TCR_Public/130411.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, April 11, 2013, Vol. 17, No. 99

                            Headlines

AFFINIA GROUP: Moody's Rates Proposed $250MM Senior Notes 'Caa2'
AIR CANADA: S&P Revises Outlook to Stable & Affirms 'B-' CCR
ALEXZA PHARMA: Ernst & Young Raises Going Concern Doubt
ALIMERA SCIENCES: Incurs $19.7-Mil. Net Loss in 2012
ALLIANT TECHSYSTEMS: S&P Revises Outlook to Stable, Affirms BB CCR

AMBAC FIN'L: May Emerge From Chapter 11 Reorganization in May
AMBAC FIN'L: AAC Can't Compel Discovery in $641MM JPM Suit
AMBAC FIN'L: Reports $143.6MM Net Profit in Fourth Quarter
AMERICAN BIO MEDICA: Incurs $1.1-Mil. Net Loss in 2012
AMPAL-AMERICAN: Michael Luskin Appointed Chapter 11 Trustee

ANV SECURITY: Incurs $8.3-Mil. Net Loss in 2012
APPALACHIAN FUELS: 16 W.Va. Residents' Suits Remanded
ARCAPITA BANK: Disc. Statement Hearing Adjourned Until April 26
ATHLON HOLDINGS: S&P Assigns 'B' CCR & Rates $400MM Notes 'CCC+'
ATLATSA RESOURCES: Unveils Revised Restructure Plan

ATP OIL: Balks at Motion to Compel Remittance of ORRI Proceeds
ATP OIL: Davis and Calypso Wants Stay Modified to Pursue Claims
AUTO CARE MALL: Seeks Dismissal of Chapter 11 Case
AVANTAIR INC: Issues Additional $1.9 Million Convertible Notes
BANBURY METROLOFTS: Court Narrows Suit Against BMO Harris

BANYAN RAIL: DaszkalBolton LLP Raises Going Concern Doubt
BENCHMARK CAPITAL: Foreclosure Buyer's Bid for Stay Relief Denied
BERNARD L. MADOFF: Trustee Appeals to Stop Fairfield Settlement
BIRDSALL SERVICES: State's Bid to Dismiss Bankruptcy Denied
BOSTON BIOMEDICAL: S&P Cuts Long-Term Rating on 1999 Bonds to 'CC'

BROWN MEDICAL: Undergoes Restructuring Following Court Approval
CABLEVISION SYSTEMS: S&P Retains 'BB' Corporate Credit Rating
CAMCO FINANCIAL: Reports $4.2-Mil. Net Income in 2012
CAPMARK FINANCIAL: Goldman Wins Dismissal of $147MM Suit
CARAUSTAR INDUSTRIES: S&P Assigns 'B+' CCR; Outlook Stable

CARL'S PATIO: Files Schedules of Assets & Liabilities
CARL'S PATIO: West Inc. Files Schedules of Assets & Liabilities
CASH STORE: Gets NYSE Listing Non-Compliance Notice
CATALYST PAPER: Reports Net Earnings of C$613.6MM in 2012
CENTRAL EUROPEAN: May 13 Plan Confirmation Hearing Date Set

CENTRAL FLORIDA: Voluntary Chapter 11 Case Summary
CENTRIC HEALTH: S&P Assigns 'B-' CCR & Rates C$200MM Notes 'B-'
CLEAN COAL: MaloneBailey LLP Raises Going Concern Doubt
COMBIMATRIX CORP: Incurs $9.5-Mil. Net Loss in 2012
COMMONWEALTH GROUP: Hearing on Amended Plan Outline April 18

COMMUNITY SHORES: BDO USA Replaces Crowe as Accountants
CONVERGEX GROUP: S&P Raises Issuer Credit Rating to 'B+'
CPG INVESTMENTS: Case Summary & Unsecured Creditor
CPI CORP: Law Firm Investigates Potential WARN Act Violations
DAYTOP VILLAGE: Can Employ Epiq Bankruptcy as Advisor

DAYTOP VILLAGE: Examiner Taps Zuckerman as Counsel
DEL MAR ENTERPRISES: Case Summary & 10 Unsecured Creditors
DIGITAL ANGEL: Delays 2012 Form 10-K for Business Concerns
DRYSHIPS INC: E&Y Raises Going Concern Doubt
EASTERN LIVESTOCK: Suit Against Fifth Third Bank Remanded

EASTWOOD BLUFF: Case Summary & Unsecured Creditor
EDENOR SA: Incurs ARS1.013-Bil. Net Loss in 2012
EDISON MISSION: S&P Withdraws 'D' Corporate Credit Rating
ELCOM HOTEL: Condo Affiliate Files Schedules of Assets & Debts
EMDEON INC: Moody's Rates $1.2 Billion Secured Term Loan 'Ba3'

ENDEAVOUR INTERNATIONAL: B. Klein Holds 13.4% Stake at March 29
ENERGY FOCUS: Incurs $5.7-Mil. Net Loss in 2012
EVERGREEN OIL: Waste Oil Collector in Chapter 11 to Sell Biz
EVERGREEN OIL: Arranges $6-Million of DIP Financing
EVERGREEN OIL: Proposes Cappello as Investment Banker

EXIDE TECHNOLOGIES: S&P Puts 'B-' CCR on CreditWatch Negative
EXPERT GLOBAL: S&P Lowers Issuer Credit Rating to 'B-'
FACTORSHARES 2X: S&P500 Bull/TBond Bear Has $154K Net Loss in 2012
FACTORSHARES 2X: TBond Bull/S&P500 Bear Has $1.1MM 2012 Net Loss
FACTORSHARES 2X: S&P500 Bull/USD Bear Earns $246K in 2012

FACTORSHARES 2X: Oil Bull/S&P500 Bear Has $1.2-Mil. 2012 Net Loss
FANNIE MAE: Posts $17.2BB Net Income in 2012, Largest in History
FOURTH QUARTER PROPERTIES: Can Employ Stone & Baxter as Counsel
FOURTH QUARTER PROPERTIES: Files Schedules of Assets and Debts
FIRST SECURITY: Delays Annual Report for 2012

FRIENDFINDER NETWORKS: Incurs $49.4 Million Net Loss in 2012
FULL TILT POKER: Ex-CEO Bitar to Enter Guilty Plea
GMX RESOURCES: Blackstone Reports on Talks on Assets Sale
GOSPEL RESCUE: NJ Family Support Payment Center's Claim Nixed
GULF FLEET: Louisiana Court Narrows LBO Lawsuit v. H.I.G. et al.

HAMLET EAST: Updated Case Summary & Creditors' Lists
HAWAII NUI: Case Summary & 20 Largest Unsecured Creditors
HERBALIFE LTD: Says Prior Audit Withdrawal Won't Result in Default
HERCULES OFFSHORE: Moody's Lifts CFR to 'B2'; Outlook Stable
HOG BROTHERS: Mich. District Court Validates CSX, Norfolk Claims

HONDO MINERALS: Incurs $4-Mil. Net Loss in Fiscal 2nd Quarter
HOSTESS BRANDS: Sells More Operations for $58.4 Million
HOSTESS BRANDS: Wins Court Approval to Sell Drake's Brand
HOWREY LLP: Creditors Again Blocked From Suing Partners
HCSB FINANCIAL: Delays Form 10-K for 2012

I KUSHNIR HOTELS: Case Summary & 19 Largest Unsecured Creditors
IDENTIVE GROUP: Ernst & Young GmbH Raises Going Concern Doubt
IMPERIAL INTEGRATIVE: Case Summary & 20 Largest Unsec Creditors
INDEPENDENCE BANCSHARES: Incurs $613K Net Loss in 2012
INDIANA BANK: Case Summary & 20 Largest Unsecured Creditors

INFUSYSTEM HOLDINGS: Three Directors Resign From Board
INTERFAITH MEDICAL: Hires Gordian's John Leech as CRO
INVENT VENTURES: Paritz & Company Raises Going Concern Doubt
INVERNESS DISTRIBUTION: Court Okays Accord Over Licensing Rights
JACK CLARK'S: Case Summary & 11 Unsecured Creditors

JACKSONVILLE BANCORP: Amends 152.3MM Common Shares Prospectus
JONES SODA: Incurs $2.9-Mil. Net Loss in 2012
K-V PHARMACEUTICAL: Parties Clarify Terms in 12% Sr. Notes Docs
K-V PHARMACEUTICAL: Committee Taps Duff, FourSquare as Consultants
K-V PHARMACEUTICAL: Expands Scope of E&Y's Employment

LAND SECURITIES: Files Amended List of Top Unsecured Creditors
LEGENDS GAMING: Files New Plan Giving Ownership to Lenders
M FOODS: Closes Sale of Biz; Wins Confirmation of Amended Plan
MEDPACE INC: S&P Retains 'B+' Corporate Credit Rating
MEDIA GENERAL: GAMCO Asset Owns 20% Class A Shares at April 2

MILAGRO OIL: Amends 2012 Annual Report to Add Exhibits
MOBILEBITS HOLDINGS: Incurs $1.9-Mil. Net Loss in Fiscal 2013 Q1
MODERN PRECAST: Court Sets April 25 Disclosure Statement Hearing
MODERN PRECAST: Court Dismisses LLC Debtors' Cases
MORGANS HOTEL: Amends Current Report to Add Exhibits

MOUNTAIN NATIONAL: Delays 2012 Form 10-K for Regulatory Issues
NAVISTAR INTERNATIONAL: Closes Sale of $300-Million Senior Notes
NISKA GAS: S&P Revises Outlook to Negative & Affirms 'BB-' CCR
NNN 3500: Court Okays Hiring of Forshey & Prostok as Attorneys
OHANA GROUP: Hires Kidder Mathews as Real Estate Appraiser

OHANA GROUP: Court Okays Hiring of Krikorian as Special Counsel
OHANA GROUP: Can Hire Bush Strout & Kornfeld as Bankruptcy Counsel
OMPHALOS CORP: KCCW Accountancy Raises Going Concern Doubt
OPTIMUMBANK HOLDINGS: Delays Form 10-K for 2012
OVERSEAS SHIPHOLDING: Files Schedules of Assets & Liabilities

OVERSEAS SHIPHOLDING: Maple Tanker Files Assets, Debts Schedules
OVERSEAS SHIPHOLDING: Long Beach Files Assets & Debts Schedules
OVERSEAS SHIPHOLDING: Los Angeles Files Assets, Debts Schedules
OZONE REALTY: Case Summary & Unsecured Creditor
PATRIOT COAL: UMMA Plans May Intervene in Chapter 11 Case

PEDEVCO CORP: GBH CPAs Raises Going Concern Doubt
PHIL'S CAKE: Amends Schedules of Assets & Liabilities
PICACHO HILLS: April 12 Hearing on Case Dismissal Plea
PLAY BEVERAGES: Cirtran Gets $1.4-Mil. Royalty Payment Relief
PLEASANT VIEW: Case Summary & 4 Unsecured Creditors

PUERTO DEL REY: Hires Gerardo Morera Ledon as Auditor
PROGUARD ACQUISITION: Pruzansky P.A. Raises Going Concern Doubt
QUICK STEP: Case Summary & 11 Largest Unsecured Creditors
RADIAN GROUP: Unit Releases Delinquency Data for March 2013
REALBIZ MEDIA: Incurs $279K Net Loss in Fiscal First Quarter

RELIANCE STEEL: Moody's Confirms 'Baa3' Rating on $500MM Sr. Notes
RENAISSANCE HOSPITAL: 5th Cir. Affirms Ruling on Mechanic's Liens
RESIDENTIAL CAPITAL: Court Okays More Auditing Work for Deloitte
RESIDENTIAL CAPITAL: Files 2015.3 Report for Dec. 31
RESIDENTIAL CAPITAL: Explains Propriety of Executive Bonuses

REVEL AC: Files Immaterial Modifications to Chap. 11 Plan
REVEL AC: Files Schedules of General Unsecured Claims
RIVER CANYON: Taps Dickensheet & Associate as Appraiser
ROCKSPRINGS PLAZA: Case Summary & 9 Unsecured Creditors
ROTECH HEALTHCARE: Delays 2012 Form 10-K for Internal Review

ROTECH HEALTHCARE: S&P Lowers Corporate Credit Rating to 'D'
RVB HOLDINGS: Recurring Losses Cue Going Concern Doubt
SAN BERNARDINO, CA: To Pass New Budget, Resume Payments to Calpers
SAN DIEGO HOSPICE: Hires Studley as Broker & Votolato as Appraiser
SAVANNAH INVESTMENTS: Case Summary & 7 Unsecured Creditors

SCHOOL SPECIALTY: Committee Can Retain Bankruptcy Professionals
SEALY CORP: Suspending Filing of Reports with SEC
SG BLOCKS: Marcum LLP Raises Going Concern Doubt
SHERWOOD PROPERTIES: Case Summary & 7 Unsecured Creditors
SOLAR POWER: Delays 2012 Form 10-K Due to Accounting Issues

SOUTHERN CONNECTICUT BANCORP: Incurs $172K Net Loss in 2012
SPIRIT REALTY: S&P Retains 'B' CCR on CreditWatch Positive
SPRINGLEAF FINANCE: Incurs $220.7-Mil. Net Loss in 2012
STAMP FARMS: Court Okays Hiring of Varnum & Rejects UST Objection
STILLWATER ASSET: Files List of 6 Largest Unsecured Creditors

STRIKE MINERALS: Waterton Files Notice to Enforce Security
SUNSHINE HOTELS: Can Access Cash Collateral Until June 30
SUNWIN STEVIA: Incurs $827,000 Net Loss in Fiscal Q3
SUPER STOP: Voluntary Chapter 11 Case Summary
SURGERY PARTNERS: Moody's Lowers Rating on New 1st Lien Loan to B2

SURGICAL ASSOCIATES: Judgment Creditor's Bid to Dismiss Denied
SWISS CHALET: Wins $2.4-Mil. Judgment Against McCloskey et al.
TCAS PROPERTIES: Case Summary & 6 Unsecured Creditors
TRANSWITCH CORP: Marcum LLP Raises Going Concern Doubt
TRANZYME INC: Ernst & Young Raises Going Concern Doubt

VALENCE TECHONOLOGY: Files 3rd Amended Assets, Debts Schedules
VERIS GOLD: Incurs $20-Million Net Loss in 2012
VITRO SAB: Carries Out Settlement With U.S. Bondholders
WAFERGEN BIO-SYSTEMS: SingerLewak LLP Raises Going Concern Doubt
WASHINGTON NORTHWEST: Case Summary & 2 Unsecured Creditors

WATERSTONE AT PANAMA: Apartment Owner Files Chapter 11 in Omaha
WATERSTONE AT PANAMA: Sec. 341(a) Creditors' Meeting on May 9
WENTWOOD BAYTOWN: Marina Club Apartments Files Ch.11 in Houston
WESTBURY BANCORP: MHC Reports $841,000 Net Income in 2013 Q1
WETDOG LLC: Case Summary & 3 Unsecured Creditors

WHOLE NOTE: Case Summary & Unsecured Creditor
WOOTON GROUP: Chapter 11 Status Conference Reset to May 1
Y CARBON: Voluntary Chapter 11 Case Summary

* Moody's Sees Low Impact of Sequestration on Housing Bonds
* Resource Rich Canadian Provinces Prepared for Price Volatility

* Lenders More Bullish on Housing Recovery, FICO Survey Says
* Payments to Borrowers Covered by Foreclosure Agreement to Begin

* Posner Adopts 'American Pad' on Time Limits for Suits

* Cowen Group Enters Into Exclusive Partnership with Seaport

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********

AFFINIA GROUP: Moody's Rates Proposed $250MM Senior Notes 'Caa2'
----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Affinia Group
Inc.'s new $250 million senior unsecured notes. The new notes,
along with the company's previously announced $670 million of new
senior secured term loans are expected to be used to recapitalize
the Affinia's balance sheet in order to address upcoming
maturities and pay a dividend to its shareholders. See Moody's
press release dated April 2, 2013. In a related action Moody's
affirmed Affinia's Corporate Family and Probability of Default
Ratings at B3 and B3-PD, respectively, and affirmed the B2 rating
of the new $670 million of senior secured term loans. The
Speculative Grade Liquidity Rating is SGL-3. The rating outlook is
stable.

The following ratings were assigned:

  Caa2 (LGD5, 82%), to the new $250 million Sr. Unsecured Notes
  due 2021

The following ratings were affirmed:

  B3, Corporate Family Rating;

  B3-PD, Probability of Default;

  B2 (LGD3, 38%), for the new $200 million senior secured term
  loan B-1 due 2016;

  B2 (LGD3, 38%), for the new $470 million senior secured term
  loan B-2 due 2020;

  B1 (LGD3, 36%) for the $203 million (remaining amount) senior
  secured notes;

  B3 (LGD4, 69%) for the $367 million subordinated notes

The ratings on the existing senior secured notes and subordinated
notes will be withdrawn if fully repaid upon completion of the
recapitalization. Any remaining amount will be downgraded with
notching relative to the CFR a function of their relative
weighting of the capital structure.

Ratings Rationale:

The assignment of the Caa2 rating to Affinia's new senior
unsecured notes incorporates the increased amount of senior
secured debt ranked above these junior notes under Moody's Loss
Given Default Methodology compared to amounts ranked above the
existing subordinated notes.

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

Affinia Group Inc., headquartered in Ann Arbor, Michigan, is a
designer, manufacturer and distributor of aftermarket components
for passenger cars, sport utility vehicles, light, medium and
heavy trucks and off-highway vehicles. The company's product range
addresses filtration, brake and chassis markets in North and South
America, Europe and Asia. In 2012, the company reported revenues
of approximately $1.5 billion. Affinia is controlled by affiliates
of The Cypress Group L.L.C.


AIR CANADA: S&P Revises Outlook to Stable & Affirms 'B-' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Montreal-based Air Canada to stable from negative.

At the same time, Standard & Poor's affirmed its ratings on the
company, including its 'B-' long-term corporate credit rating on
Air Canada.

"We base the outlook revision on our view that Air Canada's
liquidity will remain adequate and expected cash flow generation
will allow the company to maintain its current financial risk
profile," said Standard & Poor's credit analyst Jamie Koutsoukis.

The ratings on Air Canada reflect what Standard & Poor's views as
the company's highly leveraged capital structure, weak cash flow
protection measures, participation in the high-risk airline
industry, and modest (and volatile) cash flow to cover relatively
high fixed costs.  Mitigating these weaknesses, S&P believes, are
the company's strong market position in Canada as the largest
provider of commercial airline services, broad route network
(providing some ability to offset domestic weakness), and good
brand recognition.

Air Canada is Canada's largest domestic and international full-
service airline.  The company is also the 15th-largest commercial
airline in the world, serving more than 30 million customers
annually.  As of Dec. 31, 2012, Air Canada operated a mainline
fleet of 205 aircraft.  In addition, it has capacity purchase
agreements with regional airlines that operate under Air Canada
Express.

"We expect Air Canada's financial risk profile to remain fairly
stable in the next two years, with adjusted debt to EBITDA at
about 9x and adjusted funds from operations (FFO) to debt near
10%.  We also expect the company to sustain cash and short-term
investments well in excess of C$1.5 billion.  We believe that an
upgrade is not likely in the next year given still-high debt
levels, and the additional aircraft Air Canada will take delivery
of through 2015 that it will need to finance and, as a result,
increase debt.  However, we could consider raising the ratings if
adjusted FFO to debt moves consistently into the mid-teens and
unrestricted cash and short-term investments increase to more than
C$2 billion on a sustained basis.  With Air Canada's improved
liquidity, which we feel it can sustain in the near term, and its
improved operating performance, we believe a near-term downgrade
is also unlikely.  However, if a stalled Canadian and U.S.
economic recovery or serious oil price spike were to cause losses,
eroding liquidity to a level we deem less than adequate, we could
lower the ratings," S&P said.


ALEXZA PHARMA: Ernst & Young Raises Going Concern Doubt
-------------------------------------------------------
Alexza Pharmaceuticals, Inc., filed on March 26, 2013, its annual
report on Form 10-K for the year ended Dec. 31, 2012.

Ernst & Young LLP, in Redwood City, California, expressed
substantial doubt about Alexza's ability to continue as a going
concern, citing the Company's recurring losses from operations and
its need for additional capital.

The Company reported a net loss of $28.0 million on $4.1 million
of revenue in 2012, compared with a net loss of $40.5 million on
$5.7 million of revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $40.6 million
in total assets, $38.0 million in total liabilities, and
shareholders' equity of $2.6 million.

A copy of the Form 10-K is available at http://is.gd/UDzNL6

Mountain View, Calif.-based Alexza Pharmaceuticals, Inc. (Nasdaq:
ALXA) is focused on the research, development and
commercialization of novel, proprietary products for the acute
treatment of central nervous system conditions, including
agitation, acute repetitive seizures and insomnia.  Alexza's
products are based on the Staccato(R) system, a hand-held inhaler
that is designed to deliver a drug aerosol to the deep lung,
providing rapid systemic delivery and therapeutic onset, in a
simple, non-invasive manner.


ALIMERA SCIENCES: Incurs $19.7-Mil. Net Loss in 2012
----------------------------------------------------
Alimera Sciences, Inc., filed on March 28, 2013, its annual report
on Form 10-K for the year ended Dec. 31, 2012.

Grant Thornton LLP, in Atlanta, Ga., expressed substantial doubt
about Alimera Sciences' ability to continue as a going concern,
citing the Company's recurring net losses, negative cash flow from
operations, accumulated deficit, and current lack of a commercial
product.

The Company reported a net loss of $19.7 million in 2012, compared
with a net loss of 422.5 million in 2011.  The Company is not
currently generating revenues.

The Company's balance sheet at Dec. 31, 2012, showed $52.5 million
in total assets, $13.4 million in total liabilities, and
stockholders' equity of $39.1 million.

A copy of the Form 10-K is available at http://is.gd/6FxR4d

Alpharetta, Ga.-based Alimera Sciences, Inc., is a
biopharmaceutical company that specializes in the research,
development and commercialization of prescription ophthalmic
pharmaceuticals.  The Company is presently focused on diseases
affecting the back of the eye, or retina, because it believes
these diseases are not well treated with current therapies and
represent a significant market opportunity.

The Company's most advanced product candidate is ILUVIEN(R), which
has received marketing authorization in Austria, the United
Kingdom, Portugal, France, Germany and Spain, and has been
recommended for marketing authorization in Italy, for the
treatment of vision impairment associated with chronic diabetic
macular edema (DME) considered insufficiently responsive to
available therapies.  DME is a disease of the retina that affects
individuals with diabetes and can lead to severe vision loss and
blindness.  ILUVIEN is the first product approved for chronic DME.
ILUVIEN has not been approved by the U.S. Food and Drug
Administration (FDA).


ALLIANT TECHSYSTEMS: S&P Revises Outlook to Stable, Affirms BB CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Arlington, Va.-based defense contractor Alliant
Techsystems Inc. (ATK) to stable from negative.  At the same time,
S&P affirmed the long-term corporate credit rating at 'BB'.

The outlook revision reflects the several positive developments
since S&P assigned the negative outlook last June.  "ATK is
performing better than we expected and seems to have stabilized
its profitability and cash generation," said Standard & Poor's
credit analyst Sol Samson.  Uncertainty regarding the retention of
the large Lake City contract has been resolved because ATK won
its renewal.

ATK also substantially reduced its projected pension obligation --
and annual cash outlays -- by recently changing the pension plan
provisions.

Finally, ATK has made no acquisitions in the past year, allaying
some of the risk pertaining to the potential for a large, debt-
financed deal.

The rating outlook is stable.  An important credit metric with
regard to maintaining S&P's current rating is funds from
operations (FFO) to debt greater than 20%.  S&P could lower the
rating if it thought that FFO to debt would fall below 20% for a
sustained period--either because ATK undertook a large, debt-
financed acquisition or its business deteriorated due to U.S.
defense and NASA budgetary cuts.  But the metric is about 25%
currently--an improvement over last year--and S&P expects it to
remain at about this level in the coming year.

S&P could raise its ratings on ATK if U.S. defense budget issues
are resolved without major cutbacks for ATK programs, and ATK
further clarified its financial policies with respect to
acquisitions and share repurchases.


AMBAC FIN'L: May Emerge From Chapter 11 Reorganization in May
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Ambac Financial Group Inc. secured court
approval of its Chapter 11 plan more than a year ago, the lack of
resolution of claims by the Internal Revenue Service prevented the
insurance holding company from implementing the plan and emerging
from bankruptcy.

The report relates that on April 8, Ambac filed papers in
bankruptcy court for approval of settlement with the IRS and
announced that most other conditions to the settlement have been
satisfied.  Once the settlement is approved by the bankruptcy
court at an April 29 hearing, emergence from bankruptcy will occur
"shortly after" the IRS settlement is completed, the company said.

The settlement calls for Ambac to pay the IRS $1.9 million while
the insurance company pays $100 million.  In the future, Ambac
will also pay the IRS a portion of money it receives from a tax
sharing agreement.  The settlement reduces net operating losses by
$1.1 billion.

                       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: AAC Can't Compel Discovery in $641MM JPM Suit
----------------------------------------------------------
Eric Hornbeck of Law 360 reports Ambac Assurance Corp. failed to
convince a New York court to compel Clayton Holdings LLC to
produce more emails and documents in the monoline insurer's
$641 million mortgage-backed securities lawsuit against JP Morgan
Chase & Co.

In an April 2, 2013 ruling, New York Judge Charles E. Ramos
called the discovery request "a bridge too far," Law 360 relates.
The judge said the additional information AAC seeks from Clayton
isn't critical and he wouldn't allow it to hold up a trial in the
case, according to the report.

"[Electronic discovery is] not supposed to be perfect.  It's
supposed to be reasonable," Law 360 quoted the judge as saying.
"That's the problem with discovery: Sometimes you have to draw
the line in the sand even if it seems arbitrary. Otherwise, it
never stops."

Clayton is a non-party hired by JP Morgan predecessor Bear
Stearns Cos. Inc. to vouch for the quality of the loans in Bear
Stearns securities that AAC insured.

AAC sought reports and emails Clayton had from Bear Stearns about
the reviews Clayton was doing of the loans during the
securitization process, which AAC said were missing from Bear
Stearns' document productions, Law 360 recounts.

Under its 2011 complaint, AAC alleged that it lost $641 million
because JP Morgan duped it into insuring four of Bear Stearns'
securitization transactions between December 2005 and April 2007,
Law 360 relays.  The loans that Bear Stearns securitized have
defaulted at an extraordinary rate, causing the four transactions
to suffer more than $1.2 billion in losses, according to the
complaint.

Ambac is represented by Nicolas Commandeur of Patterson Belknap
Webb & Tyler LLP.

Clayton Holdings LLC is represented by Marc Rothenberg of Blank
Rome LLP.  JPMorgan is represented by Darrell S. Cafasso of
Sullivan & Cromwell LLP.

                       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: Reports $143.6MM Net Profit in Fourth Quarter
----------------------------------------------------------
Ambac Financial Group, Inc. reported a fourth quarter 2012 net
profit of $143.6 million, or a net profit of $0.47 per share.
This compares to a fourth quarter 2011 net loss of $963.2 million,
or a net loss of $3.18 per share. Relative to fourth quarter 2011,
the improved fourth quarter 2012 results were primarily driven by
lower loss and loss expenses and higher income on variable
interest entities ("VIEs"), partially offset by fair value losses
on credit derivatives.

                   Fourth Quarter 2012 Summary

Relative to the fourth quarter of 2011:

* Net premiums earned declined $9.3 million to $103.5 million

* Net investment income increased $0.9 million to $92.9 million

* Other than temporary impairment losses decreased $33.4 million
   to $0.2 million

* Net change in the fair value of credit derivatives decreased
   $50.2 million to a loss of $22.0 million

* Derivative product losses decreased $8.6 million to $11.9
   million

* Income on VIEs increased $266.5 million to $0.9 million

* Loss and loss expenses decreased $840.4 million to a net
   benefit of $36.7 million

* Operating and interest expense decreased $9.6 million to $58.9
   million

As of December 31, 2012, unrestricted cash, short-term securities
and bonds at Ambac, the holding company, totaled $30.4 million, a
decline of $1.1 million from September 30, 2012.

Financial Results

Net Premiums Earned

Net premiums earned for the fourth quarter of 2012 were $103.5
million, down 8% from $112.8 million earned in the fourth quarter
of 2011. Net premiums earned include accelerated premiums,
resulting from calls and other policy accelerations recognized
during the quarter. Accelerated premiums were $41.6 million in
the fourth quarter of 2012, up 38% from $30.2 million in the
fourth quarter of 2011. The increase in accelerated premiums was
primarily driven by a high volume of bond calls due to the low
level of interest rates, particularly with respect to certain
transportation credits, in addition to accelerations resulting
from the early termination of certain structured finance
policies. Normal net premiums earned, which exclude accelerated
premiums, were $61.9 million in the fourth quarter of 2012, down
25% from $82.7 million in the fourth quarter of 2011. The decline
in normal net premiums earned was primarily due to the continued
run-off of the insured portfolio and write-downs of premium
receivables on an impaired transaction.

Net Investment Income

For the consolidated investment portfolio, net investment income
for the fourth quarter of 2012 was $92.9 million, an increase of
1% from $92.0 million earned in the fourth quarter of 2011.

Financial Guarantee net investment income increased 6% to $89.7
million from $84.9 million which was largely attributable to the
greater percentage of holdings in higher yielding residential
mortgage backed securities ("RMBS") insured by Ambac Assurance
Corporation ("Ambac Assurance"). The amortized cost of the
Financial Guarantee long term investment portfolio declined by
approximately $191.5 million since December 31, 2011, as the
collection of installment premiums, and coupon receipts on
invested assets were offset by claims payments, including the
resumption of partial claim payments on Segregated Account
policies, commutation payments, and the repurchase of surplus
notes in the second quarter of 2012.

Financial Services investment income for the three months ended
December 31, 2012 was $3.2 million compared to $7.0 million for
the fourth quarter of 2011. The decline in Financial Services
investment income was driven primarily by sales of securities to
fund the partial repayment of intercompany loans and investment
agreements.

Net Other-Than-Temporary Impairments

Net other-than-temporary impairments of invested assets
recognized in earnings declined to $0.2 million for the three
months ended December 31, 2012, from $33.7 million for the three
months ended December 31, 2011. Impairment charges in both
periods were related to investments in RMBS, including those
guaranteed by Ambac Assurance.

Net Change in Fair Value of Credit Derivatives

The net change in fair value of credit derivatives was a loss of
$22.0 million for the three months ended December 31, 2012,
compared to a gain of $28.1 million for the three months ended
December 31, 2011. The 2012 fourth quarter loss resulted from a
negative change in the Ambac Assurance credit valuation
adjustment ("CVA"), reflecting the higher value of Ambac
obligations observed in the market. The adverse impact of the
Ambac CVA in the fourth quarter of 2012 was partially offset by
Credit Default Swap ("CDS") fees received, increases in certain
reference obligation prices, and gains associated with the runoff
of the portfolio. The gain for fourth quarter of 2011 was
primarily driven by CDS fees received, the impact of increases in
certain reference obligation prices, and gains associated with
the runoff of the portfolio.

Derivative Products

For the fourth quarter of 2012, the derivative products business
produced a net loss of $11.9 million compared to a net loss of
$20.5 million for the fourth quarter of 2011. The derivative
products portfolio has been positioned to record gains in a
rising interest rate environment in order to provide a hedge
against the impact of rising rates on certain exposures within
the financial guarantee insurance portfolio. The net loss for the
fourth quarter of 2012 was primarily driven by mark-to-market
losses resulting from the negative change in the Ambac CVA,
partially offset by gains attributable to rising interest rates
during the period. Derivative product losses incurred during the
fourth quarter of 2011 were primarily the result of mark-to-
market movements in the portfolio caused by declining interest
rates during the period.

Income (Loss) on Variable Interest Entities

Income on variable interest entities for the three months ended
December 31, 2012 was $0.9 million compared to a loss of $265.6
million for the three month period ending December 31, 2011. The
2012 fourth quarter gain was the result of positive changes in
the fair value of net assets of consolidated VIEs during the
period, while the 2011 fourth quarter loss was primarily
attributable to the net impact of deconsolidating a credit
impaired transaction in December 2011.

Financial Guarantee Loss Reserves

Loss and loss expenses for the fourth quarter of 2012 were a net
benefit of $36.7 million compared to a net loss of $803.6 million
for the fourth quarter of 2011. The net benefit for the three
months ended December 31, 2012 was driven by lower estimated
losses for first lien RMBS and certain student loan transactions,
partially offset by an increase in loss estimates for second lien
RMBS, and certain Ambac U.K. credits.

Loss and loss expenses paid, including commutations, net of
recoveries and reinsurance from all policies, amounted to $346.5
million during the fourth quarter of 2012. The amount of actual
claims paid during the period was impacted by the claims payment
moratorium imposed on March 24, 2010 as part of the Segregated
Account rehabilitation proceedings. On September 20, 2012, in
accordance with certain rules published by the rehabilitator of
the Segregated Account (the "Policy Claim Rules"), the Segregated
Account commenced paying 25% of each permitted policy claim that
arose since the commencement of the claims payment moratorium.
Claims permitted in accordance with the Policy Claim Rules in the
fourth quarter of 2012 were $1.5 billion, including $1.1 billion
of claims related to the moratorium period. At December 31, 2012,
a total of $3.4 billion of presented claims remain unpaid because
of the Segregated Account rehabilitation proceedings and related
court orders.

Loss reserves (gross of reinsurance, net of subrogation
recoveries, and excluding loss adjustment expenses) as of
December 31, 2012 were $6.0 billion, down 6% from $6.4 billion at
September 30, 2012, while loss reserves specifically relating to
RMBS insurance exposures, including unpaid claims, declined 9% to
$3.6 billion at December 31, 2012 from $3.9 billion at September
30, 2012. RMBS reserves as of December 31, 2012, are net of $2.5
billion of estimated representation and warranty breach
remediation recoveries, down 6% from $2.7 billion reported as of
September 30, 2012. Ambac Assurance is pursuing remedies and
enforcing its rights, through lawsuits and other methods, to seek
redress for breaches of representations and warranties and fraud
related to various RMBS transactions.

Expenses

Underwriting and operating expenses for the three months ended
December 31, 2012 were flat at $35.6 million, as compared to
$35.4 million for the three months ended December 31, 2011.
Underwriting and operating expenses for the three months ended
December 31, 2012 were driven by lower consulting costs, legal
fees, and compensation costs, offset by an increase in the
amortization of deferred acquisition costs. Interest expense was
$23.4 million during the fourth quarter of 2012 versus $33.1
million in the fourth quarter of 2011. The decrease in interest
expense during the fourth quarter of 2012 was primarily
attributable to the lower par amount of surplus notes outstanding
following the exercise of certain call options on surplus notes
in June 2012, and lower investment agreement liabilities
outstanding during the period.

Reorganization Items, Net

For purposes of presenting an entity's financial evolution during
a Chapter 11 reorganization, the financial statements for periods
including and after filing the Chapter 11 petition distinguish
transactions and events that are directly associated with the
reorganization from the ongoing operations of the business.
Reorganization items during the three months ended December 31,
2012 were $2.7 million as compared to $10.1 million for the three
months ending December 31, 2011. The decrease was due to lower
professional fees incurred following the confirmation of the
bankruptcy plan of reorganization in March 2012.

Balance Sheet and Liquidity

Total assets increased during the fourth quarter of 2012 to $27.0
billion from $26.9 billion at September 30, 2012. The increase in
total assets was due to an increase in VIE assets to $17.8
billion from $17.4 billion, partially offset by declines in the
consolidated non-VIE investment portfolio to $6.3 billion from
$6.4 billion and premium receivables to $1.6 billion from $1.8
billion.

During the fourth quarter of 2012, the fair value of the
financial guarantee non-VIE investment portfolio increased by $77
million to $5.9 billion, as of December 31, 2012. The portfolio
consists primarily of high quality municipal and corporate bonds,
asset backed securities, U.S. Treasuries, Agency RMBS, as well as
non-agency RMBS, including Ambac Assurance guaranteed RMBS. The
increase in fair value between periods reflects higher
valuations, particularly with respect to Ambac Assurance
guaranteed RMBS, partially offset by the use of assets to fund
the partial payment of Segregated Account permitted policy
claims. The fair value of the financial services investment
portfolio declined $186 million to $383 million during the fourth
quarter.

Liabilities subject to compromise totaled approximately $1.7
billion at December 31, 2012. The amount of liabilities subject
to compromise represents Ambac's estimate of known or potential
pre-petition claims to be addressed in connection with the
Chapter 11 reorganization. As of December 31, 2012, liabilities
subject to compromise consist of the following (in thousands):


  Debt obligations and accrued interest payable    $1,690,312
  Other                                                14,592
  Consolidated liabilities subject to compromise   $1,704.904

          Overview of Ambac Assurance Statutory Results

During the fourth quarter of 2012, Ambac Assurance generated
statutory net income of $45.6 million. Fourth quarter 2012
results were primarily attributable to premiums earned of $125.4
million, and net investment income of $108.1 million, partially
offset by impairment on securities held of $46.3 million, net
loss and loss expenses of $90.0 million, and $29.5 million of
impairment losses relating to the guarantee of subsidiary
liabilities. As of December 31, 2012, Ambac Assurance reported
policyholder surplus of $100.0 million, unchanged from September
30, 2012. Pursuant to a prescribed accounting practice, the
results of the Segregated Account are not included in Ambac
Assurance's financial statements if Ambac Assurance's surplus is
(or would be) less than $100.0 million. As of December 31, 2012,
Ambac Assurance's General Account did not assume $163.7 million
of the Segregated Account insurance liabilities under the
Segregated Account reinsurance agreement, down from $296.0
million as of September 30, 2012. The Segregated Account reported
statutory policyholder surplus of ($61.8) million as of December
31, 2012, up from ($193.7) million as of September 30, 2012.

Ambac Assurance's claims-paying resources amounted to
approximately $5.5 billion as of December 31, 2012, down
approximately $0.1 billion from $5.6 billion at September 30,
2012. This excludes Ambac Assurance UK Limited's claims-paying
resources of approximately $1.0 billion. The decrease in claims
paying resources was primarily attributable to loss payments,
including 25% partial payments on Segregated Account policy
claims.

                           *     *     *

Statutory financial statements for the full year ended Dec. 31,
2012 for AAC, its Segregated Account, and Everspan Financial
Guarantee Corporation were filed, full-text copies of which are
available for free at:

  * AAC's 2012 Annual Report
    http://is.gd/CUEcDZ

  * AAC's Segregated Account's 2012 Annual Report
    http://is.gd/Et3jGK

  * Everspan Financial Guarantee Corp.
    http://is.gd/BXQfQA

AFG filed with the U.S. Securities and Exchange Commission on
March 22, 2013, an annual report on Form 10-K for the period
ended December 31, 2012, a copy of which is available for free
at http://is.gd/tJO8ug

             Ambac Financial Group Inc. and Subsidiaries
                     Consolidated Balance Sheets
                        As of December 31, 2012

ASSETS
Investments:
Fixed income securities, at fair value          $5,402,395,000
Fixed income securities pledged as collateral,
  at fair value                                     265,779,000
Short-term investments                             661,658,000
Other                                                  100,000
                                           --------------------
Total investments                                6,329,932,000

Cash                                                 43,837,000
Restricted cash                                               -
Receivable for securities sold                          761,000
Investment income due and accrued                    39,742,000
Premium receivables                               1,620,621,000
Reinsurance recoverable on paid and unpaid losses   159,086,000
Deferred ceded premium                              177,893,000
Subrogation recoverable                             497,346,000
Deferred acquisition costs                          199,160,000
Loans                                                 9,203,000
Derivative assets                                    48,005,000
Other assets                                         39,715,000
Variable interest entity assets
Fixed income securities, at fair value           2,261,294,000
Restricted cash                                      2,290,000
Investment income due and accrued                    4,101,000
Loans                                           15,568,711,000
Derivative assets                                            -
Other assets                                         5,467,000
                                           --------------------
Total assets                                   $27,007,164,000
                                           ====================

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Liabilities subject to compromise               $1,704,904,000
Unearned premiums                                2,778,401,000
Losses and loss expense reserve                  6,619,486,000
Ceded premiums payable                              94,527,000
Obligations under investment agreements            356,091,000
Obligations under investment repurchase agreements   5,926,000
Deferred taxes                                       1,586,000
Current taxes                                       96,778,000
Long-term debt                                     150,170,000
Accrued interest payable                           228,835,000
Derivative liabilities                             453,214,000
Other liabilities                                  102,488,000
Payable for securities purchased                        25,000
Variable interest entity liabilities:
Accrued interest payable                             3,618,000
Long-term debt                                  15,436,008,000
Derivative liabilities                           2,221,781,000
Other liabilities                                      293,000
                                           --------------------
Total liabilities                               30,254,131,000

Stockholders' deficit:
Preferred stock                                               -
Common stock                                         3,080,000
Additional paid-in capital                       2,172,027,000
Accumulated other comprehensive income (loss)      625,385,000
Accumulated deficit                             (6,297,264,000)
Common stock held in treasury at cost             (410,755,000)
                                           --------------------
Total Ambac Financial Group, Inc.
  stockholders' deficit                          (3,907,527,000)

Non-controlling interest                            660,560,000
                                           --------------------
Total stockholders' deficit                     (3,246,967,000)
                                           --------------------
Total liabilities and stockholders' deficit    $27,007,164,000
                                           ====================

              Ambac Financial Group, Inc. and Subsidiaries
                 Consolidated Statements of Operations
               For Three Months Ended December 31, 2012

Revenues:
Net premiums earned                               $103,538,000
Net investment income                               92,871,000
Other-than-temporary impairment losses
Total other-than-temporary impairment losses        (1,355,000)
Portion of loss recognized in other
  comprehensive income                                1,118,000
                                           --------------------
Net other-than-temporary impairment losses
  recognized in earnings                               (237,000)

Net realized investment gains                        1,480,000

Change in fair value of credit derivatives:
  Realized (losses) and gains and other
   settlements                                        4,442,000
  Unrealized gains (losses)                         (26,464,000)
                                           --------------------
Net change in fair value of credit
  derivatives                                       (22,022,000)
Derivative products                                (11,863,000)
Net realized gains (losses) on
  extinguishment of debt                                165,000
Other income (loss)                                  5,536,000
Income (loss) on variable interest entities            884,000
                                           --------------------
    Total revenues before expenses and
     reorganization items                           170,352,000

Expenses:
Financial Guarantee:
Losses and loss expenses                           (36,716,000)
Underwriting and operating expenses                 35,581,000
Interest expense on surplus notes                   23,358,000
                                           --------------------
   Total expenses before reorganization items        22,223,000
                                           --------------------
Pre-tax income (loss) from continuing
  operations before reorganization items            148,129,000
Reorganization items                                  2,735,000
                                           --------------------
Pre-tax income (loss) from continuing operations    145,394,000
Provision (benefit) for income taxes                  2,093,000
                                           --------------------
Net gain (loss)                                     143,301,000
Less: net gain (loss) attributable to the
non-controlling interest                              (275,000)
                                           --------------------
Net income (loss) attributable
to common shareholders                            $143,576,000
                                           ====================

              Ambac Financial Group, Inc. and Subsidiaries
                  Consolidated Statements of Operations
                For Twelve Months Ended December 31, 2012

Revenues:
Net premiums earned                               $414,604,000
Net investment income                              382,902,000
Other-than-temporary impairment losses
Total other-than-temporary impairment losses       (15,659,000)
Portion of loss recognized in other
  comprehensive income                                9,669,000
                                           --------------------
Net other-than-temporary impairment losses
  recognized in earnings                             (5,990,000)

Net realized investment gains                       72,101,000

Change in fair value of credit derivatives:
  Realized (losses) and gains and other
   settlements                                       13,713,000
  Unrealized gains (losses)                         (22,932,000)
                                           --------------------
Net change in fair value of credit derivatives      (9,219,000)
Derivative products                               (125,004,000)
Net realized gains (losses) on
  extinguishment of debt                           (177,580,000)
Other income                                       106,098,000
Income (loss) on variable interest entities         27,777,000
                                           --------------------
    Total revenues before expenses and
     reorganization items                           685,689,000
                                           --------------------
Expenses:
Financial Guarantee:
Losses and loss expenses                           683,630,000
Underwriting and operating expenses                139,029,000
Interest expense on surplus notes                  112,320,000
                                           --------------------
   Total expenses before reorganization items       934,979,000
                                           --------------------
Pre-tax income (loss) from continuing operations
before reorganization items                       (249,290,000)
Reorganization items                                  7,215,000
                                           --------------------
Pre-tax income (loss) from continuing operations   (256,505,000)
Provision (benefit) for income taxes                  2,849,000
                                           --------------------
   Net gain (loss)                                 (259,354,000)
   Less: net gain (loss) attributable to the
    noncontrolling interest                          (2,676,000)
                                           --------------------
   Net income (loss) attributable
    to common shareholders                        ($256,678,000)
                                           ====================

                       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).


AMERICAN BIO MEDICA: Incurs $1.1-Mil. Net Loss in 2012
------------------------------------------------------
American Bio Medica Corporation filed on March 28, 2013, its
annual report on Form 10-K for the year ended Dec. 31, 2012.

Liggett, Vogt & Webb, P.A., in New York, N.Y., expressed
substantial doubt about American Bio's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses and will have to obtain
additional financing and or refinance certain debts maturing in
2013.

The Company reported a net loss of $1.11 million on $9.34 million
of sales in 2012, compared with a net loss of $345,000 on
$9.27 million of sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $4.78 million
in total assets, $3.42 million in total liabilities, and
stockholders' equity of $1.36 million.

A copy of the Form 10-K is available at http://is.gd/PcpLXu

Kinderhook, New York-based American Bio Medica Corporation
develops, manufactures and sells immunoassay tests, primarily for
the immediate, point of collection testing ("POCT") for drugs of
abuse ("DOA") in urine and oral fluids.  In addition to the
manufacture and sale of DOA testing products, the Company provides
bulk test strip contract manufacturing services for other POCT
companies.


AMPAL-AMERICAN: Michael Luskin Appointed Chapter 11 Trustee
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Michael Luskin, a bankruptcy lawyer in New York, was
picked to serve as Chapter 11 trustee for Ampal-American Israel
Corp.

According to the report, Mr. Luskin -- luskin@lsellp.com -- a
partner at Luskin Stern & Eisler LLP, agreed to cut his $800
hourly rate by 10%.  He also said any lawyers he hires will take
similar voluntary cuts.  Mr. Luskin previously served as a
bankruptcy trustee and examiner.

As reported in yesterday's edition of the TCR, the bankruptcy
judge called for a trustee rather than approve a request by the
creditors' committee to name a chief restructuring officer.  The
judge said that following the committee's bidding would improperly
interfere with the rights of controlling shareholder Yousef
Maiman, who opposed changing the board composition and having an
CRO.

                        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.

In February, the judge approved disclosure materials explaining
the reorganization plan promulgated by the committee.  The judge
ended Ampal's exclusive plan-filing rights in January.  There
can't be a creditors' vote followed by a confirmation hearing
until Israeli securities regulators approve solicitation
materials.


ANV SECURITY: Incurs $8.3-Mil. Net Loss in 2012
-----------------------------------------------
ANV Security Group, Inc., filed its annual report on Form 10-K,
reporting a net loss of $8.32 million on continuing operations
revenues of $185,175 for the year ended Dec. 31, 2012, compared
with a net loss of $4.72 million on $nil revenue for the year
ended Dec. 31, 2012.

The Company's balance sheet at Dec. 31, 2012, showed $2.83 million
in total assets, $174,363 in total liabilities, and stockholders'
equity of $2.66 million.

According to the regulatory filing, the Company has incurred
$15 million losses since inception.  "Further, as of Dec. 31,
2012, the cash resources of the Company were insufficient to meet
its current business plan.  These and other factors raise
substantial doubt about the Company's ability to continue as a
going concern."

A copy of the Form 10-K is available at http://is.gd/TWsXfO

Headquartered in Shenzhen, China, ANV Security Group, Inc., is a
Nevada company and was incorporated on Dec. 18, 2006, in
Vancouver, BC, Canada.  The Company specializes in network video
surveillance and video alarm service, and conducts new products
research & development, software solution and technologies on its
current platforms.  The Company plans to become a fully integrated
developer, designer, manufacturer, marketer, installer and
servicer of web-based security systems for residential, commercial
and government customers operating in the People's Republic of
China.


APPALACHIAN FUELS: 16 W.Va. Residents' Suits Remanded
-----------------------------------------------------
District Judge John T. Copenhaver, Jr., in Charleston, West
Virginia, remanded to the Circuit Court of Logan County several
civil actions commenced by West Virginia residents against
Appalachian Fuels, LLC, and other defendants.

The lawsuits arise from a June 12, 2010 incident when Appalachian
Fuels caused water to improperly drain from its surface mine into
the Miller Branch area in Logan County, West Virginia, and damage
the plaintiffs' properties.  On May 23, 2012, the plaintiffs
instituted the actions in the Circuit Court of Logan County
against Appalachian Fuels and unspecified John Doe entities.

All of the plaintiffs appeared in the style of a master complaint
and jurisdictional allegations were made as to each.  The single
count contained in the master complaint appears to allege both
negligence and nuisance.

As part of Appalachian Fuels' Chapter 11 proceedings, on April 11,
2012, the bankruptcy court entered an agreed lifting order
allowing litigation to proceed to the extent of liability
insurance coverage.  Consistent with the agreed lifting order, the
plaintiffs have confined their request for damages to the proceeds
of any applicable insurance coverage, including, but not limited
to, any liability insurance and umbrella general liability
coverage.  The applicable limit of insurance is $1,000,000.

On Nov. 21, 2012, the defendants, relying upon the master
complaint, filed a single notice of removal listing all of the
plaintiffs in one action.  Appalachian Fuels removed 16 separate
civil actions.

Nevertheless, the plaintiffs assert the amount in controversy must
be proven in each individual case, some of which contain multiple
plaintiffs.  On Dec. 12, 2012, the plaintiffs moved to remand.
They assert that the amount in controversy falls well below the
jurisdictional minimum when each case is viewed individually. They
additionally seek the costs and fees occasioned by the removal. To
illustrate their view respecting the asserted absence of the
necessary amount in controversy, plaintiffs have included in the
record an email message in the Clarkson and Teresa Browning action
reflecting a pre-litigation settlement demand of $55,000. That is
the highest demand encountered in any of the class one cases.

In siding with the plaintiffs, Judge Copenhaver agrees that
aggregation is inappropriate.  The judge said the master complaint
is best understood as an administrative device to aid efficiency
and economy and not one upon which the court can, through fictive
aggregation, arrive at the jurisdictional amount.

The cases to be remanded are:

     * GENEVA ADKINS, Plaintiff, v. APPALACHIAN FUELS, LLC, and
JOHN DOE ENTITIES 1-5, Defendants, Civil Action No. 2:12-8071,

     * MATTHEW ADKINS and JENNIFER ADKINS Plaintiffs, v.
APPALACHIAN FUELS, LLC, and JOHN DOE ENTITIES 1-5, Defendants,
Civil Action No. 2:12-8530,

     * CHERRY BLEVINS and LEO COPELAND and TAMMY COPELAND,
Plaintiffs, v. APPALACHIAN FUELS, LLC, and JOHN DOE ENTITIES 1-5,
Defendants, Civil Action No. 2:12-8531,

     * CLARKSON BROWNING and TERESA BROWNING, Plaintiffs, v.
APPALACHIAN FUELS, LLC, and JOHN DOE ENTITIES 1-5, Defendants,
Civil Action No. 2:12-8532,

     * ELIZABETH CALLAWAY, Plaintiff, v. APPALACHIAN FUELS, LLC,
and JOHN DOE ENTITIES 1-5, Defendants, Civil Action No. 2:12-8533,

     * VIRGINIA ELLIXSON, Plaintiff, v. APPALACHIAN FUELS, LLC,
and JOHN DOE ENTITIES 1-5, Defendants, Civil Action No. 2:12-8534,

     * JAMES FLEMING and PATRICIA FLEMING, Plaintiffs, v.
APPALACHIAN FUELS, LLC, and JOHN DOE ENTITIES 1-5, Defendants,
Civil Action No. 2:12-8535,

     * ROBERT GREER and BARBARA GREER, Plaintiffs, v. APPALACHIAN
FUELS, LLC, and JOHN DOE ENTITIES 1-5, Defendants, Civil Action
No. 2:12-8536,

     * ROBERT GREER, JR. and REMA GREER, Plaintiffs, v.
APPALACHIAN FUELS, LLC, and JOHN DOE ENTITIES 1-5, Defendants,
Civil Action No. 2:12-8537,

     * WILLIAM JENKINS, Plaintiffs, v. APPALACHIAN FUELS, LLC, and
JOHN DOE ENTITIES 1-5, Defendants, Civil Action No. 2:12-8538,

     * JAMES LOWE and ALISA SHEPARD, Plaintiffs, v. APPALACHIAN
FUELS, LLC, and JOHN DOE ENTITIES 1-5, Defendants, Civil Action
No. 2:12-8539,

     * GREGORY MULLINS and WILLA MULLINS, Plaintiffs, v.
APPALACHIAN FUELS, LLC, and JOHN DOE ENTITIES 1-5, Defendants,
Civil Action No. 2:12-8540,

     * MARLENE NELSON, Plaintiff, v. APPALACHIAN FUELS, LLC, and
JOHN DOE ENTITIES 1-5, Defendants, Civil Action No. 2:12-8541,

     * RAYMOND PORTER, in his capacity as Executor of THE ESTATE
OF MABEL PORTER, Plaintiff, v. APPALACHIAN FUELS, LLC, and JOHN
DOE ENTITIES 1-5, Defendants, Civil Action No. 2:12-8542,

     * LARRY SPRY and THELMA SPRY Plaintiffs, v. APPALACHIAN
FUELS, LLC, and JOHN DOE ENTITIES 1-5, Defendants, Civil Action
No. 2:12-8543,

     * OLEDA WORKMAN, Plaintiff, v. APPALACHIAN FUELS, LLC, and
JOHN DOE ENTITIES 1-5, Defendants, Civil Action No. 2:12-8544

A copy of the Court's April 8, 2013 Memorandum Opinion and Order
is available at http://is.gd/obWpV7from Leagle.com.

                      About Appalachian Fuels

Ashland, Kentucky-based Appalachian Fuels, LLC, a coal mining
company, produced and sold coal for electric utilities and coking
coal plants.  It had surface mines and underground mining
operations in eastern Kentucky and West Virginia.  Appalachian
Fuels operated as a subsidiary of Energy Coal Resources, Inc.

An involuntary petition for liquidation under Chapter 7 was filed
against Appalachian Fuels (Bankr. E.D. Ky. 09-10343) on June 11,
2009.  On June 29, 2009, the Bankruptcy Court converted the
Debtor's Chapter 7 bankruptcy to a Chapter 11.

Some of Appalachian Fuels' affiliates filed Chapter 11 petitions
and on July 17, 2009, the Court ordered that the Debtor's Chapter
11 bankruptcy be jointly administered with the bankruptcies of its
affiliates.  The cases being jointly administered with Appalachian
Fuels include: Appalachian Holding Company, Inc. (Case No.
09-10372); Appalachian Premium Fuels, LLC (Case No. 09-10373);
Appalachian Environmental, LLC (Case No. 09-10374); Kanawha
Development Corporation (Case No. 09-10375); Appalachian Coal
Holdings, Inc. (Case No. 09-10405); and Southern Eagle Energy, LLC
(Case No. 09-10406).

On July 14, 2009, the Court appointed the Official Committee of
Unsecured Creditors.

On Dec. 19, 2011, the Court entered an Agreed Order of
Confirmation of the Debtors' and Committees' Plan of Orderly
Liquidation and Distribution.  Pursuant to the terms of the Plan,
on the Jan. 3, 2012, effective date, the Official Committee of
Unsecured Creditors was dissolved and the App Fuels Creditors
Trust was established.  A Liquidating Trustee was appointed to
continue pursuit of causes of action on behalf of the Debtor.

Larry Addington, which owns a 30% stake in Energy Coal Resources
Inc., filed for personal Chapter 11 bankruptcy (Bankr. E.D. Ky.
Case No. 12-10029) on Jan. 26, 2012.


ARCAPITA BANK: Disc. Statement Hearing Adjourned Until April 26
---------------------------------------------------------------
The hearing on Arcapita Bank B.S.C.(c), et al.'s motion for an
order approving the disclosure statement for the Debtors' joint
Chapter 11 Plan and motion to further extend the Debtors exclusive
solicitation period, previously scheduled for April 19, 2013, at
11:00 a.m.. has been adjourned until April 26, 2013, at 11:00
a.m., or such later time as counsel may be heard.

                        About Arcapita Bank

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

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

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

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

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

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

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

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

On Feb. 8, 2013, the Debtors filed with the Bankruptcy Court a
disclosure statement in support of their Joint Plan of
Reorganization, dated Feb. 8, 2013.  The Plan contemplates, among
others, the entry of the Debtors into a $185 million Murabaha exit
facility that will allow the Debtors to wind down their businesses
and assets for the benefit of all creditors and stakeholders.


ATHLON HOLDINGS: S&P Assigns 'B' CCR & Rates $400MM Notes 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Ft. Worth, Tex.-based Athlon Holdings L.P.  The
outlook is stable.  At the same time, S&P assigned its 'CCC+'
issue rating to Athlon's proposed $400 million senior-unsecured
notes due 2021.  Athlon Finance Corp. is a co-issuer of these
notes.  The recovery rating is '6', indicating S&P's expectation
of negligible (0% to 10%) recovery in the event of a payment
default.

S&P expects Athlon will use proceeds from the offering to repay
outstanding borrowings on its credit facility, repay the company's
second-lien term loan, and pay out a $75 million distribution to
owners (Apollo Global Management LLC).

The ratings on Athlon Holdings L.P. reflect S&P's view of the
company's "vulnerable" business risk, "aggressive" financial risk,
and "adequate" liquidity.  These assessments reflect Athlon's
small asset base and production levels, a high percentage of
undeveloped reserves, lack of geographical diversification, and
spending levels in excess of projected funds from operations (FFO)
during the next two years.  The ratings also reflect the company's
significant exposure to favorable crude oil prices, strong hedging
position for 2013 and 2014, high operatorship of its properties,
low leverage, and experienced management team.

Standard & Poor's views Athlon's business risk profile as
vulnerable.  Athlon was formed in late 2010 by a portion of the
management team from Encore Acquisition Co. (which had been
acquired by Denbury Resources earlier that year).  During the next
two years, Athlon built up its asset base through a series of
acquisitions focused entirely in the Permian Basin of West Texas.
As of year-end 2012, the company had proved reserves of about 86
million barrels of oil equivalent (boe), 80% of which were crude
oil and natural gas liquids, with current production of about
10,000 boe per day.  This positions Athlon at the smaller end of
the range for 'B' rated E&P companies.  In addition, the company's
proved developed percentage is low at just 30% of total reserves,
meaning it will require significant capital to bring these
reserves on production and asset diversity is limited, with 100%
of reserves and production in the Permian.  Also, just 48% of the
company's 92,000 net acres in the basin is currently held-by-
production (HBP), and thus it will require a significant portion
of capital spending for the next two years to hold acreage.
Athlon's drilling program is currently focused on lower-cost
vertical wells, though the company expects to drill up to six
potentially higher return horizontal wells next year.

Athlon's overall cash costs are currently above the midpoint of
the range for the 'B' rating category, but S&P projects they will
decrease over the next year as the company integrates the
properties acquired over the past two years and achieves some
economies of scale.  After averaging about $17.65/boe in 2012, S&P
projects cash costs will decline to below $15/boe this year, which
is near the midpoint of the 'B' category range, despite Athlon's
above-average exposure to crude oil and natural gas liquids (NGL)
production (which generally carry higher operating costs).  The
company's historical finding and development (F&D) costs have been
very competitive at just $10/boe, although this partially reflects
its high percentage of proved undeveloped reserves.  The company's
future development costs to bring its undeveloped reserves on
production are about $18/boe.

S&P expects financial metrics will be above average for the rating
category, given Athlon's solid production growth profile and
exposure to strong oil prices.  However, due to the relatively
small size of Athlon's EBITDA, financial performance and liquidity
are more susceptible to an unexpected drop in oil prices.  S&P
estimates that Athlon will generate EBITDA of about $190 million
in 2013 and $285 million in 2014, resulting in a healthy debt-to-
EBITDA ratio of 2.9x in 2013 and 2.5x in 2014.

S&P's projections are based on the following:

   -- Its base-case assumption is for WTI oil to average $85 per
      barrel (bbl) for the remainder of 2013; $80/bbl in 2014 and
      $75/bbl thereafter.  S&P's assumption is for Henry Hub
      natural gas to average $3 per thousand cubic feet (mcf) for
      the remainder of 2013, and $3.50/mcf in 2014 and thereafter.

   -- S&P forecasts that production will average nearly 11 mboe/d
      in 2013 and nearly 16 million barrels of oil equivalent
      (mboe)/d in 2014 (80% oil and NGLs).  S&P has incorporated
      hedges on about 90% of this year's oil production at
      $88/bbl, and about 60% of next year's oil production at
      $90/bbl (prices adjusted for basis differentials).

S&P characterizes Athlon's liquidity as adequate.  S&P's
assessment incorporates the following expectations and
assumptions.

Liquidity sources will exceed uses by at least 1.2x for the next
12 months, despite capital spending exceeding operating cash flows
during that time.  The company will have $245 million available on
its $292 million borrowing base under its revolving credit
facility due 2018 upon closing of the notes offering.  Athlon will
be able to add reserves through its 2013 drilling program to
maintain or increase its current borrowing base.  S&P expects
Athlon to remain in compliance with the facility's financial
covenant, which requires the company to maintain a debt-to-EBITDA
ratio of 4.75x, with a step-down to 4.5x on June 30, 2014.  S&P
projects that the company will generate funds from operations
(FFO) of $156 million in 2013 and $240 million in 2014.  The
company has set its capital budget, mainly to develop proved
undeveloped reserves and hold acreage, at $285 million in 2013,
and S&P expects an increase in 2014.  S&P expects Athlon to fund
its projected operating cash flow deficit of $130 million in 2013
by drawing on its revolver.  S&P believes that in a weak commodity
price environment, Athlon could cut its capital spending to
$150 million to $200 million per year, which would allow it to
hold its acreage.

For the complete recovery analysis, see Standard & Poor's recovery
report on Athlon Holdings L.P., to be published following the
release of this report.

The stable outlook incorporates S&P's expectation that it is
unlikely to raise or lower the corporate credit rating during the
next 12 months.  S&P expects that Athlon will continue to develop
its asset base, with production and costs in line with its current
projections.  S&P also expects the company will maintain debt-to-
EBITDA of about 4x or less and that liquidity will remain
adequate.

A downgrade to 'B-' could occur if the company's debt leverage
breaches 5x or if liquidity deteriorates meaningfully, which S&P
sees as unlikely within the next year.  However, this could occur
if Athlon outspends internal cash flows by more than S&P currently
contemplates, or if production falls short of its expectations.
An upgrade would require Athlon to grow proven reserves to about
100 mboe, with at least 40% proved developed, and achieve
production of more than 20,000 boe per day.


ATLATSA RESOURCES: Unveils Revised Restructure Plan
---------------------------------------------------
Atlatsa Resources Corporation reports the following announcement
referenced in its March 27, 2013 news release.

1. Introduction

The boards of directors of Anglo American Platinum, a 79.9% held
subsidiary of Anglo American plc, Atlatsa and Atlatsa Holdings
(Proprietary) Ltd (formerly known as Pelawan Investments, the
controlling Black Economic Empowerment shareholder of Atlatsa) on
April 9 disclosed that they have concluded binding definitive
agreements for the revised restructure, recapitalization and
refinancing of Atlatsa and the Bokoni group of companies.

2. Background

On February 2, 2012, the Parties announced that they had entered
into a binding term sheet for the initial phase of the Restructure
Plan.

In February 2012, the Parties also appointed a new management team
at the Bokoni Platinum Mine.

During 2012 the new management team at Bokoni Mine, together with
the Parties, undertook a detailed strategic review of all
technical, operational and financing assumptions informing the
existing mine extraction and financing strategy at Bokoni Mine,
having regard to both macro and micro economic factors affecting
both the Bokoni Mine, as well as the PGM industry and its outlook
in general.

Based on the results of the 2012 Strategic Review the Parties
undertook to implement the Revised Restructure Plan, comprising a
lower-risk operating and financing plan for Atlatsa and the Bokoni
Mine going forward.

On implementation of the Revised Restructure Plan, Atlatsa and the
Bokoni Group will be well positioned to implement their business
strategy on a more conservative, lower risk and sustainable basis.

The Revised Restructure Plan retains most of the elements agreed
between the Parties in the Initial Restructure Plan and improves
upon the Initial Restructure Plan as follows:

-- A new and more conservative operating and financing plan for
Bokoni Mine through to 2020.

-- A simplification to the equity capital structure (as set out in
paragraph 4.2 below) of Atlatsa which results in:

-- an equity capital injection into Atlatsa of ZAR750 million
(US$88.35 million) by Anglo American Platinum subscribing for 125
million new common shares in Atlatsa at ZAR6.00 per share (US$0,71
cpc), the proceeds of which will be used to further reduce
Atlatsa's outstanding debt;

-- the unwinding of the historical "B" preference share
arrangement, such that Atlatsa will have one class of common
shares going forward; and

-- an increase in the BEE shareholding in Atlatsa from 51% to 62%
(fully diluted), facilitated by Anglo American Platinum selling
115.8 million Atlatsa common shares, arising from the unwind of
the "B" preference shares, to Atlatsa Holdings for ZAR463 million
(US$54.54 million) on a vendor financed basis.

-- An amendment to the debt capital structure and financing terms
of Atlatsa, which results in the following revisions to the
existing debt facility between Atlatsa and Anglo American
Platinum:

-- a 75% reduction in Atlatsa's debt from ZAR3.28 billion
(US$386.38 million) to approximately ZAR833 million (US$98.13
million), as at December 31, 2012;

-- an increase in the existing debt facility by ZAR700 million
(US$82.46 million) made available to Atlatsa to finance its 51%
pro rata share of the planned expansion at Bokoni Mine through to
2020, with a maximum facility limit of ZAR1.55 billion (US$182.54
million); and

-- a reduction in Atlatsa's estimated effective cost of borrowing
from 13% to 2% over the debt term period between 2013 to 2020.

3. Transaction Rationale

The Parties' original intention for the creation of the Bokoni
Group, first announced in 2007 and later modified in 2009, sought
to transform the South African PGM mining landscape by Anglo
American Platinum facilitating the transformation of Atlatsa and
the Bokoni Group into a sustainable, historically disadvantaged
South African controlled PGM producer.

Based on the outcome of the 2012 Strategic Review, the Parties
agreed that in order to meet the original objectives for the
empowerment transaction, it was necessary to implement the Revised
Restructure Plan in order to place both Atlatsa and the Bokoni
Group on a firmer footing.

4. Revised Restructure Plan

The key features of the Revised Restructure Plan include, inter
alia:

4. New Operating Plan

The 2012 Strategic Review determined to scale the Bokoni Mine as a
160,000 tpm operation through to 2020, relative to its existing
installed concentrator plant processing capacity.  Accordingly,
material capital expenditure associated with the proposed UG2
expansion plan at Bokoni Mine, estimated at ZAR2.3 billion
(US$270.94 million) has been deferred beyond 2020.

In an effort to further reduce unit operating costs, the 2012
Strategic Review identified certain potential Merensky open cast
project opportunities which, subject to final regulatory
approvals, will be exploited from 2013 onwards.  This will allow
the Bokoni Mine to meet its installed processing capacity in the
near term with ore from both open cast and underground mining
operations, whilst its underground mining operations build up from
100,000 tpm (current) to 160,000 tpm over the next five years.

On successful implementation of the new operating plan the Bokoni
Mine will double its production profile from its existing base of
approximately 115,000 PGM ounces per annum to 250,000 PGM ounces
per annum between 2013 and 2016.

The new operating plan will result in Bokoni Mine becoming a
predominantly Merensky Reef producer, accounting for approximately
70% of its total estimated production in the medium-term.

The capital cost estimate for the new expansion plan at Bokoni
Mine is ZAR1.1 billion (US$129.58 million) in 2012 money terms.
This estimate includes capital required for the completion of the
Brakfontein Merensky project and the revised Middelpunt Hill UG2
project.

Atlatsa will finance its 51% pro rata share of expansion plans at
Bokoni Mine (estimated at ZAR 561 million (US$66.09 million) from
internal cash flows generated at Bokoni Mine, together with its
available credit facilities of ZAR 700 million (US$82.46 million)
to the extent required.

The new operating plan at Bokoni Mine is considered a lower-risk,
less capital intensive and more conservative plan from both an
operational and financing perspective.

4.2Debt and Equity Capital Restructure

Atlatsa will sell its attributable interest in the Eastern section
of the Ga-Phasha project and the entire Boikgantsho project
(comprising an estimated total of 31.4 million PGM undeveloped
Resource ounces) to Anglo American Platinum for a purchase
consideration of ZAR1.7 billion (US$200.26 million).  All the
proceeds received from the Asset Sale will be utilised by Atlatsa
to reduce existing debt owing to Anglo American Platinum.

Anglo American Platinum will subscribe for 125 million new common
shares in Atlatsa at ZAR6.00 per share ($0.71), all the proceeds
of which will be used to further reduce existing debt owing to
Anglo American Platinum.

The net effect of the Revised Restructure Plan for Atlatsa is a
75% reduction in the Company's debt as at December 31, 2012
through a series of transactions.

The reduced Atlatsa debt balance owing to Anglo American Platinum
in terms of the existing debt facility will be approximately
ZAR833 million (US$98.13 million) at December 31, 2012.  Anglo
American Platinum will make available additional credit of
approximately ZAR700 million (US$82.46 million) up to a facility
limit of ZAR1.55 billion under the existing facility for Atlatsa
to finance its 51% pro rata share of expansion plans at Bokoni
Mine.

The Debt Facility will be available to Atlatsa for seven years
terminating on December 31, 2020 and will attract a variable
interest rate, with a reduced interest charge during the initial
debt profile term between 2013 - 2015 (comprising the capital
intensive phase of the growth operations at Bokoni Mine) and
escalating at an increased rate depending on the amount owing by
Atlatsa under the Debt Facility over the funding period/

The weighted average effective interest rate of the Debt Facility
is estimated to be 2% per annum, thereby reducing Atlatsa's
expected cost of debt by 85% from approximately 13% to
approximately 2% through to 2020.

There will be no fixed repayment terms for the Debt Facility
through to 31 December 2018. However, Atlatsa will be required to
fully repay the Debt Facility to Anglo American Platinum by 31
December, 2020.  There will be no penalty for early repayment.
Atlatsa will be required to reduce the Debt Facility owing to
Anglo American Platinum to an outstanding balance (including
capitalised interest) of:

I. no more than ZAR 1 billion (US$117.8 million) as at December
31, 2018;

II. no more than ZAR 500 million (US$58.90 million) as at
December 31, 2019; and

III. zero as at December 31, 2020.

Atlatsa will be obliged to utilize 90% of its attributable share
of free cash flows generated from Bokoni Mine operations to
service the Debt Facility and 10% of such free cash flow will be
available as a "trickle dividend" in favor of Atlatsa.  Atlatsa
will not be required to effect any mandatory refinancing of the
Debt Facility during the debt term through to 2020.

4. Unwinding the "B" preference share structure

The parties will unwind the "B" preference share structure in
Atlatsa, such that Atlatsa will have only one class of common
shares going forward.

Anglo American Platinum will subsequently sell its 115.8 million
common shares in Atlatsa, arising from the unwind of the "B"
preference shares, to Atlatsa Holdings for ZAR463 million
(US$ 54.54 million) through a vendor finance loan.  Pursuant to
such sale, Atlatsa Holdings will increase its shareholding in
Atlatsa from 51% (current) to 62%, thereby creating additional
equity financing flexibility for Atlatsa to raise additional
financing through equity issuances and still maintain a 51% BEE
majority shareholding in the company if required.

There are no fixed repayment terms for the Vendor Finance Facility
through to December 31, 2018.  However, Atlatsa Holdings will be
required to fully repay the Vendor Finance Facility to Anglo
American Platinum by December 31, 2020.  There will be no penalty
for early repayment.  Atlatsa Holdings will be required to reduce
the Vendor Finance Facility owing to Anglo American Platinum to an
outstanding balance (including capitalized interest) of:

I. no more than ZAR 232 million (US$27.33 million) as at
December 31, 2018;

II. no more than ZAR 116 million (US$13.66 million) as at
December 31, 2019; and

III. zero as at December 31, 2020.

Atlatsa Holdings will provide security to Anglo American Platinum
in relation to the Vendor Finance Facility by way of a pledge and
cession of its entire shareholding in Atlatsa, which shares remain
subject to a lock-in arrangement through to 2020.  Should Atlatsa
Holdings be unable to meet its minimum repayment commitments in
terms of the Vendor Finance Facility repayment obligations between
2018 to 2020, Atlatsa will have a discretionary right, with no
obligation, to step in and remedy such obligation in order to
protect its BEE shareholding status, subject to commercial terms
being agreed between Atlatsa Holdings and Atlatsa for that
purpose.

Subsequent to the implementation of the Revised Restructure Plan
Atlatsa's fully diluted shares in issue will increase to 555
million shares outstanding, with the following resultant
shareholding:

        Shareholder                            # of shares %
                                            of share capital
        Atlatsa Holdings (BEE) to be nominally 343 million 61.9%
        held in the name of the Pelawan Trust
        Anglo American Platinum                125 million 22.6%
        Employee, Community Trusts and Public  87 million  15.5%
        Total                                  555 million 100%

4. Other agreements

The Bokoni Group will extend its existing concentrate purchase
agreement with Anglo American Platinum on the same terms and
conditions for a period of seven years, terminating on 31 December
2020.

Atlatsa will retain its existing option to acquire an ownership
interest in Anglo American Platinum's Polokwane smelter complex on
terms agreed between Rustenburg Platinum Mine and Atlatsa.

5. Conditions precedent

The implementation of the Revised Restructure Plan will be
subject, inter alia, to the fulfillment or, where appropriate,
waiver of the following conditions precedent:

-- Approval by the shareholders of Atlatsa;

-- All of the agreements constituting the Revised Restructuring
Plan becoming unconditional;

-- To the extent required, unconditional approval by the
Competition Authorities of South Africa;

-- To the extent required, unconditional approval by the South
African Reserve Bank; and

-- Approval of the Revised Restructure Plan by the relevant
regulatory authorities including the TSX Venture Exchange, JSE
Limited, NYSE-MKT, the South African Department of Mineral
Resources and ministerial approval of the transfer of mineral
rights.

6. Effective date of the Revised Restructure Plan

The Effective Date of the Revised Restructure Plan is subject to
the fulfilment of the conditions precedent as set out above.
Further information will be provided once the conditions have been
fulfilled.

7. Pro forma Financial effects relating to the Revised Restructure
Plan and renewal of cautionary announcement

Shareholders are advised that the financial effects of the Revised
Restructure Plan are still being determined and may have a
material effect on the price of Atlatsa securities. Accordingly,
shareholders are advised to continue exercising caution when
dealing in Atlatsa securities until a further announcement is
made.  A further announcement will be released on the Securities
Exchange News Service, filed on SEDAR and published in the South
African press as soon as the financial effects have been
finalized.

8. Categorization in terms of JSE Listings Requirements

The Asset Sale constitutes a category 1 disposal to a related
party under the provisions of section 9.5(b) read with section 10
of the Listings Requirements of the JSE and the subscription of
shares by Anglo American Platinum constitutes a specific issue of
shares for cash under the provisions of section 5 of the Listings
Requirements of the JSE.

9. Information circular to shareholders

An information circular containing full details of the Revised
Restructure Plan and relevant agreements and incorporating a
notice of general meeting of Atlatsa shareholders, will be posted
to Atlatsa shareholders, in due course.

A detailed copy of the revised restructure plan is available at:
http://is.gd/fko5BO


ATP OIL: Balks at Motion to Compel Remittance of ORRI Proceeds
--------------------------------------------------------------
Macquarie Investments LLC and Keba Energy LLC filed an emergency
motion with the Court seeking an order compelling ATP Oil & Gas
Corporation to (i) immediately comply with the Court's August 24,
2012 "ORRI Payment Order" by immediately remitting to them, as
applicable, via wire transfer, "March ORRI Proceed Amounts" and to
comply with the ORRI Payment Order in the future, and (ii) to
escrow any future ORRI Proceeds upon receipt pending timely
remittance of the Proceeds.

Prior to the Petition Date, the ORRI Owners purchased, directly or
indirectly, from ATP certain overriding royalty interests (ORRIs)
arising out of certain of the Debtor's federal oil and gas leases
located on the outer continental shelf adjacent to the State of
Louisiana known as the "Gomez Leases" and the "Telemark Leases".
On August 24, 2012, the Court entered an order on the Debtor's
emergency motion for an order authorizing (1) payment of funds
attributable to ORRIs in the ordinary course of business and (2)
payment of funds attributable to net profits interests subject to
further order of the court requiring disgorgement thereof.

Macquarie and Keba began receiving ORRI Proceeds from the Debtor
after the entry of the ORRI Payment Order and their execution and
delivery of the Disgorgement Agreements.  The Debtor was obligated
under the ORRI Payment Order and the Transaction Documents to
remit no later than March 29, 2013, ORRI Proceeds aggregating
$2,246,007.95 to Macquarie; and ORRI Proceeds relating to the
production month of February for $681,237.345 to Keba.  However,
the Debtor failed to remit the March ORRI Proceed Amounts by the
March 29, 2013 deadline.

Macquarie and Keba contend that the Debtor is in contempt of the
Court's ORRI Payment Order and should be compelled immediately to
comply with the Order and to immediately remit the March ORRI
Proceed Amounts.  Macquarie and Keba further ask the Court to
forbid the Debtor from using the ORRI Proceeds, and to order
sanctions against the Debtor in such amounts as may be determined
appropriate by the Court, including attorneys' fees and costs
incurred in filing their request to compel or in obtaining payment
of the March ORRI Proceed Amounts and any contempt sanctions.

ATP Oil responded saying the motion should be denied because it
has already initiated wire transfers to all previously unpaid
parties holding ORRIs, including Macquarie and Keba.  ATP Oil said
Macquarie and Keba have made serious allegations and emergency
consideration of these matters would not be appropriate.
According to the Debtor, it should not be penalized or sanctioned
because Macquarie and Keba made a rash decision to file a needless
emergency motion, and that both should not be granted benefits to
which they are not entitled to under the express terms of their
contracts with ATP Oil.

Credit Suisse AG, Cayman Islands Branch, as DIP Agent and certain
of the Debtor's DIP Lenders also filed a response to rebut any
allegation or insinuation that they influenced any decision by the
Debtor regarding the ORRI Proceeds. They told the Court that
contrary to Macquarie and Keba's assertions, they did not direct
the Debtor or otherwise participate in any way in the Debtor's
alleged decision not to remit the ORRI Proceeds to Macquarie and
Keba.  In fact, counsel and other advisors for the DIP Agent and
the DIP Lenders did not learn of the dispute between the Debtor
and Macquarie and Keba until the morning the Motion was 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.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special 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.


ATP OIL: Davis and Calypso Wants Stay Modified to Pursue Claims
---------------------------------------------------------------
Davis Offshore, L.P. and Calypso Exploration, LLC f/k/a Stephens
Production Company LLC seek modification of the automatic stay to
proceed with arbitration of their claims against Pioneer National
Resources, Inc., for satisfaction of its contractual withdrawal
payment obligations which includes certain estimated plugging and
abandonment expenses that are due and owing to Davis and Stephens.

Prior to the Petition Date, ATP Oil & Gas Corporation asserted
claims related to those withdrawal payment obligations and all of
the parties were ordered to arbitrate their dispute by the U.S.
District Court for the Eastern District of Louisiana and were
making progress in the arbitration proceeding prior to the Chapter
11 filing.

Davis and Calypso now seek relief from the Court to allow the
parties to continue forward with arbitration.

                         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.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special 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.


AUTO CARE MALL: Seeks Dismissal of Chapter 11 Case
--------------------------------------------------
Auto Care Mall of Fremont, Inc., asks the Bankruptcy Court to
enter an order:

   * dismissing its bankruptcy case, conditioned upon the payment
of accrued and unpaid fees payable to the U.S. Trustee and the
Debtor's undisputed and unpaid administrative expenses and
unsecured claims no later than seven days after entry of an order
dismissing the Chapter 11 case; and

   * retaining jurisdiction following dismissal for the limited
purpose of determining the fees and costs due to the Court-
approved professionals.

                       About Auto Care Mall

Auto Care Mall of Fremont, Inc., in San Jose, California, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 12-56050)
on Aug. 15, 2012.  The only shareholders of the Debtor are
Dan Duc (50%) and his wife (50%).  Judge Stephen L. Johnson
presides over the case.  The Law Office of Patrick Calhoun, Esq.,
serves as the Debtor's counsel.  The petition was signed by Gina
Baumbach, vice president.

On May 18, 2012, at the behest of the secured lender, Bank of
Marin, the Alameda County Superior Court of the State of
California appointed Susan L. Uecker as receiver to the Debtor's
real property commonly known as 40851-40967 Albrae Street, in
Fremont, California.  The Superior Court appointed the receiver to
address the Debtor's mismanagement and misappropriation of the
bank's cash collateral.

The property is improved with four single story warehouse
buildings totaling 38,226 square feet and is occupied exclusively
with auto service related businesses.  The property consists of
15 units, three of which are currently vacant.  The property
generates monthly rents totaling roughly $34,492 in addition to
common area maintenance charges totaling $8,235.

According to Bank of Marin, the Debtor owes the bank roughly
$6.5 million under two prepetition promissory notes.  The Debtor's
Schedule D identifies a judgment lien against the property held by
Bank of America to secure a $6 million claim scheduled by the
Debtor as a non-contingent, liquidated, and undisputed held by
Bank of America.   The Debtor's Schedules D identifies non-
contingent, liquidated and undisputed claims totaling $11.105
million that encumber the property, which the Debtor values at
$7.4 million.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.


AVANTAIR INC: Issues Additional $1.9 Million Convertible Notes
--------------------------------------------------------------
As previously reported, Avantair, Inc., entered into a Note and
Warrant Purchase Agreement providing for the issuance of an
aggregate of up to $10 million in principal amount of senior
secured convertible promissory notes and warrants to purchase up
to an aggregate of 40,000,000 shares of common stock at an initial
and additional closings.

At the initial closing, which occurred on Nov. 30, 2012, the
Company issued to certain members of the Company's Board of
Directors and their affiliates Notes in an aggregate principal
amount of $2.8 million and Warrants to purchase an aggregate of
11,200,000 shares.  Furthermore, the Company issued to a total of
eleven accredited investors Notes in an aggregate principal amount
of $2,962,500 and Warrants to purchase an aggregate of 11,850,000
shares.  At an additional closing on March 29, 2013, the Company
issued to an accredited investor Notes in an aggregate principal
amount of $1,970,000 and Warrants to purchase an aggregate of
7,880,000 shares of common stock.

The Notes bear interest at an initial rate of 2.0% per annum,
which increased to 12.0% per annum as a result of the Company not
obtaining stockholder approval by March 31, 2013, to increase the
Company's authorized shares of common stock so that a sufficient
number of shares are reserved for the conversion of the Notes.
Upon the Company obtaining stockholder approval to increase the
authorized shares of common stock, the interest rate will revert
to a rate of 2% per annum.  Holders of the Notes may, at their
option, elect to convert all outstanding principal and accrued but
unpaid interest on the Notes into shares of common stock at a
conversion price of $0.25 per share, but may convert only a
portion of those Notes if an inadequate number of authorized
shares of common stock is available to effect that optional
conversion.  Holders of the Notes are entitled to certain anti-
dilution protections.  The Company may prepay the Notes on or
after the Nov. 28, 2014.  The Notes have a maturity date of
Nov. 28, 2015, unless the Notes are earlier converted or an event
of default or liquidation event occurs.

The Warrants are exercisable at an exercise price of $0.50 per
share, which exercise price is subject to certain anti-dilution
protections, but the Warrants may not be exercised unless a
sufficient number of authorized shares of common stock are
available for the exercise of the Warrants.  The Warrants expire
on Nov. 30, 2017.

As previously reported, the Company entered into a Security
Agreement dated Nov. 30, 2012, to secure its senior secured
convertible promissory notes issued in the Financing.  The Notes
issued on Feb. 1, 2013, will be secured under the Security
Agreement by a first priority security interest in substantially
all of the assets of the Company that are not otherwise encumbered
and excluding all aircraft, fractional ownership interests in
aircraft, restricted cash, deposits on aircraft and flight hour
cards.  As previously reported, the Company also entered into a
Registration Rights Agreement dated Nov. 30, 2012, pursuant to
which the Company has agreed to register under the Securities Act
of 1933, as amended, the shares of common stock issuable upon
conversion of the Notes.

                         About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company's balance sheet at Dec. 31, 2012, showed $81.56
million in total assets, $120.25 million in total liabilities,
$14.84 million in series a convertible preferred stock, and a
$53.53 million total stockholders' deficit.


BANBURY METROLOFTS: Court Narrows Suit Against BMO Harris
---------------------------------------------------------
Banbury Metrolofts, LLC, sued BMO Harris Bank, N.A., seeking to
avoid the lien BMO Harris asserts against the debtor's property
and a declaration that BMO Harris is not the successor to the
original lender in any event.  Count I alleges that the mortgage
upon which BMO Harris relies should be avoided under section
544(a)(3) of the Bankruptcy Code because the mortgage that was
recorded did not state the interest rate or the maturity date of
the loan.  In Count II, the debtor seeks a declaration that BMO
Harris does not have a valid assignment of the note and mortgage
so its secured claim should be valued at zero under Sec. 506(d).
In Count III, the debtor alleges that BMO Harris is not the owner
of the note and mortgage and seeks a declaratory judgment that BMO
Harris has no valid lien on the debtor's property.  BMO Harris
filed a motion to dismiss all three counts.

The court denied the motion with respect to Counts II and III
without briefing but set a briefing schedule regarding Count I.

In a March 25 Memorandum Opinion available at http://is.gd/6C1BEE,
Judge Carol A. Doyle granted the motion to dismiss Count I because
the debtor has failed to state a claim.

The debtor alleges in the complaint that BMO Harris filed a
foreclosure action in state court to foreclose on the debtor's
property pursuant to a mortgage the debtor granted in favor of
Amcore Bank, N.A., that was recorded in February 2007.  Before the
state court ruled on a motion to appoint a receiver, the debtor
filed for bankruptcy.

According to Judge Doyle, "Count I alleges that the mortgage fails
to state the interest rate and the maturity date.  The Amcore
mortgage was sufficient as a matter of law to provide constructive
notice of the lien of the owner of the debtor's promissory note up
to the amount of $20 million.  A bona fide purchaser without
notice could not prevail over the owner of the note and mortgage
under Illinois law.  The debtor therefore fails to state a claim
to avoid the mortgage lien under section 544(a)(3).  Count I will
be dismissed."

The lawsuit is, Banbury Metrolofts, LLC v. BMO Harris Bank, N.A.,
Adv. Proc. No. 12 A 01614 (Bankr. N.D. Ill.).

Attorneys for the Plaintiff are Cornelius P. Brown, Esq., and Amy
E. Daleo, Esq. -- nbrown@cohonraizes.com and
adaleo@cohonraizes.com -- at Cohon, Raizes & Regal, LLP

Attorneys for the Defendant are Edmond M. Burke, Esq., and Miriam
R. Stein, Esq. -- eburke@chuhak.com and mstein@chuhak.com -- at
Chuhak & Tecson, P.C.

Banbury Metrolofts LLC, based in Arlington Heights, Illinois,
filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No.
12-33300) on Aug. 22, 2012, represented by David K. Welch, Esq.,
at Crane Heyman Simon Welch & Clar and listing under $10 million
in both assets and debts.  Judge Carol A. Doyle oversees the case.
A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-33300.pdf The petition was signed
by Dennis L. Hesse, manager.


BANYAN RAIL: DaszkalBolton LLP Raises Going Concern Doubt
---------------------------------------------------------
Banyan Rail Services Inc. filed on March 25, 2013, its annual
report on Form 10-K for the year ended Dec. 31, 2012.

DaszkalBolton LLP, in Boca Raton, Fla., expressed substantial
doubt about Banyan Rail's ability to continue as a going concern,
citing the Company's net capital deficiency, recurring losses and
negative cash flows from operations.  "In addition, subsequent to
Dec. 31, 2012, the operating subsidiary of the Company filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code in the United States Bankruptcy Court Southern District of
Florida, which consequently was converted to a case under Chapter
7 of the Bankruptcy Code.

The Company reported a net loss of $8.9 million on $5.9 million of
revenues in 2012, compared with a net loss of $829,050 on
$5.3 million of revenues in 2011.

Goodwill and intangible assets were deemed impaired as of Dec. 31,
2012 and resulted in a charge of $4.9 million for the period then
ended.  The assets were deemed impaired due to the non-renewal of
the contract from which both of these assets related.

The Company's balance sheet at Dec. 31, 2012, showed $3.1 million
in total assets, $6.0 million in total liabilities, and a
stockholders' deficit of $2.9 million.

A copy of the Form 10-K is available at http://is.gd/KOrz7E

Boca Raton, Florida-based Banyan Rail Services Inc., through its
subsidiary, The Wood Energy Group, Inc., engages in the railroad
tie reclamation and disposal business primarily in Texas and
Louisiana.  On Feb. 5, 2013, the voluntary petition of The Wood
Energy Group, Inc., for reorganization under Chapter 11 was
converted to Chapter 7.  It had filed for Chapter 11 bankruptcy on
Jan. 11, 2013.


BENCHMARK CAPITAL: Foreclosure Buyer's Bid for Stay Relief Denied
-----------------------------------------------------------------
Bankruptcy Judge Richard Stair, Jr., denied the request filed by
William Raymond Bicknell, Jr., for relief from the automatic stay
in the Chapter 7 bankruptcy case of Benchmark Capital, Inc.

Mr. Bicknell wants the Court to annul the automatic stay and
retroactively validate a post-petition foreclosure sale of real
property located at 2710 Ball Camp Byington Road, Knoxville,
Tennessee.  Mr. Bicknell acquired the property at the sale held in
July 2012.

F. Scott Milligan, Chapter 7 Trustee, objects to Mr. Bicknell's
request.

According to Judge Stair, there is nothing in the record to prove
that Mr. Bicknell will be unduly prejudiced if the automatic stay
is not annulled or that he would have been granted relief from the
automatic stay had he requested relief.  The Ball Camp Byington
Road Property is property of the Debtor's bankruptcy estate and as
a creditor, Mr. Bicknell, assuming the integrity of its lien, will
have the rights afforded a secured creditor.

The judge also held that the Debtor did not abuse the bankruptcy
process by the filing of the bankruptcy case and that denial of
the Motion for Stay Relief puts Mr. Bicknell on the same level as
the Debtor's other creditors.

A copy of the Court's April 9, 2013 Memorandum is available at
http://is.gd/gV0Z35from Leagle.com.

Dan D. Rhea, Esq. -- Drhea@adhknox.com -- at Arnett, Draper &
Hagood, argues for William Raymond Bicknell, Jr.

Maurice K. Guinn, Esq., and John M. Kizer, Esq. -- mkg@tennlaw.com
-- at Gentry, Tipton & McLemore, P.C. represent F. Scott Milligan,
Chapter 7 Trustee.

Edward J. Shultz, Esq. -- eshultz@ayreslaw.com -- at Ayers &
Parkey, argues for the Debtor.

Benchmark Capital, Inc. filed a Voluntary Petition under Chapter 7
of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 12-33078) on
July 27, 2012.


BERNARD L. MADOFF: Trustee Appeals to Stop Fairfield Settlement
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard L. Madoff Investment
Securities Inc. is appealing a decision from a district judge in
March allowing a settlement to go forward under which Walter Noel
and other individuals associated with Fairfield Greenwich Group
will pay more than $50 million to investors in the funds they
managed.

The report recounts that the Madoff trustee, Irving Picard, argued
unsuccessfully to U.S. District Judge Victor Marrero that the $50
million represents money stolen from customers which he alone has
the right to recover.

Mr. Rochelle relates that one of the procedural steps in the
appeal is to send documents from the federal district court to the
U.S. Court of Appeals in Manhattan where the appeal will be
decided.  The trustee has already sent the records to the appeals
court and his spokeswoman, Amanda Remus, confirmed in an e-mail
that Mr. Picard intends to have the appeal finished quickly.

Mr. Picard, the report relates, is waiting to hear from a
different district judge on whether he can stop a $410 million
settlement between New York Attorney General Eric Schneiderman and
feeder fund manager J. Ezra Merkin. U.S. District Judge Jed Rakoff
heard several hours of argument on March 25.  Judge Rakoff said he
will issue his decision by April 15.

Mr. Picard wants to stop both settlements because they would
benefit only some of those Madoff defrauded.  Mr. Picard said his
recoveries go to all Madoff customers.  Mr. Picard achieved some
success in stopping lawsuits filed by victims on their own.  In
February, the appeals court halted a lawsuit by U.S. Senator Frank
Lautenberg, the New Jersey Democrat, against members of the Madoff
family.

At the end of March, Mr. Picard made a third distribution,
bringing customers' recoveries to 53% of claims aggregating
$17.5 billion.

In district court the unsuccessful lawsuit to enjoin Fairfield
settlement is Picard v. Fairfield Greenwich Ltd., 12-cv-09408,
U.S. District Court, Southern District New York (Manhattan). The
lawsuit to enjoin the settlement in bankruptcy court is Picard v.
Fairfield Greenwich Ltd., 12-02047, U.S. Bankruptcy Court,
Southern District New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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


BIRDSALL SERVICES: State's Bid to Dismiss Bankruptcy Denied
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Michael B. Kaplan denied the
state of New Jersey's request to dismiss the bankruptcy case of
Birdsall Services Group Inc.

According to the report, Judge Kaplan also gave Birdsall, an
indicted New Jersey engineering firm, the right to use
$1.3 million cash to operate the business and cover payroll
through April 22.  He will hold another interim hearing April 19
for continued use of cash.

The state immediately filed an appeal from the April 8
authorization to use cash.  The state was already appealing a
prior authorization for temporary use of cash.

Judge Kaplan granted at the April 8 hearing the U.S. Trustee's
request to appoint a Chapter 11 trustee who supplants management
and the board.  Although none of the incumbent officers are among
those indicted, the U.S. Trustee sought a trustee because the
executives were on board while allegedly criminal activities were
taking place, thus possibly compromising their ability to
investigate.

                      About Birdsall Services

Birdsall Services Group Inc., an engineering firm from Eatontown,
New Jersey, filed for Chapter 11 protection (Bankr. D.N.J. Case
No. 13-16743) on March 29, 2013, when the state attorney general
indicted the business and obtained a court order seizing the
assets.

Birdsall was accused by the state of violating laws prohibiting
so-called pay-to-play, where businesses make political
contributions in return for government contracts.  The state
charged that the company arranged for individuals to make
contributions and then reimbursed the employees.  A company
officer pleaded guilty last year to making political contributions
disguised to appear as though made by individuals.

The Chapter 11 petition filed in Trenton, New Jersey, disclosed
assets of $41.6 million and liabilities totaling $27 million.
Debt includes $3.6 million owing to a bank on a secured claim and
$2.4 million in payables to trade suppliers.


BOSTON BIOMEDICAL: S&P Cuts Long-Term Rating on 1999 Bonds to 'CC'
------------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
rating to 'CC' from 'B' on Boston Biomedical Research Institute's
(BBRI) series 1999 bonds, issued by Massachusetts Development
Finance Agency.

"We lowered the rating based on BBRI's board of trustees' decision
to dissolve the institute and our understanding that the institute
will likely seek a negotiated settlement with bondholders within
the next six months," said Standard & Poor's credit analyst Nick
Waugh.  "The negative outlook reflects our expectation that the
negotiated settlement with bondholders will be for an amount that
is less than outstanding par and accrued interest," said
Mr. Waugh.

Standard & Poor's lowered the long-term rating to 'B' in June 2012
based on its expectation of large operating deficits in fiscal
2012, and understanding that the institute could cover several
years of debt service payments based on existing resources
including an untapped debt service reserve fund.

BBRI's board approved a recommendation to dissolve the institute
on Nov. 15, 2012.  Management reports that a dissolution is
subject to the Massachusetts Attorney General's Office oversight
and a dissolution plan would require Massachusetts Supreme
Judicial Court approval.  As of Feb. 26, 2013, BBRI had
approximately $12.4 million in debt outstanding, according to
management.  S&P understands that the institute is current on debt
service payments and that the institute has not tapped the debt
service reserve ($1.2 million).  Management indicates that the
institute is seeking to sell assets (including a laboratory
building valued at $10.6 million), the proceeds of which could be
used to pay bondholders.  S&P understands, however, that
management believes the proceeds from the building's sale plus
existing unrestricted assets will likely not be sufficient to pay
full principal and accrued interest on the outstanding debt.

Standard & Poor's does not expect to raise the rating given the
board's decision to dissolve the institute and the Institute's
limited resources to pay debt service.


BROWN MEDICAL: Undergoes Restructuring Following Court Approval
---------------------------------------------------------------
Brown Medical Center and the Brown Entities are presently under
restructuring by mutual agreement of the owners and as approved by
court order from the United States Bankruptcy Court, Southern
District of Florida, as of March 14, 2013.  The restructuring is
being pursued for a one year period in lieu of bankruptcy so that
the Brown Entities may reduce debt, promote their employees' and
stakeholders' interests, and return to prosperity.

Retired US Army Brigadier General David L. Grange, CEO of Osprey
Global Solutions, LLC, has been designated the Chief
Reconstruction Officer, CRO, partnering with Stratex Capital, and
has established an initial transition team in Houston.  Mr. Grange
is the former CEO of the McCormick Foundation in Chicago, IL, and
the former CEO of Pharmaceutical Product Development International
in Wilmington, NC, who also brings with him a career as a Special
Forces and Ranger officer, commanding up to the division level.
He has also served as a military commentator for CNN, CBS, and FOX
News.

The ongoing restructuring of the Brown Entities has been initiated
by a broad-based assessment that includes a forensic accountant
team from Stratex Capital led by Gerold Ibler, CEO, as well as a
team of proven expert executives in the fields of leadership,
medicine, law, organizational management, intelligence,
investigation, and security.

The ultimate objective of this effort is to restore the Brown
Entities as a prosperous enterprise that can meet its debts and
obligations, and to move forward with an expanded set of services
and products that optimize the talents and capacities of the Brown
Entities.  To this end, the CRO team is soliciting input from all
stakeholders to assist with the impartial 360 degree assessment's
action plan so that immediate improvement can be instituted and
long range business efficiencies can be developed and put into
practice.

Dr. Abe Walston, Chief Medical Officer, states that "during this
period of reconstructing, our physicians will continue to provide
state-of-the-art surgical care to our patients, not only in the
current services we provide, but also by striving to expand to new
avenues that demand the highest quality to which our patients have
become accustomed."


CABLEVISION SYSTEMS: S&P Retains 'BB' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating and '1' recovery rating to Bethpage, N.Y.-based cable
operator Cablevision Systems Corp.'s aggregate $4.335 billion of
secured credit facilities.  The '1' recovery rating indicates
S&P's expectation for very high (90% to 100%) recovery of
principal in the event of payment default.  The debt, to be
borrowed by Cablevision subsidiary CSC Holdings LLC, consists of a
$935 million term loan A due 2018; a $1.9 billon term loan B due
2020; and a $1.5 billion revolving credit facility due 2018.  The
two new term loans will refinance secured bank debt at CSC
Holdings LLC.  For the complete recovery analysis, see the
recovery report to be published shortly.  S&P's 'BB' corporate
credit rating, stable outlook, and other ratings on Cablevision
and subsidiaries are not affected by the refinancing.

Ratings on Cablevision incorporate S&P's view of the company's
business risk profile as "strong," underpinned by good revenue
visibility on the revenues generated by the core cable unit's
largely subscription-based business model.  Cablevision's metro
New York cable properties are particularly attractive because they
are well-clustered and have favorable demographics.  Superstorm
Sandy hit at the end of October 2012 and caused significant damage
to Cablevision's New York metropolitan area systems which
depressed revenues and EBITDA since, even in those cases where its
plant was in good repair, Cablevision could not provide service
until electric power was restored.  However, even after adjusting
for the storm-related impact on revenue and operating expenses,
EBITDA in 2012 was lowered by forbearance on rate increases as
well as higher expenses related to customer service initiatives.
Cablevision expects to close on the sale of its "Optimum West"
cable properties in the third quarter.  S&P expects the bulk of
the near $600 million of net sale proceeds to reduce debt;
however, with the loss of those systems' EBITDA, consolidated
leverage will not be materially changed.  S&P anticipates leverage
in the mid- to upper-5x range in 2013 including its expectation
that EBITDA will continue to be pressured by ongoing customer
satisfaction and retention initiatives and policies.  In addition
to elevated near-term debt leverage, the rating also reflects
limited clarity on long-term financial policy.  The refinancing
will further improve Cablevision's debt-maturity profile which is
consistent with our assessment of strong liquidity.  Cablevision
reported approximately $11 billion of debt at Dec. 31, 2012.

RATINGS LIST

Cablevision Systems Corp.
Corporate Credit Rating             BB/Stable/--

New Rating

CSC Holdings LLC
Secured Credit Fac.
  $935 Mil. Term Loan A Due 2018    BBB-
   Recovery Rating                  1
  $1.9 Bil. Term Loan B Due 2020    BBB-
   Recovery Rating                  1
  $1.5 Bil. Revolver Due 2018       BBB-
   Recovery Rating                  1


CAMCO FINANCIAL: Reports $4.2-Mil. Net Income in 2012
-----------------------------------------------------
Camco Financial Corporation filed on March 19, 2013, its annual
report Form 10-K for the year ended Dec. 31, 2012.

Plante & Moran PLLC, in Auburn Hills, Michigan, noted that the
Corporation's bank subsidiary is not in compliance with revised
minimum regulatory capital requirements under a formal regulatory
agreement with the banking regulators, and that failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.

As discussed in Note K, Camco's wholly-owned subsidiary Advantage
Bank's Tier 1 capital does not meet the requirements set forth in
the 2012 Consent Order.  As a result, the Corporation will need to
increase capital levels.

The Corporation reported net earnings of $4.2 million on net
interest income (before provision for loan losses) of
$23.9 million in 2012, compared with net earnings of $214,000 on
net interest income of $214,000 on net interest income (before
provision for loan losses) of $25.9 million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$764.2 million in total assets, $704.5 million in total
liabilities, and stockholders' equity of $59.7 million.

A copy of the Form 10-K is available at http://is.gd/OB82Cn

Cambridge, Ohio-based Camco Financial Corporation is a bank
holding company that was organized under Delaware law in 1970.
Camco is engaged in the financial services business in Ohio,
Kentucky and West Virginia, through its wholly-owned subsidiary,
Advantage Bank, an Ohio bank.  On March 31, 2011, Camco divested
activities related to Camco Title Agency and decertified as a
financial holding company.  Camco remains a bank holding company
and continues to be regulated by the Federal Reserve Board.


CAPMARK FINANCIAL: Goldman Wins Dismissal of $147MM Suit
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Goldman Sachs Group Inc. won dismissal of a
$147 million lawsuit brought by creditors of reorganized Capmark
Financial Group Inc.  U.S. District Judge Robert W. Sweet threw
out the lawsuit in a 46-page opinion filed April 9.

The report recounts that Capmark underwent bankruptcy
reorganization in Delaware and implemented a Chapter 11 plan in
September 2011.  Taking control through the plan, the creditors
filed suit the next month in New York against New York-based
Goldman Sachs, intending to recover $147 million from a
refinancing five months before bankruptcy.  Filed in the name of
Capmark, the complaint contends that the $147 million represented
a so-called insider preference where Goldman Sachs was on both
sides of a lending transaction that enabled the investment bank to
improve its position from a pre-existing unsecured loan.  A year
ago, Judge Sweet denied a motion by Goldman Sachs to transfer the
case to federal court in Delaware.

The report notes that the Capmark creditors may have been trying
to avoid Delaware because the suit might have ended up with the
bankruptcy judge who at one time seemed on the brink of ruling
that claims underlying the lawsuit were fatally defective.

The creditors, the report discloses, fared no better when Judge
Sweet reached the merits of the suit.  In his opinion April 9, he
said the allegations in the complaint were fatally flawed. He said
Goldman Sachs didn't qualify as a so-called insider as that term
is defined in bankruptcy law.  He cited cases for the proposition
that a different definition of "insider" in securities law can't
be imported into bankruptcy law.

The report notes that status as an insider was crucial.  If
Goldman Sachs were an insider, the $147 million transaction would
have fallen within the one-year preference period for insiders.
As a non-insider, the preference period is only 90 days, letting
Goldman Sachs off the hook because the transaction came five
months before bankruptcy.

The report adds that Judge Sweet also rejected arguments that
various Goldman Sachs entitles were so-called alter egos of one
another.  When Judge Sweet decided to keep the suit last year, he
said he could make decisions with efficiency equal to the
bankruptcy judge in Delaware.

                     About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provided financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On Oct. 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors were Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel were
Dewey & LeBoeuf LLP, and Richards, Layton & Finger, P.A.  Beekman
Advisors, Inc., is serving as strategic advisor.
KPMG LLP served as tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, served as claims and notice agent.

The Official Committee of Unsecured Creditors tapped Kramer Levin
Naftalis & Frankel LLP as its counsel and JR Myriad 1LLC as its
commercial real estate business advisors.  The Committee also
retained Cutler Pickering Hale and Dorr LLP as its attorneys for
the special purpose of providing legal services in connection with
Federal Deposit Insurance Corporation matters.

Protech Holdings C LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  Protech estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing for Chapter 11, Capmark completed three sales to
generate more than $1 billion in cash.  Berkshire Hathaway Inc.
and Leucadia National Corp. bought most of the business for
$468 million.  In April 2011, Greenline Ventures LLC completed the
acquisition of the New Markets Tax Credit division of Capmark
Financial Group Inc.  Since inception of the NMTC program,
Capmark's NMTC division has closed over $1.1 billion of NMTC
investment funds and financed over $2.5 billion of projects and
businesses in low income communities nationwide.

Capmark won confirmation of its reorganization plan in August 2011
allowing it to distribute about $4 billion of stock, cash and new
debt to unsecured creditors and streamline operations around its
flagship bank.  Unsecured creditors were to receive $900 million
in cash, $1.25 billion in secured notes and 100 million shares in
reorganized Capmark, now a bank holding company.  The plan was
declared effective in October.

Also in October 2011, Capmark closed the sale of its low-income
housing tax credit asset portfolio to Hunt Cos. Inc., a national
real estate services company.  El Paso, Texas-based Hunt was the
successful bidder in the auction of the assets, paying
$102.4 million.


CARAUSTAR INDUSTRIES: S&P Assigns 'B+' CCR; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Austell, Ga.-based Caraustar Industries
Inc.  The outlook is stable.

At the same time, S&P assigned its 'BB' issue-level rating to the
company's proposed five-year $50 million asset-based revolving
credit facility (two notches higher than the corporate credit
rating).  The recovery rating is '1', indicating S&P's expectation
of very high (90% to 100%) recovery for lenders in the event of a
payment default.  S&P also assigned its 'B+' issue-level rating to
the company's proposed six-year $330 million senior-secured term
loan with a recovery rating of '3', indicating S&P's expectation
of meaningful recovery to lenders (50% to 70%) in the event of a
default.

HIG will use proceeds from these offerings to fund its acquisition
of Caraustar.  Total consideration for the acquisition is
approximately $470 million including fees and expenses.

"The corporate credit rating on Caraustar reflects a combination
of what we consider to be the company's 'weak' business risk
profile and 'aggressive' financial risk profile," said Standard &
Poor's credit analyst Thomas Nadramia.

S&P's view of Caraustar's "aggressive" financial risk profile is
predicated on its ownership by a financial sponsor under its
criteria, given its debt to EBITDA (including adjustments for
operating leases and postretirement benefits of about 4.3x pro
forma for the acquisition and S&P's expectation that leverage
will improve.

Caraustar is a vertically integrated manufacturer of 100% recycled
paperboard and converted paperboard products.  The company serves
the four principal recycled boxboard product end-use markets:
tubes and cores; folding cartons; gypsum facing paper; and
specialty paperboard products.

The stable rating outlook reflects S&P's expectation that credit
measures will remain good for the company's aggressive financial
risk profile and 'B+' rating with 2013 debt to EBITDA and FFO to
debt of about 4x and 18%, respectively, based on S&P's
assumptions.  S&P expects Caraustar will maintain strong liquidity
and will not be subject to any financial ratio covenants.

S&P could lower the rating if Caraustar experiences a decline in
volumes due to retraction in economic activity, or if input costs
rise suddenly such that total leverage reached and exceeded 5x on
a sustained basis.  Based on S&P's forecast, this could occur if
2013 sales growth turned negative in conjunction with a 200 bp
decline in margins.

S&P views an upgrade as unlikely due to ownership by a financial
sponsor, which limits its financial risk assessment to aggressive"
under its criteria.  S&P estimates that leverage will remain below
5x based on the company's financial policy and S&P's view of the
financial sponsor owners' financial risk appetite.

S&P also don't expect to take a more favorable view of the
company's "weak" business risk during the next 12 months due to
Caraustar's relatively narrow product and market offering
(recycled fiber products) and its size and scale compared with
much larger producers in the paper and packaging sector.


CARL'S PATIO: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Carl's Patio, Inc., filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property                   0.00
B. Personal Property      $6,228,725.10
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                 $5,217,890.60
E. Creditors Holding
   Unsecured Priority
   Claims                                         $2,425,703.22
F. Creditors Holding
   Unsecured Non-priority
   Claims                                         $5,410,989.62
                         --------------          --------------
TOTAL                     $6,228,725.10          $13,054,583.44

                        About Carl's Patio

Founded in 1993, Carl's Patio claims to be a leading retailer of
upscale outdoor furniture and accessories.  The company operates
10 retail locations and a warehouse in South Florida.  The company
has 68 employees.  The company leases all its locations and do not
own any real property.

Carl's Patio, Inc. and its affiliates sought Chapter 11 protection
(Bankr. D. Del. 13-10102) on Jan. 21, 2013, and immediately
conveyed plans to sell the business to Weinberg Capital, absent
higher and better offers.  Bayard, P.A., represents the Debtor in
its restructuring efforts.  BGA Management, LLC, doing business as
Alliance Management, serves as financial advisor, and Epiq
Bankruptcy Solutions LLC serves as claims and noticing agent.

Carl's Patio estimated total assets and total debts of $10 million
to $50 million.  The Debtor owes $2.19 million on a secured
revolver, and $3.01 million on a term loan from Fifth Third.  The
Debtor also has $600,000 of subordinated debt.


CARL'S PATIO: West Inc. Files Schedules of Assets & Liabilities
---------------------------------------------------------------
Carl's Patio West, Inc., an affiliate of Carl's Patio Inc., filed
with the U.S. Bankruptcy Court for the District of Delaware its
schedules of assets and liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property                   0.00
B. Personal Property        $158,919.00
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                 $5,211,596.00
E. Creditors Holding
   Unsecured Priority
   Claims                                             $8,134.25
F. Creditors Holding
   Unsecured Non-priority
   Claims                                         $1,831,978.81
                         --------------          --------------
TOTAL                       $158,919.00           $7,051,709.06

                        About Carl's Patio

Founded in 1993, Carl's Patio claims to be a leading retailer of
upscale outdoor furniture and accessories.  The company operates
10 retail locations and a warehouse in South Florida.  The company
has 68 employees.  The company leases all its locations and do not
own any real property.

Carl's Patio, Inc. and its affiliates sought Chapter 11 protection
(Bankr. D. Del. 13-10102) on Jan. 21, 2013, and immediately
conveyed plans to sell the business to Weinberg Capital, absent
higher and better offers.  Bayard, P.A., represents the Debtor in
its restructuring efforts.  BGA Management, LLC, doing business as
Alliance Management, serves as financial advisor, and Epiq
Bankruptcy Solutions LLC serves as claims and noticing agent.

Carl's Patio estimated total assets and total debts of $10 million
to $50 million.  The Debtor owes $2.19 million on a secured
revolver, and $3.01 million on a term loan from Fifth Third.  The
Debtor also has $600,000 of subordinated debt.


CASH STORE: Gets NYSE Listing Non-Compliance Notice
---------------------------------------------------
The Cash Store Financial Services Inc. disclosed that on April 2,
2013, it received notice from the New York Stock Exchange that it
is not in compliance with certain NYSE standards for continued
listing of its common shares.  Specifically, Cash Store Financial
is below the NYSE's continued listing criteria because its average
total market capitalization over a recent 30 consecutive trading
day period was less than $50 million at the same time that
reported shareholders' equity was less than $50 million.  Under
the NYSE's continued listing criteria, a NYSE listed company must
maintain average market capitalization of not less than $50
million over a 30 consecutive trading day period or reported
shareholders' equity of not less than $50 million.

Under NYSE rules, Cash Store Financial has 90 days from the date
of the notice to submit a plan to the NYSE demonstrating its
ability to achieve compliance with the listing standards within 18
months of receiving the notice.  Cash Store Financial intends to
submit such a plan.  During such 18-month period, Cash Store
Financial's common shares will continue to be listed and traded on
the NYSE, subject to compliance with other NYSE continued listing
standards.

The notice from the NYSE does not impact Cash Store Financial's
listing on the Toronto Stock Exchange and Cash Store Financial's
common shares will continue to be listed and traded on the TSX,
subject to compliance with TSX continued listing standards.

Cash Store Financial is also announcing that it has filed its
annual report for the year ended September 30, 2012 on Form 20-F
with the SEC.  The Form 20-F, including the audited financial
statements included therein, is available at
http://www.csfinancial.ca

Hard copies of the audited financial statements are available free
of charge on request by calling (780) 408-5110 or writing to:

Attn: Investor Inquiries
      The Cash Store Financial Services Inc.
      15511 123 Avenue Edmonton, Alberta, Canada T5V 0C3

                    About Cash Store Financial

Cash Store Financial is the only lender and broker of short-term
advances and provider of other financial services in Canada that
is listed on the Toronto Stock Exchange (TSX: CSF).  Cash Store
Financial also trades on the New York Stock Exchange (NYSE: CSFS).
Cash Store Financial operates 512 branches across Canada under the
banners "Cash Store Financial" and "Instaloans".  Cash Store
Financial also operates 25 branches in the United Kingdom.

Cash Store Financial is a Canadian corporation that is not
affiliated with Cottonwood Financial Ltd. or the outlets
Cottonwood Financial Ltd. operates in the United States under the
name "Cash Store".  Cash Store Financial does not do business
under the name "Cash Store" in the United States and does not own
or provide any consumer lending services in the United States.

The Company's balance sheet at Dec. 31, 2012, showed C$207.69
million in total assets, C$169.93 million in total liabilities and
C$37.76 million in shareholders' equity.

                          *     *     *

As reported in the Feb. 8, 2013 edition of the TCR, Standard &
Poor's Ratings Services lowered its issuer credit rating on Cash
Store Financial (CSF) to 'CCC+' from 'B-'.  The outlook is
negative.

"The downgrades follow a proposal by the payday loan registrar in
Ontario to revoke CSF's payday lending licenses and CSF's
announcement that it has discontinued its payday loan product in
the region," said Standard & Poor's credit analyst Igor Koyfman.
The company's businesses in Ontario, which account for
approximately one-third of its store count, will begin offering a
new line of credit product to its customers.  S&P believes this is
to offset the loss of its payday lending product; however, this is
a relatively new product, and S&P believes that it will be
challenging for the company to replace its lost earnings from the
payday loan product.  S&P also believe that the registrar's
proposal could lead to similar actions in other territories.


CATALYST PAPER: Reports Net Earnings of C$613.6MM in 2012
---------------------------------------------------------
Catalyst Paper Corporation filed on March 19, 2013, its annual
report on Form 20-F for the year ended Dec. 31, 2012.

According to the regulatory filing, the creditor protection
proceedings raised substantial doubt about the Company's ability
to continue as a going concern.  Management believes that the
implementation of the plan of arrangement under the CCCA and the
Company's emergence from creditor protection proceedings have
resolved the substantial doubt regarding the appropriateness of
the going concern basis of accounting.

The Company's secured and unsecured creditors approved the Plan at
meetings held on June 25, 2012.  The Plan was approved by the
Canadian Court on June 28, 2012, under the CCAA process and by the
United States Court on July 27, 2012, under the Chapter 15
process.  The restructuring under the Plan was completed on Sept.
13, 2012.

The Company reported net earnings of C$613.6 million on
C$1.058 billion of sales in 2012, compared with a net loss of
C$976.6 million on C$1.080 billion of sales in 2011.

The Company incurred impairment and other closure costs of
C$661.8 million in 2011 which consisted mostly of an impairment
charge on the pulp and paper assets of the Company's Canadian
operations in Q4 2011.

The Company's balance sheet at Dec. 31, 2012, showed
C$978.8 million in total assets, C$856.2 million in total
liabilities, and shareholders' equity of C$122.6 million.

A copy of the Form 20-F is available at http://is.gd/V0Wn5H

                       About Catalyst Paper

Catalyst Paper Corp. (TSX: CYT) -- http://www.catalystpaper.com/-
- manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With three mills, located in British
Columbia, Catalyst has a combined annual production capacity of
1.5 million tonnes.  The Company is headquartered in Richmond,
British Columbia, Canada and is ranked by Corporate Knights
magazine as one of the 50 Best Corporate Citizens in Canada.

On Jan. 31, 2012, Catalyst Paper Corporation and certain of its
subsidiaries obtained an Initial Order from the Supreme Court of
British Columbia under the Companies' Creditors Arrangement Act
(CCAA).  The Company applied for recognition of the Initial Order
under Chapter 15 of Title 11 of the U.S. Bankruptcy Code.

Catalyst Paper Corporation and all of its subsidiaries and
partnership successfully emerged from creditor protection
proceedings under the CCAA and Chapter 15 of the U.S. Bankruptcy
Code on Sept. 13, 2012.  The Company met all of the conditions to
implement the second amended plan of arrangement on the emergence
date by securing exit financing consisting of a new asset-based
loan facility (ABL Facility) and new floating rate senior secured
notes (Floating Rate Notes).


CENTRAL EUROPEAN: May 13 Plan Confirmation Hearing Date Set
-----------------------------------------------------------
Central European Distribution Corporation disclosed that following
CEDC's first day hearing, which occurred on April 9, the Delaware
Bankruptcy Court scheduled a hearing to consider confirmation of
the Prepackaged Plan of Reorganization on May 13, 2013.  Voting on
the Plan closed on 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.

According to Bloomberg News, objections to the plan are due May 6.
At the May 13 hearing, the first order of business will be to
decide whether disclosure materials used before bankruptcy were
adequate.

CEDC also announced that Roust Trading Ltd. has informed CEDC that
Roust Trading intends to make an aggregate $5 million payment to
all existing stockholders of CEDC, including Roust Trading, as of
April 5, 2013, if the Plan is confirmed by the Delaware Bankruptcy
Court.  This payment, if made, would not affect the other
recoveries currently indicated under the Plan and will only be
provided on the condition that it does not otherwise impede or
slow down the approval and consummation of the Plan and is
agreeable to the Delaware Bankruptcy Court.  Roust Trading
continues to work with its advisors, as well as the advisors to
CEDC, to assess its ability to make this payment and no assurance
can be given by CEDC, Roust Trading or any other party that this
payment will actually be made.

The financial restructuring, which will eliminate approximately
$665.2 million in debt from CEDC's and CEDC FinCo's balance
sheets, does not involve the Company's operating subsidiaries in
Poland, Russia, Ukraine or Hungary and should have no impact on
their business operations.  Operations in these countries are
independently funded and will continue to generate revenue during
this process.  All obligations to employees, vendors, credit
support providers and government authorities will be honored in
the ordinary course without interruption.

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.  As reported in the April 9, 2013 edition
of the TCR, recovery by creditors and interest holders are as
follows:

                                      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)

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

                            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 US$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 FLORIDA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Central Florida Golf Properties, LLC
        dba Eagle Dunes Golf Club
        1411 Edgewater Drive, Suite 101
        Orlando, FL 32804

Bankruptcy Case No.: 13-04288

Chapter 11 Petition Date: April 9, 2013

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Judge: Cynthia C. Jackson

Debtor's Counsel: Kenneth D. Herron, Jr., Esq.
                  WOLF, HILL, MCFARLIN & HERRON, P.A.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: kherron@whmh.com

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

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 Robert C. Hewitt, manager.


CENTRIC HEALTH: 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 and positive outlook to Toronto-based
Canadian health care services provider Centric Health Corp.

At the same time, Standard & Poor's assigned its 'B-' issue-level
rating and a '4' recovery rating to the company's proposed upward
of C$200 million second-lien secured notes due 2018. A '4'
recovery rating indicates S&P's expectation of average (30%-50%)
recovery in a default scenario.

The ratings on Centric reflect what S&P views as the company's
"highly leveraged" financial risk profile and a "weak" business
risk profile.

"We base the highly-leveraged financial risk assessment on the
large debt burden the company incurred from a recent string of
acquisitions, weak credit protection measures, and very limited
track record of positive free cash flow generation," said Standard
& Poor's credit analyst Arthur Wong.  "The weak business risk
profile reflects Centric's exposure to regulatory and
reimbursement risk, competition in a highly fragmented market, and
integration risk related to the company's recent acquisitions,
which have fueled rapid growth," Mr. Wong added.

Through a string of acquisitions in the past couple of years,
Centric has assembled a diverse group of health care service
businesses in the Canadian market.  It provides private health
care services in Canada from a service base of 980 locations in
seven provinces.  The main near-term challenge for the company is
to integrate the various businesses into a common platform from
which it is can offer its bundled health care services in the
competitive and fragmented Canadian health care industry.  Its
business model benefits from the diversity of the services it
offers, lessening dependence on a single service or payor.  The
company's bundled offerings are also an attractive option to
payors and patients, as health care services can be delivered in a
more efficient and cost-effective fashion.  Centric offers
physiotherapy services, home medical equipment, pharmacy services,
surgical medical centers, and medical assessments.  The diversity
insulates Centric from major regulatory, reimbursement, or
treatment changes in a single service area.  A significant portion
of its services are tailored to the elderly market (that is,
physiotherapy for senior wellness, pharmacy services for the
nursing home sector).  Given Canada's aging demographics,  S&P
believes demand for Centric's services will grow steadily in the
long term.

The positive outlook on Centric reflects S&P's view that, while it
believes adjusted debt to EBITDA will remain high in the near
term, at more than 6x, the company's experienced management team
should be able to quickly and smoothly realize operational
improvements that will yield sales and cost synergies.  S&P
believes the Canadian health care environment remains favorable,
given the long-term demand fundamentals, based on an aging
population, and the increasing pressure for more effective and
cost-efficient delivery of health care services.  Execution of
Centric's integration plan should enable the company to generate a
consistent track record of positive free cash flows and steadily
improving credit measures that support the possibility of an
upgrade in the next 12-18 months.  However, should  unexpected
difficulties in integrating its operations or adverse regulatory
developments that hinder the growth of private health care in
Canada emerge, leading to a drop in EBITDA margins to the mid-
single-digit range and if free cash flows remain negative, the
possibility of an upgrade would be delayed and the outlook revised
to stable.


CLEAN COAL: MaloneBailey LLP Raises Going Concern Doubt
-------------------------------------------------------
Clean Coal Technologies, Inc., filed on March 26, 2013, its annual
report on Form 10-K for the year ended Dec. 31, 2012.

MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Clean Coal's ability to continue as a going concern, noting
that the Company has generated net losses since its inception and
further losses are anticipated.  In addition, the independent
auditors said that the Company requires additional funds to meet
its obligations and the costs of its operations.

The Company reported a net loss of $9.3 million in 2012, compared
with a net loss of $3.3 million in 2011.

In the year ended Dec. 31, 2012, the Company received an initial
license fee of $375,000 from Jindal paid pursuant to the signing
of the Company's pilot plant construction contract.  The balance
of $375,000 will be due upon the successful testing of the pilot
plant, anticipated in the second quarter of fiscal 2013.  The
Company had no revenues for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.6 million
in total assets, $1.6 million in total current liabilities, and
stockholders' equity of $1.0 million.

A copy of the Form 10-K is available at http://is.gd/1U93T6

Clean Coal Technologies, Inc., a cleaner-energy technology company
with headquarters in New York City, holds patented process
technology and other intellectual property that converts raw coal
into a cleaner burning fuel.  The Company's trademarked end
products, "Pristine(TM)" coals, are significantly more efficient,
less polluting, more cost-effective, and provide more heat than
untreated coal.


COMBIMATRIX CORP: Incurs $9.5-Mil. Net Loss in 2012
---------------------------------------------------
CombiMatrix Corporation filed on March 25, 2013, its annual report
on Form 10-K for the year ended Dec. 31, 2012.

Haskell & White LLP expressed substantial doubt about CombiMatrix
Corporation's ability to continue as a going concern, citing the
Company's history of incurring net losses, net operating cash flow
deficit, stockholders' deficit, working capital deficit and
insufficient liquidity to operate its business for a period of at
least twelve months.

The Company reported a net loss of $9.5 million on $5.4 million of
revenues in 2012, compared with a net loss of $7.6 million on
$4.7 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $5.2 million
in total assets, $5.9 million in total liabilities, $394,000 in
Series A convertible preferred stock, and a stockholders' deficit
of $1.1 million.

A copy of the Form 10-K is available at http://is.gd/VBKevY

CombiMatrix is a molecular diagnostics company that operates
primarily in the field of genetic analysis and molecular
diagnostics through the Company's wholly owned subsidiary,
CombiMatrix Molecular Diagnostics, Inc., located in Irvine,
California.


COMMONWEALTH GROUP: Hearing on Amended Plan Outline April 18
------------------------------------------------------------
The hearing on the disclosure statement for Commonwealth Group-
Mocksville Partners, LP's Amended Plan of Reorganization dated
March 28, 2013, is continued to April 18, 2013, at 10:00 a.m.

The Plan proposes that the Debtor will continue its operation of
the Mocksville Town Common Shopping Center.  The Debtor's Plan
will be funded from the rent revenues and common area maintenance
(CAM) charges from the shopping center.  All allowed claims will
be paid in full, with interest, according to the Disclosure
Statement.

PNC Bank's secured claim will be reduced by a $140,000 principal
payment.  Monthly payments of $37,110 will be made beginning on
the 15th day of the first month after the Effective Date, with a
balloon payment on the 7th anniversary of the new promissory note
to be issued to PNC.

The postpetition action filed by PNC Bank in the U.S. District
Court against the guarantors (PNC Bank, National Association v.
Azur Properties Group, et al. (Case No. 3:13-cv-00098)) will be
stayed so long as the Debtor performs its obligations to PNC Bank
under the confirmed Plan.

The $1,600 priority claim of the Town of Mocksville and the
holders of Unsecured Claims less than $1,000 will be paid on the
effective Date of the Plan.

Holders of unsecured claims exceeding $1,000 and the Davie
County's secured claim will be paid in equal monthly installments,
beginning on the Effective Date of the Plan, with a final payment
of the balance owing on the 2nd anniversary of the Effective Date.

Equity holders will retain their interests.

A copy of the Amended Disclosure Statement is available at:

       http://bankrupt.com/misc/commonwealthgroup.doc63.pdf

                     About Commonwealth Group

Commonwealth Group-Mocksville Partners, LP, filed a Chapter 11
petition (Bankr. E.D. Tenn. Case No. 12-34319) on Oct. 25, 2012,
in Knoxville, Tennessee.  The Debtor disclosed $11,391,578 in
assets and $22,668,998 in liabilities in its amended schedules.
The Debtor owns 30 acres of commercial property in Mocksville,
Davie County, North Carolina.  The Debtor constructed a 48,179
square foot retail shopping center on 5.58 acres of the property,
which is currently 95% leased to various retail tenants.

Judge Richard Stair Jr. presides over the case.  Maurice K. Guinn,
Esq., at Gentry, Tipton & McLemore P.C., in Knoxville, Tenn.,
represents the Debtor as counsel.  The petition was signed by
Milton A. Turner, chief manager and general partner.


COMMUNITY SHORES: BDO USA Replaces Crowe as Accountants
-------------------------------------------------------
The Audit Committee of Community Shores Bank Corporation, which is
comprised entirely of independent directors, completed its
proposal process for selection of an independent registered public
accounting firm for the 2013 fiscal year on March 27, 2013.  The
Audit Committee selected BDO USA, LLP.  The selection and
engagement of BDO is subject to BDO's client acceptance
procedures.  On the same date, the Audit Committee decided to
dismiss Crowe Horwath LLP as its independent registered public
accounting firm.  Crowe was informed that it would not be engaged
for the 2013 fiscal year on March 28, 2013.

During the two most recent fiscal years ended Dec. 31, 2012, and
2011, the audit reports of Crowe did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or
modified as to audit scope or accounting principles.  However, the
2012 and 2011 reports did raise substantial doubt as to the
ability of the Company to continue as a going concern.

During the two most recent fiscal years ended Dec. 31, 2012, and
2011 and through the date that Crowe was advised of their
dismissal there have been no disagreements between the Company and
Crowe on any matters of accounting principle or practice,
financial statement disclosure or auditing scope or procedure.

During the two most recent fiscal years ended Dec. 31, 2012, and
2011 and through the date the Company selected BDO as its
independent registered public accounting firm, neither the Company
nor anyone on behalf of the Company consulted with BDO with
respect to any accounting or auditing issues involving the Company
including the type of audit opinion that might be rendered on the
Company's financial statements, or any matter that was the subject
of a disagreement or a reportable event as defined in Item 304 (a)
(1) (iv) or (v) of Regulation S-K of the Securities Exchange Act
of 1934.

                      About Community Shores

Muskegon, Mich.-based Community Shores Bank Corporation, organized
in 1998, is a Michigan corporation and a bank holding company.
The Company owns all of the common stock of Community Shores Bank.
The Bank was organized and commenced operations in January 1999 as
a Michigan chartered bank with depository accounts insured by the
FDIC to the extent permitted by law.  The Bank provides a full
range of commercial and consumer banking services primarily in the
communities of Muskegon County and Northern Ottawa County.

The Company reported a net loss of $2.46 million in 2011, compared
with a net loss of $8.88 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $207.72
million in total assets, $208.87 million in total liabilities and
a $1.14 million in total shareholders' deficit.

After auditing the 2011 results, Crowe Horwath LLP, in Grand
Rapids, Michigan, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant recurring
operating losses, is in default of its notes payable
collateralized by the stock of its wholly-owned bank subsidiary,
and the subsidiary bank is undercapitalized and is not in
compliance with revised minimum regulatory capital requirements
under a formal regulatory agreement which has imposed limitations
on certain operations.


CONVERGEX GROUP: S&P Raises Issuer Credit Rating to 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issuer
credit rating on ConvergEx Group LLC to 'B+' from 'B' and removed
the ratings from CreditWatch, where S&P had placed them with
developing implications on Jan. 25, 2013.  At the same time, S&P
assigned an issue-level rating of 'B+' to ConvergEx Group's
proposed $175 million credit facility, which will consist of a
$150 million first-lien term loan and a $25 million revolver.  The
outlook on the issuer credit rating is stable.

ConvergEx Holdings LLC announced it has completed the sale of Eze
Castle Software LLC and RealTick LLC to an affiliate of TPG
Capital.  ConvergEx Group LLC will use the proceeds from the new
term loan, along with proceeds from the sale of its software
platform business, to pay down existing debt at the time of the
close and satisfy other company obligations.

"We believe that the remaining business is less diversified, more
concentrated, and that its revenue model is mostly transactional
and depends on market activity," said Standard & Poor's credit
analyst Sebnem Caglayan.  "We also believe the company will have
reduced financial flexibility following the sale of one of its
most valuable assets, and we are wary of the smaller revenue base
to cover fixed costs, which will likely increase earnings and
cash flow volatility."

Nevertheless, S&P expects total debt to decrease to $150 million
from $706 million at the close of the transaction, resulting in a
substantially improved financial profile, with total debt to
EBITDA decreasing to 3.0x from 4.8x.  In S&P's view, this
improvement to the financial profile outweighs the weakening of
the business profile to the extent that a one-notch higher rating
is warranted.

The outlook is stable.  "We expect the company to focus on its
remaining global-brokerage and trading-related services and
operate at 3.0x leverage for the next 12-18 months," said Ms.
Caglayan.

S&P could lower the ratings if the company's liquidity profile or
capital position weakens substantially or it loses market share
and cannot generate the levels of revenue and profitability S&P
anticipates, such that debt leverage increases above 3.7X.

If ConvergEx reduces debt more than S&P expects, improves its
revenue base and profitability substantially, despite increased
dependency on market volumes, and reduces its debt-to-EBITDA
leverage ratio to less than 2.5x on a sustainable basis, S&P could
raise the ratings.


CPG INVESTMENTS: Case Summary & Unsecured Creditor
--------------------------------------------------
Debtor: CPG Investments, LLC
        117 Foxwood Street
        Hot Springs National, AR 71913

Bankruptcy Case No.: 13-71259

Chapter 11 Petition Date: April 5, 2013

Court: United States Bankruptcy Court
       Western District of Arkansas (Hot Springs)

Debtor's Counsel: Marc Honey, Esq.
                  HONEY LAW FIRM, P.A.
                  P.O. Box 1254
                  1311 Central Avenue
                  Hot Springs, AR 71902
                  Tel: (501) 321-1007
                  Fax: (501) 321-1255
                  E-mail: mhoney@honeylawfirm.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Southern Bancorp Bank                            $2,053,945
1012 South Division St
Blytheville, AR 72315

The petition was signed by James Lowell Crain, member of board of
directors.


CPI CORP: Law Firm Investigates Potential WARN Act Violations
-------------------------------------------------------------
Klehr Harrison Harvey Branzburg, LLP on April 9 disclosed that CPI
Corp. may have violated the Worker Adjustment and Retraining
Notification Act ("WARN Act"), when it closed without notice and
laid off over 4,000 employees.  The St. Louis-based operator of
portrait studios inside major retail stores (Sears, Walmart and
Toys R' Us) has been struggling financially for sometime and
defaulted on loans with its lenders recently.

Charles A. Ercole, a partner with the law firm of Klehr Harrison
Harvey Branzburg LLP said, "We are investigating the facts behind
the decision not to notify these employees at least sixty (60)
days in advance of the shutdown.  It certainly appears that CPI
violated the WARN Act because clearly CPI had sufficient time and
knowledge to give 60 days notice of the layoff to employees as
well as state and local officials."  Damages for failing to comply
with the WARN Act include 60 days wages and fringe benefits for
each employee.

Mr. Ercole has litigated numerous WARN Act cases in various
industries throughout the United States.  Mr. Ercole is Chair of
the labor and employment practice at Klehr Harrison which is a
full service law firm located in Philadelphia, Pennsylvania.  If
you have any questions, please contact Charles A. Ercole, Esq.
at:

          Klehr Harrison Harvey Branzburg LLP
          1835 Market Street - Suite 1400
          Philadelphia, PA 19103
          Telephone: 215-569-4282
          E-mail: cercole@klehr.com

                          About CPI Corp.

Headquartered in St. Louis, Missouri, CPI Corp. provides portrait
photography services at more than 2,500 locations in the United
States, Canada, Mexico and Puerto Rico and provides on location
wedding photography and videography services through an extensive
network of contract photographers and videographers.

The Company reported a net loss of $39.9 million on
$123.2 million of net sales for the 24 weeks ended July 21, 2012,
compared with a net loss of $5.6 million on $159.5 million of net
sales for the 24 weeks ended July 23, 2011.

The Company's balance sheet at July 21, 2012, showed $61 million
in total assets, $159.6 million in total liabilities, and a
stockholders' deficit of $98.6 million.


DAYTOP VILLAGE: Can Employ Epiq Bankruptcy as Advisor
-----------------------------------------------------
Daytop Village Foundation Incorporated sought and obtained
permission from the U.S. Bankruptcy Court to employ Epiq
Bankruptcy Solutions, LLC, as administrative advisor.

The firm will provide various services, including:

   a. assisting with, among other things, solicitation, balloting
      and tabulation and calculation of votes, as well as
      preparing any appropriate reports, as required in
      furtherance of confirmation of plan(s) of reorganization;

   b. generating an official ballot certification and testifying,
      if necessary, in support of the ballot tabulation results;
      and

   c. gathering data in conjunction with the preparation, and
      assist with the preparation, of the Debtors' schedules of
      assets and liabilities and statements of financial affairs.

Epiq intends to apply to the Court for allowances of compensation
and reimbursement of out-of-pocket expenses incurred after the
Petition Date in connection with the services.  As set forth in
the Services Agreement, Epiq will charge the Debtor at 20%
discounted rates:

   Title                            20% Discounted Rates
   -----                            --------------------
   Clerical                                 $32 to $48
   Case Manager                             $76 to $116
   IT/Programming                           $80 to $152
   Snr. Case Manager/Consultant            $132 to $176
   Senior Consultant                       $200 to $275
   Vice President                             $236

                      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.


DAYTOP VILLAGE: Examiner Taps Zuckerman as Counsel
--------------------------------------------------
The Bankruptcy Court approved the U.S. Trustee's appointment of
Barbara S. Jones as examiner in the Chapter 11 cases of Daytop
Village Foundation Inc. and its affiliates.

Ms. Jones has engaged as her attorneys:

         Margaret E. Lynaugh, Esq.
         ZUCKERMAN SPAEDER LLP
         1185 Avenue of the Americas, 31st Floor
         New York, NY 10036
         Tel: (212) 704-9600
         Fax: (212) 704-4256

                      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.


DEL MAR ENTERPRISES: Case Summary & 10 Unsecured Creditors
----------------------------------------------------------
Debtor: Del Mar Enterprises, Inc.
        aka Plaza Del Mar
        P.O. Box 3562
        Aguadilla, PR 00605

Bankruptcy Case No.: 13-02735

Chapter 11 Petition Date: April 9, 2013

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte Inclan

Debtor's Counsel: Antonio I Hernandez Santiago, Esq.
                  ANTONIO I HERNANDEZ SANTIAGO LAW OFFICE
                  P.O. Box 8509
                  San Juan, PR 00910-0509
                  Tel: (787) 250-0575
                  E-mail: ahernandezlaw@yahoo.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 10 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/prb13-2735.pdf

The petition was signed by Edgardo L. Delgado Colon, president.


DIGITAL ANGEL: Delays 2012 Form 10-K for Business Concerns
----------------------------------------------------------
Digital Angel Corporation was unable to complete on a timely basis
the audit of its financial statements and file its annual report
on Form 10-K for the year ended Dec. 31, 2012, within the
prescribed time because of:

   (i) cash constraints caused by uncertainty related to the
       release of escrowed funds from the sale of the Company's
       former animal identification business;

  (ii) staffing conflicts due to the sale of its radio
       communications unit, which was sold in a management buyout
       on March 1, 2013;

(iii) staffing conflicts due to the liquidation of its
       subsidiary, Signature Industries Limited, which began on
       March 3, 2013; and

  (iv) other uncertainties surrounding the Company's current
       business operations.

These issues resulted in the delay of the audit of Digital Angel's
financial statements for the year ended Dec. 31, 2012.   As soon
as the last of these issues is resolved and the audit is resumed
and completed Digital Angel intends to file its Form 10-K.

The Company will be reporting its radio communications business as
discontinued operations for all periods presented.  Therefore, its
results from continuing operations will consist of development
expenses associated with its mobile game applications business,
which began in late August 2012, as well as selling, general and
administrative, and severance expenses.  Therefore, the Company
will not report any revenue from continuing operations.  Its net
loss from continuing operations is presently expected to be
approximately $2.4 million and $5.6 million for the years ended
December 31, 2012 and 2011, respectively.  The Company's estimated
net losses from continuing operations as presented are preliminary
and subject to change and should not be relied on.

                      About Digital Angel

Headquartered in New London, Connecticut, Digital Angel
Corporation has two business segments, Digital Games and Signature
Communications.  Digital Games designs, develops and plans to
publish consumer applications and mobile games for tablets,
smartphones and other mobile devices.  Signature Communications is
a distributor of two-way communications equipment in the U.K.
Products offered range from conventional radio systems used by the
majority of SigComm's customers, for example, for safety and
security uses and construction and manufacturing site monitoring,
to trunked radio systems for large scale users, such as local
authorities and public utilities.

The Company's balance sheet at Sept. 30, 2012, showed $5.7 million
in total assets, $7.5 million in total liabilities, and a
stockholders' deficit of $1.8 million.

The Company said in its quarterly report for the period ended
Sept. 30, 2012, "Our historical sources of liquidity have included
proceeds from the sale of businesses, the sale of common stock and
preferred shares and proceeds from the issuance of debt.  In
addition to these sources, other sources of liquidity may include
the raising of capital through additional private placements or
public offerings of debt or equity securities, as well as joint
ventures.  However, going forward some of these sources may not be
available, or if available, they may not be on favorable terms.
In addition, our factoring line may also be amended or terminated
at any time by the lender with six months' notice.  These
conditions indicate that there is substantial doubt about our
ability to continue operations as a going concern, as we may be
unable to generate the funds necessary to pay our obligations in
the ordinary course of business."


DRYSHIPS INC: E&Y Raises Going Concern Doubt
--------------------------------------------
DryShips Inc. filed on March 22, 2013, its annual report on Form
20-F for the year ended Dec. 31, 2012.

Ernst & Young (Hellas), in Athens, Greece, expressed substantial
doubt about DryShips Inc.'s ability to continue as a going
concern, citing the Company's working capital deficit of
$670 million at Dec. 31, 2012, and in addition, the non-compliance
by the shipping segment with certain covenants of its loan
agreements with banks.

As of Dec. 31, 2012, the shipping segment was not in compliance
with certain loan-to-value ratios contained in certain of its loan
agreements.  In addition, as of Dec. 31, 2012, the shipping
segment was in breach of certain financial covenants, mainly the
interest coverage ratio, contained in the Company's loan
agreements relating to $769,098,000 of the Company's debt.  As a
result of this non-compliance and of the cross default provisions
contained in all bank loan agreements of the shipping segment and
in accordance with guidance related to the classification of
obligations that are callable by the creditor, the Company has
classified all of its shipping segment's bank loans in breach
amounting to $941,339,000 as current at Dec. 31, 2012.

The Company reported a net loss of $288.6 million on
$1.210 billion of revenues in 2012, compared with a net loss of
$47.3 million on $1.078 billion of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$8.878 billion in total assets, $5.010 billion in total
liabilities, and shareholders' equity of $3.868 billion.

A copy of the Form 20-F is available at http://is.gd/0EhRQk

Headquartered in Athens, Greece, DryShips Inc. (NASDAQ: DRYS) is
an owner of drybulk carriers and tankers that operate worldwide.
Through its majority owned subsidiary, Ocean Rig UDW Inc.,
DryShips owns and operates 10 offshore ultra deepwater drilling
units, comprising of 2 ultra deepwater semisubmersible drilling
rigs and 8 ultra deepwater drillships, 3 of which remain to be
delivered to Ocean Rig during 2013 and 1 is scheduled for delivery
during 2015.  DryShips owns a fleet of 46 drybulk carriers
(including newbuildings), comprising of 12 Capesize, 28 Panamax,
2 Supramax and 4 Very Large Ore Carriers (VLOC) with a combined
deadweight tonnage of about 5.1 million tons, and 10 tankers,
comprising 4 Suezmax and 6 Aframax, with a combined deadweight
tonnage of over 1.3 million tons.


EASTERN LIVESTOCK: Suit Against Fifth Third Bank Remanded
---------------------------------------------------------
At the behest of CPC Livestock, LLC et al., Chief District Judge
Joseph H. McKinley, Jr., in Bowling Green, Kentucky, will abstain
from hearing its lawsuit against Fifth Third Bank, Inc., arising
from a check kiting scheme by some of Eastern Livestock Co. LLC's
officers and principals.  Judge McKinley also remanded the case to
Allen Circuit Court where the suit was originally filed.

In August 2004, Eastern Livestock, a livestock brokerage company
with operations in 11 states, refinanced the bulk of its
indebtedness through Fifth Third.  The bank and Eastern Livestock
executed a credit agreement and a security agreement, under which
Fifth Third extended Eastern Livestock a revolving credit line in
the amount of $22.5 million. Fifth Third took Eastern Livestock's
equipment, livestock, inventory, bank accounts, and accounts
receivable as collateral.  Between 2004 and 2010, Eastern
Livestock regularly bought livestock from the Plaintiffs, using
checks drawn from its Fifth Third account.

Despite its Fifth Third credit line, Eastern Livestock was starved
for cash.  In an attempt to generate additional working capital,
some of Eastern Livestock's officers and principals -- namely,
Defendants Darren Brangers, Grant Gibson, and Stephen McDonald --
became involved in a check kiting scheme.  Essentially, the
officers and principals would issue checks to and from certain
bank accounts belonging to Eastern Livestock's agents, owners, and
associates, as well as to and from its accounts with Fifth Third.
This effectively allowed the company to borrow additional funds
while creating the appearance that it was both solvent and
flourishing.

According to the Plaintiffs, Fifth Third became aware of this
check kiting scheme as early as 2007, when its computer detection
software began raising red flags concerning Eastern Livestock. But
despite this awareness, Fifth Third chose to take no action
regarding Eastern Livestock's accounts. Instead, it decided to
collect millions of dollars in additional fees and interest under
the $22.5 million revolving credit line.

On Nov. 2, 2012, Plaintiffs filed suit in the Allen Circuit Court
against Fifth Third, as well as against Brangers, Gibson, and
McDonald, who participated in the check kiting scheme.  West
Kentucky Livestock Market, LLC, which operated a stockyard known
as the "Marion Facility," was also named as a defendant.  In
total, the complaint asserted nine causes of action against
Defendants, including: conversion, unjust enrichment, and aiding
and abetting fraud against Fifth Third; theft by deception against
Brangers, Gibson, and McDonald; aiding and abetting theft by
deception against Fifth Third; aiding and abetting Eastern
Livestock's breach of trust relationship; tortious interference
with Eastern Livestock's contractual and business relationships;
and equitable accounting against West Kentucky Livestock Market.

On Nov. 26, 2012, the Plaintiffs filed a First Amended Complaint,
adding two plaintiffs to the action.  On Dec. 12, 2012, Fifth
Third removed this action to federal court under 28 U.S.C. Sec.
1441(a), asserting the existence of diversity, bankruptcy, and
supplemental jurisdiction.

On Dec. 28, 2012, the Plaintiffs filed a Second Amended Complaint,
without the Court's leave, in which they added another new
plaintiff, expanded on the facts, and added Brangers, Gibson, and
McDonald to Count III's aiding and abetting fraud claim.

On Jan. 9, 2013, Fifth Third filed an Amended Notice of Removal,
asserting federal question jurisdiction as another basis for
removal.  The Plaintiffs then filed a motion for remand to the
Allen Circuit Court, contesting the existence of any type of
federal jurisdiction.

In ruling for the Plaintiffs, Judge McKinley said, among others,
that there is a low degree of relatedness between the lawsuit and
the bankruptcy.  The total claims against the bankruptcy estate
exceed $60 million and the Plaintiffs are seeking under $1
million, the judge said.

The case is, CPC LIVESTOCK, LLC, et al., Plaintiffs, v. FIFTH
THIRD BANK, INC., et al., Defendants, Civil Action No. 1:12-CV-
00204-JHM (W.D. Ky.).  A copy of the Court's April 4, 2013
Memorandum Opinion and Order is available at http://is.gd/gFDJav
from Leagle.com.

                      About Eastern Livestock

Eastern Livestock Co., LLC, was one of the largest cattle
brokerage companies in the United States, with operations and
assets located in at least 11 states.  ELC was headquartered in
New Albany, Indiana, with branch locations across several states.
It shut operations in November 2010.

On Dec. 6, 2010, creditors David L. Rings, Southeast Livestock
Exchange, LLC, and Moseley Cattle Auction, LLC, filed an
involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No.
10-93904) for the Company.  The creditors asserted $1.45 million
in claims for "cattle sold," and are represented by Greenebaum
Doll & McDonald PLLC.

Judge Basil H. Lorch III entered an order for relief on Dec. 28,
2010.  At the behest of the creditors, the Court appointed James
A. Knauer, Esq., as Chapter 11 trustee to operate Eastern
Livestock's business.  The Chapter 11 trustee is represented by
James M. Carr, Esq., at Baker & Daniels LLP, nka Faegre Baker
Daniels LLP, as counsel and Katz, Sapper & Miller, LLP, as
accountants.  BMC Group Inc. is the claims and notice agent.

The Debtor has disclosed $81,237,865 in assets and $40,154,698 in
papers filed in Court.  The Debtor, in its amended schedules,
disclosed $59,366,230 in assets and $40,154,697 in liabilities as
of the Chapter 11 filing.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010.
The petition was signed by Thomas P. Gibson, as manager.  Michael
J. Walro, appointed as Chapter 7 Trustee for East-West Trucking,
has tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis as counsel.  Mr. Gibson, together with his spouse,
Patsy M. Gibson, pursued a personal bankruptcy case (Bankr. S.D.
Ind. Case No. 10-93867) in 2010.  Kathryn L. Pry, the court-
appointed trustee for the Gibson's Chapter 7 case, tapped Dale &
Eke, P.C., as counsel.

The Court approved the appointment of Robert M. Fishman to mediate
the issue of the reasonableness of the proposed settlement with
Fifth Third Bank as contained in the Chapter 11 Plan proposed by
the Debtor.

The Court has confirmed the first amended plan of liquidation
filed by James A. Knauer, Chapter 11 trustee.  The Plan is
premised on the approval of a settlement reached between the
Chapter 11 Trustee and Fifth Third Bank settling the estate's
claims against Fifth Third in consideration of Fifth Third
agreeing to accept a pro rata charge and assessment of reasonable
administrative fees and expenses against its collected collateral
and the contribution of 10% of its collected collateral to the
payment of Allowed Class 4 Claims of general unsecured creditors.
The trustee has estimated that the Settlement may result in an
approximate 25% return to general unsecured creditors while
contributing to funding the Chapter 11 Case to allow the trustee
to continue collecting assets for distribution.


EASTWOOD BLUFF: Case Summary & Unsecured Creditor
-------------------------------------------------
Debtor: Eastwood Bluff, LLC
        80-C Mill Pond Rd.
        Sunset Beach, NC 28468

Bankruptcy Case No.: 13-02236

Chapter 11 Petition Date: April 5, 2013

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Oliver Carter, III, Esq.
                  CARTER & CARTER, P.A.
                  408 Market Street
                  Wilmington, NC 28401
                  Tel: (910) 763-3626
                  Fax: (910) 343-8966
                  E-mail: oliver@carterandcarterlaw.com

Scheduled Assets: $3,261,355

Scheduled Liabilities: $3,220,753

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Brunswick County Tax      fee                    $3
Department
P.O. Box 29
Bolivia, NC 28422

The petition was signed by Dennis A. Crocker or E. Wade Coleman,
member-managers.


EDENOR SA: Incurs ARS1.013-Bil. Net Loss in 2012
------------------------------------------------
Empresa Distribuidora y Comercializadora Norte S.A. filed with the
U.S. Securities and Exchange Commission on March 22, 2013, its
consolidated financial statements for the year ended Dec. 31,
2012.

Price Waterhouse & Co. S.R.L., in Buenos Aires, Argentina,
expressed substantial doubt about Edenor S.A.'s ability to
continue as a going concern.  The independent auditors noted that
the delay in obtaining tariff increases and the cost adjustments
recognition, requested in the presentations made until now by the
Company in accordance with the terms of the Adjustment Agreement
and the continuous increase in operating expenses that are
necessary to maintain the level of the service, significantly
affected the economic and financial position of the Company.

Edenor SA reported a net loss of ARS1.013 billion on
ARS3.843 billion of revenues in 2012, compared with a net loss of
ARS291.4 million on $2.893 billion of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
ARS 6.801 billion in total assets, ARS6.312 billion in total
liabilities, and equity of $489.3 million.

A copy of the Company's 2012 consolidated financial statements is
available at http://is.gd/w5L1Ph

Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos).  Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.


EDISON MISSION: S&P Withdraws 'D' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit ratings on U.S. independent power producer Edison Mission
Energy (EME) and its subsidiaries, Midwest Generation LLC and
Edison Mission Marketing & Trading Inc. EME and its subsidiaries
entered into bankruptcy protection in December 2012, and the
restructuring process is likely to take a long time.  S&P also
withdrew its 'D' issue-level rating and '3' recovery rating on
EME's $3.7 billion unsecured bonds and its 'D' issue-level rating
and '1' recovery rating on Midwest Generation's senior secured
pass-through certificates.

"Based on debt balances as of year-end 2012 and our current
discrete asset valuation of EME power plants, we estimate that
recovery on Midwest Generation's senior secured pass-through
certificate holders would be very high (90% to 100%) while
recovery on EME's unsecured notes would be meaningful (50% to
70%).  These recovery considerations do not include unrestricted
cash balances, the value of Edison Mission Marketing & Trading, or
the benefits that EME might receive from the tax-allocation
agreement with parent Edison International," said Standard &
Poor's credit analyst Terry Pratt.


ELCOM HOTEL: Condo Affiliate Files Schedules of Assets & Debts
--------------------------------------------------------------
Elcom Condominium LLC filed with the U.S. Bankruptcy Court for
the Southern District of Florida its schedules of assets and
liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property                Unknown
B. Personal Property              $0.00
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                   $671,887.80
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
Claims                                           $16,001,937.67
                         --------------          --------------
TOTAL                             $0.00          $16,673,825.47

                         About Elcom Hotel

Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel disclosed $10,378,304 in assets and $20,010,226 in
liabilities as of the Chapter 11 filing.  The Debtor owes OBH
Funding, LLC, $1.8 million on a mortgage and F9 Properties, LLC,
formerly known as ANO, LLC, $9 million on a mezzanine loan secured
by a lien on the ownership interests in the project's owner.  OBH
Funding and ANO are owned by Thomas D. Sullivan, the manager of
the Debtors.

Attorneys at Kozyak Tropin & Throckmorton, P.A., serve as
bankruptcy counsel to the Debtor.  Duane Morris LLP is the special
litigation, real estate, and hospitality counsel.  Algon Capital,
LLC, d/b/a Algon Group's Troy Taylor is the Debtors' Chief
Restructuring Officer.


EMDEON INC: Moody's Rates $1.2 Billion Secured Term Loan 'Ba3'
--------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to Emdeon Inc.'s
proposed re-pricing of its $1,291 million senior secured term loan
and $125 million revolving credit facility. The B2 Corporate
Family Rating is unaffected by the proposed transaction as is the
B2-PD probability of default rating.

The B2 Corporate Family Rating continues to reflect Emdeon's high
debt leverage, healthcare utilization, competitive industry,
pricing and margin pressure. The rating continues to be supported
by Emdeon's high recurring revenue base, market position, high
product switching cost, and cross-selling opportunities.

The following ratings were assigned (the ratings are subject to
Moody's review of final documentation):

  $1,301 million ($1,291 million outstanding) senior secured term
  loan, assigned Ba3 (LGD3, 30%);

  $125 million senior secured revolving credit facility, assigned
  Ba3 (LGD3, 30%).

Moody's will withdraw the existing ratings on the senior secured
credit facilities once the transaction closes.

Ratings Rationale:

The B2 Corporate Family Rating also considers continued high
unemployment that has decreased the number of transactions in the
healthcare sector, a factor that weighs on the company's
product/service utilization rate. However, Moody's anticipates the
ACA to benefit the company's utilization in 2014 and 2015 as more
people are expected to have health insurance. The rating also
considers greater focus by the healthcare industry on capturing
operational efficiencies through the use of IT for revenue and
payment cycle management and clinical information exchange in
order to manage higher costs and cope with lower reimbursement
rates.

The stable outlook reflects Emdeon's good liquidity position and
recurring revenue base as well as management's intention to reduce
leverage to below 6.5 times.

The rating could be downgraded if the company's adjusted debt
leverage is sustained at or above 6.5 times and EBITDA-
CAPEX/interest expense declines below 1.5 times on a sustained
basis. Additionally, the rating could be downgraded if the
company's liquidity profile deteriorates. In addition, the ratings
could be negatively impacted if the company pursues debt funded
acquisitions that do not result in an improvement in pro forma
credit metrics or engages in shareholder friendly initiatives.
Further, the rating could be downgraded if Emdeon faces
substantial pricing pressures and/or if it begins to experience
declines in its customer base.

The ratings could be upgraded if the company meaningfully reduces
debt leverage resulting in a sustainable improvement of key credit
metrics including adjusted debt-to-EBITDA below 4.5 times and free
cash flow-to-debt above 7%.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Emdeon Inc. provides revenue and payment cycle management and
clinical information exchange solutions, connecting payers,
providers and patients in the U.S. healthcare system. The company
generated approximately $1.2 billion in revenue for 2012. Emdeon
is owned by Blackstone and Hellman & Friedman.


ENDEAVOUR INTERNATIONAL: B. Klein Holds 13.4% Stake at March 29
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Brian Katz Klein and his affiliates disclosed
that, as of March 29, 2013, they beneficially own 6,342,979 common
shares of Endeavour International Corporation representing 13.4%
of the shares outstanding.  A copy of the filing is available at:

                        http://is.gd/HPyUHW

                   About Endeavour International

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million on $219.05 million of revenue, as compared with
a net loss of $130.99 million on $60.09 million of revenue during
the prior year.  The Company's balance sheet at Dec. 31, 2012,
showed $1.43 billion in total assets, $1.29 billion in total
liabilities, $43.70 million in series C convertible preferred
stock and $99.43 million in stockholders' equity.

                           *    *     *

As reported by the TCR on March 5, 2013, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating to Caa3 from Caa1.  Endeavour's Caa3 CFR reflects its weak
liquidity, small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
offshore North Sea operations for a company of its size.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'.  The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.


ENERGY FOCUS: Incurs $5.7-Mil. Net Loss in 2012
-----------------------------------------------
Energy Focus, Inc., filed on March 27, 2013, its annual report on
Form 10-K for the year ended Dec. 31, 2012.

Plante & Moran, PLLC, in Cleveland, Ohio, expressed substantial
doubt about Energy Focus's ability to continue as a going concern,
citing the Company's net losses of $5.7 million, $6.1 million, and
$8.5 million during the years ended Dec. 31, 2012, 2011, and 2010,
respectively.

The Company reported a net loss of $5.7 million on $29.8 million
of net sales in 2012, compared with a net loss of $6.1 million on
$25.8 million of net sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $14.3 million
in total assets, $13.5 million in total liabilities, and
stockholders' equity of $825,000.

A copy of the Form 10-K is available at http://is.gd/NuRAXl

Energy Focus, Inc., headquartered in Solon, Ohio, designs,
develops, manufactures, and markets energy-efficient lighting
products, and is a provider of turnkey, energy-efficient, lighting
solutions in the governmental and public sector market, general
commercial market, and the pool market.


EVERGREEN OIL: Waste Oil Collector in Chapter 11 to Sell Biz
------------------------------------------------------------
Evergreen Oil Inc., one of the largest waste oil collectors in
California, sought Chapter 11 protection to quickly sell the
business even though it has not yet signed a contract with a
buyer.

Prepetition, Evergreen Oil experienced a fire that severely
damaged some of its operating equipment.  Amid cash flow problems
resulting from the fire and other reasons, it determined to market
itself.  The company received expressions of interest by several
parties regarding a sale of the business as a going concern.
However, EOI and its parent company, Evergreen Environmental
Holdings, Inc., were forced to file for bankruptcy before a
suitable purchase and sale transaction could be finalized.

                          DIP Financing

The Debtors' primary creditor is Guggenheim Corporate Funding,
LLC, as administrative agent for a group of lenders owed not less
than $66.2 million.

As a result of their financial condition, the Debtors said the use
of cash collateral alone will be insufficient to meet their
immediate postpetition liquidity needs.

EOI said it requires new funding to maintain its business
operations and preserve the value of its assets while the Debtors
pursue a marketing and sale process which will allow the Debtors
to sell EOI's business as a going concern, for the benefit of all
creditors.

Guggenheim Private Debt Fund Note Issuer LLC has agreed to provide
EOI with delayed draw term loans in the aggregate principal amount
not to exceed $6,000,000 million, drawn under a debtor-in-
possession credit facility.

                          Sale Motion

The Debtors' assets have been aggressively marketed for sale and
the Debtors have been in discussions with a number of prospective
buyers during the two-year period preceding the bankruptcy filing.
The Debtors are thus already aware of the parties who are most
likely to express an interest in purchasing the assets and
participating in an expedited sale process.

The Debtors have filed a motion to establish certain sale
procedures, including a timeline, in connection with the marketing
and sale of EEHI's stock in EOI, or, subject to certain
conditions, all or substantially all of EOI's operating assets.
The Debtors propose this timeline:

   -- Beginning the week of April 15, 2013 and continuing through
      the end of April, the Debtors' investment banker, Cappello
      Capital Corp., will begin contacting potential buyers and
      sending out investor presentation materials to such
      potential buyers.  Cappello will request that any and all
      initial indications of interest (IOIs) be submitted on or
      before May 7, 2013.

   -- After selecting a limited number of qualified potential
      purchasers, in the beginning of May 2013, Cappello will send
      a letter, which requests that interested parties submit a
      final bid for the purchase of the assets.  Any and all final
      bids will be required to be submitted to Cappello on or
      before May 23, 2013.

   -- The Debtors and Cappello will review the final bids to (i)
      determine which bidders shall be qualified to participate in
      an auction, and (ii) if the Debtors and Cappello deem it
      appropriate to do so, determine the bidder who has submitted
      the highest and best bid.  On or before June 1, 2013, the
      Debtors will file (i) a motion seeking Court approval of
      overbidding procedures, and (ii) a motion seeking approval
      of the sale of all or substantially all of the assets to the
      initial winning bidder or to such other bidder who has
      submitted the winning bid at the auction.

   -- The auction will be conducted on or before June 24, 2013.

   -- On or before June 24, 2013, the Debtors will obtain an order
      from the Court approving the asset sale.

The proceeds of the sale of EEHI's stock in EOI will be used to
repay EOI's creditors, including, upon consummation of the sale,
the repayment in full of the DIP Financing.

                         First Day Motions

Aside from the cash collateral, DIP financing and sale motions,
the Debtors on the petition date filed motions to pay wages and
benefits owing to 186 permanent non-insider employees, grant
adequate assurance of payment to utilities, honor rebates provided
to oil suppliers.

To stop oil suppliers from selling to competing refiners and
refinery vendors from refusing to provide goods and/or services to
EOI, the Debtors seek to honor rebates and critical refinery
vendor contracts in the ordinary course of business, up to a
capped amount of $600,000, at least in the immediate term.  There
are $2.77 million in rebates outstanding as of the Petition Date.

                        About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013 in Santa Ana California.

The Debtors on the petition date filed applications to employ
Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel;
Jeffer, Mangels Butler & Mitchell L.L.P. as special corporate
counsel effective; and Cappello Capital Corp. as exclusive
investment banker.

Each of the Debtors estimated assets and debts of $50 million to
$100 million.  According to the docket, the formal schedules of
assets and liabilities are due April 23, 2013.


EVERGREEN OIL: Arranges $6-Million of DIP Financing
---------------------------------------------------
Evergreen Oil Inc. and Evergreen Environmental Holdings, Inc., ask
the Bankruptcy Court to enter an order authorizing:

   -- EOI to obtain postpetition financing in the form of delayed
draw term loans in the aggregate principal amount not to exceed
$6 million, drawn under a debtor-in-possession credit facility,
and for EEHI to guarantee unconditionally EOI's obligations in
connection with the DIP Facility.

   -- the Debtors' use of proceeds of the DIP Facility and cash
collateral, as such term is defined in 11 U.S.C. Sec. 363(a), and
the collection and application of cash collateral.

The Debtors' primary creditor is Guggenheim Corporate Funding,
LLC, as administrative agent for a group of lenders owed not less
than $66.2 million.

A related entity, Guggenheim Private Debt Fund Note Issuer, LLC,
is providing the DIP financing.  The DIP lender will provide up to
$4 million of the $6 million upon interim approval of the DIP
financing.

The Debtors believe that the proposed financing will provide them
with sufficient funds to carry on the operation of EOI's business
and successfully consummate a going-concern sale of EOI's
business.

The rate of interest to be charged for the DIP Loans will be 10%
per annum.  Interest rate will rise to 12% in an event of default.
The DIP Obligations will constitute superpriority administrative
expense claims against the Debtors with priority in payment over
all other claims.

The Debtors will also use cash collateral to pay all of their
projected expenses.  As adequate protection for the Debtors' use
of cash collateral, the Debtors propose to provide to the
prepetition lenders, among other things, valid, enforceable,
unavoidable and fully perfected replacement liens and security
interests in all of the Debtors' assets.

The statutory committee of unsecured creditors will have 60 days
from appointment to investigate the validity, perfection and
enforceability of the prepetition first priority liens and the
Debtors' prepetition obligations.

The DIP credit agreement requires the Debtors to achieve these
milestones, including holding an auction by June 24, 2013, and
completing the assets sale by July 8, 2013.

                        About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil re-
refining operation in California.  Founded in 1984, EOI is also a
major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos. 13-
13163 and 13-13168) on April 9, 2013 in Santa Ana California.

The Debtors on the petition date filed applications to employ
Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel;
Jeffer, Mangels Butler & Mitchell L.L.P. as special corporate
counsel effective; and Cappello Capital Corp. as exclusive
investment banker.

The Debtors each estimated assets and debts of $50 million to $100
million.  According to the docket, the formal schedules of assets
and liabilities are due April 23, 2013.


EVERGREEN OIL: Proposes Cappello as Investment Banker
-----------------------------------------------------
Evergreen Oil Inc. and Evergreen Environmental Holdings, Inc.,
seek approval to employ Cappello Capital Corp. as exclusive
investment banker.

Prior to the Petition Date, Cappello assisted the Debtors pursuant
to a prior engagement agreement entered July 1, 2011, in
identifying a buyer for the Debtors' assets and consummate a sale
of the Debtors' assets.  Cappello has a claim against the Debtors'
estates in the approximate amount of $350,000.  Cappello agrees to
waive its claim.

Pursuant to the parties' new retention agreement:

    * Cappello will identify buyers for the Debtors' assets and
      seek to consummate a sale of the Debtors' assets by, among
      other things:

      -- analyzing transaction options available to the Debtors;

      -- counseling the Debtors as to strategy and tactics for
         effecting a potential transaction;

      -- advising the Debtors as to structure and form of a
         possible transaction, including the form of any
         agreements related thereto;

      -- assisting the Debtors in obtaining appropriate
         information and in preparing due diligence presentations
         related to a potential transaction;

      -- introducing the Debtors to strategic or financial buyers
         and/or strategic partners, as may be appropriate;

      -- assisting in negotiations related to a potential
         transaction, as may be appropriate, on behalf of the
         Debtors;

      -- coordinating with the Debtors' legal counsel regarding
         matters related to the closing of a transaction; and

      -- rendering such other investment banking services as may
         from time to time be agreed upon by the Debtors and
         Cappello.

    * In the event of a sale, Cappello will receive a cash fee
      equal to 2.75% of the transaction value.

    * The Debtors agree to advance to Cappello $5,000 to reimburse
      any out of pocket expenses incurred by Cappello during its
      engagement, whether or not a transaction is consummated.

Cappello has not received a retainer.  Cappello has only received
payment for a fee of $962,500 in August 2011 for capital raising
services rendered in connection with the refinancing of the senior
debt of Evergreen Holdings and the $5,000 advance.

Cappello can be reached at:

         CAPPELLO CAPITAL CORP.
         100 Wilshire Blvd., Suite 1200
         Santa Monica, CA 90401
         Tel: (310) 393-6632
         Fax: (310) 393-4893
         http://www.cappellocorp.com

                        About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013 in Santa Ana California.

The Debtors on the petition date filed applications to employ
Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel;
Jeffer, Mangels Butler & Mitchell L.L.P. as special corporate
counsel effective; and Cappello Capital Corp. as exclusive
investment banker.

The Debtors each estimated assets and debts of $50 million to $100
million.  According to the docket, the formal schedules of assets
and liabilities are due April 23, 2013.


EXIDE TECHNOLOGIES: S&P Puts 'B-' CCR on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B-'
corporate credit rating and its issue-level ratings on Exide
Technologies on CreditWatch with negative implications.

"We placed the ratings on CreditWatch with negative implications
because of our view of an increased likelihood of a downgrade over
the next 12 months after the company retained a financial advisory
firm to help with financing alternatives," said Standard & Poor's
credit analyst Nishit Madlani.  The CreditWatch placement reflects
uncertainty over Exide's financial risk profile given the impact
of recent developments on its businesses, including significant
stock price declines, potentially unfavorable trends in trade
terms, and--ultimately--cash flow and liquidity.  At this stage,
the company has not publicly announced any details on transaction
structure and timing.

S&P now views the company's liquidity position as "less than
adequate" (from adequate) given recent indications of a weaker
standing in credit markets, and its currently high leverage, which
could further limit financial flexibility in fiscal 2014 (ending
March 31).  Though liquidity sources cover liquidity uses by more
than 1.2x on average over the next 12 months, S&P continues to
believe that liquidity headroom has reduced significantly year
over year relative to cash needs over the next 12 months.

Although Exide expects fiscal 2013 fourth-quarter free operating
cash flow (FOCF) to exceed prior guidance, (total liquidity as of
March 31, 2013, was disclosed at about $230 million), S&P expects
limited cash flow prospects over the next two years.  S&P also
expects execution risks to heighten over the next few quarters as
the company faces the challenge of reducing working capital
requirements, minimizing restructuring cash costs, and tightly
managing capital expenditures.  This is critical because the
maturity of Exide's convertible senior subordinated notes (roughly
$56 million) in September 2013 will reduce availability under its
asset-based loan (ABL) facility at the same time when working
capital needs peak.

The ratings on Exide reflect S&P's assessment of its financial
risk as "highly leveraged" and its business risk profile as
"vulnerable."

Ongoing execution risk related to addressing structural cost
issues in its European transportation businesses, an overall
competitive pricing environment, lead-price volatility, and
potentially large swings in working capital remain risks to credit
quality.

The CreditWatch placement reflects at least a one-in-two
likelihood that S&P will downgrade Exide to 'CCC+' or below over
the next 12 months.

S&P aims to resolve the CreditWatch listing within the next 60-90
days, once it has greater visibility into the company's financial
arrangements and S&P can gauge the effect of the plan on Exide'
credit quality.  S&P will assess the impact of recent developments
on Exide' businesses, trade terms, liquidity, and cash flow over
its review period.

S&P could lower the rating if Exide's FOCF use is likely to
approach $15 million or more in fiscal 2014, potentially resulting
from the company's inability to improve its liquidity and manage
working capital requirements with a sustainable capital structure.
S&P could also lower the rating if further headwinds to its
financial flexibility were to materialize.  For instance, a delay
in the receipt of proceeds from the sale of its Frisco, Texas,
property could limit Exide's ability to invest in capital
expenditures required to support its business prospects.  Downward
rating pressure on the company could also arise if it appears
likely to engage in a debt exchange that S&P would classify as a
distressed exchange.

S&P could affirm the rating if Exide adopts a financing
arrangement that improves liquidity with sustained deleveraging
prospects and if its FOCF performance in fiscal 2014 is likely to
be in line with S&P's expectation (use of less than $10 million).


EXPERT GLOBAL: S&P Lowers Issuer Credit Rating to 'B-'
------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issuer
credit rating on Expert Global Solutions LLC (EGS) to 'B-' from
'B'.  The outlook is stable.  S&P also lowered its rating on EGS'
first-lien term loans to 'B-' from 'B' and its rating on its
second-lien term loans to 'CCC' from 'CCC+'.  S&P removed all of
these ratings from CreditWatch, where it had placed them with
negative implications on March 14, 2013.

"The downgrade reflects our view of EGS' worse-than-expected
operating history, even though its lenders broadly accepted its
proposed amendment concessions," said Standard & Poor's credit
analyst Kevin Cole.

On March 25, EGS amended its first- and second-lien facilities to
adjust financial covenants, including increasing certain maximum
leverage ratios and decreasing certain minimum interest coverage
ratios.  EGS had to pay a nominal fee in conjunction with the
amendment, and the interest rate it pays on its first- and second-
lien facilities increased by 50 basis points (bps) and 150 bps,
respectively.  On March 14, S&P had placed the ratings on
CreditWatch with negative implications based on the company's
worsening credit metrics, as defined in its credit agreement, and
S&P's expectation that it would likely violate a leverage covenant
unless it amended its debt agreement, which added uncertainty.

EGS has reported lower-than-expected operating results since its
recapitalization and acquisition of APAC Customer Services Inc.
(not rated) in April 2012.  EGS' debt agreements include covenants
that periodically tighten.  The company's leverage ratio
(operating company debt over EBITDA plus certain synergy
assumptions) has risen steadily over the past few quarters to 4.1x
as of Dec. 31, 2012, from a pro forma 3.8x a year earlier.

The outlook on the rating on EGS is stable.  S&P expects EGS'
operating company leverage ratio (as defined in the credit
agreement) to rise somewhat in the next two quarters before
falling to less than 4.25x by year-end 2013.  S&P could downgrade
EGS if its results are significantly weaker than it expects and if
S&P believes that it could breach its maximum leverage ratio
covenant (5.25x in 2013, falling to 4.25x by year-end 2014).  This
would most likely occur as a result of lower-than-expected
customer service call volume growth or a further tightening of
revolving credit that would further hinder collections.  On the
other hand, if the improvement in results outpaces S&P's
expectations, leading to a more rapid paydown of debt (with the
leverage ratio falling to less than 4.0x by year-end 2013), and if
S&P expects the improvement to continue, it could raise the
ratings.


FACTORSHARES 2X: S&P500 Bull/TBond Bear Has $154K Net Loss in 2012
------------------------------------------------------------------
FactorShares 2X: S&P500 Bull/TBond Bear (the "Fund"), filed on
March 26, 2013, its annual report on Form 10-K for the year ended
Dec. 31, 2012.

WithumSmith+Brown, PC, in New Brunswick, N.J., said that the Fund
has operational dependence on Factor Capital Management, LLC, and
conditions exist at the Managing Owner that raise substantial
doubt about its ability to continue as a going concern, thereby
raising substantial doubt about the Fund's ability to continue as
a going concern.

The Fund reported a net loss of $154,106 on $2 of total investment
income in 2012, compared with a net loss of $1.7 million on $1,772
of total investment income in 2011.

The Fund's statement of financial condition at Dec. 31, 2012,
showed $1.1 million in total assets, $71,919 in total liabilities,
and shareholders' capital of $1.0 million.

A copy of the Form 10-K is available at http://is.gd/DX8mdI

Summit, N.J.-based FactorShares 2X: S&P500 Bull/TBond Bear, a
Delaware statutory trust formed on Jan. 26, 2010, offers common
units of beneficial interest (the "Shares") only to certain
eligible financial institutions in one or more blocks of 100,000
Shares.  Factor Capital Management, LLC (the "Managing Owner"), a
Delaware limited liability company and a wholly owned subsidiary
of Factor Advisors, LLC, serves as the managing owner and
commodity pool operator of the Fund.  On July 16, 2012, Factor
Advisors, LLC, was acquired by and is wholly-owned by GENCAP
Ventures, LLC.


FACTORSHARES 2X: TBond Bull/S&P500 Bear Has $1.1MM 2012 Net Loss
----------------------------------------------------------------
FactorShares 2X: TBond Bull/S&P500 Bear (the "Fund"), filed on
March 26, 2013, its annual report on Form 10-K for the year ended
Dec. 31, 2012.

WithumSmith+Brown, PC, in New Brunswick, N.J., said that the Fund
has operational dependence on Factor Capital Management, LLC (the
"Managing Owner"), and conditions exist at the Managing Owner that
raise substantial doubt about its ability to continue as a going
concern, thereby raising substantial doubt about the Fund's
ability to continue as a going concern.

The Fund reported a net loss of $1.1 million on $10 of total
investment income in 2012, compared with net income of $289,702 on
$2,672 of total investment income in 2011.

Net income for the period from Feb. 22, 2011, to Dec. 31, 2011, of
$289,702 resulted from net realized gain on futures contracts of
$543,363, net unrealized loss on futures contracts of $73,692, and
the net investment loss of $179,969.

The Fund's statement of financial condition at Dec. 31, 2012,
showed $2.1 million in total assets, $158,283 in total
liabilities, and shareholders' capital of $1.9 million.

A copy of the Form 10-K is available at http://is.gd/wby6O5

Summit, N.J.-based FactorShares 2X: TBond Bull/S&P500 Bear, a
Delaware statutory trust formed on Jan. 26, 2010, offers common
units of beneficial interest (the "Shares") only to certain
eligible financial in one or more blocks of 100,000 Shares.
Factor Capital Management, LLC (the "Managing Owner"), a Delaware
limited liability company and a wholly owned subsidiary of Factor
Advisors, LLC, serves as the managing owner and commodity pool
operator of the Fund.  On July 16, 2012, Factor Advisors, LLC, was
acquired by and is wholly-owned by GENCAP Ventures, LLC.  GENCAP
Ventures, LLC, is wholly-owned and controlled by Esposito Private
Equity Group, a Texas based private equity investment firm.


FACTORSHARES 2X: S&P500 Bull/USD Bear Earns $246K in 2012
---------------------------------------------------------
FactorShares 2X: S&P 500 Bull/USD (the "Fund"), filed on March 26,
2013, its annual report on Form 10-K for the year ended Dec. 31,
2012.

WithumSmith+Brown, PC, in New Brunswick, N.J., said that the Fund
has operational dependence on Capital Management, LLC (the
"Managing Owner"), and conditions exist at the Managing Owner that
raise substantial doubt about its ability to continue as a going
concern, thereby raising substantial doubt about the Fund's
ability to continue as a going concern.

The Fund reported net income of $246,491 on $4 of total investment
income in 2012, compared with a net loss of $1.1 million on $1,772
of total investment income in 2011.  The net income of $246,491 in
2012 resulted from net realized gains on futures contracts of
$552,432, net unrealized gains on futures contracts of $33,322,
and the net investment loss of $339,263.

The Fund's statement of financial condition at Dec. 31, 2012,
showed $2.2 million in total assets, $70,838 in total liabilities,
and shareholders' capital of $2.1 million.

A copy of the Form 10-K is available at http://is.gd/fKMsqT

Summit, N.J.-based FactorShares 2X: S&P 500 Bull/USD, a Delaware
statutory trust formed on Jan. 26, 2010, offers common units of
beneficial interest (the "Shares") only to certain eligible
financial in one or more blocks of 100,000 Shares.  Factor Capital
Management, LLC (the "Managing Owner"), a Delaware limited
liability company and a wholly owned subsidiary of Factor
Advisors, LLC, serves as the managing owner and commodity pool
operator of the Fund.  On July 16, 2012, GENCAP Ventures, LLC, a
Texas limited liability company, became the sole member and owner
of Factor Advisors, LLC, pursuant to a definitive Purchase and
Sale Agreement with Factor Advisors Holding Co., LLC, Factor
Advisors, LLC, and Factor Capital Management, LLC, the Managing
Owner of the Fund.  The transaction constituted a change of
control of the Fund.


FACTORSHARES 2X: Oil Bull/S&P500 Bear Has $1.2-Mil. 2012 Net Loss
-----------------------------------------------------------------
FactorShares 2X: Oil Bull/S&P500 Bear (the "Fund"), filed on
March 26, 2013, its annual report on Form 10-K for the year ended
Dec. 31, 2012.

WithumSmith+Brown, PC, in New Brunswick, N.J., said that the Fund
has operational dependence on Capital Management, LLC (the
"Managing Owner"), and conditions exist at the Managing Owner that
raise substantial doubt about its ability to continue as a going
concern, thereby raising substantial doubt about the Fund's
ability to continue as a going concern.

The Fund reported a net loss of $1.2 million on $453 of total
investment income in 2012, compared with a net loss of $763,311 on
$3,572 of total investement income in 2011.

The Fund's statement of financial condition at Dec. 31, 2012,
showed $2.0 million in total assets, $95,729 in total liabilities,
and shareholders' capital of $1.9 million.

A copy of the Form 10-K is available at http://is.gd/vm6Eu9

Summit, N.J.-based FactorShares 2X: Oil Bull/S&P500 Bear, a
Delaware statutory trust formed on Jan. 26, 2010, offers common
units of beneficial interest (the "Shares") only to certain
eligible financial institutions in one or more blocks of 100,000 .
Factor Capital Management, LLC (the "Managing Owner"), a Delaware
limited liability company and a wholly owned subsidiary of Factor
Advisors, LLC, serves as the managing owner and commodity pool
operator of the Fund.  On July 16, 2012, Factor Advisors, LLC, was
acquired by and is wholly-owned by GENCAP Ventures, LLC.


FANNIE MAE: Posts $17.2BB Net Income in 2012, Largest in History
----------------------------------------------------------------
Federal National Mortgage Association filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing net income of $17.22 billion on $129.19 billion of
total interest income for the year ended Dec. 31, 2012, as
compared with a net loss of $16.85 billion on $142.94 billion of
total interest income for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $3.22
trillion in total assets, $3.21 trillion in total liabilities and
$7.22 billion in total equity.

"Our financial results improved significantly in 2012 and we
expect our earnings to remain strong over the next few years,"
said Timothy J. Mayopoulos, president and chief executive officer.
"We have taken a number of actions since 2009 to manage our legacy
book of business, build a healthy new book of business with
responsible underwriting standards, price appropriately for risk,
and reduce uncertainty by resolving outstanding issues.  These
actions have helped to strengthen our financial performance and to
support the housing recovery by enabling families to buy,
refinance, or rent a home even during the housing crisis."
"Solid business fundamentals such as improving performance of our
book of business and improvements in the housing market led us to
report the largest annual and quarterly net income in the
company's history," said Susan McFarland, executive vice president
and chief financial officer.  "We expect to remain profitable for
the foreseeable future and return significant value to taxpayers."

Fannie Mae has operated under the conservatorship of the Federal
Housing Finance Agency since Sept. 6, 2008.  The funding the
company has received under the senior preferred stock purchase
agreement with the U.S. Treasury has provided the company with the
capital and liquidity needed to maintain its ability to fulfill
its mission of providing liquidity and support to the nation's
housing finance markets and to avoid a trigger of mandatory
receivership under the Federal Housing Finance Regulatory Reform
Act of 2008.  Through March 31, 2013, Fannie Mae has requested
cumulative draws totaling $116.1 billion.  Under the senior
preferred stock purchase agreement, the payment of dividends
cannot be used to offset prior Treasury draws.  Accordingly, while
Fannie Mae has paid $35.6 billion in dividends to Treasury,
Treasury still maintains a liquidation preference of $117.1
billion on the Company's senior preferred stock.

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

                       http://is.gd/ro3hsZ

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

                       http://is.gd/68jUHS

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.


FOURTH QUARTER PROPERTIES: Can Employ Stone & Baxter as Counsel
---------------------------------------------------------------
Fourth Quarter Properties XXXVIII, LLC, sought and obtained
permission from the U.S. Bankruptcy Court to employ Stone & Baxter
LLP of Macon, Georgia, as its counsel.

Attorneys and other professional personnel within the firm will
undertake this representation at their standard hourly rates,
which now range between $185 to $410 for each attorney, and $125
per hour for research assistants and paralegals, including all
travel time.

The firm is currently holding $3,470 as retainer.

To the best of the Debtor's knowledge, neither the firm nor any of
its attorney has any connection with the Debtor, its creditors or
any other party in interest.

                  About Fourth Quarter Properties

Fourth Quarter Properties XXXVIII, LLC, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 13-10585) in Newnan, Georgia,
on March 5, 2013.  The Debtor is a single asset real estate debtor
as defined in 11 U.S.C. Sec. 101(51B) and has property in 45, 47
& 59 Ansley Drive, in Newnan.  The Debtor estimated at least
$10 million in assets and at least $1 million in liabilities as of
the Chapter 11 filing.

Matthew Cathey, Esq., at Stone & Baxter, LLP, in Macon, Georgia,
serves as the Debtor's counsel.  According to the docket, the
Chapter 11 plan and disclosure statement are due July 3, 2013.


FOURTH QUARTER PROPERTIES: Files Schedules of Assets and Debts
--------------------------------------------------------------
Fourth Quarter Properties XXXVIII, LLC, filed with the U.S.
Bankruptcy Court for the Northern District of Georgia its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $14,909,942
  B. Personal Property                 $3,697
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $5,852,894
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $28,984
                                 -----------      -----------
        TOTAL                    $14,913,639       $5,881,878

                  About Fourth Quarter Properties

Fourth Quarter Properties XXXVIII, LLC, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 13-10585) in Newnan, Georgia,
on March 5, 2013.  The Debtor is a single asset real estate debtor
as defined in 11 U.S.C. Sec. 101(51B) and has property in 45, 47
& 59 Ansley Drive, in Newnan.  The Debtor estimated at least
$10 million in assets and at least $1 million in liabilities as of
the Chapter 11 filing.

Matthew Cathey, Esq., at Stone & Baxter, LLP, in Macon, Georgia,
serves as the Debtor's counsel.  According to the docket, the
Chapter 11 plan and disclosure statement are due July 3, 2013.


FIRST SECURITY: Delays Annual Report for 2012
---------------------------------------------
First Security Group, Inc., is in the process of preparing its
consolidated financial statements as of Dec. 31, 2012.  The
process of compiling and disseminating the information required to
be included in its Form 10-K annual report was not be completed by
April 1, 2013, without incurring undue hardship and expense.  The
Company undertakes the responsibility to file that Annual Report
no later than 15 calendar days after its original due date.

                     About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in
Chattanooga, Tennessee, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has recently incurred substantial
losses.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

The Company reported a net loss of $23.06 million in 2011, a net
loss of $44.34 million in 2010, and a net loss of $33.45 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $1.11
billion in total assets, $1.07 billion in total liabilities and
$44.72 million in total shareholders' equity.


FRIENDFINDER NETWORKS: Incurs $49.4 Million Net Loss in 2012
------------------------------------------------------------
FriendFinder Networks Inc. reported a net loss of $49.44 million
on $314.37 million of total revenue for the year ended Dec. 31,
2012, as compared with a net loss of $31.14 million on $330.43
million of total revenue during the prior year.  The Company
incurred a net loss of $43.15 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $452.15
million in total assets, $628.56 million in total liabilities and
a $176.41 million total stockholders' deficiency.

"FriendFinder Networks continues to focus resources to support and
grow our flagship brands, which are our most profitable
properties, and represent the greatest promise over the long-term.
Our success in becoming more efficient with our marketing spend
has resulted in improved operating margins and an increase in
conversion of members to subscribers.  For example, our conversion
of members to subscribers increased 15% year-over-year," said
Anthony Previte, chief executive officer of FriendFinder Networks.
"Additionally, we were able to achieve $21.9 million in Adjusted
EBITDA for the quarter and $74.7 million for the full year, in
line with our previous guidance.  Going forward, in the near term
we anticipate that we will remain at approximately the same run
rate we achieved during the second half of the year for Adjusted
EBITDA and that additional operational adjustments will allow us
to attract higher credit-quality customers, resulting in a more
stable, revenue base and increasing levels of EBITDA."

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

                        http://is.gd/ZLpmKk

                    About FriendFinder Networks

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  All total, its Web sites are offered in 12
languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.

                           *     *     *

In the Nov. 14, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered its rating on FriendFinder Networks Inc.
to 'CC' from 'CCC'.

"The downgrade follows FriendFinder's announcement that it had
reached a forbearance agreement with 85% of the lenders in its
senior secured notes and 100% of the lenders in its second lien
cash pay notes that defers the excess cash flow payments through
Feb. 4, 2013," said Standard & Poor's credit analyst Daniel
Haines.  "The company has decided to preserve liquidity as it
attempts to refinance its debt.  We are withdrawing our ratings at
the company's request."


FULL TILT POKER: Ex-CEO Bitar to Enter Guilty Plea
--------------------------------------------------
Chad Bray, writing for The Wall Street Journal, reports that
Raymond Bitar, the one-time CEO of defunct online-poker Web site
Full Tilt Poker, has reached a deal to plead guilty to criminal
charges as he awaits a heart transplant in California.

According to the report, at Monday's hearing in federal court in
Manhattan, U.S. District Judge Loretta Preska set April 19 as a
potential date for Mr. Bitar to enter a guilty plea in his case in
California.  The report relates John F. Baughman, Mr. Bitar's
lawyer, said his client needs a heart transplant and has entered a
plea agreement with federal prosecutors. He declined to say what
charges Mr. Bitar might plead guilty to.

Mr. Bitar was arrested July 2012 at New York's John F. Kennedy
Airport after returning to the U.S.  He was originally charged,
along with 10 others, in 2011 as part of a U.S. crackdown on
illegal Internet gambling.

The report recounts prosecutors have alleged that billions of
dollars in payments from U.S. gamblers were disguised by Full Tilt
and other online-poker companies as payments to nonexistent online
merchants for golf balls, flowers, jewelry and other merchandise.
U.S. authorities in July added allegations that Mr. Bitar
defrauded players by using their funds to pay for the company's
operations and to make more than $430 million in payments to its
owners.  Full Tilt allegedly had told players that their funds
would be held in "segregated" accounts, prosecutors said.  As a
result, Full Tilt was unable to pay about $350 million owed to
players in the U.S. and elsewhere, prosecutors said.

According to the report, PokerStars in July 2012 agreed to pay
$731 million to settle a related civil lawsuit by the U.S.
Department of Justice over allegations of bank fraud, money
laundering and violating U.S. gambling regulations.  As part of
the deal, PokerStars, an Isle of Man company, agreed to pay $547
million to the Justice Department and to pay $184 million owed to
poker players who were customers of Full Tilt or PokerStars. It
also acquired the remaining assets of Full Tilt.

The report also notes prosecutors in March announced that Garden
City Group had been named as claims administrator to oversee the
process of returning funds to players allegedly defrauded by Full
Tilt.


GMX RESOURCES: Blackstone Reports on Talks on Assets Sale
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission,
Blackstone Holdings I L.P., GSO Palmetto Opportunistic Investment
Partners LP, GSO Credit A-Partners LP, et al., said in a
regulatory filing with the U.S. Securities and Exchange Commission
that they are engaged in negotiations with GMX Resources Inc.
regarding entering into an asset purchase agreement to acquire
substantially all of the Company's operating assets and
undeveloped acreage.  If an asset purchase agreement is finalized
with the Company, the sale may be subject to higher and better
offers at a public auction pursuant to procedures to be approved
by the Court.

Furthermore, certain holders of the 2017 Notes, including the GSO
Funds, have indicated to the company that they intend to provide
debtor-in-possession financing in the amount of $50 million under
a Superpriority Debtor in Possession Credit and Guaranty Agreement
to be entered into upon approval by the Court, and expected to be
entered into among the Issuer, as borrower, Diamond Blue Drilling
Co. and Endeavor Pipeline Inc., as guarantors, and the DIP Lenders
from time to time party thereto, as lenders, and Cantor Fitzgerald
Securities, as DIP Agent, to fund a process for the orderly sale
of the Company's assets pursuant to Section 363 of the Bankruptcy
Code.  The DIP Facility commitment is expected to be backstopped
by the GSO Funds and their affiliates and by affiliates of Chatham
Asset Management, LLC, Omega Advisors, Inc., and Whitebox Advisors
LLC.  The Backstop Lenders hold or manage in the aggregate
slightly more than 80% of the outstanding amount of the 2017
Notes.

The DIP Facility is expected to be composed of a multi-draw term
loan facility in an aggregate principal amount of up to $50
million to be advanced on a superpriority administrative claim
basis and to be secured by a first priority lien against all of
the unencumbered property and assets of the Issuer and a priming
lien against the assets of the Issuer that are encumbered.

A copy of the filing is available for free at:

                        http://is.gd/wzBMW5

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

The Company's balances sheet at Sept. 30, 2012, showed $343.14
million in total assets, $467.64 million in total liabilities and
a $124.49 million total deficit.

GMX Resources filed a Chapter 11 petition in its hometown (Bankr.
W.D. Okla. Case No. 13-bk-11456) on April 1, 2013, so secured
lenders can buy the business in exchange for $324.3 million in
first-lien notes.

GMX missed a payment due in March 2013 on $51.5 million in second-
lien notes.  Other principal liabilities include $48.3 million in
unsecured convertible senior notes.


GOSPEL RESCUE: NJ Family Support Payment Center's Claim Nixed
-------------------------------------------------------------
Gospel Rescue Ministries of Washington D.C. Inc. listed New Jersey
Family Support Payment Center as owed $936 for 1st and 2nd quarter
2012 (for Ardell Simmons).  The debtor has objected to the claim
stating that "[t]he Court should disallow or strike the scheduled
claim because upon further review, it appears that multiple of the
Debtor's claim holders are claiming the same debt."  Ardell
Simmons (who owed child support) has filed a claim that includes
the same $936 amount, asserting that when the debtor failed to pay
the Support Payment Center, the Center garnished her bank account
for the same $936.  The Center has not filed a response to the
objection.  The debtor has objected to Ms. Simmons' claim and is
negotiating with her regarding the proper amount of her claim.

According to Bankruptcy Judge S. Martin Teel, Jr., Ms. Simmons'
proof of claim was executed under penalty of perjury and
constitutes evidence that the Center is no longer owed the $936 as
Ms. Simmons herself has satisfied the debt she owed the Center.
The judge said the apparent effect on Ms. Simmons is not that she
is owed $936 in addition to her unpaid wages, but that her unpaid
wages cannot be reduced for the $936 garnishment that the debtor
was required to pay to the Center out of Ms. Simmons' wages.
Accordingly, the Court disallowed the Center's claim.

A copy of the Court's April 9, 2013 is available at Memorandum
Decision is available at http://is.gd/ZC85hIfrom Leagle.com.

                  About Gospel Rescue Ministries

Gospel Rescue Ministries of Washington, D.C. Inc., filed a Chapter
11 petition (Bankr. D.C. Case No. 12-00405) on May 30, 2012,
estimating assets of $10 million to $50 million and debts of up to
$10 million.  Judge S. Martin Teel, Jr. presides over the case.
Paul Sweeney and the law firm of Yumkas, Vidmar & Sweeney LLC
serve as bankruptcy counsel.

According to the Web site http://www.grm.org, in the heart of
Washington D.C., Gospel Rescue Ministries strives to be a shelter
in the storm of substance abuse, hunger, and homelessness.  GRM is
a non-denominational Christian social service agency that provides
hope, help, and healing to men and women in a variety of ways,
from sheltering the homeless and feeding the hungry, to educating
men and women, healing them from addictions, and providing them
with the vocational skills and spiritual strength to change their
lives.

Michael J. Corttese, the CEO and president, worked at World Bank
Group and International Finance Corp. for 30 years, before joining
GRM as volunteer in 1998.


GULF FLEET: Louisiana Court Narrows LBO Lawsuit v. H.I.G. et al.
----------------------------------------------------------------
Bankruptcy Judge Robert Summerhays granted, in part, and denied,
in part, a motion to dismiss a 14-count complaint captioned ALAN
H. GOODMAN, TRUSTEE Plaintiffs-in-Intervention v. H.I.G. CAPITAL,
LLC, ET AL, Defendants-in-Intervention, Case No. 10-50713,
Adversary No. 11-05006 (Bankr. W.D. La.).

The Complaint filed by Alan H. Goodman -- alan.goodman@bswllp.com
-- as trustee of the Gulf Fleet Liquidating Trust, asserts claims
arising out of H.I.G.'s leveraged buyout and subsequent management
of Gulf Fleet Holdings, Inc. and its affiliates.

Gulf Fleet was formed in 1999 by Michael and Darlene Hillman.  In
May 2007, the Hillmans and H.I.G. entered into the LBO transaction
wherein the Hillmans sold all of their ownership interest in Gulf
Fleet to H.I.G. in exchange for $23.5 million in cash and a 35%
equity interest in the new Gulf Fleet entity created as a result
of the buyout.  As a result of the LBO, H.I.G. held a 65%
controlling interest in Gulf Fleet.  H.I.G. Gulf Fleet
Acquisition, LLC, a "shell" Delaware LLC and "indirectly wholly-
owned subsidiary of H.I.G. Capital," was formed in connection with
the LBO to hold the stock of Gulf Fleet Holdings.

The LBO was funded by a $42 million term loan and a $10 million
revolver credit.  According to the Complaint, Gulf Fleet got the
full term debt and got $4 million of the revolver debt.
Brightpoint Capital Partners Master Fund, L.P. extended an
additional $6 million subordinated loan.  According to the
trustee, the loan proceeds were used to pay Gulf Fleet's pre-LBO
debt, to fund the $23.5 million cash to the Hillmans, and Gulf
Fleet ultimately retained $500,000 cash.

The Trustee also alleges that:

  -- H.I.G. "dominated and controlled" Gulf Fleet after the LBO;

  -- H.I.G. required Gulf Fleet to enter into a Professional
     Services Agreement and Consulting Agreement, which
     arrangements provided no value to the company;

  -- H.I.G. refused to reimburse Gulf Fleet for expenses it spent
     in connection with the construction of the M/V Gulf Tiger;

  -- a Factoring Agreement Gulf Fleet entered into with an H.I.G.
     subsidiary, GF Financing, was designed to provide liquidity
     for Gulf Fleet without requiring H.I.G. to risk a capital
     contribution; and

  -- H.I.G. undercapitalized Gulf Fleet by refusing to inject new
     capital into the company and its affiliates.

The H.I.G. Defendants filed a motion to dismiss the complaint.
Brightpoint also filed a separate motion to dismiss.

Judge Summerhays found that the Trustee has not met the burden
required to plead its allegations of (i) fraudulent transfer
claims under 11 U.S.C. Sec. 544, 548 and 550, (ii) a claim to
recharacterize H.I.G.'s debt as equity, (iii) simulation under La.
Civil Code Article 2027, (iv) state law breach of fiduciary duty
claims, and (v) state law breach of duty of loyalty and tort.

The judge granted the H.I.G. Defendants' motion to dismiss claims
on (i) aiding and abetting breach of fiduciary duty, (ii)
delictual action for conversion, (iii) single business enterprise,
and (iv) partnership liability -- but granteds the Trustee leave
to re-plead those claims.  The Trustee has 30 days to file an
amended complaint that complies with the court's ruling.  The
defendants will have 20 days from the filing of the amended
complaint to answer, respond, or otherwise move with respect to
the amended complaint.

On the other hand, the judge found that the Trustee's allegations
of (i) equitable subordination, and (ii) unjust enrichment are
sufficient to avoid dismissal.

The judge also granted the H.I.G. Defendants' motion to dismiss
with respect to the quantum meruit claims based on payments made
pursuant to contracts; but denied the request with respect to the
quantum meruit claims based on payments that the Trustee alleges
were not made pursuant to contracts.

The court granted Brightpoint's motion to dismiss and Rule 12(e)
Motion for More Definite Statement.

A copy of Judge Summerhays' April 1, 2013 Reason for Decision is
available at http://is.gd/VzslHYfrom Leagle.com.

                       About Gulf Fleet

Lafayette, Lousiana-based Gulf Fleet Holdings, Inc. -- along with
affiliates Star Marine, LLC; Gulf Wind, LLC; Gulf Service, LLC;
Gulf Worker, LLC; Hercules Marine, LLC; Gulf Fleet, LLC; Gulf
Fleet Marine, Inc.; Gulf Fleet Management, LLC; Gulf Fleet
Offshore, LLC; and Gulf Ocean Marine Services, LLC -- filed for
Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. W.D. La.
Case No. 10-50713).

Gulf Fleet owned and operated a fleet of offshore and fast supply
vessels that supported oil and gas exploration and production
companies and other oilfield service companies.  Gulf Fleet also
operated an independent vessel brokerage business.

Gulf Fleet estimated $100 million to $500 million in assets and
$50 million to $100 million in debts in its Chapter 11 petition.
In their schedules, affiliate Gulf Fleet, LLC, disclosed
$2,088,277 in assets and $83,891,116 in liabilities; Gulf Fleet
Management, LLC, disclosed $943,256 in assets and $45,071,399 in
liabilities; and Gulf Ocean Marine Services, LLC, disclosed
$15,777,138 in assets and $79,513,230 in liabilities.

R. Michael Bolen, U.S. Trustee for Region 5 appointed seven
members to the official committee of unsecured creditors.  The
Committee was represented by Alan H. Goodman, Esq., at Breazeale,
Sachse & Wilson, L.L.P., and Hugh M. Ray, Jr., Esq., at Andrews &
Kurth.


HAMLET EAST: Updated Case Summary & Creditors' Lists
----------------------------------------------------
Lead Debtor: Hamlet East, Inc., a Delaware corporation
             4419 Van Nuys Blvd., Ste. 214
             Sherman Oaks, CA 91403

Bankruptcy Case No.: 13-12397

Chapter 11 Petition Date: April 5, 2013

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Ian Landsberg, Esq.
                  LANDSBERG & ASSOCIATES APC
                  5950 Canoga Ave Ste 605
                  Woodland Hills, CA 91367
                  Tel: (818) 855-5900
                  Fax: (818) 855-5910
                  E-mail: ilandsberg@landsberg-law.com

Estimated Assets: $0 to $50,000

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

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
Hamlet Group, Inc.                     13-12398
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Mary Warlick, vice president.

A. A copy of Hamlet East's list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb13-12397.pdf

B. A copy of Hamlet Group's list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb13-12398.pdf


HAWAII NUI: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Hawaii Nui Brewing LLC
        275 East Kawili Street
        Hilo, HI 96720

Bankruptcy Case No.: 13-00584

Chapter 11 Petition Date: April 9, 2013

Court: United States Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Chuck C. Choi, Esq.
                  WAGNER CHOI & VERBRUGGE
                  745 Fort Street, Suite 1900
                  Honolulu, HI 96813
                  Tel: (808) 533-1877
                  Fax: (808) 566-6900
                  E-mail: cchoi@hibklaw.com

Estimated Assets: $100,001 to $500,000

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/hib13-00584.pdf

The petition was signed by Andrew K. Baker, president.


HERBALIFE LTD: Says Prior Audit Withdrawal Won't Result in Default
------------------------------------------------------------------
Herbalife on April 9 issued the following statement in response to
media inquiries:

"We believe we are currently in compliance with New York Stock
Exchange (NYSE) listing requirements and we do not anticipate that
the NYSE will initiate any type of proceeding to delist the
company.  Earlier [Tues]day, the company proactively reached out
to NYSE officials regarding its detailed plan to replace KPMG and
will keep the exchange fully apprised of those efforts.  In
addition, the company has confirmed that KPMG's resignation as the
company's auditor and KPMG's withdrawal of its prior audit
opinions will not result in a default under Herbalife's existing
credit facilities," Herbalife said.

                       About Herbalife Ltd.

Herbalife Ltd. -- http://ir.Herbalife.com-- is a global nutrition
company that sells weight-management, nutrition and personal care
products intended to support a healthy lifestyle.  Herbalife
products are sold in more than 80 countries to and through a
network of independent distributors.


HERCULES OFFSHORE: Moody's Lifts CFR to 'B2'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded Hercules Offshore, Inc.'s
Corporate Family Rating to B2 from B3, Probability of Default
Rating to B2-PD from B3-PD, senior secured notes rating to Ba3
from B1 and senior unsecured notes rating to B3 from Caa1. The
rating outlook is stable.

"Hercules will benefit from increasing operator activity in the
shallow-water Gulf of Mexico and International Offshore markets,
which is driving higher day-rate momentum and longer contract
durations," stated Michael Somogyi, Moody's Vice President --
Senior Analyst. "These improving market conditions provide
visibility towards improved cash flow generation and a lower
leverage profile over the next 18-24 months."

Issuer: Hercules Offshore, Inc.

Corporate Family Rating, upgraded to B2 from B3

Probability of Default rating, upgraded to B2-PD from B3-PD

$300 million Senior Secured Regular Bond/Debenture, upgraded to
Ba3 from B1

$300 million Senior Unsecured Regular Bond/Debenture, upgraded to
B3 from Caa1

$200 million Senior Unsecured Regular Bond/Debenture, upgraded to
B3 from Caa1

Speculative Grade Liquidity Rating, affirmed SGL-2

Rating Outlook, maintained stable outlook

Ratings Rationale:

Hercules' B2 CFR is supported by its improved cash flow and lower
leverage on the back of increased drilling activity and higher
day-rates in the Gulf of Mexico (GOM). The B2 CFR is restrained by
Hercules' core jack-up fleet, which consists primarily of standard
specification rigs with an average age of about 30 years. Its rigs
are geographically concentrated in the shallow-water GOM, which
experienced a sharp slow-down after the Macondo well incident.
Improved economics from liquids-rich wells has led to a revival of
operator activity in this area and, combined with a tightness in
rig supply, continues to support positive day-rate progression and
extended contract durations. The improving market conditions
support positive cash flow generation, which is expected to
continue for at least the next 18 to 24 months as old contracts
roll into new contracts with higher day-rates.

Hercules reported revenues of $710 million for the year-ended
December 31, 2012, up over 8% year-over-year. EBITDA more than
doubled over this period to approximately $215 million led by its
core Domestic Offshore segment that benefitted from higher average
utilization rates (87.4% from 78.1%) and increased average day-
rates ($61,764 per day from $48,387 per day). Leverage as measured
by debt to EBITDA (including Moody's standard adjustments) at the
end of December 2012 was 4.3x, down from 5.5x at the end of
December 2011. Looking forward, Moody's expects leverage to
continue to trend lower as EBITDA rises to a range of $300 to $330
million by the end of 2013. Moody's projection for the continued
improvement in EBITDA is based on the roll-over of existing rig
contracts into new contracts with day-rates that reflect the
higher market rates that are currently available.

The SGL-2 Speculative Grade Liquidity rating reflects good
liquidity. Hercules had a cash balance of $260 million and full
availability on its $75 million bank credit facility as of
December 31, 2012. The $335 million of liquidity is sufficient to
pay off the convertible senior notes that become puttable in June
2013 ($66 million). Access to the revolving credit facility is
predicated on remaining in compliance with a 3.5x senior secured
bank debt to consolidated cash flow covenant, against which
Moody's expects the company to remain in compliance. Essentially
all of Hercules' assets are pledged to the senior secured loans
and senior secured notes so there is little opportunity to
generate secondary liquidity through asset sales.

The Ba3 rating on Hercules' $300 million senior secured notes is
two notches higher than the Corporate Family Rating of B2. This
reflects its senior standing in the capital structure and the
support that is provided by the company's approximately $570
million of senior unsecured notes in a default scenario. However,
Moody's has overridden the Loss Given Default model and capped the
senior secured notes at Ba3 because of the expectation that
Hercules' aging commodity jack up fleet would have a lower
recovery value in a distressed sale after an event of default. The
senior unsecured notes are rated B3, one notch beneath the CFR
under Moody's Loss Given Default Methodology.

The outlook is stable. A positive rating action could be
considerable if HERO's ratio of total debt to EBITDA is sustained
below 2.5x (including a pro-rata portion of Discovery Offshore's
debt) while maintaining good liquidity. Should leverage rise in
excess of 5.0x or liquidity deteriorate, the rating could be
considered for downgrade.

The principal methodology used in these ratings was the Global
Oilfield Services Rating 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.

Hercules Offshore, Inc. is headquartered in Houston, TX and is a
provider of offshore contract drilling and liftboat services with
operations principally in the shallow water Gulf of Mexico and in
a number of international locations.


HOG BROTHERS: Mich. District Court Validates CSX, Norfolk Claims
----------------------------------------------------------------
District Judge Mark A. Goldsmith in Flint, Michigan, declined the
defendants' motion to dismiss and motion for summary judgment in
the case, CSX TRANSPORTATION, INC., et al.,  Plaintiffs, vs. FRANK
DENARDO, JR., et al., Defendants, Civil Action No. 12-CV-11060
(E.D. Mich.).

CSX Transportation and Norfolk Southern Railway Co. bring claims
of fraudulent transfers and unlawful distributions allegedly made
by their judgment debtor, Hog Brothers Recycling, LLC, to the
defendants Frank Denardo, Jr., Clifford Winter, and Douglas Dauer,
who were members of Hog Brothers; and Patricia Winter, Clifford's
spouse.

Hog Brothers was in the business of purchasing, processing, and
selling scrap metal.  The Plaintiffs allege that in 2008 and 2009,
Hog Brothers incurred (i) $517,303.65 in debt to CSX for freight
charges and purchase of scrap rail cars; and (ii) $104,780.44 in
debt to Norfolk for freight charges.  To recover these charges,
CSX and Norfolk filed separate suits against Hog Brothers in E.D.
Mich. District Court, resulting in default judgments: (i) for CSX
for $481,343.65 (in Case No. 09-13626, entered by Judge David M.
Lawson on March 23, 2011), and (ii) for Norfolk for $108,560.42
(in Case No. 09-11434, entered by Judge Robert H. Cleland on
September 30, 2009).

Hog Brothers Recycling, LLC, in Detroit, Michigan, filed for
Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 10-48733) on
March 18, 2010.  Bankruptcy Judge Phillip J. Shefferly presided
over the case.  Charles J. Taunt, Esq. -- cjtaunt@tauntlaw.com --
served as the Debtor's counsel. According to the schedules, the
Company has assets of $1,130,700, and total debts of $9,375,628.
A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb10-48733.pdf
The petition was signed by Frank DeNardo Jr.

On July 9, 2010, the Bankruptcy Court entered an order authorizing
the sale of substantially all of the assets of Hog Brothers to
Fort Iron and Metal Company.  Following the sale, the bankruptcy
case was closed on Oct. 25, 2010.  No reorganization plan was
apparently filed or approved.

After entry of the default judgments against Hog Brothers, the
Plaintiffs engaged in discovery to trace the assets of Hog
Brothers, culminating in the assertion of claims for fraudulent
transfers and unlawful distributions, in violation Mich. Comp.
Laws Sec. 566.31 and Mich. Comp. Laws Sec. 450.4307. The
Plaintiffs allege in their amended complaint that the Defendants
attempted to conceal their personal liability by, among other
things, (i) "[f]ailing to disclose the existence of any causes of
action" against the Members of Hog Brothers on the Chapter 11
Petition; and (ii) "[d]isclosing the existence of only $12,000.00
dollars [sic] worth of payments" to the Members of Hog Brothers.

The Plaintiffs further allege that in 2007 and 2008, Hog Brothers
defaulted on a loan to Citizens Bank and engaged in liquidation,
at which point Hog Brothers' liabilities exceeded its assets.

The Plaintiffs also allege that while Hog Brothers was insolvent
in 2008 and 2009, it made cash distributions between $1 million
and $2 million to the Defendants; the transfers were made with the
actual and presumed intent to defraud the Plaintiffs; and Patricia
Winters received distributions from Hog Brothers, and that Ms.
Winters was not a good-faith transferee.

The Defendants argue that upon the sale of all of Hog Brothers'
assets and the closing of the bankruptcy case, Hog Brothers had
sold its right to bring the claims to Fort Iron.  The Defendants
further argue that the Plaintiffs' claims are moot because, if the
allegedly improper distributions were refunded, they would have to
be refunded to Fort Iron, and the Plaintiffs therefore have no
possibility of recovery.

According to Judge Goldsmith, the amended complaint has made
sufficient allegations of fact that Hog Brothers knew of the basis
for the fraudulent transfer and unlaw ful distribution claims at
the time its schedules were filed.  The complaint alleges that,
during the bankruptcy proceeding, Hog Brothers failed to disclose
the existence of any claims for transfers to the Defendants, and
disclosed only $12,000 worth of payments to the members of Hog
Brothers, even though between $1 million and $2 million were
transferred from Hog Brothers to the Defendants during 2008 and
2009.  The Court said these alleged facts are sufficient to
establish, at this point in the proceedings, that Hog Brothers was
required to disclose the fraudulent conveyance and unlawful
distribution claims.

Because the claims were not disclosed, Judge Goldsmith said the
claims were not formally abandoned and remained property of Hog
Brothers' estate.

Moreover, Judge Goldsmith said the appropriate way to proceed at
this juncture over the undisclosed assets would be to notify the
Bankruptcy Court of the dispute so that the Bankruptcy Court can
determine whether to reopen the case.  Because there is no
confirmed plan of reorganization, there does not seem to be a
barrier to reopening the case to administer undisclosed assets.
Furthermore, based on the facts alleged, Plaintiffs may be able to
show that there is a likelihood of substantial recovery for the
estate or benefit to the creditors.

Should the Bankruptcy Court choose to reopen the bankruptcy
proceedings, Judge Goldsmith said there are several avenues
available for administering the undisclosed claims: The Bankruptcy
Court may authorize a creditors' committee or an appointed trustee
to bring the claims on behalf of the Debtor; The creditors'
committee may move the Bankruptcy Court to appoint an examiner
with authority to sue; The Bankruptcy Court may order the Debtor
to file an avoidance action.

A copy of the Court's March 25 Opinion and Order is available at
http://is.gd/vdA3Bj


HONDO MINERALS: Incurs $4-Mil. Net Loss in Fiscal 2nd Quarter
-------------------------------------------------------------
Hondo Minerals Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $4.0 million for the three months
ended Jan. 31, 2013, compared with a net loss of $1.3 million for
the three months ended Jan. 31, 2012.

The Company reported a net loss of $7.1 million for the six months
ended Jan. 31, 2013, compared with a net loss of $1.8 million for
the six months ended Jan. 31, 2012.
The Company's balance sheet at Jan. 31, 2013, showed $12.1 million
in total assets, $6.5 million in total liabilities, and
stockholders' equity of $5.6 million.

The Company said: "We have not attained profitable operations and
are dependent upon obtaining financing to pursue any extensive
acquisitions and activities.  For these reasons, our auditors
stated in their report on our audited financial statements that
they have substantial doubt that we will be able to continue as a
going concern without further financing.

A copy of the Form 10-Q is available at http://is.gd/l8DbRn

Addison, Tex.-based Hondo Minerals, Inc., is engaged in the
acquisition of mines, mining claims and mining real estate in the
United States with mineral reserves consisting of precious metals
or non-ferrous metals.  Since early 2010, HMI has been building
and developing a plant designed to process precious and base
metals in the Tennessee and Schuylkill Mines in the Wallapai
Mining District near Chloride, Mohave County, Arizona.  The
Company's main focus is the processing of the tailings pile at the
mouth of the Tennessee Mine which includes approximately a one
million ton tailings pile containing various amounts of lead,
zinc, gold, silver, and other concentrations of metal and is
adjacent to the Schuylkill Mine.  Hondo also owns various mining
claims in Colorado and Utah but none are operational as of
Jan. 31, 2013.

In mid-July 2012, the Company began processing tailings; however,
the Company has yet to realize any revenues from those operations.


HOSTESS BRANDS: Sells More Operations for $58.4 Million
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. received approval for the last of
the major sales of assets belonging to the former baker of Wonder
bread.

The report relates that, McKee Food Corp., facing no competing
bids, received approval to pay $27.5 million for the Drakes
business, including Coffee Cakes, Devil Dogs, Ring Dings and
Yodels.

United States Bakery Inc., as the initial bidder, was forced into
an auction for Hostess's Sweetheart, Eddy's, Standish Farms and
Grandma Emilie's bread brands, four bakeries and 14 depots, plus
certain equipment. Although the initial bidder ended up on top, it
was forced to raise the offer by $2 million.  On April 9, the
judge approved the sale for $30.85 million.

                       About Hostess Brands

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

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

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

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

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

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

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

Hostess has received court approval for sales raising about $800
million. Apollo Global Management LLC and C. Dean Metropoulos &
Co. are buying the snack cake business for $410 million. Flowers
Foods Inc. is taking most of the bread business, including the
Wonder bread brand for $360 million.  Neither of the sales
attracted competitive bidding.  After an auction with competitive
bidding, Mexican baker Grupo Bimbo SAB was given a green light to
buy the Beefsteak rye bread business for $31.9 million.


HOSTESS BRANDS: Wins Court Approval to Sell Drake's Brand
---------------------------------------------------------
Hostess Brands Inc. on April 9 disclosed that it has obtained U.S.
Bankruptcy Court approval to sell its Drake's(R) snack cake brand
as well as four of its northwest regional bread brands in two
separate transactions totaling approximately $58.4 million in
proceeds.

"The sale of Drake's(R) and the bread brands are the culmination
of our efforts to sell the Company's major assets," said Gregory
F. Rayburn, the Company's Chairman and Chief Executive Officer.
"All of the Company's beloved brands can now live on and,
importantly, we have maximized value for the Company's
stakeholders.  We now turn our attention to selling remaining
miscellaneous assets and completing the liquidation."

Hostess Brands has now obtained Court approval of five
transactions totaling approximately $860 million in proceeds.

U.S. Bankruptcy Judge Robert Drain today approved the following
transactions:

-- The sale of the Company's Drake's(R) snack cake brand and
certain related assets to affiliates of McKee Foods Corporation
for $27.5 million.  Drake's products include Ring Dings(R),
Yodels(R), Devil Dogs(R), Yankee Doodles(R), Sunny Doodles(R), and
Drake's Coffee Cake(R).

-- The sale of the Company's Sweetheart(R), Eddy's(R), Standish
Farms(R), and Grandma Emilie's(R) bread brands, four bakeries, and
certain other related assets to affiliates of United States Bakery
for approximately $30.9 million.

Judge Drain previously approved the following transactions:

-- The sale of the majority of the Company's snack cake business
to affiliates of Apollo Global Management, LLC and Metropoulos &
Co. for $410 million.  The assets sold include the Hostess(R) and
Dolly Madison(R) snack cake brands, five bakeries and certain
other related assets.  Among the products included are the
Company's Twinkies(R), Ho Hos(R), Ding Dongs(R), and Donettes(R)
snack cakes.

-- The sale of the majority of the Company's bread business,
including its Wonder(R) brand, to affiliates of Flowers Foods,
Inc. for $360 million.  The assets sold include six of the
Company's largest bread brands, 20 bakeries and certain other
related assets.

-- The sale of the Beefsteak(R) bread brand to affiliates of Grupo
Bimbo, S.A.B. de C.V. for $31.0 million.

The Company has retained Hilco Industrial, LLC to market and sell
its remaining assets, including property and equipment.

Jones Day provided legal advice to Hostess Brands on all of the
transactions. Perella Weinberg Partners served as the Company's
financial advisor.

                       About Hostess Brands

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

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

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

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

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

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

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


HOWREY LLP: Creditors Again Blocked From Suing Partners
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a group of creditors of Howrey LLP, a liquidating law
firm, failed to convince the bankruptcy judge in San Francisco
that they have the right to sue former partners.

The report relates that the creditor group, Howrey Claims LLC,
wanted bankruptcy court permission to sue former partners in
federal district court, contending they should be personally
liable for the firm's debt.

According to the report, U.S. Bankruptcy Judge Dennis Montali
formally denied the request this week.  He said the group was
"attempting to prosecute a claim that belongs to the trustee."

The report recounts that Howrey Claims failed in a prior effort
when it sued former partners in bankruptcy court.  Howrey Claims
unsuccessfully argued that it was the owner of claims against the
firm.  In the previous attempt, Judge Montali also said the claims
could only be brought by the Howrey trustee.  The prior ruling by
the bankruptcy judge is under appeal.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Cal. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.


HCSB FINANCIAL: Delays Form 10-K for 2012
-----------------------------------------
HCSB Financial Corporation was not able to timely file its annual
report on Form 10-K for the year ended Dec. 31, 2012, by April 1,
2013, without unreasonable effort and expense because the Company
needs additional time to complete the preparation of, and the
Company's independent registered public accountants need to
complete the audit of, the Company's financial statements for the
year ended Dec. 31, 2012.

The delay in completing the financial statements is primarily to
allow for additional time for the Company to determine the
appropriateness of Horry County State Bank's loan loss reserve and
to obtain current appraisals for certain parcels of other real
estate owned.  In particular, due to the continued deterioration
in the Bank's loan portfolio stemming from the continued downturn
in the local real estate market, the Company has been working with
its independent registered public accountants to determine the
appropriateness of the Bank's loan loss reserve and the required
provision for loan losses for the period ended Dec. 31, 2012.  At
this time, the Company currently anticipate srecording a loan loss
provision ranging from $8.6 million to $8.8 million, resulting in
a net loss ranging from $6.8 million to $7 million.  However,
based on the Company's continued analysis, this provision could be
higher when reported, and thus the Company's actual results for
the period ended Dec. 31, 2012, may differ from its current
estimates.  As a result of this reevaluation, the Company is still
finalizing its audited consolidated financial statements and
related disclosures for the year ended Dec. 31, 2012.

                        About HCSB Financial

Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank.  The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988.  From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services.  During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach.  All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.

HCSB reported a net loss of $29.01 million in 2011, compared with
a net loss of $17.27 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $512.65
million in total assets, $520.03 million in total liabilities and
a $7.38 million total shareholders' deficit.


I KUSHNIR HOTELS: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: I. Kushnir Hotels, Inc.
        3001 North Ocean Drive
        Hollywood, FL 33019

Bankruptcy Case No.: 13-18034

Chapter 11 Petition Date: April 9, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: David W. Langley, Esq.
                  8551 W Sunrise Blvd # 303
                  Fort Lauderdale, FL 33322
                  Tel: (954) 356-0450
                  Fax: (954) 356-0451
                  E-mail: dave@flalawyer.com

Scheduled Assets: $5,779,432

Scheduled Liabilities: $3,983,266

A copy of the Company's list of its 19 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/flsb13-18034.pdf

The petition was signed by Israel Kushnir, president.


IDENTIVE GROUP: Ernst & Young GmbH Raises Going Concern Doubt
-------------------------------------------------------------
Identive Group, Inc., filed last months its annual report on Form
10-Q for the year ended Dec. 31, 2012.

Ernst & Young GmbH Wirtschaftsprfungsgesellschaft, in Munich,
Germany, expressed substantial doubt about Identive Group's
ability to continue as a going concern, citing the Company's
recurring losses and negative cash flows from operations.

The Company reported a net loss of $53.6 million on $94.6 million
of net revenues, compared with a net loss of $10.2 million on
$102.7 million of net revenues in 2011.

As a result of a significant decline in its stock price and
changes to its forecasted revenue, gross margin and operating
profit, the Company undertook interim goodwill impairment analyses
as of June 30, 2012, and recorded a total goodwill impairment
charge of $27.1 million in its consolidated statements of
operations for 2012.

In conjunction with the goodwill impairment test, the Company also
tested its long-lived assets for impairment and adjusted the
carrying value of each asset group to its fair value and recorded
the associated impairment charge of $24.8 million in the
consolidated statements of operations for 2012.

The Company's balance sheet at Dec. 31, 2012, showed
$104.9 million in total assets, $55.3 million in total
liabilities, and stockholders' equity of $49.6 million.

A copy of the Form 10-K is available at http://is.gd/OIgKpj

Identive Group, Inc., provides secure identification solutions
that allow people to gain access to buildings, networks,
information, systems and services -- while ensuring that the
physical facilities and digital assets of the organizations they
interact with are protected.

The Company's common stock is listed on the NASDAQ Global Market
in the U.S. under the symbol "INVE" and the Frankfurt Stock
Exchange in Germany under the symbol "INV."

The Company's corporate headquarters are located in Santa Ana,
California and its European and operational headquarters are
located in Ismaning, Germany, where the Company's financial
reporting process is performed.  The Company maintains facilities
in Chennai, India for research and development and in Australia,
Canada, Germany, Hong Kong, Japan, The Netherlands, Singapore,
Switzerland and the U.S. for local operations and sales.  The
Company was founded in 1990 in Munich, Germany and incorporated in
1996 under the laws of the State of Delaware.


IMPERIAL INTEGRATIVE: Case Summary & 20 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Imperial Integrative Health Research & Development LLC
        fka Imperial Health Products LLC
        aka OXYwater
        8237 Green Meadows Drive North
        Lewis Center, OH 43035

Bankruptcy Case No.: 13-52689

Chapter 11 Petition Date: April 5, 2013

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: John E. Hoffman Jr.

Debtor's Counsel: Shawn M. Riley, Esq.
                  MCDONALD HOPKINS LLC
                  600 Superior Ave., E
                  Suite #2100
                  Cleveland, OH 44114
                  Tel: (216) 348-5400
                  E-mail: sriley@mcdonaldhopkins.com

Estimated Assets: $50,001 to $1,000,000

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/ohsb13-52689.pdf

The petition was signed by Kevin R. Foster, manager and CFO.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Forever Now LLC                        13-52695   04/05/2013


INDEPENDENCE BANCSHARES: Incurs $613K Net Loss in 2012
------------------------------------------------------
Independence Bancshares, Inc., filed its annual report on Form
10-K, reporting a net loss of $613,036 on net interest income of
$3.3 million for the year ended Dec. 31, 2012, compared with a net
loss of $2.1 million on net interest income of $3.2 million for
the year ended Dec. 31, 2011.

The Company recorded a net recovery of provision for loan losses
of $22,000 for the year ended Dec. 31, 2012, a decrease of
$752,000, or 103% from provision for loan losses of $730,000 for
the year ended Dec. 31, 2011.  The decrease in provision for loan
losses is due to the decrease in loan balances.

The Company's balance sheet at Dec. 31, 2012, showed
$124.9 million in total assets, $104.3 million in total
liabilities, and stockholders' equity of $20.6 million.

                           Consent Order

On Nov. 14, 2011, Undependence National Bank entered into the
Consent Order with its primary regulator, the OCC which contains a
requirement that the Bank maintain minimum capital ratios that
exceed the minimum regulatory capital ratios for "well-
capitalized" banks.  The Consent Order requires the Bank to
achieve Tier 1 capital of at least equal to 9% of adjusted total
assets, Tier 1 risk based capital of at least equal to 10%, and
total risk based capital of at least equal to 12% of risk-weighted
assets by March 31, 2012.  With funds from the Private Placement,
the Company made a capital contribution of $2.25 million to the
Bank on Dec. 31, 2012.  As a result, the Bank's capital levels are
now above the minimum amounts specified in the Consent Order.
"However, as we are still subject to the Consent Order, the OCC
has the authority to subject us to further enforcement remedies,
including civil money penalties or other sanctions the OCC
considers appropriate.  Further, as long as the Consent Order
remains in place, the Bank will not be deemed "well capitalized"
regardless of its capital levels."

A copy of the Form 10-K is available at http://is.gd/Rzs9yM

Independence Bancshares, Inc., headquartered in Greenville, S.C.,
is a South Carolina corporation organized to operate as a bank
holding company pursuant to the Federal Bank Holding Company Act
of 1956 and the South Carolina Banking and Branching Efficiency
Act of 1996, and to own and control all of the capital stock of
Independence National Bank.  The Bank provides community banking
services to consumers and small- to mid-size businesses,
principally in Greenville County, South Carolina.  The Bank opened
for business on May 16, 2005.


INDIANA BANK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Indiana Bank Corp.
        129 Maple Street
        Dana, IN 47847

Bankruptcy Case No.: 13-80388

Chapter 11 Petition Date: April 9, 2013

Court: United States Bankruptcy Court
       Southern District of Indiana (Terre Haute)

Judge: Frank J. Otte

Debtor's Counsel: Jeffrey A. Hokanson, Esq.
                  Jeremy M. Dunn, Esq.
                  FROST BROWN TODD LLC
                  201 N Illinois St., Ste 1900
                  P.O. Box 44961
                  Indianapolis, IN 46244-0961
                  Tel: (317) 237-3962
                  Fax: (317) 237-3900
                  E-mail: jhokanson@fbtlaw.com
                          jdunn@fbtlaw.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 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/insb13-80388.pdf

The petition was signed by Joseph J. Montel, chief executive
officer.


INFUSYSTEM HOLDINGS: Three Directors Resign From Board
------------------------------------------------------
As previously announced by InfuSystem Holdings, Inc., the Board of
Directors of the Company appointed Eric Steen as the Company's
Chief Executive Officer and a member of the Board, effective
April 1, 2013, and in connection with Mr. Steen's appointment,
Dilip Singh resigned his position as the Company's Interim Chief
Executive Officer, effective April 1, 2013.  Furthermore, Charles
Gillman announced that he would not seek re-election to the Board
at the Company's 2013 annual meeting of stockholders.  The Company
currently has not set a date for the annual meeting.

Messrs. Singh and Gillman each resigned from the Board, effective
April 1, 2013.  The Board's Lead Independent Director, John
Climaco, resigned effective April 1, 2013.

In connection with the resignations of Messrs. Gillman and
Climaco, the Board has reconfigured the composition of its
standing committees as follows:

   * Audit Committee - Joseph Whitters (Chair), David Dryer and
     Wayne Yetter;

   * Compensation Committee - Mr. Yetter (Chair), Mr. Dryer and
     Mr. Whitters; and

   * Nominating and Governance Committee - Mr. Dryer (Chair) and
     Mr. Yetter.

In lieu of appointing a new Lead Independent Director to succeed
Mr. Climaco, the Board has determined that its three independent
directors, Messrs. Dreyer, Whitters and Yetter, will coordinate
the activities of the Lead Independent Director position.

Under the terms of the Company's Employment Agreement with Mr.
Singh, dated Feb. 9, 2013, Mr. Singh was eligible for a severance
payment in the amount of $83,333, payable to Mr. Singh on
April 24, 2013.  In connection with the appointment of Mr. Steen
and resignation of Mr. Singh, upon the approval of the
Compensation Committee, the Company paid Mr. Singh the Severance
Payment on March 29, 2013.

In addition, on March 28, 2012, in recognition of Mr. Climaco's
service to the Board as Lead Independent Director and chairman of
the Compensation Committee and his leadership of the Company's CEO
search, the Compensation Committee (with Mr. Climaco recusing
himself from the deliberation and approval) approved a $50,000
payment to Mr. Climaco on March 29, 2013.

On April 1, 2013, the Board, based on the recommendation of the
Compensation Committee approved revised cash and equity
compensation for the non-CEO members of the Board, as provided:

   * Annual Board retainer fee in the amount of $50,000 for
     independent directors and $100,000 for Executive Chairman of
     the Board;

   * Annual Audit Committee retainer fee of $10,000 for Audit
     Committee members and $15,000 for the Audit Committee
     Chairman;

   * Annual Compensation Committee retainer fee of $6,667 for
     Compensation Committee members and $10,000 for the Audit
     Committee Chairman;

   * Annual Nominating & Governance Committee retainer fee of
     $3,334 for Nominating & Governance Committee members and
     $5,000 for the Nominating & Governance Committee Chairman;
     and

   * Annual grant of 25,000 options to purchase shares of the
     Company's common stock to independent directors and 60,000
     Options to the Executive Chairman.

The cash retainers for Board members will be paid each calendar
quarter, beginning May 1, 2013, with the first quarterly payment
pro-rated.  The Options will be granted on the date of the annual
meeting of stockholders, and will have an exercise price of 110%
of the average closing price of the Company's common stock on the
NYSE MKT, or other exchange or quotation service on which the
Company's common stock is then listed/quoted, for the five trading
days prior to, and including, the date of grant.  Furthermore, the
Options will vest ratably over a twelve-month period or
immediately upon a change in control of the Company.

                      About InfuSystem Holdings

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

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

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

The Company's balance sheet at Sept. 30, 2012, showed $74.02
million in total assets, $34.68 million in total liabilities and
$39.33 million in total stockholders' equity.


INTERFAITH MEDICAL: Hires Gordian's John Leech as CRO
-----------------------------------------------------
Interfaith Medical Center, Inc. sought and obtained permission
from the U.S. Bankruptcy Court to employ Gordian-Dynamis Solutions
LLC as restructuring consultant and Gordian's John D. Leech as its
chief restructuring officer.

Mr. Leech will provide various services, including:

   * assist in developing and implementing a confirmable
     chapter 11 plan to become effective in IMC's chapter 11 case;

   * provide advice on the formulation and execution of the
     overall strategy and analysis of alternatives for the various
     restructuring opportunities; and

   * develop and implement IMC's operational and financial
     restructuring plans in accordance with the TBHC MOU.

The New CRO may use certain independent contractors of Gordian-
Dynamis to assist him in performing his duties under the
Engagement Letter, subject to advance agreement of IMC's Board.

The Debtor requires Gordian-Dynamis and the New CRO's services and
expertise to assist the Debtor in the administration of this case
and its efforts to maximize the value of its estate as well as
compliance with the Court's fourth interim cash collateral order.

Mr. Leech will be paid an hourly rate of $500.  To the extent
other professionals are necessary to assist the New CRO, subject
to advance agreement of IMC's Board, the professionals provided by
Gordian-Dynamis will be paid at these hourly rates:

              Title                    Hourly Rate
              -----                    -----------
      Managing Directors                $500 to $650
      Vice Presidents & Sr Advisors        $400
      Other Professionals                  $250
      Administrative Personnel             $150

John D. Leech attests his firm is a "disinterested person" as the
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.


INVENT VENTURES: Paritz & Company Raises Going Concern Doubt
------------------------------------------------------------
INVENT Ventures, Inc., filed on March 25, 2013, its annual report
on Form 10-K for the year ended Dec. 31, 2012.

Paritz & Company, P.A., in Hackensack, New Jersey, expressed
substantial doubt about INVENT Ventures' ability to continue as a
going concern, citing that the Company will need to raise capital
through sales of Company stock to provide sufficient cash flow to
fund the Company's operations.

The Company reported a net decrease in net assets from operations
of $2.2 million on total revenues of $105,987 in 2012, compared
with a net increase in net assets from operations of $5.2 million
on total revenues of $88,500 in 2011.

Net realized and unrealized gains (losses) were $(1.4) million and
$2.8 million in 2012 and 2011, respectively.

The Company's Statements of Net Assets at Dec. 31, 2012, showed
$10.9 million in total assets, $796,861 in total liabilities, and
net assets of $10.1 million.

A copy of the Form 10-K is available at http://is.gd/Lyh5iM

Las Vegas, Nevada-based INVENT Ventures, Inc., formerly known as
Los Angeles Syndicate of Technology, Inc., is a technology venture
fund that creates, builds, and invests in web and mobile
technology companies.  The Company develops businesses in the
consumer Internet, mobile and biotechnology markets, and owns six
companies at different stages of development.


INVERNESS DISTRIBUTION: Court Okays Accord Over Licensing Rights
----------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones Newswires, reports that
Inverness Distribution Ltd. on Tuesday won bankruptcy-court
approval of a settlement that clears the way for it to sell its
international distribution rights to films like "Robin Hood:
Prince of Thieves," "Major League," and "The Last of the
Mohicans."

The report notes the settlement resolves disputes over licensing
rights to Inverness's primary asset: the library of films that
it's allowed to distribute outside of the U.S. and Canada.  The
settlement, according to the report, essentially frees the future
buyer from a pre-bankruptcy deal whereby Inverness transferred its
right to license the films in its library to an affiliate of
Morgan Creek Productions Inc., which produced many of the films
that Inverness distributes.

The report notes Inverness hasn't sought court approval yet to
launch a sale process, but it has time to do so.  Inverness faces
a June 30 deadline to file a restructuring plan.

                  About Inverness Distribution

Bermuda-based Inverness Distribution Limited aka Morgan Creek
International Limited filed its Chapter 11 Petition (Bankr.
S.D.N.Y. 11-15939) on Dec. 30, 2011.  The Debtor is represented by
Ira S. Greene, Esq., at Hogan Lovells US LLP.  The petition was
signed by Michael Morrison and Charles Thresh, joint provisional
liquidators.


JACK CLARK'S: Case Summary & 11 Unsecured Creditors
---------------------------------------------------
Debtor: Jack Clark's Family, Inc.
        2915 W. Armitage
        Chicago, IL 60647

Bankruptcy Case No.: 13-14767

Chapter 11 Petition Date: April 9, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Janet S. Baer

Debtor's Counsel: John Ellsworth, Esq.
                  ELLSWORTH LAW GROUP
                  929 S. 111 Street
                  West Allis, WI 53214
                  Tel: (312) 608-2772
                  Fax: (312) 277-3719
                  E-mail: ellsworthlegal@yahoo.com

Scheduled Assets: $1,964,923

Scheduled Liabilities: $1,935,520

A copy of the Company's list of its 11 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ilnb13-14767.pdf

The petition was signed by Denise Zawilla-Downing, president.


JACKSONVILLE BANCORP: Amends 152.3MM Common Shares Prospectus
-------------------------------------------------------------
Jacksonville Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission amendment no.1 to the Form S-3 registration
statement covering the resale by CapGen Capital Group IV LP,
Eugene A. Ludwig, Malta Hedge Fund II, L.P., et al., of up to an
aggregate of:

   (i) 52,360,000 shares of the Company's nonvoting common stock,
       $0.01 par value per share, that were issued in the
       mandatory conversion of the Company's Mandatorily
       Convertible, Noncumulative, Nonvoting, Perpetual Preferred
       Stock, Series A, $0.01 par value per share; and

  (ii) 100,000,000 shares of the Company's common stock, $0.01 par
       value per share, consisting of (a) 47,640,000 shares of
       Common Stock that were issued in the mandatory conversion
       of the Series A Preferred Stock, and (b) 52,360,000 shares
       of Common Stock issuable upon the conversion of the
       outstanding shares of Nonvoting Common Stock.

The Company will pay all registration expenses incurred in
connection with this offering, but the selling shareholders will
pay all of their selling commissions and fees, stock transfer
taxes and related expenses.

The Company's Common Stock is listed on the NASDAQ Stock Market
under the symbol "JAXB."  On March 27, 2013, the last reported
sale price of the Company's Common Stock on the NASDAQ Stock
Market was $1.58 per share.  The Nonvoting Common Stock is not
listed on any exchange and the Company does not intend to list it
on any exchange.

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

                        http://is.gd/PZVo6l

                     About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with approximately $583 million in
assets and eight full-service branches in Jacksonville, Duval
County, Florida, as well as the Company's virtual branch.  The
Jacksonville Bank opened for business on May 28, 1999, and
provides a variety of community banking services to businesses and
individuals in Jacksonville, Florida.

According to the Form 10-Q for the period ended June 30, 2012, the
Bank was adequately capitalized at June 30, 2012.  Depository
institutions that are no longer "well capitalized" for bank
regulatory purposes must receive a waiver from the FDIC prior to
accepting or renewing brokered deposits.  The Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA") generally
prohibits a depository institution from making any capital
distribution (including paying dividends) or paying any management
fee to its holding company, if the depository institution would
thereafter be undercapitalized.

The Bank had a Memorandum of Understanding ("MoU") with the FDIC
and the Florida Office of Financial Regulation that was entered
into in 2008, which required the Bank to have a total risk-based
capital of at least 10% and a Tier 1 leverage capital ratio of at
least 8%.  Recently, on July 13, 2012, the 2008 MoU was replaced
by a new MoU, which, among other things, requires the Bank to have
a total risk-based capital of at least 12% and a Tier 1 leverage
capital ratio of at least 8%.  "We did not meet the minimum
capital requirements of these MOUs at June 30, 2012, and Dec. 31,
2011, when the Bank had total risk-based capital of 8.09% and
9.85% and Tier 1 leverage capital of 5.26% and 6.88%,
respectively."

Jacksonville's balance sheet at Sept. 30, 2012, showed $551.55
million in total assets, $537.97 million in total liabilities and
$13.57 million in total shareholders' equity.


JONES SODA: Incurs $2.9-Mil. Net Loss in 2012
---------------------------------------------
Jones Soda Co. filed on March 27, 2013, its annual report on Form
10-K for the year ended Dec. 31, 2012.

Peterson Sullivan LLP, in Seattle, Washington, expressed
substantial doubt about Jones Soda's ability to continue as a
going concern, citing the Company's recurring losses from
operations and negative cash flows from operating activities.

The Company reported a net loss of $2.9 million on $16.4 million
of revenue in 2012, compared with a net loss of $7.2 million on
$17.4 million of revenue in 2011.  Promotion and selling expenses
for the year ended Dec. 31, 2012, were approximately $3.4 million,
a decrease of $2.9 million, or 46.7%, from $6.3 million for the
year ended Dec. 31, 2011, while general and administrative
expenses for the year ended Dec. 31, 2012, were $3.9 million, a
decrease of $1.3 million or 25.1%, compared to $5.2 million for
the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $7.0 million
in total assets, $2.2 million in total liabilities, and
stockholders' equity of $4.8 million.

A copy of the Form 10-K is available at http://is.gd/0EdLvt

Jones Soda Co., headquartered in Seattle, develops, produces,
markets and distributes premium beverages which the Company sells
and distributes primarily in North America through its network of
independent distributors located throughout the United States
(U.S.) and Canada and directly to its national and regional retail
accounts.


K-V PHARMACEUTICAL: Parties Clarify Terms in 12% Sr. Notes Docs
---------------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York signed an order clarifying terms
under an agreement between K-V Pharmaceutical Company and the
trustees and agents relating to the Debtor's issuance of the
$225.0 million 12% Senior Secured Notes due 2015.

The parties agreed that under the Pledge and Security Agreement
dated March 17, 2011, by and among K-V Pharmaceutical Company,
certain grantors party, and Wilmington Trust FSB as collateral
agent, (i) the "Makena Assets" (as defined in the Agreement) were
not "Collateral" under the Agreement as of or prior to the
Petition Date, and (ii) Wilmington Trust FSB (in its capacity as
trustee under that an Indenture dated March 17,
2011 for the issuance of $225.0 million in aggregate principal
amount of 12% Senior Secured Notes due 2015, the Collateral Agent,
and the holders of the Senior Notes were not granted any lien or
security interest in the Makena Assets as of or prior to the
Petition Date.

The Inventory and Receivables (as both defined in the Agreement),
and the proceeds, products, accessions, rents and profits of or in
respect of the Inventory and Receivables, fall within the
definition of "Collateral" under the Agreement and are not Makena
Assets.

                     About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


K-V PHARMACEUTICAL: Committee Taps Duff, FourSquare as Consultants
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of K-V Pharmaceutical Company and affiliates
seeks authority from the U.S. Bankruptcy Court for the Southern
District of New York to retain Duff & Phelps, LLC, as its
financial advisor, nunc pro tunc to Aug. 13, 2012, to be paid
$112,500 per month.

The Committee also seeks Court authority to retain FourSquare
Partners as its consultant, nunc pro tunc to Aug. 13, 2012, to be
paid a fixed monthly fee of $12,500.

The motion will be presented for Court approval on April 12, 2013,
at 12:00 p.m.

                     About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


K-V PHARMACEUTICAL: Expands Scope of E&Y's Employment
-----------------------------------------------------
K-V Pharmaceutical Company and its debtor affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the Southern
District of New York to expand the scope of employment of Ernst &
Young LLP to perform government pricing and reporting services.

                     About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


LAND SECURITIES: Files Amended List of Top Unsecured Creditors
--------------------------------------------------------------
Land Securities Investors, Ltd. has filed an amended list of its
largest unsecured creditors:

       Entity                     Nature of Claim    Claim Amount
       ------                     ---------------    ------------
State Farm Insurance               Loan                $13,500,000
One State Farm Plaza, Suite D7
Bloomington, IL 61710

Alan Fishman                       Loan                 $1,001,071
2770 NE 23rd Street
Pompano Beach, FL 33062

HSBC Bank                          Loan                   $800,000
Jersey Corporate Banking Centre
P.O. Box 14, Green Street
St. Helier Jersey
JE4 8NJ

3NP                                Loan                   $203,691

Roxborough Water & Sanitation                              $42,798
District

Otten Johnson                      Trade Debt              $14,413

Larimer County Treasurer           Taxes                   $10,803

1st Net Real Estate Services, Inc. Trade Debt               $7,145

GEMSA Loan Services, LP            Trade Debt               $6,391

USI New England                    Trade Debt               $5,002

Richard Silverstein, Esq.          Trade Debt               $4,725

Daniel L. Rubin, P.C.              Trade Debt               $3,995

Lottner Rubin Fishman Brown &      Trade Debt               $2,318
Saul, P.C.

Internal Revenue Service           Taxes                    $1,755

Grand 5, Inc.                                               $1,012

Land Title Guarantee Company                                  $125

Xcel Energy                                                    $72

Denver Water                                                    $6

                     About Land Securities

Land Securities Investors, Ltd., LSI Retail II, LLC and Conifer
Town Center, LLC sought Chapter 11 protection (Bankr. D. Colo.
Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29,
2013.  The Debtors are engaged in the business as real estate
developers and investors.


LEGENDS GAMING: Files New Plan Giving Ownership to Lenders
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that casino operator Legends Gaming LLC filed a revised
reorganization plan giving ownership to first-lien lenders owed
$181.2 million.  For holders of $215.2 million in unsecured
claims, there will be a recovery of 0.2%, although only if the
class votes in favor of the plan.

The report relates that under the Plan:

    * Senior secured lenders will receive a new $80 million first-
lien term loan on emergence from bankruptcy.  Once gambling
regulators give lenders permission to become owners, they can
exercise options to assume stock ownership at a nominal price.
The senior lenders as having a 46 percent recovery.

    * The second-lien claim of $116.3 million will be treated as
an entirely unsecured claim and placed in a class of unsecured
creditors that will also include the deficiency claim of the
first-lien lenders.

    * The unsecured creditor class is being offered to $40,000 to
split, for a predicted recovery of 0.2 percent.  If the class
votes against the plan, they receive nothing.

The report recounts that the casinos were to have been sold to an
affiliate of the Chickasaw Nation for $125 million until the buyer
pulled out. Creditors were voting on a plan when the sale fell
apart.

                       About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.

The casinos were to have been sold to an affiliate of the
Chickasaw Nation for $125 million until the buyer pulled out.
They are now in litigation.


M FOODS: Closes Sale of Biz; Wins Confirmation of Amended Plan
---------------------------------------------------------------
Bankruptcy Judge Stacey G.C. Jernigan confirmed M Foods, LLC's
First Amended Plan of Reorganization pursuant to his Findings of
Fact, Conclusions of Law, and Order dated April 2, available at
http://is.gd/P3Zf7Zfrom Leagle.com.

The First Amended Plan was filed Feb. 22, 2013.  That same day,
the Debtor sought Court authorization to sell substantially all of
its assets.

On Feb. 26, 2013, the Court entered orders granting conditional
approval of the Debtor's disclosure statement and granting the
Debtor's motion for waiver of the requirement to file a separate
disclosure statement.  On Feb. 27, the Court entered an order
granting the Debtor's motion for authority to sell substantially
all of its assets.

On April 1, 2013 the Court held a hearing on confirmation of the
Plan.  No parties in interest objected to the Plan either before
or at the confirmation hearing.

Under the Plan, there are two impaired classes.  The first is
class 2-C, which consists of the secured claim of the Small
Business Administration.  The SBA cast a Class 2-C ballot
accepting the Plan.  The second impaired class is class 3, which
consists of the SBA's deficiency claim and a few other general
unsecured claims. The SBA was the only creditor in class 3 to cast
a ballot, and that vote was to accept the Plan. No ballots
rejecting the Plan were received.

The Debtor's largest creditor, Zion's Bank, was paid in full
satisfaction of its claim against the estate out of the proceeds
of the sale, which sale closed March 1, 2013.  Also paid in full
satisfaction of its claim out of the proceeds of that sale was
Dallas County, which held a secured claim for ad valorem taxes.
The Debtor's second-largest creditor, the Small Business
Administration, received a partial payment (approximately half of
the claim value) on its secured claim out of the proceeds of the
sale, and the Plan provides for the remainder of that claim to be
classified as an unsecured claim and treated under class 3.

There are remaining a total of $22,695 in Priority Tax Claims and
a total of $202,969 in General Unsecured Claims, including Compass
Bank's claim for $29,811.

The Debtor estimates that U.S. Trustee fees remaining to be paid
total $6,825.

The Debtor was a non-operating business throughout the pendency of
the case and did not generate income.  Mary L. Davis, the sole
managing member of M Foods, LLC, paid on behalf of the estate
during the pendency of the Chapter 11 case administrative expenses
in the amount of $28,851 for utility bills, insurance premiums,
lawn care, property repairs, and U.S. Trustee fees incurred by the
Debtor.  The estate currently has on hand $129,555 from which to
pay U.S. Trustee fees, administrative expenses, priority tax
claims, and general unsecured claims.

M Foods, LLC, dba Mary's Southern Cuisine and Entertainment in
Dallas, Texas, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex.
Case No. 12-33673) on June 4, 2012.  Eric A. Soderlund, Esq., at
Soderlund Law, PLLC, serves as the Debtor's counsel.  In its
petition, the Debtor estimated under $10 million in both assets
and debts.  A list of the six largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb12-33673.pdf
The petition was signed by Mary L. Davis, sole member and manager.


MEDPACE INC: S&P Retains 'B+' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services revised its senior secured
recovery rating on Cincinnati, Ohio-based Medpace Inc. to '3' from
'4', reflecting S&P's expectation of meaningful (50%-70%) recovery
for lenders in the event of payment default.  The senior secured
debt is issued by Medpace's subsidiary, Medpace IntermediateCo
Inc.  The senior secured issue-level rating remains 'B+'.  The
'B+' corporate credit rating is unaffected by this announcement.
The revised recovery rating reflects the lower debt outstanding.
The outlook is stable.

"The rating on Medpace Inc. reflects the company's "weak" business
risk profile according to our criteria, highlighted by its
position as a small niche player in contract research services,
and uncertain demand in the contract-based business," said credit
analyst Shannan Murphy.  "The company's "aggressive" financial
risk profile predominantly reflects leverage that we expect to
remain between 4x-5x and financial sponsor ownership, which we
believe limits future deleveraging."

"Our stable rating outlook reflects our expectation that revenue
and EBITDA growth in 2013 will allow the company to sustain
leverage in the mid-to-high 4x range and FFO-to-total debt in at
least the mid-teens, ensuring adequate covenant cushions.  We
could consider a lower rating in the unlikely event that the
company experiences a very severe, sustained increase in
cancellations that results in a 15% revenue decline combined with
about 250 basis points of margin contraction, which we believe
would push leverage above 5x.  A higher rating would require the
company to sustain leverage below 4x.  Because we expect financial
sponsor ownership to limit the company's willingness to
permanently reduce leverage, we view an upgrade as unlikely," S&P
added.


MEDIA GENERAL: GAMCO Asset Owns 20% Class A Shares at April 2
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, GAMCO Asset Management Inc. and its
affiliates disclosed that, as of April 2, 2013, they beneficially
own 5,477,828 shares of Class A common stock of Media General,
Inc., representing 20.13% of the shares outstanding.  GAMCO Asset
previously reported beneficial ownership of 5,368,949 Class A
shares or 19.61% of the shares outstanding.  A copy of the amended
filing is available for free at http://is.gd/zEuxe0

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

The Company incurred a net loss of $193.41 million in for the year
ended Dec. 31, 2012, a net loss of $74.32 million for the year
ended Dec. 25, 2011, and a net loss of $22.63 million for the
fiscal year ended Dec. 26, 2010.

The Company's balance sheet at Dec. 31, 2012, showed $773.42
million in total assets, $949.64 million in total liabilities and
a $176.22 million total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on April 12, 2012,
Moody's Investors Service downgraded, among other things, Media
General's Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to Caa1 from B3, concluding the review for downgrade
initiated on Feb. 13, 2012.  The downgrade reflects the
significant increase in interest expense associated with the
company's credit facility amend and extend transaction and an
assumed issuance of at least $225 million of new notes, which will
result in limited free cash flow generation and constrain Media
General's capacity to reduce its very high leverage.  The weak
free cash flow and high leverage create vulnerability to changes
in the company's highly cyclical revenue and EBITDA generation.

In the Oct. 10, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its rating on Richmond, Va.-based Media
General Inc. to 'B-' from 'CCC+' and removed it from CreditWatch,
where it was placed with positive implications on May 18, 2012.

"The corporate credit rating on Media General is based on our
expectation that the company will be able to maintain adequate
liquidity despite its very high leverage," noted Standard & Poor's
credit analyst Jeanne Shoesmith.


MILAGRO OIL: Amends 2012 Annual Report to Add Exhibits
------------------------------------------------------
Milagro Oil & Gas, Inc., filed with the U.S. Securities and
Exchange Commission an amendment to its annual report on Form 10-K
for the year ended Dec. 31, 2012, solely to file exhibits 23.1 and
99.1 that were inadvertently omitted from the Form 10-K.  Exhibit
23.1 is the consent of W.D. Von Gonten & Co., the Company's
independent reserve engineers, and Exhibit 99.1 is the reserve
report letter prepared by Von Gonten as of Dec. 31, 2012, and
dated March 5, 2013.  No other changes have been made to the Form
10-K.  Copies of the Exhibits are available for free at:

                        http://is.gd/hxnmCB
                        http://is.gd/KJMus9

                         About Milagro Oil

Milagro Oil & Gas, Inc., is an independent energy company based in
Houston, Texas, that is engaged in the acquisition, development,
exploitation, and production of oil and natural gas.  The
Company's historic geographic focus has been along the onshore
Gulf Coast area, primarily in Texas, Louisiana, and Mississippi.
The Company operates a significant portfolio of oil and natural
gas producing properties and mineral interests in this region and
has expanded its footprint through the acquisition and development
of additional producing or prospective properties in North Texas
and Western Oklahoma.

Milagro Oil incurred a net loss of $33.39 million in 2012, a net
loss of $23.57 million in 2011, and a net loss of $70.58 million
in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $480.76
million in total assets, $437.86 million in total liabilities,
$235.69 million in redeemable series A preferred stock, and a
$192.80 million total stockholders' deficit.

Deloitte & Touche LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company is not in compliance with certain covenants of its
2011 Credit Facility, and all of the Company's indebtedness is
classified within current liabilities as of Dec. 31, 2012.  The
Company's violation of its debt covenants, combined with its
financing needs and negative working capital position, raise
substantial doubt about its ability to continue as a going
concern.

                            *    *     *

As reported by the TCR on Nov. 29, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Houston-based
Milagro Oil & Gas Inc. to 'CCC' from 'CCC+'.

"The rating action reflects our assessment that Milagro could face
a near-term liquidity crisis," said Standard & Poor's credit
analyst Christine Besset.


MOBILEBITS HOLDINGS: Incurs $1.9-Mil. Net Loss in Fiscal 2013 Q1
----------------------------------------------------------------
MobileBits Holdings Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $1.9 million on $157,979 of revenues
for the three months ended Jan. 31, 2013, compared with a net loss
of $5.6 million on $74,880 of revenues for the three months ended
Jan. 31, 2012.

The Company's balance sheet at Jan. 31, 2013, showed $22.2 million
in total assets, $1.9 million in total liabilities, and
shareholders' equity of $20.3 million.

The Company said: "As reflected in the accompanying consolidated
financial statements, the Company has suffered recurring losses
from operations.  The Company has a net loss of $1,924,377, a
working capital deficit of $1,672,178 and net cash used in
operations of $756,315 for the three months ended Jan. 31, 2013;
and an accumulated deficit of $18,096,073 at Jan. 31, 2013.  In
addition, the Company has not completed its efforts to establish a
stable recurring source of revenues sufficient to cover its
operating costs for the next twelve months.  These factors raise
substantial doubt regarding the Company;s ability to continue as a
going concern."

A copy of the Form 10-Q is available at http://is.gd/Qm41SC

Sarasota, Florida-based MobileBits Holdings Corporation, formerly
Bellmore Corporation ("BC") was incorporated in the State of
Nevada on July 22, 2008.  On Jan. 25, 2010, BC changed its name to
MobileBits Holdings Corporation.  MobileBits is a globally focused
direct mobile marketing and loyalty software supplier.  The
Company offers businesses a mobile marketing and loyalty network
called SAMY that enables merchants, retailers or brands to connect
with consumers in their local area through their mobile devices.


MODERN PRECAST: Court Sets April 25 Disclosure Statement Hearing
----------------------------------------------------------------
The hearing to consider approval of the disclosure statement for
VCW Enterprises, Inc., f/k/a Modern Precast Concrete, Inc., et
al.'s proposed Chapter 11 Plan of Liquidation dated March 21,
2013, is scheduled for April 25, 2013, at 11:00 a.m.

According to the Disclosure Statement, the Plan provides for both
"direct plan payments" as well as the creation of a liquidating
trust, into which will be transferred substantially all of the
Debtor's remaining assets that have not been either abandoned,
sold or disbursed under the Plan prior to the Effective Date.  The
liquidating trust will liquidate all remaining assets for the
benefit of the Debtor's unsecured creditors.

The Debtor will pay all allowed priority claims and administrative
expense claims that have not previously been paid.  All Holders of
allowed general unsecured claims will receive a pro rata share
distribution of the assets of the liquidating trust.  Holders of
intercompany claims and equity interests will not receive any
distributions from the liquidating trust.

On the confirmation date, M&T Bank will be given relief from the
automatic stay to take possession of and liquidate its collateral,
other than with respect to collateral subject to a non-terminated
letter of intent or asset purchase agreement relating to one or
more Ottsville Sales.

Further, except to the extent that M&T Bank agrees to a different,
less favorable treatment, M&T Bank will receive, in full and final
satisfaction of its allowed secured claim, on or as soon as is
practicable after the Effective Date, as direct plan payments that
include proceeds from the sales of the Debtors' properties.

A copy of the Disclosure Statement is available at:

         http://bankrupt.com/misc/modernprecast.doc373.pdf

                       About Modern Precast

Modern Precast Concrete, Inc. filed a Chapter 11 petition (Bankr.
E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in Reading,
Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D. Kleban, Esq.,
at McElroy Deutsch Mulvaney & Carpenter LLP, in Philadelphia, Pa.,
serve as counsel to the Debtor.  The Debtor estimated up to
$50 million in both assets and liabilities.  West Family
Associates, LLC (Case No. 12-21306) and West North, LLC (Case No.
12-21307) also sought Chapter 11 protection.  The petitions were
signed by James P. Loew, chief financial officer.

Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast
is a leading manufacturer and distributor of precast concrete
structures, pipes and related products.  Modern also purchases and
resells related products.  Modern operates from two facilities, a
91,010 square-foot facility in Easton, Pennsylvania and a 43,784
square-foot facility in Ottsville, Pennsylvania.

Modern is a single source supplier of virtually every precast
concrete product needed for residential, commercial/industrial,
Department of Transportation and municipality projects.

Modern, on a consolidated basis, generated revenues of
$23.4 million and $19.4 million and operating EBITDA of
$1.4 million and ($382,000) for years 2010 and 2011, respectively.

The Debtors have tapped Beane Associates, Inc. as financial
restructuring advisor and McElroy, Deutsch, Mulvaney & Carpenter,
LLP as attorneys.  Griffin Financial Group, LLC serves as
investment banker.

The Official Committee of Unsecured Creditors is represented by
Ciardi Ciardi & Astin.  The Committee tapped Eisneramper LLP as
its accountants and financial advisor.

On Jan. 18, 2013, the Bankruptcy Court approved the sale of the
substantially all of the Debtors' assets to OldCastle Precast,
Inc., for a total proposed purchase price of $7,800,000 to the
Debtors, plus the Sellable Inventory Value, plus the AR Value,
less the WIP Adjustment, less any remaining amounts payable with
respect to any items of Equipment that are subject to capital
leases as described in the asset purchase agreement.


MODERN PRECAST: Court Dismisses LLC Debtors' Cases
--------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has dismissed the Chapter 11 cases of West North, LLC, and West
Family Associates, LLC.

As reported in the TCR on March 28, 2013, VCW Enterprises, Inc.,
fka Modern Precast Concrete Inc., et al., asked the Bankruptcy
Court to dismiss the Chapter 11 cases of the LLC Debtors, saying
that the LLC Debtors' primary assets have been sold and they have
no remaining unliened assets with which to formulate and confirm a
plan.  The Debtors said that dismissal of the LLC Debtors' cases
will minimize administrative costs, including, but not limited to,
continued obligations to pay minimum US Trustee quarterly fees.

The LLC Debtors' assets, as of the Petition Date, consisted
primarily of interests in two parcels of real estate leased to and
used by VCW in the operation of its business and known generally
as the Easton Facility.  West Family owned 100% of the membership
interests of West North, which the Debtors believe have no value.

The LLC Debtors' Chapter 11 cases were filed in order to permit a
sale of the LLC Debtors' real properties, in connection with the
sale of the Easton Facility and VCW's assets related thereto, so
as to maximize the payment to creditors, including M&T Bank.
After the sale to Oldcastle Precast, Inc., closed on Jan. 25,
2013, the only remaining assets of the LLC Debtors are checking
accounts, de minimus household furnishings and West Family's
membership interests in West North, all of which are subject to
the valid liens of M&T Bank.

The net proceeds of the sales of the LLC Debtors' properties were
paid to M&T Bank.

                       About Modern Precast

Modern Precast Concrete, Inc. filed a Chapter 11 petition (Bankr.
E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in Reading,
Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D. Kleban, Esq.,
at McElroy Deutsch Mulvaney & Carpenter LLP, in Philadelphia, Pa.,
serve as counsel to the Debtor.  The Debtor estimated up to
$50 million in both assets and liabilities.  West Family
Associates, LLC (Case No. 12-21306) and West North, LLC (Case No.
12-21307) also sought Chapter 11 protection.  The petitions were
signed by James P. Loew, chief financial officer.

Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast
is a leading manufacturer and distributor of precast concrete
structures, pipes and related products.  Modern also purchases and
resells related products.  Modern operates from two facilities, a
91,010 square-foot facility in Easton, Pennsylvania and a 43,784
square-foot facility in Ottsville, Pennsylvania.

Modern is a single source supplier of virtually every precast
concrete product needed for residential, commercial/industrial,
Department of Transportation and municipality projects.

Modern, on a consolidated basis, generated revenues of
$23.4 million and $19.4 million and operating EBITDA of
$1.4 million and ($382,000) for years 2010 and 2011, respectively.

The Debtors have tapped Beane Associates, Inc. as financial
restructuring advisor and McElroy, Deutsch, Mulvaney & Carpenter,
LLP as attorneys.  Griffin Financial Group, LLC serves as
investment banker.

The Official Committee of Unsecured Creditors is represented by
Ciardi Ciardi & Astin.  The Committee tapped Eisneramper LLP as
its accountants and financial advisor.

On Jan. 18, 2013, the Bankruptcy Court approved the sale of the
substantially all of the Debtors' assets to OldCastle Precast,
Inc., for a total proposed purchase price of $7,800,000 to the
Debtors, plus the Sellable Inventory Value, plus the AR Value,
less the WIP Adjustment, less any remaining amounts payable with
respect to any items of Equipment that are subject to capital
leases as described in the asset purchase agreement.


MORGANS HOTEL: Amends Current Report to Add Exhibits
----------------------------------------------------
Morgans Hotel Group Co. has amended its current report on Form
8-K/A originally filed with the Securities and Exchange Commission
on April 1, 2013, in connection with the Morgans Hotel's deal with
the Yucaipa Companies to reduce debt and preferred stock by $230
million.  The amendment was solely for the purpose of filing
exhibits 10.1, 10.2, 10.3 and 10.4 to the Original 8-K.  No other
changes have been made to the Original 8-K.  Copies of the
Exhibits are available for free at:

                        http://is.gd/a6u14x
                        http://is.gd/tas9c3
                        http://is.gd/coklzE
                        http://is.gd/OeJjWy

As previously reported, Morgans Hotel has signed agreements with
The Yucaipa Companies to cancel Yucaipa's interests in the
Company's convertible notes, preferred stock and stock warrants in
exchange for the Company's ownership interests in Delano South
Beach and The Light Group.

The Company will continue to operate Delano South Beach pursuant
to a long-term management agreement.  In addition, the agreements
provide that the Company will launch a $100 million rights
offering available to all Morgans' shareholders, which Yucaipa
will backstop at no-fee should the rights not be exercised in
full.

                      About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company incurred a net loss attributable to common
stockholders of $66.81 million in 2012, a net loss attributable to
common stockholders of $95.34 million in 2011, and a net loss
attributable to common stockholders of $89.96 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $591.15
million in total assets, $728.47 million in total liabilities,
$6.05 million in redeemable noncontrolling interest, and a $143.37
million total deficit.


MOUNTAIN NATIONAL: Delays 2012 Form 10-K for Regulatory Issues
--------------------------------------------------------------
Mountain National Bancshares, Inc., has determined it will be
unable to file its annual report on Form 10-K for the year ended
Dec. 31, 2012, by April 1, 2013, without unreasonable effort or
expense because the Company's annual financial statements have not
been finalized.  Completion of the Company's annual financial
statements has required more time than in prior years due to
regulatory and capital issues involving Mountain National Bank.

                      About Mountain National

Mountain National is a bank holding company registered with the
Board of Governors of the Federal Reserve System under the Bank
Holding Company Act of 1956, as amended.  The Company provides a
full range of banking services through its banking subsidiary,
Mountain National Bank.

The Company conducts its banking activities from its main office
located in Sevierville, Tennessee and through eight additional
branch offices in Sevier County, Tennessee, as well as a regional
headquarters and two branch offices in Blount County, Tennessee.

The Company and its principal subsidiary, Mountain National Bank,
are subject to various regulatory capital requirements
administered by the federal banking agencies.

In February 2010, the Bank agreed to an Office of the Comptroller
of the Currency ("OCC") minimum capital requirement ("IMCR") to
maintain a minimum Tier 1 capital to average assets ratio of 9%
and a minimum total capital to risk-weighted assets ratio of 13%.

The Bank had 4.61% of Tier 1 capital to average assets and 7.69%
of total risk-based capital to risk-weighted assets ratio at
June 30, 2011, and was therefore not in compliance with the IMCR.
As a result, the OCC may bring additional enforcement actions,
including a consent order or a capital directive, against the
Bank.

Based upon its capital levels at June 30, 2011, the Bank's capital
shortfall was approximately $23,374,000 for the Tier 1 capital to
average assets requirement and approximately $20,342,000 for the
total capital to risk-weighted assets requirement.

As reported by the TCR on June 29, 2012, the designation of
Mountain National Bank was changed to "significantly
undercapitalized" effective upon the Bank's filing of an amended
Dec. 31, 2011, Report of Condition and Income with its federal
regulators on May 30, 2012, in which its tangible equity capital
ratio was 2.10%.  The Bank's tangible equity capital ratio as of
March 31, 2012, as reflected in its amended Call Report filed with
the federal regulators on June 14, 2012, improved further to
2.45%.

As a result of no longer being designated as "critically
undercapitalized", the Bank is no longer required under applicable
Prompt Corrective Action regulations to be placed into
conservatorship or receivership within 90 days of that designation
under certain circumstances.

Mountain National incurred a net loss of $39.25 million in 2011,
compared with a net loss of $10.45 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $502.64
million in total assets, $504.98 million in total liabilities and
a $2.33 million total shareholders' deficit.

Crowe Horwath LLP, in Brentwood, Tennessee, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2011.


NAVISTAR INTERNATIONAL: Closes Sale of $300-Million Senior Notes
----------------------------------------------------------------
Navistar International Corporation completed the sale of
$300,000,000 aggregate principal amount of its 8.25% Senior Notes
due 2021, pursuant to the terms of the underwriting agreement
dated March 27, 2013, among the Company, Navistar, Inc., and J.P.
Morgan Securities LLC, as representative of several underwriters.

Under the terms of the Underwriting Agreement, the Company sold
the Notes at a price equal to 99.75% of the principal amount
thereof, plus accrued interest, if any, from Nov. 1, 2012, to the
closing date, and has agreed to indemnify the Underwriters against
certain liabilities.  A copy of the Underwriting Agreement is
available for free at http://is.gd/kHXMYX

The Notes were issued as additional notes pursuant to an
indenture, dated Oct. 28, 2009, among the Company, the Guarantor
and The Bank of New York Mellon Trust Company, N.A., as trustee,
under which the Company previously issued $1 billion in aggregate
principal amount of 8.25% senior notes due 2021, of which $900
million remained outstanding.  The Notes will be treated together
with the Existing Senior Notes as a single series of debt
securities, and will have the same terms as and be fungible with
the Existing Senior Notes.  The Company used the net proceeds from
the offering to repay a portion of its senior secured term loan
facility in connection with its amendment of that facility.  The
Notes were offered at an original issue price of 101.25% plus
accrued interest from Nov. 1, 2012.

The Notes are registered under the Securities Act of 1933, as
amended, pursuant to the Company's Registration Statement on
Form S-3 (Registration No. 333-187557) filed by the Company with
the Securities and Exchange Commission on March 27, 2013.

In connection with the Offering, Kirkland and Ellis LLP provided a
legal opinion with respect to the enforceability of the Notes
issued by the Company in the Offering, a copy of which is
available for free at http://is.gd/GD5PlP

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.

The Company's balance sheet at Oct. 31, 2012, showed $9.10 billion
in total assets, $12.36 billion in total liabilities and a $3.26
billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NISKA GAS: S&P Revises Outlook to Negative & Affirms 'BB-' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Calgary, Alta.-based natural gas storage company Niska Gas Storage
Partners LLC to negative from stable.  At the same time, Standard
& Poor's affirmed its 'BB-' long-term corporate credit rating,
'BB+' senior secured debt rating, and 'B+' senior unsecured debt
rating on Niska.  The recovery ratings are unchanged on the
secured credit facility at '1' and on the unsecured notes at '5'.

"The outlook revision reflects our expectation that seasonal
natural gas storage spreads will be weaker in fiscal 2014 compared
with fiscal 2013, squeezing credit metrics," said Standard &
Poor's credit analyst Gerry Hannochko.  "We believe that unless
there is substantial improvement in seasonal spreads or
deleveraging, we will revise the financial risk profile to
highly leveraged, resulting in a downgrade," Mr. Hannochko added.

The ratings on Niska reflect Standard & Poor's assessment of the
company's leveraged balance sheet, exposure to contract renewal
risk and market pricing risk, the potential large working-capital
and liquidity requirements of its optimization program, and
Niska's master limited partnership structure.  In S&P's view,
offsetting these weaknesses are the company's market leading
storage capacity in the Western Canadian Sedimentary Basin and
Northern California; consistent adherence to its target business
mix between long- and short-term contracts and optimization; and
strict adherence to its risk management policies, which has
resulted in a good track record of operational stability.  The
ratings also reflect S&P's assessment of a "fair" business risk
profile and an "aggressive" financial risk profile.

Niska owns and operates the largest independent natural gas
storage business in North America.  The company owned and operated
225 billion cubic feet (bcf) of total storage capacity as of
Dec. 31, 2012.  Canadian assets include the AECO hub in Alberta,
which includes the Suffield (83.5 bcf) and Countess (70.5 bcf)
facilities.  In the U.S., Niska also owns and operates the Wild
Goose (50 bcf) facility in northern California, the Salt Plains
facility (13 bcf) in Oklahoma, and 8.5 bcf of leased natural gas
capacity.  It also provides natural gas marketing services to the
Ontario and British Columbia energy market as a natural extension
of its commercial storage activities in the midcontinent region.

The negative outlook reflects S&P's expectation of weaker
financial metrics in fiscal 2014 due to lower seasonal natural gas
spreads.  S&P's forecast of adjusted funds from operations (AFFO)-
to-debt of approximately 10% and 6x debt-to-EBITDA in fiscal years
2014 and 2015 are weak for the ratings.

S&P could lower the ratings if seasonal spreads remain weak such
that Niska is unable to improve metrics above 12% AFFO-to-debt in
the next year.  In addition, S&P would view negatively the
company's financial policy becoming more aggressive with respect
to dividend and conservative with debt reduction policies.

S&P believes an upgrade during its year-long outlook horizon is
unlikely without a demonstrated improvement in the financial risk
profile that will include sustained AFFO-to-debt in the mid-20%
range and a financial policy of continued debt reduction, or an
improvement in the business risk through the addition of less
commodity exposed cash flows.


NNN 3500: Court Okays Hiring of Forshey & Prostok as Attorneys
--------------------------------------------------------------
NNN 3500 Maple, LLC, sought and obtained court permission to
employ Forshey & Prostok, LLP, as its attorneys.

F&P will render general legal services to the Debtor as needed
throughout the course of the chapter 11 case, including litigation
and bankruptcy assistance and advice.  Certain of the legal
services that F&P will render to the Debtor may include:

   a. Advising the Debtor of its rights, powers and duties as
      Debtor and Debtor in Possession continuing to operate and
      manage its business and assets;

   b. Advising the Debtor concerning, and assisting in the
      negotiation and documentation of, agreements, debt
      restructurings, and related transactions;

   c. Reviewing the nature and validity of liens asserted against
      the property of the Debtor and advising the Debtor
      concerning the enforceability of those liens;

   d. Advising the Debtor concerning the actions that they might
      take to collect and to recover property for the benefit of
      the Debtor?s estate;

   e. Preparing on behalf of the Debtor all necessary and
      appropriate applications, motions, pleadings, proposed
      orders, notices, schedules and other documents, and
      reviewing all financial and other reports to be filed in the
      chapter 11 case;

   f. Advising the Debtor concerning, and preparing responses to,
      applications, motions, pleadings, notices and other papers
      that may be filed and served in the chapter 11 case;

   g. Counseling the Debtor in connection with the formulation,
      negotiation and promulgation of one or more plans of
      reorganization and related documents;

   h. Performing all other legal services for and on behalf of the
      Debtor that may be necessary or appropriate in the
      administration of the chapter 11 case or in the conduct of
      the bankruptcy case and its business, including advising and
      assisting the Debtor with respect to debt restructurings,
      asset dispositions, and general business, tax, finance, real
      estate and litigation matters; and

   i. All other legal services as may be necessary or appropriate
      in connection with the bankruptcy case.

F&P will charge the Debtor for legal services on an hourly basis
in accordance with F&P?s ordinary and customary hourly rates as in
effect on the date services are rendered. The current hourly rates
charged by F&P are:

      Professional                  Fee Range
      ------------                  ---------
      Partners                      $450.00 to $575.00
      Associates                    $275.00 to $425.00
      Of Counsel                    $225.00 to $425.00
      Paralegals                    $150.00 to $195.00

In connection with the engagement, the Breakwater Equity Partners,
an agent of the Debtor and certain other Tenants-in-Common,
provided F&P with a retainer of $50,000.  The Retainer was not
paid by the Debtor, or with the Debtor?s funds, but was paid
on the Debtor?s behalf by the Debtor?s Sole Member and other
Tenants-in-Common owning an interest in the real property commonly
known as 3500 Maple, Dallas, Texas, for the specific purpose of
the Debtor?s Chapter 11 Bankruptcy proceeding and to that extent,
the Retainer is not property of the bankruptcy estate.

To the best of the Debtor?s knowledge, F&P represents no interest
adverse to the Debtor or to its estate in the matters for which
F&P is proposed to be retained and is a "disinterested person" as
defined in section 101(14) of the Bankruptcy Code.

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presides over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.


OHANA GROUP: Hires Kidder Mathews as Real Estate Appraiser
----------------------------------------------------------
Ohana Group, LLC, sought and obtained court permission to employ
Kidder Mathews as its real estate appraiser.

The Debtor is hiring Kidder Mathews as its valuation consultant
with respect to real property of the Debtor located at 3601
Fremont Ave. N., Seattle, WA.  KM?s services would include
consultation and analysis with respect to the value of the
Property, and testimony, as necessary, with respect to the same.

The Debtor selected KM because it is a premier, full-service real
estate services company, with offices located at numerous
locations on the West Coast, including in Seattle.

The Debtor believes KM's employment will facilitate its ability to
formulate a plan of reorganization and support its liquidation
analysis, and to respond to motions for relief from the automatic
stay that have been or may be filed.

KM is employed under a general retainer based on time and billable
charges. A general retainer is necessary because of the services
required for the estate.

KM is disinterested as that term is defined in 11 U.S.C. Section
101(14), and represents or holds no interest adverse to the
interest of the estate with respect to the matters on which it is
to be employed.

Ohana Group LLC, in Seattle, Washington, filed for Chapter 11
bankruptcy (Bankr. W.D. Wash. Case No. 12-21904) on Nov. 30, 2012.
Judge Marc Barreca oversees the case.  James L. Day, Esq., at Bush
Strout & Kornfeld LLP, serves as bankruptcy counsel.  In its
petition, the Debtor scheduled $16,000,000 in assets and
$11,696,131 in liabilities.


OHANA GROUP: Court Okays Hiring of Krikorian as Special Counsel
---------------------------------------------------------------
Ohana Group, LLC, sought and obtained court permission to employ
The Law Offices of Brian H. Krikorian to serve as its special
counsel during the pendency of its bankruptcy proceedings for the
purpose of representing the Debtor in litigation against one of
the Debtor's former tenants, King County Superior Court Case No.
12-2-15573-9.

It is necessary and essential that the Debtor employ Brian
Krikorian under a general retainer based on time and billable
charges at the firm's ordinary billable rates. A general retainer
is necessary because of the extensive legal services required for
the estate in connection with the Tenant Litigation.

Brian Krikorian represents no other entity in connection with the
case, and does not represent or hold any interest adverse to the
interests of the estate with respect to the matters on which
it is to be employed.

Ohana Group LLC, in Seattle, Washington, filed for Chapter 11
bankruptcy (Bankr. W.D. Wash. Case No. 12-21904) on Nov. 30, 2012.
Judge Marc Barreca oversees the case.  James L. Day, Esq., at Bush
Strout & Kornfeld LLP, serves as bankruptcy counsel.  In its
petition, the Debtor scheduled $16,000,000 in assets and
$11,696,131 in liabilities.


OHANA GROUP: Can Hire Bush Strout & Kornfeld as Bankruptcy Counsel
------------------------------------------------------------------
Ohana Group, LLC, sought and obtained court permission to employ
Bush Strout & Kornfeld LLP, as its counsel.

The professional services to be rendered by Bush Strout & Kornfeld
LLP include:

   a. to give debtor-in-possession legal advice with respect to
      its powers and duties as debtor-in-possession in the
      continued operation of its business and management of its
      property;

   b. to take necessary action to avoid any liens subject to
      debtor-in-possession's avoiding powers;

   c. to prepare on behalf of debtor as debtor-in-possession all
      necessary applications, answers, orders, reports, and other
      legal papers;

   d. to perform any and all other legal services for debtor as
      debtor-in-possession which may be necessary.

Bush Strout & Kornfeld LLP is employed under a general retainer
based on time and billable charges. A general retainer is
necessary because of the extensive legal services required for the
estate.

Bush Strout & Kornfeld LLP represents no other entity in
connection with the case, is not a creditor of the estate, is
disinterested as that term is defined in 11 U.S.C. Section
101(14), and does not represent or hold any interest adverse to
the interest of the estate with respect to the matters on
which it is to be employed.

Ohana Group LLC, in Seattle, Washington, filed for Chapter 11
bankruptcy (Bankr. W.D. Wash. Case No. 12-21904) on Nov. 30, 2012.
Judge Marc Barreca oversees the case.  James L. Day, Esq., at Bush
Strout & Kornfeld LLP, serves as bankruptcy counsel.  In its
petition, the Debtor scheduled $16,000,000 in assets and
$11,696,131 in liabilities.


OMPHALOS CORP: KCCW Accountancy Raises Going Concern Doubt
----------------------------------------------------------
Omphalos, Corp., filed on March 28, 2013, its annual report on
Form 10-K for the year ended Dec. 31, 2012.

KCCW Accountancy Corp., in Diamond Bar, California, expressed
substantial doubt about Omphalos, Corp.'s ability to continue as a
going concern, citing the Company's net losses of $876,345 and
$1.6 million during the years ended Dec. 31, 2012, and 2011,
respectively.

The Company reported a net loss of $876,345 on net sales of
$543,487 in 2012, compared with a net loss of $1.6 million on net
sales of $454,091 in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.4 million
in total assets, $201,244 in total liabilities, and stockholders'
equity of $1.27 million.

A copy of the Form 10-K is available at http://is.gd/TlPr12

Headquartered in Luchu Taoyuan County, Taiwan, Omphalos, Corp.
(formerly Soyodo Group Holdings Inc.),  through its wholly-owned
subsidiaries which serve as third-party resellers, supplies a wide
range of equipment and parts including refurbished and modified
reflow soldering ovens and automated optical inspection machines
for printed circuit board (PCB) manufacturers in Taiwan and China.
Omphalos also provides after sale services such as maintenance and
repairs to its customers and sells parts for the equipment.


OPTIMUMBANK HOLDINGS: Delays Form 10-K for 2012
-----------------------------------------------
OptimumBank Holdings, Inc., was unable to file its annual report
on Form 10-K for the period ended Dec. 31, 2012, by its prescribed
due date of April 1, 2013.  The delay was attributable the need to
obtain final approval of the Form 10-K by the Audit Committee and
Board of Directors of the Company and difficulties in scheduling
caused by the holidays.  The Company currently expects to file the
Form 10-K on or before April 4, 2013.

The Company's net income for the fiscal year ended Dec. 31, 2012,
was a net loss of $4,697,000, compared to a net loss of $3,747,000
for the fiscal year ended Dec. 31, 2011.

                    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: Files Schedules of Assets & Liabilities
-------------------------------------------------------------
Overseas Shipholding Group, Inc. filed with the U.S. Bankruptcy
Court for the District of Delaware its schedules of assets and
liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property
B. Personal Property    $1,788,825,473.22
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                         $0.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                     $2,052,881,743.34
                        -----------------     -----------------
TOTAL                   $1,788,825,473.22     $2,052,881,743.34

                     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.


OVERSEAS SHIPHOLDING: Maple Tanker Files Assets, Debts Schedules
----------------------------------------------------------------
Maple Tanker Corporation, an affiliate of Overseas Shipholding
Group, Inc., filed with the U.S. Bankruptcy Court for the District
of Delaware its schedules of assets and liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property
B. Personal Property     $146,583,564.19
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                $87,005,109.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
Claims                                           $60,122,820.12
                         --------------          --------------
TOTAL                   $146,583,564.19         $147,127,929.12

                     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.


OVERSEAS SHIPHOLDING: Long Beach Files Assets & Debts Schedules
---------------------------------------------------------------
Overseas Long Beach LLC filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property
B. Personal Property     $39,388,134.21
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                         $0.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $32,062,189.47
                         --------------          --------------
TOTAL                    $39,388,134.21          $32,062,189.47

                     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.


OVERSEAS SHIPHOLDING: Los Angeles Files Assets, Debts Schedules
---------------------------------------------------------------
Overseas Los Angeles LLC, an affiliate of Overseas Shipholding
Group, Inc., filed with the U.S. Bankruptcy Court for the District
of Delaware its schedules of assets and liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property
B. Personal Property     $38,729,548.70
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                         $0.00
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $0.00
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $33,383,499.66
                         --------------          --------------
TOTAL                    $38,729,548.70          $33,383,499.66

                     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.


OZONE REALTY: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: The Ozone Realty LLC
        93-02 95th Avenue
        Ozone Park, NY 11416

Bankruptcy Case No.: 13-42017

Chapter 11 Petition Date: April 5, 2013

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: Timothy M. Kelly, Esq.
                  SURIS & ASSOCIATES
                  999 Walt Whitman Road
                  Suite 201
                  Melville, NY 11747
                  Tel: (631) 423-9700
                  Fax: (631) 423-9765
                  E-mail: tkelly@surislaw.com

Scheduled Assets: $1,858,777

Scheduled Liabilities: $2,528,714

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
New York Community Bank                          $2,528,714
One Jericho Plaza
Jericho, NY 11753

The petition was signed by Manuel L. Rodriguez, managing member.


PATRIOT COAL: UMMA Plans May Intervene in Chapter 11 Case
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
granted Friday the motion of the United Mine Workers of America
1974 Pension Trust and the United Mine Workers of America 1993
Benefit Plan to intervene in the Chapter 11 case of Patriot Coal
Corporation et al.

As reported in the TCR on April 4, the UMMA Plans has sought to
participate in the contested matter associated with the Motion to
Reject Collective Bargaining Agreements and to Modify Retiree
Benefits (the "1113/1114 motion) filed by Debtor Patriot Coal
Corporation on March 14, 2013.

The hearing on the 1113/1114 Motion is scheduled to commence on
April 29, 2013.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PEDEVCO CORP: GBH CPAs Raises Going Concern Doubt
-------------------------------------------------
PEDEVCO Corp. filed on March 25, 2013, its annual report on Form
10-K for the year ended Dec. 31, 2012.

GBH CPAs, PC, in Houston, Texas, expressed substantial doubt about
PEDEVCO Corp.'s ability to continue as a going concern, citing the
Company's loss from continuing operations for the year ended
Dec. 31, 2012, and accumulated deficit at Dec. 31, 2012.

The Company reported a net loss of $12.0 million on $503,153 of
oil and gas sales in 2012, compared with a net loss of $763,677 on
$0 oil and gas sales for the period from Feb. 9, 2011 (Inception)
through Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $11.4 million
in total assets, $4.8 million in total liabilities, $1.2 million
in Redeemable Series A convertible preferred stock, and
stockholders' equity of $5.4 million.

A copy of the Form 10-K is available at http://is.gd/k3YI79

Danville, California-based PEDEVCO Corp. is an energy company
engaged in the acquisition, exploration, development and
production of oil and natural gas resources in the United States,
with a primary focus on oil and natural gas shale plays and a
secondary focus on conventional oil and natural gas plays.  Its
current operations are located primarily in the Niobrara Shale
play in the Denver-Julesburg Basin in Morgan and Weld Counties,
Colorado and the Eagle Ford Shale play in McMullen County, Texas.
The Company also holds an interest in the North Sugar Valley Field
in Matagorda County, Texas, though the Company considers this a
non-core asset.


PHIL'S CAKE: Amends Schedules of Assets & Liabilities
-----------------------------------------------------
Phil's Cake Box Bakeries, Inc. filed with the U.S. Bankruptcy
Court for the Middle District of Florida, Tampa Division, its
amended schedules of assets and liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property           $5,845,803.00
B. Personal Property       $6,668,713.10
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                $11,033,900.45
E. Creditors Holding
   Unsecured Priority
   Claims                                            $35,120.01
F. Creditors Holding
   Unsecured Non-priority
   Claims                                         $3,524,931.19
                         --------------          --------------
TOTAL                    $12,514,516.10          $14,593,951.65

                      About Alessi's Bakeries

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.
Liabilities include $5.9 million owing to Zions.  There is another
$3 million owing to the Small Business Administration and $820,000
to trade suppliers.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.


PICACHO HILLS: April 12 Hearing on Case Dismissal Plea
------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Mexico will
convene a hearing on April 12, 2013, at 9 a.m., to consider the
motion to dismiss the Chapter 11 case of Picacho Hills Utility
Company, Inc.

As reported in the Troubled Company Reporter on March 20, 2013,
Robert Martin, appointed by the district court as receiver for the
Debtor asked the Court to dismiss PHUC's newly filed bankruptcy
case on grounds that it was filed in "bad faith."

Mr. Martin filed a separate motion asking the bankruptcy judge to
abstain from hearing or suspend the Chapter 11 proceeding so that
the state court may continue the receivership and consider whether
the Debtor's property should be sold for the benefit of the
parties and the public.

A third motion filed by the receiver is a request to excuse
compliance from turnover requirements under 11 U.S.C. Sec. 543(a).

The Debtor is a public utility regulated by New Mexico Public
Regulation Commission.

Mr. Martin said that before the bankruptcy filing, PHUC's owner,
Stephen C. Blanco, embezzled loan proceeds of PHUC, fraudulently
conveyed PHUC's assets, and discarded orders by its regulator.

Investigation by the Commission began October 2008, and in August
2010 the Commission recommended a receiver following findings of
unauthorized financial transactions involving PHUC and Mr. Blanco.
Orders by the Commission were affirmed by the New Mexico Supreme
Court in September 2011.

In June 2010, the Bank of Rio Grande accelerated a $758,160 debt
and commenced a receivership action in District Court for Dona Ana
County, New Mexico.  The court appointed Robert Martin as receiver
in November 2011.

In July 2012, the parties entered into mediation and executed a
Settlement Agreement.  Mr. Blanco and his attorney, Alex Chisholm,
as well as the other parties, executed the settlement agreement,
under which Mr. Blanco and PHUC agreed to the sale of the assets
by the receiver.

The receiver found a buyer, the Dona Ana Mutual Domestic Water
Consumers Association, a political subdivision of the State of New
Mexico, and in September 2012, filed a motion in the District
Court.  However, Mr. Blanco filed documents purporting to
fraudulently convey the same water rights to Resurrection Mining,
LLC.

Resurrection Mining is an entity that lists Alex Chisholm,
attorney for Mr. Blanco and PHUC, as "Organizer", and his office
address is the mailing address and corporate address for the
entity.  Mr. Blanco received 22% of the stock of Resurrection in
return for conveying the waters rights.

Attempts by Mr. Blanco to forum shop by having Judge James T.
Martin disqualified were opposed by the Commission and denied by
the New Mexico Supreme Court.

On March 8, just days before the hearing on the sale motion and a
bid to hold Messrs. Blanco and Chisholm in contempt for conspiring
to steal 1,876 acre feet of water rights from PHUC, Mr. Blanco
sent PHUC to bankruptcy.

The receiver, citing, the case of In re Starlite Houseboats, Inc.,
426 B.R. 375, 387 (Bankr.Kan 2010), says the three factors for
abstention are satisfied:

   (i) The motivation of the petitioner -- in this case Mr. Blanco
on behalf of the debtor -- was to avoid enforcement of the agreed
judgment and to avoid the consequences of his contempt of court by
removing the case from the state court;

  (ii) The creditors, and in this case the court should include
the public, are better off with a receiver who will competently
manage the public utility and honestly distribute the proceeds of
sale rather than Mr. Blanco whose honesty was demonstrated when he
conveyed water rights of the debtor to his insider entity formed
by his attorney; and

(iii) The Debtor is better off with an honest receiver than a
principal who embezzles assets and loan proceeds.

                    About Picacho Hills Utility

Picacho Hills Utility Company, Inc., filed a Chapter 11 petition
(Bankr. D. N.M. Case No. 13-10742) on March 7, 2013.  The Debtor
is represented by William F. Davis & Associates, P.C.  The Debtor
estimated assets of at least $10 million and debts of at least
$1 million.

PHUC is a public utility as defined by the New Mexico Public
Utility Act, Sec. 62-3-3.G. and provides water and sewer service
to approximately one thousand residences in Dona Ana County, New
Mexico.  PHUC is 100% owned by Stephen C. Blanco, who is its
president.

Robert Martin, the receiver, is represented by Paul M. Fish, Esq.,
at Modrall Sperling Roehl Harris & Sisk, P.A.


PLAY BEVERAGES: Cirtran Gets $1.4-Mil. Royalty Payment Relief
-------------------------------------------------------------
CirTran Corporation, an international contract manufacturer of
energy beverages and consumer products, said on April 9 that it
has been relieved of approximately $1.4 million in accrued
royalties and other debt obligations claimed by former Play
Beverages' partners involving Playboy Energy Drink line after a
settlement.  This settlement will improve CirTran's bottom line by
that amount.

CirTran President Iehab J. Hawatmeh said "the Play Beverages
Parties," including Bev Group, LLC, CirTran Beverage Corporation,
CirTran Corporation, Fadi Nora and himself, settled with "the LIB-
MP parties," including LIB-MP Beverage, LLC, American Sales and
Merchandising, LLC, and individuals Warner K. Depuy, Michael
Liberty and Jeffrey Pollack.

Under the agreement, the parties exchanged mutual general releases
without payment by any party of any amounts to any other.
Accordingly, Play Beverages Parties was relieved of the $1,375,618
payment obligation to the LIB-MP parties.

Mr. Hawatmeh said that "the LIB-MP parties" had filed the petition
that forced PlayBev into involuntary bankruptcy, but in December,
2012, the U.S. Bankruptcy Court (District of Utah) vacated the
bankruptcy, freeing PlayBev to take legal actions to protect the
product license granted for its Playboy Energy Drink.

That was the first "three consecutive major legal victories for
'the Play Beverages Parties'," he said, setting the stage for this
settlement.  "Now we can go back to work to regain the momentum we
had in establishing Playboy Energy Drink a 'player' in the
international marketplace."

Introduced in 2008, Playboy Energy Drink is manufactured and
distributed exclusively by CirTran Beverage Corporation, a wholly
owned subsidiary of CirTran Corporation under a product license
from Playboy Enterprises to Play Beverages.  It is currently
available in more than 20 countries.

                     About CirTran Corporation

Marking its 20th year in business in 2013, CirTran Corporation --
http://www.cirtran.com-- has evolved from its roots as an
international, full-service contract manufacturer.  From its
headquarters in Salt Lake City, Utah, where it operates, along
with its Racore Technology electronics manufacturing subsidiary,
from an ISO 9001:2000-certified facility, CirTran has grown in
scope and geography.  Today, CirTran's operations include:
CirTran-Asia, a subsidiary with principal offices in ShenZhen,
China, which manufactures high-volume electronics, fitness
equipment, and household products for the multi-billion-dollar
direct response industry; CirTran Online, which offers products
directly to consumers through major retail Web sites; and CirTran
Beverage, which has partnered with Play Beverages, LLC, to
introduce and distribute the Playboy Energy Drink.

                      About Play Beverages

On April 26, 2011, three alleged creditors, LIB-MP Beverage, LLC,
George Denney, and Warner K. Depuy, filed an involuntary Chapter 7
petition against Play Beverages, LLC, a consolidated entity of the
Company, seeking its liquidation.  On Aug. 12, 2011, the
proceeding was converted into a Chapter 11 reorganization
proceeding (Bankr. D. Utah Case No. 11-26046).


PLEASANT VIEW: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: Pleasant View Farms, Inc.
        21814 Route 4
        Carlinville, IL 62626

Bankruptcy Case No.: 13-70672

Chapter 11 Petition Date: April 5, 2013

Court: United States Bankruptcy Court
       Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: Robert E. Eggmann, Esq.
                  DESAI EGGMANN MASON LLC
                  7733 Forsyth Blvd, Suite 2075
                  Clayton, MO 63105
                  Tel: (314) 881-0800
                  Fax: (314) 881-0820
                  E-mail: reggmann@demlawllc.com

Scheduled Assets: $288,500

Scheduled Liabilities: $16,704,218

A copy of the Company's list of its four unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/ilcb13-70672.pdf

The petition was signed by Rick E. Rosentreter, president.


PUERTO DEL REY: Hires Gerardo Morera Ledon as Auditor
-----------------------------------------------------
Puerto del Rey, Inc., also known as Marina Puerto del Rey, sought
and obtained court permission to employ Gerardo Morera Ledon CPA
to conduct the external audits of the Debtor's books and records
for the years ended on December 31, 2010, and 2011, years needed
to be audited to comply with the Debtor's obligations to file its
income tax returns for those years.

Morera will charge a flat rate of $30,000 for the year ended on
December 31, 2010, and a discounted flat rate of $20,000 for the
year ended on December 31, 2011.

To the best of the Debtor's knowledge, Morera is a disinterested
person as defined in Section 101(14) of the Bankruptcy Code.

                       About Puerto del Rey

Puerto del Rey, Inc., owner of the Puerto Del Rey Marina, filed a
petition for Chapter 11 protection on Dec. 28 in Old San Juan,
Puerto Rico (Bankr. D.P.R. Case No. 12-10295), owing $43 million
to secured lender First Bank Puerto Rico Inc.  The 22-acre
facility in Fajardo, Puerto Rico, has 918 wet slips and dry
storage for 600 boats.  Bankruptcy was designed to forestall
creditors from attaching assets.  The Debtor disclosed assets of
$99.8 million and liabilities totaling $44.4 million


PROGUARD ACQUISITION: Pruzansky P.A. Raises Going Concern Doubt
---------------------------------------------------------------
Proguard Acquisition Corp. filed on March 28, 2013, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2012.

Pruzansky, P.A., in Boca Raton, Florida, expressed substantial
doubt about Proguard Acquisition's ability to continue as a going
concern, citing the Company's net loss and net cash used in
operations of $445,016 and $173,189, respectively, during the year
ended Dec. 31, 2012, and stockholders' deficit and accumulated
deficit of $49,314 and $1.4 million, respectively, at Dec. 31,
2012.

The Company reported a net loss of $445,016 on net sales of
$14.57 million in 2012, compared with a net loss of $424,452 on
net sales of $6.07 million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.23 million
in total assets, $1.28 million in total liabilities, and a
stockholders' deficit of $49,314.

A copy of the Form 10-K is available at http://is.gd/Uhd0BT

Proguard Acquisition Corp. (OTC BB: PGRD), headquartered in
Lauderdale, Florida, is a Business to Business (B2B) reseller of
all general line office and business products.


QUICK STEP: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Quick Step Investment, Inc.
        998 NE 167 Street
        Miami, FL 33162

Bankruptcy Case No.: 13-17954

Chapter 11 Petition Date: April 9, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: David C. Rubin, Esq.
                  DAVID C RUBIN P.A.
                  6800 SW 40th St., #352
                  Miami, FL 33155
                  Tel: (305) 804-1898
                  E-mail: david3051@aol.com

Scheduled Assets: $1,107,061

Scheduled Liabilities: $2,201,494

A copy of the Company's list of its 11 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/flsb13-17954.pdf

The petition was signed by Shahab Kalam, president.


RADIAN GROUP: Unit Releases Delinquency Data for March 2013
-----------------------------------------------------------
Radian Guaranty Inc., the mortgage insurance subsidiary of Radian
Group Inc., on April 9 released data for primary mortgage
insurance delinquencies for March 2013.

The information regarding new delinquencies and cures is reported
to Radian from loan servicers.  Default reporting, particularly on
a monthly basis, may be affected by several factors, including the
date on which the report is generated and transmitted to Radian,
updated information submitted by servicers and by the timing of
servicing transfers.

                                                   March 2013
Primary New Insurance Written ($ in billions)        $3.63
Beginning Primary Delinquent Inventory               89,714
(# of loans)

New Delinquencies*                                   4,168

Cures*                                              (6,338)

Paids                                               (2,028)
(including those charged to a deductible or captive)

Rescissions and Denials                               (407)

Ending Primary Delinquent Inventory                  85,109
(# of loans)


*Incorporates updated servicer information with respect to
February 2013 new delinquencies and cures. For the two month
period (February and March 2013) new delinquencies and cures were
9,646 and (11,223), respectively.

                  Capital and Liquidity Update

In March 2013, Radian Group contributed $115 million of capital to
Radian Guaranty, in order to support the company's strong risk-to-
capital position. After the contribution, Radian Group maintains
more than $800 million of currently available liquidity.  The
company expects to maintain a risk-to-capital ratio of 20:1 or
below at Radian Guaranty for the foreseeable future.

                       About Radian Group

Headquartered in Philadelphia, Radian Group Inc. --
http://www.radian.biz-- provides private mortgage insurance and
related risk mitigation products and services to mortgage lenders
nationwide through its principal operating subsidiary, Radian
Guaranty Inc.  These services help promote and preserve
homeownership opportunities for homebuyers, while protecting
lenders from default-related losses on residential first mortgages
and facilitating the sale of low-downpayment mortgages in the
secondary market.

                           *     *     *

As reported by the Troubled Company Reporter on March 4, 2013,
Standard & Poor's Ratings Services said that it has affirmed all
of its ratings on Radian Group Inc.  At the same time, S&P revised
the outlook to stable from negative.  S&P also assigned its 'CCC+'
senior unsecured debt rating to the company's proposed
$350 million convertible senior notes.

As reported by the Troubled Company Reporter on Oct. 17, 2012,
Standard & Poor's Rating Services raised its long-term issuer
credit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-'
and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. The
financial strength ratings for both RDN's and MTG's respective
operating companies are unchanged.  The outlook on both companies
is negative.

"The outlook for each company is negative, reflecting the
continuing risk of significant adverse reserve development; the
current trajectory of operating performance; and the expected
impact ongoing losses will have on their capital positions," S&P
said in October 2012.  "We expect operating performance to
deteriorate for the rest of the year for both companies,
reflecting the affect of normal adverse seasonality on new notices
of delinquency and cure rates, and the lack of greater improvement
in the job markets."


REALBIZ MEDIA: Incurs $279K Net Loss in Fiscal First Quarter
------------------------------------------------------------
RealBiz Media Group, Inc., filed its quarterly report on Form 10-
Q, reporting a net loss of $279,000 on $272,000 of revenues for
the three months ended Jan. 31, 2013, compared with a net loss of
$224,000 on $327,000 of revenue for the three months ended
Jan. 31, 2012.

The Company's balance sheet at Jan. 31, 2013, showed $4.9 million
in total assets, $2.8 million in total liabilities, and
shareholders' equity of $2.1 million.

At Jan. 31, 2013, the Company had a working capital deficit of
$2.7 million, and an accumulated deficit of $6.5 million.

A copy of the Form 10-Q is available at http://is.gd/n80AWQ

Weston, Florida-based RealBiz Media Group, Inc., is a real estate
media services company that provides marketing and promotional
services to listing agents and brokers through its proprietary
video processing technology or virtual home tours.

                           *     *     *

As reported in the TCR on Feb. 22, 2013, D'Arelli Pruzansky, P.A.,
in Boca Raton, Florida, expressed substantial doubt about RealBiz
Media'a ability to continue as a going concern, citing the
Company's losses of $963,220 and $953,460 for the years ended
Oct. 31, 2012, and 2011, respectively, and accumulated deficit of
$6,091,775 and working capital deficit of $2,311,736 at Oct. 31,
2012.


RELIANCE STEEL: Moody's Confirms 'Baa3' Rating on $500MM Sr. Notes
------------------------------------------------------------------
Moody's Investors Service confirmed Reliance Steel & Aluminum's
Baa3 senior unsecured rating and assigned a Baa3 rating to its
proposed offering of $500 million Senior Unsecured Notes due 2023.
The proceeds from the offering will be used to partially fund the
acquisition of Metals USA (B1 RUR).

The confirmation of the senior unsecured rating reflects Moody's
expectation that Reliance will have ample pro forma liquidity
after the completion of the acquisition of Metals USA and will
gradually deleverage its balance sheet with the substantial cash
generation of the combined companies. The rating outlook is
negative to reflect the additional leverage added to complete the
acquisition of Metals USA, the uncertainties related to
successfully consolidating the company's largest acquisition to
date during a period of relatively weak industry conditions and
the risk that the company could pursue further debt financed
acquisitions in the near term prior to deleveraging and reducing
its leverage ratio to an investment grade level. This concludes
the review for downgrade initiated in February 2013.

Moody's has taken the following rating actions:

Senior Unsecured Notes due 2023, Assigned Baa3

Senior Unsecured Notes due 2016 -- Baa3, Confirmed

Senior Unsecured Notes due 2036 -- Baa3, Confirmed

Outlook -- Negative

Ratings Rationale:

Reliance Steel's Baa3 senior unsecured rating reflects its
industry leading operating margins, relatively consistent retained
cash flow generation as a percentage of the company's debt,
effective working capital management, successful record of growth
through internal initiatives and well-executed acquisitions, and
scale and diversity that are consistent with an investment grade
company. The company also has relatively strong interest coverage
despite a fairly consistent acquisition program. In addition, the
company has established a track record of efficient inventory
management, operating cost control, effective branch office
management and reliable and high quality service, which are key
success factors for metal distributors.

Reliance Steel's rating is constrained by its ongoing debt
financed acquisition program, which has led to a somewhat elevated
leverage ratio relative to its investment grade rating. The
company's pro forma leverage ratio as measured by debt/EBITDA is
expected to be approximately 3.0x including Moody's pension and
lease adjustments. The use of cash to support the company's active
acquisition program along with investments in working capital to
accommodate improved end market demand, has led to limited free
cash flow in two of the past three years. The cyclicality and
intensely competitive nature of the metal service center industry
also constrain the rating.

The company's outlook could be changed to stable if Reliance
successfully integrates the acquisition of Metals USA, exhibits a
strong liquidity profile and primarily utilizes its free cash flow
to reduce debt so that its leverage ratio returns to a level
commensurate with an investment grade rating. The leverage ratio
declining below 2.5x could trigger an outlook change.

Reliance's susceptibility to cyclical pressures, significant
exposure to nonresidential construction, and its growth-by-
acquisition strategy are factors that constrain the rating and
limit the potential for an upgrade. However, the rating could be
upgraded if Moody's-adjusted leverage as measured by the
debt/EBITDA ratio declined to 2.0x on a sustainable basis or if
retained cash flow (funds from operations minus dividends)
remained consistently above 30% of total debt.

Reliance's rating could be pressured by an increase in its
leverage ratio above 3.0x, although the specifics surrounding the
increase in leverage would be considered. For example, if leverage
was increased to complete an acquisition then Moody's would
consider the earnings and cash flow of the assets acquired, the
consideration paid, the pro forma liquidity profile and the
overall industry environment at the time of the acquisition. Other
factors that could put pressure on the rating include a decline in
Reliance's return on assets ratio below 5.0% as measured by its
NPATBUI/average assets.

The principal methodology used in this rating was the Global
Distribution & Supply Chain Services Industry Methodology
published in November 2011.

Reliance Steel & Aluminum Co., headquartered in Los Angeles,
California is the largest metal service center company in North
America, operating through a network of more than 240 service
centers in 38 US states and 10 other countries. In the 12-month
period ended December 31, 2012, Reliance generated approximately
$8.4 billion in revenues. The company provides value-added metals
processing services and distributes a full line of over 100,000
metal products. These products include carbon steel, alloy steel,
aluminum, brass, copper, stainless steel, titanium and specialty
steel products sold to more than 125,000 customers in a diverse
group of end markets including non-residential construction,
transportation (railcar, truck trailer and shipbuilding),
aerospace, oil and gas, agriculture, electronics and semiconductor
fabrication. Reliance's pro forma LTM sales including the
acquisition of Metals USA were approximately $10.4 billion.


RENAISSANCE HOSPITAL: 5th Cir. Affirms Ruling on Mechanic's Liens
-----------------------------------------------------------------
Innovative Plumbing Services, Inc., and Metropolitan Professional
Electrical Services, Inc., challenge the district court's final
judgment, reversing and vacating the bankruptcy court's amended
judgment, that their mechanics' liens on the property of
Renaissance Hospital Grand Prairie Inc. did not pertain to
materials or labor supplied before September 1, 2006, the date on
which MetroBank N.A. perfected its deed of trust lien.

Hajoca Corp. and Crescent Electric Supply Co. challenge the
bankruptcy court's determination that their mechanics' liens also
did not pertain to materials or labor supplied before September 1,
2006, which the district court upheld.

First National Bank is a party to this litigation as a participant
in MetroBank's loan to RHGP.

On August 31, 2006, RHGP purchased an abandoned hospital site with
the proceeds of a secured $7,000,000 purchase money note from
MetroBank.  To perfect its deed of trust lien, MetroBank recorded
the deed of trust and a security agreement in the Tarrant County,
Texas land records on September 1, 2006.

At the time of the purchase, RHGP intended to renovate the
Hospital, which was without water supply or electrical power.  To
this end, RHGP contracted with IPS to provide plumbing services
for the renovation project.  RHGP also contracted with MPES to
provide electrical services.

To fund the renovation project, RHGP secured $26,000,000 in
additional financing from MetroBank on February 6, 2007.  The deed
of trust secured both loans, which amounted to $34,033,053 as of
the date of RHGP's bankruptcy petition.  On February 14, 2007,
MetroBank sold FNB an undivided participation in the loans.

On January 15, 2008, MPES recorded a mechanic's lien on the
Hospital site in the Tarrant County land records.  MPES did not
pay its subcontractor, Crescent, for electrical materials used in
the renovation project.  Instead, on March 14, 2008, Crescent
recorded its own mechanic's lien on the Hospital site.

On February 13, 2008, IPS recorded a mechanic's lien on the
Hospital site in the Tarrant County land records. IPS did not pay
its subcontractor, Hajoca, for plumbing materials used in the
renovation project.  Instead, on February 1, 2008, Hajoca recorded
its own mechanic's lien on the Hospital site.

In an April 5, 2013 opinion available at http://is.gd/pqy5FNfrom
Leagle.com, Chief Judge Carl E. Stewart of the U.S. Court of
Appeals for the Fifth Circuit affirmed the final judgment of the
district court, which previously had reversed and vacated the
amended judgment of the bankruptcy court.

The appellate case is, FIRST NATIONAL BANK; METROBANK N.A.,
Appellees, v. CRESCENT ELECTRIC SUPPLY COMPANY; HAJOCA
CORPORATION, doing business as Easter & Sons Supply; INNOVATIVE
PLUMBING SERVICES, INCORPORATED; METROPOLITAN PROFESSIONAL
ELECTRICAL SERVICES, INCORPORATED, doing business as Metro
Electric, Appellants, No. 12-10386 (5th Cir.).

RHGP filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code on August 21, 2008. On September 23, 2009, the
bankruptcy court converted RHGP's case into a Chapter 7
liquidation. Thus, the Hospital renovation project never was
completed.


RESIDENTIAL CAPITAL: Court Okays More Auditing Work for Deloitte
----------------------------------------------------------------
The Bankruptcy Court approved additional engagement letters with
Deloitte & Touche LLP, expanding the scope of the firm's
employment to include additional auditing and compliance related
services, including examination of Debtor GMAC Mortgage, LLC's
internal controls related to its mortgage servicing activities,
and performance of independent auditing for Debtor Residential
Capital, LLC's abbreviated financial statements for its Federal
National Mortgage Association Servicing and certain related loan
origination operations.  Walter Investment Management Corp. and
Ocwen Loan Servicing, LLC, have agreed to be responsible for
certain of the additional compensation and expenses.

The Debtors previously obtained approval to hire Deloitte & Touche
as its auditor.  The company tapped the firm to review its interim
financial information for each of the quarters in the year ending
Dec. 31, 2012.  Deloitte will also review the financial statements
of the company and two of its affiliates, GMAC Mortgage LLC and
Residential Funding Company LLC.

                    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: Files 2015.3 Report for Dec. 31
----------------------------------------------------
Residential Capital LLC submitted to the Court a report, as of
Dec. 31, 2012, that provides detail on the value, operations and
profitability of entities in which they hold a substantial or
controlling interest, as required by Rule 2015.3 of the Federal
Rules of Bankruptcy Procedure.

Specifically, the Debtors' estates hold a substantial or
controlling interest in these entities:

Name of Entity           % of Interest   Net Book Value
--------------           -------------   --------------
CAP RE of Vermont, LLC        100%          $26,183,000
CMH Holdings LLC                -            $2,825,000
GMAC Mortgage Servicer
    Advance Funding
    Company Ltd.                44%                   $0
GMAC Residential Funding
    of Canada Limited          100%          $34,613,000
GMAC-RFC Auritec, S.A.        100%           $1,233,000
GMAC-RFC Europe Limited       100%           $1,539,000
GMAC-RFC Holdings Limited     100%          $15,245,000

The Debtors own 100% of the class B shares and Cerberus Rescap
Assets Investors LLC owns the class A shares and the common shares
of CMH Holdings LLC.

                    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: Explains Propriety of Executive Bonuses
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC filed papers April 9 in a
last stab at persuading the bankruptcy judge to approve bonuses
for eight senior executives.

The report relates that although the U.S. Trustee didn't object to
bonuses for 155 non-executive workers, she argued that the
proposed $3.3 million in bonuses for senior executives of the
mortgage-servicing unit of non-bankrupt Ally Financial Inc. amount
to retention bonuses banned by Congress for bankrupt companies.

ResCap, the report discloses, said the asset-recovery thresholds
to be met in qualification for the bonuses "are most certainly not
layups."  The company said liquidating government-guaranteed
mortgages isn't a sure thing because the executives can influence
how quickly defaulted loans are converted to cash.  Non-guaranteed
government loans "are not high-quality assets" and thus require
diligence and expertise for successful liquidation.

A bankruptcy judge in Manhattan will hold a hearing April 11 on
the question of authorizing the bonuses.

                    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: Files Immaterial Modifications to Chap. 11 Plan
---------------------------------------------------------
Revel AC, Inc., and its debtor affiliates submitted to the U.S.
Bankruptcy Court for the District of New Jersey a notice of
immaterial modifications to their Joint Plan of Reorganization.
The modifications to the plan pertains to treatment of the claims
of Second Lien Noteholders and the transition of the Debtors'
executive management.

Class 1 - 2012 Credit Agreement Claims of the Plan will be treated
according to the following:

   "Except to the extent that a Holder of a 2012 Credit Agreement
Claim agrees to a less favorable treatment, in exchange for full
and final satisfaction, settlement, release, and discharge of the
2012 Credit Agreement Claims, upon the closing of the DIP Facility
or Second Lien Exit Facility, as applicable, each Holder of a 2012
Credit Agreement Claim shall receive on a Pro Rata basis payment
in full in Cash from the proceeds of the DIP Facility (only to the
extent such Holder is a DIP Lender), and during the Interim
Period, at a ratio of $5.11 for each $1.00 of (i) Revolving DIP
Loan issued to the Debtors that is not used to repay principal
amounts outstanding under the Prepetition 2012 Credit Agreement or
(ii) Letter of Credit (other than the Existing LC and the Day Club
CapEx LC) issued or amended to effect an increase), or the Second
Lien Exit Facility (excluding any letters of credit being
continued under the First Lien Exit Facility), as applicable, and
upon the Court's entry of the Final Order approving the DIP
Facility, any letters of credit issued under the 2012 Credit
Agreement shall be deemed to be issued under the DIP Facility, and
upon the Effective Date, any letters of credit issued under the
DIP Facility shall be deemed to be issued under the First Lien
Exit Facility or cash collateralized at 103% of any letter of
credit exposure."

Class 3 - Second Lien Note Claims of the Plan will be treated
according to the following:

   "In exchange for full and final satisfaction, settlement,
release, and discharge of the Second Lien Note Claims, each Holder
of such Allowed Second Lien Note Claim shall receive its Pro Rata
share of the Contingent Payment Rights. The Contingent Payment
Rights shall be secured by a first-priority lien on, and a
collateral assignment of, the ERG Pledged Account and the Debtors'
right, title and interest in and to ERG Agreement, and a first-
priority lien in and to all proceeds received pursuant to the ERG
Agreement and deposited in the ERG Pledged Account."

The Plan was signed by Jeffrey Hartman, the Debtors' interim chief
executive officer, replacing Kevin DiSanctis pursuant to an
executive transition agreement.

The Executive Transition Agreement provides that if Mr. DiSanctis
and Michael C. Garrity, the Debtors' chief investment officer,
have substantially performed their services required under the
Agreement, they will be paid $5,355,000, and, at the conclusion of
their services, an additional payment in an amount equal to (i)
33.33% of the Additional Payment for the achievement of certain
required tasks, plus (ii) 16.67% of the Additional Payment for
certain required tasks.  As used in the Executive Transition
Agreement, the term "Additional Payment" means $1,785,000.  The
Initial Payment and the Additional Payment will be divided between
the Executives, with Mr. DeSanctis receiving 58.823% and
Mr. Garrity receiving 41.117%.

The hearing to consider the adequacy of the Disclosure Statement
explaining the Debtors' Plan will be held on May 13, 2013, at
10:00 a.m.  Objections to the Disclosure Statement must be filed
on or before May 6.

Full-text copies of the Amended Plan and the blacklined copy dated
April 7, 2013, are available for free at:

              http://bankrupt.com/misc/REVELplan0407.pdf

                         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.


REVEL AC: Files Schedules of General Unsecured Claims
-----------------------------------------------------
Revel AC, Inc., and its four debtor affiliates filed with the U.S.
Bankruptcy Court for the District of New Jersey their modified
Schedule F of their Schedules of Assets and Liabilities.  Schedule
F sets forth general unsecured claims in excess of $2.5 million
against the Debtors.

The Debtors' modified Schedule F discloses the following amount of
general unsecured claims against each Debtor:

                                             Amount of
   Debtor Entity                        Gen. Unsec. Claims
   -------------                        ------------------
   Revel Entertainment Group, LLC           $24,607,619
   Revel AC, Inc.                            $5,088,099
   NB Acquisition LLC                        $2,672,824
   Revel AC, LLC                                     $0
   Revel Atlantic City, LLC                          $0

The following creditors hold general unsecured claims against
Debtor Revel Entertainment Group:

   Creditor                                   Amount of Claim
   --------                                   ---------------
   ACR Energy Partners, LLC                        $2,672,824
   American International Group                    13,226,595
   PHD Media                                        3,620,100
   Tishman Construction Corporation                 5,088,099

Each person, other than a governmental unit, that asserts an
unsecured non-priority claim of $2.5 million or greater against
any of the Debtors that arose before the Petition Date, will be
required to file an original, written proof of that claim by May 9
at 4:00 p.m. prevailing Eastern Time.  With respect to all
governmental units, the bar date will be Sept. 23, 2013 at 4:00
p.m.

                         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.


RIVER CANYON: Taps Dickensheet & Associate as Appraiser
-------------------------------------------------------
River Canyon Real Estate Investments LLC sought and obtained
permission from the U.S. Bankruptcy Court to employ Dickensheet &
Associates, Inc., to provide an appraisal of the "as is" market
value of the Debtor's personal property, including all furniture,
fixtures, equipment, and temporary structures.

The firm's Christine Dickensheet will bill at $110 per hour.  In
the event that Ms. Dickensheet is called as an expert witness in
this case, she will also bill at an hourly rate of $110 per hour.

Ms. Dickensheet attests her firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                        About River Canyon

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.

River Canyon filed a Chapter 11 petition (Bankr. D. Colo. Case No.
12-20763) on May 23, 2012, in Denver as part of its settlement
negotiations with lender Beal Bank Nevada, and to preserve the
value of its assets.

At Beal Bank's behest, Cordes & Company was named, effective
Oct. 15, 2010, as receiver for the 643-acre real estate
development with golf course in Douglas County, Colorado.

The Debtor disclosed assets of $19.7 million and liabilities of
$45.3 million in its schedules.  The property and golf course are
estimated to be worth $11 million, and secures a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  The Debtor is
represented by Sender & Wasserman, P.C., as its Chapter 11
counsel.

Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick own most of
the Debtor.  Mr. Jacks, which has a 12.8% membership interest,
signed the Chapter 11 petition.

Richard A. Wieland, the U.S. Trustee for Region 19, was unable to
form an official committee of unsecured creditors because an
insufficient number of persons holding unsecured claims against
the Debtor 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.


ROCKSPRINGS PLAZA: Case Summary & 9 Unsecured Creditors
-------------------------------------------------------
Debtor: Rocksprings Plaza Investments LLC
        3824 S. Jones, #F
        Las Vegas, NV 89103

Bankruptcy Case No.: 13-12882

Chapter 11 Petition Date: April 5, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: David Mincin, Esq.
                  MINCIN LAW, PLLC
                  528 S. Casino Center, #325
                  Las Vegas, NV 89101
                  Tel: (702) 589-9881
                  Fax: (702) 388-4393
                  E-mail: dmincin@lawlasvegas.com

Scheduled Assets: $8,268,026

Scheduled Liabilities: $16,151,328

A copy of the Company's list of its nine largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nvb13-12882.pdf


ROTECH HEALTHCARE: Delays 2012 Form 10-K for Internal Review
------------------------------------------------------------
Rotech Healthcare, Inc., was unable to file its annual report on
Form 10-K for the year ended Dec. 31, 2012, prior to the filing
deadline because the Company has not finalized additional internal
review procedures as a result of the ongoing government
investigation.

As previously reported, on March 12, 2013, a federal court in
Orlando, Florida, issued warrants authorizing the collection of
various categories of billing records from the Company.  The
warrants were executed on March 13, 2013, at the Company's
corporate headquarters in Orlando and the Winter Park, Florida,
location for Rotech Systems Group.  In addition, subpoenas for
particular relevant records were served on certain Company
locations.  While the Company cannot be certain of the focus of
the investigation, it appears to be focused on the same subject
matter as the inaccurate reimbursement for the provision of oxygen
contents that the Company identified, reported and repaid in 2012
to the appropriate Durable Medical Equipment Medicare
Administrative Contractors (DME MACs), although there can be no
assurance that the investigation does not focus on additional
matters.

The national law firm of Foley & Lardner LLP conducted an
extensive review of this matter at the Company's request last
year.  As previously disclosed in the Company's public filings,
during the first quarter of 2012, the Company identified an error
made in certain programming logic within its billing system.  As a
result of this error, the Company determined that it had been
overpaid on certain specific Medicare claim types since Jan. 1,
2009, with the amount of that overpayment being approximately $6.5
million in the aggregate.  This review resulted in the Company
voluntarily reporting its error and voluntarily repaying $6.5
million in May 2012 to the appropriate DME MACs.  The programming
logic that caused this error has been corrected in its billing
system, and the Company is not aware of any other Medicare
overpayment issues as a result of this or any other programming
error and believes that it has already refunded the appropriate
amount for this error.

The Company intends to cooperate fully with the government.  The
Company also intends to file its Form 10-K as soon as practicable.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $255.76
million in total assets, $601.98 million in total liabilities and
a $346.22 million total stockholders' deficiency.

Rotech on April 8 filed voluntary petitions for reorganization
under Chapter 11 of the U.S Bankruptcy Code as well as its plan of
reorganization as the next step towards completing its debt
reduction and restructuring announced on March 15, 2013.  Once the
plan, which is supported by Consenting Holders with a majority in
outstanding principle amount of both Rotech's 10.75% First Lien
Secured Notes and 10.5% Senior Second Lien Secured Notes, is
confirmed, Rotech expects it will have eliminated approximately
half of its secured debt.


ROTECH HEALTHCARE: S&P Lowers Corporate Credit Rating to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Orlando, Fla.-based Rotech Healthcare Inc. to 'D' from
'SD', after the company filed for Chapter 11 bankruptcy protection
on April 8, 2013.

The downgrade follows Rotech Healthcare's announcement that they
filed Chapter 11 bankruptcy protection, under a prepackaged
reorganization.  As a result of the bankruptcy filing, S&P also
lowered its rating on the $230 million senior secured first-lien
notes to 'D' from 'CC'.  S&P also affirmed its 'D' rating on
the company's $290 million senior secured second-lien notes.


RVB HOLDINGS: Recurring Losses Cue Going Concern Doubt
------------------------------------------------------
R.V.B. Holdings Ltd., filed with the U.S. Securities and Exchange
Commission on March 19, 2013, its audited consolidated financial
statements for the year ended Dec. 31, 2012.

Brightman Almagor Zohar & Co., in Tel Aviv, Israel, expressed
substantial doubt about R.V.B. Holdings' ability to continue as a
going concern, citing the Company's recurring losses and negative
cash flows from operations.

The Company reported a net loss of $4.5 million on $62,000 of
revenues in 2012, compared with a net loss of $6.2 million on
$63,000 of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $17.5 million
in total assets, $952,000 in total liabilities, and equity of
$16.5 million.

A copy of the Form 6-K is available at http://is.gd/LcMaRQ

Tel Aviv, Israel-based R.V.B. Holdings Ltd. (formerly B.V.R
Systems (1998) Ltd.) is an Israeli company incorporated in Israel.
The Company's ordinary shares are traded in the United States on
the Over the Counter Bulletin Board (OTC BB) under the symbol
RVBHF.OB.

RVB holds 79% of EER Environmental Energy Resources (Israel)
Ltd.'s share capital and 99% of EER's voting rights.  EER was
incorporated in Israel on May 21, 2000, as a private company
limited by shares.  EER owns know-how and rights in the field of
solid waste treatment through the use of Plasma-Gasification-
Melting (PGM) technology, an innovative approach to waste
treatment, which can be implemented, among others, for the
treatment of municipal waste, medical waste and low and
intermediate level radioactive waste.

In early 2007, EER completed the construction of a facility in
Yblin, Israel to make use of the PGM Technology for the treatment
of municipal waste.  The Yblin Facility, according to its permit,
can operate only few times a year.  At the start of 2008, the
Company began depreciating the facility after a successful first
year of trial running.


SAN BERNARDINO, CA: To Pass New Budget, Resume Payments to Calpers
------------------------------------------------------------------
Tim Reid, writing for Reuters, reports that Paul Glassman, Esq.,
counsel for the city of San Bernardino, on Tuesday told the
bankruptcy judge overseeing the case that the city planned to
present a new, detailed budget by April 15, for approval by the
city council on May 6.  Mr. Glassman also said the city hoped "to
resume payments" to the California Public Employees' Retirement
System, the state employees' pension fund.

Reuters recounts San Bernardino halted its $1.2 million, bimonthly
employer contributions to Calpers when it declared bankruptcy.
The city said at the time that it hoped to resume payments to
Calpers, its biggest creditor, in July 2013.

Mr. Glassman, Reuters notes, did not specify a resumption date in
court on Tuesday or definitively state that the payments would
restart.  He also did not address the question of the city's
arrears to Calpers.

Calpers is opposing San Bernardino's quest for Chapter 9
protection.  Reuters relates Amy Norris, a spokeswoman for
Calpers, said the city "had indicated that it will resume
payments.  We believe it will be a smart business decision for the
City to make the payments part of the budget."  Calpers said it
would take several days to calculate the exact arrears figure for
San Bernardino.

Reuters also reports Bankruptcy Judge Meredith Jury in Riverside,
who is overseeing the case, gave the parties another three weeks
to resolve the issue of discovery.  The next hearing will take
place on May 7, she said on Tuesday.

                   About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SAN DIEGO HOSPICE: Hires Studley as Broker & Votolato as Appraiser
------------------------------------------------------------------
San Diego Hospice & Palliative Care Corporation sought and
obtained court permission to employ Studley Inc. as real estate
broker and Carl A. Votolato as appraiser.

The Debtor owned the real property and improvements consisting of
a 24-bed inpatient facility located at 4311 Third Avenue, San
Diego, California commonly known as 4311 Third Avenue, San Diego,
California 92103.

The Debtor desires to enter into an exclusive listing agreement
for the sale of the Real Property with Michael Labelle and Douglas
C. Lozier of Studley, Inc., for a fee to be determined pursuant to
a sliding commission scale. The terms of the parties' agreement is
from February 12, 2013 through August 10, 2013.  The Debtor
selected Mr. Lozier and Mr. Labelle because neither Mr. Lozier,
Mr. Labelle, nor Studley has any connection to the Debtor, its
principals, or the estate, and both Mr. Lozier and Mr. Labelle
have considerable experience in commercial sales brokerage in San
Diego County.  Studdley will receive no commission on the sale of
the Real Property if it is purchased by Scripps Health for
$10,700,000.

Carl A. Votolato, a MAI certified appraiser, has agreed to
appraise the Premises for $12,000.

                      About San Diego Hospice

San Diego Hospice & Palliative Care Corporation filed a Chapter 11
petition (Bankr. S.D. Calif. Case No. 13-01179) in San Diego on
Feb. 4, 2013.  The Debtor is the operator of the San Diego Hospice
and The Institute for Palliative Medicine, one of the largest
community-owned, not-for-profit hospices in the country.

The Debtor scheduled $20,369,007 in total assets and $14,888,058
in total liabilities.

Even before the bankruptcy filing, the Debtor has been under a
federal investigation, focusing whether it allowed patients to
stay in the program even when their diagnosis changed.  The Debtor
said that it will meet with government agencies to address their
concerns, explore partnerships with other health care
organizations, and work to restructure and resize San Diego
Hospice.  The Debtor said it has encouraged Scripps Health, the
region's largest provider of health care services, to enter the
hospice business.

Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the
Debtor.


SAVANNAH INVESTMENTS: Case Summary & 7 Unsecured Creditors
----------------------------------------------------------
Debtor: Savannah Investments, Inc.
        3037 Elmrock Place
        Las Vegas, NV 89121

Bankruptcy Case No.: 13-12883

Chapter 11 Petition Date: April 5, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: David A. Stephens, Esq.
                  STEPHENS GOURLEY & BYWATER
                  3636 N. Rancho Dr.
                  Las Vegas, NV 89130
                  Tel: (702) 656-2355
                  Fax: (702) 656-2776
                  E-mail: dstephens@sgblawfirm.com

Scheduled Assets: $765,000

Scheduled Liabilities: $2,319,331

A copy of the Company's list of its seven largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nvb13-12883.pdf

The petition was signed by Jose Escobar, president.


SCHOOL SPECIALTY: Committee Can Retain Bankruptcy Professionals
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of School Specialty, Inc., and its debtor
affiliates obtained authority from the U.S. Bankruptcy Court for
the District of Delaware to retain Blackstone Advisory Partners
L.P. as financial advisor, Brown Rudnick LLP as bankruptcy co-
counsel, and Venable LLP as co-counsel.

                  About School Specialty

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.


SEALY CORP: Suspending Filing of Reports with SEC
-------------------------------------------------
Sealy Corporation filed a Form 15 with the U.S. Securities and
Exchange Commission to voluntarily terminate the registration of
its common stock.  As of April 1, 2013, there was only one holder
of the Company's common shares.  As a result of the Form 15
filing, the Company is suspending its duty to file reports with
the SEC under Sections 13 and 15(d) of the Securities Exchange Act
of 1934.

In a separate filing, Sealy Mattress Company filed a Form 15 to
terminate the registration of its 8% Senior Secured Third Lien
Convertible Notes due 2016 and Guarantees of 8% Senior Secured
Third Lien Convertible Notes due 2016.  As of April 2, 2013, there
were only 100 holders of the Notes.

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

Sealy Corporation incurred a net loss of $1.17 million for the 12
months ended Dec. 2, 2012, a net loss of $9.88 million for the 12
months ended Nov. 27, 2011, and a net loss of $13.73 million for
the 12 months ended Nov. 28, 2010.

The Company's balance sheet at Dec. 2, 2012, showed $1 billion in
total assets, $1.05 billion in total liabilities, $11.03 million
in redeemable noncontrolling interest, and a $57.52 million
stockholders' deficit.

As reported by the TCR on March 28, 2013, Sealy Corporation
completed its merger with Silver Lightning Merger Company, a
wholly owned subsidiary of Tempur-Pedic International Inc.,
pursuant to an Agreement and Plan of Merger, dated as of Sept. 26,
2012, by and among Tempur-Pedic, Merger Sub and the Company.  As a
result of the merger, the Company became a wholly owned subsidiary
of Tempur-Pedic.

                           *     *     *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SG BLOCKS: Marcum LLP Raises Going Concern Doubt
------------------------------------------------
SG Blocks, Inc., filed on March 28, 2013, its annual report on
Form 10-K for the year ended Dec. 31, 2012.

Marcum LLP, in New York, N.Y., expressed substantial doubt about
SG Blocks, Inc.' ability to continue as a going concern, citing
the Company's significant operating losses.

The Company reported a net loss of $1.8 million on $2.5 million of
revenue in 2012, compared with a net loss of $1.9 million on
$4.0 million of revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.4 million
in total assets, $1.9 million in total liabilities, and a
stockholders' deficit of $523,897.

A copy of the Form 10-K is available at http://is.gd/Nz9mtI

New York-based SG Blocks, Inc., provides code engineered cargo
shipping containers.


SHERWOOD PROPERTIES: Case Summary & 7 Unsecured Creditors
---------------------------------------------------------
Debtor: Sherwood Properties, LLC
        1030 Main Street
        Jasper, TN 37347

Bankruptcy Case No.: 13-11665

Chapter 11 Petition Date: April 5, 2013

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: Brent James, Esq.
                  HARRISS HARTMANN LAW FIRM PC
                  P.O. Drawer 220
                  200 McFarland Building
                  Rossville, GA 30741
                  Tel: (706) 861-0203
                  Fax: (706) 861-6838
                  E-mail: bkcourts@harrisshartman.com

Scheduled Assets: $704,000

Scheduled Liabilities: $4,420,960

A copy of the Company's list of its seven largest unsecured
creditors is available for free at
http://bankrupt.com/misc/tneb13-11665.pdf

The petition was signed by Travis Shields, chief manager.


SOLAR POWER: Delays 2012 Form 10-K Due to Accounting Issues
-----------------------------------------------------------
Solar Power, Inc., was unable to file its annual report on Form
10-K for the year ended Dec. 31, 2012, within the prescribed time
period due to accounting issues related to its Italian operations
and subsequent delays in completing the required consolidation
under U.S. GAAP.  The process of compiling and disseminating the
information required to be included in the Form 10-K for the
relevant fiscal period, as well as the completion of the required
review of its financial information, could not be completed
without incurring undue hardship and expense.

                         About Solar Power

Roseville, Calif.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

The Company's balance sheet at Sept. 30, 2012, showed
$187.8 million in total assets, $149.1 million in total
liabilities, and stockholders' equity of $38.7 million.

"Our parent company, LDK Solar Co., Ltd., who owns 70% of the
Company's outstanding Common Stock, has disclosed publicly that it
had a net loss and negative cash flows from operations for the
year ended Dec. 31, 2011, and has a working capital deficit and
was not in compliance with certain financial covenants on its
indebtedness at Dec. 31, 2011.  These factors raise substantial
doubt as to LDK's ability to continue as a going concern.  While
management of LDK believes that it has a plan to satisfy LDK's
liquidity requirements for a reasonable period of time, there is
no assurance that its plan will be successfully implemented," the
Company said in its quarterly report for the period ended
Sept. 30, 2012.


SOUTHERN CONNECTICUT BANCORP: Incurs $172K Net Loss in 2012
-----------------------------------------------------------
Southern Connecticut Bancorp, Inc., filed its annual report on
Form 10-K, reporting a net loss of $172,493 on net interest income
of $4.9 million in 2012, compared with a net loss of $2.7 million
on net interest income of $5.2 million in 2011.

According to the regulatory filing, the Company"s net losses for
the years ended Dec. 31, 2012, and 2011, were largely attributable
to provisions for loan losses of $473,000 and $3,036,000,
respectively.  The decrease in the provision for loan losses was
primarily due to a significant decrease in loan charge-offs in
2012 compared to 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$121.4 million in total assets, $109.9 million in total
liabilities, and stockholders' equity of $11.5 million.

                           Consent Order

In July 2012, The Bank of Southern Connecticut entered into a
Consent Order with the Federal Deposit Insurance Corporation and
the State of Connecticut Department of Banking which, among other
things, require it to maintain a minimum Tier 1 leverage ratio of
at least 8.0%, a Tier 1 risk-based capital ratio of at least 9%
and a total risk-based capital ratio of at least 10%.  At Dec. 31,
2012, the Bank's capital ratios exceeded such minimums set forth
in the Consent Order.  In September 2012, the Bank also submitted
a revised capital plan outlining its strategy for increasing its
capital amounts and ratios to the Federal Deposit Insurance
Corporation and the State of Connecticut Department of Banking for
their approval.  In October 2012, the Bank received regulatory
approval for its revised capital plan.  In the event the Company
and Bank's pending merger with Liberty Bank is not consummated,
the Company and the Bank will seek to implement the plan to
increase capital as soon as practicable.  Further regulatory
action is possible if the Bank does not maintain the minimum
capital ratios set forth in the Consent Order.

A copy of the Form 10-K is available at http://is.gd/MO3UDu

Southern Connecticut Bancorp, Inc., is a bank holding company
headquartered in New Haven, Connecticut that was incorporated on
Nov. 8, 2000.  The Company owns 100% of the capital stock of The
Bank of Southern Connecticut, a Connecticut-chartered bank with
its headquarters in New Haven, Connecticut, and 100% of the
capital stock of SCB Capital, Inc.  The Company and its
subsidiaries focus on meeting the financial service needs of
consumers and small to medium-sized businesses, professionals and
professional corporations, and their owners and employees in the
Greater New Haven Market.

The Bank operates branches at four locations, including downtown
New Haven, the Amity/Westville section of New Haven, Branford and
North Haven. The Bank's branches have a consistent, attractive
appearance. Each location has an open lobby, comfortable waiting
area, offices for the branch manager and a loan officer, and a
conference room. The design of the branches complements the
business development strategy of the Bank, affording an
appropriate space to deliver personalized banking services in
professional, confidential surroundings.


SPIRIT REALTY: S&P Retains 'B' CCR on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' corporate
credit rating on Spirit Realty Capital Inc. (Spirit) remains on
CreditWatch, where it was placed with positive implications on
Jan. 28, 2013.  The company plans to merge with Cole Credit
Property Trust II (CCPT II), a nontraded REIT, in a stock-for-
stock exchange.

"The merged company, which will retain the Spirit name, will
become the second-largest publicly traded triple-net-lease REIT in
the United States with a pro forma enterprise value of
approximately $7.1 billion," said Standard & Poor's credit analyst
Elizabeth Campbell.

The company expects the transaction to close in the third quarter
of 2013.

The ultimate corporate credit rating on Spirit will depend on
several factors, including:

   -- S&P's assessment of its business risk profile following the
      merger;

   -- S&P's view of the diversification and cash flow stability of
      the combined portfolio; and

   -- The financial risk profile, particularly the liquidity and
      debt coverage metrics of the company post-merger as its
      financial policy and strategic direction are clarified.

If the transaction proceeds as currently structured and Spirit's
FCC improves post-merger as S&P currently expects, it would remove
the ratings from CreditWatch and raise them shortly after closing,
which the parties expect to occur during the third quarter of
2013.  Alternatively, despite S&P's expectation for improvements
in Spirit's portfolio diversification and competitive position
post-merger, S&P would lower the rating if the company's liquidity
becomes constrained or debt coverage measures deteriorate, perhaps
due to tenant challenges.  However, S&P currently views this
scenario as unlikely.


SPRINGLEAF FINANCE: Incurs $220.7-Mil. Net Loss in 2012
-------------------------------------------------------
Springleaf Finance Corporation filed on March 19, 2013, its annual
report on Form 10-K, reporting a net loss of $220.7 million on net
interest income (before provision for finance receivable losses)
of $625.3 million in 2012, compared with a net loss of
$224.7 million on net interest income (before provision for
finance receivable losses) of $601.2 million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$14.655 billion in total assets, $13.392 billion in total
liabilities, and shareholders' equity of $1.263 billion.

A copy of the Form 10-K is available at http://is.gd/NmGbPB

Evansville, Indiana-based Springleaf Finance Corporation is a
financial services holding company with subsidiaries engaged in
the consumer finance and credit insurance businesses.  The Company
provides secured and unsecured personal loans to customers who
generally need timely access to cash and also offers associated
insurance products.  At Dec. 31, 2012, SLFC had $11.7 billion of
net finance receivables due from over 973,000 customer accounts
and $3.4 billion of credit and non-credit life insurance policies
in force covering over 630,000 customer accounts.

At Dec. 31, 2012, the Company had 852 branch offices in the United
States, Puerto Rico, and the U.S. Virgin Islands.

                          *     *     *

As reported in the TCR on March 3, 2013, Standard & Poor's Ratings
Services splaced its ratings on SLFC, including its 'CCC/C' issuer
credit ratings, on CreditWatch with positive implications.


STAMP FARMS: Court Okays Hiring of Varnum & Rejects UST Objection
-----------------------------------------------------------------
Bankruptcy Judge Scott W. Dales of the United States Bankruptcy
Court for the Western District of Michigan approved Stamp Farms,
L.L.C., and its debtor-affiliates' application to employ Varnum
LLP as their counsel and overruled the U.S. Trustee's objection.

The U.S. Trustee had challenged Varnum?s disinterestedness based
principally on the firm?s prepetition relationships with the
Debtors? current management, O?Keefe & Associates Consulting, LLC.
The U.S. Trustee argued that the circumstances surrounding
Varnum?s recruitment of O?Keefe to serve as the Debtors? manager,
pursuant to certain irrevocable proxies, taints both Varnum and
O?Keefe.

"Indeed, like the United States Trustee, the court regards the
circumstances of Varnum?s relationship with the Debtors
immediately before the commencement of these cases as unusual:
sometime in late 2012, Varnum became aware of what it regarded as
improprieties, questionable accounting, and other practices by the
Debtors? former manager, Michael Stamp, and his wife. In response,
Varnum abruptly resigned as counsel to the Debtors and Northstar
Grain, LLC. Almost immediately thereafter, the Stamps asked Varnum
to resume its representation. Varnum agreed, but attached
conditions: it required the Stamps to divorce themselves entirely
from the management of their companies and to appoint a
professional manager. Varnum recommended O?Keefe, among other
professionals, because Varnum had a long-standing relationship
with the firm, having served as its counsel in numerous matters
over the years. After considering Varnum?s recommendation, the
Stamps executed the irrevocable proxies that Varnum evidently
prepared, installing O?Keefe as manager," Judge Dales noted in his
opinion.

"The U.S. Trustee is troubled by the seemingly cozy prepetition
relationship between Varnum and O?Keefe, as well as the potential
for adversity between Varnum, on one side, and the Stamps, as
equity security holders, on the other.

Judge Dales pointed out that the definition of disinterestedness
disqualifies professionals based upon interests that are
"materially adverse? to the estate or any class of creditors or
equity security holders. Other relationships that do not give rise
to material adversity are not disqualifying.  In Stamp Farms'
case, the court noted, the fact that Varnum may represent O?Keefe
in unrelated matters presents no barrier to its appointment in the
case. "Because the matters are unrelated to the estates, there is
little or no potential for any material adverse interest to arise,
and certainly no adverse interest apparent from the present
record."

Judge Dales ruled that, "The mere possibility of a claim against
counsel, which may, if asserted, give rise to a conflict (or
material adverse interest), is not sufficient to deny the Debtors?
choice of counsel on the grounds that counsel is not a
"disinterested person.? A mere hypothetical conflict does not
warrant disqualification. See In re Stamford Color Photo, Inc. 98
B.R. 135 (Bankr. D. Conn. 1989); In re Greystone Holdings, LLC,
305 B.R. 456 (Bankr. N.D. Ohio 2003). To rule otherwise could
encourage litigation tactics based on suppositions designed to
advance goals other than those embodied in Section 327(a). The
court will not lightly interfere with the long-standing right of
litigants, even those in bankruptcy, to retain counsel of their
choice. Stamford Color Photo, 98 B.R. at 137."

The Troubled Company Reporter reported on Jan. 24, 2013, that
Varnum will render general legal services to the Debtors as needed
throughout the course of their chapter 11 cases, including, but
not limited to:

     a) filing and monitoring the Debtors' chapter 11 cases and
        advising the Debtors on legal matters as the cases
        develop;

     b) advising the Debtors of their obligations and duties in
        bankruptcy;

     c) executing the Debtors' decisions by filing with the Court
        motions, objections, and other relevant documents;

     d) appearing before the Court on all matters in the cases
        relevant to the interests of the Debtors;

     e) assisting the Debtors in the administration of the chapter
        11 cases;

     f) taking such other actions as are necessary to protect the
        rights of the Debtors' estates; and

     g) advising, consulting with and representing the Debtors on
        reorganization matters, including without limitation the
        possible formulation, negotiation, preparation, filing and
        confirmation of one or more plans of reorganization.

Varnum will charge the Debtors for legal services on an hourly
basis in accordance with Varnum's ordinary and customary hourly
rates, plus reimbursement of actual and necessary out-of-pocket
expenses.  The current hourly rates charged by Varnum for
professionals and paraprofessionals are:

             Partners                    $175 - $465
             Counsel                     $125 - $350
             Associates                  $205 - $270
             Paralegals                  $115 - $220

                        About Stamp Farms

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.


STILLWATER ASSET: Files List of 6 Largest Unsecured Creditors
-------------------------------------------------------------
Stillwater Asset Backed Offshore Fund Ltd. has filed a list of its
largest unsecured creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Fortis (Isle of Man) Nominees     Redemption payable   $5,161,660
Limited A/C 80 000 323
Fortis House, 18-20 North Quay
Douglas, Isle of Man IMI 4LE

Fortis Prime Fund Solutions       Redemption payable   $22,214,244
Custodial Services
(Ire) Ltd re KBC as GI (ERFF)
Fortis House, 18-20 North Quay
Douglas, Isle of Man IM99 INR

Fortis (Isle of Man) Nominees Ltd  Redemption payable  $3,422,923
Re ERUFML
Fortis House, 18-20 North Quay
Douglas, Isle of Man IM99 INR

Fortis (Isle of Man) Nominees      Redemption payable  $3,694,669
Limited A/C 80 000 357
Fortis House, 18-20 North Quay
Douglas, Isle of Man IMI 4LE

Fortis Global Custody Svs NV Re    Redemption payable  $6,721,108
Cannonball Fund Ltd.
Koos Brunt Fortis
Robkin 55, PO Box 243, 1000 AE
Amsterdam, The Netherlands

Fortis Global Custody Svs Re       Redemption payable  $1,474,135
Cannonball Funds II
Koos Brunt Fortis
Robkin 55, PO Box 243, 1000 AE
Amsterdam, The Netherlands

                      About Stillwater Asset

Investment funds allegedly owed roughly $35.8 million, filed an
involuntary Chapter 11 petition against Brooklyn-based
Stillwater Asset Backed Offshore Fund Ltd. (Bankr. S.D.N.Y. Case
No. 12-14140) on Oct. 3, 2012.  Bankruptcy Judge Allan L. Gropper
oversees the case.  The petitioning creditors are represented by
Douglas E. Spelfogel, Esq., Richard Bernard, Esq., Mark Wolfson,
Esq., and Katherine R. Catanese, Esq., at Foley & Lardner LLP

An affiliated entity, Gerova Financial Group, Ltd., a Bermuda-
based financial-services company, is the subject of Chapter 15
bankruptcy proceedings (Bankr. S.D.N.Y. Case No. 12-13641)
commenced on Aug. 24, 2012.

Liquidators of Gerova -- Michael Morrison and Charles Thresh, both
of KPMG Advisory Limited, and John McKenna of Finance and Risk
Service Ltd, Bermuda -- filed the Chapter 15 petition, estimating
up to $100 million in assets and as much as $500 million in
liabilities.  A Chapter 15 petition was also filed for Gerova
Holdings Ltd. (Case No. 12-13642), which is estimated to have
under $100,000 in assets and liabilities.

Hamilton-based Gerova Financial, formerly known as Asia Special
Situations Acquisition Corp., was primarily involved, from 2010
on, in the business of investing in and managing certain types of
illiquid financial assets.  Gerova planned to then use such assets
as regulatory capital for insurance companies, though this
strategy was not fully implemented.

After lengthy proceedings and over the objections of Gerova's
then-current management, on July 20, 2012, the Bermuda Court
entered an order appointing Morrison, et al., as joint provisional
liquidators of GFG.  Morrison, et al., were also appointed
provisional liquidators of GHL on Aug. 20.

Judge Gropper also oversees the Gerova Chapter 15 case.  Peter A.
Ivanick, Esq., and lawyers at Hogan Lovells US LLP represent the
Liquidators as counsel.

The Debtor is represented by lawyers at Herrick, Feinstein LLP.

On Jan. 31, 2013, the Bankruptcy Court has denied a motion filed
by Stillwater Asset Backed Offshore Fund Ltd. to dismiss the
involuntary Chapter 11 petition.  Instead, the judge entered an
order for relief under chapter 11 of the Bankruptcy Code (11
U.S.C. Sec. 101 et seq.) against the Debtor effective Jan. 17,
2013.  Jack Doueck and Richard I. Rudy are designated as
responsible persons for the Debtor.


STRIKE MINERALS: Waterton Files Notice to Enforce Security
----------------------------------------------------------
Strike Minerals Inc. on April 9 disclosed that on April 4, 2013,
Waterton Global Value (Luxembourg) S.a.r.l filed a Notice of
Intention to Enforce Security pursuant to section 244 of the
Bankruptcy and Insolvency Act (Canada).  The Company is currently
in discussions with Waterton to come to a settlement of this
matter.  The Company looks forward to working with Waterton to
come to a mutually agreeable settlement.

                           About Strike

Strike Minerals is a TSX-V listed company that is engaged in the
exploration and development of precious metal properties in
Canada.  Its primary property is the former producing Edwards Gold
Mine property in the Goudreau - Lochalsh Gold Camp near Wawa,
Ontario.


SUNSHINE HOTELS: Can Access Cash Collateral Until June 30
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has granted
Sunshine Hotels, LLC, and Sunshine Hotels II, LLC, final authority
to use cash on hand and future revenues in which S2 Hospitality
LLC alleges a perfected security interest.

The Debtors' authority to use cash collateral will terminate on
the earliest to occur of: (i) the effective date of any confirmed
plan of reorganization; (ii) appointment of Chapter 11 trustee or
examiner; (iii) conversion of this case to a case under Chapter 7
of the Bankruptcy Code; (iv) dismissal of the Debtors' case;
(v) June 30, 2013, and (vi) the Debtors' breach of any of the
provisions of the Court's order.

S2 Hospitality is granted a replacement lien upon all postpetition
assets of the Debtors' estates (except any avoidance actions
arising under Sections 544, 545, 546, 547, 548, 549, 550 of the
Bankruptcy Code or any similar provisions of the Bankruptcy Code
and subject to the carve out for U.S. Trustee and professional
fees).  In addition, subject to the carve out, the lender is
granted a super-priority administrative expense claim under
Section 507(b) of the Bankruptcy Code in an amount equal to any
diminution in value of the Property.

The Debtors will make monthly payments to the lender in the amount
of $47,329.

                       About Sunshine Hotels

Sunshine Hotels, LLC and Sunshine Hotels II, LLC sought Chapter 11
protection (Bankr. D. Ariz. Case Nos. 13-01560 and 13-01561) on
Feb. 4, 2013, in Yuma Arizona.  The Debtors' cases are jointly
administered under Case No. 13-01560.

Sunshine Hotels owns SpringHill Suites by Marriott hotel, a three-
story building with 63 suites with indoor pool, spa, meeting room
and fitness room on a 2.26-acre property in Hisperia, California.
The property is valued at $9.20 million and secures a $5.72
million debt.

Sunshine Hotels II owns the Courtyard by Marriott hotel, which has
a four-story building with 131 rooms and 4 suites with restaurant
and bar, indoor pool, conference center on a 2.74-acre property in
Hisperia, California.  The property is valued at $20.4 million and
secures a $13 million debt.

The Debtors' counsel are:

     John R. Clemency, Esq.
     Craig S. Ganz, Esq.
     Tyler J. Carrell, Esq.
     GALLAGHER & KENNEDY, P.A.
     2575 East Camelback Road
     Phoenix, AZ 85016-9225
     Tel: (602) 530-8000
     Fax: (602) 530-8500
     E-mail: john.clemency@gknet.com
             craig.ganz@gknet.com
             tyler.carrell@gknet.com


SUNWIN STEVIA: Incurs $827,000 Net Loss in Fiscal Q3
----------------------------------------------------
Sunwin Stevia International, Inc., filed on March 25, 2013, its
quarterly report on Form 10-Q, reporting a net loss of $826,841 on
$2.0 million of revenues for the three months ended Jan. 31, 2013,
compared with a net loss of $1.3 million on $2.9 million of
revenues for the three months ended Jan. 31, 2012.

The Company reported a net loss of $3.1 million on $7.7 million of
revenues for the nine months ended Jan. 31, 2013, compared with a
net loss of $3.0 million on $9.4 million of revenues for the nine
months ended Jan. 31, 2012.

The Company's balance sheet at Jan. 31, 2013, showed $31.2 million
in total assets, $4.2 million in total current liabilities, and
stockholders' equity of $27.0 million.

"As reflected in the accompanying consolidated financial
statements, the Company had a net loss and net cash used in
operations of $3,064,956 and $2,471,580, respectively, for the
nine months ended Jan. 31, 2013, and has cash and cash equivalents
and an accumulated deficit of $68,294 and $11,883,934 at Jan. 31,
2013, respectively.  These matters raise substantial doubt about
the company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/NcksdL

Shandong, China-based Sunwin Stevia International, Inc., a Nevada
corporation, sells stevioside, a natural sweetener, as well as
herbs used in traditional Chinese medicines.  Substantially all of
the Company's operations are located in the People's Republic of
China.


SUPER STOP: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Super Stop 407, Inc.
        6221 West Atlantic Blvd.
        Margate, FL 33063

Bankruptcy Case No.: 13-17836

Chapter 11 Petition Date: April 7, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: David C. Rubin, Esq.
                  THE LAW OFFICES OF DAVID C RUBIN, P.A.
                  6800 SW 40th St., #352
                  Miami, FL 33155
                  Tel: (305) 804-1898
                  E-mail: david3051@aol.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 Aijaz Qureshi, owner.


SURGERY PARTNERS: Moody's Lowers Rating on New 1st Lien Loan to B2
------------------------------------------------------------------
Moody's Investors Service lowered Surgery Partners Holdings,
Inc.'s proposed senior secured first lien credit facilities rating
to B2 from B1 after the company upsized the issuing amount to $345
million from $335 million. Concurrently, Moody's affirmed all
existing ratings of the company including the B3 Corporate Family
Rating, the B3-PD Probability of Default Rating and the existing
Caa2 rating on the now proposed $120 million senior secured second
lien term loan.

The downgrade reflects the greater amount of senior debt within
the capital structure. The second lien bank debt now comprises
$120 million compared to the previously proposed $130 million,
which leads to a one notch downgrade of the first lien bank debt
in accordance with Moody's Loss Given Default (LGD) Methodology.

The proceeds from the new credit facilities will be used to
refinance existing debt, pay up to a $135 million special dividend
to shareholders and cover transaction fees and expenses associated
with the refinancing.

The rating action is as follows:

Ratings lowered and LGD estimates revised:

  $30 million senior secured revolving credit facility expiring
  2018 to B2 (LGD 3, 35%) from B1 (LGD 3, 33%)

  $315 million senior secured first lien term loan due 2019 to B2
  (LGD 3, 35%) from B1 (LGD 3, 33%)

  $120 million senior secured second lien term loan due 2020 to
  Caa2 (LGD 5, 86%) from Caa2 (LGD 5, 84%)

Ratings Affirmed:

  Corporate Family Rating, B3

  Probability of Default Rating, B3-PD

  Ratings to be withdrawn at closing:

  $20 million senior secured revolver, B2 (LGD 3, 37%)

  $237.5 million senior secured loan, B2 (LGD 3, 37%)

Rating Rationale:

The B3 Corporate Family Rating reflects Surgery Partners' high
leverage, its relatively small scale with revenues under $275
million and an aggressive financial policy, which is characterized
by the disbursement of about $135 million in debt-financed
dividends. It should be noted that there will be marginal equity
left in the business, following the completion of the dividend.
Furthermore, the ratings are constrained by an economic
environment that has limited growth, particularly the high
unemployment rate and increasing healthcare expense burden on
patients, which has led to fewer procedures than expected. In
addition, the potential for rate compression from government
sponsored programs (mostly Medicare) and commercial payors over
the longer-term is a concern.

However, the ratings also incorporate the positive long-term
growth prospects of the sector, as many patients and payors prefer
the outpatient environment (primarily due to lower cost and better
outcomes) for certain specialty procedures.

The stable rating outlook reflects Moody's expectation that
Surgery Partners' will continue to benefit from a turnaround in
surgical volumes experienced in the second half of 2012, while
maintaining positive free cash flow. The outlook also incorporates
Moody's expectation that the company will maintain an adequate
liquidity profile.

Moody's could downgrade the rating should the company take on
additional debt to fund either acquisitions or further dividends
to shareholders. Furthermore, a negative rating action would be
likely if the economic or reimbursement environment resulted in
lower revenues and EBITDA, such that leverage and free cash flow
materially deteriorated. Specifically, the rating would likely be
lowered if leverage were sustained above 7 times or free cash flow
turned negative. A negative rating action could also be prompted
by any deterioration in liquidity.

An upgrade is unlikely over the near-term given the challenges
Surgery Partners' faces in regard to growth and de-leveraging.
However, Moody's would consider a higher rating should leverage
decline to about 5 times debt-to-EBITDA, alongside good free cash
flow and liquidity.

The principal methodology used in rating Surgery Partners' was the
Global Healthcare Service Providers 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.

Surgery Partners, headquartered in Tampa, FL, owns and operates 48
ambulatory surgical centers ("ASCs") in partnership with its
physician partners, across 18 states. The Company has diversified
core competencies in pain management, orthopedics,
gastrointestinal, ophthalmology, ear, nose and throat, general
surgery and urology. Surgery Partners also provides ancillary
services including anesthesia and physician practice services.
Surgery Partners is owned 100% by H.I.G. Capital and management.
On a reported basis, Surgery Partners generated LTM revenue for
the period ending Dec. 31, 2012, of about $258 million.


SURGICAL ASSOCIATES: Judgment Creditor's Bid to Dismiss Denied
--------------------------------------------------------------
Bankruptcy Judge Dana L. Rasure denied the Motion to Dismiss Case,
or in the Alternative, Motion to Dismiss/Abstain with Supporting
Brief filed by creditors Judy C. and Doyle Williams in the Chapter
11 case of Surgical Associates, Inc.

The Williamses obtained an $8.4 million judgment against the
Debtor after a jury trial of a medical negligence claim.  The
judgment has been appealed by the Debtor.  The Williamses asserts
that the Debtor's Chapter 11 case should be dismissed for cause
under 11 U.S.C. Sec. 1112(b) because the Debtor filed the case to
stay the Williamses' post-judgment collection efforts pending
appeal without posting a supersedeas bond.  The Williamses argue
that the Debtor commenced this bankruptcy case as a litigation
tactic to elude the bond requirement rather than as an honest
attempt to reorganize its financial affairs.

The Debtor asserts that it was unable to obtain a supersedeas bond
despite good faith efforts to do so; that garnishments served by
the Williamses on financial institutions and insurance companies
effectively froze the Debtor's cash and receivables, making it
impossible to continue operating its business; and that filing for
relief under Chapter 11 was "the only means available to preserve
the Debtor's business and to allow the Debtor to continue to serve
its patients."

According to Judge Rasure, the Debtor's bankruptcy filing is not
an attempt to attack the validity of the Williamses' Judgment, nor
to move the venue of its dispute with the Williamses to the
Bankruptcy Court.  The matter was fully litigated in state court,
and the appeal will be decided by an Oklahoma appellate court.
The Debtor is simply trying to survive as a going concern while an
appeal of the Judgment is pending.

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

Surgical Associates, Inc., an entity owned by 11 general surgeons,
was organized in 1965 and operates the largest general surgery
practice in the State of Oklahoma, employing 12 surgeons and 25
full-time and 2 part-time support staff.  The Debtor's surgeons
see more than 35,000 patients annually and perform more than
10,000 surgeries per year at a number of Tulsa-area hospitals.
Most of the surgeries are performed at Saint Francis Hospital in
Tulsa, and Saint Francis Hospital also contracts with the Debtor's
surgeons to provide trauma surgery services.

Surgical Associates filed for Chapter 11 bankruptcy (Bankr. N.D.
Oka. Case No. 13-10081) on Jan. 17, 2013.  Judge Dana L. Rasure
oversees the case.  Steven W. Soule, Esq., at Hall, Estill,
Hardwick, Gable, et al., serves as the Debtor's counsel.  In its
petition, the Debtor estimated $500,001 to $1 million in both
assets, and $1 million to $10 million in debts.  A list of the
Company's 20 largest unsecured creditors filed with the petition
is available for free at http://bankrupt.com/misc/oknb13-10081.pdf
The petition was signed by Mark R. Reese, M.D., president.


SWISS CHALET: Wins $2.4-Mil. Judgment Against McCloskey et al.
--------------------------------------------------------------
In the adversary complaint SWISS CHALET, INC., Plaintiff/Debtor,
v. JOSEPH P. McCLOSKEY DIAZ, LOURDES VAZQUEZ HUYKE AND THEIR
CONJUGAL PARTNERSHIP, Defendants, Adv. Proc. No. 11-00247 (ESL)
(Bankr. D.P.R.), Judge Enrique S. Lamoutte granted the Plaintiff's
Motion for Summary Judgment in the principal amount of $2,442,967
plus interests at 12% per annum from September 30, 2011.

The complained was filed in November 2011, whereby Swiss Chalet
sought from the Defendants the recovery of amounts and property
owed to SCI's bankruptcy estate.  The property refers to Apartment
1704 S at the Gallery Plaza Condominium.

The McCloskeys opposed the Complaint alleging that: (a) pursuant
to the approved Plan of Reorganization, all claims against SCI's
guarantors, like themselves, were fully discharged; (b) SCI is
precluded from asserting its collection of monies claim against
the Defendants; (c) SCI lacks standing to pursue the causes of
action in the Complaint because that power was vested on CPG/GS PR
NPL, LLC pursuant to the Reorg Plan; and (d) SCI is judicially
estopped from asserting its collection of monies claims because it
affirmatively represented in its Disclosure Statement that the
amounts allegedly owed by the Defendants were uncollectible.

In an April 2, 2013 opinon, Judge Lamoutte held that the Plan of
Reorganization read as a whole does not discharge the Defendants
from their debts with SCI.  Moreover, in light of a Plan provision
on Post-confirmation Debtors' right to commence an action, the
judge finds that SCI has standing to prosecute its current claim.

The Court declined to accept the Defendants' misrepresentation of
Section 7.2(B)(c) of the Disclosure Statement and ruled that SCI
is not judicially estopped from asserting its adversary complaint.
Lastly, the Court said there is sufficient notice of default and
that, therefore, the Defendants' debt with SCI are due and
payable.

A copy of the Bankruptcy Court's April 2, 2013 Opinion and Order
is available at http://is.gd/YyjJoZfrom Leagle.com.

                      About The Swiss Chalet

The Swiss Chalet Inc., developed the Gallery Plaza Condominium and
Atlantis Condominium in San Juan, Puerto Rico.  SCI also owns the
DoubleTree Hotel in Condado, San Juan, Puerto Rico, adjacent to
the Gallery Plaza.  SCI filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 11-04414) on May 27, 2011.  Charles A. Cuprill,
P.S.C. Law Offices, in San Juan, P.R., serves as its bankruptcy
counsel.  CPA Luis R. Carrasquillo & Co., P.S.C., serves as its
financial consultants.  In its schedules, the Debtor disclosed
total assets of $115,580,977 and total debts of $138,603,384.  The
petition was signed by Arnold Benus, director.

The Debtor's Joint Amended Plan of Reorganization was confirmed on
Feb. 2, 2012.


TCAS PROPERTIES: Case Summary & 6 Unsecured Creditors
-----------------------------------------------------
Debtor: TCAS Properties, Inc.
        1030 Main Street
        Jasper, TN 37347

Bankruptcy Case No.: 13-11666

Chapter 11 Petition Date: April 5, 2013

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: Brent James, Esq.
                  HARRISS HARTMANN LAW FIRM PC
                  P.O. Drawer 220
                  200 McFarland Building
                  Rossville, GA 30741
                  Tel: (706) 861-0203
                  Fax: (706) 861-6838
                  E-mail: bkcourts@harrisshartman.com

Scheduled Assets: $700,000

Scheduled Liabilities: $5,350,000

A copy of the Company's list of its six largest unsecured
creditors is available for free at
http://bankrupt.com/misc/tneb13-11666.pdf

The petition was signed by Travis Shields, president.


TRANSWITCH CORP: Marcum LLP Raises Going Concern Doubt
------------------------------------------------------
TranSwitch Corporation filed on March 25, 2013, its annual report
on Form 10-K for the year ended Dec. 31, 2012.

Marcum LLP, in Hartford, Connecticut, expressed substantial doubt
about TranSwitch's ability to continue as a going concern, citing
the Company's recurring losses from operations, negative cash
flows from operations and negative working capital at Dec. 31,
2012.

The Company reported a net loss of $18.2 million on $17.9 million
of net revenues in 2012, compared with a net loss of $22.9 million
on $28.3 million of net revenues in 2011.

For 2012 and 2011, the Company recorded goodwill and other
intangible impairment charges of $648,000 and $14.3 million,
respectively.  Of the 2011 impairment charges, $5.4 million
related to intangible assets and $8.9 million related to a
business acquisition in 2008.

The Company's balance sheet at Dec. 31, 2012, showed $17.6 million
in total assets, $16.4 million in total liabilities, and
stockholders' equity of $1.2 million.

A copy of the Form 10-K is available at http://is.gd/rQfyDt

Shelton, Connecticut-based TranSwith Corporation (NASDAQ: TXCC)
provides innovative integrated circuit (IC) and intellectual
property (IP) solutions that deliver core functionality for video,
voice, and data communications equipment for the customer premises
and network infrastructure markets.  For the customer premises
market, the Company offers multi-standard, high-speed interconnect
solutions enabling the distribution and presentation of high-
definition (HD) video and data content for consumer electronics
applications.


TRANZYME INC: Ernst & Young Raises Going Concern Doubt
------------------------------------------------------
Tranzyme, Inc., filed on March 28, 2013, its annual report on Form
10-K for the year ended Dec. 31, 2012.

Ernst & Young LLP, in Raleigh, North Carolina, expressed
substantial doubt about Tranzyme's ability to continue as a going
concern, citing the Company's recurring losses from operations and
net capital deficiency.

The Company reported a net loss of $22.8 million on $8.4 million
of revenues in 2012, compared with a net loss of $22.2 million on
$10.2 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $17.5 million
in total assets, $3.2 million in total liabilities, and
stockholders' equity of $14.3 million.

A copy of the Form 10-K is available at http://is.gd/g7TkmU

Durham, N.C.-based Tranzyme, Inc. (NASDAQ: TZYM), is a
biopharmaceutical company focused on discovering, developing and
commercializing novel, mechanism-based therapeutics.  All of the
Company's drug discovery activities are based on its proprietary
small molecule macrocyclic template chemistry (MATCH(TM))
technology, which has also been successfully used to generate drug
candidates in partnership with other pharmaceutical companies.
MATCH enables the rapid construct of synthetic libraries of drug-
like, macrocyclic compounds in a predictable and efficient manner.
By leveraging MATCH, Tranzyme is committed to pursuing first-in-
class medicines to address areas of significant unmet medical need
and continues to pursue funded drug discovery partnerships.


VALENCE TECHONOLOGY: Files 3rd Amended Assets, Debts Schedules
--------------------------------------------------------------
Valence Techonology, Inc. filed with the U.S. Bankruptcy Court for
the Western District of Texas its third amended schedules of
assets and liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property                   $0.00
B. Personal Property      $25,048,881.00
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                $69,101,830.00
E. Creditors Holding
   Unsecured Priority
   Claims                                            $11,613.10
F. Creditors Holding
   Unsecured Non-priority
   Claims                                        $10,001,493.85
                         --------------          --------------
TOTAL                    $25,048,881.00          $79,114,936.95

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4% of the shares.  ClearBridge Advisors, LLC owns 5.5%.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.


VERIS GOLD: Incurs $20-Million Net Loss in 2012
-----------------------------------------------
Veris Gold Corp. submitted to the U.S. Securities and Exchange
Commission on March 26, 2013, its consolidated financial
statements for the year ended Dec. 31, 2012.

Deloitte LLP, in Vancouver, Canada, noted that the Company has
incurred net losses over the past several years and has a working
capital deficit in the amount of US$34.3 million and has an
accumulated deficit of US$379 million as at Dec. 31, 2012.  "These
conditions, along with other matters as set forth in Note 1,
indicate the existence of material uncertainties that may cast
substantial doubt about the Company's ability to continue as a
going concern."

The Company reported a net loss of US$20.0 million on
US$160.6 million of revenue in 2012, compared with net income of
US$26.4 million on US$105.1 million of revenue in 2011.

The Company has share purchase warrants issued that are
denominated in Canadian dollars.  As the Canadian dollar is not
the functional currency of the Company, the issued and outstanding
warrants are treated as financial instruments (derivative
liabilities), and are thus revalued at each reporting period with
the change in fair value recorded in net income.

For the year ended Dec. 31, 2012 a revaluation gain of
US$17.3 million was recognized compared to a gain of
US$97.2 million in 2011.

The decrease in the gain on warrants was offset by an
$11.6 million decrease in derivative losses year over year.

The Company's balance sheet at Dec. 31, 2012, showed
US$348.5 million in total assets, US$249.8 million in total
liabilities, and shareholders' equity of US$98.7 million.

A copy of the consolidated financial statements for the year ended
Dec. 31, 2012, is available at http://is.gd/1tLneq

Veris Gold Corporation (TSX: VG) (OTC QB: YNGFF) (Frankfurt Xetra
Exchange: NG6A), headquartered in Vancouver, Canada, is a mid-tier
North American gold producer in the business of developing and
operating gold mines in geo-politically stable jurisdictions.  The
Company's primary asset is the permitted and operating Jerritt
Canyon gold mine located 50 miles north of Elko, Nevada.  The
Company also holds a diverse portfolio of precious metals
properties in British Columbia and the Yukon Territory, Canada,
including the former producing Ketza River mine.  The Company's
focus has been on the re-development of the Jerritt Canyon mining
and milling facility.


VITRO SAB: Carries Out Settlement With U.S. Bondholders
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the fight between Mexican glass maker Vitro SAB and
U.S. bondholders is officially over.  The settlement, approved by
the U.S. Bankruptcy Court in Dallas on March 14, was carried out
on April 8, according to a court filing by Vitro.   In addition to
approval from the U.S. court, the settlement also required
approval in Mexico, Vitro has said.

The settlement called for the bondholders to be paid 85.25% of the
face amount of their bonds in cash plus $57.5 million to cover
legal fees.  Vitro had $1.2 billion of bonds in default.  The
settlement was made with holders of about 60% of the bonds.

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  Vitro's appeal is
pending.

In November 2012, the U.S. Court of Appeals Judge Carolyn King
ruled that Vitro SAB won't be permitted to enforce its bankruptcy
reorganization plan in the U.S.  She said that Vitro "has not
shown that there exist truly unusual circumstances necessitating
the release" preventing bondholders from suing subsidiaries.

In early March 2013, Vitro announce a settlement that will end all
litigation between Vitro and certain creditors in Mexico and the
United States over the past two years.


WAFERGEN BIO-SYSTEMS: SingerLewak LLP Raises Going Concern Doubt
----------------------------------------------------------------
WaferGen Bio-systems, Inc., filed on March 22, 2013, its annual
report on Form 10-K for the year ended Dec. 31, 2012.

SingerLewak LLP, in San Jose, California, expressed substantial
doubt about WaferGen Bio-systems' ability to continue as a going
concern, citing the Company's operating losses and negative cash
flows since inception.

The Company reported a net loss of $8.2 million on $586,000 of
revenue in 2012, net loss of $13.1 million on $523,000 of revenue
in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $8.9 million
in total assets, $7.4 million in total liabilities, and
shareholders' equity of $1.5 million.

A copy of the Form 10-K is available at http://is.gd/ypHwkv

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.


WASHINGTON NORTHWEST: Case Summary & 2 Unsecured Creditors
----------------------------------------------------------
Debtor: Washington Northwest LLC
        501 Church Street NE
        Suite 117
        Vienna, VA 22180

Bankruptcy Case No.: 13-00212

Chapter 11 Petition Date: April 9, 2013

Court: United States Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Jeffrey M. Sherman, Esq.
                  LERCH, EARLY & BREWER
                  3 Bethesda Metro Center
                  Suite 460
                  Bethesda, MD 20814
                  Tel: (301) 841-3843
                  E-mail: jmsherman@lerchearly.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 two largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/dcb13-00212.pdf

The petition was signed by Richard Deeds, Jr., manager.


WATERSTONE AT PANAMA: Apartment Owner Files Chapter 11 in Omaha
---------------------------------------------------------------
Waterstone at Panama City Apartments, LLC, doing business as
Waterstone at Jenks, sought Chapter 11 protection (Bankr. D. Neb.
Case No. 13-80751) in Omaha, Nebraska on April 9.  The Debtor
estimated assets and liabilities in excess of $10 million.  The
Tapestry Group, from Omaha, holds 100% ownership in the Debtor.

The Debtor on the Petition Date filed an application to employ
William L. Biggs and Frederick D. Stehlik and the firm of Gross &
Welch as counsel.  The Debtor will employ the firm on a basis of a
general retainer.  The firm has received a $20,000 bankruptcy
retainer from the Debtor.

William F. Biggs says the firm represents no adverse interest and
its associates are "disinterested persons" as defined in 11 U.S.C.
Sec. 101(14).


WATERSTONE AT PANAMA: Sec. 341(a) Creditors' Meeting on May 9
-------------------------------------------------------------
There's a meeting of creditors in the Chapter 11 case of
Waterstone at Panama City Apartments, LLC, on May 9, 2013.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

The deadline for filing claims is on Aug. 7, 2013.

                  About Waterstone at Panama

Waterstone at Panama City Apartments, LLC, doing business as
Waterstone at Jenks, sought Chapter 11 protection (Bankr. D. Neb.
Case No. 13-80751) in Omaha, Nebraska on April 9.  The Debtor
estimated assets and liabilities in excess of $10 million.  The
Tapestry Group, from Omaha, holds 100% ownership in the Debtor.

The Debtor has tapped William L. Biggs and Frederick D. Stehlik
and the firm of Gross & Welch as counsel.


WENTWOOD BAYTOWN: Marina Club Apartments Files Ch.11 in Houston
---------------------------------------------------------------
Wentwood Baytown, L.P., filed a Chapter 11 petition in Houston,
Texas (Bankr. S.D. Tex. Case No. 13-32151) on April 9.

The Debtor, which also uses the names Marina Club Apartments,
Briarwood Apartments, and The Dickinson Arms, owns properties in
Bayton and Dickinson, Texas.  It estimated total assets and
liabilities of $10 million to $50 million.

The Debtor filed an application to employ the Law Offices of
Matthew Hoffman, p.c., as counsel.  The current hourly rate which
will be charged for the services of Matthew Hoffman, as attorney-
in-charge, is $300 per hour.  An associate, James Lee, will charge
$150 per hour.

The Debtor has paid the firm $1,213 for the Chapter 11 filing fee
and $25,997 as retainer for future Chapter 11 services.


WESTBURY BANCORP: MHC Reports $841,000 Net Income in 2013 Q1
------------------------------------------------------------
Westbury Bancorp, Inc., filed on March 27, 2013, its quarterly
report on Form 10-Q.

Westbury Bancorp, a Maryland corporation, was formed on Aug. 10,
2012, to serve as the stock holding company for Westbury Bank as
part of the mutual-to-stock conversion of WBSB Bancorp, MHC
("MHC"), the federally chartered mutual holding company of
Westbury Bank.  As of Dec. 31, 2012, the conversion had not been
completed, and, as of that date, Westbury Bancorp had no assets or
liabilities, and had not conducted any business other than that of
an  organizational nature.  Accordingly, financial and other
information of MHC on a consolidated basis is included in this
quarterly report on Form 10-Q.

MHC reported net income of $841,000 on net interest income of
$4.4 million for the three months ended Dec. 31, 2012, compared
with a net loss of $4.3 million net interest income of
$4.6 million for the three months ended Dec. 31, 2011.

The increase in net income was primarily due to a decrease in
provision for loan losses of $2.8 million and a decrease in
noninterest expense of $2.3 million.

MHC's balance sheet at Dec. 31, 2012, showed $523.8 million in
total assets, $476.5 million in total liabilities, and total
equity of $47.3 million.

On Nov. 5, 2012, Westbury Bank was notified by its primary
regulator that it would be subject to higher minimum capital
ratios as of Dec. 31, 2012.  At Dec. 31, 2012, the Bank was not in
compliance with those ratios.

As of Dec. 31, 2012, and Sept. 30, 2012, the Bank was restricted
from paying dividends to the Company without the prior consent of
their primary regulator.  Regardless of formal regulatory
restrictions, the Bank would not be allowed to pay dividends in
amounts that would result in its capital levels being reduced
below the minimum requirements to be adequately capitalized under
the regulatory framework for prompt corrective action.

A copy of the Form 10-Q is available at http://is.gd/tbO3h4

West Bend, Wisconsin-based Westbury Bancorp, Inc., a Maryland
corporation, was formed on Aug. 10, 2012. to serve as the stock
holding company for Westbury Bank as part of the mutual-to-stock
conversion of WBSB Bancorp, MHC, the federally chartered mutual
holding company of Westbury Bank.  As of Dec. 31, 2012, the
conversion had not been completed.

Westbury Bancorp has not engaged in any business to date.  Upon
completion of the conversion, the Company will own all of the
issued and outstanding stock of Westbury Bank.


WETDOG LLC: Case Summary & 3 Unsecured Creditors
------------------------------------------------
Debtor: Wetdog, LLC
        dba Foley House Inn
        14 West Hull Street
        Savannah, GA 31401

Bankruptcy Case No.: 13-40601

Chapter 11 Petition Date: April 5, 2013

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's 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: $3,053,445

Scheduled Liabilities: $3,389,681

A copy of the list of three largest unsecured creditors is
available for free at http://bankrupt.com/misc/gasb13-40601.pdf

The petition was signed by Grant Rogers, managing member.


WHOLE NOTE: Case Summary & Unsecured Creditor
---------------------------------------------
Debtor: Whole Note LLC
        1616 J St.
        Sacramento, CA 95815

Bankruptcy Case No.: 13-24742

Chapter 11 Petition Date: April 5, 2013

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: George Faghi, Esq.
                  LAW OFFICE OF GEORGE FAGHI
                  2366 Gold Meadow Way 2nd Flr
                  Gold River, CA 95670
                  Tel: (916) 631-7722

Scheduled Assets: $1,000,001

Scheduled Liabilities: $2,210,916

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Standard Insurance Co.    Mortgage Loan           $2,210,916
19225 NW Tanasbourne
Drive, 3rd Flr
Hillsboro, OR 97124

The petition was signed by George Faghi, manager.


WOOTON GROUP: Chapter 11 Status Conference Reset to May 1
---------------------------------------------------------
The Chapter 11 status conference and hearings on Wooton Group,
LLC's disclosure statement, motion for authority to use cash
collateral, motion for an order disallowing portions of Claim No.
4 of Investors Warranty of America, and motion for an order
disallowing portions of Claim No. 3 of Citizens Business Bank, set
for April 10, 2013, at 10:00 a.m., are continued to May 1, 2013,
at 10:00 a.m.

The response deadline for those claim objections are continued to
April 17, 2013.  The Debtor's reply is due by April 24, 2013.

The Debtor is authorized to continue use of cash collateral in
accordance with the terms and conditions of the Nov. 21, 2012 cash
collateral order.  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.

Investors is the first priority lienholder on the Debtor's Angus
and Navone rental properties.  Citizens is the second priority
lienholder on the Navone rental property.

Beverly Hills, Calif.-based Wooton Group, LLC, filed a bare-
bones Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-31323)
in Los Angeles on June 19, 2012.  Judge Thomas B. Donovan oversees
the case.  M. Jonathan Hayes, Esq., Matthew D. Resnik, Esq., and
Roksana D. Moradi, Esq., at Simon Resnik Hayes LLP, in Sherman
Oaks, Calif., represent the Debtor as counsel.  The petition was
signed by Mark Slotkin, managing member.  In its schedules, the
Debtor disclosed assets of $10,500,961 and debts of $7,227,376 as
of the petition date.

Y CARBON: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Y Carbon, Inc.
        2495 Boulevard of the Generals
        Building B
        Norristown, PA 19403

Bankruptcy Case No.: 13-13075

Chapter 11 Petition Date: April 7, 2013

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Maggie S Soboleski, Esq.
                  CENTER CITY LAW OFFICES LLC
                  2705 Bainbridge Street
                  Philadelphia, PA 19146
                  Tel: (215) 620-2132
                  E-mail: msoboles@yahoo.com

Estimated Assets: $50,001 to $100,000

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.


* Moody's Sees Low Impact of Sequestration on Housing Bonds
-----------------------------------------------------------
The ongoing federal budget sequestration will have a low to medium
impact on public finance housing bond issuers, says Moody's
Investors Service in a new report. Any reductions in federal
employment, as well as any sequester-related economic downturn,
will have the largest negative impact on housing programs whose
performance is sensitive to household financial stress, such as
single-family and multifamily mortgage programs.

"HFA delinquency and foreclosures rates are likely to remain
elevated, mostly because borrowers are low-to-moderate income
households susceptible to economic distress due to unemployment or
under-employment," says William Fitzpatrick, the Moody's Vice
President and Senior Credit Officer who wrote the report "The
Sequester Series: Low to Moderate Impact on Public Finance
Housing."

Cuts in defense spending will also be negative for military
housing because it will reduce demand for military homes. The
impact on particular bond issuers will depend on how the cuts
affect activities at particular bases.

Spending cuts will also impact single-family and multifamily
programs through staffing cuts at federal mortgage insurers, says
Moody's, although funds for insurance payments will not be
reduced.

"Furloughs, reductions in employment levels at federal agencies or
federal contractors, or a broader impact on GDP will negatively
impact those programs by increasing stress on households," says
Fitzpatrick.

Moody's notes most rated housing programs do not depend directly
on federal housing funds subject to sequestration. The major
exceptions are public housing authority (PHA) capital fund bonds,
and, to a lesser extent, multifamily bond programs financing
developments with Section 8 subsidies.

Recent HUD guidelines for handling Section 8 project-based rental
assistance payments have been designed with the intent to avoid
disruptions in payments until after September 2014. Cuts to other
HUD grant programs, such as housing choice vouchers and HOME
funds, will not impact rated bond programs directly, but over time
could reduce resources available to HFAs for enhancing existing
programs.


* Resource Rich Canadian Provinces Prepared for Price Volatility
----------------------------------------------------------------
Canadian provinces that generate a significant share of their
revenues from natural resources have taken the prudent measures
necessary for them to maintain their high level of credit quality
despite the prospect of lower prices for these commodities, says
Moody's Investors Service in a new report.

"Despite the large reliance on revenue streams from natural
resources, which are volatile and a potential credit weakness, the
Canadian provinces of Alberta, Saskatchewan and Newfoundland and
Labrador remain highly rated because of their use of various
mitigating measures, " says Jennifer Wong, Moody's Assistant Vice
President - Analyst and one of the authors of the report
"Resource-Rich Canadian Provinces: Strong Balance Sheets and
Management Practices Mitigate Volatile Resource Revenues."

These measures include maintaining robust balance sheets and
relatively low debt levels, supported by prudent budgeting.

Robust balance sheets and relatively low debt levels mitigate the
credit risk inherent in the volatility of revenue from natural
resources. Both Alberta and Saskatchewan have established
reserves, which they use when revenues do not attain the levels
necessary to balance their budgets, thus moderating any need to
borrow cash. Alberta further strengthens its balance sheet through
holdings of significant financial assets in its endowments and
savings funds.

Provinces have also been protecting themselves from volatile
revenues through taking prudent approaches in their budgeting, as
well as maintaining good communications with producers. Moody's
says all of the three provinces that depend highly on natural
resource revenues maintain good relations with their natural
resource producers, giving them a clear view of production
timetables to help them forecast volumes more accurately when they
estimate revenues. Conservative budgeting techniques include the
use of contingencies and reserves, as well as forecasts for GDP
growth and natural resource prices that are often slightly below
those by the private sector.

Three Canadian provinces, Alberta (Aaa stable), Saskatchewan (Aa1
positive), and Newfoundland and Labrador (Aa2 stable) derive more
than 20% of their total revenue from resource-based sources.
Strong development of this sector and high prices for commodities
pushed these shares higher in recent years, supporting budgets and
spending programs.

The volatility in prices and volumes of natural resources,
however, increases the challenges of budget planning and can also
result in significant swings in fiscal outcomes. Furthermore,
during the past year, these provinces have indicated that resource
revenues are coming in lower than expected and prices for major
commodities are not expected to rise significantly over the near
term, with consequential impacts on their budgets.


* Lenders More Bullish on Housing Recovery, FICO Survey Says
------------------------------------------------------------
In its quarterly survey of U.S. bank risk professionals, FICO, a
predictive analytics and decision management software company,
found lenders more bullish on the housing recovery than at any
point in three years, with 71 percent of respondents saying home
prices are "rising at a sustainable pace" in the context of
mortgage lending risk.  In addition, 39 percent of respondents are
expecting mortgage delinquencies to decrease over the next six
months, while another 45 percent expect delinquencies to remain
flat and only 16 percent expect an increase.  Those are the most
optimistic figures recorded in the 12 quarters since the survey
was launched.

The survey, conducted for FICO by the Professional Risk Managers'
International Association (PRMIA), also found that a majority of
bankers (59 percent) expect the supply of credit for residential
mortgages to meet demand over the next six months, and a slightly
larger majority (60 percent) expect the supply of credit for
mortgage refinancing to meet demand.

"The latest survey results, combined with data that indicates the
real estate market is improving in many regions, paint a positive
picture for a sector of the economy that has been slow to join the
recovery," said Dr. Andrew Jennings, chief analytics officer at
FICO and head of FICO Labs.  "Mortgage lenders have been
understandably guarded over the past five years.  The improvement
in their sentiment should be welcome news, and I wouldn't be
surprised to see lenders cautiously expanding their mortgage and
home equity lending businesses."

             Optimism Extends Beyond Mortgage Lending

Large majorities of survey respondents believe that consumer
credit health is improving across several types of loans.  The
percentage of respondents expecting delinquencies to remain steady
or decrease during the upcoming six months for various loans was
as follows:

        (eqnx:)Car loans         79 percent
        (eqnx:)Credit cards      75 percent
        (eqnx:)Home equity lines 81 percent
        (eqnx:)Student loans     39 percent

As the numbers indicate, student loans were the sole area of
pessimism expressed by respondents.  This is the sixth consecutive
quarter in which there was significant concern about delinquencies
on student loans.

Meanwhile, a majority of respondents (57 percent) expect the
amount of credit requested by consumers to increase in the
upcoming six months.  A plurality (46 percent) expect the amount
of credit extended by lenders to increase, and by a margin of
nearly 2-to-1 (37 percent to 19 percent), lenders expect the
approval rate on consumer loan applications to increase rather
than decrease.

              Big Data to Become a Big Deal at Banks

The survey also asked respondents about the 2013 business
priorities at their institutions.  Two related initiatives tied
for the top spot -- utilizing Big Data analytics to gain greater
insight into customers, and improving the customer experience.
Both were named as the top priority by 35 percent of respondents.
Strengthening fraud prevention was cited as the top priority by 20
percent of respondents, and nine percent of respondents said that
increasing their utilization of mobile technology was the highest
priority in 2013.

A detailed report of FICO's quarterly survey is available at:

   http://www.prmia.org/PRMIA-News/Fico-1stQuarterApr2013Rev1.pdf

The survey included responses from 255 risk managers at banks
throughout the U.S. in February and March 2013.  FICO and PRMIA
extend a special thanks to Columbia Business School's Center for
Decision Sciences for its assistance in analyzing the survey
results.

                           About PRMIA

The Professional Risk Managers' International Association (PRMIA)
-- http://www.PRMIA.org-- is a higher standard for risk
professionals, with 65 chapters and more than 85,000 members
worldwide.  A non-profit, member-led association, PRMIA is
dedicated to defining and implementing the best practices of risk
management through education, including the Professional Risk
Manager (PRM) designation and Associate PRM certificate; webinar,
online, classroom and in-house training; events; networking; and
online resources.

                           About FICO

FICO -- http://www.fico.com-- delivers superior predictive
analytics solutions that drive smarter decisions.  The company's
groundbreaking use of mathematics to predict consumer behavior has
transformed entire industries and revolutionized the way risk is
managed and products are marketed.  FICO's innovative solutions
include the industry-leading solutions for measuring credit risk,
managing credit accounts, identifying and minimizing the impact of
fraud, and customizing consumer offers with pinpoint accuracy.
Most of the world's top banks, as well as leading insurers,
retailers, pharmaceutical companies and government agencies, rely
on FICO solutions to accelerate growth, control risk, boost
profits and meet regulatory and competitive demands.


* Payments to Borrowers Covered by Foreclosure Agreement to Begin
-----------------------------------------------------------------
Payments to 4.2 million borrowers are scheduled to begin on
April 12 following an agreement reached by the Office of the
Comptroller of the Currency and the Federal Reserve Board with 13
mortgage servicers.

The agreement, which was reached earlier this year, provides $3.6
billion in cash payments to borrowers whose homes were in any
stage of the foreclosure process in 2009 or 2010 and whose
mortgages were serviced by one of the following companies, their
affiliates, or subsidiaries: Aurora, Bank of America, Citibank,
Goldman Sachs, HSBC, JPMorgan Chase, MetLife Bank, Morgan Stanley,
PNC, Sovereign, SunTrust, U.S. Bank, and Wells Fargo.

The payments will range from $300 to $125,000.  For borrowers
whose mortgages were serviced by 11 of the 13 servicers -- all
servicers but Goldman Sachs and Morgan Stanley -- checks will be
sent in several waves beginning with 1.4 million checks on
April 12.  The final wave is expected in mid-July 2013.  More than
90 percent of the total payments to borrowers at those 11
servicers are expected to have been sent by the end of April.
Information about payments to borrowers whose mortgages were
serviced by Goldman Sachs and Morgan Stanley will be announced in
the near future.

In most cases, borrowers will receive a letter with an enclosed
check sent by the Paying Agent -- Rust Consulting, Inc.  Some
borrowers may receive letters from Rust requesting additional
information needed to process their payments.  Previously, Rust
sent postcards to the 4.2 million borrowers notifying them of
their eligibility to receive payment under the agreement.

Rust is sending all payments and correspondence regarding the
foreclosure agreement at the direction of the OCC and the Federal
Reserve.

Borrowers can call Rust at 1-888-952-9105 to update their contact
information or to verify that they are covered by the agreement.
Information provided to Rust will only be used for purposes
related to the agreement.  Borrowers should beware of scams and
anyone asking them to call a different number or to pay a fee to
receive payment under the agreement.

Accepting a payment will not prevent borrowers from taking any
action they may wish to pursue related to their foreclosure.
Servicers are not permitted to ask borrowers to sign a waiver of
any legal claims they may have against their servicer in
connection with accepting payment.

In determining the payment amounts, borrowers were categorized
according to the stage of their foreclosure process and the type
of possible servicer error.  Regulators then determined amounts
for each category using the financial remediation matrix published
in June 2012 as a guide, incorporating input from various consumer
groups.  Regulators have published the payment amounts and number
of people in each category on their Web sites at
http://www.occ.gov/independentforeclosurereviewand
http://www.federalreserve.gov/consumerinfo/independent-
foreclosure-review-payment-agreement.htm

While the agreement ended the Independent Foreclosure Review for
the 13 companies identified above, the review continues for
OneWest, Everbank, and GMAC Mortgage.

Regulators continue to monitor the servicers' actions to correct
the unsafe and unsound mortgage servicing and foreclosure
practices required by other parts of regulators' enforcement
actions, which remain in effect.

Regulators have issued guidance to the servicers under
foreclosure-related enforcement actions directing a review before
foreclosure sales for all pending foreclosures.  These reviews
help prevent avoidable foreclosures by ensuring foreclosure-
prevention alternatives are considered and foreclosure standards
are met.  Regulators encourage borrowers needing foreclosure
prevention assistance to work directly with their servicer or
contact the Homeowner's HOPE Hotline at 888-995-HOPE (4673) or at
-- http://www.makinghomeaffordable.gov-- to be put in touch with
a U.S. Department of Housing and Urban Development-approved
nonprofit organization that can provide free assistance.


* Posner Adopts 'American Pad' on Time Limits for Suits
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Chicago adopted the
position of the sister court in Philadelphia and ruled that a
permanent trustee must be elected within two years of a Chapter 11
filing to activate a one-year extension of the two-year period for
filing so-called avoidance actions.

According to the report, U.S. Circuit Judge Richard A. Posner
reversed a ruling by a bankruptcy court, saying the case is
governed by the plain language of Section 546(a) of the Bankruptcy
Code, which grants a one-year extension only if the permanent
trustee takes office before the initial two-year period elapses.

Judge Posner agreed with a 2007 ruling from the U.S. Court of
Appeals in Philadelphia in a case involving American Pad & Paper.

The case is Fogel v. Shabat (In re Draiman), 12-3888, U.S.
Court of Appeals for the Seventh Circuit (Chicago).


* Cowen Group Enters Into Exclusive Partnership with Seaport
------------------------------------------------------------
Cowen Group, Inc. on April 9 disclosed that they have entered into
an exclusive partnership for the origination and distribution of
corporate, convertible and other fixed income securities.  The
relationship also includes special situations such as
restructurings, reorganizations and bankruptcies.  Under the terms
of the agreement, Cowen will focus on origination activities for
these securities and Seaport will provide distribution services.

"I am delighted to announce this partnership with Seaport," said
Jeffrey Solomon, Chief Executive Officer of Cowen and Company,
Cowen Group's broker dealer business.  "Seaport has built a
leading independent fixed income distribution platform covering
all areas of the credit spectrum.  Increasingly, companies in our
sectors have chosen Cowen not only to provide valuable strategic
advice, but to bring debt financings to market as well.  We
believe that Seaport's comprehensive distribution capabilities
complement Cowen's outstanding origination and execution abilities
within our industry focus areas of Healthcare, Technology, Energy,
Transportation, Consumer, Aerospace and Defense/Industrials,
Metals and Mining and Chemicals.  We worked with Seaport on our
last several debt offerings following the expiration of our
previous distribution agreement and have found them to be a value-
added partner."

Michael Meagher, Co-Founder of The Seaport Group, added "Having
executed over $40 billion of average annual credit-related
transactions volume in the last three years, Seaport has a deep
and varied distribution base.  Issuers continue to turn to
independent firms like Seaport to help them widen their investor
base and today's announcement firmly places Seaport at the
forefront of that change.  By partnering with Cowen and their
impressive client roster, we are taking Seaport Group one step
further in providing our buy-side clients with the diverse product
offerings that they are now seeking."

                      About Cowen Group, Inc.

Cowen Group, Inc. is a diversified financial services firm and,
together with its consolidated subsidiaries, provides alternative
asset management, investment banking, research, and sales and
trading services through its two business segments: Ramius and its
affiliates make up the Company's alternative investment segment,
while Cowen and Company and its affiliates make up the Company's
broker-dealer segment.  Ramius provides alternative asset
management solutions to a global client base and manages a
significant portion of Cowen's proprietary capital.  Cowen and
Company and its affiliates offer industry focused investment
banking for growth-oriented companies, domain knowledge-driven
research and a sales and trading platform for institutional
investors.  Founded in 1918, the firm is headquartered in New York
and has offices located in major financial centers around the
world.

                     About The Seaport Group

Founded in 2001, the Seaport Group has grown to approximately 200
professionals covering over a dozen business and product lines.

Executing over $40 Billion of average annual credit-related
transactions volume in the last three years, New York based
Seaport Group has emerged as a leader in global credit markets
with one of the largest sales and trading platforms of any
boutique investment bank.  The Seaport Group's unique model
provides clients with access to an integrated firm of experienced
market specialists helping clients manage risk and create value.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Shelly Stockwell
   Bankr. E.D. Mich. Case No. 13-46511
     Chapter 11 Petition filed March 30, 2013

In re New Covenant Family Worship Church
   Bankr. D.S.C. Case No. 13-01966
     Chapter 11 Petition filed March 30, 2013
         See http://bankrupt.com/misc/scb13-01966.pdf
         represented by: Robert H. Cooper, Esq.
                         The Cooper Law Firm
                         E-mail: bknotice@thecooperlawfirm.com

In re DRG Concrete, Inc.
   Bankr. D. Ariz. Case No. 13-04971
     Chapter 11 Petition filed April 1, 2013
         Filed as Pro Se

In re Joseph Pompa
   Bankr. D. Ariz. Case No. 13-05001
      Chapter 11 Petition filed April 1, 2013

In re Redhawk Pavilion LLC
   Bankr. C.D. Cal. Case No. 13-15878
     Chapter 11 Petition filed April 1, 2013
         See http://bankrupt.com/misc/cacb13-15878.pdf
         represented by: Paul M. Brent, Esq.
                         STEINBERG NUTTER & BRENT, LAW CORP.
                         E-mail: snb300@aol.com

In re Reliability & Design, LLC
   Bankr. E.D. Cal. Case No. 13-24474
     Chapter 11 Petition filed April 1, 2013
         See http://bankrupt.com/misc/caeb13-24474.pdf
         represented by: David S. Henshaw, Esq.
                         HENSHAW LAW OFFICE
                         E-mail: David@HenshawLaw.com

In re Jeffrey Hiday
   Bankr. M.D. Fla. Case No. 13-01989
      Chapter 11 Petition filed April 1, 2013

In re Lake Wildmere Plantation, LLC
   Bankr. M.D. Fla. Case No. 13-03941
     Chapter 11 Petition filed April 1, 2013
         See http://bankrupt.com/misc/flmb13-03941.pdf
         represented by: James H. Monroe, Esq.
                         JAMES H. MONROE, P.A.
                         E-mail: jhm@jamesmonroepa.com

In re Michael Ditaranto
   Bankr. M.D. Fla. Case No. 13-04242
      Chapter 11 Petition filed April 1, 2013

In re Tiffany Brown, LLC
   Bankr. N.D. Ga. Case No. 13-57182
     Chapter 11 Petition filed April 1, 2013
         See http://bankrupt.com/misc/ganb13-57182.pdf
         represented by: Will B. Geer, Esq.
                         LAW OFFICE OF WILL GEER
                         E-mail: willgeer@atlbankruptcyhelp.com

In re Black Water Reserve Development, LLC
   Bankr. N.D. Ga. Case No. 13-57188
     Chapter 11 Petition filed April 1, 2013
         Filed as Pro Se

In re Masharn Wilson
   Bankr. N.D. Ga. Case No. 13-57228
      Chapter 11 Petition filed April 1, 2013

In re 1097 Sea Jay, LLC
   Bankr. N.D. Ga. Case No. 13-57329
     Chapter 11 Petition filed April 1, 2013
         See http://bankrupt.com/misc/ganb13-57329.pdf
         represented by: Paul Reece Marr, Esq.
                         PAUL REECE MARR, P.C.
                         E-mail: paul@paulmarr.com

In re R Alan Kite
   Bankr. W.D. La. Case No. 13-20270
     Chapter 11 Petition filed April 1, 2013
         See http://bankrupt.com/misc/lawb13-20270.pdf
         represented by: Wade N. Kelly, Esq.
                         ROBICHAUX, MIZE, WADSACK & RICHARDSON, LLC
                         E-mail: wnkellylaw@yahoo.com

In re Todd Flannery
   Bankr. D. Maine Case No. 13-20276
      Chapter 11 Petition filed April 1, 2013

In re Sea-Lantro, LLC
   Bankr. D. Md. Case No. 13-15659
     Chapter 11 Petition filed April 1, 2013
         See http://bankrupt.com/misc/mdb13-15659.pdf
         represented by: Roberto Allen, Esq.
                         THE LAW OFFICES OF ROBERTO ALLEN, LLC
                         E-mail: rallen@robertoallenlaw.com

In re M. Green Collision Inc.
        dba Vince's Auto Repair
        fdba M&M Collision Experts, Inc.
   Bankr. D. Md. Case No. 13-15664
     Chapter 11 Petition filed April 1, 2013
         See http://bankrupt.com/misc/mdb13-15664.pdf
         represented by: Howard M. Heneson, Esq.
                         HOWARD M. HENESON, P.A.
                         E-mail: hheneson@bankruptcymd.com

In re Michael Green
   Bankr. D. Md. Case No. 13-15665
      Chapter 11 Petition filed April 1, 2013

In re Kansas City Wholesale Motors LLC
   Bankr. W.D. Mo. Case No. 13-41157
     Chapter 11 Petition filed April 1, 2013
         See http://bankrupt.com/misc/mowb13-41157.pdf
         represented by: Michael J. Gunter, Esq.
                         CLAYMAN & GUNTER

In re C. & R. Concepts, Inc.
        dba Whistle Stop Restaurant & Saloon
   Bankr. M.D. Pa. Case No. 13-01679
     Chapter 11 Petition filed April 1, 2013
         See http://bankrupt.com/misc/pamb13-01679.pdf
         represented by: Lisa M. Doran, Esq.
                         DORAN & DORAN, P.C.
                         E-mail: ldoran@doran-law.net

In re Harrison Enterprises, LLC
   Bankr. E.D. Tenn. Case No. 13-31248
     Chapter 11 Petition filed April 1, 2013
         See http://bankrupt.com/misc/tneb13-31248p.pdf
         See http://bankrupt.com/misc/tneb13-31248c.pdf
         represented by: Keith L. Edmiston, Esq.
                         GRIBBLE CARPENTER & ASSOCIATES, PLLC
                         E-mail: kle@gribblecarpenter.com

In re RE-WFM, LLC
   Bankr. E.D. Tex. Case No. 13-60252
     Chapter 11 Petition filed April 1, 2013
         See http://bankrupt.com/misc/txeb13-60252p.pdf
         See http://bankrupt.com/misc/txeb13-60252c.pdf
         represented by: Charles E. Lauffer, Jr., Esq.
                         RITCHESON, LAUFFER & VINCENT, P.C.
                         E-mail: charlesl@rllawfirm.net


In re Hi-Way Holdings LLC
   Bankr. N.D. Tex. Case No. 13-41502
     Chapter 11 Petition filed April 1, 2013
         See http://bankrupt.com/misc/txnb13-41502p.pdf
         See http://bankrupt.com/misc/txnb13-41502c.pdf
         represented by: Holland N. O'Neil, Esq.
                         GARDERE WYNNE SEWELL, LLP
                         E-mail: honeil@gardere.com

                                - and ?

                         Virgil Ochoa, Esq.
                         GARDERE WYNNE SEWELL, LLP
                         E-mail: vochoa@gardere.com

In re North Central Properties, Ltd.
        aka North Building
   Bankr. W.D. Tex. Case No. 13-50867
     Chapter 11 Petition filed April 1, 2013
         Filed as Pro Se


In re Steven Gaines
   Bankr. W.D. Tex. Case No. 13-60294
     Chapter 11 Petition filed April 1, 2013
         See http://bankrupt.com/misc/txwb13-60294.pdf
         represented by: Brendetta Anthony Scott, Esq.
                         GARNER SCOTT & JONES, PLLC
                         E-mail: bascott@gsjlawfirm.com

In re Steven Gaines
   Bankr. W.D. Tex. Case No. 13-60294
      Chapter 11 Petition filed April 1, 2013

In re Goldie Road LLC
   Bankr. W.D. Wash. Case No. 13-12993
     Chapter 11 Petition filed April 1, 2013
         See http://bankrupt.com/misc/wawb13-12993.pdf
         represented by: Ta Teasha M. Davis, Esq.
                         LAW OFFICE OF TA TEASHA M. DAVIS
                         E-mail: tmdlaw@gmail.com
In re Dore Pfaff
   Bankr. D. Ariz. Case No. 13-5106
      Chapter 11 Petition filed April 2, 2013

In re Creegens of Jonesboro, LLC
   Bankr. E.D. Ark. Case No. 13-11953
     Chapter 11 Petition filed April 2, 2013
         See http://bankrupt.com/misc/areb13-11953.pdf
         represented by: Matthew M. Henry, Esq.
                         The Henry Firm, P.A.
                         E-mail: thehenryfirm@sbcglobal.net

In re Patrick Nelson
   Bankr. C.D. Cal. Case No. 13-18625
      Chapter 11 Petition filed April 2, 2013

In re Andres Alvarez
   Bankr. E.D. Cal. Case No. 13-12339
      Chapter 11 Petition filed April 2, 2013

In re Mehrdad Fay
   Bankr. E.D. Cal. Case No. 13-12342
      Chapter 11 Petition filed April 2, 2013

In re Aida Merrill
   Bankr. N.D. Cal. Case No. 13-51910
      Chapter 11 Petition filed April 2, 2013

In re Martin Lettunich
   Bankr. N.D. Cal. Case No. 13-51886
      Chapter 11 Petition filed April 2, 2013

In re Mercedes Moreno
   Bankr. S.D. Calif. Case No. 13-3443
      Chapter 11 Petition filed April 2, 2013

In re Christopher Moore
   Bankr. M.D. Fla. Case No. 13-2009
      Chapter 11 Petition filed April 2, 2013

In re The One Hundred & Eleven, LLC
   Bankr. M.D. Fla. Case No. 13-03959
     Chapter 11 Petition filed April 2, 2013
         See http://bankrupt.com/misc/flmb13-3959.pdf
         represented by: Jeffrey Ainsworth, Esq.
                         Law Office of Robert B. Branson PA
                         E-mail: jeff@bransonlaw.com

In re Harold Lewis
   Bankr. M.D. Ga. Case No. 13-50859
      Chapter 11 Petition filed April 2, 2013

In re One Accord Community Church, Inc.
   Bankr. N.D. Ga. Case No. 13-57398
     Chapter 11 Petition filed April 2, 2013
         See http://bankrupt.com/misc/ganb13-57398.pdf
         represented by: Milton D. Jones, Esq.
                         E-mail: miltondjones@comcast.net

In re Sunnyside Cafe, LLC
   Bankr. N.D. Ga. Case No. 13-10860
     Chapter 11 Petition filed April 2, 2013
         See http://bankrupt.com/misc/ganb13-10860.pdf
         represented by:  J. Nevin Smith, Esq.
                         Smith Conerly LLP
                         E-mail: cstembridge@smithconerly.com

In re Arthur Chang
   Bankr. W.D. Ky. Case No. 13-31403
      Chapter 11 Petition filed April 2, 2013

In re Kids Play LLC
   Bankr. D. Md. Case No. 13-15749
     Chapter 11 Petition filed April 2, 2013
         See http://bankrupt.com/misc/mdb13-15749.pdf
         represented by: Richard B. Rosenblatt, Esq.
                         The Law Offices of Richard B. Rosenblatt
                         E-mail: rrosenblatt@rosenblattlaw.com

In re Leas Auto Services, LLC
   Bankr. D. Md. Case No. 13-15770
     Chapter 11 Petition filed April 2, 2013
         See http://bankrupt.com/misc/mdb13-15770.pdf
         represented by: Marc Harvey Sliffman, Esq.
                         E-mail: marcsliff@aol.com

In re Thomas Flickner
   Bankr. D. Nev. Case No. 13-12781
      Chapter 11 Petition filed April 2, 2013

In re I. G. Corporation
   Bankr. D.N.J. Case No. 13-17113
     Chapter 11 Petition filed April 2, 2013
         See http://bankrupt.com/misc/njb13-17113.pdf
         represented by: Eugene D. Roth, Esq.
                         Law Office of Eugene D. Roth
                         E-mail: erothesq@gmail.com

In re Scott Anthony Management LLC
        aka Marios Famous Pizza
   Bankr. D.N.J. Case No. 13-17067
     Chapter 11 Petition filed April 2, 2013
         Filed pro se

In re Brinng Inc.
        dba Taj Tribeca
   Bankr. S.D.N.Y. Case No. 13-11018
     Chapter 11 Petition filed April 2, 2013
         See http://bankrupt.com/misc/nysb13-11018.pdf
         represented by:  Julio E. Portilla, Esq.
                         Law Office of Julio E. Portilla, P.C.
                         E-mail: jp@julioportillalaw.com

In re Mark Hylland
   Bankr. D. Ore. Case No. 13-31948
      Chapter 11 Petition filed April 2, 2013

In re Jose Rodriguez Figueroa
   Bankr. D.P.R. Case No. 13-02556
      Chapter 11 Petition filed April 2, 2013

In re McCoy Enterprises, Inc.
   Bankr. E.D. Tenn. Case No. 13-11607
     Chapter 11 Petition filed April 2, 2013
         See http://bankrupt.com/misc/tneb13-11607p.pdf
         See http://bankrupt.com/misc/tneb13-11607c.pdf
         represented by: Richard L. Banks, Esq.
                         Richard Banks & Associates, P.C.
                         E-mail: bmerriman@rbankslawfirm.com

In re Ernest Williford
   Bankr. N.D. Tex. Case No. 13-31738
      Chapter 11 Petition filed April 2, 2013

In re Juliana Riahi
   Bankr. E.D. Va. Case No. 13-11487
      Chapter 11 Petition filed April 2, 2013
In re Pat Ela
   Bankr. N.D. Cal. Case No. 13-41984
      Chapter 11 Petition filed April 3, 2013

In re Sunsets Tanning Salon II, Inc.
   Bankr. S.D. Fla. Case No. 13-17602
     Chapter 11 Petition filed April 3, 2013
         See http://bankrupt.com/misc/flsb13-17602.pdf
         represented by: Brett A. Elam, Esq.
                         THE LAW OFFICES OF BRETT A. ELAM, P.A.
                         E-mail: belam@brettelamlaw.com

In re Paul Roberson
   Bankr. D. Mass. Case No. 13-11917
      Chapter 11 Petition filed April 3, 2013

In re Ronald Hollender
   Bankr. D.N.J. Case No. 13-17154
      Chapter 11 Petition filed April 3, 2013

In re National Equities of NY, Inc.
   Bankr. E.D.N.Y. Case No. 13-41953
     Chapter 11 Petition filed April 3, 2013
         See http://bankrupt.com/misc/nyeb13-41953.pdf
         represented by: Kenneth F. McCallion, Esq.
                         MCCALLION & ASSOCIATES, LLP
                         E-mail: kfm@mccallionlaw.com

In re Richard Kern
   Bankr. E.D.N.Y. Case No. 13-71700
      Chapter 11 Petition filed April 3, 2013
In re Steven Pratico
   Bankr. D. Ariz. Case No. 13-05285
      Chapter 11 Petition filed April 4, 2013

In re Bertha Cardenas
   Bankr. C.D. Cal. Case No. 13-16136
      Chapter 11 Petition filed April 4, 2013

In re Sarkis Baghikian
   Bankr. C.D. Cal. Case No. 13-12353
      Chapter 11 Petition filed April 4, 2013

In re Cynthia Josefson
   Bankr. N.D. Cal. Case No. 13-51933
      Chapter 11 Petition filed April 4, 2013

In re Victor Caudill
   Bankr. M.D. Fla. Case No. 13-04415
      Chapter 11 Petition filed April 4, 2013

In re Ten Acre Terrace LLC
   Bankr. N.D. Fla. Case No. 13-50144
     Chapter 11 Petition filed April 4, 2013
         See http://bankrupt.com/misc/flnb13-50144.pdf
         represented by: Robert C. Bruner, Esq.
                         E-mail: RobertCBruner@hotmail.com

In re PIMA Marshall Square, LLC
   Bankr. N.D. Ind. Case No. 13-21109
     Chapter 11 Petition filed April 4, 2013
         See http://bankrupt.com/misc/innb13-21109.pdf
         represented by: Kenneth A. Manning, Esq.
                         Manning & Gonzalez, PC
                         E-mail: Ken@kmmglawfirm.com

In re Frank Sellinger
   Bankr. W.D. Ky. Case No. 13-31437
      Chapter 11 Petition filed April 4, 2013

In re Ravinder Lall
   Bankr. D. Md. Case No. 13-15923
      Chapter 11 Petition filed April 4, 2013

In re Carolyn Cogley
   Bankr. E.D. Mich. Case No. 13-46907
      Chapter 11 Petition filed April 4, 2013

In re Dennis Cogley
   Bankr. E.D. Mich. Case No. 13-46907
      Chapter 11 Petition filed April 4, 2013

In re Jesse Curiel
   Bankr. D. Nev. Case No. 13-12877
      Chapter 11 Petition filed April 4, 2013

In re Leonard Pappalardo
   Bankr. D.N.J. Case No. 13-17236
      Chapter 11 Petition filed April 4, 2013

In re Arve Eng
   Bankr. E.D.N.C. Case No. 13-02195
      Chapter 11 Petition filed April 4, 2013

In re Richard Grow
   Bankr. S.D. Ohio Case No. 13-11553
      Chapter 11 Petition filed April 4, 2013

In re Beverly Morgan
   Bankr. W.D. Pa. Case No. 13-21440
      Chapter 11 Petition filed April 4, 2013

In re James Flynn
   Bankr. D.S.C. Case No. 13-02062
      Chapter 11 Petition filed April 4, 2013

In re Karen Miller
   Bankr. E.D. Tenn. Case No. 13-31285
      Chapter 11 Petition filed April 4, 2013

In re Association and Community Managing Professionals, Inc.
   Bankr. S.D. Tex. Case No. 13-32081
     Chapter 11 Petition filed April 4, 2013
         See http://bankrupt.com/misc/txsb13-32081p.pdf
         See http://bankrupt.com/misc/txsb13-32081c.pdf
         represented by: Bennett G. Fisher, Esq.
                         Fisher and Associates PC
                         E-mail: bgf@fisherlaw.net

In re Scott Pruitt
   Bankr. E.D. Va. Case No. 13-11519
      Chapter 11 Petition filed April 4, 2013

In re Carmel Properties, LLC
   Bankr. W.D. Wash. Case No. 13-42224
     Chapter 11 Petition filed April 4, 2013
         See http://bankrupt.com/misc/wawb13-42224.pdf
         represented by:  Brian L. Budsberg, Esq.
                         Budsberg Law Group PLLC
                         E-mail: paralegal@budsberg.com

In re Lynnette Byrnes
   Bankr. W.D. Wash. Case No. 13-42228
      Chapter 11 Petition filed April 4, 2013

In re Timothy Thomason
   Bankr. M.D. Ala. Case No. 13-30871
      Chapter 11 Petition filed April 5, 2013

In re Nicolas Zavala
   Bankr. N.D. Cal. Case No. 13-51958
      Chapter 11 Petition filed April 5, 2013

In re Barbara Walker
   Bankr. D. Conn. Case No. 13-30603
      Chapter 11 Petition filed April 5, 2013

In re James Walker
   Bankr. D. Conn. Case No. 13-30603
      Chapter 11 Petition filed April 5, 2013

In re Richard Perdomo
   Bankr. S.D. Fla. Case No. 13-17803
      Chapter 11 Petition filed April 5, 2013

In re Rahil Kazi
   Bankr. M.D. Ga. Case No. 13-50892
      Chapter 11 Petition filed April 5, 2013

In re GoKo Restaurant Enterprises LLC
   Bankr. D. Hawaii Case No. 13-00554
     Chapter 11 Petition filed April 5, 2013
         See http://bankrupt.com/misc/hib13-00554.pdf
         represented by: Jerrold K. Guben, Esq.
                         O'CONNOR PLAYDON & GUBEN, LLP
                         E-mail: jkg@opglaw.com

                                - and ?

                         Miranda Tsai, Esq.
                         O'CONNOR PLAYDON & GUBEN, LLP
                         E-mail: mft@opglaw.com

In re MDG, LLC
        dba Majid's St. Matthews
   Bankr. W.D. Ky. Case No. 13-31447
     Chapter 11 Petition filed April 5, 2013
         See http://bankrupt.com/misc/kywb13-31447.pdf
         represented by: Richard A. Schwartz, Esq.
                         KRUGER & SCHWARTZ
                         Email: rick@ks-laws.com

In re Jean Chery
   Bankr. D. Mass. Case No. 13-11964
      Chapter 11 Petition filed April 5, 2013

In re Suzy Marsoubian-Trout
   Bankr. D. Mass. Case No. 13-11966
      Chapter 11 Petition filed April 5, 2013

In re Graig Zapper
   Bankr. D. Nev. Case No. 13-12889
      Chapter 11 Petition filed April 5, 2013

In re French Quarter Apartments, Inc.
   Bankr. W.D.N.Y. Case No. 13-10898
     Chapter 11 Petition filed April 5, 2013
         See http://bankrupt.com/misc/nywb13-10898.pdf
         represented by: Lawrence C. Brown, Esq.
                         E-mail: brownL724@aol.com

In re Forever Now, LLC
   Bankr. S.D. Ohio Case No. 13-52695
     Chapter 11 Petition filed April 5, 2013
         See http://bankrupt.com/misc/ohsb13-52695.pdf
         represented by: Shawn M. Riley, Esq.
                         MCDONALD HOPKINS, LLC
                         E-mail: sriley@mcdonaldhopkins.com

In re Lehigh Valley Properties, Inc.
        aka Lehigh Valley Properties
   Bankr. E.D. Pa. Case No. 13-13038
     Chapter 11 Petition filed April 5, 2013
         See http://bankrupt.com/misc/paeb13-13038.pdf
         represented by: John Everett Cook, Esq.
                         THE LAW OFFICES OF EVERETT COOK, P.C.
                         E-mail: bankruptcy@everettcooklaw.com

In re Patricio Rodriguez Lopez
   Bankr. D. P.R. Case No. 13-02628
      Chapter 11 Petition filed April 5, 2013

In re Mora Enterprises, LLC
   Bankr. D. Utah Case No. 13-23709
     Chapter 11 Petition filed April 5, 2013
         See http://bankrupt.com/misc/utb13-23709.pdf
         represented by: Craig Helgesen, Esq.
                         HELGESEN WATERFALL AND JONES
                         E-mail: chelgesen@utahattorneys.com

In re Windmill Unlimited, LLC
   Bankr. W.D. Wis. Case No. 13-11610
     Chapter 11 Petition filed April 5, 2013
         See http://bankrupt.com/misc/wiwb13-11610.pdf
         represented by: Kristin J. Sederholm, Esq.
                         KREKELER STROTHER, S.C.
                         E-mail: ksederho@ks-lawfirm.com

In re Jeegarkumar Amin
   Bankr. D. Ariz. Case No. 13-5472
      Chapter 11 Petition filed April 8, 2013

In re Howard Lewis
   Bankr. C.D. Cal. Case No. 13-19058
      Chapter 11 Petition filed April 7, 2013

In re Karen Martin
   Bankr. N.D. Cal. Case No. 13-10715
      Chapter 11 Petition filed April 8, 2013

In re Richard Muro
   Bankr. S.D. Calif. Case No. 13-3597
      Chapter 11 Petition filed April 8, 2013

In re Robert Goetz
   Bankr. S.D. Calif. Case No. 13-3569
      Chapter 11 Petition filed April 7, 2013

In re BKJ Development and Management Company LLC
   Bankr. D.D.C. Case No. 13-00209
     Chapter 11 Petition filed April 8, 2013
         Filed pro se

In re Nermine Hanna
   Bankr. S.D. Fla. Case No. 13-17854
      Chapter 11 Petition filed April 8, 2013

In re Buchanan Jefferson Ventures, Inc.
   Bankr. N.D. Ga. Case No. 13-21011
     Chapter 11 Petition filed April 8, 2013
         See http://bankrupt.com/misc/ganb13-21011.pdf
         represented by: John F. Isbell, Esq.
                         Thompson Hine LLP
                         E-mail: john.isbell@thompsonhine.com

In re John Buchanan
   Bankr. N.D. Ga. Case No. 13-21009
      Chapter 11 Petition filed April 8, 2013

In re John Herlihy
   Bankr. D. Mass. Case No. 13-40932
      Chapter 11 Petition filed April 8, 2013

In re Jason Mazei
   Bankr. E.D. Mich. Case No. 13-47127
      Chapter 11 Petition filed April 8, 2013

In re Whispering Canyon LLC
   Bankr. D. Nev. Case No. 13-12929
     Chapter 11 Petition filed April 8, 2013
         See http://bankrupt.com/misc/nvb13-12929.pdf
         Filed pro se

In re Harold Dew
   Bankr. E.D.N.C. Case No. 13-2284
      Chapter 11 Petition filed April 8, 2013

In re Resto Janitor Service Corp
   Bankr. D.P.R. Case No. 13-02697
     Chapter 11 Petition filed April 8, 2013
         See http://bankrupt.com/misc/prb13-2697.pdf
         represented by: Miriam A. Murphy, Esq.
                         Murphy Law Office
                         E-mail: mamurphyli82@gmail.com



                            *********

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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