loss as compared to the
first 6 months of 2012.  This improvement is reflective of growing
CNG product sales with strong margins and a renewed focus on cost
containment.  Characteristics that we expect will frame 2013 for
Quantum."

A copy of the press release is available for free at:

                        http://is.gd/5xM84N

                         About Quantum Fuel

Lake Forest, Calif.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

As reported in the TCR on March 30, 2012, Haskell & White LLP, in
Irvine, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that Company incurred significant operating losses
and used a significant amount of cash in operations during the
eight months ended Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$65.6 million in total assets, $45.8 million, and stockholders'
equity of $19.8 million.

According to the Company's quarterly report for the period ended
Sept. 30, 2012, the Company expects that its existing sources of
liquidity will only be sufficient to fund its activities through
Dec. 31, 2012.  "In order for us to have sufficient capital to
execute our business plan, fund our operations and meet our debt
obligations over this twelve month period, we will need to raise
additional capital and/or monetize certain assets.  We are
considering various cost-effective capital raising options and
alternatives including the sale of Schneider Power and/or other
assets, and the sale of equity and debt securities.  Although we
have been successful in the past in raising capital, we cannot
provide any assurance that we will be successful in doing so in
the future to the extent necessary to be able to fund all of our
growth initiatives, operating activities and obligations through
Sept. 30, 2013, which raises substantial doubt about our ability
to continue as a going concern."


RENTECH NITROGEN: S&P Assigns 'B' CCR & Rates $320MM Notes 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Rentech Nitrogen Partners L.P. (RNP).
The outlook is stable.

At the same time, S&P assigned its 'B' issue rating and '3'
recovery rating to the company's proposed $320 million second-lien
senior secured notes.  RNP plans to use proceeds from the notes
mainly to refinance existing debt, but also to fund nearly
$100 million in future capital spending and to meet transaction
expenses.  The '3' recovery rating indicates S&P's expectation for
meaningful recovery (50%-70%) in the event of a payment default.

"The rating on RNP reflects the company's aggressive financial
profile, including a very aggressive financial policy, its weak
business risk profile with a narrow focus on commodity fertilizer
products, and a meaningful earnings concentration in a single
location," said Standard & Poor's credit analyst Paul Kurias.

The stable outlook reflects S&P's expectation that operating
performance will remain strong in 2013 even if 2013 EBITDA does
not match record-setting levels achieved in 2012.  S&P expects RNP
to maintain its relatively robust leverage credit metrics,
including the ratio of total adjusted debt to EBITDA at around
4x after factoring in potential volatility in operating earnings.
Importantly S&P expects RNP and its ownership to demonstrate that
liquidity remains adequate and supportive of near-term operating
requirements.  S&P also expects that the ultimate parent Rentech
Inc. will fund its own growth plans in a manner that does not
require dividends or any support from RNP other than as envisaged
in the partnership agreement.  S&P's ratings do not factor
increases in debt at RNP to fund dividends, nor do S&P assumes
meaningful debt increases to fund acquisitions.

S&P could lower its ratings if operating performance at RNP
declines unexpectedly so that operational cash flow generation is
weaker than expected, or if leverage increases above S&P's target
of 4x, or the ratio of funds from operations to total debt drops
below 12% with no immediate prospects for improvement.  S&P's
downside scenario considers such a decline if EBITDA drops below
25% and revenue shrinks by more than 5%.  S&P would also lower
ratings in any scenario in which debt levels increase to fund
additional dividends or acquisitions so that key credit metrics
decline as described here.

At this point it is unlikely that S&P would consider an upgrade
over the next year, given the limited track record and the
constraints that S&P's view of financial policy places on the
ratings.  S&P could consider an upgrade over the longer term if
the business risk profile improves as a result of geographic
diversification that reduces dependence on the company's key
manufacturing location.  S&P would evaluate the likelihood of
potential support to Rentech Inc. in any consideration for an
upgrade.


RESIDENTIAL CAPITAL: April 11 Hearing on UST Objection to Bonuses
-----------------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 2, asks Judge Martin
Glenn of the U.S. Bankruptcy Court for the Southern District of
New York to deny Residential Capital, LLC and its debtor-
affiliates' request to implement two key employee incentive plans
and a key employee retention plan.

The U.S. Trustee notes that the Debtors seek an order from the
Court permitting them to pay bonuses of approximately $7.8 million
to 163 employees, with, on an annualized basis, 14.34% being paid
to two insiders and 32.25% being paid to six other insiders.  The
Debtors, according to the U.S. Trustee, have failed to satisfy
their burden to prove that the proposed Estate KEIP and Executive
KEIP payments are not primarily retentive and therefore not
subject to the restrictions imposed by Section 503(c)(1) of the
Bankruptcy Code.

The U.S. Trustee adds that the Debtors have failed to prove that
the incentive metrics designed for Estate KEIP and Executive KEIP
recipients are not "virtually guaranteed" and mere "lay-ups" and
that the present targets are difficult to achieve, forcing the
insiders to "stretch" in order to earn their bonuses.

In addition, the U.S. Trustee says the 2013 KEIP/KERP Motion does
not provide the detailed information on the amounts being paid to
individual employees, although it has received from the Debtors a
spreadsheet containing the information.  This information, the
U.S. Trustee asserts, should be included as part of the record.

The U.S. Trustee, however, does not object to the Debtors' request
to pay bonuses for 155 non-executive workers.

The hearing on the Debtors' request will be on April 11, 2013, at
10:00 a.m.

                    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.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Parties File More Briefs on FRB Review Issue
-----------------------------------------------------------------
Residential Capital LLC, Ally Financial, Inc., the Board of
Governors, and the Official Committee of Unsecured Creditors filed
supplemental briefs to address two questions Judge Martin Glenn
posed during the March 21 hearing on the Debtors' motion for an
order determining that (i) for purposes of any proposed plan,
Debtor GMAC Mortgage LLC's obligation to conduct foreclosure
review mandated by the Federal Reserve Board must be classified as
a general unsecured claim in an amount to be determined, and (ii)
the automatic stay prevents the FRB, the Federal Deposit Insurance
Corporation, and other governmental entities from taking any
action to enforce the claim against the Debtors outside of their
Chapter 11 cases.

The questions addressed in the supplemental briefs are:

   (1) Are payments for restitution or reimbursement general
       unsecured claims?

   (2) Would AFI be liable for any shortfall in restitution or
       reimbursement payments if they are general unsecured
       claims and the pro rata share paid to unsecured creditors
       is less than the full amount?

(A) Debtors

Gary S. Lee, Esq., at Morrison & Foerster LLP, in New York, on
behalf of the Debtors, maintains that the Federal Reserve, not the
ultimate borrowers whose loans were foreclosed, has the right to
compel the Debtors to make restitution or reimbursement payments.
As a result, the claim under the prepetition consent order belongs
to the Federal Reserve, not the borrowers.  Moreover, Mr. Lee
asserts that the Federal Reserve's right under the Consent Order
gives rise to a prepetition unsecured claim.

Furthermore, Mr. Lee says AFI would be liable for any shortfall
remaining after the Debtors' estates are settled.  AFI has argued
that its secondary obligation to make restitution and
reimbursement payments can only arise after the Debtors' "breach"
of the Consent Order.  This is not so, according to Mr. Lee, who
counter-argues that the agreement between the Debtors and AFI
provides that AFI must timely pay the reimbursement and
restitution payments in the event and to the extent the Debtors do
not timely pay them.

Accordingly, the Debtors maintain that the Court should approve
their motion.

(B) AFI

AFI argues that the Debtors' FRB Foreclosure Review obligation
cannot be reclassified as a general unsecured claim for these
reasons:

   * First, less than payment in full of obligations under the
     Consent Order would "affect" the enforcement of the Consent
     Order, which the Bankruptcy Court lacks jurisdiction to do
     under federal statute.   Indeed, if the Court were to grant
     the Debtors' Motion, it would be taking the unprecedented
     step of determining what compliance means under a Consent
     Order with a federal banking regulatory agency.

   * Second, even if the Court found it had jurisdiction to
     reclassify any restitution or reimbursement payments by the
     Debtors as general unsecured claims, those payments are
     "part and parcel" of the Foreclosure Review process and thus
     constitute part of a non-severable, non-dischargeable
     obligation under the Second Circuit's holding in In re
     Chateaugay Corp., 944 F.2d 997, 1008 (2d Cir. 1991).

   * Third, those payments cannot constitute claims because
     neither the FRB nor any homeowner-borrower has a
     relationship with the Debtors that entitles them to a "right
     to payment" -- that is, a claim under the Consent Order or
     otherwise.

AFI also argues that a ruling from the Court on the Debtors'
Motion would not result in liability to AFI for any potential
shortfall in those payments by the Debtors for two primary
reasons:

   * First, because the Foreclosure Review has not yet been
     completed and the Debtors' obligations resulting from that
     Review have therefore not yet been determined, any decision
     by the Court on Ally's possible liability with regard to
     those obligations -- or even as to the Debtors' own
     liability -- would constitute an advisory opinion.

   * Second, any modification of the Debtors' obligations under
     the Consent Order would in fact discharge Ally from any
     secondary liability with regard to the Debtors' obligations
     under basic principles of suretyship law.

(C) Board of Governors

The Board of Governors assert that any remediation or
reimbursement payments under the Consent Order are not general
unsecured claims because borrowers who may benefit from GMACM's
injunctive obligations to the Board -- obligations that may result
in remediation or reimbursement payments -- are no differently
situated than any other third party; they cannot enforce the
obligations to the Board and consequently have no "right to
payment."

The Board further asserts that under a prepetition supplemental
agreement with AFI, AFI is secondarily liable for the obligations
to timely pay any portions of: (a) the fee that Residential
Capital LLC owes PricewaterhouseCoopers (or any successor
consultant) to complete the foreclosure review, and (b) the
monetary reimbursement or remediation payments under a remediation
plan approved by the Federal Reserve.

This secondary liability is limited only to payments and it is
triggered only in the event and to the extent that ResCap does not
timely pay any of the two enumerated obligations, the Board
argues.

(D) Creditors' Committee

The Committee agrees with the Debtors in arguing that the
postpetition cost of compliance with the Consent Order could, in
theory, constitute an administrative expense -- but only if that
order falls within an exception to the automatic stay.  Under
relevant case law, it does not; thus the cost of the obligation
would constitute a general unsecured claim.

The Committee further asserts that in the event the Court
concludes that borrower remediation payments are properly treated
as general unsecured claims, the terms of the Consent Order and
the Supplemental Agreement dictate that AFI will be liable for any
amounts in excess of the distribution on those claims.

                    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.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Examiner Files 4th Supplemental Work Plan
--------------------------------------------------------------
Arthur J. Gonzalez, the Bankruptcy Court-appointed Examiner,
submitted a fourth supplemental work plan to provide current
estimate for fees he and his professionals will incur during the
duration of their services.

Based on actual numbers through February 2013 and projections
through the completion of the report in early May, the current
estimate for the fees of the Examiner and his professionals are:

   (a) for the Examiner's counsel (both primary counsel and
       conflicts counsel): $44,000,000;

   (b) for the Examiner's financial advisor: $38,200,000; and

   (c) for the Examiner: $550,000.

                    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.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Tolling Schedule on $8.7BB RMBS Settlement
---------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York entered another order further tolling the
schedule on the discovery and hearing on the proposed $8.7 billion
settlement between Residential Capital, LLC, and its debtor-
affiliates and certain residential mortgage-backed securities
trusts.

The scheduling order, dated March 25, 2013, sets the following
deadlines:

   April 11, 2013  -- Hearing on the motion of the Official
                      Committee of Unsecured Creditors to
                      preclude the introduction of evidence
                      related to reliance on counsel

   May 6, 2013     -- Filing of all in limine motions, Daubert
                      motions, and motions to preclude witnesses

   May 13, 2013    -- Filing of oppositions to in limine motions,
                      Daubert motions, and motions to preclude
                      witnesses

   May 14, 2013    -- Filing of all adverse witness lists,
                      exhibit lists, and direct testimony, along
                      with any other disclosures required by Rule
                      26(a)(3) of the Federal Rules of Civil
                      Procedure

   May 17, 2013    -- Filing of reply briefs regarding any in
                      limine motions, Daubert motions, and
                      motions to preclude witnesses

   May 23, 2013    -- Pretrial conference.   Oral argument on any
                      motion in limine, Daubert motion, or motion
                      to preclude witnesses will be heard at the
                      final pretrial conference.

   May 28, 29,
   30, 31, and
   June 3, 2013    -- Evidentiary hearing on the Motion.  The
                      hearing will be limited to 30 hours. The
                      parties supporting the Motion will be
                      allowed 12 hours, and the parties opposing
                      the motion will be allowed 18 hours.

   June 17, 2013   -- Filing of post-trial briefs

   June 24, 2013   -- Filing of post-trial reply briefs

   July 1, 2013    -- Closing argument

                    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.

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).


REVEL AC: Ravel Hotel Sues Over Trademark Infringement
------------------------------------------------------
Ravel Hotel LLC., the Long Island-based provider of hotel
services, filed a lawsuit in New Jersey Bankruptcy Court against
Revel Entertainment Group, LLC, and Revel Group LLC, alleging
trademark infringement in violation of the United States Trademark
Act -- the Lanham Act -- 15 U.S.C. Sec. 1051, et seq.

Ravel owns U.S. Registration No. 3,727,980 for the trademark RAVEL
in connection with "hotel services."  Ravel said the Debtors' use
of the REVEL trademark for their hotel and casino operations is
likely to cause confusion among consumers as to the source or
sponsorship of the Defendants' services.

The action seeks injunctive and monetary relief against the
Defendants.

"As a result of many years of developing and marketing of the
RAVEL Services by Plaintiff, the public has come to recognize the
RAVEL Mark as identifying high-end, boutique hotel services that
emanate from Plaintiff. The RAVEL Mark is distinctive and/or has
acquired secondary meaning among purchasers designating origin,
relationship, sponsorship and/or association with Plaintiff.  The
RAVEL Mark acquired this status long prior to the onset of
Defendants' wrongful acts," Ravel said.

"Notwithstanding the long prior use of the RAVEL Mark by
Plaintiff, Plaintiff recently discovered that Defendants are
promoting and offering for sale Defendants' hotel and
casino services under the trademark REVEL."

Since at least as early as 2008, Ravel has promoted, offered and
sold hotel services in connection with the RAVEL Mark throughout
the United States in connection with a high-end, boutique hotel
located in Queens, New York.  The RAVEL Services offered under the
RAVEL Mark also are advertised and promoted on the Website --
http://www.ravelhotel.com/ The RAVEL Services offered in
connection with the RAVEL Mark also are promoted and offered
through various third party travel websites, including
http://www.expedia.com/, http:/www.hotels.com/ and
http://www.orbitz.com/

On Aug. 22, 2012, Ravel filed Petitions to Cancel the
Registrations for the Infringing Marks with the United States
Patent and Trademark Office Trademark Trial and Appeal Board,
where were assigned Proceeding No. 92056068 and Proceeding No.
92056072.  On Feb. 6, 2013, the TTAB entered an order
consolidating Cancellation Proceedings.

The case is, RAVEL HOTEL LLC, Plaintiff, v. REVEL ENTERTAINMENT
GROUP, LLC and REVEL GROUP, LLC, Defendants, Adv. Proc. No.
13-_____ (Bankr. D.N.J.).

Ravel is represented by:

          Eduardo Glas, Esq.
          Gary H. Fechter, Esq.
          Irene M. Hurtado, Esq.
          McCARTER & ENGLISH, LLP
          245 Park Avenue
          New York, NY 10167
          Tel: (212) 609-6800

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

Already accepted by creditors, Revel's reorganization plan is
designed to reduce debt for borrowed money by 82 percent, from
$1.52 billion to $272 million. For a projected 19 percent
recovery, holders of an $896 million secured term loan are to
receive all the new equity. General unsecured creditors are to
be paid in full.


RG STEEL: Rennert Calls Creditors' Suit "Incoherent"
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, says
Ira Rennert said the lawsuit the creditors of RG Steel LLC propose
to file against him is "patently incoherent and internally
inconsistent."  The chief executive and founder of The Renco Group
Inc. urged the bankruptcy court in Delaware to preclude the
creditors from suing.

The creditors arranged a hearing on April 29 for permission to
file the suit, alleging that Mr. Rennert committed breaches of
fiduciary duty costing RG $238 million.  Renco controls 75.5% of
RG.  The committee contends that Mr. Rennert delayed filing RG
into Chapter 11 in December 2011 to benefit Renco.

The report relates that in a court filing last week, Mr. Rennert
laid out several reasons why a lawsuit is hopeless:

   -- Delaware law doesn't give creditors the right to sue in
      place of the company.

   -- Governing corporate documents don't permit suing him for
      breach of fiduciary duty.  Contending that the suit is based
      on a claim known as deepening insolvency, he says Delaware
      courts don't recognize such a claim as being valid.

   -- Success in the suit will never profit unsecured creditors
      because the claims belong to secured lenders who won't be
      paid in full.

   -- The lenders won't permit RG's cash to be used in funding a
      lawsuit.

RG itself filed papers last week explaining why company funds
can't be used for the suit.  To solve the funding problem, the
committee filed a lawsuit last week asking the judge to rule that
proceeds from preferences can be used to fund the suit.

Mr. Rennert, the report discloses, filed papers asking the judge
for permission to file some of his papers under seal.  The U.S.
Trustee opposed, citing the presumption that all court papers are
public documents.

                          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 owned 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.  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 bankruptcy 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.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's 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.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RHYTHM AND HUES: Sold After Original Buyer Backs Out
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the auction for Rhythm & Hues Inc. wasn't looking good
when the so-called stalking-horse purchaser JS Communications Co.
Ltd. never signed a definitive contract and backed out. JS is a
Japanese entertainment and content media company.

According to the report, prospects for a successful sale improved
when five prospective buyers submitted $425,000 deposits to
participate in the auction for the provider of visual effects and
computer animation for the movie industry.  At the end of a two-
day auction on March 28, 34x118 Holdings LLC came out on top.  The
sale was approved on April 4 by the U.S. Bankruptcy Court in Los
Angeles.

The approved buyer, the report relates, is paying $1.2 million
cash, taking over payment of the loan financing the Chapter 11
effort, paying defaults on contracts going along with the sale,
and assuming liabilities to employees for as much as $5 million.

The initially proposed sale to JS was projected to leave behind
enough cash for a 5.8% recovery by unsecured creditors. The
company said it will now work with the creditors' committee to
develop a liquidating Chapter 11 plan.

                       About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.  Brian L.
Davidoff, Esq., C. John M Melissinos, Esq., and Claire E. Shin,
Esq., at Greenberg Glusker, serve as the Debtor's counsel.
Houlihan Lokey Capital Inc., serves as investment banker.

The petition was signed by John Patrick Hughes, president and CFO.

R&H provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H owned a 135,000 square-foot facility
in El Segundo, California, and had more than 460 employees.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, provided DIP
financing.  They are represented by Jones Day's Richard L. Wynne,
Esq., and Lori Sinanyan, Esq.


SAND TECHNOLOGY: Incurs C$249,000 Net Loss in Second Quarter
------------------------------------------------------------
SAND Technology Inc. reported a net loss and comprehensive loss of
C$249,067 on C$551,072 of revenue for the three months ended
Jan. 31, 2013, as compared with a net loss and comprehensive loss
of C$1.31 million on C$698,245 of revenue for the same period
during the prior year.

For the six months ended Jan. 31, 2013, the Company incurred a net
loss and comprehensive loss of C$713,999 on C$1.12 million of
revenue, as compared with net income and comprehensive income of
C$5.45 million on C$1.29 million of revenue for the same period a
year ago.

The Company's balance sheet at Jan. 31, 2013, showed C$2.83
million in total assets, C$3.47 million in total liabilities and a
C$639,265 shareholders' deficiency.

A copy of the press release is available for free at:

                        http://is.gd/JxynFd

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

                        http://is.gd/A0Fxlg

                        About SAND Technology

Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF)
-- http://www.sand.com/-- provides Data Management Software and
Best Practices for storing, accessing, and analyzing large amounts
of data on-demand while lowering TCO, leveraging existing
infrastructure and improving operational performance.

SAND/DNA solutions include CRM analytics, and specialized
applications for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors.  SAND Technology has offices in the United States,
Canada, the United Kingdom and Central Europe.

SAND Technology reported net income and comprehensive income of
C$2.80 million for the year ended July 31, 2012, compared with a
net loss and comprehensive loss of C$2.20 million during the prior
year.


SANUWAVE HEALTH: Incurs $6.4 Million Net Loss in 2012
-----------------------------------------------------
SANUWAVE Health, Inc., reported a net loss of $6.40 million on
$769,217 of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $10.23 million on $802,572 of revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.85 million
in total assets, $8.36 million in total liabilities and a $6.51
million total stockholders' deficit.

Joseph Chiarelli, chief executive officer of SANUWAVE, commented,
"During 2012, we made progress in establishing SANUWAVE as the
world leader in shock wave technology.  Recently we refocused our
business strategy with the goal of utilizing our non-invasive
shock wave technology to address large market opportunities and to
broaden the value potential of our patent portfolio to evaluate
both medical and non-medical uses of our technology."

Mr. Chiarelli concluded, "We see exciting opportunities for
SANUWAVE in 2013 and beyond.  With FDA approval to initiate our
supplemental pivotal clinical study with the dermaPACE, we are
anxious to begin enrollment and move the development of the
dermaPACE forward in the US.  In addition, we are in discussions
with potential partners who will be instrumental in expanding the
use of our shock wave technology in other areas and increasing
sales of our approved products.  We look forward to executing our
goals and strengthening our balance sheet to maximize shareholder
value."

A copy of the press release is available for free at:

                        http://is.gd/2Nluuw

                        About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, expressed substantial doubt
about SANUWAVE'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 suffered
recurring losses from operations and is economically dependent
upon future issuances of equity or other financing to fund ongoing
operations.

                         Bankruptcy Warning

"The continuation of our business is dependent upon raising
additional capital.  We expect to devote substantial resources to
continue our research and development efforts, including clinical
trials.  Because of the significant time it will take for our
products to complete the clinical trial process, and for us to
obtain approval from regulatory authorities and successfully
commercialize our products, we will require substantial additional
capital.  We incurred a net loss of $4,707,212 for the nine months
ended September 30, 2012 and a net loss of $10,238,797 for the
year ended December 31, 2011.  These operating losses create
uncertainty about our ability to continue as a going concern.  As
of September 30, 2012, we had cash and cash equivalents of
$361,263.  We are working with select accredited investors to
raise up to $1.25 million in capital in a private placement.  The
accredited investors will receive a convertible promissory note
that will convert, at the Company's option, at the completion of a
larger funding which is expected to close no later than the first
quarter of 2013.  If these efforts are unsuccessful, we may be
forced to seek relief through a filing under the U.S. Bankruptcy
Code," the Company said in its quarterly report for the period
ended Sept. 30, 2012.


SB PARTNERS: Delays Form 10-K for 2012 for Audit
------------------------------------------------
SB Partners informed the U.S. Securities and Exchange Commission
that it will be delayed in filing its annual report on Form 10-K
for the year ended Dec. 31, 2012.

SB Partners has a 30% non-controlling interest in Sentinel Omaha,
LLC, an affiliate of the Company's general partner.  The
investment in Omaha is accounted for at fair value.  The
controller for Omaha has informed the Company that due to open
issues related to a significant portion of Omaha's debt, the audit
firm conducting the annual audit for Omaha's calendar year 2012
has not completed the audit and issued the audit opinion.  The
investment in Omaha constitutes a significant portion of the
assets of the Company.  As such, the audit firm conducting the
annual audit for the Company is required to review both the
financial statements of Omaha and the related workpapers prepared
by Omaha's auditors.

Until Omaha's auditors are able to complete their audit of Omaha
and the Company's auditors perform their review of the Omaha
audit, the Company's auditors cannot issue an audited opinion on
the Company's financial statements.

The Company anticipates reporting a net loss of $1.10 million on
$2.46 million of revenue for the year ended Dec. 31, 2012, as
compared with a net loss of $1.02 million on $2.50 million of
revenue in 2011.

                         About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

The Company has a 30% interest in Sentinel Omaha, LLC.  Sentinel
Omaha is a real estate investment company which currently owns 24
multifamily properties and 1 industrial property in 17 markets.
Sentinel Omaha is an affiliate of the partnership's general
partner.

The Company's balance sheet at Sept. 30, 2012, showed
$17.75 million in total assets, $21.30 million in total
liabilities and a $3.55 million total partners' deficit.


SCHOOL BOX: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The School Box, Inc.
        P.O. Box 440009
        Kennesaw, GA 30160-9501

Bankruptcy Case No.: 13-57431

Chapter 11 Petition Date: April 2, 2013

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

Debtor's Counsel: Cameron M. McCord, Esq.
                  JONES & WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: cmccord@joneswalden.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ganb13-57431.pdf

The petition was signed by David A. Persson, president and CEO.


SCHOOL SPECIALTY: Files Amended Schedule of Unsecured Claims
------------------------------------------------------------
School Specialty Inc., on April 4 filed an amendment to its
schedules of assetse and liabilities filed with the Bankruptcy
Court.  Specifically, SSI amended Schedule F to the Schedules to
remove those individuals listed as holding stock options, as such
stock options constitute equity interests and are not properly
classified as general unsecured claims.  Each claimant affected by
the Amended SSI Schedule F is being served with the notice.

In the original schedules filed Feb. 26, School Specialty
disclosed $176,634,925 in total assets plus undetermined amounts;
and $352,936,924 plus undetermined amounts.  The debts include
Schedule F Unsecured Nonpriority Claims of $213,485,655 plus
undetermined amounts.

In March, the Debtors won Bankruptcy Court authority to hire:

     -- Perella Weinberg Partners LP as financial advisors;
     -- Godfrey & Kahn S.C. as special corporate and transactions
        counsel; and
     -- Deloitte & Touche LLP as independent auditors.

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013.  The petition estimated
assets of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor
and Perella Weinberg Partners LP is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of
some of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the
case is represented by lawyers at Brown Rudnick LLP and Venable
LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump
Strauss Hauer & Feld LLP.


SEVEN COUNTIES: Mental Health Agency Files Ch. 11 in Louisville
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, says
that Seven Counties Services Inc., a not-for-profit behavioral
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-bk-31442) in the hometown
on April 4.

The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.

According to the report, Kentucky Retirement Systems is listed as
having the largest unsecured claim at $227 million.  Consequently
the petition lists total liabilities of $232.6 million.  Assets
are $45.6 million, according to the petition.

Secured lender Fifth Third Bank is owed $1.6 million, not
including $5.5 million on undrawn letters of credit.  The agency's
mission is to assist "families and individuals who are affected by
mental illness, developmental disabilities, and addictions,"
according to a court filing.


SHERIDAN GROUP: Incurs $93,500 Net Loss in 2012
-----------------------------------------------
The Sheridan Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $93,546 on $267.23 million of net sales in 2012, as
compared with a net loss of $8.96 million on $264.89 million of
net sales in 2011.  The Company incurred a $5.94 million net loss
in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $206.29
million in total assets, $177.21 million in total liabilities and
$29.08 million in total stockholders' equity.

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

                        http://is.gd/BdeKsY

                      About The Sheridan Group

Hunt Valley, Maryland-based The Sheridan Group, Inc.
-- http://www.sheridan.com/-- is a specialty printer offering a
full range of printing and value-added support services for the
journal, catalog, magazine and book markets.

                           *     *     *

As reported by the TCR on Sept. 16, 2011, Standard & Poor's
Ratings Services lowered its corporate credit rating on Hunt
Valley, Md.-based printing company The Sheridan Group Inc. to
'CCC+' from 'B-'.

"The 'CCC+' corporate credit rating reflects Sheridan's ongoing
thin margin of compliance with its minimum EBITDA covenant," said
Standard & Poor's credit analyst Tulip Lim.  "It also reflects our
expectation of continued difficult operating conditions across the
company's niche printing segments, its vulnerability to prevailing
economic pressures, its high debt leverage, and the secular shift
away from print media."

In the Dec. 14, 2012, edition of the TCR, Moody's Investors
Service downgraded the Corporate Family Rating (CFR) for The
Sheridan Group, Inc. (Sheridan) to Caa1 from B3.  Sheridan's Caa1
CFR reflects risks that the intense secular challenges facing the
printing industry will compromise refinance activities as the
company addresses its upcoming maturities, including the $15
million revolving working capital facility due October 2013 and
the $128 million senior secured notes in April 2014.


SILVERSUN TECHNOLOGIES: M. Meller Holds 51.5% of Class A Shares
---------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Mark Meller disclosed that, as of Jan. 4, 2012, he
beneficially owns 60,195,997 shares of Class A common stock of
SilverSun Technologies, Inc., representing 51.5% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/sgOV0p

                          About SilverSun

Livingston, N.J.-based SilverSun Technologies, Inc., formerly
known as Trey Resources, Inc., focuses on the business software
and information technology consulting market, and is looking to
acquire other companies in this industry.  SWK Technologies, Inc.,
the Company's subsidiary and the surviving company from the
acquisition and merger with SWK, Inc., is a New Jersey-based
information technology company, value added reseller, and master
developer of licensed accounting and financial software published
by Sage Software.  SWK  Technologies also publishes its own
proprietary supply-chain software, the Electronic Data Interchange
(EDI) solution "MAPADOC."  SWK Technologies sells services and
products to various end users, manufacturers, wholesalers and
distribution industry clients located throughout the United
States, along with network services provided by the Company.

As reported in the TCR on April 2, 2011, Friedman LLP, in East
Hanover, NJ, expressed substantial doubt about Trey Resources,
Inc.'s ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred substantial accumulated deficits and
operating losses, and at Dec. 31, 2010, has a working capital
deficiency of approximately $5.1 million.

The Company's balance sheet at Sept. 30, 2012, showed $3.07
million in total assets, $3.64 million in total liabilities, all
current, and a $570,080 total stockholders' deficit.

SIONIX CORP: Joseph Autem Named Chief Financial Officer
-------------------------------------------------------
Sionix Corporation announced the appointment of Joseph W. Autem as
its Chief Financial Officer.

Mr. Autem has over 30 years of financial and accounting experience
in the oil and gas, technology, investment and manufacturing
industries.  Mr. Autem will work closely with the CEO and Board of
Directors of Sionix to provide insight and strategic direction and
to help create shareholder value.

Ken Calligar, Interim CEO of Sionix comments, "The hiring of Joe
Autem is significant.  Joe brings a wealth of relevant corporate
experience to Sionix.  He is well known and regarded in the Oil
and Gas industry.  I believe Sionix is assembling a management
team that can leverage our proprietary technologies and technical
skills into commercial results."

Mr. Autem is a founder of CFO Partners from its inception in
September of 2009.  His clients at CFO Partners have included
drilling companies and exploration and production companies in the
states of Texas and Oklahoma.  Mr. Autem also has investments that
include direct lease holdings of mineral interests in the Barnett
Combo, the oil rich portion of the Barnett Shale, located in North
Texas.

Prior to his association with CFO Partners, he has held CFO
positions with leading companies in the investment, technology,
manufacturing and oil and gas industries, in Fort Worth, Dallas
and Houston.  These companies include Rainwater, Inc., Natural Gas
Partners, Broadcast.com, and TieTek.  Mr. Autem began his career
with Arthur Andersen in Kansas City.  Mr. Autem currently serves
on the Board of Directors of ViewCast Corporation; a Dallas based
technology company and is the chairman of the audit committee.

                         About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.

Sionix incurred a net loss of $5.76 million for the year ended
Sept. 30, 2012, compared with a net loss of $6.30 million during
the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $2.90
million in total assets, $4.02 million in total liabilities, all
current, and a $1.11 million total stockholders' deficit.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred cumulative losses of
$37,560,000.  In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


SIRIUS INT'L: Fitch Affirms BB+ Rating on $250MM Preference Shares
------------------------------------------------------------------
Fitch Ratings has maintained the 'A' Insurer Financial Strength
(IFS) ratings of the runoff operating subsidiaries of OneBeacon
Insurance Group, Ltd. (OneBeacon; 75.2% ownership by White
Mountains) on Rating Watch Negative pending the close of the
previously announced sale of OneBeacon's runoff business and
several entities to Armour Group Holdings Limited.  Fitch has also
affirmed with a Stable Rating Outlook the Issuer Default Ratings
(IDRs), debt and IFS ratings for White Mountains Insurance Group,
Ltd. and its holding company subsidiaries and property/casualty
insurance and reinsurance subsidiaries, including OneBeacon's
ongoing subsidiaries and Sirius International Insurance Group,
Ltd.'s subsidiaries (Sirius Group; 100% ownership by White
Mountains).

Key Rating Drivers

Fitch's Rating Negative Watch reflects the planned reduction in
capital levels of the targeted runoff companies at the time of
closing to just above regulatory minimums, at an NAIC risk-based
capital (RBC) ratio (company action level) of 100%. Assuming the
acquisition is completed as currently envisioned, Fitch would
expect to downgrade the IFS ratings of the runoff entities to no
higher than 'BB+' upon the sale to Armour, based on such weakened
capital levels. Fitch does not rate Armour. The close is currently
targeted for the second half of 2013, and is subject to regulatory
approvals.

Fitch expects that OneBeacon will retain a willingness and ability
to provide reasonable support to the runoff entities up until the
close of the sale. As such, Fitch will continue to review the
progress of the transaction during the closing period and could
downgrade the ratings, even before close, if it is determined that
the capitalization and management of the runoff entities are no
longer consistent with the expectations for the existing ratings.
However, assuming no material changes to the credit of the
entities being sold, Fitch may not take any additional rating
action prior to the closing.

As of year-end 2012, OneBeacon Insurance Company, the lead
insurance company being sold to Armour, had an NAIC RBC ratio
(company action level) of 211%. This is down from 330% at year-end
2011, reflecting various internal restructuring activities
anticipated in advance of the sale. Fitch expects the runoff
entities to maintain an NAIC RBC ratio (company action level) of
at least 200% prior to the planned capital reduction at the time
of closing.

Fitch's rating rationale for the affirmation of White Mountains'
ratings reflects the company's low financial and operating
leverage, opportunistic business approach and favorable financial
flexibility. The ratings also reflect anticipated challenges in
the overall competitive, but generally improving property/casualty
market rate environment.

White Mountains posted net income attributed to common
shareholders of $207 million in 2012, down from the sizable net
income attributed to common shareholders of $768 million for full
year 2011, which included a $678 million gain on the sale of
Esurance and Answer Financial to The Allstate Corporation.
OneBeacon and Sirius Group posted favorable GAAP combined ratios
in 2012 of 98% and 90%, respectively.

White Mountains' financial leverage ratio continues to be modest
at 15.2% at Dec. 31, 2012, up from 12.7% at Dec. 31, 2011, as the
company had $75 million outstanding under its bank facility at
year-end 2012 that was repaid in January 2013. Total GAAP
shareholders' equity declined almost 9% in 2012 to $4.3 billion at
Dec. 31, 2012, as net income was more than offset by increased
common share repurchases of $669 million in 2012. GAAP operating
earnings-based interest expense and preferred dividend coverage
(excluding net gains and losses on investments) improved to 3.4
times (x) in 2012 from negative coverage in 2011.

White Mountains' sale transactions over the last several years
have freed up capital that previously supported the business
writings and reserves. This provides financial flexibility that
the company can use to support additional business writings,
investment and acquisition opportunities or capital management
alternatives. However, Fitch expects that White Mountains will
continue to maintain a level of insurance company capitalization
that is consistent with the current ratings.

Rating Sensitivities

Key rating triggers that could lead to an upgrade include
improvement in operating results in line with higher rated peers,
overall flat to favorable loss reserve development, debt-to-total
capital maintained below 20%, run rate operating earnings-based
interest and preferred dividend coverage of at least 8x, continued
strong capitalization of the insurance subsidiaries and increased
stability in longer term strategic operations and results.

Key rating triggers that could lead to a downgrade include
significant adverse loss reserve development, future earnings that
are significantly below industry levels, sizable deterioration in
insurance subsidiary capitalization, debt-to-total capital
maintained above 30%, run rate operating earnings-based interest
and preferred dividend coverage of less than 5x and additional A&E
losses for OneBeacon significantly above the remaining $198
million available limit under the $2.5 billion National Indemnity
Company cover.

Fitch has maintained its Rating Watch Negative on the following
ratings:

OneBeacon Insurance Company
Camden Fire Insurance Association (The)
Employers' Fire Insurance Company (The)
Northern Assurance Company of America (The)
OneBeacon America Insurance Company
OneBeacon Midwest Insurance Company
Traders & General Insurance Company

-- IFS 'A'.

Fitch affirms the following ratings with a Stable Outlook:

White Mountains Insurance Group, Ltd.

-- IDR at 'BBB+'.

OneBeacon U.S. Holdings, Inc.

-- IDR at 'BBB+';
-- $275 million 4.6% due Nov. 9, 2022 at 'BBB'.

Sirius International Group, Ltd.

-- IDR at 'BBB+';
-- $400 million 6.375% due March 20, 2017 at 'BBB';
-- $250 million perpetual non-cumulative preference shares at
    'BB+'.

OneBeacon ongoing insurance subsidiaries:
Atlantic Specialty Insurance Company
Homeland Insurance Company of New York
Homeland Insurance Company of Delaware
OBI National Insurance Company

-- IFS at 'A'.

Sirius International Insurance Corporation
Sirius America Insurance Company

-- IFS at 'A'.


SPINNIKEN, LLC: Case Summary & Unsecured Creditor
-------------------------------------------------
Debtor: Spinniken, LLC
        1145 N. Macksey Road
        Suttons Bay, MI 49682

Bankruptcy Case No.: 13-02776

Chapter 11 Petition Date: April 2, 2013

Court: U.S. Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Robert A. Stariha, Esq.
                  STARIHA LAW OFFICES, P.C.
                  48 W. Main Street, Suite 6
                  Fremont, MI 49412
                  Tel: (231) 924-3761
                  E-mail: slobr@sbcglobal.net

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

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

The petition was signed by James Spinniken, member.

The Company's list of its largest unsecured creditors contains
only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Michael J. Corcoran, P.C.          --                       $2,500
201 State Street
Charlevoix, MI 49720


SPRINGLEAF FINANCE: S&P Raises Issuer Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issuer
credit rating on Springleaf Finance Corp. to 'B-' from 'CCC' and
removed the company from CreditWatch, where it placed it with
positive implications on Feb. 28, 2013.  The outlook is stable.
At the same time, S&P raised its rating on the firm's senior
secured debt to 'B' from 'CCC+' and the rating on the firm's
unsecured debt to 'CCC+' from 'CCC'.  S&P also removed these
ratings from CreditWatch positive.

"The upgrade reflects the improvement in Springleaf's funding
profile," said Standard & Poor's credit analyst Stephen Lynch.
"Specifically, management was able to securitize both consumer and
real estate mortgage loans, providing the firm with greater
funding and liquidity for debt maturities and business
operations."

In February 2013, Springleaf raised $662 million through a
securitization of its consumer loans, which netted the company
about $560 million.  On April 1, 2012, Springleaf also announced
that it plans to securitize $1.02 billion of real estate loans,
which S&P expects to net approximately $778 million for the
company.

"The stable outlook reflects our view that Springleaf has stemmed
the tide of losses from its real estate loan portfolio and will
return to profitability in late 2013 or early 2014," said Mr.
Lynch.

Over the next few years, Springleaf will also continue to
deleverage as cash flows from its real estate loan portfolio,
which is in run-off, will be used to pay down high-yielding debt
maturities.  S&P believes the confluence of these two items should
improve cash flow for liquidity and earnings for equity support.

S&P could lower the rating if Springleaf has trouble securitizing
its consumer loan portfolio or if earnings deteriorate so that the
firm is unable to continue reducing financial leverage.

S&P could raise the ratings on the firm if management obtains
stable funding for its consumer lending business, if earnings show
stable growth, or if debt to equity were to fall below 5x.


SPROUTS FARMERS: Moody's Rates New $685-Mil. Secured Debt 'B2'
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Sprouts Farmers
Market Holdings, LLC's proposed $625 million senior secured term
loan and $60 million senior secured revolving credit facility and
affirmed the company's B2 Corporate Family Rating and B2-PD
Probability of Default Rating. The rating outlook is stable.
Proceeds from the proposed credit facilities will be used to
refinance existing debt and to pay a dividend to shareholders.

"Although Sprouts' debt financed dividend increases leverage, we
expect credit metrics to remain consistent with its B2 rating",
said Mickey Chadha, Senior Analyst at Moody's. "Sprouts continues
to demonstrate good same store sales growth, and we expect its
credit metrics to improve modestly in the near to medium term as
it pursues an ambitious growth strategy", Chadha further stated.

The following ratings are affirmed:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

The following ratings are assigned:

Proposed $625 million Senior Secured Term Loan maturing 2020 at
B2 (LGD3, 49%)

Proposed $60 million Senior Secured Revolving Credit Facility
maturing 2018 at B2 (LGD3, 49%)

The following ratings are affirmed and will be withdrawn upon
closing:

$403 million Senior Secured Term Loan maturing 2018 at B2 (LGD3,
45%)

$50 million Senior Secured Revolving Credit Facility maturing
2016 at B2 (LGD3, 45%)

Ratings Rationale:

Sprouts' B2 Corporate Family Rating reflects its high leverage,
relatively small scale, aggressive growth strategy, and financial
policy risks. The ratings also reflect the company's attractive
market niche, good operating performance in a challenging economic
and competitive environment, and good liquidity.

The stable rating outlook incorporates Moody's expectation that
Sprouts' same store sales growth will remain positive, liquidity
will remain good and there will be no material change in industry
conditions. Moody's anticipates a modest improvement in credit
metrics over the next year. The outlook also reflects Moody's
expectation of no further material debt financed shareholder
distributions or acquisitions in the next 12-18 months.

Ratings could be upgraded should the company demonstrate continued
solid growth in revenues and profitability accompanied by a
sustained improvement in credit metrics. Quantitatively, an
upgrade could be achieved if debt to EBITDA is sustained below 4.5
times and EBITA to interest is maintained in excess of 2.25 times.

Ratings could be downgraded if debt to EBITDA is sustained above
5.5 times, or if EBITA to interest is sustained below 1.5 times.
Ratings could also be downgraded if the company's same store sales
growth or cash flow deteriorates or if operating performance
indicates loss of customer traffic or if there is a shift towards
a more aggressive financial policy.

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

Sprouts Farmers Market, LLC is a specialty food retailer
headquartered in Phoenix, Arizona. The company operates 154 stores
in 8 states including Arizona, California, Texas, Colorado, New
Mexico, Nevada, Oklahoma and Utah. An affiliate of Apollo
Management owns about 48% of Sprouts with the rest owned by the
founding family, private investors and management.


STAMP FARMS: Court OKs Miedema to Appraise Irrigation Equipment
---------------------------------------------------------------
Stamp Farms, L.L.C., et al., sought and obtained permission from
the U.S. Bankruptcy Court for the Western District of Michigan to
employ Miedema Appraisals, Inc., to perform an appraisal of the
140-145 irrigation pivots and possibly related irrigation
equipment consisting of generators and pumps.

The Debtors sought authorization to auction substantially all of
their assets used in connection with their farming business and to
sell any remaining unsold assets, if any by public auction or in
private sales.  To facilitate the sale process, the Debtors seek
approval of the engagement of Miedema.

The Debtors relate they had filed an application to employ Ritchie
Bros. as auctioneers and appraisers of certain of the Debtors'
assets, however, Ritchie Bros.' scope of work doesn't include the
appraisal of certain irrigation pivots and possibly related
irrigation equipment.

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

Stamp Farms, L.L.C., and three affiliates sought Chapter 11
protection (Bankr. W.D. Mich. Lead Case No. 12-10410) on Nov. 30,
2012, in Grand Rapids, Michigan.  Stamp Farms began in 1968 with
its purchase of 168 acres of farmland in Decatur, Michigan.  The
family was also heavily involved in the swine industry, operating
a 500 sow swine operation until 1995.  In 1997, Mike Stamp took
over operations of Stamp Farms' 1500 acres and has grown the farm
operation to cover 20,000+ acres across six southwestern Michigan
counties.

Stamp Farms sells its grain to Northstar Grain, L.L.C., solely
owned by Mike Stamp, which conducts a grain elevator business on
land it owns and leases and upon which buildings, grain storage
bins, grain loading and related equipment and rail spurs are
located.

Stamp Farms estimated at least $10 million in assets and at least
$50 million in liabilities in its bare-bones petition.

Mike Stamp also filed a Chapter 11 petition (Case No. 12-10430).

Judge Scott W. Dales oversees the case.  The Debtor has hired the
law firm of Varnum LLP as counsel.  O'Keefe & Associates
Consulting, L.L.C. serves as financial restructuring advisors .

The Official Committee of Unsecured Creditors retained Robbins,
Salomon & Patt, Ltd., as its counsel.


STAMP FARMS: Emerald Approved as Committee's Financial Consultant
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Stamp Farms, L.L.C., et al., sought and obtained
permission from the U.S. Bankruptcy Court for the Western District
of Michigan to retain Emerald Agriculture, LLC, as its financial
consultant.

Emerald will:

   a) review of the operational and financial affairs of the
      Debtors and their non-debtor affiliates;

   b) serve as expert witness on behalf of the Committee in Court
      proceedings;

   c) review and critical analysis of efforts related to the
      expeditious liquidation of the Debtors' assets, including
      decisions relating to the sale or auctioning of the assets
      of the Debtors and their non-debtor affiliates; and

   d) review and analyze financial improprieties associated with
      the prepetition operations and financial reporting thereof
      by the Debtors and their non-debtor affiliates, including
      analyses prepared by consultants to the Debtors and Wells
      Fargo Bank.

The only person at Emerald anticipated to work on the engagement
is Emerald's sole member, Raymond Hunter.  He has agreed to be
paid at an hourly rate of $375.

The Committee notes Emerald began consulting with the Committee on
Dec. 28, 2012.  Thus far, the Committee has authorized Emerald for
up to $15,000 in aggregate fees and expenses, but that
authorization may increase at the sole discretion of the Committee
and the application is not intended to limit Emerald's retention
to that capped amount if the Committee authorizes additional work
by Emerald.

Stamp Farms, L.L.C., and three affiliates sought Chapter 11
protection (Bankr. W.D. Mich. Lead Case No. 12-10410) on Nov. 30,
2012, in Grand Rapids, Michigan.  Stamp Farms began in 1968 with
its purchase of 168 acres of farmland in Decatur, Michigan.  The
family was also heavily involved in the swine industry, operating
a 500 sow swine operation until 1995.  In 1997, Mike Stamp took
over operations of Stamp Farms' 1500 acres and has grown the farm
operation to cover 20,000+ acres across six southwestern Michigan
counties.

Stamp Farms sells its grain to Northstar Grain, L.L.C., solely
owned by Mike Stamp, which conducts a grain elevator business on
land it owns and leases and upon which buildings, grain storage
bins, grain loading and related equipment and rail spurs are
located.

Stamp Farms estimated at least $10 million in assets and at least
$50 million in liabilities in its bare-bones petition.

Mike Stamp also filed a Chapter 11 petition (Case No. 12-10430).

Judge Scott W. Dales oversees the case.  The Debtor has hired the
law firm of Varnum LLP as counsel.  O'Keefe & Associates
Consulting, L.L.C. serves as financial restructuring advisors .

The Official Committee of Unsecured Creditors tapped to retain
Robbins, Salomon & Patt, Ltd., as its counsel.


STAMP FARMS: Committee Can Hire Robbins Salomon as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Stamp Farms, L.L.C., et al., sought and obtained
permission from the U.S. Bankruptcy Court for the Western District
of Michigan to retain Robbins, Salomon & Patt, Ltd. as its
counsel.

The hourly rates of RSP's personnel are:

         Partners                      $290 to $450
         Associates                    $140 to $270
         Paralegals/Research Clerks    $105 to $160

The hourly rates of RSP's professionals working on the case are:

         Jennifer L. Barton, associate     $200
         Diane H. Psarras, partner         $295

RSP has agreed to cap the hourly rates of Steve Jakubowski, whose
work will represent most of RSP's partner hours on the engagement,
at $375.  In addition, no RSP attorneys will charge for travel
time to and from Chicago to court hearings or other proceedings or
meetings in Michigan.

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

Stamp Farms, L.L.C., and three affiliates sought Chapter 11
protection (Bankr. W.D. Mich. Lead Case No. 12-10410) on Nov. 30,
2012, in Grand Rapids, Michigan.  Stamp Farms began in 1968 with
its purchase of 168 acres of farmland in Decatur, Michigan.  The
family was also heavily involved in the swine industry, operating
a 500 sow swine operation until 1995.  In 1997, Mike Stamp took
over operations of Stamp Farms' 1500 acres and has grown the farm
operation to cover 20,000+ acres across six southwestern Michigan
counties.

Stamp Farms sells its grain to Northstar Grain, L.L.C., solely
owned by Mike Stamp, which conducts a grain elevator business on
land it owns and leases and upon which buildings, grain storage
bins, grain loading and related equipment and rail spurs are
located.

Stamp Farms estimated at least $10 million in assets and at least
$50 million in liabilities in its bare-bones petition.

Mike Stamp also filed a Chapter 11 petition (Case No. 12-10430).

Judge Scott W. Dales oversees the case.  The Debtor has hired the
law firm of Varnum LLP as counsel.  O'Keefe & Associates
Consulting, L.L.C. serves as financial restructuring advisors .

The Official Committee of Unsecured Creditors tapped to retain
Robbins, Salomon & Patt, Ltd., as its counsel.


STARWOOD PROPERTY: Moody's Assigns 'Ba3' CFR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating
to Starwood Property Trust and Ba3 senior secured rating to its
term loan currently being marketed. The rating outlook is stable.
This is the first time Moody's has rated Starwood Property Trust.

Ratings Rationale:

Starwood's Ba3 corporate family rating reflects its growing
franchise in the real estate debt capital markets. The acquisition
of LNR Property announced in January 2013 will broaden Starwood's
lending platform to include CMBS and small loan originations, as
well as the largest special servicer in the US, and offer an
entree to the European market. The combined entity will benefit
from low leverage, strong profitability and counter cyclical cash
flows from special servicing. Still, Starwood's funding for new
originations will depend on capital markets access, and it will
face the challenges of integrating a number of large and complex
businesses that comprise LNR.

Starwood is a mono-line finance company which limits its upward
rating momentum over the intermediate-term. In addition, it relies
on short-term, wholesale funding, as is typical in this space.
Positively, Starwood's fixed and floating debt and asset
maturities are well matched through 2018.

As a public REIT, Starwood benefits from access to equity capital
markets and increased transparency, although its third party
management structure is a concern. Starwood's executive management
team comprises experienced professionals who have worked
cohesively together over the years at other firms. The REIT also
benefits from the sponsorship of Starwood Capital Group.

Starwood has had no problem loans to date, a testament to its
strong credit culture, as well as a reflection of its limited
operating history in a favorable market environment. The rating
allows for up to 5% problem loans as a fraction of gross loans.

The proposed secured term loan is rated at the same level as the
corporate family rating since the majority of outstanding debt is
secured.

The stable rating outlook reflects Moody's expectation that
Starwood will close on the LNR acquisition as expected and
integrate its platform seamlessly. Moody's further anticipates
that the REIT's leverage will remain in the 0.5x -- 1.0x range on
a debt/equity basis, and that it will continue to manage its
liquidity prudently. Given Starwood's business model and portfolio
composition, there is little cushion in the REIT's metrics at its
current rating.

Positive rating momentum would depend on Starwood strengthening
its liquidity by extending its debt maturity profile, diversifying
its funding sources away from wholesale secured debt, and
maintaining its strong profitability, low leverage and excellent
asset quality over a sustained period of time.

Negative rating pressure will result from any liquidity
challenges, deterioration in asset quality or an increase in
leverage to over 1.0x (debt/equity).

The following ratings were assigned with a stable outlook:

Starwood Property Trust, Inc. -- corporate family rating at Ba3;
senior secured term loan at Ba3

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.

Starwood Property Trust, Inc. [NYSE: STWD] is a REIT headquartered
in Greenwich, Connecticut, focused on originating, investing in,
financing and managing commercial mortgage loans and other
commercial real estate debt investments, commercial mortgage-
backed securities, and other commercial real estate-related debt
investments. The REIT also invests in residential mortgage-backed
securities and residential real estate owned, and may invest in
non-performing loans, commercial properties subject to net leases
and residential mortgage loans. Starwood is externally managed and
advised by SPT Management, LLC, an affiliate of Starwood Capital
Group. At December 31, 2012, Starwood's assets totaled $4.3
billion and its equity was $2.8 billion.


STEWARD HEALTH: Proposed $250MM Term Loan Gets Moody's 'B2' Rating
------------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and a B3-PD Probability of Default Rating to Steward Health Care
System LLC. Moody's also assigned a B2 (LGD 3, 34%) rating to
Steward's proposed $250 million senior secured term loan due 2020.

Moody's understands that the proceeds of the term loan will be
used to repay amounts outstanding under the company's asset based
revolver and for general corporate purposes. The outlook for the
ratings is positive. This is the first time Moody's has assigned
ratings to Steward.

The following ratings were assigned:

  Corporate Family Rating, B3

  Probability of Default Rating, B3-PD

  Senior secured term loan due 2020, B2 (LGD 3, 34%)

Ratings Rationale:

Steward's B3 Corporate Family Rating reflects Moody's expectation
that the company will continue to operate with considerable
adjusted financial leverage. Additionally, while Moody's expects
that leverage will decline over the near term due to improvements
in EBITDA, the company has a limited track record of operating
profitably or generating positive free cash flow. Moody's
anticipates that benefits from recent initiatives will improve
operating results throughout the next 12 -- 18 months, but free
cash flow will likely remain negative throughout that period.
Further, the rating reflects the benefit of the significant
presence Steward has in its market but also the risk of having all
of its operations in one geographic location in one state.

The positive rating outlook reflects Moody's expectation of
improved operating performance as the company benefits from
investments, cost cutting and efficiency initiatives taken over
the last two years. Moody's expects that financial leverage will
decline from pro forma 2012 levels due to growth in EBITDA but
will remain considerable when incorporating the unfunded pension
obligation. The positive rating outlook also reflects Moody's
expectation that Steward will not pursue any material acquisitions
in the near term, which will allow for additional investment and
improvement in organic growth from the existing portfolio of 11
hospitals.

The rating could be upgraded if Moody's believes that operational
improvements will result in sustained adjusted debt to EBITDA of
around 5.0 times. Additionally, Moody's would have to see evidence
that the company will be able to achieve and sustain positive free
cash flow and decrease reliance on its revolving credit facility.

Moody's could downgrade the rating if liquidity weakens either
through an inability to generate positive free cash flow or if
Steward has limited availability under its revolver. Additionally,
a significant debt financed acquisition or shareholder initiative
could result in a downgrade of the ratings. For example, if
adjusted leverage is expected to be sustained above 6.0 times, the
rating could be downgraded.

The principal methodology used in this rating 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.

Headquartered in Boston, MA, Steward Health Care System LLC is a
fully integrated community care organization and community
hospital network in New England. As of December 31, 2012, the
system's subsidiaries and affiliates owned and operated 11 acute
care hospitals. Other Steward Health Care entities include Steward
Medical Group, Steward Home Care, and Laboure College. For the
year ended December 31, 2012, Steward recognized approximately
$1.7 billion of revenue after considering the provision for bad
debt.


STONE CRANBERRY: Case Summary & 6 Unsecured Creditors
-----------------------------------------------------
Debtor: Stone Cranberry Corp.
        P.O. Box 144/Off Montello Street
        Carver, MA 02355

Bankruptcy Case No.: 13-11922

Chapter 11 Petition Date: April 3, 2013

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: Richard A. Mestone, Esq.
                  MESTONE & ASSOCIATES LLC
                  Hawthorne North
                  435 Newbury Street, Suite 215
                  Danvers, MA 01923
                  Tel: (617) 381-6700
                  Fax: (978) 539-8691
                  E-mail: richard.mestone@mestonehogan.com

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

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

A copy of the Company's list of its six largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/mab13-11922.pdf

The petition was signed by Edwin A. Whitworth, president/CEO.


SUN-TIMES MEDIA: Court Dismisses Khatib Infringement Suit
---------------------------------------------------------
Hamin Khatib sued Chicago Newspaper Liquidation Corp. Liquidating
Trust, formally known as Sun-Times Media Group, Inc., alleging
claims for copyright infringement, patent infringement, unfair
competition, trade secret misappropriation, unjust enrichment and
other various common law claims related to an "Iqraa Front-
Backpack" designed by the Plaintiff.  The Liquidating Trust moved
to dismiss these claims because (1) the claims asserted in the
Plaintiff's complaint are time barred by applicable bar dates set
by the Bankruptcy Court; (2) the Plaintiff fails to allege
sufficient facts to state claims upon which relief may be granted;
and (3) the Plaintiff failed to serve the Defendant with the
adversary complaint.

In his April 3, 2013 Opinion available at http://is.gd/UdFAmLfrom
Leagle.com, Bankruptcy Judge Christopher S. Sontchi denies the
motion dismiss, in part, and grants the motion, in part.  The
Court denies the motion on the basis that the (i) Plaintiff's
claims are time barred and (2) Plaintiff failed to serve the
Defendant.  The Court grants the motion to dismiss with prejudice
as the Plaintiff has failed to state plausible claims upon which
relief may be granted pursuant to Fed.R.Civ.P. Rule 12(b)(6). As a
result, the case will be dismissed with prejudice in its entirety.

The case is, HAMIN KHATIB, Plaintiff, v. SUN-TIMES MEDIA GROUP,
INC., Defendant, Adv. Proc. No. 12-50900 (Bankr. D. Del.).

                       About Sun-Times Media

Sun-Times Media Group, Inc. -- http://www.thesuntimesgroup.com/--
owned media properties including the Chicago Sun-Times and
Suntimes.com and 58 suburban newspaper titles and corresponding
Web sites.  The Company and its affiliates conducted business as a
single operating segment which is concentrated in the publishing,
printing, and distribution of newspapers in greater Chicago,
Illinois, metropolitan area and the operation of various related
Web sites.  The Company also had affiliates in Canada, the United
Kingdom, and Burma.

Sun-Times Media's balance sheet at Sept. 30, 2008, showed total
assets of $479.9 million, total liabilities of $801.7 million, and
a stockholders' deficit of $321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Del. Case No. 09-11092).
James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A.
Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP,
Serve as the Debtors' bankruptcy counsel.  Sun-Times Media's
investment banker is Rothschild Inc. and its restructuring advisor
is Huron Consulting Group.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors disclosed $479 million in
assets and $801 million in debts as of Nov. 7, 2008.

On Oct. 8, 2009, the bankruptcy judge approved the $25 million
sale of Sun-Times Media Group to STMG Holdings LLC, a private
investor group led by Chicago businessman and Mesirow Financial
Holdings Inc. CEO James C. Tyree.  Thereafter, Sun-Times Media
Group became a non-operational entity with no operating business
assets.

On Aug. 17, 2011, a plan of liquidation was confirmed by the
Court.  Thereafter, the Plan became effective

Pursuant to the Plan, as of the Effective Date, the Liquidating
Trust was formed and became responsible for resolving all disputed
claims, pursuing or otherwise litigating any causes of action
filed against the Debtors, and making all distributions provided
for under the Plan.  Under the terms of the Plan, all of the value
of the Debtors' estates was distributed to holders of
administrative and priority tax claims.  Holders of general
unsecured claims are not entitled to any distribution.


SUNSTATE EQUIPMENT: S&P Puts 'B' CCR on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' corporate
credit rating and 'B-' senior secured debt ratings on Phoenix,
Ariz.-based Sunstate Equipment Co. LLC remain on CreditWatch with
positive implications, where S&P placed the ratings on Jan. 9,
2013.

"Sunstate's credit metrics, which exceed ratios compatible with
the current rating, have improved," said Standard & Poor's credit
analyst John Sico.  Conditions in the equipment rental sector
continue to strengthen relative to construction spending, and S&P
expects Sunstate's operating performance will keep getting better
as well.

The ratings on Sunstate reflect S&P's assessment of the company's
"weak" business risk profile.  The company is a regional operator
in the highly fragmented and competitive construction equipment
rental industry.  The ratings also reflect its limited diversity,
capital-intensive equipment purchases, high leverage, and, up to
now, somewhat limited financial flexibility.  Sunstate's good
regional presence in the southwestern U.S., focus on customer
service, and good EBITDA margin temper its weaknesses.

S&P views Sunstate's liquidity as "adequate."  Sunstate maintains
a revolving asset-based lending facility that is controlled by a
borrowing base mainly composed of its construction equipment
rental fleet--whose valuation has improved.  Sunstate has ample
availability on this facility to continue to purchase fleet as
demand for rental equipment remains strong.

In addition to determining whether Sunstate will sustain better
credit metrics over the next 12 months, S&P will evaluate the
level of the new majority owner's support and their strategic
plans.  Sumitomo Corp. (A/Stable/A-1), through its wholly owned
subsidiary SMS International Corp., had increased its stake in
Sunstate to 80% from 35%.  Although this triggered a change-of-
control, the offer to repurchase has expired and it did not affect
the rating.


SUPERMEDIA: Prepares Three-Month Cash Flow Projection Thru June 14
------------------------------------------------------------------
Supermedia Inc. and its affiliates submitted to the bankruptcy
court a 3-month cash flow projection on April 1, 2013.

The Debtors forecast that by the end of April 2013, their cash
receipts will be $102.3 million and cash disbursements will total
$87.2 million for a net cash flow of $15.1 million.  By mid-June
2013, they forecast total cash receipts of $45.8 million and total
cash disbursements of $55.1 million for a net cash flow of $(9.3
million).

The cash flow forecast was provided in an initial monthly
operating report document.

The report also disclosed that the Debtors have paid a $500,000
retainer to Cleary Gottlieb Steen & Hamilton LLP on Feb. 20, 2013;
a $500,000 retainer to Fulbright & Jaworski LLP on Mar. 12, 2013;
a $50,000 retainer to Young Conaway Stargatt & Taylor LLP on Feb.
27, 2013; and $25,000 retainer to Epiq Bankruptcy Solutions LLC on
Dec. 7, 2012.

A copy of the Debtors' Cash Flow Projection is available for free
at http://bankrupt.com/misc/SUPERMEDIA_InitialMOR.pdf

                         About SuperMedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers.  Idearc was
spun off from Verizon Communications, Inc., in 2006.

At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of
which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp.  SuperMedia
disclosed total assets of $1.4 billion and total debt of $1.9
billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark Partners
Is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is also SuperMedia's second stint in Chapter 11.  Idearc and
its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 09-31828) in March 2009 and emerged from bankruptcy
in December 2009, reducing debt from more than $9 billion to $2.75
billion.


SUPERMEDIA: Cap on Allowed Employee Bonuses Raised to $5.5-Mil.
---------------------------------------------------------------
Judge Kevin Gross recently entered a supplemental order, giving
Supermedia Inc. and its affiliates the green light to pay their
employees up to an aggregate amount of $5.5 million on account of
prepetition incentive bonuses and sales commissions.

The bankruptcy court previously set the cap on the bonuses and
commissions for $4 million.

The judge's previous order also authorized the Debtors to certain
prepetition wages, salaries and other compensation; reimbursable
employee expenses; employee benefits; and payroll administration
associated costs.

Moreover, the Debtors are allowed, in their sole discretion, to
pay prepetition claims, honor obligations, and continue employee-
related programs, in the ordinary course of business; provided
that amounts paid on severance claims will not exceed $1.2 million
and amounts paid for wages to employees will not exceed $500,000.

                         About SuperMedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers.  Idearc was
spun off from Verizon Communications, Inc., in 2006.

At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of
which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp.  SuperMedia
disclosed total assets of $1.4 billion and total debt of $1.9
billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark Partners
Is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is also SuperMedia's second stint in Chapter 11.  Idearc and
its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 09-31828) in March 2009 and emerged from bankruptcy
in December 2009, reducing debt from more than $9 billion to $2.75
billion.


T3 MOTION: Obtains $750,000 Revolving Facility From Alpha & Brio
----------------------------------------------------------------
T3 Motion, Inc., has enhanced its financial position by completing
an additional $750,000 of funding through a revolving secured
credit facility from two of its institutional investors, Alpha
Capital Anstalt and Brio Capital Master Fund.  The 12 month
Facility allows for up to $750,000 of borrowings based on a
combination of:

   (i) 80% of the value of eligible Accounts Receivable;

  (ii) 65% of the market value of finished inventories; and

(iii) 50% of the market value of raw materials and sub-assembly
       inventories.

The Facility bears interest at 7.25% payable monthly and is
secured by the Company's assets.  Alpha Capital Anstalt and Brio
Capital Master Fund were both significant investors in the company
funding announced in November 2012 and March 2013.

"T3 Motion is excited by the continuing support from our key
investors which will provide us the flexibility and added
liquidity we need to fulfill our revenue growth objectives as well
as our expansion in to new consumer and commercial markets with
the build out of a new dealer and distribution channel to support
the upcoming release of our VisionTM Series of vehicles," stated
William Tsumpes, chief executive officer and interim chief
financial officer of T3 Motion.  "The additional source of capital
provides T3 Motion with the ability to nimbly address new revenue
and international growth opportunities as well as improving our
sales and operations objectives."

The Company expects that the proceeds of the Financing will be
used for general working capital purposes, including the purchase
of parts inventory, sales and marketing, and research and
development.

               Cures Non-Compliance Notice from NYSE

T3 Motion received a letter from NYSE MKT LLC dated March 21,
2013, indicating that the Company is not in compliance with
certain of the Exchange's continued listing standards as set forth
in Section 801(h) of the NYSE MKT Company Guide.  Specifically,
the appointment of one of the Company's previously independent
directors, Mr. William Tsumpes, as Chief Executive Officer and
Interim Chief Financial Officer of T3 Motion, has resulted in
greater than 50% of the directors on the Company's board lacking
independence (only three of seven directors were independent).  In
order to fully resolve this issue, the Company has accepted the
resignation of Mr. Rod Keller and Mr. Rob Thomson effective
immediately to ensure the Company's compliance with Section 801(h)
of the NYSE MKT Company Guide.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

After auditing the 2011 results, KMJ Corbin & Company LLP, in
Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has had negative cash flows from operations since
inception, and at Dec. 31, 2011, has an accumulated deficit of
$54.9 million.

The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $2.81 million in total assets,
$4.48 million in total liabilities, and a $1.66 million total
stockholders' deficit.

                         Bankruptcy Warning

"Our principal capital requirements are to fund our working
capital requirements, invest in capital equipment, to make debt
service payments and the continued costs of public company filing
requirements.  We have historically funded our operations through
debt and equity financings, and the Company will require
additional debt or equity financing in the future to maintain
operations.  The Company cannot make any assurances that
additional financings will be completed on a timely basis, on
acceptable terms or at all.  If the Company is unable to complete
a debt or equity offering, or otherwise obtain sufficient
financing when and if needed, it would negatively impact our
business and operations, which could cause the price of our common
stock to decline.  It could also lead to the reduction or
suspension of our operations and ultimately force us to go out of
business.  Currently, the Company does not have sufficient cash to
pay its current obligations including but not limited to payroll
for its employees.  If the Company does not succeed in raising
additional outside capital in the short term, the Company will be
forced to seek strategic alternatives which could include
bankruptcy or reorganization," the Company said in its quarterly
report for the period ended Sept. 30, 2012.


TALON INTERNATIONAL: Reports $679,000 Net Income in 2012
--------------------------------------------------------
Talon International, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $679,347 on $44.60 million of net sales for the year
ended Dec. 31, 2012, as compared with net income of $729,133 on
$41.66 million of net sales during the prior year.

For the quarter ended Dec. 31, 2012, the Company reported net
income of $26,978 on $11.38 million of net sales, as compared with
net income of $599,756 on $10.28 million of net sales for the same
period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $18.97
million in total assets, $11.02 million in total liabilities,
$23.97 million in series B convertible preferred stock, and a
$16.02 million total stockholders' deficit.

"We are pleased with the sales gains achieved this quarter and
throughout 2012," said Lonnie Schnell, Talon's chief executive
officer.  "The gains evidence important strategic wins in each of
our product divisions as we build upon our global brand
nominations, particularly in new regions within the U.S. as well
as our growth within the European marketplace."

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

                        http://is.gd/jhN11B

                    About Talon International

Woodland Hills, Calif.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.


TECHDYNE LLC: Hearing on Bid to Dismiss or Convert Case on May 22
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing on May 22, 2013, at 11:00 AM, to consider approval of
U.S. Trustee Ilene J. Lashinsky's motion to convert the Chapter 11
case of TechDyne LLC to one under Chapter 7 of the Bankruptcy Code
or, in the alternative, dismiss the Chapter 11 case.

As previously reported by The Troubled Company Reporter, the U.S.
Trustee complained that the Debtor's case does not appear to be
progressing and appears to be stalled to the detriment of
creditors.  Failure to prosecute a Chapter 11 case in an
expeditious manner is cause to dismiss or convert the case, the
U.S. Trustee asserted.  Moreover, the U.S. Trustee complained that
the Debtor's administrative deficiencies of failing to remain
current on monthly operating reports weighs heavily in favor of
dismissal or conversion.

                       About TechDyne, LLC

Scottsdale, Arizona-based TechDyne, LLC, is a developer and
entrepreneur of two patented technologies: light armor and a
medical cervical devise to prevent premature births.

The Company filed for Chapter 11 protection (Bankr. D. Ariz. Case
No. 11-16739) on June 9, 2011.  Judge Charles G. Case, II,
presides over the case.  In its schedules, the Debtor disclosed
$100,000,070 in assets and $701,313 in debts.  The petition was
signed by Benjamin V. Booher, Sr., managing member.

The U.S. Trustee for Region 8, has not appointed an official
committee of unsecured creditors in the Debtor's case because an
insufficient number of persons holding unsecured claims have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint such a committee should interest
develop among the creditors.

Bradley J. Stevens, Esq. -- bstevens@jsslaw.com -- at Jennings,
Strouss & Salmon, PLC, in Phoenix, Ariz., represents the Debtor as
counsel.


TELETOUCH COMMUNICATIONS: Shareholders Remove Five Directors
------------------------------------------------------------
Teletouch Communications, Inc., received a written communication
on behalf of Stratford Capital Partners, L.P., and Retail &
Restaurant Growth Capital, L.P., submitting written consents of
certain shareholders of the Company relating to the following
proposals:

Proposal No. 1 - Repeal any provision of the Company's By-Laws in
effect at the time this proposal becomes effective, including any
amendments thereto, which were not included in the Bylaws
incorporated by reference to Amendment No. 1 to the Company's
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on Sept. 28, 2012;

Proposal No.2 - Remove without cause five members of the Company's
Board of Directors, Clifford E. McFarland, Henry Y. L. Toh,
Marshall G. Webb, Terry K. Dorsey, Ph.D. and Ronald L. Latta, Jr.,
including any person elected or appointed to the Board to fill any
vacancy on the Board or any newly-created directorships after the
Record Date and prior to the effectiveness of these proposals;

Proposal No. 3 - Amend Article II, Section 2.2 of the Bylaws to
provide that any vacancies on the Board resulting from the removal
of directors by the stockholders of the Company will be filled
exclusively by the stockholders of the Company; and

Proposal No. 4 - Elect Joseph L. Harberg, Raymond C. Hemmig, Scott
M. Kleberg, David W. Knickel and Charles Daniel Yost to serve as
directors of the Company as follows: David W. Knickel and Joseph
L. Harberg to serve as Class II directors with terms expiring at
the 2012 Annual Meeting of Stockholders, Charles Daniel Yost to
serve as a Class III director with a term expiring at the 2013
Annual Meeting of Stockholders and Scott M. Kleberg and Raymond C.
Hemmig to serve as Class I directors with terms expiring at the
2014 Annual Meeting of Stockholders.

Stratford/RRGC voted 17,610,000 and 11,740,000 shares of the
Company's common stock each entity beneficially owns on each of
the Proposals, respectively, and Lazarus Investment Capital
Partners LLLP voted 5,285,397 shares of the Company's common stock
on the same proposals, which, in toto, represent approximately
71.1% of the Company's outstanding common stock as of March 22,
2013; as of the same date, the Company had 48,742,335 shares of
common stock outstanding.  According to the Consent of
Shareholders, the date of the Consent of Shareholders and the
effective date of the foregoing actions were March 22, 2013.

According to the Consent of Shareholders, the actions were
undertaken pursuant to Section 228 of the Delaware General
Corporate Law and of the Company's Certificate of Incorporation,
as amended to date.  Specifically, Article III, Section 3 of the
Certificate states, in part, that the entire Board may be removed,
with or without cause, by the vote of the holders of not less than
two-thirds of the shares of the Company's outstanding common stock
entitled to vote in an election of directors.

As previously disclosed in Stratford/RRGC's Schedule 13D filings,
as amended, the Schedule 13D filing parties have been in
disagreement with certain policies of the Board.  On Aug. 24,
2010, Stratford/RRGC, acting together, submitted a shareholder
proposal to the Company for consideration at the Company's 2010
Annual Meeting of Shareholders seeking the appointment of its
representatives to the Board.  Subsequently, Stratford/RRGC
decided to withdraw the proposal from consideration.  In July
2012, Stratford/RRGC again submitted a similar shareholder
proposal to the Company in connection with the 2012 Annual Meeting
of Shareholders.  Of the Nominees, David W. Knickel is Vice-
President of Stratford, Raymond Hemmig is Chairman and Chief
Executive Officer of RRGC, and Joseph L. Harberg is President of
RRGC; Messrs. Yost and Kleberg were previously nominated by
Stratford/RRGC to the Board in connection with the Company's prior
shareholder meetings.  Messrs. Yost and Kleberg are also parties
to a certain Nominating Agreement with Stratford/RRGC pursuant to
which they agreed, among other things, to be nominees and serve on
the Board and provide certain information to Stratford/RRGC as may
be required.

As of March 28, 2013, no Board committee membership assignment has
been made.  However, at the time of this disclosure, Messrs. Yost
and Kleberg are expected to be named to the Audit Committee,
Messrs. Yost, Harberg and Knickel - to the Compensation Committee
and Messrs. Hemmig, Knickel and Kleberg - to the Nominating and
Corporate Governance Committee of the Board.

There are no family relationships between the new directors and
the Company's executive officers.  Further, there are no
transactions involving the Company and those persons which
transaction would be reportable pursuant to Item 404(a) of
Regulation S-K promulgated under the Securities Act of 1933, as
amended.  If and to the extent eligible, the new directors will be
able to participate in all compensatory plans or arrangements that
may be available for Board members.

                          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.


TELETOUCH COMMUNICATIONS: Stratford Removes 5 Current Directors
---------------------------------------------------------------
Stratford Capital Partners, L.P., and Retail & Restaurant Growth
Capital, L.P., had delivered the requisite number of written
consents from the stockholders of Teletouch Communications, Inc.,
to remove Clifford E. McFarland, Henry Y. L. Toh, Marshall G.
Webb, Terry K. Dorsey, Ph.D., and Ronald L. Latta, Jr., from the
Board of Directors and to elect Stratford/RRGC nominees Joseph L.
Harberg, Raymond C. Hemmig, Scott M. Kleberg, David W. Knickel and
Charles Daniel Yost to fill the resulting vacancies.

Stratford/RRGC delivered consents from stockholders representing
more than two-thirds of TLLE's outstanding shares.  All proposals
approved by the stockholders took effect upon Stratford/RRGC's
delivery of the consents to the Company on March 22, 2013.

Raymond C. Hemmig, Chairman and CEO of Retail & Restaurant Growth
Management, Inc., and new member of the Board, stated "We greatly
appreciate the efforts of the outgoing members of the Board of
TLLE and thank them for their dedicated service.  As new
directors, each one of us is committed to representing the best
interests of all stockholders.  We look forward to working with
Robert McMurrey and Kip Hyde and all of the members of the TLLE
management team in the orderly transition of the Board and in the
ongoing work of maximizing value for all stockholders."

Stratford Capital Partners, L.P., and its affiliates disclosed
that, as of March 22, 2013, they beneficially own 17,610,000
shares of common stock of Teletouch Communications, Inc.,
representing 36.1% of the shares outstanding.

Stratford and RRGC have requested that the Company take all action
to ensure prompt compliance with the applicable notice
requirements to non-consenting stockholders under Section 228(e)
of the Delaware General Corporation Law.

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

                        http://is.gd/jAkGcX

                          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.


TEXAS STAR: Wins Confirmation of Chapter 11 Plan
------------------------------------------------
Texas Star Refreshments LLC obtained confirmation of its Chapter
11 Plan pursuant to a March 22, 2013 memorandum opinion, a copy of
which is available at http://is.gd/N6Lzi7from Leagle.com.

Bankruptcy Judge Robert L. Jones concluded that the TSR Plan
satisfies the confirmation requirements under the Bankruptcy Code.

Texas Star Refreshments is a vending machine servicing company.
Rodney Wilson serves as the on-site manager of TSR and his wife,
Donna Lynn, serves as his assistant.  The Wilsons were previously
employed with Custom Food Group, LLC.  In May 2010, CFG sued TSR
and the Wilson for, among other things, misappropriation of trade
secrets and breach of fiduciary duty.  A jury trial ruled in favor
of CFG and CFG was awarded a $910,000 judgment.  As a result of
the verdict, TSR filed for bankruptcy on Sept. 21, 2011 and the
Wilsons filed individually on Oct. 4, 2011.

Two bankruptcy plans were submitted to the U.S. Bankruptcy Court
for the Northern District of Texas, one filed by TSR and the other
filed by the Wilsons.

The TSR Plan provides that administrative claims, consisting of
attorneys' fees, a reclamation claim, and a small ad valorem tax
claim, are generally satisfied in full by payments made upon the
effective date of confirmation, which is 30 days after entry of an
order confirming the TSR Plan.  An additional $2,000 per month is
projected to be paid to TSR's counsel, Mr. Bass, for a 12-month
period post-confirmation.

The TSR Plan further provides that (1) the claim of secured
creditor First Bank and Trust will be paid with interest at 5.25%
for seven years and 84 monthly payments of $6,881.68; (2) Custom
Food Group, LLC's $921,754.91 unsecured claim will be paid in full
with 5% interest per annum; (3) the 33.3% stock interests of
Wilson, Rogers, and Harris will be reduced to 20% each under the
TSR Plan based on the contribution of capital and equipment made
by a new equity participant, David Hilliard, in return for a 40%
interest in the company; and (4) the other unsecured creditors --
other than CFG -- are paid in full but without a balloon payment.

The Wilson Plan is dependent on the TSR Plan.  The TSR Plan
provides that Rodney Wilson will be paid an annual salary of
$85,000 and Donna Wilson an annual salary of $15,000.  The Wilson
Plan simply provides that the Wilsons will pay or continue to
service their personal expenses with the Internal Revenue Service,
Lubbock Central Appraisal District, Santander -- which financed
their cars, and Wells Fargo Mortgage -- which has the mortgage on
their home. The Wilson Plan states that total unsecured creditors
are in the approximate amount of $983,137.73, which includes an
approximately $910,000 estimated claim amount for CFG.  CFG's
claim against the Wilsons personally derives from the same
judgment referenced in the TSR Plan.  Under their Plan, the
Wilsons will dedicate their "net projected disposable income" to
the unsecured class, Class 5 under their plan, and distributions
will be made through a disbursing agent on a pro rata basis.

Rodney Wilson is a guarantor of the TSR debt to First Bank, and
the Wilson Plan recognizes that.  The Wilson Plan classifies First
Bank under Class 7 of the Plan, and provide that as long as TSR,
the primary borrower, is servicing the First Bank loan, they will
not make any payments to First Bank.  When and if TSR defaults on
the loan, they will pay 1% of the balance owing on the note over a
5-year period at zero interest.

The Wilsons themselves, as owners of their assets, constitute
Class 8 under the Wilson Plan. Their Plan allows them to retain
all of their property.  Moreover, the budget for the Wilsons under
the Plan projects to a payout of just over $41,000 against
unsecured claims, 94% of which will be allocated to CFG.

CFG raised objections to both plans.  It argued that the Wilson
Plan failed to comply with the absolute priority rule in that the
Plan does not provide for payment in full at the time of
confirmation of all unsecured creditors, particularly CFG.
Section 1129(b)(2)(B)(ii) of the Bankruptcy Code provides that the
holder of any claim that is junior to the claims of creditors in
the class of unsecured creditors may not retain any property.  For
an individual debtor, this means such individual cannot retain
estate property.

Whereas the Bankruptcy Court noted that the TSR Plan to satisfy
all the confirmation requirements, it found the Wilson Plan to
fail in satisfying the absolute priority rule.  Accordingly, Judge
Jones denied confirmation of the Wilson Plan.


TEXLA HOTELS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: TexLa Hotels, LLC
        5719 Highway 6
        Missouri City, TX 77459

Bankruptcy Case No.: 13-32005

Chapter 11 Petition Date: April 2, 2013

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Charles Shelton Anderson, Esq.
                  ANDERSON AND ASSOCIATES
                  723 Main Street, Suite 316
                  Houston, TX 77002
                  Tel: (713) 900-2479
                  Fax: (713) 224-6812
                  E-mail: charles@andersonlawassoc.com

Estimated Assets: $50,001 to $100,000

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

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

The petition was signed by Jagdish C. Patel, managing member.


THQ INC: Court Approves $245,000 Plan to Retain 9 Key Employees
---------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized THQ Inc. and its debtor affiliates
to implement a second non-insider key employee retention plan.

The Second KERP is designed for nine key non-insider employees and
consultants to stem the loss of historical and systematic
knowledge and aid the Debtors' efforts to liquidate certain
remaining assets, transition to a confirmed plan of liquidation,
and maximize the recovery for creditors.  An aggregate amount of
$245,000 will be made available for bonus payments to the Key
Employees; provided, that each Key Employee will only receive the
bonus payments if that Employee continues working for THQI through
a pre-defined date or sooner, if the Debtors no longer need their
services.

                          About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January.  Some of the assets didn't sell,
including properties the company said could be worth about $29
million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


THQ INC: Governmental Bar Date on June 17
-----------------------------------------
THQ Inc. and its debtor affiliates filed a notice with the U.S.
Bankruptcy Court for the District of Delaware establishing:

   (a) April 8, 2013 at 5:00 p.m. (Pacific Time) as the deadline
       for each person or entity, other than governmental units,
       to file proofs of claim based on prepetition claims against
       the Debtors; and

   (b) June 17, 2013 at 5:00 p.m. (Pacific Time) as the deadline
       for governmental units to file Proofs of Claim against the
       Debtors.

                          About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January.  Some of the assets didn't sell,
including properties the company said could be worth about $29
million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


THQ INC: Seeks to Hire IP Counsel, Real Estate Broker
-----------------------------------------------------
THQ Inc. and its debtor affiliates seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ:

   (a) Edwards Wildman Palmer, LLP (Contact: David L. Anderson,
       Esq. -- danderson@edwardswildman.com) as special
       intellectual property and contracts counsel, to be paid
       according to the firm's hourly rates and reimbursed for any
       necessary out-of-pocket expenses; and

   (b) Studley, Inc. (Contact: Mark Sullivan) as their real estate
       broker to receive a commission of 7% of the gross sale
       price of the Debtor's real property located in Phoenix,
       Arizona; provided that in the event the property is
       acquired by Vert Capital, then the commission will be
       3-1/2% of the gross sale price.

The firms assure the Court that they are disinterested persons as
the term is defined in the Bankruptcy Code and do not represent
any interest adverse to the Debtors and their estates.

                          About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January.  Some of the assets didn't sell,
including properties the company said could be worth about $29
million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


TOWER INTERNATIONAL: S&P Revises Outlook to Pos. & Affirms B+ CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Michigan-based auto supplier Tower International Inc.
to positive from stable.  S&P affirmed all the ratings on the
company, including the 'B+' corporate credit rating.  S&P is
assigning 'B+' issue-level and '4' recovery ratings to the new
senior secured term loan, indicating S&P's expectation that
debtholders would realize average (30% to 50%) recovery in the
event of a default.

The ratings on Tower reflect Standard & Poor's opinion of the
company's "weak" business risk profile, incorporating the
cyclical, highly competitive industry in which it operates, and
"aggressive" financial risk, reflecting a material level of debt
leverage and negative free cash flow generation over the past two
years.

"The company's weak business risk profile incorporates our
expectations for Tower's 2013 sales to be up modestly versus 2012
sales," said Standard & Poor's credit analyst Lawrence Orlowski.
While S&P sees overall global demand for autos increasing in 2013,
sales by region present a mixed picture.  In the company's largest
geographical markets, S&P forecasts light vehicle production to be
up 3% in North America in 2013 but down about 8% in Western
Europe.  The projected weakness in Europe in 2013 stems in part
from the ongoing consumer uncertainty.  On the other hand,
important factors supporting long-term auto industry growth
include the need to replace aging vehicles, the effect of relaxed
monetary and fiscal policies in spurring economic demand, and
strong emerging market sales.

The company's aggressive financial risk profile reflects debt
leverage of 3.3x and negative free operating cash flow as of
Dec. 31, 2012.  However, S&P believes the company's credit
measures will continue improve during 2013 and could support a
higher rating over the next 12 months.  Therefore, S&P expects
adjusted EBITDA margins to be higher than 10% for 2013, adjusted
debt to EBITDA to be less than 3.5x because of rising EBITDA
margins, and free operating cash flow to debt to approach the mid-
single digits in early 2014.  S&P's adjustments to debt include
adding the present value of operating leases and underfunded
postretirement benefit obligations.

Tower supplies body structure stampings, frame and chassis
structures, and complex welded assemblies for passenger cars,
crossover vehicles, pickups, and SUVs.  The company operates in a
fiercely competitive industry marked by cyclical demand, capital
intensity, and pricing pressures.  Tower competes with many of its
major customers, the auto original equipment manufacturers (OEMs).
OEMs perform an estimated 60% of stampings internally; external
suppliers, such as Tower, account for the remaining production.
Although OEM customers depend on external suppliers, the OEMs can
take business in-house, especially when demand for new vehicles
slows.  Moreover, Tower competes with major global suppliers,
including Magna International Inc., Gestamp Automocion, Martinrea
International Inc., Gruppo Magnetto, Benteler Automotive Corp.,
and Sungwoo Automotive Co. Ltd., as well as hundreds of midsize
and small regional competitors.

"Our rating outlook on Tower is positive.  We believe there is at
least a one-third probability that an improving financial risk
profile could support a higher rating over the next year.  To
raise the corporate credit rating, we would expect to see debt to
EBITDA at or less than 3.5x on a sustainable basis.  Moreover, we
would expect the company to generate a ratio of free operating
cash flow to adjusted debt of at least 5% on a sustained basis.
In addition, for a higher rating, we would evaluate the potential
of Cerberus, the controlling equity sponsor, to pursue a
refinancing that increases the company's leverage, whether to fund
acquisitions or special dividends.  Even if a company has a
financial sponsor, we could revise its financial risk profile
to "significant" if other stakeholders have a material stake in
the company, we expect the sponsor will relinquish control in the
medium term, leverage will remain at a level consistent with a
significant financial risk profile, and liquidity remains
adequate", S&P said.

S&P could revise the outlook to stable if global vehicle demand
began to decline again, thereby weakening the ability of the
company to generate solid free operating cash flow or pushing its
leverage above 4x.  This could occur if, for instance, revenue
decreased 15% in 2013 and the gross margin fell below 8%.


TRANS ENERGY: Delays Form 10-K for 2012 for Audit
-------------------------------------------------
Trans Energy, Inc., has not finalized its financial statements for
the fiscal year ended Dec. 31, 2012, nor has the Company's
certifying auditors had the opportunity to complete their audit of
the financial statements to be included in the Form 10-K.

Accordingly, the Company cannot complete and file its Form 10-K
annual report by the due date, but expects its financial
statements and audit will be completed and the Form 10-K finalized
in order to file the report within the prescribed extension
period.

                        About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $73.78
million in total assets, $50.52 million in total liabilities and
$23.26 million in total stockholders' equity.


TRANSWEST HILTON: Lender Awarded $307MM Judgment in Guaranty Suit
-----------------------------------------------------------------
Arizona District Judge Cindy K. Jorgenson awarded lender JPMCC
2007-C1 Grasslawn Lodging, LLC, a total of $307,173,991 in
damages, plus accrued interest, late fees and other chargeable
fees and costs, against Randal G. Dix, the guarantor under a
$209,000,000 loan extended by JP Morgan Chase Bank, N.A., in 2007
to Transwest Hilton Head Property, LLC and Transwest Tucson
Property, LLC.

The Transwest entities used the loan proceeds to acquire two
hotels.  The Transwest entities filed for Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 10-_____) on Nov. 17, 2010.

The lawsuit is, JPMCC 2007-C1 Grasslawn Lodging, LLC, Plaintiff,
v. Randal G. Dix, an unmarried individual; Michael J. Hanson and
Christine Hanson, as husband and wife, Defendants, No. CV-11-
00017-TUC-CKJ (D. Ariz.).  The Hansons were later dismissed from
the case.  A copy of the District Court's April 1, 2013 Order is
available at http://is.gd/uARaFHfrom Leagle.com.


TRAVELPORT HOLDINGS: Holders May Tender Their Notes Till April 10
-----------------------------------------------------------------
Travelport Limited and Travelport LLC, an indirect subsidiary of
the Company, announced that on March 27, 2013, they have met the
minimum conditions with respect to the exchange offers and consent
solicitations for the Company's outstanding 9 7/8% Senior Dollar
Fixed Rate Notes due 2014, Senior Dollar Floating Rate Notes due
2014 and Senior Euro Floating Rate Notes due 2014.  The early
tender time with respect to the 2014 Senior Notes occurred at 5:00
p.m., New York City time, on March 27, 2013.  The Company and the
Issuer have elected to allow any remaining holder of 2014 Senior
Notes that validly tenders in the exchange offers and consent
solicitations with respect to the 2014 Senior Notes at or prior to
the expiration time 11:59 p.m., New York City time, on April 10,
2013, unless further extended, to continue to receive the Total
Consideration rather than the Exchange Consideration for those
2014 Senior Notes.

The Company, the Issuer and the Company's parent companies
previously announced on March 25, 2013, that they had met the
respective minimum conditions for:

   (i) the exchange offers and consent solicitations with respect
       to the Issuer's 9% Senior Notes due 2016 and the Issuer's
       Series B Second Priority Senior Secured Notes due 2016;

  (ii) the consent solicitation with respect to the Issuer's 11
       7/8% Senior Dollar Subordinated Notes due 2016 and 10 7/8%
       Senior Euro Subordinated Notes due 2016; and

(iii) the exchange and cancellation offers with respect to
       Travelport Holdings Limited's Tranche A unsecured payment-
       in-kind loans due Dec. 1, 2016, under the Amended and
       Restated Credit Agreement, dated as of Oct. 3, 2011.

The Company and the Issuer have also elected to extend the
expiration time for the consent solicitation with respect to the
Senior Subordinated Notes from 5:00 p.m., New York City time, on
March 27, 2013, to 5:00 p.m., New York City time, on April 10,
2013, for any remaining holder of Senior Subordinated Notes who
wishes to deliver consents and receive the consent payment.

The expiration time for the exchange offers and consent
solicitations for the Senior Notes and the Second Lien Notes will
be 11:59 p.m. New York City time, on April 10, 2013, unless
further extended.

In connection with meeting the minimum condition for the exchange
offer and consent solicitation for the 2014 Senior Notes, the
Issuer agreed to pay an additional fee to Credit Suisse Securities
(USA) LLC.

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

                         http://is.gd/Gq1u0a

                      About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

Travelport Limited incurred a net loss of $236 million in 2012, as
compared with net income of $172 million in 2011. The Company's
balance sheet at Dec. 31, 2012, showed $3.15 billion in total
assets, $4.36 billion in total liabilities and a $1.20
billion total deficit.

                          *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.

In May 2012, Moody's Investors Service affirmed the Caa1 corporate
family rating (CFR) and probability of default rating (PDR) of
Travelport LLC.


TRIDENT MICROSYSTEMS: Suspending Filing of Reports with SEC
-----------------------------------------------------------
Trident Microsystems, Inc., filed a Form 15 with the U.S.
Securities and Exchange Commission to voluntarily terminate the
registration of its common stock pursuant to Section 12(g) of the
Securities Exchange Act of 1934.  As of March 26, 2013, there was
no holder of the Company's common shares.  As a result of the Form
15 filing, the Company is suspending its obligations to file
reports with the SEC.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.

Pachulski Stang Ziehl & Jones LLP represents the Official
Committee of Unsecured Creditors.  The Committee tapped to retain
Fenwick & West LLP as its special tax and claims counsel, Imperial
Capital, LLC, as its investment banker and financial advisor.

Dewey & LeBoeuf initially represented the statutory committee of
equity security holders.  After Dewey's own bankruptcy filing,
Proskauer Rose LLP took over as lead counsel.  The equity
committee also has tapped Campbells as Cayman Islands counsel, and
Quinn Emanuel Urquhart & Sullivan, LLP as conflicts counsel.

As of Sept. 30, 2012, the Debtor had total assets of
$274.34 million, total liabilities of $37.34 million and total
stockholders' equity of $237 million.

The Debtors disclosed on on Dec. 13, 2012, that their Modified
Second Amended Joint Plan of Liquidation under Chapter 11 of the
Bankruptcy Code was confirmed by the Bankruptcy Court.  The
Debtors fixed Dec. 19, 2012, as the Effective Date of the Plan.


UNIVERSAL SOLAR: Incurs $5.6 Million Net Loss in 2012
-----------------------------------------------------
Universal Solar Technology, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $5.66 million on $649,616 of sales for the year
ended Dec. 31, 2012, as compared with a net loss of $2.70 million
on $3.28 million of sales during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $6.37 million
in total assets, $15.56 million in total liabilities and a $9.19
million total stockholders' deficiency.

Paritz & Company, P.A., in Hackensack, New Jersey, 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 not generated cash from its operation, has
stockholders' deficiency of $9,191,918 and has incurred net loss
of $9,887,181 since inception.  These circumstances, among others,
raise substantial doubt about the Company's ability to continue as
a going concern.

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

                         http://is.gd/2VJQAb

                        About Universal Solar

Headquartered in Zhuhai City, Guangdong Province, in the People's
Republic of China, Universal Solar Technology, Inc., was
incorporated in the State of Nevada on July 24, 2007.  It operates
through its wholly owned subsidiary, Kuong U Science & Technology
(Group) Ltd., a company incorporated in Macau, the People's
Republic of China on May 10, 2007, and its subsidiary, Nanyang
Universal Solar Technology Co., Ltd., a wholly foreign owned
enterprise registered on Sept. 8, 2008 under the wholly foreign-
owned enterprises laws of the PRC.

The Company primarily manufactures, markets and sells silicon
wafers to manufacturers of solar cells.  In addition, the Company
manufactures photovoltaic modules with solar cells purchased from
third parties.


VERTIS HOLDINGS: Can Use Morgan Stanley Cash Coll Until May 15
-------------------------------------------------------------
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware gave Vertis Holdings, Inc., et al., to use
the collateral securing their prepetition indebtedness from a
group of term loan lenders led by Morgan Stanley Senior Funding,
Inc., as administrative agent, and Morgan Stanley & Co.
Incorporated, as collateral agent.

The Prepetition Term Loan Lenders made loans to or for the benefit
of Vertis in an aggregate principal amount of approximately $425
million.  All obligations of the Debtors arising under the
Prepetition Term Loan Facility are secured by first priority liens
on substantially all of the Debtors' assets.

The Cash Collateral will be used to fund the transition operations
of the Debtors on a day-to-day basis, and ultimately fund the
winding down of their estates.  The Cash Collateral will be used
in accordance with a two-week budget.

The Prepetition Term Loan Lenders will be granted adequate
protection in the form of a wind-down reserve in an amount not
less than $20 million, replacement liens, and superpriority
claims, subject to a carve-out that includes, among others,
payment to professionals in an amount not exceeding $250,000.
Specifically, the adequate protection will come in the form of a
wind-down reserve in an amount not less than $20 million.

The Debtors' right to use the Morgan Stanley Cash Collateral will
terminate on the earliest to occur of (i) May 15, 2013; (ii) the
date that the Cash Collateral Order ceases to be in full force;
(iii) the effective date of a plan of reorganization or plan of
liquidation confirmed in the Debtors' Chapter 11 cases; and (iv)
the date upon which certain events of default will have occurred
and be continuing.

A full-text copy of the Cash Collateral Order with the Two-Week
Budget is available for free at:

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

                           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.


VERTIS HOLDINGS: Can Hire Gowlings to Wind-Down Canadian Unit
-------------------------------------------------------------
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware authorized Vertis Holdings, Inc., et al., to
employ Gowling Lafleur Henderson LLP as its Canadian counsel to
assist them in the winding down of their operations in Canada,
specifically their facility in Stevensville, Ontario.

Gowlings will also assist the Debtors in commencing ancillary
proceedings in Canada to ask the Ontario Superior Court of Justice
to recognize their Chapter 11 cases as "foreign main proceeding"
under applicable provisions of the Companies' Creditors
Arrangement Act.

                           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.


VHGI HOLDINGS: Delays Annual Report for 2012
--------------------------------------------
VHGI Holdings, Inc., was unable to file, without unreasonable
effort and expense, its annual report on Form 10-K for the year
ended Dec. 31, 2012, because management requires additional time
to compile and verify the data required to be included in the
report.  It is anticipated that the Company's Annual Report will
be filed on or before the 15th calendar day following the
prescribed due date.

                         About VHGI Holdings

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from these business segments: (a) precious
metals (b) oil and gas (c) coal and (d) medical technology.

In a report on the Company's consolidated financial statements for
the year ended Dec. 31, 2011, Pritchett, Siler & Hardy, P.C., in
Salt Lake City, Utah, expressed substantial doubt about VHGI
Holdings' ability to continue as a going concern.  The independent
auditors noted that the Company has incurred substantial losses
and has a working capital deficit.

The Company reported a net loss of $5.43 million in 2011, compared
with a net loss of $1.67 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $49.07
million in total assets, $54.61 million in total liabilities and a
$5.53 million total stockholders' deficit.

"The Company has current liabilities in excess of current assets
and has incurred losses since inception.  The Company has had
limited operations and has not been able to develop an ongoing,
reliable source of revenue to fund its existence.  The Company's
day-to-day expenses have been covered by proceeds obtained, and
services paid by, the issuance of stock and notes payable.  The
adverse effect on the Company's results of operations due to its
lack of capital resources can be expected to continue until such
time as the Company is able to generate additional capital from
other sources.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern."


VICTORY ENERGY: Delays Form 10-K for 2012 for Restatements
----------------------------------------------------------
Victory Energy Corporation's annual report on Form 10-K for the
year ended Dec. 31, 2012, cannot be filed within the prescribed
time.

The Company is assessing the amount of non-controlling interest
that should be separately stated on the face of the Company's
financial statements and will restate its consolidated financial
statements for the impacted periods in its Annual Report on Form
10-K for the fiscal year ended Dec. 31, 2012.  The Company
estimates that its total consolidated assets, liabilities, and
shareholders' equity will not change; however the non-controlling
interest in Aurora will be separately identified in the
shareholders' equity section of the financial statements.  As a
result of this restatement, the Company estimates that its net
loss per share will improve by the effect of the non-controlling
interest in the loss of Aurora.

Due to the time and effort required on the part of the Company and
its management to restate its consolidated financial statements,
including the time required to obtain and to compile the business
and financial data necessary to complete the restatement, the
Company is unable to complete and file the Annual Report by the
prescribed date without unreasonable effort or expense.  The
Company fully expects to file the Annual Report on or before the
fifteenth calendar day following the prescribed due date.

The Company has determined, based on the conclusion reached by the
Audit Committee of the Company's Board of Directors that the
financial statements included in its Annual Report on Form 10-K
for the year ended Dec. 31, 2011, and its Quarterly Reports for
each of the quarters ended March 31, 2012, June 30, 2012 and
Sept. 31, 2012, should no longer be relied upon.  As a result of
this determination, the Company will restate its consolidated
financial statements for the impacted periods in the Annual
Report.

Victory Energy owns all of its properties and conducts all of its
operations through Aurora Energy Partners, a general partnership.
The Company owns a 50% interest in Aurora and is the managing
partner of Aurora.  The remaining 50% interest in Aurora is owned
by The Navitus Energy Group, a general partnership.

                       About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, WilsonMorgan LLP, in Irvine, California,
expressed substantial doubt about Victory Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has experienced recurring losses since inception and
has an accumulated deficit.

The Company reported a net loss of $3.95 million on $305,180 of
revenues for 2011, compared with a net loss of $432,713 on
$385,889 of revenues for 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$1.69 million in total assets, $259,886 in total liabilities and
$1.43 million in total stockholders' equity.


VISCOUNT SYSTEMS: Incurs C$2.7 Million Net Loss in 2012
-------------------------------------------------------
Viscount Systems, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss and comprehensive loss of C$2.67 million on C$3.60
million of sales for the year ended Dec. 31, 2012, as compared
with a net loss and comprehensive loss of C$2.95 million on C$3.47
million of sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed C$1.43
million in total assets, C$3.94 million in total liabilities and a
C$2.50 million total stockholders' deficit.

Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada,
issued a "going concern" qualification on the Company's
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has an
accumulated deficit of $8,590,355 and reported a loss of
$2,679,186 for the year ended Dec. 31, 2012, raising substantial
doubt about the Company's ability to continue as a going concern.

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

                         http://is.gd/lNuqrG

                       About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.


VUZIX CORP: Has $800,000 Private Placement Financing
----------------------------------------------------
Vuzix Corporation entered into definitive documents for the sale
of a $800,000 16% Senior Secured Convertible Debenture, in a
private placement transaction, pursuant to the terms of a
securities purchase agreement with Hillair Capital Investments
L.P.  Repayment of the original principal amount of the Debenture
is due as follows: $200,000 on each of Feb. 1, 2014, May 1, 2014,
and Aug. 1, 2014, and $50,000 on each of Aug. 1, 2015, Aug. 1,
2016, Aug. 1, 2017, and March 21, 2018.  The Debenture has a
maturity date of March 21, 2018.  The Debenture is convertible
into common stock at an initial conversion price of $4.29 per
share, subject to adjustment, and is secured by all the present
and future assets of the Company and its subsidiaries pursuant to
a security agreement, pledge agreement and subsidiary guaranty.
In addition, the Company also agreed to issue a warrant to Hillair
to purchase up to 186,480 shares of the Company's common stock.
The warrants have an exercise price of $4.72 per share and are
exercisable from the date of issuance until March 21, 2018.  The
closing of the transaction was subject to approval of the TSX
Venture Exchange, which was received on March 25, 2013, and
satisfaction of customary closing conditions.

Paul Travers, chief executive officer of Vuzix, said that, "As we
prepare to launch our new M100 Smart Glasses this financing will
allow us to continue with the final development and
commercialization of the M100 for its planned summer introduction.
The balance of the proceeds will be used for general working
capital purposes and final preparatory work for our proposed
secondary public offering."

Further details of the private placement financing is available
for free at http://is.gd/Auj0nu

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

Vuzix reported net income of $322,840 in 2012, as compared with a
net loss of $3.87 million in 2011.  The Company's balance sheet at
Dec. 31, 2012, showed $2.42 million in total assets, $8.63 million
in total liabilities, and a $6.20 million total stockholders'
deficit.

EFP Rotenberg, LLP, in Rochester, New York, 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 incurred substantial losses from operations
in recent years.  In addition, the Company is dependent on its
various debt and compensation agreements to fund its working
capital needs.  The Company was not in compliance with its
financial covenants under a senior secured debt holder and had
other debts past due in some cases.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

"We have engaged an investment banking firm to assist us with
respect to a planned public stock offering of up to $15,000,000.
Our future viability is dependent on our ability to execute these
plans successfully.  If we fail to do so for any reason, we would
not have adequate liquidity to fund our operations, would not be
able to continue as a going concern and could be forced to seek
relief through a filing under U.S. Bankruptcy Code."


WESTINGHOUSE SOLAR: Incurs $8.6 Million Net Loss in 2012
--------------------------------------------------------
Westinghouse Solar, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $8.62 million on $5.22 million of net revenue in 2012,
as compared with a net loss of $4.63 million on $11.42 million of
net revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $3.80 million
in total assets, $5.20 million in total liabilities, $983,747 in
series C convertible redeemable preferred stock, and a $2.38
million total stockholders' deficit.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing significant
operating losses and negative cash flow from operations that raise
substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/aP3VP9

                         About Westinghouse

Campbell, Calif.-based Westinghouse Solar, Inc., is a designer and
manufacturer of solar power systems and solar panels with
integrated microinverters.  The Company designs, markets and sells
these solar power systems to solar installers, trade workers and
do-it-yourself customers in the United States and Canada through
distribution partnerships, the Company's dealer network and retail
outlets.


WOOTON GROUP: Disclosure Statement Hearing Set for May 1
--------------------------------------------------------
Wooton Group, LLC; Investors Warranty of America, Inc., the first
priority lienholder on the Debtor's rental property located at
2945 S. Angus Road, in Fresno, California, and first priority
lienholder on the Debtor's rental property located at 3001 Navone
Road, in Stockton, California; and Citizens Business Bank, the
second priority lienholder on the Navone Property agreed to
continue the hearing on the disclosure statement explaining the
Debtor's Plan of Reorganization to May 1, 2013, at 10:00 a.m.

The continuation of the Disclosure Statement hearing will allow
the parties to continue their discussions regarding the possible
settlement of all claims and Plan issues, through a voluntary
mediation process.  Mediation between the parties was scheduled
for March 25, with mediator Leslie Cohen.  The parties believe
that continuation of the hearing will facilitate the settlement
process and allow the parties to focus their time and efforts on
the mediation process, rather than the individual disputes amongst
the parties.

Also continued on the May 1 hearing schedule are the hearings on
the Motion for Authority to Use Cash Collateral, Motion for an
Order Disallowing Portions of the Proof of Claim No. Four of
Investors Warranty of America, Motion for an Order Disallowing
Portions of the Proof of Claim No. Three of Citizens Business
Bank.

Objections to the Disclosure Statement, the Cash Collateral
Motion, and the Motions to Disallow are due April 17.  The
Debtor's reply is due by April 24.

The Debtor is authorized to continue use of cash collateral in
accordance with the terms and conditions of the November 21, 2012
Cash Collateral Order.  Notwithstanding the foregoing, the Debtor
is not permitted to use surplus cash collateral from the Navone
Property to make adequate protection payments to Investors on its
claim secured by the Angus Property.

                        About Wooton Group

Beverly Hills, California-based Wooton Group LLC owns properties
in Stockton and Fresno, California.  Wooton Group filed a bare-
bones Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-31323)
in Los Angeles on June 19, 2012.  The Debtor estimated assets of
up to $50 million and liabilities of up to $10 million.  The Law
Office of M. Jonathan Hayes, in Northridge, serves as counsel.


WOUND MANAGEMENT: Pays $16,000 for Delinquent Tax to IRS
--------------------------------------------------------
Wound Management Technologies, Inc., made a payment in the amount
of $16,000 pursuant to an Offer in Compromise accepted by the
Internal Revenue Service on Feb. 21, 2013.  The Payment was made
as a final settlement of the Company's obligations in connection
with delinquent payment of 2004?2005 tax liabilities.  The Payment
settled a remaining obligation of approximately $208,142 related
to fees and interest, and the settlement is conditioned upon the
Company's filing and payment of all required taxes for the next
five years.

                      About Wound Management

Fort Worth, Texas-based Wound Management Technologies, Inc.,
markets and sells the patented CellerateRX(R) product in the
expanding advanced wound care market; particularly with respect to
diabetic wound applications.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, expressed
substantial doubt about Wound Management'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 incurred substantial losses and has a working capital
deficit.

The Company's balance sheet at Sept. 30, 2012, showed $2.76
million in total assets, $6.36 million in total liabilities and a
$3.60 million deficit.


ZOGENIX INC: Extends Co-Marketing Agreement with Battelle to 2014
-----------------------------------------------------------------
Zogenix, Inc., and Battelle Memorial Institute entered into an
amendment to the Co-Marketing and Option Agreement dated March 29,
2012, by and between the Company and Battelle.  Under the
Agreement, Battelle has the exclusive right to co-market Zogenix's
DosePro(R) drug delivery technology to a specified list of
Battelle's pharmaceutical clients.

Under the Amendment, the term of the Agreement was extended
through March 29, 2014, unless otherwise terminated by the
parties.  Either party may terminate upon insolvency or bankruptcy
of the other party, upon written notice of a material uncured
breach by the other party or if the parties mutually agree to
terminate the Agreement in writing.

                    Sales Agreement with Cantor

On March 27, 2013, Zogenix entered into a Controlled Equity
OfferingSM Sales Agreement with Cantor Fitzgerald & Co., as sales
agent, under which the Company may, from time to time, sell shares
of its common stock, par value $0.001 per share, having an
aggregate offering price of up to $25 million through Cantor.

Upon delivery of a placement notice and subject to the terms and
conditions of the Agreement, Cantor may sell the Shares by methods
deemed to be an "at-the-market" offering as defined in Rule 415
promulgated under the Securities Act of 1933, as amended,
including sales made directly on the Nasdaq Global Market, on any
other existing trading market for the common stock or to or
through a market maker.  In addition, Cantor may sell the common
stock by any other method permitted by law, including in privately
negotiated transactions.  Subject to the terms and conditions of
the Agreement, Cantor will use commercially reasonable efforts,
consistent with its normal trading and sales practices and
applicable state and federal laws, rules and regulations and the
rules of the Nasdaq Global Market, to sell the Shares from time to
time, based upon the Company's instructions.

The Company is not obligated to, and the Company cannot provide
any assurances that it will, make any sales of the Shares under
the Agreement.  The Agreement will terminate upon the earlier of
(i) sale of the Shares under the Agreement having an aggregate
offering price of $25 million and (ii) the termination of the
Agreement as permitted therein.  The Agreement may be terminated
by Cantor or the Company at any time upon 10 days notice to the
other party, or by Cantor at any time in certain circumstances,
including the occurrence of a material adverse change in the
Company.

The Company will pay Cantor a commission of 3.0% of the gross
sales price per share sold and has agreed to provide Cantor with
customary indemnification and contribution rights.  The Company
has also agreed to reimburse Cantor for certain specified
expenses, including the fees and disbursements of its legal
counsel, in an amount not to exceed $50,000.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix incurred a net loss of $47.38 million in 2012, as compared
with a net loss of $83.90 million in 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $80.68 million in total assets,
$66.21 million in total liabilities and $14.47 million in total
stockholders' equity.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and lack of sufficient working capital which raise
substantial doubt about the Company's ability to continue as a
going concern.


* Fitch Says More Banks Facing Anti-Money Laundering Scrutiny
-------------------------------------------------------------
U.S. banking regulators have taken action on a number of highly
visible violations of the Bank Secrecy Act (BSA), anti-money
laundering (AML) laws, and the USA PATRIOT Act over the last few
months, which points to the growing costs of BSA/AML compliance
and increasing risks of potentially material fines, according to
Fitch.

The BSA is the key piece of legislation in the U.S. governing
banks' potential involvement with customers engaged in money-
laundering activities. The law requires financial institutions to
assist federal agencies in the detection and prevention of money
laundering. The Fed, along with the OCC and FDIC, has recently
increased the visibility of regulatory actions against banks in
connection with enforcement of the BSA. These actions have not
been confined to the largest banks, but a series of actions
related to multinational institutions have received considerable
public attention, and banks have been more forthcoming in
identifying AML compliance costs as an issue in their filings.

Citigroup, which must comply with a Fed consent order on AML
procedures issued in March, has noted that its extensive
activities in emerging markets expose it to greater AML scrutiny
by U.S. agencies, driving a need for big investments in compliance
infrastructure. The Fed noted in its consent order that the
Citigroup holding company lacked sufficient internal controls to
ensure compliance with AML regulations.

The real costs of AML and BSA compliance for U.S. and foreign
banks are becoming clearer in the wake of fines levied against
HSBC ($1.9 billion) and Standard Chartered ($667 million) in
recent months. Neither Citi nor JPM have as yet been fined in
connection with AML compliance shortcomings. In HSBC's case, the
bank was penalized approximately two years after the issuance of
the OCC's cease and desist order. In addition to these fines,
ongoing compliance costs will stem from investments in procedures,
staff, and infrastructure; reporting requirements; facilitation of
regulatory on-site monitoring; and compliance with remediation
programs.

HSBC indicated that its U.S. compliance costs rose significantly
last year. Management has noted that the biggest driver of the
change has been the bank's investment in AML/BSA compliance
infrastructure, along with actions to address the regulatory
consent orders relating to foreclosure activities. Citi and JPM
also highlighted required AML compliance investments as a likely
driver of higher costs in 2013.

In addition to the banking regulators, Congress has taken a
leading role in identifying potential AML compliance lapses. This
was evident in the Senate's Permanent Subcommittee on
Investigations' hearing on money laundering, drugs, and terrorist
financing in 3Q12. We expect a continuation of congressional
involvement in the medium term.

For customers of affected banks, tougher AML scrutiny will likely
lead to longer transaction times, increased documentation
requirements, and potentially higher fees. After 9/11, regulatory
agencies have scrutinized possible AML activity among midsized
banks with sizable overseas customer bases (e.g. Miami-based banks
serving Latin American customers), and additional regulatory
compliance may drive operating costs higher. It is conceivable
that the increased costs of doing business with international
customers could push some banks out of certain global businesses.

Outside the U.S., Swiss private banks in particular are feeling
the pressure from AML/BSA regulation. For these companies, the
benefits of dealing with U.S. customers are increasingly
outweighed by the costs. The recent case of Wegelin & Co.
Privatbankiers illustrates this most prominently, having
culminated in the bank's closure after it pleaded guilty to
helping U.S. citizens evade paying taxes and $74 million in fines
and restitutions.

AML/BSA compliance costs are significant but have been manageable
to date for large banks such as HSBC, Citi, and JPM. Compliance
costs are larger on a size-adjusted basis and potentially material
for some smaller banks on a credit quality perspective. We expect
that these and the growing burden of regulatory costs, such as the
Dodd-Frank Act and Basel III, will continue to weigh on overall
bank profitability over the near-to-medium term


* Fitch Reports Weaker Demand in U.S. Regional Gaming
-----------------------------------------------------
Fitch Ratings says demand in U.S. lodging and Macau gaming has
been stronger so far this year versus its previous expectations,
while U.S. regional gaming has been weaker.

Same-store gaming revenues are down approximately 10% year to date
through February for states that have already reported (all major
ones except Nevada), highlighting that 2013 is off to a rough
start for regional gaming operators. Revenue is down approximately
4% including new openings, principally in Ohio and Maryland. The
sunset of the 2% payroll tax break, higher gas prices, and tougher
comparisons to 2012 (the winter was milder and February had one
extra day) are commonly cited reasons for the steep declines.

"We expect the same-store declines to moderate as the year
progresses to be more in line with our 2013 outlook, which called
for flat to slightly lower same-store regional revenues in 2013.
We now expect same-store revenue declines in the low single-digit
range. Our sovereign analysts project 1.9% U.S. GDP growth for
2013, with improvements in the labor and housing markets
offsetting the negative impact from the sequester. The GDP
forecast for 2013 is more robust at 2.8%. We think regional gaming
trends will track slightly below our GDP forecasts, as regional
markets are becoming increasingly saturated," Fitch says.

"U.S. lodging demand remains strong so far this year, contrasting
the U.S. regional gaming trends. We are increasing our 2013 RevPAR
base case outlook to 5.5% from 4.5%. A benign supply environment
and solid corporate demand has fuelled the relative outperformance
of lodging and resulted in roughly an 8% gain in RevPAR YTD,
driven by rate increases of nearly 5% and occupancy gains of 3%.
Generally, lodging operators are guiding to full-year U.S. RevPAR
growth of 5%-7%, providing ample cushion for demand deterioration
relative to current base case rating levels.

"Our lodging outlook remains conservative due to continued high
(albeit slightly improving) unemployment of 7.7% (as of February),
the potential lagging negative impact from the sequester, and our
sovereign team's recent downward revision of its 2013 U.S. GDP
forecast to 1.9% from 2.3%.

"Separately, the rebound in Macau VIP growth picked up in Q412 and
continued in 1Q13 despite the partial smoking ban in the market
that was implemented at the beginning of this year. Based on VIP
growth of 4%-5% and mass market growth of 20%-25%, we are
increasing our 2013 forecast for total Macau gaming revenue growth
to over 11% up from over 8%. Total market revenues grew 25% in
March and are up nearly 15% for 1Q13.

"Additional information can be found in Fitch's gaming, lodging,
and leisure (GLL) electronic newsletter. In the newsletter, we
provide brief sector comments, highlight recent/upcoming events,
and offer links/summaries to rating actions and detailed reports."


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                             Total
                                            Share-      Total
                                  Total   Holders'    Working
                                 Assets     Equity    Capital
  Company         Ticker           ($MM)      ($MM)      ($MM)
  -------         ------         ------   --------    -------
ABSOLUTE SOFTWRE  ABT CN          121.1      (13.9)     (11.2)
ACELRX PHARMA     ACRX US          28.2       (0.3)      13.1
ADA-ES INC        ADES US          75.7      (40.1)     (24.1)
AIR CANADA-CL A   AC/A CN       9,060.0   (3,342.0)    (212.0)
AIR CANADA-CL B   AC/B CN       9,060.0   (3,342.0)    (212.0)
AK STEEL HLDG     AKS US        3,903.1      (91.0)     630.3
AMC NETWORKS-A    AMCX US       2,618.9     (882.4)     524.0
AMER AXLE & MFG   AXL US        2,866.0     (120.8)     271.3
AMER RESTAUR-LP   ICTPU US         33.5       (4.0)      (6.2)
AMERISTAR CASINO  ASCA US       2,074.3      (22.3)     (57.4)
AMR CORP          AAMRQ US     23,510.0   (7,987.0)  (2,232.0)
AMYLIN PHARMACEU  AMLN US       1,998.7      (42.4)     263.0
ARRAY BIOPHARMA   ARRY US         128.4      (31.7)      64.0
ARTISAN PARTNERS  APAM US         287.6     (315.5)       -
AUTOZONE INC      AZO US        6,662.2   (1,550.1)  (1,108.4)
BERRY PLASTICS G  BERY US       5,050.0     (313.0)     482.0
CABLEVISION SY-A  CVC US        7,246.2   (5,626.0)    (319.5)
CAESARS ENTERTAI  CZR US       27,998.1     (331.6)     905.3
CAPMARK FINANCIA  CPMK US      20,085.1     (933.1)       -
CENTENNIAL COMM   CYCL US       1,480.9     (925.9)     (52.1)
CHOICE HOTELS     CHH US          510.8     (548.9)      57.3
CIENA CORP        CIEN US       1,885.2      (78.6)     741.2
CINCINNATI BELL   CBB US        2,872.4     (698.2)     (51.9)
COMVERSE INC      CNSI US         823.2      (28.4)     (48.9)
DELTA AIR LI      DAL US       44,550.0   (2,131.0)  (4,998.0)
DENNY'S CORP      DENN US         324.9       (4.5)     (27.2)
DIRECTV           DTV US       20,555.0   (5,031.0)      13.0
DOMINO'S PIZZA    DPZ US          478.2   (1,335.5)      76.8
DUN & BRADSTREET  DNB US        1,991.8   (1,014.3)    (129.3)
DYAX CORP         DYAX US          55.5      (51.6)      24.4
FAIRPOINT COMMUN  FRP US        1,798.0     (220.7)      31.1
FERRELLGAS-LP     FGP US        1,503.0      (42.3)     (22.2)
FIFTH & PACIFIC   FNP US          902.5     (126.9)      36.4
FOREST OIL CORP   FST US        2,201.9      (42.8)    (101.2)
FREESCALE SEMICO  FSL US        3,171.0   (4,531.0)   1,186.0
GENCORP INC       GY US         1,385.2     (379.1)      32.0
GLG PARTNERS INC  GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US        400.0     (285.6)     156.9
GRAHAM PACKAGING  GRM US        2,947.5     (520.8)     298.5
GRAMERCY CAPITAL  GKK US        2,168.8     (251.8)       -
HCA HOLDINGS INC  HCA US       28,075.0   (8,341.0)   1,591.0
HOVNANIAN ENT-A   HOV US        1,580.3     (481.2)     935.2
HUGHES TELEMATIC  HUTCU US        110.2     (101.6)    (113.8)
HUGHES TELEMATIC  HUTC US         110.2     (101.6)    (113.8)
INCYTE CORP       INCY US         330.4     (175.0)     173.4
INFOR US INC      LWSN US       5,846.1     (480.0)    (306.6)
IPCS INC          IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU  JE CN         1,510.8     (273.1)    (287.1)
JUST ENERGY GROU  JE US         1,510.8     (273.1)    (287.1)
L BRANDS INC      LTD US        6,019.0   (1,014.0)     667.0
LEHIGH GAS PARTN  LGP US          303.2      (38.1)     (18.9)
LIN TV CORP-CL A  TVL US        1,241.4      (88.3)    (182.6)
LORILLARD INC     LO US         3,396.0   (1,777.0)   1,176.0
MANNKIND CORP     MNKD US         251.3     (110.7)     (78.0)
MARRIOTT INTL-A   MAR US        6,342.0   (1,285.0)  (1,298.0)
MEDIA GENERAL-A   MEG US          773.4     (176.2)      38.0
MERITOR INC       MTOR US       2,341.0   (1,011.0)     224.0
MERRIMACK PHARMA  MACK US         149.0       (6.4)      89.8
MODEL N INC       MODN US          42.2      (11.1)     (14.5)
MONEYGRAM INTERN  MGI US        5,150.6     (161.4)     (35.5)
MORGANS HOTEL GR  MHGC US         591.2     (137.3)      17.7
NATIONAL CINEMED  NCMI US         810.5     (356.4)     129.6
NAVISTAR INTL     NAV US        8,531.0   (3,309.0)   1,517.0
NPS PHARM INC     NPSP US         151.1      (54.6)     107.5
NYMOX PHARMACEUT  NYMX US           2.1       (7.7)      (1.6)
ODYSSEY MARINE    OMEX US          26.9      (20.8)     (25.2)
ORBITZ WORLDWIDE  OWW US          834.3     (142.7)    (247.7)
ORGANOVO HOLDING  ONVO US           9.0      (27.4)       7.3
PALM INC          PALM US       1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US         280.0      (68.1)     172.5
PHILIP MORRIS IN  PM US        37,670.0   (1,853.0)    (426.0)
PHILIP MRS-BDR    PHMO11B BZ   37,670.0   (1,853.0)    (426.0)
PLAYBOY ENTERP-A  PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US          165.8      (54.4)     (16.9)
PRIMEDIA INC      PRM US          208.0      (91.7)       3.6
PROTECTION ONE    PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US         513.6      (18.4)      77.6
REGAL ENTERTAI-A  RGC US        2,209.5     (698.6)    (129.7)
REGULUS THERAPEU  RGLS US          40.7       (8.5)      21.0
RENAISSANCE LEA   RLRN US          57.0      (28.2)     (31.4)
RESVERLOGIX CORP  RVX CN           14.0      (20.2)      (4.7)
REVLON INC-A      REV US        1,236.6     (649.3)      88.1
RLJ ACQUISITI-UT  RLJAU US          0.0       (0.0)      (0.0)
RURAL/METRO CORP  RURL US         303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US        1,969.9     (157.2)     637.4
SILVER SPRING NE  SSNI US         417.7     (228.8)      43.3
SINCLAIR BROAD-A  SBGI US       2,729.7     (100.1)      (3.2)
TAUBMAN CENTERS   TCO US        3,268.5     (344.9)       -
TESORO LOGISTICS  TLLP US         291.3      (78.5)      50.7
THRESHOLD PHARMA  THLD US          89.5      (13.9)      70.2
TOWN SPORTS INTE  CLUB US         403.9      (55.5)      (7.8)
ULTRA PETROLEUM   UPL US        2,007.3     (577.9)    (388.2)
UNISYS CORP       UIS US        2,420.4   (1,588.7)     482.1
VECTOR GROUP LTD  VGR US        1,086.7      (79.3)     443.9
VERISIGN INC      VRSN US       2,062.5       (9.3)     948.4
VIRGIN MOBILE-A   VM US           307.4     (244.2)    (138.3)
VISKASE COS I     VKSC US         334.7       (3.4)     113.5
WEIGHT WATCHERS   WTW US        1,218.6   (1,665.5)    (229.9)
WEST CORP         WSTC US       3,448.2   (1,249.7)     303.4
WESTMORELAND COA  WLB US          936.1     (286.2)     (11.6)



                            *********

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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