TCR_Public/130418.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 18, 2013, Vol. 17, No. 106

                            Headlines

A123 SYSTEMS: Plan Confirmation Hearing Set for April 30
A123 SYSTEMS: Taps Moody, Famiglietti to Review Financials
ACCESS STORAGE: Case Summary & 21 Largest Unsecured Creditors
AFFIRMATIVE INSURANCE: Forbearance with Credit Suisse Ends June 1
AGRIPARTNERS LIMITED: Plan Confirmation Hearing Set for May 15

AGRIPARTNERS LIMITED: Access to TLC DIP Loans Further Extended
AHERN RENTALS: Can Pay Fees to Potential Lenders, Counsel
AHERN RENTALS: Has Court OK to Expand Deloitte's Employment
ALION SCIENCE: Sells $1 Million Common Stock to ESOP Trust
AMERICAN AIRLINES: Consolidated Traffic Increased 1% in March

AMERICAN APPAREL: Successfully Completes Refinancing of Debt
AMERICAN APPAREL: Lion/Hollywood Holds 16.7% Stake at April 4
AMERICAN REALTY: Drops McKenna, Hires Pronske as Counsel
API TECHNOLOGIES: Incurs $14.4 Million Net Loss in First Quarter
ARCAPITA BANK: Files Amended Consensual Plan of Reorganization

ASPEN GROUP: Has 2.4 Million Shares Resale Prospectus
ATLANTIC COAST: Two Directors Continue to Oppose Planned Merger
BEALL CORP: Court to Consider Adequacy of Disclosures on June 6
BEALL CORP: Panel Balks at Keybank Motion on Add'l Sales Proceeds
BEAR ISLAND: Committee Seeks to Modify Fees for Deloitte

BEHRINGER HARVARD: Posts $16.6 Million Net Income in 2012
BIOLIFE SOLUTIONS: Incurs $1.6 Million Net Loss in 2012
CAPITAL AUTOMOTIVE: Moody's Rates New 2nd Lien Term Loan 'B1'
CASTLE ARCH: Court Rejects Large Part of Geringer's $7MM Claim
CBRE SERVICES: Moody's Affirms 'Ba1' Sr. Secured Bank Debt Rating

CDW LLC: S&P Rates Proposed $1.35-Bil. Senior Secured Debt 'B+'
CELL THERAPEUTICS: Shareholders Meeting Postponed to June 26
CELLULAR BIOMEDICINE: To Issue 480,000 Shares Under 2011 Plan
CENTRAL EUROPEAN: Unveils Initial Results of Dutch Auction
CENTRAL EUROPEAN: Plan Confirmation Hearing Set on May 13

CEVA GROUP: Obtains Waivers & Amendments From Lenders
CHAMPION INDUSTRIES: Hires RAS's T. Boates as CRO
CEREPLAST INC: Shareholders OK Reverse Split of Common Stock
CICERO INC: Incurs $315,000 Net Loss in 2012
COACH AMERICA: Bus Operators' Suit Sent to Del. Bankr. Court

COMMONWEALTH BIOTECHNOLOGIES: Chapter 11 Plan Takes Effect
COMMUNITY FINANCIAL: Incurs $2.5 Million Net Loss in 2012
COMMUNITY FINANCIAL: Appoints Christopher M. Hurst to Board
COMMUNITY SHORES: Reports $267,800 Net Income in 2012
COMPREHENSIVE CARE: Incurs $6.9 Million Net Loss in 2012

CORNERSTONE HEALTHCARE: Moody's Withdraws B2 Corp. Family Rating
CPI CORP: Signs $1.6 Million Sale Agreement with Canadian Units
CPI CORP: Bank of America Plans to Foreclose on Collateral
CYCLONE POWER: Obtains $100,000 From JMJ Financial
DENNY'S CORP: Wells Fargo Owned 6.5% Equity Stake at Dec. 31

DICKINSON COUNTY HEALTHCARE: Moody's Affirms Ba1 LT Bond Rating
DIAL GLOBAL: Amends 2012 Annual Report to Include Info
DISH NETWORK: S&P Puts 'BB-' Corp. Credit Rating on Watch Negative
DOMISTYLE INC: Candle Maker Returns to Chapter 11
DOMISTYLE INC: Case Summary & 20 Largest Unsecured Creditors

EAST COAST BROKERS: Employs Fowler White as Tax Counsel
EAST COAST BROKERS: Can Employ Stichter Riedel as Counsel
EASTMAN KODAK: Enters Into Manufacturing Agreement with UniPixel
EDIFICA INC: Case Summary & 20 Largest Unsecured Creditors
EDISON MISSION: Wants 10-Month Extension of Exclusivity Period

ELBIT IMAGING: Giroa Erdinast Appointed as Observer Trustee
EMPIRE RESORTS: Has Standby Purchase Pact with Largest Investor
EMPIRE RESORTS: Kien Huat Agrees to Exercise subscription Rights
ENERGY FUTURE: Completes Internal Corporate Transactions
ENERGY FUTURE: Accused of Pocketing $500MM in Phantom Taxes

FAIRFIELD SENTRY: Bankruptcy in Virgin Islands Upheld
FIRST MARINER: FDIC Lifts Cease and Desist Order Against Bank
FIRST SECURITY: Incurs $37.6 Million Net Loss in 2012
FIRST SECURITY: Price Has 9.7% Equity Stake as of April 11
GEOKINETICS INC: Terminates Registration of Securities

GEOMET INC: Incurs $8.7 Million Net Loss in 2012 Fourth Quarter
GEOPETRO RESOURCES: Fails to Regain NYSE MKT Listing Compliance
GLOBAL TOWER: Moody's Rates Proposed $55MM Class F Notes '(P)Ba3'
GMX RESOURCES: Gets Interim OK to Borrow $20MM From Diamond Blue
GORDON PROPERTIES: Ruling on CSI Services Agreement on Hold

GREENSHIFT CORP: Restates 2011 Report Amid Miscalculation
GREYSTONE LOGISTICS: Limited Staff Delays Form 10-Q Filing
HARI AUM: 5th Cir. Affirms First Guaranty Bank Lien on Motel
HARLAN LABORATORIES: Moody's Lowers Corp. Family Rating to 'Caa1'
HARTFORD FINANCIAL: Fitch Rates $500MM 8.125% Debentures 'BB+'

HERON LAKE: Further Amends Forbearance Agreement with AgStar
HOTEL AIRPORT: Court Confirms Reorganization Plan
IMAGEWARE SYSTEMS: Neal Goldman Discloses 40.5% Stake at March 27
IMH FINANCIAL: Incurs $32.2 Million Net Loss in 2012
INDIANA BANK: Bank of Indiana Sale Scheduled for April 26

INDIGO-ENERGY INC: Richard Barry Appointed Receiver
INFINITY AUGMENTED: Delays Form 10-Q for Feb. 28 Quarter
INTEGRATED HEALTHCARE: Amends Credit Agreement With MidCap
J.C. PENNEY: Myron Ullman Succeeds Ron Johnson as Chief Executive
JACOBS FINANCIAL: Delays Form 10-Q for Feb. 28 Quarter

JAMES E. ROBERTS-OBAYASHI: Homeowners Association Gets $1.9 Mil.
JUMP OIL: Has Final OK to Use Cash Collateral of CRE & Lindell
JUMP OIL: Hearing on Proposed Bid Procedures Set for April 22
JUMP OIL: Files Schedules of Assets and Liabilities
KIT DIGITAL: To File Stockholder Prepack Plan by April 24

KIWIBOX.COM INC: Incurs $14 Million Net Loss in 2012
LAGUNA DEVELOPMENT: Fitch Affirms 'BB+' Revenue Bonds Rating
LEHMAN BROTHERS: LBI Wins OK of London Affiliate Settlement
LODGENET INTERACTIVE: Colony Syndicate Closes Recapitalization
MAMMOTH RESOURCES: Failure to Post Bond Moots Appeal From Sale

MERISEL INC: Majority Owners to Cancel Status as "Public Company"
MERISEL INC: Incurs $18.1 Million Net Loss in 2012
METEX MFG: Exclusive Plan Filing Period Extended Until May 15
METEX MFG: FCR Can Hire ARPC as Evaluation Consultants
MORGAN'S FOODS: Bandera Invests $2.1MM, Now Has 26% Stake

MOUNT SAINT MARY'S: High Debt Cues Moody's to Affirm Ba2 Rating
MRH ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
NATIONAL ENVELOPE: EFG-Clermont Acquires Former Facility
NAVISTAR INTERNATIONAL: First Amendment to JPMorgan Credit Pact
NATIONAL HOLDINGS: Shareholders Elect Three Directors

NET TALK.COM: Delays 2012 Annual Report
NEWLEAD HOLDINGS: Fails to Comply with NASDAQ's Bid Price Rule
NEWLEAD HOLDINGS: Prime Shipping Owns 22.9% Stake at Jan. 31
NORTHLAKE FOODS: 11th Cir. Affirms Dismissal of Clawback Suit
OMEGA NAVIGATION: Plan Confirmation Hearing Continued to May 13

OMEGA NAVIGATION: Cash Collateral Use Extended Until April 22
ORAGENICS INC: Common Stock Begins Trading on NYSE MKT
ORMET CORP: To Sell Biz to Lenders for $130MM Debt
OSAGE EXPLORATION: Hikes Apollo Facility to $20 Million
OSMOSE HOLDINGS: Sponsor Dividend No Impact on Moody's B2 CFR

PATRIOT COAL: Peabody Energy Balks at Bid to Conduct Probe
PATRIOT COAL: Noteholders' Bid for Ch.11 Trustee Challenged
PATRIOT COAL: Battle Lines Drawn for April 23 Hearing
PEREGRINE FINANCIAL: Customers Challenge Trustee's Fees
PETERKIN & ASSOCIATES: Court Won't Allow Re-Sale of Assets

PGI INCORPORATED: Incurs $6.2 Million Net Loss in 2012
PILOT TRAVEL: Moody's Reviews 'Ba2' CFR for Possible Downgrade
PLC SYSTEMS: Warrants Holders Receive 7.2 Million Common Shares
PLC SYSTEMS: Incurs $8.4 Million Net Loss in 2012
PLUG POWER: Gets NASDAQ Listing Non-Compliance Notice

POINT CENTER: Mosier Named as Examiner to Investigate Fraud
POSEIDON CONCEPTS: Chapter 15 Case Summary
RAMT DEVELOPMENT: Case Summary & 14 Largest Unsecured Creditors
REALOGY HOLDINGS: Expects up to $78MM Net Loss in First Quarter
RENEES LLC: Voluntary Chapter 11 Case Summary

REVSTONE INDUSTRIES: To Sell Aluminum-Forging Operation May 23
RG STEEL: Wants Plan Filing Exclusivity Until July 25
RG STEEL: to Sell Real Property in W.Va. for $800,000
RG STEEL: Creditors Oppose Rennert Bid to File Papers Under Seal
RODEO CREEK: Has Authority to Pay $5.9MM to Essential Vendors

RODEO CREEK: To Pay $440,000 to Retain 20 Key Employees
RODEO CREEK: Files Schedules of Assets and Liabilities
ROSETTA RESOURCES: Moody's Rates New $700MM Senior Notes 'B2'
SANUWAVE HEALTH: To Offer Up to $6 Million Worth of Securities
SCOTTSDALE VENETIAN: Submits List of 10 Largest Creditors

SEARS HOLDINGS: Moody's Alters Outlook to Stable & Affirms B3 CFR
SIDERA NETWORKS: S&P Withdraws 'B' Corporate Credit Rating
SIMON WORLDWIDE: Incurs $1.5 Million Net Loss in 2012
SINO-FOREST CORP: Has Ch. 15 Approval to Aid Canadian Plan
SOURCEHOV LLC: S&P Lowers Corp. Credit Rating to 'B'

SPANISH BROADCASTING: Amends 2012 Annual Report for Typos
SPRINT NEXTEL: S&P Revises CreditWatch Listing to Developing
SRKO FAMILY: Can Employ Sherman & Howard as Special Counsel
STANADYNE HOLDINGS: Incurs $11.5 Million Net Loss in 2012
T3 MOTION: Adam Benowitz Discloses 41.9% Equity Stake at March 27

TANGLEWOOD FARMS: Court Narrows Clawback Suit v. Montague Farms
TIMIOS NATIONAL: Incurs $2.7 Million Net Loss in 2012
TINY TOWN ACADEMY: Case Summary & 12 Largest Unsecured Creditors
TRANS-LUX CORP: Warrants Exercise Period Extended to June 18
UNI-PIXEL INC: Inks Pact for Next-Generation Touch Screens

UNIGENE LABORATORIES: R. Levy Has 65.4% Stake as of April 5
UNITED BANCSHARES: Delays Form 10-K Filing for 2012
VANITY EVENTS: Signs Securities Purchase Agreement with Greystone
WESTERN CAPITAL: Section 341(a) Meeting Scheduled on May 16
WESTMORELAND COAL: Robert King Elected President and CEO

WINDSORMEADE OF WILLIAMSBURG: J. Latimer Appointed as Ombudsman
WORLD SURVEILLANCE: Incurs $3.4 Million Net Loss in 2012
XCELL ENERGY: Committee Wants to Hire Burr & Forman as Counsel
XCELL ENERGY: Court Transfers Case to Lexington Division
XENTEL INC: Chapter 15 Case Summary

Z TRIM HOLDINGS: Incurs $9.6 Million Net Loss in 2012

* Fitch Sees Mixed Recoveries for Creditors in Retail Bankruptcies
* Fitch Says U.S. Budget Continues to Pressure Nonprofit Hospitals
* Moody's Says Challenges Remain for Public Finance Sector

* Home Finance Write-Offs Down Nearly 23% in Q1, Equifax Says
* European CDS Spreads Stable Despite Cypriot Bank Insolvency
* National Credit Default Rates Down in March, S&P Experian Says
* No Silver Bullet for Looming Corp. Bond Market Crisis, TABB Says

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


A123 SYSTEMS: Plan Confirmation Hearing Set for April 30
--------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware approved the disclosure statement explaining A123
Systems, Inc., et al.'s Joint Plan of Liquidation and scheduled a
hearing on the confirmation of the Plan for April 30, 2013, at
1:00 p.m.  Objections to the Plan confirmation must be submitted
on or before April 19.  Ballots accepting or rejecting the Plan
must also be received by April 19.

In a separate order, Judge Carey further extended the Debtors'
exclusive plan filing period until May 15 and their exclusive plan
solicitation period until June 14.

A123 has filed a liquidating Chapter 11 plan designed to give
holders of $143.75 million in subordinated notes a recovery of
about 65%.  General unsecured creditors with $124 million in
claims are to have the same recovery.  The plan provides for
holders of $35.7 million in senior note claims to be paid in full.

                       About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designed,
developed, manufactured and sold advanced rechargeable lithium-ion
batteries and battery systems and provided research and
development services to government agencies and commercial
customers.  A123 was the recipient of a $249 million federal grant
from the Obama administration.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012.
A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Lawyers at Richards, Layton & Finger, P.A., and
Latham & Watkins LLP serve as the Debtors' counsel.  Lazard Freres
& Co. LLC acts as the Debtors' financial advisors, while Alvarez &
Marsal serves as restructuring advisors.  Logan & Company Inc.
serves as the Debtors' claims and noticing agent.  Brown Rudnick
LLP and Saul Ewing LLP serve as counsel to the Official Committee
of Unsecured Creditors.

Prior to the bankruptcy filing, A123 had an agreement to sell an
80% stake in the business to Chinese auto-parts maker Wanxiang
Group Corp.  U.S. lawmakers opposed the deal over concerns on the
transfer of American taxpayer dollars and technology to China.
When it filed for bankruptcy, the Debtors presented a deal to sell
all assets to Johnson Controls Inc., subject to higher and better
offers.  At the auction in December 2012, most of the assets ended
up being sold for $256.6 million to Wanxiang.

Wanxiang America Corporation and Wanxiang Clean Energy USA Corp.
are represented in the case by lawyers at Young Conaway Stargatt &
Taylor, LLP, and Sidley Austin LLP.  JCI is represented in the
case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP.


A123 SYSTEMS: Taps Moody, Famiglietti to Review Financials
----------------------------------------------------------
B456 Systems, Inc., f/k/a A123 Systems, Inc., and its debtor
affiliates seek authority from the U.S. Bankruptcy Court for the
District of Delaware to employ Moody, Famiglietti & Andronico,
LLP, to review the interim financial information of A123 Systems
for the three month period ending Sept. 30, 2012.

According to the Debtors, a review of A123 System's financial
information is necessary for the Company to be able to file with
the U.S. Securities and Exchange Commission the required quarterly
report on Form 10-Q for the quarter ended on Sept. 30, 2012.  The
Debtors relate that they have not filed the Form 10-Q due to the
filing of their Chapter 11 cases.

The Debtors will pay MFA fees between $99,000 and $165,000,
depending on the complexity of the information to be reviewed.

A hearing on the employment application is scheduled for April 30,
2013, at 1:00 p.m.  Objections are due April 23.

                       About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designed,
developed, manufactured and sold advanced rechargeable lithium-ion
batteries and battery systems and provided research and
development services to government agencies and commercial
customers.  A123 was the recipient of a $249 million federal grant
from the Obama administration.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012.
A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Lawyers at Richards, Layton & Finger, P.A., and
Latham & Watkins LLP serve as the Debtors' counsel.  Lazard Freres
& Co. LLC acts as the Debtors' financial advisors, while Alvarez &
Marsal serves as restructuring advisors.  Logan & Company Inc.
serves as the Debtors' claims and noticing agent.  Brown Rudnick
LLP and Saul Ewing LLP serve as counsel to the Official Committee
of Unsecured Creditors.

Prior to the bankruptcy filing, A123 had an agreement to sell an
80% stake in the business to Chinese auto-parts maker Wanxiang
Group Corp.  U.S. lawmakers opposed the deal over concerns on the
transfer of American taxpayer dollars and technology to China.
When it filed for bankruptcy, the Debtors presented a deal to sell
all assets to Johnson Controls Inc., subject to higher and better
offers.  At the auction in December 2012, most of the assets ended
up being sold for $256.6 million to Wanxiang.

Wanxiang America Corporation and Wanxiang Clean Energy USA Corp.
are represented in the case by lawyers at Young Conaway Stargatt &
Taylor, LLP, and Sidley Austin LLP.  JCI is represented in the
case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP.

A123 has filed a liquidating Chapter 11 plan designed to give
holders of $143.75 million in subordinated notes a recovery of
about 65%.  General unsecured creditors with $124 million in
claims are to have the same recovery.  The plan provides for
holders of $35.7 million in senior note claims to be paid in full.


ACCESS STORAGE: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Access Storage of Nevada, LLC
        2922 Red Arrow Dr
        Las Vegas, NV 89135

Bankruptcy Case No.: 13-13123

Chapter 11 Petition Date: April 12, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Richard Mcknight, Esq.
                  THE MCKNIGHT LAW FIRM, PLLC
                  528 S. Casino Center Blvd., #335
                  Las Vegas, NV 89101
                  Tel: (702) 388-7185
                  Fax: (702) 388-4393
                  E-mail: rmcknight@lawlasvegas.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 21 largest unsecured creditors
is available for free at http://bankrupt.com/misc/nvb13-13123.pdf

The petition was signed by Mark Kraft, managing member.


AFFIRMATIVE INSURANCE: Forbearance with Credit Suisse Ends June 1
-----------------------------------------------------------------
Affirmative Insurance Holdings, Inc., and certain of its wholly-
owned subsidiaries entered into a forbearance and waiver agreement
with Credit Suisse, AG, Cayman Islands Branch, as administrative
and collateral agent, under a senior secured credit facility dated
Dec. 31, 2012.

Pursuant to the Forbearance Agreement, Credit Suisse and certain
lenders agreed to forbear from exercising all rights and remedies
with respect to the Company's failure to comply with the leverage,
interest coverage and risk-based capital ratio covenants under the
Credit Facility.

The forbearance granted expires at the close of business on
June 1, 2013, although the forbearance period is subject to
earlier termination upon, among other things, the occurrence of
any default or event of default under the Facility other than
those specified in the Forbearance Agreement.

A copy of the Forbearance Agreement is available at:

                        http://is.gd/h5AT26

                    About Affirmative Insurance

Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets.  Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors.  Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.

The Company's balance sheet at Sept. 30, 2012, showed
$349.9 million in total assets, $474.9 million in total
liabilities, and a stockholders' deficit of $125 million.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $43.6 million on $154.4 million of total revenues,
compared with a net loss of $17.4 million on $197.1 million of
revenues for the same period of 2012.


AGRIPARTNERS LIMITED: Plan Confirmation Hearing Set for May 15
--------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida, Ft. Myers Division, conditionally approved
the disclosure statement explaining Agripartners Limited
Partnership's Chapter 11 Plan of Reorganization and scheduled a
hearing on confirmation of the Plan for May 15, 2013, at 10:00
a.m.  Objections to confirmation are due on or before May 9.

The Plan provides for the following treatment of claims against
the Debtor:

   * Class 1 ? Allowed Secured Real Property Tax Claims totaling
     $12,679, will be paid 100% of the Allowed Amount in equal
     monthly payments, with interest at the statutory rate, over a
     period not to exceed five years from the Petition Date.

   * Class 2 ? Allowed Secured Claim of Investors Warranty of
     America, Inc., as the holder and owner of a promissory note
     and first position mortgage on the Debtor's real property,
     with the claim totaling $79,530,168, will be paid through the
     following:

        (i) Edison Farms will convey the real property it owns
            that is adjacent to the Debtor's real property in Lee
            County, Florida, to IWA.  The value of the adjacent
            parcel with an 11% discounted rate is $38,121,356.

       (ii) The Debtor will seek Court approval to obtain DIP
            Financing up to $1.1 million from Sherwin Real Estate,
            an unrelated entity to the Debtor owned by Lawrence
            Starkman, to make 12 payments to IWA in the amount of
            $20,000, and to fund the costs associated in obtaining
            the required permit to establish the initial phase of
            the mitigation bank credits and sales of TBR credits
            on the Debtor's real property.

      (iii) Commencing after the completion of the Permitting
            Period, the Debtor's net cash flow will first be used
            to fund monthly principal and interest payments to IWA
            up to the amount of $15 million at a fixed rate of
            interest at 2 points above the prime rate as published
            in the Wall Street Journal.  After the sum of $15
            million has been paid to IWA through the Plan, the
            Debtor's net cash flow will first be used to fund the
            payments to Sherwin Real Estate and then to IWA.

   * Class 3 - Allowed Secured Claim of Edison Partners, LLC, will
     be subordinated to all Allowed Claims as set forth in Classes
     1, 2, 4, and 5.

   * Class 4 - Allowed Secured Claim of Ally Auto Finance will be
     paid the full amount of its Allowed Claim over a period of 12
     months with interest at a rate of 5.25% in full satisfaction,
     settlement and release of all Class 4 Claims.

   * Class 5 - Allowed General Unsecured Claims, totaling
     $1,273,796 as of the Petition Date, will be paid the full
     amount of their Allowed Claim in 36 equal monthly payments
     with an interest rate of 5.25% per annum.

   * Class 6 - Allowed Equity Securities will not be entitled to
     receive any distribution under the Plan.

A full-text copy of the Disclosure Statement dated March 15, 2013,
is available for free at:

       http://bankrupt.com/misc/AGRIPARTNERSds0315.pdf

             About Agripartners Limited Partnership

Agripartners Limited Partnership filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 12-19214) in Ft. Myers, Florida on
Dec. 24, 2012.  Philip J. Landau, Esq., at Shraiberg, Ferrara &
Landau, P.A., serves as general bankruptcy counsel; Richard
Hollander, Esq., at Miller & Hollander serves as local counsel.
The Debtor estimated assets of at least $100 million and
liabilities of at least $50 million.


AGRIPARTNERS LIMITED: Access to TLC DIP Loans Further Extended
--------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida, Ft. Myers Division, authorized Agripartners
Limited Partnership to obtain postpetition financing from TLC
Mitigation, LLC, in the aggregate amount not to exceed $40,000 per
month.

The order came following TLC Mitigation's agreement to extend the
postpetition financing in good faith.  TLC Mitigation will be
entitled to a general unsecured claim in the amount of any monies
financed to the Debtor.  Proceeds from the financing will be used
to ensure the Debtor meets its operational needs.

             About Agripartners Limited Partnership

Agripartners Limited Partnership filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 12-19214) in Ft. Myers, Florida on
Dec. 24, 2012.  Philip J. Landau, Esq., at Shraiberg, Ferrara &
Landau, P.A., serves as general bankruptcy counsel; Richard
Hollander, Esq., at Miller & Hollander serves as local counsel.
The Debtor estimated assets of at least $100 million and
liabilities of at least $50 million.

Judge Caryl E. Delano, the judge presiding over the Chapter 11
case of Agripartners Limited conditionally approved the disclosure
statement explaining the Debtor's Chapter 11 Plan of
Reorganization and scheduled a hearing on confirmation of the Plan
for May 15, 2013, at 10:00 AM.  Objections to confirmation are due
on or before May 9.

The Plan provides for the payment of claims of certain creditors
in full with applicable interest rates, except for the claims
filed by Edison Partners, LLC, which will be subordinated to all
other Allowed Claims.  Allowed Equity Securities will not be
entitled to receive any distribution under the Plan.


AHERN RENTALS: Can Pay Fees to Potential Lenders, Counsel
---------------------------------------------------------
Judge Bruce Beesley of the U.S. Bankruptcy Court for the District
of Nevada signed off a final order authorizing Ahern Rentals,
Inc., and its debtor affiliates to pay fees and obligations
incurred by potential exit lenders and its counsel for
reimbursement of expenses and legal costs while the potential
lenders work to provide the Debtors a $350 million exit financing.

Pursuant to a work letter, the Debtors are anticipated to pay
$150,000 to each of Bank of America and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, who will serve as arranger and
bookrunner of the proposed exit financing.  The Debtors are also
anticipated to pay $350,000 to Kay Scholer LLP, which represents
the potential lenders.

Any increase in the anticipated fees must be communicated with the
Official Committee of Unsecured Creditors and the Secondlien
Noteholder Group.

The exit financing will be used to fund proposed payments under
the Debtors' plan.  A competing plan, proposed by junior lenders,
is also on the table for creditors to vote on.  A confirmation
hearing on both Plans will be held on June 3 to 5.

                        About Ahern Rentals

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

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

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

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

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

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

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

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

In December 2012, the Court terminated Ahern's exclusive right to
propose a plan, saying the company failed to negotiate in good
faith after a year in Chapter 11.  Certain holders of the Debtor's
9-1/4% senior secured second lien notes due 2013 proposed in
February their own Plan to complete with Ahern's proposal.  The
Noteholder Group consists of Del Mar Master Fund Ltd.; Feingold
O'Keeffe Capital, LLC; Nomura Corporate Research & Asset
Management Inc.; Och-Ziff Capital Management Group; Sphere
Capital, LLC - Series B; and Wazee Street Capital Management, LLC.
They are represented by Laurel E. Davis, Esq., at Fennemore Craig
Jones Vargas, Kurt A. Mayr, Esq., and Daniel S. Connolly, Esq., at
Bracewell & Giuliani LLP.

In March 2013, the Court approved disclosure materials explaining
both plans.  Ahern and the lenders both propose paying unsecured
claims in full.  The lenders' plan fully pays unsecured creditors
when the plan is implemented.  The Ahern plan pays them over a
year, thus giving unsecured creditors the right to vote only on
the Debtor's plan.

Ahern's Plan offers the junior lenders $160 million cash and new
debt if they accept the plan.  Otherwise, they are slated to
receive all new debt, for eventual full payment.  The lenders'
plan pays all creditors in full other than the $267.7 million in
second-lien debt that converts to equity.

Plan confirmation hearing has been set for June 3 to 5, 2013.  A
copy of the Court-approved scheduling order with respect to the
Plan confirmation hearing is available at http://is.gd/DU27CF


AHERN RENTALS: Has Court OK to Expand Deloitte's Employment
-----------------------------------------------------------
Judge Bruce Beesley of the U.S. Bankruptcy Court for the District
of Nevada authorized Ahern Rentals, Inc., and its debtor
affiliates to expand the scope of Deloitte Financial Advisory
Services, LLP's scope of employment to include financial advisory
services in connection with the confirmation of the Debtors' plan
of reorganization.

As reported by the Troubled Company Reporter on March 27, 2013,
the Debtor previously obtained court permission to employ Deloitte
FAS in lieu of CRG Partners Group LLC as their financial and
restructuring advisor and as their interest rate expert, nunc pro
tunc to April 27, 2012.  The Debtor previously engaged CRG as its
financial and restructuring advisor pursuant to an engagement
agreement dated Dec. 12, 2011.  Thereafter, substantially all of
CRG's assets, including CRG's interests in certain of CRG's
bankruptcy and reorganization consulting engagement letters,
inclusive of the CRG Engagement Agreement, were acquired by
Deloitte FAS on April 27, 2012.

In a court filing dated April 8, 2013, the Debtor said that it
wants to expand Deloitte FAS's scope of employment to include
these services:

      a. assisting the Debtor in its preparation of reports and
         presentations regarding the Debtor's history, business
         plan, and other future and strategic plans;

      b. assisting the Debtor in its preparation and analysis of
         the Debtor's projections, feasibility, and sensitivities
         and any related reports; and

      c. providing a Deloitte FAS partner, principal or director
         to serve as the Debtor's rebuttal expert in connection
         with the noteholder plan proponents' valuation of the
         Debtor.

                        About Ahern Rentals

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

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

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

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

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

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

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

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

In December 2012, the Court terminated Ahern's exclusive right to
propose a plan, saying the company failed to negotiate in good
faith after a year in Chapter 11.  Certain holders of the Debtor's
9-1/4% senior secured second lien notes due 2013 proposed in
February their own Plan to complete with Ahern's proposal.  The
Noteholder Group consists of Del Mar Master Fund Ltd.; Feingold
O'Keeffe Capital, LLC; Nomura Corporate Research & Asset
Management Inc.; Och-Ziff Capital Management Group; Sphere
Capital, LLC - Series B; and Wazee Street Capital Management, LLC.
They are represented by Laurel E. Davis, Esq., at Fennemore Craig
Jones Vargas, Kurt A. Mayr, Esq., and Daniel S. Connolly, Esq., at
Bracewell & Giuliani LLP.

In March 2013, the Court approved disclosure materials explaining
both plans.  Ahern and the lenders both propose paying unsecured
claims in full.  The lenders' plan fully pays unsecured creditors
when the plan is implemented.  The Ahern plan pays them over a
year, thus giving unsecured creditors the right to vote only on
the Debtor's plan.

Ahern's Plan offers the junior lenders $160 million cash and new
debt if they accept the plan.  Otherwise, they are slated to
receive all new debt, for eventual full payment.  The lenders'
plan pays all creditors in full other than the $267.7 million in
second-lien debt that converts to equity.

Plan confirmation hearing has been set for June 3 to 5, 2013.  A
copy of the Court-approved scheduling order with respect to the
Plan confirmation hearing is available at http://is.gd/DU27CF


ALION SCIENCE: Sells $1 Million Common Stock to ESOP Trust
----------------------------------------------------------
Alion Science and Technology Corporation sold approximately $1
million worth of common stock to the Alion Science and Technology
Corporation Employee Ownership, Savings and Investment Trust.  The
price per share to be ascribed to the common stock for this sale
will be determined in a valuation of Alion common stock to be
performed as of March 31, 2013.

The trustee of the ESOP Trust, State Street Bank & Trust Company,
has engaged an independent third-party valuation firm to assist in
establishing a value for Alion's common stock as of March 31,
2013.  Management expects the valuation to be completed by May 14,
2013.

The shares of common stock were sold pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933.

                        About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

Alion Science incurred a net loss of $41.44 million for the year
ended Sept. 30, 2012, a net loss of $44.38 million for the year
ended Sept. 30, 2011, and a net loss of $15.23 million for the
year ended Sept. 30, 2010.

The Company's balance sheet at Dec. 31, 2012, showed
$627.74 million in total assets, $781.79 million in total
liabilities, $108.76 million in redeemable preferred stock, $20.78
million in common stock warrants, and a $283.45 million
accumulated deficit.

                         Bankruptcy Warning

"Our credit arrangements, including our unsecured and secured note
indentures and our revolving credit facility include a number of
covenants.  We expect to be able to comply with our indenture
covenants and our credit facility financial covenants for at least
the next twenty-one months.  If we were unable to meet financial
covenants in our revolving credit facility in the future, we might
need to amend the revolving credit facility on less favorable
terms.  If we were to default under any of the revolving credit
facility covenants, we could pursue an amendment or waiver with
our existing lenders, but there can be no assurance that lenders
would grant an amendment or waiver.  In light of current credit
market conditions, any such amendment or waiver might be on terms,
including additional fees, increased interest rates and other more
stringent terms and conditions materially disadvantageous to us.
If we were unable to meet these financial covenants in the future
and unable to obtain future covenant relief or an appropriate
waiver, we could be in default under the revolving credit
facility.  This could cause all amounts borrowed under it and all
underlying letters of credit to become immediately due and
payable, expose our assets to seizure, cause a potential cross-
default under our indentures and possibly require us to invoke
insolvency proceedings including, but not limited to, a voluntary
case under the U.S. Bankruptcy Code," the Company said in its
annual report for the fiscal year ended Sept. 30, 2012.


AMERICAN AIRLINES: Consolidated Traffic Increased 1% in March
-------------------------------------------------------------
AMR Corporation reported March 2013 consolidated revenue and
traffic results for its principal subsidiary, American Airlines,
Inc., and its wholly owned subsidiary, AMR Eagle Holding
Corporation.

Consolidated capacity and traffic were 0.1% and 1% higher year-
over-year, respectively, resulting in a consolidated load factor
of 82.7%, an increase of 0.7 points versus the same period last
year.

Domestic capacity and traffic were 2.5% and 1.3% lower year-over-
year, respectively, resulting in a domestic load factor of 85.3
percent, 1.1 points higher compared to the same period last year.
International load factor of 80.5% was 0.7 points higher year-
over-year, as traffic increased 4.4% on 3.4 percent more capacity.
The Atlantic entity recorded the highest load factor of 83.2%, an
increase of 4.1 points versus March 2012.

March's consolidated passenger revenue per available seat mile
(PRASM) increased an estimated 0.3 percent versus the same period
last year.  The Company observed a decrease in close-in bookings,
particularly in the second half of the month.  On a consolidated
basis, the company boarded 9.4 million passengers in March.

The Company's detailed results are available at:

                        http://is.gd/oMHpz9

                      About American Airlines

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

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

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

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

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


AMERICAN APPAREL: Successfully Completes Refinancing of Debt
------------------------------------------------------------
American Apparel, Inc., has successfully closed a private offering
of $206 million principal amount of its 13% senior secured notes
due 2020 and has entered into a new $35 million five-year asset-
backed revolving credit facility with Capital One Bank.  The
Company used the net proceeds from the offering of the notes,
together with borrowings under the new revolving credit facility,
to repay in full and terminate its prior credit facilities with
Lion Capital, LLC and Crystal Financial LLC.

"Our new debt arrangements, coupled with improved financial
performance, will provide added flexibility in delivering upon our
operating plan for 2013 and beyond," said Dov Charney, American
Apparel's chairman and chief executive officer.  "We appreciate
the vote of confidence from Capital One and the purchasers of the
notes and the completion of this financing effort will allow us to
further focus our efforts in driving profitability for the benefit
of all of our stakeholders."

"I would like to personally thank Lyndon Lea of Lion Capital for
his un-waivered support as a lender during the last four years,
even when others doubted American Apparel's "Made in USA"
sweatshop-free mission," stated Mr. Charney.  "Also a special
thank you is due to Michael Serruya and to Andy De Francesco of
Delavaco Capital, Inc. in Toronto, for their initial investment
which came at a critical time in 2011, and their continued support
and friendship.  At American Apparel we are focused on leveraging
art, design and innovation to advance our business process, rather
than relentlessly pursuing off shore cheap labor.  We welcome
bondholders to our family of stakeholders, and re-emphasize that
it is our mission to ensure that all stakeholders-customers,
workers, shareholders, suppliers, and now bondholders-have a
positive experience when touched by our business.  We also welcome
Capital One as our new bank, under our new five year agreement
with them, which will greatly reduce our first lien borrowing
costs.  At this juncture it's time to roll up our sleeves and
build American Apparel's future."

"Capital One Bank is pleased to work with American Apparel, a
leading manufacturer, distributor, and retailer of branded fashion
basic apparel, to support the company's recapitalization and
growth strategy," said Michael Burns, Senior Vice President and
Asset Based Lending Regional Manager, Capital One Bank.  "We look
forward to building our relationship with American Apparel to help
position the company for continued market leadership, growth and
success."

Additional information about the transaction is available at:

                       http://is.gd/JVSI6M

                     About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $328.21 million in total
assets, $306.12 million in total liabilities and $22.08 million in
total stockholders' equity.

                            *    *     *

American Apparel, Inc., carries a Caa1 Corporate Family Rating
from Moody's Investors Service and a 'B-' corporate credit rating
from Standard & Poor's Ratings Services.


AMERICAN APPAREL: Lion/Hollywood Holds 16.7% Stake at April 4
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Lion/Hollywood L.L.C. and its affiliates
disclosed that, as of April 4, 2013, they beneficially own
21,606,025 shares of common stock of American Apparel, Inc.,
representing 16.7% of the shares outstanding.  Lion/Hollywood
previously reported beneficial ownership of 17% of the common
shares outstanding as of March 13, 2012.  A copy of the filing is
available for free at http://is.gd/p3FMzU

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $328.21 million in total
assets, $306.12 million in total liabilities and $22.08 million in
total stockholders' equity.


AMERICAN REALTY: Drops McKenna, Hires Pronske as Counsel
--------------------------------------------------------
American Realty Trust, Inc., has filed papers with the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, for the withdrawal of McKenna Long & Aldridge LLP as the
Debtor's Chapter 11 counsel and an application to employ Pronske &
Patel, P.C. as substitute counsel.

The Debtor engaged Pronske & Patel after the case was transferred
to the Northern District of Texas.  As a result, McKenna Long &
Aldridge seeks to withdraw as counsel for the Debtor.

Gerrit M. Pronske, Esq., a shareholder with Pronske, attests that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

On March 7, 2013, Pronske received $50,000 from the Debtor's
principal shareholder, One Realco Corp.  Pronske will charge for
time at its normal billing rates for attorneys and legal
assistants and will request reimbursement for its out-of-pocket
expenses.

The firm can be reached at:

         Gerrit M. Pronske, Esq.
         Jason P. Kathman, Esq.
         PRONSKE & PATEL, P.C.
         2200 Ross Avenue, Suite 5350
         Dallas, TX 75201
         Tel: (214) 658-6500
         Fax: (214) 658-6509
         E-mail: gpronske@pronskepatel.com
                 jkathman@pronskepatel.com

                    About American Realty Trust

Dallas, Texas-based American Realty Trust, Inc., is a subsidiary
of the real estate giant American Realty Investors Inc.  Coping
with a $73 million legal judgment from an apartment purchase that
collapsed more than a decade ago, American Realty Trust, Inc.,
filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-10883)
in Las Vegas on Jan. 26, 2012.  The case was later dismissed on
Aug. 1, 2012, by Judge Mike K. Nakagawa.

Creditors David M. Clapper, Atlantic XIII, LLC, and Atlantic
Midwest, LLC -- Clapper Parties -- sought the dismissal, citing,
among other things, the Debtor has been stripped off of its assets
prepetition and its ownership structure changed 10 days before the
bankruptcy filing in an admitted effort to avoid disclosures to
the Securities and Exchange Commission.

American Realty Trust then filed for Chapter 11 protection (Bankr.
N.D. Ga. Case No. 12-71453) on Aug. 29, 2012, with Bankruptcy
Judge Barbara Ellis-Monro presiding over the case.  The case was
later transferred from Atlanta to Dallas (Bankr. N.D. Tex. Case
No. 13-30891) effective Feb. 22, 2013, at the behest of the
Clapper Parties.  The Clapper Parties, who won a $72 million
judgment against the Debtor, again has sought to move the case to
Forth Worth and reassign the case to Judge Russell Nelms on
grounds that Judge Nelms has experience with the parties and the
issues raised in the dismissal motion filed by the Atlantic
Parties.

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


API TECHNOLOGIES: Incurs $14.4 Million Net Loss in First Quarter
----------------------------------------------------------------
API Technologies Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $14.42 million on $67.15 million of net revenue for the three
months ended Feb. 28, 2013, as compared with net income of
$773,000 on $70.71 million of net revenue for the three months
ended Feb. 29, 2012.

The Company's balance sheet at Feb. 28, 2013, showed $ 381.70
million in total assets, $232.94 million in total liabilities,
$25.23 million in preferred stock, and $123.52 million in
shareholders' equity.

"Our quarter-over-quarter revenue growth and the gross margin
improvement across all of our segments is a reflection of our
differentiated product portfolio and the team's demonstrated
commitment to operational efficiency," said Bel Lazar, President
and Chief Executive Officer of API Technologies Corp.  "The
development and launch of new products has positively contributed
to our strong backlog and sales funnel, which positions us well
for top line growth in fiscal year 2013."

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

                        http://is.gd/HywVl9

                    About API Technologies Corp.

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at www.apitech.com.

For the 12 months ended Nov. 30, 2012, the Company reported a net
loss of $148.70 million, as compared with a net loss of $17.32
million during the prior year.

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies Corp., including its
Caa1 Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
Corp. completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies Corp. to 'B-' from 'B'.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.


ARCAPITA BANK: Files Amended Consensual Plan of Reorganization
--------------------------------------------------------------
Arcapita Bank B.S.C.(c) on April 16 disclosed that the company and
its debtor affiliates, including Arcapita Investment Holdings
Limited, have filed a First Amended Joint Plan of Reorganization
and a related Disclosure Statement in their voluntary chapter 11
cases in the United States.  The amended Plan, which incorporates
a comprehensive, agreement that has the support of the Official
Committee of Unsecured Creditors and an Ad Hoc group of
significant creditors, provides the framework for a comprehensive
restructuring of Arcapita that will maximize recoveries to
creditors and other stakeholders.  The agreements implemented by
the Plan allow for the orderly sale of the portfolio investments
at a time and price that maximizes recoveries for both Arcapita's
creditors and Arcapita's investors, who, in most cases, hold
majority positions in the portfolio investments managed by
Arcapita.  Further, under these agreements, the investments will
continue to be managed by Arcapita investment and deal
professionals.

Atif A. Abdulmalik, Chief Executive Officer of Arcapita said,
"Throughout this process, we have sought to ensure that the value
generated from Arcapita's investment portfolio is maximized.  At
the same time, we have kept our investors' interests foremost in
our minds, and we are pleased to have reached an agreement on
asset dispositions which benefits our investors and our creditors.
We are committed to work diligently to obtain confirmation of the
Plan and emerge from Chapter 11 as quickly as possible.  The Plan,
which is supported by the Official Committee of Unsecured
Creditors and the Ad Hoc group of creditors, is a considerable
step towards achieving this goal."

Marc J. Glogoff, Head of the Credit Restructuring and Advisory
Group, Americas at Barclays and Chairman of the Official Committee
of Unsecured Creditors said, "After considerable negotiation, I am
pleased that the Official Committee of Unsecured Creditors and
Arcapita have agreed to a consensual plan which seeks to maximize
recoveries for both Arcapita's creditors and investors and align
the interests of the relevant stakeholders.  The plan avoids
expensive litigation and facilitates a prompt emergence from
bankruptcy.  I look forward to confirmation and a quick resolution
of these chapter 11 cases."

The provisions of chapter 11 allow Arcapita and its filed
affiliates to continue to operate their businesses and manage
their properties under the direction and control of their Boards
and management.  Thus, until emergence, Arcapita's management team
will continue to conduct business in the ordinary course.

A hearing on approval of the proposed Disclosure Statement related
to the amended Plan is scheduled before the US Court on April 26,
2013, and, thereafter, the amended Plan will be submitted to
creditors for a vote and presented to the US Court for
confirmation.  A confirmation hearing date has not yet been
scheduled.  None of Arcapita's portfolio companies are affected by
this filing.

Arcapita's advisors are Gibson Dunn & Crutcher, Rothschild and
Alvarez and Marsal.

Official Committee of Unsecured Creditors' advisors are Milbank,
Tweed, Hadley & McCloy, Houlihan Lokey, and FTI Consulting.

                      Committee Support

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Arcapita Bank BSC reached an agreement with the
official creditors' committee and a group of lenders on a revised
reorganization plan.  The agreement allowed Arcapita to file a
revised disclosure statement yesterday explaining the modified
plan.  There will be a hearing on April 26 in New York for
approval of disclosure materials, allowing creditors to vote.

The report relates that revisions to the plan in significant part
dealt with who controls and disposes of the assets after
confirmation of the plan.  There will be a new manager company
that will have some of Arcapita's existing senior executives.
After emergence from Chapter 11, Arcapita's activities will be
limited to monetizing the investment portfolio.  There will be no
new investments.

According to the report, the plan is complicated because the
existing capital structure and the capital structure for the
reorganized company both comply with Islamic Shariah financing
regulations.

According to the report, under the plan:

    * Creditors will divide up $550 million in a new unsecured
loan paying the equivalent of 12% interest.  They will also
receive $810 million in Class A preferred stock that will be
senior to new ordinary shares they also will receive.

    * Creditors of Arcapita Bank are to have 15% of the
new loan, 45% of the Class A stock, and 97.5% of
the ordinary shares.

    * Creditors of the holding company, which is a subsidiary of
the bank, would take 85% of the loan, 55% of the Class A stock,
and 2.5% of the ordinary shares.

    * Holders of subordinated claims against the bank will receive
subordinated warrants if other creditor classes don't object.

    * Current shareholders of the bank will retain their stock
unless creditors object.

    * The projected recovery is 67.6% for holders of $1.2 billion
in debt for the syndicated loan and the Arcsukuk facility.  For
general unsecured creditors of the bank, the predicted recovery is
7.7%, and for unsecured creditors of the holding company it's
59.9%.

                        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.


ASPEN GROUP: Has 2.4 Million Shares Resale Prospectus
-----------------------------------------------------
Aspen Group, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the sale
of up to 2,421,429 shares of the Company's common stock which may
be offered by Alvin Fund LLC, Gregg A. Kattine and Powers Private
Equity LLC.

The Company will not receive any proceeds from the sales of shares
of the Company's common stock by the selling shareholders.

The Company's common stock trades on the Over-the-Counter Bulletin
Board under the symbol "ASPU".  As of the last trading day before
the date of this prospectus, the closing price of the Company's
common stock was $0.49 per share.

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

                        http://is.gd/4MWBRn

                         About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88% of the Company's degree-
seeking students (as of June 30, 2012) were enrolled in graduate
degree programs (Master or Doctorate degree program).  Since 1993,
the Company has been nationally accredited by the Distance
Education and Training Council, a national accrediting agency
recognized by the U.S. Department of Education.

Aspen Group incurred a net loss of $6.01 million in 2012, as
compared with a net loss of $2.13 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $3.49 million in total
assets, $2.69 million in total liabilities and $801,755
in total stockholders' equity.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has a net loss allocable to common stockholders
and net cash used in operating activities in 2012 of $6,048,113
and $4,403,361, respectively, and has an accumulated deficit of
$11,337,104 as of December 31, 2012.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.


ATLANTIC COAST: Two Directors Continue to Oppose Planned Merger
---------------------------------------------------------------
Messrs. Jay Sidhu and Bhanu Choudhrie, two of the Company's
directors, delivered an additional letter to the Board of
Directors of Atlantic Coast Financial Corporation reiterating
their concerns regarding the Company's proposed merger with Bond
Street Holdings, Inc.

Messrs. Sidhu and Choudhrie believe that the consideration being
offered to the Company's stockholders is inadequate and the
process undertaken by the Board of Directors in considering and
approving the Merger and Merger Agreement, including its failure
to adequately consider a recapitalization alternative, was
fundamentally flawed.  Messrs. Sidhu and Choudhrie also expressed
concerns about the adequacy and accuracy of the disclosures
included in the March 27 preliminary proxy materials.

On Feb. 13, 2013, Messrs. Sidhu and Choudhrie delivered a notice
to the Secretary of the Company nominating John J. Dolan, Kevin G.
Champagne and Dave Bhasin for election at the 2013 Annual Meeting
of Stockholders.

The Company and its savings bank subsidiary, Atlantic Coast Bank,
entered into an Agreement and Plan of Merger with Bond Street
Holdings, Inc., and its bank subsidiary, Florida Community Bank,
N.A.  Pursuant to the Merger Agreement, the Company will be merged
with and into Bond Street and the Bank will then merge with and
into Florida Community Bank.  The publicly announced terms of the
Merger included a guaranteed payment of $3.00 per share in cash to
the Company's stockholders at the closing of the transaction plus
an additional $2.00 per share to be held in an escrow to indemnify
the Company, Bond Street and others for losses from Company
stockholder claims, whether related to the transactions
contemplated by the Merger Agreement or otherwise.

On March 26, 2013, Messrs. Sidhu and Choudhrie delivered a letter
to the Board of Directors, indicating their intension to vote the
shares they own against the Merger when it is brought to a
stockholder vote.

                        About Atlantic Coast

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.

Atlantic Coast disclosed a net loss of $6.66 million in 2012, as
compared with a net loss of $10.28 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $772.61 million in total
assets, $732.35 million in total liabilities and $40.26 million in
total stockholders' equity.

McGladrey LLP, in Jacksonville, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations that have
adversely impacted capital at Atlantic Coast Bank.  The failure to
comply with the regulatory consent order may result in Atlantic
Coast Bank being deemed undercapitalized for purposes of the
consent order and additional corrective actions being imposed that
could adversely impact the Company's operations.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


BEALL CORP: Court to Consider Adequacy of Disclosures on June 6
---------------------------------------------------------------
The hearing on the proposed Disclosure Statement for debtor Beall
Corporation's Chapter 11 Plan of Liquidation filed April 5, 2013,
will be held on June 6, 2013 at 1:30 p.m.

According to the Disclosure Statement, the Plan is a liquidating
plan.  Most of Debtor's assets have already been sold by the
Debtor, and the proceeds from the sales have been distributed to
its secured creditor, KeyBank National Association, or retained by
the Debtor.  The Debtor's remaining assets will be sold by the
Plan Agent and utilized by Debtor or distributed to Debtor's
creditors in accordance with the Plan.

The Plan provides that all Allowed Administrative Expense Claims,
Priority Tax Claims and Other Priority Claims will be paid in
full.  Administrative Expense Claims will be paid in full on the
Effective Date, and Priority Tax Claims and Other Priority Claims
will be paid in full with interest no later than three years after
the Effective Date.

In addition, the Plan provides that the Allowed Secured Claim of
KeyBank will be paid in full with interest no later than three
years after the Effective Date.

Holders of Allowed General Unsecured Claims will receive a Pro
Rata Distribution of Available Cash promptly following the payment
in full of all Allowed Priority Tax Claims, Other Priority Claims,
and KeyBank's Allowed Secured Claim.

All Equity Interests will be canceled on the Effective Date.
Commencing on the Effective Date, the Debtor will be managed by a
Plan Agent who will be the sole shareholder, director, and officer
of Debtor and who will have full power and authority to manage the
Debtor and carry out the provisions of the Plan.

Subject to any restrictions imposed on Debtor in the Plan, the
Debtor will fund its Plan obligations and its ongoing
expenses and liabilities from its existing Cash (including cash in
the Reserve Account), Cash generated from Avoidance Actions, and
Cash generated from further liquidation of its Assets.

A copy of the Disclosure Statement is available at:

http://bankrupt.com/misc/beallcorp.doc352.pdf

                   About Beall Corporation

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Judge Elizabeth L. Perris presides over the case.  The Debtor has
tapped Tonkon Torp LLP as counsel.  The Debtor disclosed
$14,015,232 in assets and $28,791,683 in liabilities as of the
Chapter 11 filing.

Wabash National Corporation on Feb. 4 successfully closed on its
acquisition of certain assets of Beall's tank and trailer business
for $15 million.

Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
six members to the official committee of unsecured creditors.
Ball Janik LLP represents the Committee.


BEALL CORP: Panel Balks at Keybank Motion on Add'l Sales Proceeds
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Beall Corporation
objects to KeyBank's motion to compel distribution of additional
sales proceeds to KeyBank or, alternatively, to convert the case
to Chapter 7.

According to papers filed with the Court, KeyBank has been paid
the amounts (about $16.3 million) owing on its pre-petition and
DIP loans to the Debtor.  KeyBank is still owed about $5.6 million
on its loans to the Debtor's affiliates, Sector Corporation, St.
Johns Corporation, and Diamond Beall Development Co., LLC.  The
Committee says it understands that the loans to those affiliates
are secured by real estate collateral owned by the affiliates that
is worth many times the $5.6 million, and that the affiliates have
been making payments on their loans such that they are current.
"Nonetheless, KeyBank has demanded payment of those loans based on
the Debtor's previous default in payment of its loans, even though
the Debtor's default has now been cured," the Committee said.

According to the Committee, KeyBank has not pointed to any
Bankruptcy Code provision that requires the Debtor to pay over the
remaining sales proceeds.  "There is no Code provision that
requires it.

The Committee added that KeyBank has not sought relief from the
automatic stay to enforce liens against the sales proceeds and
that KeyBank would not be entitled to such relief if it had
requested it.  "KeyBank is adequately protected many times over by
the affiliates' real estate collateral, and the cash being held by
the Debtor is necessary to an effective reorganization in this
case."

The Committee further notes that KeyBank is only entitled to
adequate protection of its interests.

The Committee cites that KeyBank brings attention to the waivers
that were given in connection with the DIP financing it provided
to the Debtor, as if somehow they require an immediate payment.
"Failing to pay over the remaining sale proceeds is not
inconsistent with any of those waivers or anything else in the DIP
financing orders.  Specifically, the Debtor never committed to pay
over all sale proceeds and the Debtor certainly did not waive its
right to confirm a plan by way of a cramdown.  The Committee notes
that the Court should defer any consideration of the relief
requested by KeyBank until it has conducted a hearing on
confirmation of the Debtor's proposed plan.

As reported in the TCR on April 4, KeyBank National Association
has asked the U.S. Bankruptcy Court for the District of Oregon to
require Beall Corporation to distribute to KeyBank on account of
its remaining approximately $5.6 million secured claim the
available proceeds when and as received from the sale or
liquidation of KeyBank's collateral.

Alternatively, KeyBank wants the Debtor's case converted to
Chapter 7.

                   About Beall Corporation

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Judge Elizabeth L. Perris presides over the case.  The Debtor has
tapped Tonkon Torp LLP as counsel.  The Debtor disclosed
$14,015,232 in assets and $28,791,683 in liabilities as of the
Chapter 11 filing.

Wabash National Corporation on Feb. 4 successfully closed on its
acquisition of certain assets of Beall's tank and trailer business
for $15 million.

Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
six members to the official committee of unsecured creditors.
Ball Janik LLP represents the Committee.


BEAR ISLAND: Committee Seeks to Modify Fees for Deloitte
--------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Bear Island Paper Company, LLC, n/k/a Estate
BIPCO, LLC, seeks authority from the U.S. Bankruptcy Court for the
District of Delaware to modify the monthly compensation to FTI
Consulting, Inc., as the Committee's financial advisors.

The original retention order provides that FTI's compensation
includes a fixed monthly fee of $75,000 per month for the first
three months and $50,000 per month thereafter, plus reimbursement
of actual and necessary expenses incurred by FTI.

The modified monthly compensation proposes to pay FTI
professionals their customary hourly rates nunc pro tunc to
April 1, 2013:

   Senior Managing Director           $790-$895
   Managing Director                  $685-$755
   Director                           $570-$685
   Senior Consultant                  $420-$540
   Consultant                         $290-$390
   Associate                          $220-$235

A hearing on the application will be held on April 24, 2013, at
12:00 p.m.  Objections are due April 23.

                         About Bear Island

Canada-based White Birch Paper Company is the second largest
newsprint producer in North America.  As of Dec. 31, 2009, the
White Birch Group held a 12% share of the North American newsprint
market and employed roughly 1,300 individuals (the majority of
which reside in Canada).  Bear Island Paper Company, L.L.C., is a
U.S.-based unit of White Birch.

Bear Island filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Case No. 10-31202) on
Feb. 24, 2010.  At June 30, 2011, the Company had $141.9 million
in total assets, $153.2 million in total liabilities, and a
stockholders' deficit of $11.3 million.

White Birch filed for bankruptcy protection under Canada's
Companies' Creditors Arrangement Act, before the Superior Court
for the Province of Quebec, Commercial Division, Judicial District
of Montreal, Canada.  White Birch and five other affiliates --
F.F. Soucy Limited Partnership; F.F. Soucy, Inc. & Partners,
Limited Partnership; Papier Masson Ltee; Stadacona Limited
Partnership; and Stadacona General Partner, Inc. -- also sought
bankruptcy protection under Chapter 15 of the U.S. Bankruptcy Code
(Bankr. E.D. Va. Case No. 10-31234).  Jonathan L. Hauser, Esq., at
Troutman Sanders LLP, in Virginia Beach, Virginia Beach, serves as
counsel to White Birch in the Chapter 11 case.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Michael
A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, serve as
counsel to Bear Island.  Jonathan L. Hauser, Esq., at Troutman
Sanders LLP, in Virginia Beach, Virginia, serve as co-counsel to
Bear Island.

AlixPartners LLP serves as financial and restructuring advisors to
Bear Island, and Lazard Freres & Co., serves as investment banker.
Garden City Group is the claims and notice agent.  Jason William
Harbour, Esq., at Hunton & Williams LLP, in Richmond, Virginia,
represents the Official Committee of Unsecured Creditors.

Chief Judge Douglas O. Tice, Jr., handles the Chapter 11 and
Chapter 15 cases.

Bear Island was authorized by the bankruptcy judge in November
2010 to sell the business to a group consisting of Black Diamond
Capital Management LLC, Credit Suisse Group AG and Caspian Capital
Advisors LLC.

Bear Island's Chapter 11 plan was scheduled for approval at a
Feb. 14, 2012 confirmation hearing.  Under the plan proposed
by the subsidiary of Canada's White Birch Paper Co., first- and
second-lien creditors with $424.9 million and $105.1 million in
claims, respectively, are expected to recover between 0.5 percent
and 4 percent.  Unsecured creditors with $1.4 million in claims
are to receive the same dividend.


BEHRINGER HARVARD: Posts $16.6 Million Net Income in 2012
---------------------------------------------------------
Behringer Harvard Short-Term Opportunity Fund I LP filed with
the U.S. Securities and Exchange Commission its annual report on
Form 10-K disclosing net income of $16.65 million on $14.61
million of total revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $50.15 million on $20.50 million of
total revenues in 2011.

The Partnership's balance sheet at Dec. 31, 2012, showed $40.67
million in total assets, $45.79 million in total liabilities and a
$5.12 million total deficit.

On Feb. 11, 2013, the Partnership completed its liquidation
pursuant to a Plan of Liquidation adopted by Behringer Advisors
II, as its General Partner pursuant to its authority under the
Partnership Agreement, which provided for the Partnership's
formation as a liquidating trust for the purpose of completing the
liquidation of the assets of the Partnership.

In furtherance of the Plan, the Partnership entered into a
Liquidating Trust Agreement with the Partnership's General
Partners, Behringer Advisors II, as managing trustee, and CSC
Trust Company of Delaware, as resident trustee.  As of the
Effective Date, each of the holders of limited partnership units
in the Partnership received a pro rata beneficial interest unit in
the Liquidating Trust in exchange for the holder's interest in the
Partnership.

In accordance with the Plan and the Liquidating Trust Agreement,
the Partnership transferred all of its remaining assets and
liabilities to the Liquidating Trust to be administered, disposed
of or provided for in accordance with the terms and conditions set
forth in the Liquidating Trust Agreement.  On the Effective Date,
the Partnership filed a Form 15 with the Securities and Exchange
Commission to terminate the registration of the limited
partnership units in the Partnership under the Exchange Act and
announced it would cease filing reports under that Act.  On March
28, 2013, the Partnership was granted No-Action relief from the
SEC regarding its proposed modified reporting.

Accordingly the Partnership's Managing Trustee will file with the
SEC annual reports on Form 10-K that contain unaudited financial
statements based on the liquidation basis of accounting and
current reports on Form 8-K to disclose material events.

The Liquidating Trust will terminate upon the earliest of (i) the
distribution of all assets in accordance with the terms of the
Liquidating Trust Agreement, or (ii) the expiration of a period of
three years from the Effective Date. The term may be extended
beyond the three year term if the Managing Trustee determines that
an extension is reasonably necessary to wind up the Partnership's
affairs.

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

                        http://is.gd/6Usc6T

                      About Behringer Harvard

Addison, Tex.-based Behringer Harvard is a limited partnership
formed in Texas on July 30, 2002.  The Company's general partners
are Behringer Harvard Advisors II LP and Robert M. Behringer.  As
of Sept. 30, 2011, seven of the twelve properties the Company
acquired remain in the Company's  portfolio.  The Company's
Agreement of Limited Partnership, as amended, provides that the
Company will continue in existence until the earlier of Dec. 31,
2017, or termination of the Partnership pursuant to the
dissolution and termination provisions of the Partnership
Agreement.


BIOLIFE SOLUTIONS: Incurs $1.6 Million Net Loss in 2012
-------------------------------------------------------
BioLife Solutions, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.65 million on $5.66 million of total revenue for
the year ended Dec. 31, 2012, as compared with a net loss of $1.95
million on $2.75 million of total revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $3.17 million
in total assets, $15.65 million in total liabilities and a $12.48
million total shareholders' deficiency.

Peterson Sullivan LLP, in Seattle, Washington, did not issue a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.

Following the 2011 results, Peterson Sullivan LLP, in Seattle,
Washington, expressed substantial doubt about BioLife Solutions'
ability to continue as a going concern.  The independent auditors
noted that the Company has been unable to generate sufficient
income from operations in order to meet its operating needs and
has an accumulated deficit of $54 million at Dec. 31, 2011.

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

                        http://is.gd/cEQxqM

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.


CAPITAL AUTOMOTIVE: Moody's Rates New 2nd Lien Term Loan 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Capital
Automotive's new senior secured 2nd lien term loan. The rating
agency also raised the senior secured credit facility rating to
Ba2 from Ba3 and affirmed the issuer's Ba3 corporate family
rating.

The 2nd lien term loan is guaranteed by the parent, Capital
Automotive LLC, and certain other direct and indirect
subsidiaries. The rating outlook remains stable.

The following rating was assigned with a stable outlook:

Capital Automotive LP -- B1 senior secured 2nd lien term loan.

The following rating was raised with a stable outlook:

Capital Automotive LLC -- Ba2 from Ba3 senior secured credit
facility.

The following rating was affirmed with a stable outlook:

Capital Automotive LLC -- Ba3 corporate family rating.

Ratings Rationale:

According to Moody's, the senior secured 2nd lien term loan is one
notch below the corporate family rating to reflect its relative
junior status and the senior secured term loan is one notch above
to reflect senior status and reduction of leverage by virtue of
the 2nd lien issue. In addition, the senior secured facility
benefits from stronger coverage metrics.

Moody's indicated that the pure triple-net leases, little capex
requirements and long-term leases were key among Capital
Automotive's credit strengths. Furthermore, the company has good
brand and franchise diversity with a portfolio which emphasizes
foreign manufacturers compared to more challenged domestic
producers. As well, financial liquidity is supported by a
manageable principal maturities and amortization of only $185
million through 2016 and an undrawn revolving credit facility.

Conversely, high leverage and high secured debt levels with
commensurately few unencumbered assets limit financial
flexibility. Moreover, Moody's notes that Capital Automotive
maintains concentrated exposure to speculative tenants.

The stable rating outlook reflects the company's consistently high
occupancy and Moody's expectation that the company will continue
to generate steady and predictable cash flows to support its debt
service.

Moody's signaled that the rating could be revisited with a
positive bias should Capital Automotive achieve fixed charge
coverage ratios approaching 1.5x (including amortization) and
lower leverage including net debt/EBITDA closer to 9x. As a
corollary, the firm would also need to maintain liquidity to meet
obligations for at least twelve months.

Moody's also indicated that lower ratings might be warranted
should Capital Automotive encounter sustained deterioration in
fixed charge coverage below 1.2x or portfolio rent coverages below
2x. A decline in leadership causing a 15% decline in EBITDA would
also create negative ratings pressure.

In its last rating action on Capital Automotive, Moody's assigned
a (P)Ba3 senior secured rating to the issuer's new credit
facility. The company's rating outlook was stable.

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

Capital Automotive LLC is headquartered in McLean, Virginia and is
solely focused on providing sale-leaseback capital to the
automotive retail industry, with nearly $3.5 billion invested in
over 450 automotive franchise facilities, and over 16.1 million
square feet of buildings on over 2,700 acres in 36 states.


CASTLE ARCH: Court Rejects Large Part of Geringer's $7MM Claim
--------------------------------------------------------------
Robert Geringer, an actively licensed tax attorney and a veteran
real estate developer, filed proof of claim #27-2 against Castle
Arch Real Estate Investment Company, LLC for more than $7 million
in wages, rent, and indemnification relating to his work as
consultant with the company prior to bankruptcy, and the Chapter
11 Trustee objected to the claim.

According to Bankruptcy Judge Joel T. Marker, conceding that the
evidence to support his claim is largely circumstantial -- the
indemnification that makes up the bulk of the claim was never
reduced to a formal written agreement -- Mr. Geringer testified
that the company's CEO agreed to indemnify Mr. Geringer for his
guaranty obligation and pointed to the company's partial
performance as proof of the indemnity.  But the Chapter 11 Trustee
-- a stranger to these transactions -- is right to be skeptical.
The company's officers were unable to confirm the existence of an
open-ended indemnity, the available documentary evidence does not
sufficiently establish the contours of the agreement, and Mr.
Geringer directly contradicted himself in a sworn statement in a
related state court matter.

The Court conducted a trial of the Chapter 11 Trustee's claim
objection on Feb. 28 and March 1, 2013 and took the matter under
advisement.  After considering the evidence properly before the
Court, assessing the credibility of the witnesses, considering the
arguments of counsel, and conducting an independent review of
applicable law, the Court disallowed most of Mr. Geringer's claim
except for:

     -- the Chapter 11 Trustee's conceded amount of $45,000 on
        the rent claim; and

     -- Mr. Geringer's full asserted amount of $198,146.13 on the
        wage and non-rent expense claim (consisting of $181,667
        for back wages and $16,479.13 for expense reimbursement
        inclusive of prepetition interest).

George B. Hofmann, Esq., and Victor P. Copeland, Esq. --
gbh@pkhlawyers.com and vpc@pkhlawyers.com -- at Parsons Kinghorn
Harris, P.C., in Salt Lake City, represent Robert D. Geringer.

A copy of the Court's April 15, 2013 Memorandum Decision is
available at http://is.gd/sBTwbZfrom Leagle.com.

         About Castle Arch Real Estate Investment Company

Castle Arch Real Estate Investment Company, LLC, in Salt Lake
City, Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case
No. 11-35082) on Oct. 17, 2011, together with several affiliates.
Judge Joel T. Marker presides over the case.  Michael L. Labertew,
Esq. -- michael@labertewlaw.com -- at Labertew & Associates, LLC,
serves as counsel to the Debtor.  In its petition, Castle Arch
Real Estate Investment Company scheduled $2,818,931 in assets, and
$40,863,600 in debts.

The petitions were signed by Trent Waddoups, CEO/president.

The other filing affiliates are CAOP Managers, LLC; Castle Arch
Kingman, LLC; Castle Arch Secured Development Fund, LLC; Castle
Arch Smyrna, LLC; Castle Arch Star Valley, LLC; Castle Arch
Opportunity Partners I, LLC; and Castle Arch Opportunity Partners
II, LLC (Case Nos. 11-35082, 11-35237, 11-35243, 11-35242 and
11-35246, (Substantively Consolidated), Case Nos. 11-35241 and
11-35240, (Jointly Administered).

A chapter 11 trustee has been appointed in the case replacing
management.  Peggy Hunt, Esq., and Chris Martinez, Esq., at Dorsey
& Whitney LLP, in Salt Lake City, Utah, argue for the Chapter 11
Trustee.


CBRE SERVICES: Moody's Affirms 'Ba1' Sr. Secured Bank Debt Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 senior secured bank
credit facility rating, the Ba1 senior unsecured rating and the
Ba2 senior subordinated rating of CBRE Services, Inc. Moody's also
assigned a (P)Ba1 rating to the senior unsecured shelf, a (P)Ba2
to the senior subordinated shelf, and a (P)Ba2 to the subordinated
shelf. The ratings outlook remains stable.

Ratings Rationale:

The stable outlook continues to reflect Moody's expectation that
operating performance and cash flow leverage will improve with the
recovery in commercial property market fundamentals. Moody's
expects net debt to recurring EBITDA to be maintained between 2.0X
and 3.0X over the near term.

A rating upgrade would be predicated upon a permanent reduction in
leverage as defined by net debt to recurring EBITDA below 2.0X
(accounting for CBRE's proportionate share of notes payable),
fixed charge coverage exceeding 4.5X, with the expectation that it
would remain above 4.5X through market cycles, and broader global
diversification. A rating downgrade could occur should net debt to
recurring EBITDA grow beyond 4.0X and fixed charge coverage fall
below 3.0X, both on a sustained basis. Additionally, erosion in
market leadership or a large leveraged acquisition would also
create downward ratings pressure.

The following ratings were affirmed with a stable outlook:

CBRE Services, Inc. -- senior secured bank credit facility at Ba1,
senior unsecured debt at Ba1, and senior subordinate debt at Ba2

The followings ratings were assigned with a stable outlook:

CBRE Services, Inc. -- senior unsecured shelf at (P)Ba1, senior
subordinated shelf at (P)Ba2 and subordinated shelf at (P)Ba2.

Moody's last rating with respect to CBRE Services, Inc. was on
March 5, 2013 when Moody's affirmed the ratings of CBRE Services,
Inc. and assigned a Ba1 rating to the company's proposed
refinancing of its senior bank facility and a Ba1 senior unsecured
rating to the proposed $800 million senior notes. The outlook was
stable.

CBRE Services, Inc. [NYSE: CBG] is the largest global commercial
real estate services and investment firm based on 2012 revenues.
Services provided include commercial property and facilities
management, occupier and property/agency leasing, property sales,
investment management, valuation, commercial mortgage origination
and servicing, capital markets (equity and debt) solutions,
development and proprietary research. CBG is headquartered in Los
Angeles, California, USA, and has approximately 37,000 employees
in over 300 offices worldwide.

CBRE Services, Inc.'s ratings were assigned by evaluating factors
that Moody's considers relevant to the credit profile of the
issuer, such as the company's (i) business risk and competitive
position compared with others within the industry; (ii) capital
structure and financial risk; (iii) projected performance over the
near to intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside CBRE Services, Inc.'s core
industry and believes CBRE Services, Inc.'s ratings are comparable
to those of other issuers with similar credit risk.


CDW LLC: S&P Rates Proposed $1.35-Bil. Senior Secured Debt 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating to CDW LLC's proposed $1.35 billion senior secured credit
facilities due 2020.  The recovery rating is '3', reflecting S&P's
expectation of meaningful (50% to 70%) recovery for senior secured
debt holders in the event of default.  The company intends to use
the proceeds from the term loan to repay in full its existing
$1.3 billion senior secured term loan.

"Our 'B+' corporate credit rating and stable outlook on CDW are
unchanged.  The ratings reflect our view of CDW's "fair" business
risk profile and "aggressive" financial risk profile.  We believe
the company's good market position and consistent EBITDA margins
will enable the company to maintain leverage at or below 5x over
the next 12 months.  Although CDW filed a form S-1 relating to a
proposed initial public offering (IPO) in March 2013, the
registration statement is not yet effective. The timing and amount
of potential IPO proceeds are uncertain at this juncture, and are
not incorporated in the current corporate credit rating and
outlook," S&P said.

Ratings List

CDW LLC
Corporate Credit Rating                          B+/Stable/--

New Rating

CDW LLC
$1.35 Bil. Senior Secured Credit Fac. Due 2020   B+
   Recovery Rating                                3


CELL THERAPEUTICS: Shareholders Meeting Postponed to June 26
------------------------------------------------------------
The 2013 annual meeting of shareholders of Cell Therapeutics,
Inc., has been scheduled for June 26, 2013.  The record date for
the Annual Meeting has been set as the close of business on May 6,
2013.  Because the date of the Annual Meeting has been changed by
more than 30 days from the anniversary of the Company's 2012
annual meeting of shareholders, the deadline for the submission of
proposals by shareholders for inclusion in the Company's proxy
materials relating to the Annual Meeting in accordance with Rule
14a-8 under the Securities Exchange Act of 1934 will be the close
of business on April 19, 2013, which the Company believes is a
reasonable time before it expects to begin to print and send its
proxy materials.  To be eligible for inclusion in the Company's
proxy materials, shareholder proposals must comply with the
requirements of Rule 14a-8 and with the Company's second amended
and restated bylaws.  Those proposals should be delivered to: Cell
Therapeutics, Inc., 3101 Western Avenue, Suite 600, Seattle,
Washington 98121, Attention: Secretary.

The deadline of April 19, 2013 applies only to shareholder
proposals that are eligible for inclusion in the Annual Meeting in
accordance with Rule 14a-8.

                      About Cell Therapeutics

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

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

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

                    Going Concern Doubt Raised

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

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

                        Bankruptcy Warning

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


CELLULAR BIOMEDICINE: To Issue 480,000 Shares Under 2011 Plan
-------------------------------------------------------------
Cellular Biomedicine Group, Inc., filed a Form S-8 with the U.S.
Securities and Exchange Commission to register 480,000 shares of
common stock issuable under the Amended and Restated 2011
Incentive Stock Option Plan.  The proposed maximum aggregate
offering porice is $2.4 million.  A copy of the prospectus is
available for free at http://is.gd/elhIpY

                About Cellular Biomedicine Group

Cellular Biomedicine Group, Inc., formerly known as EastBridge
Investment Group Corp., develops proprietary cell therapies for
the treatment of certain degenerative diseases and cancers.  The
Company's developmental stem cell, progenitor cell, and immune
cell projects are the result of research and development by
scientists and doctors from China and the United States.  The
Company's flagship GMP facility, consisting of eight independent
cell production lines, is designed, certified and managed
according to U.S. standards.  To learn more about CBMG, please
visit: http://www.cellbiomedgroup.com/

Tarvaran Askelson & Company, LLP, in Laguna Niguel, California,
expressed substantial doubt about EastBridge Investment's ability
to continue as a going concern, following its audit of the
Company's financial statements for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred significant losses and that the Company's viability is
dependent upon its ability to obtain future financing and the
success of its future operations.

The Company's balance sheet at Sept. 30, 2012, showed $6.7 million
in total assets, $4.5 million in total liabilities, and
stockholders' equity of $2.2 million.


CENTRAL EUROPEAN: Unveils Initial Results of Dutch Auction
----------------------------------------------------------
Central European Distribution Corporation on April 17 announced
the initial results of the reverse Dutch auction conducted as a
part of its solicitation of votes for its Prepackaged Plan of
Reorganization.

Based on its tabulations, CEDC anticipates that holders of CEDC
Finance Corporation International, Inc.'s 9.125% Senior Secured
Notes due 2016 and 8.875% Senior Secured Notes due 2016 who
submitted bid prices of up to and including $810.00 or EUR810.00,
respectively, should receive a cash payment in exchange for their
2016 Notes (i.e., the Clearing Price as defined in the Offering
Memorandum will be $810.00 or EUR810.00).  CEDC expects that
approximately EUR81 million of Euro 2016 Notes and approximately
$106 million of USD 2016 Notes, equal to an aggregate of
approximately $211 million principal amount of 2016 Notes, would
be repurchased for cash.  CEDC expects that approximately
EUR349 million of Euro 2016 Notes and approximately $274 million
of USD 2016 Notes would remain outstanding and unpurchased and
would receive new secured notes and new convertible notes issued
by CEDC Finance Corporation International, Inc. pursuant to the
Plan. These amounts remain subject to adjustment and confirmation
by CEDC on or about the Distribution Date.

To receive their cash payment, 2016 Noteholders who elected the
cash option must be holders of the 2016 Notes as of March 21, 2013
and the Distribution Date (as defined in the Plan, i.e. the
effective date of the Plan, which CEDC expects to occur as soon as
practicable following the confirmation date).  THEREFORE, TO
RECEIVE THE CASH PAYMENT, A HOLDER OF 2016 NOTES AS OF MARCH 21,
2013 CANNOT TRADE 2016 NOTES PRIOR TO THE DISTRIBUTION DATE.

CEDC FinCo will first accept for exchange all 2016 Notes with a
bid price less than the Clearing Price, and thereafter, 2016 Notes
with a bid price equal to the Clearing Price on a pro rata basis
due to the oversubscription of the cash election.  CEDC expects to
apply the full amount of the $172 million RTL Investment towards
the purchase of 2016 Notes in the cash election and does not
expect any pro rata cash distribution to holders of 2016 Notes
that did not participate in the cash election.  In addition, the
Clearing Price may be further adjusted if 2016 Noteholders who
participated in the cash election are unable to confirm their
holding of 2016 Notes as of the Distribution Date and are
therefore ineligible to receive the cash payment.  In all cases,
appropriate adjustments will be made to avoid purchases of 2016
Notes in principal amounts other than integral multiples of $1,000
or EUR1,000, as applicable.  All 2016 Notes not accepted in the
cash election as a result of proration or as a result of having a
bid price above the Clearing Price as well as 2016 Noteholders
that did not participate in the cash election will not participate
in the cash election and will be deemed to have elected to receive
New Notes.

On April 7, 2013, CEDC commenced voluntary proceedings under
Chapter 11 of the U.S. Bankruptcy Code to seek confirmation of the
Plan.  Following CEDC's first day hearing on April 9, 2013, the
Delaware Bankruptcy Court scheduled a hearing to consider
confirmation of the Plan 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.

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.

The terms of the Plan are described in the Amended and Restated
Offering Memorandum, Consent Solicitation Statement and Disclosure
Statement, dated March 8, 2013, filed as an exhibit to a tender
offer statement on Schedule TO-I/A on March 8, 2013, as amended
and supplemented by Supplement No. 1 to the Offering Memorandum,
dated March 18, 2013, filed as an exhibit to the Form 8-K filed on
March 19, 2013.

                            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.

                           *     *     *

As reported by the Troubled Company Reporter-Europe on April 17,
2013, Standard & Poor's Ratings Services lowered its corporate
credit rating on U.S.-based vodka producer Central European
Distribution Corp. (CEDC) to 'D' from 'SD' (selective default), in
accordance with S&P's criteria.  S&P also lowered its rating on
the company's 2016 notes to 'D' from 'CC' and removed this rating
from CreditWatch with negative implications, where S&P placed it
on June 8, 2012.  The rating on the 2013 notes remains 'D'.  S&P
said that the rating actions follow CEDC's announcement that it
intends to restructure through a prepackaged Chapter 11 plan of
reorganization.


CENTRAL EUROPEAN: Plan Confirmation Hearing Set on May 13
---------------------------------------------------------
Central European Distribution Corporation announced that following
CEDC's first day hearing, which occurred on April 9, 2013, 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.  On April 7, 2013, CEDC commenced voluntary
proceedings under Chapter 11 of the U.S. Bankruptcy Code to seek
confirmation of the Plan.

CEDC also announced today 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.

                            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.


CEVA GROUP: Obtains Waivers & Amendments From Lenders
-----------------------------------------------------
CEVA Group Plc on April 16 disclosed that it has received certain
requested waivers and amendments from the lenders under its senior
secured credit facilities and from the lenders under its U.S.
asset backed loan facility in connection with its previously
announced financial recapitalization plan which if consummated
will reduce substantially CEVA's overall debt and interest costs,
as well as increase liquidity and strengthen its capital
structure.  The Credit Facility lenders have agreed to, among
other things, (a) forbear from exercising certain remedies under
the Credit Facility as a result of certain defaults and other
events, (b) consent to the incurrence, to the extent necessary, of
a senior secured debtor-in-possession credit facility and (c)
waive a change of control provision.  The ABL Facility lenders
have agreed to an amendment to the definition of change of
control.

In addition, CEVA would like to remind eligible holders that in
order to receive the consent fee / early tender fee payable in the
previously announced private exchange offers, which consists of
new common equity interests to be issued by Ceva Holdings LLC with
a value equivalent to 5% of principal amount of indebtedness
tendered, eligible holders of CEVA's 12.75% Senior Notes due 2020,
CEVA's 11.5% Junior Priority Secured Notes due 2018, CEVA's 12%
Second-Priority Senior Secured Notes due 2014 and CEVA's Senior
Unsecured Bridge Loans must validly tender, and not withdraw,
their notes or other debt at or prior to 5:00 p.m., New York City
time, on April 16, 2013.  The valid tender of notes and other debt
in the Exchange Offers requires the simultaneous delivery of all
additional required documents as further described in the
Confidential Offering Memorandum, Consent Solicitation and
Disclosure Statement dated April 3, 2013.  Tendered notes and
other debt may not be withdrawn after the Consent Time.  The
Exchange Offers will expire at midnight, New York City time, on
April 30, 2013, unless terminated, withdrawn earlier or extended.

If the Exchange Offers are consummated, each eligible holder that
validly tenders, and does not validly withdraw, its notes or other
debt prior to the Consent Time shall be eligible to receive a
consent fee or early tender fee consisting of Holdings Common
Shares with a value equivalent to 5% of the principal amount of
indebtedness tendered by such eligible holder (or 0.05 Holdings
Common Shares for each $1,000 principal amount of Second Lien
Notes, Senior Unsecured Notes or Bridge Loans tendered, and
0.06405 Holdings Common Shares for each EUR1,000 principal amount
of Unexchanged Notes tendered).  For eligible holders of Second
Lien Notes, the consent fee represents an incremental 7.6% of
Holdings Common Shares compared to the total number of Holdings
Common Shares and shares of new preferred equity of Holdings
(excluding the consent fee) that is being offered as consideration
in the Exchange Offers to such eligible holders if the Exchange
Offers are consummated.  For eligible holders of Senior Unsecured
Notes, Unexchanged Notes and Bridge Loans, the consent fee / early
tender fee represents an incremental 13.7%, 14.6% and 14.6%,
respectively, of Holdings Common Shares compared to the number of
Holdings Common Shares (excluding the consent fee / early tender
fee) that is being offered as consideration in the Exchange Offers
to such eligible holders if the Exchange Offers are consummated.
The above assumes that the value of one Holdings Common Share is
$1,000, which is based upon the Reorganized Common Equity Value
(as such term is defined in the Offering Memorandum), assuming
100% participation of eligible holders prior to the Consent Time
and that the $256.2 million Rights Offering is fully subscribed.

None of CEVA, Holdings or any other person makes any
recommendation as to whether holders should tender their
securities in the Exchange Offers or provide the consents to the
proposed amendments in the Consent Solicitations, and no one has
been authorized to make such a recommendation.  Holders of
securities should read carefully the Offering Memorandum before
making any decision with respect to the Recapitalization.  In
addition, holders must make their own decisions as to whether to
tender their securities in the Exchange Offers and provide the
related consents in the Consent Solicitations, and if they so
decide, the principal amount of the securities to tender.

The new securities being offered in the Exchange Offers have not
been registered under the U.S. Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of such Act.

The Exchange Offers are being made in the United States only to
holders of securities who are both "qualified institutional
buyers" or institutional "accredited investors" and "U.S. persons"
and outside the United States only to persons other than "U.S.
persons" who are "non-U.S. qualified offerees" (in each case, as
such terms are used in the letter of eligibility).  The Exchange
Offers are made only by, and pursuant to, the terms set forth in
the Offering Memorandum.  The Exchange Offers are subject to
certain significant conditions.  The complete terms and conditions
of the Exchange Offers are set forth in the Offering Memorandum
and other documents relating to the Recapitalization, which have
been distributed to eligible holders of securities.  CEVA and
Holdings have the right to amend, terminate or withdraw the
Exchange Offers and the Consent Solicitations, at any time and for
any reason, including if any of the conditions to the Exchange
Offers is not satisfied.

Documents relating to the Exchange Offers and the Consent
Solicitations, including the Offering Memorandum will only be
distributed to holders of securities who complete and return a
letter of eligibility confirming that they are within the category
of eligible holders for the Exchange Offers and the Consent
Solicitations.  Holders of securities who desire a copy of the
eligibility letter should contact Garden City Group, the exchange
agent for the Exchange Offers, at (855) 454-1733.

                       About CEVA Group Plc

Headquartered in the United Kingdom, CEVA --
http://www.cevalogistics.com-- is a non-asset based supply chain
management company.  The company has approximately 50,000
employees.  With a presence in over 160 countries, it delivers
supply chain solutions across a variety of sectors.  For the year
ending December 31, 2011, CEVA reported revenues on a preliminary
unaudited basis of EUR6.9 billion.

                           *     *     *

As reported by the Troubled Company Reporter on April 10, 2013,
Moody's Investors Service downgraded CEVA Group plc's Corporate
Family Rating and Probability of Default Rating to Caa3 and Ca-PD
from Caa1 and Caa1-PD respectively.  At the same time, Moody's
downgraded CEVA's senior secured ratings to B3 from B1; priority
lien notes to Caa2 from Caa1, junior priority notes to C from
Caa2 and senior unsecured notes to C from Caa3.  Ratings (except
notes rated C) were placed under review for downgrade.  The rating
action follows the company's announcement that it did not make
interest payments due as of April 1, 2013 on the 11.5% junior
priority lien notes due 2018 and 12.75% unsecured notes due 2020.


CHAMPION INDUSTRIES: Hires RAS's T. Boates as CRO
-------------------------------------------------
Champion Industries, Inc., entered into an agreement with RAS
Management Advisors, LLC, providing for the engagement of Timothy
D. Boates of RAS as Chief Restructuring Officer to assist Champion
in dealing with its restructuring process.  Mr. Boates's
responsibilities include directing the management of Champion's
operations, evaluation of Champion's cash and liquidity
requirements, directing the efforts of Champion's management and
employees in connection with any sale or restructuring
initiatives, directing negotiations with and reporting to the
Company's significant creditors, directing all cash management
matters and assisting in the development and implementation of a
plan of reorganization, if appropriate.  Mr. Boates will have full
responsibility for all of Champion's operations, including but not
limited to day to day management, and will report directly to
Champion's board of directors.
  
On April 8, 2013, Champion engaged Timothy D. Boates as its Chief
Restructuring Officer.  Mr. Boates, age 52, is the President of
RAS, a turnaround and management firm.  He has been employed by
RAS for the past 13 years and has been President of that
organization for 5 years.  RAS and Mr. Boates have served as chief
restructuring advisor for Champion since Dec. 28, 2011, pursuant
to Agreement dated Dec. 23, 2011.  Champion has paid RAS a total
of $973,784 through March 30, 2013, under the prior contract for
service as chief restructuring advisor and the reimbursement of
out-of-pocket expenses incurred by RAS.

                      About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Champion Industries' ability to
continue as a going concern following the fiscal 2012 annual
results.  The independent auditors noted that the Company has
suffered recurring losses from operations and has been unable to
obtain a longer term financing solution with its lenders.

The Company reported a net loss of $22.9 million in fiscal 2012,
compared with a net loss of $4.0 million in fiscal 2011.

The Company's balance sheet at Jan. 31, 2013, showed
$43.81 million in total assets, $48.73 million in total
liabilities, and a $4.91 million total shareholders' deficit.


CEREPLAST INC: Shareholders OK Reverse Split of Common Stock
------------------------------------------------------------
Cereplast, Inc., held a special meeting of shareholders on
April 5, 2013, at which the shareholders approved an amendment to
the Articles of Incorporation of the Company to effect a reverse
stock split of the Company's common stock, at a ratio of not less
than one-for-two and not greater than one-for-fifty.  The ration
will be set within that range in the discretion of the Board of
Directors without further approval or authorization of the
Company's shareholders, provided that the Board of Directors
determines to effect the reverse stock split and that amendment is
filed with the Secretary of State of Nevada no later than one year
from the date of the Special Meeting.

The shareholders also approved an amendment to the Articles of
Incorporation of the Company to increase the Company's authorized
shares of common stock from 495,000,000 to 2,000,000,000.

                           About Cereplast

El Segundo, Calif.-based Cereplast, Inc., has developed and is
commercializing proprietary bio-based resins through two
complementary product families: Cereplast Compostables(R) resins
which are compostable, renewable, ecologically sound substitutes
for petroleum-based plastics, and Cereplast Sustainables(TM)
resins (including the Cereplast Hybrid Resins product line), which
replaces up to 90% of the petroleum-based content of traditional
plastics with materials from renewable resources.

The Company's balance sheet at Sept. 30, 2012, showed
$25.4 million in total assets, $22.1 million in total liabilities,
and stockholders' equity of $3.3 million.

                         Bankruptcy Warning

"We have incurred a net loss of $16.3 million for the nine months
ended September 30, 2012, and $14.0 million for the year ended
December 31, 2011, and have an accumulated deficit of $73.2
million as of September 30, 2012.  Based on our operating plan,
our existing working capital will not be sufficient to meet the
cash requirements to fund our planned operating expenses, capital
expenditures and working capital requirements through December 31,
2012 without additional sources of cash.

In order to provide and preserve the necessary working capital to
operate, we have successfully completed the following transactions
in 2012:

   * Entered into an Exchange Agreement with Magna Group LLC
     pursuant to which we agreed to issue to Magna convertible
     notes, in the aggregate principal amount of up to $4.6
     million, in exchange for repayment of our Term Loan with
     Compass Horizon Funding Company, LLC.

   * Obtained a Forbearance Agreement on our semi-annual coupon
     payment due on June 1, 2012 with certain holders of our
     Senior Subordinated Notes to defer payment until December 1,
     2012.

   * Reduced future interest payments through executing an
     Exchange Agreement for $2.5 million with certain holders of
     our Senior Subordinated Notes for conversion of their Notes
     and accrued interest into shares at an exchange rate of one
     share of our common stock for each $1.00 amount of the Note
     and accrued interest.

   * Issued 6,375,000 shares of our common stock to an
     institutional investor in settlement of approximately $1.3
     million of our outstanding accounts payable balances.

   * Completed a Registered Direct offering to issue 1,000,000
     shares of common stock at $0.50 per share for gross proceeds
     of $0.5 million.

   * Obtained unsecured short-term convertible debt financing of
     $0.6 million with additional availability of approximately
     $0.6 million at the lender's sole discretion.

   * Returned unused raw materials to our suppliers in exchange
     for refunds net of restocking charges of approximately $0.3
     million.

Our plan to address the shortfall of working capital is to
generate additional financing through a combination of sale of our
equity securities, additional funding from our new short-term
convertible debt financings, incremental product sales into new
markets with advance payment terms and collection of outstanding
past due receivables. We are confident that we will be able to
deliver on our plans, however, there are no assurances that we
will be able to obtain any sources of financing on acceptable
terms, or at all.

If we cannot obtain sufficient additional financing in the short-
term, we may be forced to curtail or cease operations or file for
bankruptcy," the Company said in its quarterly report for the
period ended Sept. 30, 2012.


CICERO INC: Incurs $315,000 Net Loss in 2012
--------------------------------------------
Cicero Inc. filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss applicable to
common stockholders of $315,000 on $5.99 million of total
operating revenue for the year ended Dec. 31, 2012, as compared
with a net loss applicable to common stockholders of $3.09 million
on $3.25 million of total operating revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $4.51 million
in total assets, $10 million in total liabilities and a $5.48
million total stockholders' deficit.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2012.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

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

                         http://is.gd/DT8hw8

                          About Cicero Inc.

Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.

The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products.  Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.

The Company has extended the maturity dates of several debt
obligations that were due in 2011 to 2012, to assist with
liquidity and may attempt to extend these maturities again if
necessary.  Despite the recent additions of several new clients,
the Company continues to struggle to gain additional sources of
liquidity on terms that are acceptable to the Company.


COACH AMERICA: Bus Operators' Suit Sent to Del. Bankr. Court
------------------------------------------------------------
JAMES JACKSON, on behalf of himself and all others similarly
situated, Plaintiff, v. FENWAY PARTNERS, LLC, LAURA HENDRICKS,
GEORGE MANEY, and DOES 1-20, Defendants, is a putative class
action complaint filed in the Superior Court of the State of
California for the City and County of San Francisco on December 3,
2012.  On January 2, 2013, the Defendants removed the action to
the U.S. District Court for the Northern District of California.
On January 3, 2013, Mr. Jackson filed a first amended complaint.

Mr. Jackson alleges that Fenway employed him as a bus operator,
and he seeks to represent a class of former operators providing
fixed route shuttle services. Mr. Jackson and a number of other
class members who have consented to suit are residents of
California.  According to Mr. Jackson, Fenway failed to provide
meal and rest breaks and failed to pay its operators for all
compensable work, in violation of the Fair Labor Standards Act, 28
U.S.C. Sections 201, et seq., California Labor Code, California
Business and Professions Code Sections 17200, et seq., and the
California Industrial Welfare Commission Order 9-2001.

Fenway is a limited partner of Coach America Group Holdings, L.P.
Holdings is the parent of Coach America Group Holdings II.
Holdings II, in turn, is the parent of Coach Am Group Holdings
Corp.  On January 3, 2012, Coach, Coach America and a number of
other related entities filed voluntary Chapter 11 petitions in the
United States Bankruptcy Court for the District of Delaware. The
Bankruptcy Proceedings are on-going.

Coach employed Mr. Maney as the Debtors' President and Chief
Financial Officer from September 2007 to February 2012, and he was
a member of the Debtors' Board of Directors during that time.
Coach employed Ms. Hendricks as the Debtors' President and Chief
Executive Officer from February 2012 to October 2012, and she was
a member of the Debtors' Board of Directors during that time. Mr.
Maney is a resident of Texas, and Ms. Hendricks is a resident of
Tennessee.

The Defendants have filed a third-party complaint -- FENWAY
PARTNERS, LLC, LAURA HENDRICKS, and GEORGE MANEY, Third-Party
Plaintiffs, v. COACH AM GROUP HOLDINGS, CORP., et al., Third-Party
Defendants -- against Coach America and the other Debtors in which
they allege that Coach America is obligated both expressly and
equitably to indemnify Defendants for any judgment and all costs
incurred in defending the action.

The Defendants and Third-Party Plaintiffs Fenway Partners, Ms.
Hendricks and Mr. Maney filed a motion to transfer the action to
the United States District Court for the District of Delaware,
pursuant to 28 U.S.C. Section 1412, so that it may be referred to
the Bankruptcy Proceedings.

District Judge Jeffrey S. White granted the transfer saying the
home court in the case is the Delaware Bankruptcy Court, the court
in which the Debtor's bankruptcy case is pending. He added that
although Mr. Jackson has not sued the Debtors, the matter is
"related to" the Bankruptcy Proceedings and, thus, the economics
of estate administration weigh in favor of transfer. In light of
the claims for indemnification, judicial efficiency also favors
transfer because all claims can be administered in the same
district, Judge White noted.

A copy of the District Court's April 8, 2013 Order is available at
http://is.gd/JLelC9from Leagle.com.

                      About Coach America

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

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

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

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

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


COMMONWEALTH BIOTECHNOLOGIES: Chapter 11 Plan Takes Effect
----------------------------------------------------------
Commonwealth Biotechnologies, Inc. on April 17 disclosed that its
Plan of Reorganization from Chapter 11 bankruptcy proceedings has
become effective April 15, 2013.

Pursuant to such plan, CBI is currently in the process of
finalizing definitive documentation with HedgePath, LLC, a drug
development company focused on cancer therapies, pursuant to which
HedgePath will contribute the intellectual property assets
relating to its business to CBI in exchange for a new class of
preferred stock representing 90% of the outstanding voting stock
of CBI on a fully-diluted basis.  When the transaction is
consummated, CBI's current shareholders will retain a 10% equity
interest in the new entity and will retain one seat on the Board
of Directors of CBI, which is expected to be renamed HedgePath
Pharmaceuticals, Inc.

"CBI is extremely pleased to announce its exit from Chapter 11
bankruptcy.  This process has been a long and sometimes difficult
one but, in the end, we are very pleased that all legitimate
creditors have been 100% satisfied and, as importantly, that
equity holders have retained significant value in the exciting new
opportunity afforded by our transaction with HedgePath," said
Richard J. Freer, CEO of CBI.  "It is important to note that it is
not at all typical that equity holders survive a bankruptcy
proceeding.  More often, equity, being the last constituency of
interest, is wiped out.  However, with the support of a highly
skilled legal team and the hard work of the Executive Committee of
the Board, we were able to preserve significant assets and find a
great new partner to breathe life back into the company," he
added.

On January 20, 2011, CBI filed for Chapter 11 bankruptcy
protection. Subsequently, CBI divested its Australian operating
entity, Mimotopes, Pty, Ltd and sold its real property holdings in
Chesterfield County, Virginia.  On March 29, 2013, the US
Bankruptcy Court, Eastern District of Virginia, Richmond Division,
entered an order confirming the company's Plan of Reorganization.
The Plan, which was effective April 15, 2013, included the
contribution of certain assets of HedgePath, LLC to CBI with CBI
equity holders retaining a 10% equity interest in the new entity.

                       About HedgePath, LLC

HedgePath, LLC, is a drug development company which is developing
anti-cancer applications for the FDA approved antifungal
pharmaceutical itraconazole.

                About Commonwealth Biotechnologies

Based in Midlothian, Virginia, Commonwealth Biotechnologies, Inc.,
was a specialized life sciences outsourcing business that offered
cutting-edge expertise and a complete array of Peptide-based
discovery chemistry and biology products and services through its
wholly owned subsidiary Mimotopes Pty Limited.

Commonwealth Biotechnologies Inc. filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Va. Case No. 11-30381) on Jan. 20, 2011.
Judge Kevin R. Huennekens presides over the case.  Paula S. Beran,
Esq., at Tavenner & Beran, PLC, represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.

On April 7, 2011, the Bankruptcy Court approved the private sale
of Mimotopes for a gross sales price of $850,000.  The sale closed
on April 29, 2011.  Mimotopes was deconsolidated during the second
quarter of 2011.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Witt Mares, PLC, in
Richmond, Virginia, noted that the Company's recurring losses from
operations and inability to generate sufficient cash flow to meet
its obligations and sustain its operations raise substantial doubt
about its ability to continue as a going concern.

The Company's balance sheet at June 30, 2012, showed $1.20 million
in total assets, $1.79 million in total liabilities, and a
$598,484 total stockholders' deficit.


COMMUNITY FINANCIAL: Incurs $2.5 Million Net Loss in 2012
---------------------------------------------------------
Community Financial Shares, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $2.46 million on $12.39 million of total interest
income for the year ended Dec. 31, 2012, as compared with a net
loss of $11 million on $13.27 million of total interest income in
2011.

The Company's balance sheet at Dec. 31, 2012, showed $355.17
million in total assets, $332.82 million in total liabilities and
$22.35 million in total stockholders' equity.

BKD, LLP, in Indianapolis, Indiana, did not issue a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.

BKD, LLP, in its report on the consolidated financial statements
for the year ended Dec. 31, 2011, noted that the Company has
suffered recurring losses from operations and is undercapitalized
which raises substantial doubt about its ability to continue as a
going concern.

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

                        http://is.gd/j3kbTD

                    About Community Financial

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


COMMUNITY FINANCIAL: Appoints Christopher M. Hurst to Board
-----------------------------------------------------------
The Board of Directors of Community Financial Shares, Inc.,
appointed Christopher M. Hurst to serve as a director of the
Company.  Mr. Hurst was appointed to the Board of Directors of the
Company pursuant to the terms of the Securities Purchase
Agreement, dated as of Nov. 13, 2012, by and between the Company
and the investors identified therein.  As previously disclosed,
effective as of the closing of the transactions contemplated by
the Securities Purchase Agreement, which occurred on Dec. 21,
2012, Donald H. Wilson, Christopher M. Hurst, Daniel Strauss and
Philip Timyan were appointed as advisory directors of the Company
pending the Company's receipt of all regulatory approvals required
to appoint such individuals as directors of the Company.  The
Company has now received the requisite regulatory approvals needed
to appoint Mr. Hurst as a Board member.  In connection with his
appointment as a director, Mr. Hurst was also appointed to serve
on the Audit Committee of the Company's Board of Directors.

                      About Community Financial

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

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

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

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


COMMUNITY SHORES: Reports $267,800 Net Income in 2012
-----------------------------------------------------
Community Shores Bank Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
net income of $267,838 on $8.77 million of interest and dividend
income for the year ended Dec. 31, 2012, as compared with a net
loss of $2.46 million on $10.83 million of total interest and
dividend income in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $204.23
million in total assets, $205.47 million in total liabilities and
a $1.24 million total shareholders' deficit.

Crowe Horwath LLP, in Grand Rapids, Michigan, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred significant recurring operating
losses and is in default of its notes payable collateralized by
the stock of its wholly-owned bank subsidiary.  In addition, the
Company has a deficit in shareholders' equity.  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.
These events raise substantial doubt about the Company's ability
to continue as a going concern.

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

                       http://is.gd/vkeZ4A

                      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.


COMPREHENSIVE CARE: Incurs $6.9 Million Net Loss in 2012
--------------------------------------------------------
Comprehensive Care Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss attributable to common stockholders of $6.99 million on
$68.86 million of managed care revenues for the year ended
Dec. 31, 2012, as compared with a net loss attributable to common
stockholders of $14.08 million on $71.21 million of managed care
revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $6.12 million
in total assets, $29.06 million in total liabilities and a $22.94
million total stockholders' deficiency.

Mayer Hoffman McCann P.C., in Clearwater, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has not generated sufficient cash flows from operations to fund
its working capital requirements.  This raises substantial doubt
about the Company's ability to continue as a going concern.

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

                        http://is.gd/3UcL8W

The filing of the Annual Report was delayed.  In a March 29
notice, Comprehensive Care notified the Securities and Exchange
Commission it would be delayed in the filing of the Annual Report
as it requires additional time to finalize the financial
statements to be included in the Form 10-K.

                       About Comprehensive Care

Tampa, Fla.-based Comprehensive Care Corporation provides managed
care services in the behavioral health, substance abuse, and
psychotropic pharmacy management fields.

Following the 2011 results, Mayer Hoffman McCann P.C., in
Clearwater, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has not generated sufficient cash flows from
operations to fund its working capital requirements.

Comprehensive Care reported a net loss of $14.08 million in 2011,
compared with a net loss of $10.47 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $15.97 million in total
assets, $29.35 million in total liabilities and a $13.37 million
deficit.


CORNERSTONE HEALTHCARE: Moody's Withdraws B2 Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Cornerstone
Healthcare Group Holdings, Inc. including the B2 Corporate Family
Rating and B2-PD Probability of Default Rating.

The following ratings have been withdrawn:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

Senior secured term loan due 2015, B2 (LGD 3, 45%)

Moody's has withdrawn the ratings because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the ratings.

Based in Dallas, TX, Cornerstone Healthcare Group Holding, Inc.
provides post-acute healthcare services in long-term acute care
hospitals. The company focuses on pulmonary medicine, wound
management, medically complex programs and medical rehabilitation.


CPI CORP: Signs $1.6 Million Sale Agreement with Canadian Units
---------------------------------------------------------------
CPI Corp. entered into a Bill of Sale with its wholly-owned
subsidiaries, CPI Canadian Images, an Ontario partnership and
Consumer Programs Incorporated, under which CPI Canada purchased
certain assets of the Company and Consumer Programs Incorporated
related to the Company's business operations in Canada, consisting
primarily of certain equipment, software and other inventory.  The
consideration for these assets was $1,642,221.

CPI Corp, on April 5, 2013, received notice from Sears, Roebuck
and Co. that Sears was terminating the License Agreement dated
Jan. 1, 2009, between Sears, as licensor, and Consumer Programs
Incorporated, and the Company due to the Company's cessation of
operations in numerous Sears stores.  The Company operated all of
its Sears studios in the United States under the License
Agreement.

On April 5, 2013, the Company received notice from Toys "R" Us -
Delaware demanding payment for the $568,443 Maintenance Fee owed
by the Company to TRU under that certain Amended and Restated
License Agreement dated Dec. 23, 2005, by and between TRU and the
Company, as amended.  The notice also stated that pursuant to
Section 7(e) of the TRU License Agreement, the TRU License
Agreement will terminate on April 14, 2013.  The Company operated
most of its Kiddie Kandids studios in the United States under the
TRU License Agreement.  On April 8, 2013, the Company received
notice from Wal-Mart East, LP, Wal-Mart Stores, Inc., Wal-Mart
Stores Louisiana, LLC, and Wal-Mart Stores Texas LP of their
termination of the Lease Agreement by and between the Landlord and
the Company effective as of June 8, 2007.  The Company operated
all of its Wal-Mart studios in the United States under the Wal-
Mart Lease Agreement.  The Landlord terminated the Wal-Mart Lease
Agreement because the Company ceased operations of its studios in
Wal-Mart stores.  The Landlord expects the Company to remove all
of its property from its studios in the Wal-Mart stores and if the
Company fails to remove all property from its locations, then it
would be required to pay Wal-Mart East $8,000 per leased space.

On April 8, 2013, the Company received notice from Wal-Mart Stores
East that the Company is in breach of Section 6.2B of the Master
Relationship Agreement by and between Wal-Mart East and the
Company effective as of June 8, 2007 for ceasing operations of its
stores in Wal-Mart locations.  Wal-Mart East noted that if the
Company did not remove all property from its locations, then it
would be required to pay Wal-Mart East $8,000 per leased space.

On April 3, 2013, the Board of Directors of the Company authorized
the permanent closure of all of its studio and store operations
located in the United States and Puerto Rico effective as
April 3, 2013.  No Canadian studios or stores are expected to be
closed in connection with this action.  As a result of the store
and studio closures, the Company expects to terminate
approximately 4,332 employees and transfer approximately 50
employees to the employment of CPI Corp., an unlimited liability
company organized under the laws of Nova Scotia, CPI Portrait
Studios of Canada Corp., an unlimited liability company organized
under the laws of Nova Scotia, and CPI Canada.

The Company is presently unable to reasonably estimate the costs
that it would expect to incur in connection with these actions.

                         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.


CPI CORP: Bank of America Plans to Foreclose on Collateral
----------------------------------------------------------
CPI Corp. received notice from Bank of America, N.A., as
Administrative Agent for the various financial institution parties
identified as lenders in the Credit Agreement dated as of Aug. 30,
2010, as amended by that certain First Amendment to Credit
Agreement dated Dec. 16, 2011, by and among the Company, the
Agent, the Lenders and certain subsidiaries of the Company, and
the related Guaranty and Collateral Agreement dated Aug. 30, 2010,
that the Agent intends to foreclose upon its security interest in
the all equipment, fixtures, general intangibles and inventory of
the Company and its subsidiaries located in the U.S. and Puerto
Rico.  The Agent intends to foreclose upon its security interest
in the Collateral by private sale of the Collateral on or after
April 18, 2013.  A copy of the notice is available at:

                        http://is.gd/Kr1f83

                          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.


CYCLONE POWER: Obtains $100,000 From JMJ Financial
--------------------------------------------------
Cyclone Power Technologies, Inc., closed the first tranche of a
$500,000 convertible debt financing, consisting of $100,000 paid
to the Company by JMJ Financial.  The next tranche of $100,000 may
be paid at the Lender's choosing within the next 150 days, and
thereafter, the Company and Lender must agree to the timing and
amount of additional tranches.

The seven month Promissory Note bears 12% interest with a 10%
Original Issuance Discount (OID).  The principal amount of the
Note can be converted to common stock of the Company at any time
at a 30% discount to the average of the three lowest closing
prices during the previous 20 trading days, subject to a hard
conversion floor of $0.08 per share.  The Company may prepay the
Note within the first six months.

The Note bears standard price protection provisions should the
Company issue shares at a lower price, as well as piggy-back
registration rights.  There are no warrants or other rights
attached to the Note.  The Note was not registered under the
Securities Act of 1933 (the Act) and was issued pursuant to an
exemption from registration under Section 4(2) of the Act.

                        About Cyclone Power

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

The Company reported a net loss of $23.70 million in 2011,
compared with a net loss of $2.02 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $1.62 million in total
assets, $3.88 million in total liabilities and a $2.25 million
total stockholders' deficit.

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


DENNY'S CORP: Wells Fargo Owned 6.5% Equity Stake at Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wells Fargo & Company disclosed that, as of
Dec. 31, 2012, it beneficially owned 6,134,049 shares of common
stock of Denny's Corporation representing 6.54% of the shares
outstanding.  Wells Fargo previously reported beneficial ownership
of 7,190,151 common shares or a 7.46% equity stake as of Dec. 31,
2011.  A copy of the amended filing is available at:

                         http://is.gd/1JG8Kx

                      About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- is one of America's largest
full-service restaurant chains, based on number of restaurants.
Denny's, through its wholly-owned subsidiary, Denny's Inc., owns
and operates the Denny's brand.  At Dec. 26, 2012, the Denny's
brand consisted of 1,688 franchised, licensed, and company
operated restaurants around the world with combined sales of $2.5
billion, including 1,590 restaurants in the United States and 98
restaurants in Canada, Costa Rica, Mexico, Honduras, Guam,
Cura‡ao, Puerto Rico, Dominican Republic and New Zealand. As of
December 26, 2012, 1,524 of the restaurants were franchised/
licensed, representing 90% of the total restaurants, and 164 were
company operated.

The Company's balance sheet at Dec. 26, 2012, showed $324.88
million in total assets, $329.34 million in total liabilities and
a $4.46 million total shareholders' deficit.

                           *     *     *

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service.


DICKINSON COUNTY HEALTHCARE: Moody's Affirms Ba1 LT Bond Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Dickinson County Healthcare
System's Ba1 long-term bond rating, affecting approximately $21.5
million of Series 1999 fixed rate revenue bonds outstanding. The
outlook remains stable.

Rating Rationale:

The affirmation of the Ba1 rating and stable outlook reflect
DCHS's notably improved operating performance in unaudited fiscal
year (FY) 2012 (6.0% adjusted operating cash flow margin) after
modest performance in FY 2011 (4.0% adjusted operating cash flow
margin) and maintenance of dominant market position. Moody's notes
that DCHS's service area continues to be somewhat challenged and
operating performance through the first two months of FY 2013 were
weak (0.4% operating cash flow margin).

Strengths

- Sole community provider with dominant market position of a
   broad primary service area and very little direct competition
   (management reports DCHS captures approximately 70% inpatient
   market share).

- Notable improvement in operating performance in FY 2012 (6.0%
   adjusted operating cash flow margin).

- Conservatively managed balance sheet with essentially all debt
   in fixed rate mode and 100% of unrestricted cash and
   investments in cash and fixed income securities.

Challenges

- Material capital spending plans in the next two years, which
   are expected to be supported in part by a USDA new money debt
   issuance.

- Location in a small and somewhat challenged service area
   contributes to variable patient volumes and small revenue base
   ($84 million total operating revenues in FY 2012). DCHS is
   somewhat reliant on a handful of physicians, as the top ten
   admitting physicians accounted for 54% of admissions in 2012
   (Moody's notes that the top five admitters are hospitalists,
   which tend to skew the data). Dickinson County is
   characterized by stagnant population trends and the median
   household income level is below the state and national
   averages.

- Underfunded defined benefit pension plan (69% funded ratio) on
   an actuarial accrued liability of $47.6 million at fiscal
   year-end (FYE) 2012. Note that the pension is reported under
   GASB accounting, which understates liabilities compared to
   FASB reporting peers. Management notes that new DCHS hires are
   covered under a defined contribution pension plan.

Outlook

The maintenance of the stable outlook reflects Moody's expectation
that DCHS's improved operating performance in FY 2012 will be
maintained and balance sheet ratios will not weaken after the
issuance of the proposed new debt in 2013.

What Could Make the Rating Go UP

Material volume growth leading to continued strengthening of
operating margins; significantly improved debt coverage and
balance sheet ratios

What Could Make the Rating Go DOWN

Reversion to weaker operating margins leading to thinner debt
coverage and balance sheet ratios; greater than expected increase
in debt without commensurate increase in cash and cash flow

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


DIAL GLOBAL: Amends 2012 Annual Report to Include Info
------------------------------------------------------
Dial Global, Inc., has amended its annual report for the year
ended Dec. 31, 2012, solely for the purpose of including
information that was to be incorporated by reference from the
Company's definitive proxy statement pursuant to Regulation 14A of
the Securities Exchange Act of 1934.

The Company will not file a proxy statement for an annual meeting
of stockholders within 120 days of its fiscal year ended Dec. 31,
2012, and accordingly, is amending and restating in their entirety
Items 10, 11, 12, 13 and 14 of Part III of the Original 10-K.

In addition, pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934, the Company is including with the Amendment
certain currently dated certifications.

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

                         http://is.gd/AF8gyE

                          About Dial Global

Dial Global, Inc., headquartered in New York City, is an
independent, full-service network radio company that distributes,
produces, or syndicates programming and services to more than
8,500 radio stations nationwide.  The Company produces and
distributes over 200 news, sports, music, talk and entertainment
radio programs, services and digital applications, as well as
audio content from live events, turn-key music formats (the 24/7
Radio Formats), prep services, jingles and imaging.  In addition,
the Company is the largest sales representative for independent
third party providers of audio content.  The Company has no
operations outside the United States, but sells to customers
outside of the United States.

Dial Global incurred a net loss of $146.69 million in 2012, as
compared with a net loss of $10.84 million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$340.61 million in total assets, $390.99 million in total
liabilities, $10.78 million in series A preferred stock, and a
$61.16 million total stockholders' deficit.

Ernst & Young LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company would not be in compliance with certain covenants of
its loan agreements.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

                        Bankruptcy Warning

"In the event of any such events of default under our Credit
Facilities which remain uncured and unwaived, our lenders could
declare all outstanding indebtedness to be due and payable and
pursue their remedies under the underlying debt instruments and
the law.  In the event of such acceleration or exercise of
remedies, there can be no assurance that we will be able to
refinance the accelerated debt on acceptable terms, or at all.  As
a result, if an event of default under the Credit Facilities
occurs and results in an acceleration of the Credit Facilities, a
material adverse effect on us and our results of operations would
likely result or we may be forced to (1) attempt to restructure
our indebtedness, (2) cease our operations or (3) seek protection
under applicable state or federal laws, including but not limited
to, bankruptcy laws."


DISH NETWORK: S&P Puts 'BB-' Corp. Credit Rating on Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating, and all other ratings, on Englewood, CO-based
satellite TV provider DISH Network Corp. on CreditWatch with
negative implications.

"The CreditWatch placement reflects the potential that we could
lower our ratings on DISH depending on the financing terms of the
proposed transaction, as well as our view of the combined entity's
business risk profile and financial policy," said Standard &
Poor's credit analyst Michael Altberg.  Under DISH's proposal,
total consideration for Sprint would amount to $25.5 billion,
consisting of $17.3 billion in cash and $8.2 billion in stock.
Considering DISH's cash on hand of about $9.5 billion following
its recent $2.3 billion debt issuance, we believe that pro forma
leverage for the combined entity would be in the high-6x area to
low-7x area in 2013, although we believe this could decline to the
mid-6x area by 2014 based on our expectation for EBITDA
improvement at Sprint.  This estimate does not take into account
further potential network- or spectrum-related investments by
DISH.  Additionally, if DISH were to acquire the remaining stake
in Clearwire Corp. (CCC/Watch Pos/--) that Sprint does not own (as
well as the assumption of about $4.4 billion in Clearwire debt),
fully-adjusted leverage could rise to the mid-7x area in 2013,
declining to the low-7x area in 2014.  These metrics do not
include potential revenue and cost synergies, which would be
recognized over time and subject to integration risks.  Including
DISH's estimate of $11 billion in cost savings, leverage would
still be in the high-5x area to low-6x area in 2014," S&P said.

"We view DISH's existing business risk profile as "fair," given
the mature U.S. pay-TV market, lack of its own triple-play
package, and strong competition from rival DIRECTV and other video
providers.  Our current business risk assessment doesn't
incorporate the potential benefit of a wireless offering.  The
acquisition of Sprint would provide the ability to deliver a
bundled product offering, as well as revenue growth to offset its
flat to declining core video business.  In addition, the combined
entity would have substantial wireless spectrum holdings and the
potential to deliver DISH video content on Sprint's and
Clearwire's existing networks.  However, we currently would not
expect an immediate upward revision of the company's business risk
profile assessment following the proposed merger.  Sprint also has
a "fair" business risk profile given its relatively weak
profitability, significant competition from other wireless
carriers, maturing industry conditions, execution risks related to
its network upgrade, and elevated churn compared with that of its
peers.  Longer term prospects for a positive business risk profile
revision would depend on our view of integration risks, and the
company's ability to realize revenue and cost synergies," S&P
added.

S&P believes there are various scenarios that could still play out
in terms of potential acquisitions and partnerships, or a response
from Softbank, before it gains final clarity on the impact to
DISH's leverage and operating metrics.

S&P expects to resolve the CreditWatch listing when a potential
transaction closes, although it would aim to provide additional
guidance around potential rating outcomes as the company provides
more information and developments unfold.

Currently, S&P believes downgrade potential would be limited to
one notch, but the rating action will ultimately depend on
financing terms, as well as S&P's view of the combined entity's
business risk profile, financial policy, and integration-related
risks.


DOMISTYLE INC: Candle Maker Returns to Chapter 11
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Domistyle Inc., a producer and distributor of scented
candles, is back in Chapter 11, this time under the wing of a
receiver appointed in Texas state court at the behest of secured
lender Frost Bank, owed $21 million.

Known as Laredo Candle when it was part of Home Interiors & Gifts
Inc. under control of a Chapter 11 trustee, the business was sold
for $6.25 million in February 2009.

The new bankruptcy (Bankr. E.D. Tex. Case No. 13-40944) was filed
by the receiver in Sherman, Texas, near the company's Dallas
headquarters.  The receiver is asking the judge for permission to
continue operating the business.

The company's factory and warehouse are in Laredo, Texas.  The
bank sought a receiver after the company exhausted its credit. The
receiver said in a court filing that some of the reporting to the
bank "may have been inaccurate."

The petition shows assets of less than $10 million and liabilities
exceeding $10 million.


DOMISTYLE INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Domistyle, Inc.
        dba Laredo Candle Company
        c/o Milo H. Segner, Jr., Receiver
        1412 Main Street
        Suite 2400
        Dallas, TX 75202

Bankruptcy Case No.: 13-40944

Chapter 11 Petition Date: April 12, 2013

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Davor Rukavina, Esq.
                  MUNSCH HARDT KOPF & HARR, P.C.
                  3800 Lincoln Plaza
                  500 North Akard Street
                  Dallas, TX 75201-6659
                  Tel: (214) 855-7587
                  Fax: (214) 978-5359
                  E-mail: drukavina@munsch.com

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

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

A copy of the list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb13-40944.pdf

The petition was signed by Milo H. Segner, Jr., receiver.


EAST COAST BROKERS: Employs Fowler White as Tax Counsel
-------------------------------------------------------
East Coast Brokers & Packers, Inc. and its affiliates sought and
obtained approval from the U.S. Bankruptcy Court to employ Fowler
White Boggss P.A. as special tax and real estate counsel, nunc pro
tunc to the Petition Date.

The Debtors require the services of special counsel to provide
advice and consulting services in connection wit the Debtors'
business and real estate operations.  In addition, the Debtors
need the services of tax counsel to analyze and liquidate the
anticipated or actual claims of the Internal Revenue Service. The
IRS claims arise against East Coast from the failure to pay
certain 941 taxes and timely file payroll tax returns.

The firm's hourly rates range from $255 to $500.

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast
estimated at least $50 million in assets and liabilities in its
Chapter 11 petition.  Scott A. Stichter, Esq., at Stichter,
Riedel, Blain & Prosser, in Tampa, serves as counsel to the
Debtors.  According to the docket, the Chapter 11 plan and
disclosure statement are due July 5, 2013.


EAST COAST BROKERS: Can Employ Stichter Riedel as Counsel
---------------------------------------------------------
East Coast Brokers & Packers, Inc., et al., sought and obtained
approval from the U.S. Bankruptcy Court to employ Stichter,
Riedel, Blain, Prosser, P.A. as counsel.

The Debtors believe that the firm represents no interest adverse
to the Debtors and is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

The Debtors have agreed to pay Stichter Riedel a reasonable fee
for its services in the case.  The firm has received the
aggregated sum of $60,000 as retainer.

                     About East Coast Brokers

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast
estimated at least $50 million in assets and liabilities in its
Chapter 11 petition.  Scott A. Stichter, Esq., at Stichter,
Riedel, Blain & Prosser, in Tampa, serves as counsel to the
Debtors.  According to the docket, the Chapter 11 plan and
disclosure statement are due July 5, 2013.


EASTMAN KODAK: Enters Into Manufacturing Agreement with UniPixel
----------------------------------------------------------------
Eastman Kodak Company and UniPixel, Inc. have entered into a
manufacturing and supply agreement to produce next-generation
touch sensors based on UniPixel's UniBoss(TM) multi-touch sensor
film.

Under the agreement, Kodak and UniPixel will open a new
manufacturing facility within Eastman Business Park in Rochester
later this year to produce touch screen sensors for the dynamic
and growing touch module market that is predicted to more than
double to $32 billion by 2018.

"Our agreement to this manufacturing and supply chain partnership
with Kodak represents another major milestone in the commercial
roll-out of UniBoss and in scaling up UniPixel's supply chain for
touch module customers," said Reed Killion, UniPixel's president
and chief executive officer.  "Kodak will play a pivotal role in
the immediate, high-capacity scale-up of UniBoss touch sensor
production.  Kodak's unparalleled expertise and core competencies
in materials science, deposition technologies and large-scale
commercialization and manufacturing allow us to vertically
integrate the use of base materials that are utilized in the
manufacturing process, thus offering the most synergistic and
aligned infrastructure in the world as it relates to our flexible
printed electronics."

Antonio M. Perez, Kodak's chairman and chief executive officer,
said: "This agreement with UniPixel is a major advance for Kodak's
functional printing initiative . . .  Functional printing is a key
growth area for Commercial Imaging . . . and Commercial Imaging is
Kodak's future.  In UniPixel, we have linked-up with an innovative
and effective partner, and Kodak brings to the relationship
proprietary technologies that enable printing systems to deposit
materials on a wide variety of substrates with a high degree of
accuracy, precision, repeatability and speed.  With this
agreement, we continue to execute on our strategy to develop a
roadmap of offerings that answers the growing market need for
alternative touch sensor solutions."

UniPixel and Kodak have already begun to construct a state-of-the-
art manufacturing and testing facility with nearly 100,000 square
feet of manufacturing space for the UniBoss roll-to-roll printing
and plating lines.  In 2013, $24 million will be allocated to
improve and equip the facility, which includes the installation of
two printing lines and 15 plating lines. Located in Bldg. 326 of
Kodak's Eastman Business Park, a more than 1,000 acre technology
center and industrial complex, the site provides an established
infrastructure for roll-to-roll manufacturing and offers
significant space for capacity expansion to meet the anticipated
growth and demand for UniBoss touch sensors.

UniBoss offers the unique advantages of metal mesh touch sensors
based on an additive, roll-to-roll, flexible electronics process,
as compared to the traditional subtractive ITO-based and
subtractive ITO replacement-based touch sensor solutions.  These
advantages include higher touch response and sensitivity, superior
touch distinction, better durability, lower power requirements and
extensibility to many sizes and form factors.

As an additive manufacturing process, UniBoss is more efficient
and sustainable, promising lower production costs versus standard
ITO-based touch technology, by way of lower material costs, fewer
steps in the manufacturing process and a more simplified supply
chain.

                       About Eastman Kodak

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

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

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

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

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

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

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

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

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.


EDIFICA INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Edifica Inc.
        PMB 277
        1353 Road 19
        Guaynabo, PR 00966

Bankruptcy Case No.: 13-02850

Chapter 11 Petition Date: April 12, 2013

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

Judge: Edward A. Godoy

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  LAW OFFICE OF CARLOS RODRIGUEZ QUES
                  P.O. Box 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867
                  E-mail: cerqlaw@coqui.net

Sheduled Assets: $996,546

Scheduled Liabilities: $1,476,177

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/prb13-2850.pdf

The petition was signed by Hector Rivera Vega, president.


EDISON MISSION: Wants 10-Month Extension of Exclusivity Period
--------------------------------------------------------------
Edison Mission Energy and its affiliated debtors seek entry of an
order extending their exclusive periods to file a chapter 11 plan
and solicit votes for the plan by 10 months.  The Debtors seek to
extend the exclusive period (a) to file a chapter 11 plan for each
Debtor through and including February 18, 2014, and (b) solicit
acceptances of the plan through and including April 15, 2014.

The Debtors' initial 120-day Exclusive Filing Period is scheduled
to expire April 16, 2013.  The initial 180-day Exclusive
Solicitation Period expires June 15, 2013.

The Debtors said an extension of the Exclusive Periods is
necessary and warranted.  Simply put, the facts and circumstances
of the chapter 11 cases -- including the potential settlement with
Edison International (EIX) and the various milestones included
therein, all of which must be achieved before a chapter 11 plan
could even be proffered -- suggest that a long-term extension of
the Exclusive Periods is appropriate to allow for the completion
of the investigation and the consideration of all strategic
alternatives available to the Debtors before commencing a plan
process.

The Debtors seek a 10-month extension of the Exclusive Periods to
continue to evaluate restructuring initiatives at this infant
stage of the chapter 11 cases and begin to move forward, hand in
hand with their major creditor constituencies, on a path to
maximize the value of the Debtors' estates.  The Debtors submit
that all parties will be best served by an extension of the
Exclusive Periods, which will avoid needless distraction and
provide the appropriate environment for the major stakeholders in
these chapter 11 cases to work collaboratively toward a value-
maximizing restructuring.  To that end, a meaningful extension of
the Exclusive Periods -- as opposed to piecemeal or incremental
extensions will ensure that all parties in interest can focus on
the more important elements of these chapter 11 cases and work
collaboratively to achieve the common goal of maximizing value.

                       About Edison Mission

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

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

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

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

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

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

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

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


ELBIT IMAGING: Giroa Erdinast Appointed as Observer Trustee
-----------------------------------------------------------
At the consent of Bank Hapoalim B.M., Mr. Mordechay Zisser and
Europe Israel (MMS) Ltd., the Tel Aviv District Court has
appointed Adv. Giroa Erdinast as an Observer Trustee on behalf of
the Court with regards to the shares of Elbit Imaging Ltd. held by
Europe Israel (MMS) Ltd.  The Observer will also secure Europe
Israel's obligations under the loan agreement with the Bank and
monitor the negotiations regarding a restructuring of the
outstanding indebtedness of the Company.

On Feb. 26, 2013, the Company's controlling shareholder, Europe-
Israel and Mr. Zisser, have notified the Company that Europe
Israel has filed with the Tel Aviv District Court a request for an
arrangement with creditors under Section 350 of the Israeli
Companies Law.  This action follows a notice received by Europe
Israel from Bank Hapoalim of an alleged breach of a loan agreement
between the Bank and Europe Israel, and demanding an immediate
repayment.

On Feb. 28, 2013, Europe Israel and Mr. Zisser, have notified the
Company that the Bank has taken legal action to foreclose on its
liens on the assets of Europe Israel, including the Company's
shares held by Europe Israel, securing Europe Israel's obligations
under the loan agreement with the Bank.

The temporary foreclosure proceedings was cancelled.

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

The Company reported a net loss of NIS 455.5 million on
NIS 734.3 million of total revenues and gains in 2012, compared
with a net loss of NIS 247.0 million on NIS 586.9 million of total
revenues and gains in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
NIS 7.094 billion in total assets, NIS 5.673 billion in total
liabilities, and shareholders' equity of NIS 1.421 billion.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about Elbit Imaging's ability to continue as a
going concern.

The Certified Public Accountants noted that in the period
commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to
repay its debenture holders NIS 599 million (principal and
interest).  "Said amount includes NIS 82 million originally
payable on Feb. 21, 2013, that its repayment was suspended
following a resolution of the Company's Board of Directors.  The
Company's Board also resolved to suspend any interest payments
relating to all the Company's debentures.  In addition, as of
Dec. 31, 2012, the Company failed to comply with certain financial
covenants relating to bank loans in the total amount as of such
date of NIS 290 million.


EMPIRE RESORTS: Has Standby Purchase Pact with Largest Investor
---------------------------------------------------------------
Empire Resorts, Inc., and Kien Huat Realty III Limited, the
Company's largest stockholder, entered into a standby purchase
agreement in connection with the Company's proposed rights
offering for which the Company submitted a registration statement
to the Securities and Exchange Commission on April 2, 2013.

Pursuant to the Standby Purchase Agreement, and assuming the
Company commences the Rights Offering, Kien Huat agreed to
exercise in full its basic subscription rights granted pursuant to
the Rights Offering within ten days of its grant.  In addition,
Kien Huat agreed it would exercise all rights not otherwise
exercised by the other holders in the Rights Offering to acquire
up to one share less than 20% of the Company's issued and
outstanding common stock prior to the commencement of the Rights
Offering.  The Company will pay Kien Huat a fee of $40,000 for the
shares purchased by Kien Huat in excess of its basic subscription
rights pursuant to the Standby Purchase Agreement.  In addition,
the Company will reimburse Kien Huat for its expenses related to
the Standby Purchase Agreement in an amount not to exceed $40,000.
Consummation of the Standby Purchase Agreement is subject to the
usual and customary closing conditions.

The Company plans to distribute to its common stock holders and
Series B Preferred Stock holders one non-transferable right to
purchase one share of common stock at a subscription price of
$1.8901 per share for each five shares of common stock owned, or
into which their Series B Preferred Stock is convertible, on
April 8, 2013, the record date for the Rights Offering.  In
addition to being able to purchase their pro rata portion of the
shares offered based on their ownership as of April 8, 2013,
stockholders may oversubscribe for additional shares of common
stock.  The Company filed the Registration Statement covering the
transaction and the distribution of rights and commencement of the
Rights Offering is expected to occur promptly following the
effectiveness of that Registration Statement.

A copy of the Standby Purchase Agreement is available for free at:

                        http://is.gd/NXZnum

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$2.26 million in 2012, as compared with a net loss applicable to
common shares of $1.57 million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $52.44
million in total assets, $27.63 million in total liabilities and
$24.81 million in total stockholders' equity.


EMPIRE RESORTS: Kien Huat Agrees to Exercise subscription Rights
----------------------------------------------------------------
Empire Resort, Inc., on April 3, 2013, filed with the Securities
and Exchange Commission a registration statement covering on Form
S-1 with respect to a grant at no charge to the holders of Common
Stock and Series B Preferred Stock of non-transferable
subscription rights to purchase one share of Common Stock at a
subscription price of $1.8901 per Common Share for each five
shares of Common Stock owned, or into which the Series B Preferred
Stock is convertible.  Each subscription right will entitle its
holder to purchase one share of Common Stock (subject to
adjustment based on the number of shares outstanding on the record
date) at the Subscription Price.

In connection with the 2013 Rights Offering, Kien Huat reached an
agreement in principle with the Issuer for the execution of a
standby purchase agreement whereby Kien Huat would exercise the
subscription rights it receives pursuant to the 2013 Rights
Offering within ten days of grant.  In addition, Kien Huat would
exercise all rights not otherwise exercised by the other holders
in the 2013 Rights Offering to acquire up to one share less than
20% of the Issuer's issued and outstanding Common Stock on the
date of such purchase.  However, that agreement in principle is
not binding and Kien Huat is not legally obligated to exercise
those rights until a standby purchase agreement is executed by the
parties.

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts disclosed a net loss applicable to common shares of
$2.26 million on $71.97 million of net revenues for the year ended
Dec. 31, 2012, as compared with a net loss applicable to common
shares of $1.57 million on $70.19 million of net revenues during
the prior year.

The Company's balance sheet at Dec. 31, 2012, showed
$52.44 million in total assets, $27.63 million in total
liabilities and $24.81 million in total stockholders' equity.


ENERGY FUTURE: Completes Internal Corporate Transactions
--------------------------------------------------------
On April 1, 2013, Energy Future Holdings Corp., received a private
letter ruling from the Internal Revenue Service in which the IRS
ruled that upon the consummation of certain internal corporate
transactions involving EFH Corp. and Energy Future Competitive
Holdings Company, the excess loss account ("ELA") and a deferred
intercompany gain ("DIG") that were reflected in the tax basis of
the EFCH stock held by its parent company, EFH Corp., would be
eliminated without causing the recognition of tax gain or loss.
On April 15, 2013, EFH Corp. and EFCH completed the Transactions,
resulting in the elimination of the DIG and the ELA.

In connection with the Transactions, (i) EFH Corp. contributed all
of the EFCH Stock to a newly formed wholly-owned subsidiary, EFH2
Corp., (ii) EFCH was converted from a Texas corporation into a
Delaware limited liability company and was renamed "Energy Future
Competitive Holdings Company LLC" and (iii) EFH Corp. merged with
and into EFH2, with the separate corporate existence of EFH Corp.
having ceased and EFH2 continuing as the surviving corporation in
the Merger.  In connection with the Merger, the Surviving Corp.
was renamed "Energy Future Holdings Corp."

The Surviving Corp.'s directors and officers upon consummation of
the Merger are the same as EFH Corp.'s directors and officers
prior to the consummation of the Merger.  Likewise, EFCH's
managers and officers upon consummation of the Conversion are the
same as its directors and officers prior to the consummation of
the Conversion.  Immediately after the consummation of the Merger,
each of the Surviving Corp. and EFCH had, on a consolidated basis,
the same assets, businesses and operations as EFH Corp. and EFCH
had, respectively, immediately prior to the consummation of the
Merger.  The Transactions had no, and will have no, effect on the
Surviving Corp.'s or EFCH's  results of operations, liquidity or
financial statements.

As a result of the Merger, the Surviving Corp. became the
successor issuer to EFH Corp. pursuant to Rule 414 under the
Securities Act of 1933, as amended, and Rule 12g-3(a) of the
Securities Exchange Act of 1934, as amended.

On April 15, 2013, in connection with the Transactions, the
Surviving Corp. entered into:

* the Second Supplemental Indenture, dated as of April 15, 2013,
   between the Surviving Corp. and The Bank of New York Mellon
   Trust Company, N.A., as trustee, to the Indenture, dated as of
   Nov. 1, 2004, as supplemented and amended by the Supplemental
   Indenture, dated as of July 1, 2010, between EFH Corp. and the
   Trustee, governing EFH Corp.'s 5.55% Series P Senior Notes due
   Nov. 15, 2014;

* the Second Supplemental Indenture, dated as of April 15, 2013,
   between the Surviving Corp. and the Trustee, to the Indenture,
   dated as of Nov. 1, 2004, as supplemented and amended by the
   Supplemental Indenture, dated as of Dec. 5, 2012, between EFH
   Corp. and the Trustee, governing EFH Corp.'s 6.50% Series Q
   Senior Notes due Nov. 15, 2024;

* the Second Supplemental Indenture, dated as of April 15, 2013,
   between the Surviving Corp. and the Trustee, to the Indenture,
   dated as of Nov. 1, 2004, as supplemented and amended by the
   Supplemental Indenture, dated as of Dec. 5, 2012, between EFH
   Corp. and the Trustee, governing EFH Corp.'s 6.55% Series R
   Senior Notes due Nov. 15, 2034;

* the Fifth Supplemental Indenture, dated as of April 15, 2013,
   among the Surviving Corp., the guarantors named on the
   signature page thereto, and the Trustee, to the Indenture,
   dated as of Oct. 31, 2007, as supplemented and amended by the
   Supplemental Indenture, dated as of July 8, 2008, the Second
   Supplemental Indenture, dated as of Aug. 3, 2009, the Third
   Supplemental Indenture, dated as of July 29, 2010, and the
   Fourth Supplemental Indenture, dated as of Oct. 18, 2011, among
   EFH Corp., the Guarantors and the Trustee, governing EFH
   Corp.'s 10.875% Senior Notes due 2017 and 11.250%/12.000%
   Senior Toggle Notes due 2017;

* the Second Supplemental Indenture, dated as of April 15, 2013,
   between the Surviving Corp. and the Trustee, to the Indenture,
   dated as of Nov. 16, 2009, as supplemented and amended by the
   Supplemental Indenture, dated as of Jan. 25, 2013, among EFH
   Corp., the guarantors named on the signature pages thereto and
   the Trustee, governing EFH Corp.'s 9.75% Senior Secured Notes
   due 2019; and

* the Ninth Supplemental Indenture, dated as of April 15, 2013,
   between the Surviving Corp. and the Trustee, to the Indenture,
   dated as of Jan. 12, 2010, as supplemented and amended by the
   First Supplemental Indenture, dated as of March 16, 2010, the
   Second Supplemental Indenture, dated as of April 13, 2010, the
   Third Supplemental Indenture, dated as of April 14, 2010, the
   Fourth Supplemental Indenture, dated as of May 21, 2010, the
   Fifth Supplemental Indenture, dated as of July 2, 2010, the
   Sixth Supplemental Indenture, dated as of July 6, 2010, the
   Seventh Supplemental Indenture, dated as of July 7, 2010, and
   the Eighth Supplemental Indenture, dated as of Jan. 25, 2013,
   among EFH Corp., the guarantors named on the signature pages
   thereto and the Trustee, governing EFH Corp.'s 10.000% Senior
   Secured Notes due 2020.

Pursuant to the terms of the Series P Notes Supplemental
Indenture, the Series Q Notes Supplemental Indenture, the Series R
Notes Supplemental Indenture, the LBO Notes Supplemental
Indenture, the 9.75% Notes Supplemental Indenture and the 10.000%
Notes Supplemental Indenture, the Surviving Corp. assumed all of
the obligations of EFH Corp. under the Series P Notes Indenture,
the Series Q Notes Indenture, the Series R Notes Indenture, the
LBO Notes Indenture, the 9.75% Notes Indenture and the 10.000%
Notes Indenture, respectively, and under the applicable notes
issued thereunder.  The Surviving Corp. also assumed all of the
obligations of EFH Corp. under the Registration Rights Agreement
relating to the LBO Notes Indenture and the 10.000% Notes
Indenture, and Energy Future Intermediate Holding Company LLC, a
direct subsidiary of EFH Corp., and EFCH each confirmed that its
respective guarantee of EFH Corp.'s obligations under the LBO
Notes Indenture, the notes issued thereunder and the LBO Notes
Registration Rights Agreement will apply to the Surviving Corp.'s
obligations under the LBO Notes Indenture, the LBO Notes and the
LBO Notes Registration Rights Agreement.

                         About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

Energy Future incurred a net loss of $3.36 billion on $5.63
billion of operating revenues for 2012.  This follows net losses
of $1.91 billion in 2011 and $2.81 billion in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $40.97
billion in total assets, $51.89 billion in total liabilities and a
$10.92 billion total deficit.

The Company said in its Form 10-K for the year ended Dec. 31,
2012, "A breach of any of these covenants or restrictions could
result in an event of default under one or more of our debt
agreements at different entities within our capital structure,
including as a result of cross acceleration or default provisions.
Upon the occurrence of an event of default under one of these debt
agreements, our lenders or noteholders could elect to declare all
amounts outstanding under that debt agreement to be immediately
due and payable and/or terminate all commitments to extend further
credit.  Such actions by those lenders or noteholders could cause
cross defaults or accelerations under our other debt.  If we were
unable to repay those amounts, the lenders or noteholders could
proceed against any collateral granted to them to secure such
debt.  In the case of a default under debt that is guaranteed,
holders of such debt could also seek to enforce the guarantees.
If lenders or noteholders accelerate the repayment of all
borrowings, we would likely not have sufficient assets and funds
to repay those borrowings.  Such occurrence could result in EFH
Corp. and/or its applicable subsidiary going into bankruptcy,
liquidation or insolvency."


ENERGY FUTURE: Accused of Pocketing $500MM in Phantom Taxes
-----------------------------------------------------------
Oncor, the North Texas electric utility, collects more than $200
million annually from its customers for federal income taxes --
even though neither Oncor nor its majority owner currently pay
income taxes to the federal government.

These are the findings of a new snapshot report from the Texas
Coalition for Affordable Power (TCAP), which concludes that
Oncor's parent, the financially beleaguered Energy Future
Holdings, has pocketed more than $500 million in "phantom taxes"
paid by Oncor's customers since 2008.  EFH is able to access and
use the money to stave off creditors.

Although the practice is legal, TCAP concludes that it should be
reformed.  Unfortunately, legislation pending at the state Capitol
could increase the payment of phantom taxes by other utility
customers in the future, TCAP reports.

"EFH's financial problems already are placing a multi-million
dollar burden on north Texas electricity customers -- in the form
of phantom taxes," said Randy Moravec, executive director of TCAP.
"Money that utilities collect for federal taxes should be used for
taxes.  Otherwise, ratepayers are twice burdened -- once by paying
taxes that are not paid to the treasury, and second by a growing
national debt for which taxpayers are ultimately responsible."

The TCAP report includes a number of findings:

-- Customers of Oncor paid more than $230 million in 2012 for
federal income taxes and slightly smaller amounts in previous
years.  However, the utility pays no federal income taxes and its
majority owner -- Energy Future Holdings, which does file a return
-- has not paid federal income taxes since at least 2008.

-- Oncor customers have paid more than $500 million in phantom
taxes since 2008.  The value of these phantom taxes currently
average about $30 per year for residential customers.

-- Because EFH faces possible bankruptcy or restructuring in the
near term, these phantom taxes may never be remitted to the
federal treasury.

-- Under state law, regulators have the ability to mitigate the
payment of phantom taxes when setting utility rates.  However,
legislation pending at the state Capitol would deprive regulators
of this discretion -- potentially leading to the unfair payment of
even more phantom taxes in the future.

The snapshot report references federal Securities and Exchange
Commission filings, Public Utility Commission regulatory filings,
and describes pending legislation that could lead to further
phantom tax payments in the future.

TCAP recommends that money collected from ratepayers for federal
taxes should be used to pay federal taxes -- or the utilities
should not collect the money at all.  In the alternative, the
Texas Public Utility Commission should retain the discretion to
apply special adjustments to mitigate phantom tax payments by
utility customers.  Any legislation to limit this authority should
be rejected.

The report can be found at http://is.gd/MInXF1

                            About TCAP

TCAP is a coalition of more than 160 cities and other political
subdivisions that purchase electricity in the deregulated market
for their own governmental use.  Because high energy costs can
impact municipal budgets and the ability to fund essential
services, TCAP, as part of its mission, actively promotes
affordable energy policies.  High energy prices also place a
burden on local businesses and residences.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

                           *     *     *

As reported by the TCR on Aug. 15, 2012, Moody's downgraded the
Corporate Family Rating (CFR) of EFH to Caa3 from Caa2 and
affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4
Speculative Grade Liquidity Rating.  The downgrade of EFH's CFR to
Caa3 from Caa2 reflects the company's financial distress and
limited financial flexibility.

In the Feb. 1, 2013, edition of the TCR, Fitch Ratings has lowered
the Issuer Default Ratings (IDR) of Energy Future Holdings Corp
(EFH) and Energy Future Intermediate Holding Company LLC (EFIH) to
'Restricted Default' (RD) from 'CCC' on the conclusion of the debt
exchange and removed the Rating Watch Negative.

As reported by the TCR on Feb. 4, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit ratings on EFH, EFIH,
TCEH, and Energy Future Competitive Holdings Co. (EFCH) to 'CCC'
from 'D' following the completion of several debt exchanges, each
of which S&P considers distressed.


FAIRFIELD SENTRY: Bankruptcy in Virgin Islands Upheld
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to an opinion April 16 from the U.S. Court
of Appeals in Manhattan, although Fairfield Sentry Ltd. and
affiliated funds were managed from New York, their primary
bankruptcy is properly in the British Virgin Islands.

According to the report, the 32-page opinion by Chief Circuit
Judge Dennis Jacobs ruled that the date of commencement of
bankruptcy is the "relevant time period" for "determining which
jurisdiction predominates."  He said the process is "subject to an
inquiry into whether the process has been manipulated."

The opinion "makes it clear that liquidators of offshore funds
will not be summarily precluded from access" to U.S. courts,
attorney David Molton of Brown Rudnick LLP in New York said in an
e-mailed statement.  Molton, who represented the liquidators in
the appeals court, said that being thrown out of court was "a fear
that arose from some earlier lower court cases."

The report relates that Judge Jacobs upheld the district court,
which in turn upheld an opinion from July 2010 by U.S. Bankruptcy
Judge Burton R. Lifland, who overruled objection from some
investors contending Fairfield Sentry's primary bankruptcy should
be in the U.S.  Judge Lifland concluded that the nerve center for
the funds was offshore because the funds separated from the former
manager in New York months before the commencement of the Chapter
15 case.  The business operations of the fund, according to Judge
Lifland, shifted to the British Virgin Island when the liquidators
were appointed.

The Fairfield Sentry funds were among the debris washing ashore in
December 2008 when the Madoff Ponzi scheme blew up.  Liquidation
proceedings didn't begin in the British Virgin Islands until July
2009.  The liquidators sought Chapter 15 relief in the U.S. in
June 2010.

Following a 2010 decision by the U.S. Court of Appeals in New
Orleans called Ran, Judge Jacobs said the verb tense in the
statute requires looking to the date of initiation of the Chapter
15 case to ascertain the bankrupt company's "center of main
interests," or Comi.  He said "there is no support" for the
argument that a "debtor's entire operational history should
be considered."  To ensure the bankrupt company can't manipulate
the center of main interest, Judge Jacobs said the court "may also
look at the time period between the initiation of the foreign
liquidation proceeding and the filing of the Chapter 15 petition."
The appeals court rejected creditors' argument that allowing the
foreign court to take the lead was "manifestly contrary" to U.S.
public policy because many court papers in the Virgin Islands
aren't publicly available.  Judge Jacobs said "confidentiality of
BVI bankruptcy proceedings does not offend U.S. public policy."

The appeal is Morning Mist Holdings Ltd v. Krys (In re Fairfield
Sentry Ltd.), 11-4376, U.S. Court of Appeals for the Second
Circuit (New York). The appeal in district court was In re
Fairfield Sentry Ltd., 10-07311, U.S. District Court, Southern
District of New York (Manhattan).

                      About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.  Fairfield Sentry and other Greenwich funds had among the
largest exposures to the Bernard L. Madoff fraud.

Fairfield Sentry Limited filed for Chapter 15 protection (Bankr.
S.D.N.Y. Case No. 10-13164) on June 14, 2010.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of US$3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Mr. Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds
invested about US$4.5 billion with BLMIS.

The Madoff Trustee claims that Fairfield knew or should have known
about the fraud give that it received from BLMIS unrealistically
high and consistent annual returns of between 10% and 21% in
contrast to the vastly larger fluctuations in the S&P 100 Index.


FIRST MARINER: FDIC Lifts Cease and Desist Order Against Bank
-------------------------------------------------------------
1st Mariner Bank, the wholly owned subsidiary of 1st Mariner
Bancorp, announced that the Federal Deposit Insurance Corp. has
lifted a cease and desist order that the bank has operated under
since April, 2009.  The order required the Bank to improve its
compliance with fair lending practices.

"The termination of the order acknowledges our success in meeting
the FDIC's requirements for internal operations and controls over
our regulatory compliance activities.  We're pleased that we were
able to have this order removed," said Mark A. Keidel, president
and interim-chief executive officer.

Mr. Keidel continued, "The bank continues to operate under a
separate cease and desist order issued in September, 2009 with the
FDIC and Maryland's Office of the Commissioner of Financial
Regulation.  That order requires 1st Mariner to increase its
regulatory capital.  The Bank continues its efforts to satisfy the
provisions of September, 2009 order."

                        About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.

First Mariner disclosed net income of $16.11 million in 2012, as
compared with a net loss of $30.24 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $1.37 billion in total
assets, $1.38 billion in total liabilities and a $8.37 million
total stockholders' deficit.

Stegman & Company, in Baltimore, Maryland, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has insufficient capital per regulatory
guidelines and has failed to reach capital levels required in the
Cease and Desist Order issued by the Federal Deposit Insurance
Corporation in September 2009.  These matters raise substantial
doubt about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"First Mariner currently does not have any material amounts of
capital available to invest in the Bank and any further increases
to our allowance for loan losses and operating losses would
negatively impact our capital levels and make it more difficult to
achieve the capital levels directed by the FDIC and the
Commissioner.

"Because we have not met all of the capital requirements set forth
in the September Order within the prescribed timeframes, the FDIC
and the Commissioner could take additional enforcement action
against us, including the imposition of monetary penalties, as
well as further operating restrictions.  The FDIC or the
Commissioner could direct us to seek a merger partner or possibly
place the Bank in receivership.  If the Bank is placed into
receivership, the Company would cease operations and liquidate or
seek bankruptcy protection.  If the Company were to liquidate or
seek bankruptcy protection, we do not believe that there would be
assets available to holders of the capital stock of the Company."


FIRST SECURITY: Incurs $37.6 Million Net Loss in 2012
-----------------------------------------------------
First Security Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $37.57 million on $36.10 million of total interest
income for the year ended Dec. 31, 2012, as compared with a net
loss of $23.06 million on $42.78 million of total interest income
in 2011.  The Company incurred a net loss of $44.34 million in
2010.

The Company's balance sheet at Dec. 31, 2012, showed $1.06 billion
in total assets, $1.03 billion in total liabilities and $29.11
million in total shareholders' equity.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Crowe Horwath LLP, in Brentwood,
Tennessee, noted that:

"[T]the Company raised substantial capital subsequent to December
31, 2012.  However, the Company has incurred significant recurring
net losses, primarily from higher provisions for loan losses and
expenses associated with the administration and disposition of
nonperforming assets.  In addition, both the Company and its bank
subsidiary, (FSG Bank), are under regulatory enforcement orders
issued by their primary regulators.  FSG Bank is not in compliance
with its regulatory enforcement order which requires, among other
things, increased minimum regulatory capital ratios.  FSG Bank's
continued non-compliance with its regulatory enforcement order may
result in additional adverse regulatory action."

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

                         http://is.gd/L3sdwr

                      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.


FIRST SECURITY: Price Has 9.7% Equity Stake as of April 11
----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, MFP Partners, L.P., MFP Investors LLC, and Michael F.
Price disclosed that, as of April 11, 2013, they beneficially
owned 6,080,000 shares of common stock of First Security Group,
Inc., representing 9.7% of the shares outstanding.  A copy of the
regulatory filing is available at http://is.gd/3Lveid

                     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.

First Security disclosed a net loss of $37.57 million in 2012, a
net loss of $23.06 million in 2011 and a net loss of $44.34
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed $1.06 billion in total assets, $1.03 billion in total
liabilities and $29.11 million in total shareholders' equity.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Crowe Horwath LLP, in Brentwood,
Tennessee, noted that:

"[T]the Company raised substantial capital subsequent to December
31, 2012.  However, the Company has incurred significant recurring
net losses, primarily from higher provisions for loan losses and
expenses associated with the administration and disposition of
nonperforming assets.  In addition, both the Company and its bank
subsidiary, (FSG Bank), are under regulatory enforcement orders
issued by their primary regulators.  FSG Bank is not in compliance
with its regulatory enforcement order which requires, among other
things, increased minimum regulatory capital ratios.  FSG Bank's
continued non-compliance with its regulatory enforcement order may
result in additional adverse regulatory action."


GEOKINETICS INC: Terminates Registration of Securities
------------------------------------------------------
Geokinetics Inc. filed a Form 15 with the U.S. Securities and
Exchange Commission regarding the termination of registration of
its common stock, par value $0.01 per share, 9.75% senior secured
notes due 2014, debt securities, preferred stock and warrants.

Approximate number of holders of record as of April 5, 2013:

   Common Stock, par value $0.01 per share: 206
   9.75% Senior Secured Notes due 2014: 55
   Debt Securities: 0
   Preferred Stock: 0
   Warrants: 0

As a result of the Form 15 filing, the Company is suspending its
obligation to file reports with the SEC.

                       About Geokinetics Inc.

Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, provides seismic data acquisition,
processing and integrated reservoir geosciences services, and
land, transition zone and shallow water OBC environment
geophysical services.

Geokinetics Inc. and its nine affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-10472) on March 10,
2013, with a prepackaged Chapter 11 plan that converts $300
million of senior secured notes into 100% of the reorganized
Company's common stock.

Akin Gump Strauss Hauer & Feld LLP serves as counsel to the
Debtors; Richards, Layton & Finger, P.A., is co-counsel;
Rothschild Inc. is the financial advisor and investment banker;
UHY LLP is the independent auditor; and GCG, Inc., is the claims
agent and administrative agent.

Geokinetics Inc. incurred a net loss applicable to common
stockholders of $93.06 million in 2012, a net loss applicable to
common stockholders of $231.25 million in 2011 and a net loss
applicable to common stockholders of $147.53 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $392.89
million in total assets, $593.53 million in total liabilities,
$93.31 million in preferred stock, Series B-1 Senior Convertible,
and a $293.94 million total stockholders' deficit.

UHY LLP, in Houston, Texas, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  "[T]he Company and certain of its subsidiaries
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Code.  Uncertainties inherent in the bankruptcy process
raise substantial doubt about the Company's ability to continue as
a going concern."


GEOMET INC: Incurs $8.7 Million Net Loss in 2012 Fourth Quarter
---------------------------------------------------------------
GeoMet, Inc., reported a net loss of $8.72 million on $11.72
million of total revenues for the three months ended Dec. 31,
2012, as compared with a net loss of $1.13 million on $10.70
million of total revenues for the same period a year ago.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $149.95 million on $39.38 million of total revenues, as
compared with net income of $2.81 million on $35.61 million of
total revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $96.32
million in total assets, $167.78 million in total liabilities,
$35.85 million in series A convertible redeemable preferred stock,
and a $107.31 million stockholders' deficit.

William C. Rankin, GeoMet's president and chief executive officer,
commented, "2012 was a challenging year for the Company.  The
precipitous and significant decline in both our realized natural
gas prices and the forward curve for natural gas during the year
put the Company under distress and had material adverse
consequences on our business.  Our borrowing base under our credit
facility was reduced by more than a third resulting in a borrowing
base deficiency requiring the credit facility to be restructured
and substantially all subsequent cash flows dedicated to reducing
the deficiency.  Further, additional borrowings were prohibited
and capital expenditures were significantly limited.  The
restructured credit facility expires on April 1, 2014.  As a
result, we were unable to drill new wells and our activities were
primarily focused upon maintaining our production levels, reducing
costs and seeking a solution to resolve the borrowing base
deficiency under our credit facility."  Mr. Rankin added, "We
recently announced an initiative in this regard, an effort to sell
all of our coalbed methane assets in Alabama."

                           Going Concern

"Our audited financial statements for the fiscal year ended
December 31, 2012 were prepared on a going concern basis in
accordance with United States generally accepted accounting
principles.  The going concern basis of presentation assumes that
we will continue in operation for the next twelve months and will
be able to realize our assets and discharge our liabilities and
commitments in the normal course of business and do not include
any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classification of liabilities that may result from our inability
to continue as a going concern.  Our credit facility matures on
April 1, 2014.  As a result, all borrowings under our credit
facility will be classified as current on April 2, 2013.  Our
operating and capital plans for the next twelve months call for
dedication of substantially all of our excess cash flow to the
repayment of indebtedness and the possible sale of assets to
reduce indebtedness, with the goal of eliminating our borrowing
base deficiency, and refinancing our credit facility.  Therefore,
we concluded that due to the uncertainties surrounding our ability
to sell assets at acceptable prices, to reduce our indebtedness to
an amount less than the borrowing base and to refinance our credit
facility before its maturity date, substantial doubt exists as to
our ability to continue as a going concern.  If we were unable to
continue as a going concern, the values we receive for our assets
on liquidation or dissolution could be significantly lower than
the values reflected in our financial statements."

A copy of the Company's press statement is available for free at:

                        http://is.gd/rpYbht

                        About Geomet Inc.

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


GEOPETRO RESOURCES: Fails to Regain NYSE MKT Listing Compliance
---------------------------------------------------------------
GeoPetro Resources Company on April 16 disclosed that on April 10,
2013, the Company received notice from the NYSE MKT LLC
indicating that after a review of the plan previously submitted by
the Company to regain compliance with the Exchange's continued
listing standards, the Exchange determined that the Company has
not made sufficient progress consistent with the Plan in order to
regain compliance with Section 1003(a)(iv) of the NYSE MKT LLC
Company Guide by July 31, 2013 and that its securities are,
therefore, subject to being delisted from the Exchange.  In the
notice, the Exchange also informed the Company that in accordance
with Sections 1203 and 1009(d) of the Company Guide, the Company
has a right to appeal the Exchange's determination by requesting
an oral hearing or a hearing based on a written submission before
the Exchange's Listing Qualifications Panel.

The Company intends to appeal the Exchange's determination by
requesting an oral hearing before the Panel, which request will
stay the delisting determination until at least such time as the
Panel renders a determination following the hearing.  The Company
anticipates that the hearing will take place in approximately six
(6) to eight (8) weeks time.  The Company is undertaking steps to
address the deficiencies raised by the Exchange.  However, there
can be no assurance that the Company will be successful in its
appeal and that the Company's request for continued listing will
be granted.  Receipt of the aforementioned notice from the
Exchange, and the delisting or potential delisting of the
Company's securities by the Exchange, will not affect the proposed
merger of the Company with a wholly owned subsidiary of MCW Energy
Group Limited (previously announced), though no assurance can be
given that the conditions to the merger will be either satisfied
or waived.

As previously announced on July 5, 2012, GeoPetro Resources
Company received notice from the Exchange on June 28, 2012,
indicating that the Company did not satisfy the continued listing
standards of the Exchange set forth in Section 1003(a)(iv) of the
Company Guide, which applies if a listed company has sustained
losses which are so substantial in relation to its overall
operations or its existing financial resources, or its financial
condition has become so impaired that it appears questionable, in
the opinion of the Exchange, as to whether the Company will be
able to continue operations and/or meet its obligations as they
mature.  In order to maintain its listing, the Company was
required to submit a plan addressing how it intended to regain
compliance with Section 1003(a)(iv) of the Company Guide by July
30, 2012.  The Company provided the Exchange with the Plan on July
30, 2012.  On August 27, 2012, the Exchange notified the Company
that it accepted the Plan and granted the Company until September
28, 2012 to regain compliance with the continued listing
standards.  Furthermore, on October 9, 2012, the Exchange notified
the Company that it had determined that, in accordance with
Section 1009 of the Company Guide, the Company made a reasonable
demonstration of its ability to regain compliance with Section
1003(a)(iv) of the Company Guide by December 31, 2012, through
which date the Exchange extended the Plan Period.

Further, as previously disclosed in a Current Report on Form 8-K
filed November 28, 2012, the Company received notice from the
Exchange on November 21, 2012, indicating that the Company did not
satisfy the continued listing standards of the Exchange set forth
in Section 1003(f)(v) of the Company Guide because the Company's
common stock had traded at a low price per share for a substantial
period of time.  In the notice, the Exchange predicated the
Company's continued listing on the Exchange on the Company
effecting a reverse stock split of its common stock by May 21,
2013.

                          About GeoPetro

GeoPetro is an independent oil and natural gas company
headquartered in San Francisco, California.  GeoPetro currently
has projects in the United States and Canada.  GeoPetro has
developed an oil and gas property in its Madisonville Field
Project in Texas.  Elsewhere, GeoPetro has assembled a
geographically-diversified portfolio of exploratory and appraisal
prospects.


GLOBAL TOWER: Moody's Rates Proposed $55MM Class F Notes '(P)Ba3'
-----------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to the
Class C and Class F Secured Tower Revenue Notes, Global Tower
Series 2013-1 (the 2013 Notes), to be issued by GTP Acquisition
Partners I, LLC (the Issuer). The Issuer is an indirect wholly
owned subsidiary of Global Tower Holdings, LLC (GTP), a leading
non-carrier operator of wireless tower assets in the United
States. GTP is under the control of funds affiliated with The
Macquarie Group. The anticipated repayment date (ARD) for the 2013
Notes will be in May 2018, and the final distribution date will be
in May 2043.

The complete rating actions follow:

Issuer Entity: GTP Acquisition Partners I, LLC

$190,000,000 Class C Secured Tower Revenue Notes, Global Tower
Series 2013-1, Assigned (P)A2 (sf)

$55,000,000 Class F Secured Tower Revenue Notes, Global Tower
Series 2013-1, Assigned (P) Ba3 (sf)

The Issuer can issue multiple series of securities, and to date
has issued three, of which two remain outstanding: 1) the
$70,000,000 Class C Series 2011-1, with an ARD of June 2016, and
2) the $490,000,000 Class C and $155,000,000 Class F Series 2011-
2, with an ARD of June 2016 (together, the existing Notes;
together with the 2013 Notes, the Notes).

The 2013-1 Class C will rank pari passu with the 2011-1 and 2011-2
Class C notes.

The 2013-1 Class F will rank pari passu with the 2011-2 Class F
notes and be subordinate to each of the 2011-1, 2011-2 and 2013-1
Class C notes.

Ratings Rationale:

The Issuer owns various subsidiaries (the Asset Entities) directly
or indirectly. These Asset Entities own tower sites in fee or
pursuant to long-term leases. The Asset Entities lease space on
the tower sites to a variety of users, primarily major wireless
telephony carriers. The cash flows from these tenant leases will
be used to repay the Notes. On the closing date, the Asset
Entities will own, lease or manage 2,903 tower sites, including
437 newly added sites. As of February 2013, this tower pool had an
annualized run rate net cash flow of approximately $116 million.

Moody's estimated the value of the tower pool by calculating the
present value of the net cash flow that the tower pool is likely
to generate from leases on the towers. Moody's then determined the
ratings on the 2013 Notes by comparing such assessed value to the
cumulative debt issued for each rating category. Moody's assessed
value for the tower pool was approximately $1.21 billion. Pro
forma for the issuance of the 2013 Notes, the 2013-1 Class C notes
will have a cumulative loan-to-value (CLTV) ratio of approximately
61.8%, and the 2013-1 Class F, will have a CLTV ratio of
approximately 79.1%. The CLTV ratio is the loan-to-value ratio of
the combined amounts of the 2013 Notes and the existing Notes; the
loan-to-value ratio of a given class is the combined outstanding
balance of that class and all of the more senior classes.

The ratings also take into account the security for the Notes. The
Notes will be secured by a first mortgage lien on the Asset
Entities' interests (fee, leasehold or easement) in the tower
sites. On the closing date, these tower sites are likely to
generate no less than 90% of revenue.

The Notes will also have a perfected security interest in the
Asset Entities' personal property and fixtures on the mortgaged
sites, which will allow the indenture trustee to foreclose
directly both on these assets/rights and on the equity of the
Asset Entities themselves.

In addition, the Notes will also be secured by perfected security
interests in all of the following: 1) the personal property and
fixtures the Asset Entities own that are associated with tower
sites that are not mortgaged sites; 2) the Asset Entities' rights
under certain agreements; 3) the equity interests of the Issuer
and each of the Asset Entities; 4) all of the reserve accounts
established pursuant to the indenture ; and 5) all of the proceeds
of the foregoing

Moody's ratings address only the credit risks associated with the
transaction. The ratings do not address other non-credit risks
that could significantly affect the yield to investors; among
these risks are those associated with repayment on the ARD, the
timing of any principal prepayments, the payment of prepayment
penalties and the payment of post-ARD Additional Interest.

Moody's V-Score and Parameter Sensitivities

The V Score for this transaction is Medium. The Medium V Score
indicates an average degree of structural complexity and
uncertainty about critical assumptions. The Medium score for this
transaction derives from the Medium score for historical sector
and issuer performance, for availability of historical data, and
for transaction governance. While historic collateral performance
has been good, and there have been no downgrades to date in this
sector, the sector's data dates back fifteen years or so, while
securitization data go back only about seven years. Hence, the
past experience does not include a period of significant stress
such as a default by a major wireless carrier or bankruptcy of a
cell tower operator. The Medium score for the issuer's historical
performance and availability of historical data is due to Moody's
view that even though GTP was founded in 2002 and hence has not
been in existence as long as its peers, its historical data is
substantially equivalent to the sector because of the nature of
the assets.

Finally, the Medium score for transaction governance is due mainly
to the fact that 1) GTP has relatively limited securitization
experience, because it has issued only four transactions since
2007; 2) Moody's does not rate GTP; and 3) GTP is a relatively
small company compared to the other publicly traded cell tower
operators.

Moody's Parameter Sensitivities:

In its rating analysis, Moody's uses a variety of assumptions to
assess the present value of the net cash flow that the tower pool
is likely to generate. Based on these cash flows, the quality of
the collateral and the transaction's structure, Moody's calculates
the total amount of debt consistent with a given rating level.
Hence, a material change in the assessed net present value could
result in a change in the ratings. In its parameter sensitivity
analysis, Moody's therefore focuses on the transaction's
sensitivity to this variable.

Specifically, if the tower pool's expected net cash flows were to
decline by 5%, 10% or 15% from the Base Case net cash flows
Moody's used in determining the initial rating, the potential
model-indicated ratings for the 2013-1 Class C notes rated (P)
A2(sf) would change from the base case of A2 (0) to a respective
Baa1(2), Baa3(4) and Ba1(5), and the potential model-indicated
ratings for the 2013-1 Class F notes rated (P) Ba3(sf) would
change from the base case of Ba3 (0) to a respective B1(1), B2(2)
and B3(3).

Parameter Sensitivities are not intended to measure how the rating
of the security might migrate over time; rather, they are designed
to provide a quantitative calculation of how the initial rating
might change if key input parameters Moody's used in the initial
rating process differed. The analysis assumes that the transaction
has not aged. Furthermore, parameter sensitivities reflect only
the ratings impact of each scenario from a quantitative/model-
indicated standpoint. Moody's also takes into consideration
qualitative factors in the ratings process, so the actual ratings
it assigns in each case could vary from the information in the
Parameter Sensitivity analysis.

The principal methodology Moody's used for this rating was
"Moody's Approach to Rating Wireless Towers-Backed
Securitizations," published in September 2005.

As the methodology describes, Moody's derives an asset value for
the collateral that it compares to the proposed bond issuance
amounts. In deriving the value of the assets in this transaction,
Moody's viewed the historical performance of the underlying tower
pool, and evaluated and analyzed comparable public company data
and market information from a variety of third parties.

The following are the key assumptions Moody's used in its
quantitative analysis:

1) Revenue growth: Moody's assumed two sources of revenue growth
for wireless voice/data: a) lease escalators fixed at 3.5% until
year five; 3.25% for years 6-15; 3% for years 16-20; and 2% for
year 21 and after; and b) organic growth resulting in an
incremental increase in revenue of approximately 3.8% per annum
over a period of four years.

Moody's assumed that revenues from broadcasting would decline
continuously over a 15-year period to a third of current levels
and that data/other revenues would decline to zero based on a
triangular distribution ranging from five to ten years.

2) Operating expenses: Moody's assumed that operating expenses
would vary, such that net tower cash flow margins (excluding
management fees and maintenance capital expenditures) would range
from 65% to 81% based on a triangular distribution.

3) Maintenance capital expenditures: Moody's assumed that these
expenditures would amount to $720 per tower per annum and would
increase 2% to 4% every year.

4) Tenant (wireless voice/data tenants) probability of default:
Moody's applied its "idealized" default rate table, using the
actual ratings of rated tenants and assuming near-default ratings
for others.

5) Recovery upon wireless tenant default: Moody's assumed that
these recoveries would be zero in the year following the default,
and rise to 80% for large carriers, and to 50% or 60% for small
carriers, of pre-default revenues over the two years following.

6) Discount rate: Moody's assumed a discount rate to net cash
flow of 8.5% to 13.00%.


GMX RESOURCES: Gets Interim OK to Borrow $20MM From Diamond Blue
----------------------------------------------------------------
The Bankruptcy Court entered an interim order, on April 3, 2013,
authorizing GMX Resources Inc. to enter into a Superpriority
Debtor in Possession Credit and Guaranty Agreement, dated as of
April 4, 2013, among the Company, as Borrower, Diamond Blue
Drilling Co. and Endeavor Pipeline Inc., as Guarantors, the
lenders party thereto, as lenders, and Cantor Fitzgerald
Securities, as DIP Agent.

Pursuant to the terms of the DIP Credit Agreement, the Lenders
agreed, if approved by the Bankruptcy Court, to lend up to
$50,000,000 in term loans.  The Interim Order authorizes the
Company on an interim basis to borrow loans up to the principal
amount of $20 million, including, if required, to have letters of
credit issued in the aggregate face amount not to exceed $1
million.  All of those borrowings are required to be used by the
Debtors as expressly permitted under the DIP Credit Agreement and
related documents.

The proceeds of the Funding Amount, subject to the Initial Budget
and the Approved 13-Week Budget, will be used to pay the fees,
costs and expenses incurred by the Company in the administration
of the Bankruptcy Case, to provide for working capital,
professional expenses and other general corporate purposes,
subject to approval by the lenders.

Under the DIP Credit Agreement, borrowings accrue interest at a
rate per annum equal to either (a) the Eurodollar Rate plus 10%
per annum, in the case of Eurodollar Rate Advances, or the Base
Rate plus 10% per annum, in the case of Base Rate Advances.  The
Base Rate is defined in the DIP Credit Agreement as the higher of
(a) the rate of interest announced by the Synthetic L/C Issuing
Bank as the prime rate, (b) 0.5% per annum above the Federal Funds
Rate and (c) the Eurodollar Rate for a one-month term.  Under the
DIP Credit Agreement, the Company has agreed to a floor on the
Eurodollar Rate and the Base Rate of 2.0% per annum.  Upon an
event of default under the DIP Credit Agreement and for so long as
such default continues, 2.0% per annum will be added to the
applicable interest rate.

The DIP Credit Agreement contains certain events of default, the
occurrence of which will permit the Agent and the Lenders to
exercise certain remedies, including without limitation
acceleration of the loans, termination of the commitments to
extend credit thereunder and realization upon the collateral.

The Company's obligations under the DIP Credit Agreement and the
other related loan documents are guaranteed by Diamond Blue
Drilling Co. and Endeavor Pipeline Inc., each a subsidiary of the
Company.  As security for the performance of the obligations of
the Company under the DIP Credit Agreement and the related loan
documents, the Agent, for the benefit of itself and the other
Lenders, has been granted security interest in and lien on
substantially all of the Company's assets, having the priority and
subject to the terms and conditions set forth in the DIP Credit
Agreement and the Bankruptcy Court's orders.

The outstanding principal amount of loans under the DIP Credit
Agreement, plus all accrued and unpaid interest thereon, will be
due and payable on the earliest of: (i) 180 days after April 1,
2013, (ii) 30 days after April 3, 2013, if the Final Order has not
been entered prior to the expiration of such 30-day period, (iii)
the date of the substantial consummation of a confirmed plan of
reorganization or liquidation in the Bankruptcy Case, (iv) the
acceleration of the loans and termination of the commitments under
the DIP Credit Agreement, in accordance with the terms thereof,
(v) the date the Bankruptcy Court dismisses the Bankruptcy Case or
orders the Bankruptcy Case to be converted into a chapter 7
liquidation, (vi) the closing of any sale of all or substantially
all of the Company's assets or (vii) the date the Bankruptcy Court
appoints a trustee or examiner with expanded powers or a receiver.

The Interim Order grants the DIP Agent, for the benefit of the DIP
Secured Parties, a DIP Superpriority Claim, which is payable from
and has recourse to, among other things, the Collateral, and will
not be subject to discharge under section 1141 of the Bankruptcy
Code.  The Interim Order further grants the DIP Agent a lien and
security interest in all of the Collateral to secure the DIP
Obligations for the benefit of the DIP Agent and the lenders,
subject to certain carve outs.

Certain lenders under the DIP Credit Agreement are also 5%
beneficial owners of the Company's common stock and owners of the
Company's Senior Secured Notes due 2017, including affiliates of
or funds managed by Chatham Asset Management, LLC and GSO Capital
Partners LP.

A copy of the DIP Credit Agreement is available for free at:

                           http://is.gd/eV73J4

                           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.


GORDON PROPERTIES: Ruling on CSI Services Agreement on Hold
-----------------------------------------------------------
Bankruptcy Judge Robert G. Mayer deferred ruling on the request of
First Owners' Association of Forty Six Hundred Condominium, Inc.,
for approval of a Service Agreement with debtor Condominium
Services, Inc.  Judge Mayer said the hearing on the approval of
the CSI management contract did not develop all of the issues that
the court must consider.  A further hearing will be scheduled to
further consider the motion so that a fuller record can be
developed.

The relationship between Gordon Properties, LLC and Condominium
Services, Inc., on the one hand, and First Owners' Association of
Forty Six Hundred Condominium, Inc., on the other, have been
adversarial for more than six years.  The parties are currently
embroiled in litigation styled as, GORDON PROPERTIES, LLC,
Plaintiff, v. FIRST OWNERS' ASSOCIATION OF FORTY SIX HUNDRED
CONDOMINIUM, INC., Defendant, Adv. Proc. No. 11-1020 (Bankr. E.D.
Va.).

A copy of the Court's April 15, 2013 Memorandum Opinion is
available at http://is.gd/wsOwEifrom Leagle.com.

The Forty Six Hundred Condominium consists of a high-rise building
with about 400 condominium units and two separate structures, one
now used as a restaurant and the other as a gas station, each of
which is a separate condominium unit.  Gordon Properties owns the
restaurant unit and about 39 units in the high-rise building.  The
condominium association, which is also called FOA, is managed by a
seven-person board of directors who are elected to staggered two-
year terms.

Condominium Services, Inc., also called CSI, is a wholly-owned
subsidiary of Gordon Properties. It was organized in the late
1970s and, with a few exceptions, was the managing agent for FOA
until 2006 when the board terminated its contract.

Litigation ensued which ended in a substantial judgment against
CSI and in favor of FOA. FOA filed a proof of claim for
$453,533.12 which consisted of $161,792 for damages, $275,000 for
punitive damages, $11,654.44 for prejudgment interest and
$5,086.68 for post-judgment interest.

                      About Gordon Properties

Alexandria, Va.-based Gordon Properties, LLC, owns 40 condominium
units in a high-rise apartment building with both residential and
commercial units and two commercial units adjacent to the high-
rise building.  Gordon Properties' ownership of these condos
represents about a 20% interest in the Forty Six Hundred
Condominium project -- http://foa4600.org/-- in Alexandria.
Gordon Properties also owns one of the adjacent commercial units,
a restaurant.  Gordon Properties sought Chapter 11 protection
(Bankr. E.D. Va. Case No. 09-18086) on Oct. 2, 2009, and is
represented by Donald F. King, Esq., at Odin, Feldman & Pittleman
PC in Fairfax, Va.  Gordon Properties disclosed $11,149,458 in
assets and $1,546,344 in liabilities.

Condominium Services filed its chapter 11 petition (Bankr. E.D.
Va. 10-10581) on Jan. 26, 2010. It scheduled one creditor, the
condominium association, with a disputed claim of $436,802.00.
The association filed a proof of claim asserting a claim of
$453,533.12.  A second proof of claim was filed by the Internal
Revenue Service for $1,955.45.  According to its schedules, if
both claims are allowed, it has a net deficit of about $426,900.
CSI is wholly owned by Gordon Properties.

In February 2012, Judge Mayer denied the motion of the association
to substantively consolidate the chapter 11 bankruptcy cases of
Gordon Properties and Condominium Services, Inc., the condominium
management company.

Gordon Properties and CSI opposed the motion.  The two cases were
previously administratively consolidated.


GREENSHIFT CORP: Restates 2011 Report Amid Miscalculation
---------------------------------------------------------
Greenshift Corporation's management concluded that the financial
statements of the Company for the year ended Dec. 31, 2011, that
were included in the Company's Annual Report on Form 10-K for the
year ended Dec. 31, 2011, should no longer be relied upon.  The
conclusion was based on the discovery of a miscalculation in the
Company's weighted average common shares - diluted on the
Consolidated Statements of Operations for the year ended Dec. 31,
2011.

The 2011 Consolidated Statement of Operations has been restated in
the Company's Annual Report on Form 10-K for the year ended
Dec. 31, 2012, filed on April 1, 2013.

                                      Year Ended Dec. 31, 2011
                                   As reported       As restated
Statement of Operations
Weighted average common shares
outstanding - diluted              16,695,099     1,502,132,224
Earnings per share - diluted:
Income from continuing operations       $0.61             $0.01
Net income per share - diluted           $0.62             $0.01

                   About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

Greenshift Corporation disclosed net income of $2.46 million in
2012, as compared with net income of $7.90 million in 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $8.41 million
in total assets, $47.90 million in total liabilities and a $39.48
million total stockholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, NJ, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company had $2,030,577 in cash, and
current liabilities exceeded current assets by $41,087,222 as of
Dec. 31, 2012.  In addition...the Company could be subject to
default of its senior debt obligation in 2013 if a condition to a
forbearance agreement that is not within the Company's control is
not satisfied.  These conditions raise substantial doubt about its
ability to continue as a going concern.


GREYSTONE LOGISTICS: Limited Staff Delays Form 10-Q Filing
----------------------------------------------------------
Greystone Logistics, Inc.'s limited personnel and resources have
impaired its ability to prepare and timely file its quarterly
report on Form 10-Q for the period ended Feb. 28, 2013.

The net income for the nine-month and three-month periods ended
Feb. 28, 2013, is expected to be $1,277,759 and $174,215,
respectively, compared to $914,939 and $163,798, respectively, for
the nine-month and three-month periods ended Feb. 29, 2012.

The net income to common stockholders for the nine-month and
three-month periods ended Feb. 28, 2013, is expected to be
$882,998, or $0.03 per share, and $48,390, or $0.00 per share,
compared to $657,996, or $0.03 per share, and $34,062, or $0.00
per share, respectively, for the nine-month and three-month
periods ended Feb. 29, 2012.

The increase in net income for the nine-month period ended
Feb. 28, 2013, when compared to the nine-month period ended
Feb. 29, 2012, is primarily related to an increase of
approximately $136,000 in income before taxes plus the recognition
of a benefit from income taxes of $226,900 for the nine-month
period ended Feb. 28, 2013, compared to no benefit recognized in
the nine-month period ended Feb. 29, 2012.

                      About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

Greystone reported net income of $2.49 million for the year ended
May 31, 2012, compared with a net loss of $847,204 during the
prior fiscal year.  The Company's balance sheet at Nov. 30, 2012,
showed $12.48 million in total assets, $18.02 million in total
liabilities and a $5.53 million total deficit.


HARI AUM: 5th Cir. Affirms First Guaranty Bank Lien on Motel
------------------------------------------------------------
HARI AUM, LLC, doing business as DELUXE MOTEL, Appellant, v. FIRST
GUARANTY BANK, Appellee, No. 11-31218 (5th Cir.), involves an
appeal from a bankruptcy judge's interlocutory order and judgment.
The bankruptcy court ruled on cross-motions for partial summary
judgment in favor of First Guaranty Bank that the Multiple
Indebtedness Mortgage that FGB recorded is valid, and that the
property underlying that mortgage, the Deluxe Motel, secures both
the loan FGB made to Hari Aum LLC and the loan FGB made to a
second entity, Mississippi Hospitality Services LLC.  In an April
16, 2013 decision available at http://is.gd/iMWjdCfrom
Leagle.com, the Fifth Circuit affirmed.

Hari Aum LLC, owned by Suresh Bhula, borrowed $1.8 million from
FGB in 2005 to finance the purchase of the Deluxe Motel in
Slidell, Louisiana.  On Aug. 12, 2010, Hari Aum filed a Chapter 11
petition.


HARLAN LABORATORIES: Moody's Lowers Corp. Family Rating to 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Harlan Laboratories, Inc. to Caa1 from B3 and the Probability
of Default Rating to Caa2-PD from B3-PD. At the same time, Moody's
lowered the rating on the existing first lien term loan due 2014
to Caa1 from B3 and withdrew the ratings on the proposed first and
second lien credit facilities due 2016 and 2017, respectively.

Moody's is taking these actions based on its understanding that
the refinancing transaction rated on March 1, 2013 is not
proceeding as proposed. The rating outlook is negative.

The downgrade of the Probability of Default Rating reflects
Harlan's heightened liquidity and refinancing risk because the
Refinancing was not completed. Harlan's revolving credit facility
(currently undrawn) expires July 2013 and the remaining debt in
the capital structure, a $285 million first lien term loan,
matures in July 2014.

The lowering of the Corporate Family Rating to Caa1 balances the
heightened probability of default with Moody's view that recovery
for creditors in the first lien term loan would be relatively
high, in the roughly 70-90% range. Moody's expectation for higher
than average recovery stems from: 1) Harlan's $43 million cash
position at 12/31/2012 and Moody's expectation for modestly
positive free cash flow over the next 12-18 months; 2) valuation
analysis including current trading multiples of peer companies;
and 3) the on-going value of the research models and services
(RMS) business, as Harlan is the second largest providers of
animals worldwide for scientific research, a necessary and high
barrier-to-entry business.

The Caa1 CFR also reflects Moody's view that even if the company
completes a refinancing prior to the maturity of the term loan, it
could be at less attractive terms than the proposed Refinancing,
potentially hampering the company's ability to generate free cash
flow on an on-going basis.

Ratings Downgraded:

Harlan Laboratories:

Corporate Family Rating, to Caa1 from B3

Probability of Default Rating, to Caa2-PD from B3-PD

First Lien Revolving Credit Facility, due 2013, to Caa1 (LGD3,
32%) from B3 (LGD3, 46%)

First Lien Term Loan, due 2014, to Caa1 (LGD3, 32%) from B3
(LGD3, 46%)

Harlan Netherlands B.V.:

First Lien EURO Revolving Credit Facility, due 2013, to Caa1
(LGD3, 32%) from B3 (LGD3, 46%)

Ratings Withdrawn:

Proposed $20 million First Lien Revolving Credit Facility, due
2016, B1 (LGD3, 33%)

Proposed $200 million First Lien Term Loan, due 2016, B1 (LGD3,
33%)

Proposed $85 million Second Lien Term Loan, due 2017, Caa2
(LGD5, 81%)

The outlook is negative.

Ratings Rationale:

In addition to these factors, the Caa1 Corporate Family Rating is
constrained by Harlan's small absolute size, high financial
leverage, and limited free cash flow. A challenging industry
environment, along with operational missteps, has resulted in
stagnant revenue and earnings over the past several years. Moody's
expects a number of these challenges to persist, thereby limiting
near-term growth and deleveraging opportunities. The ratings are
supported by the relative stability and high barriers to entry in
the research models and services (RMS) business and Harlan's solid
position worldwide in that market. The ratings are also supported
by Harlan's good customer and end-market diversity.

If Harlan successfully refinances its debt at terms that allow for
sustained positive free cash flow, Moody's could upgrade the
ratings or change the outlook to stable. Further, sustained
revenue and EBITDA improvement such that adjusted leverage is
expected to be below 7.0x and adjusted interest coverage (EBITDA-
Capital expenditures to interest expense) is expected to be
sustained above 1.2x could also support an upgrade.

Further declines in revenue or EBITDA which reduce the likelihood
of the company being able to refinance its debt could lead to a
rating downgrade. Sustained negative free cash flow or organic
growth trends that are consistently worse than other industry
peers, could also lead to a downgrade.

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.

Harlan Laboratories, headquartered in Indianapolis, Indiana, is a
global provider of products and services used in discovery and
development research in the pharmaceutical, biotechnology,
agrochemical, industrial chemical, and food industries. The
company's businesses include research models and services (RMS),
including laboratory diets and bedding, and biomedical products
and pre-clinical contract research services (CRS), including
toxicology, environmental chemistry and pharmanalytics. For the
twelve months ended December 2012, Harlan generated net sales
approximating $347 million. Harlan is privately held with majority
ownership by Genstar Capital.


HARTFORD FINANCIAL: Fitch Rates $500MM 8.125% Debentures 'BB+'
--------------------------------------------------------------
Fitch Ratings assigned on April 16, 2013, the following rating to
Hartford Financial Services Group, Inc.'s (HFSG) new debt
issuance:

  -- $300 million 4.3% senior notes due 2043 'BBB'.

A full list of Fitch's existing ratings on HFSG and its primary
life and property/casualty insurance subsidiaries follows at the
end of this release. These ratings are not affected by the
April 16 action and were most recently affirmed with a Stable
Outlook by Fitch on March 19, 2013.

Key Rating Drivers

The debt is being issued as part HFSG's near-term capital
management initiative, announced in February 2013, following the
recent sales of its individual life business to Prudential
Financial, Inc. and its retirement plans business to Massachusetts
Mutual Life Insurance. This issuance of lower coupon debt will be
used to redeem high coupon debt as part of the company's debt
restructuring.

HFSG expects approximately $1 billion of net debt reduction over
the next year. This includes maturities in July 2013 ($320
million) and March 2014 ($200 million), as well as a recently
completed tender offer for $800 million of debt. This should help
the company to reduce its financial leverage and improve its debt
service with a lower overall cost of debt.

Fitch expects HFSG to maintain a financial leverage ratio at or
below 25% following the successful execution of the company's
capital management actions. HFSG's financial leverage ratio
(excluding accumulated other comprehensive income [AOCI] on fixed
maturities) increased to 27.2% at Dec. 31, 2012 from 22.5% at
Dec. 31, 2011, due to additional debt issued to redeem the
company's 10% junior subordinated debentures investment by Allianz
SE.

HFSG's operating earnings-based interest and preferred dividend
coverage has been reduced in recent years, averaging a low 3.5x
from 2008 to 2012. This reflects both constrained operating
earnings and increased interest expense and preferred dividends
paid on capital over this period. Fitch expects HFSG's run-rate
operating earnings-based interest and preferred dividend coverage
to improve to at least 5.0x, with a reduced overall level of fixed
charges.

Rating Sensitivities

The key rating triggers that could result in an upgrade to HFSG's
debt ratings include a financial leverage ratio maintained near
20%, maintenance of at least $1 billion of holding company cash,
and interest and preferred dividend coverage of at least 6x.
Continued success with the strategic plan and successful seasoning
of run-off operations would also be considered favorably. Fitch
considers a rating upgrade to be unlikely in the near term for
HFSG's life and property/casualty insurance subsidiaries.

The key rating triggers that could result in a downgrade include
significant investment or operating losses that materially impact
GAAP shareholders' equity or statutory capital within the
insurance subsidiaries, particularly as they relate to any major
negative surprises in the runoff VA business; a financial leverage
ratio maintained above 25%; a sizable drop in holding company
cash; failure to improve interest and preferred dividend coverage;
and an inability to execute on the company's strategic plan.

Fitch currently rates HFSG and its subsidiaries as follows:

Hartford Financial Services Group, Inc.

-- Long-term IDR 'BBB+';
-- $320 million 4.625% notes due 2013 'BBB';
-- $200 million 4.75% notes due 2014 'BBB';
-- $300 million 4.0% senior notes due 2015 'BBB';
-- $200 million 7.3% notes due 2015 'BBB';
-- $300 million 5.5% notes due 2016 'BBB';
-- $499 million 5.375% notes due 2017 'BBB';
-- $325 million 4.0% senior notes due 2017 'BBB';
-- $500 million 6.3% notes due 2018 'BBB';
-- $500 million 6% notes due 2019 'BBB';
-- $499 million 5.5% senior notes due 2020 'BBB';
-- $796 million 5.125% senior notes due 2022 'BBB';
-- $298 million 5.95% notes due 2036 'BBB';
-- $299 million 6.625% senior notes due 2040 'BBB';
-- $325 million 6.1% notes due 2041 'BBB';
-- $424 million 6.625% senior notes due 2042 'BBB';
-- $600 million 7.875% junior subordinated debentures
    due 2042 'BB+';
-- $500 million 8.125% junior subordinated debentures
    due 2068 'BB+'.

Hartford Financial Services Group, Inc.

-- Short-term IDR 'F2';
-- Commercial paper 'F2'.

Hartford Life, Inc.

-- Long-term IDR 'BBB';
-- $149 million 7.65% notes due 2027 'BBB-';
-- $92 million 7.375% notes due 2031 'BBB-'.

Hartford Life Global Funding

-- Secured notes program 'A-'.

Hartford Life Institutional Funding

-- Secured notes program 'A-'.

Hartford Life and Accident Insurance Company

-- IFS 'A-'.

Hartford Life Insurance Company

-- IFS 'A-';
-- Medium-term note program 'BBB+'.

Hartford Life and Annuity Insurance Company

-- IFS 'A-'.

Members of the Hartford Fire Insurance Intercompany Pool:
Hartford Fire Insurance Company
Nutmeg Insurance Company
Hartford Accident & Indemnity Company
Hartford Casualty Insurance Company
Twin City Fire Insurance Company
Pacific Insurance Company, Limited
Property and Casualty Insurance Company of Hartford
Sentinel Insurance Company, Ltd.
Hartford Insurance Company of Illinois
Hartford Insurance Company of the Midwest
Hartford Underwriters Insurance Company
Hartford Insurance Company of the Southeast
Hartford Lloyd's Insurance Company
Trumbull Insurance Company

--IFS 'A+'.

The Rating Outlook is Stable.


HERON LAKE: Further Amends Forbearance Agreement with AgStar
------------------------------------------------------------
Heron Lake BioEnergy, LLC, entered into a Third Amended and
Restated Forbearance Agreement with AgStar Financial Services,
PCA, that extended the forbearance period relating to certain
covenant defaults and required monthly principal installment
payments.

The Company is indebted to AgStar under an Amended and Restated
Term Note dated Sept. 1, 2011, in the principal amount of
$40,000,000, and an Amended and Restated Term Revolving Note dated
Sept. 1, 2011, in the principal amount of $8,008,689.  The
Company's obligations to AgStar are further evidenced by a Fifth
Amended and Restated Master Loan Agreement dated Sept. 1, 2011.
The loans extended to the Company and evidenced by the Notes were
made by AgStar to the Company for the purpose of constructing and
operating an ethanol production facility in Heron Lake, Minnesota.

The Company and AgStar previously entered into a Forbearance
Agreement dated Dec. 21, 2012, which was subsequently amended and
restated on Jan. 22, 2013, and Feb. 12, 2013, under which AgStar
agreed to forbear from exercising its legal and contractual rights
and remedies provided by the Notes, MLA, and related loan
documents, including, but not limited to, the right to foreclose
the real estate mortgages and security agreements and to obtain
the appointment of a receiver pursuant to applicable law, until
March 31, 2013.

The Company and AgStar also agreed that advances under the
Revolving Note may only be advanced to the Company for the purpose
of funding normal operating expenses pending the closing of the
transactions contemplated by the asset purchase agreement dated
Jan. 22, 2013, between the Company and Guardian Energy Heron Lake,
LLC, including the payment of interest to AgStar.  Those advances
may not exceed $1,750,000.  Any requests for advances on the
Revolving Note are subject to the terms and conditions set forth
in the MLA.  The Third Amended and Restated Forbearance Agreement
extended the date for those advances to be made by AgStar.

Under the Third Amended and Restated Forbearance Agreement, the
Company's failure to make the required monthly installment of
principal required by the Notes on April 1, 2013, will not
constitute an Event of Default.  The Third Amended and Restated
Forbearance Agreement also provides that the Company's failure to
close on the transactions contemplated by the Ethanol Plant APA
will constitute an Event of Default.

A copy of the Third Amended Forbearance Agreement is available at:

                        http://is.gd/Ocbd1R

                          About Heron Lake

Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol
plant in Heron Lake, Minnesota.  After completing a conversion in
November 2011, the Company is now a natural gas fired ethanol
plant.  Its subsidiary, HLBE Pipeline Company, LLC, owns 73% of
Agrinatural Gas, LLC, the pipeline company formed to construct,
own, and operate a natural gas pipeline that provides natural gas
to the Company's ethanol production facility through a connection
with the natural gas pipeline facilities of Northern Border
Pipeline Company in Cottonwood County, Minnesota.  Its subsidiary,
Lakefield Farmers Elevator, LLC, has grain facilities at Lakefield
and Wilder, Minnesota.  At nameplate, the Company's ethanol plant
has the capacity to process approximately 18.0 million bushels of
corn each year, producing approximately 50 million gallons per
year of fuel-grade ethanol and approximately 160,000 tons of
distillers' grains with soluble.

Boulay, Heutmaker, Zibell & Co. P.L.L.P., in Minneapolis,
Minnesota, expressed substantial doubt about Heron Lake
BioEnergy's ability to continue as a going concern following the
fiscal year ended Oct. 31, 2012, results.  The independent
auditors noted that the Company has incurred losses due to
difficult market conditions and the impairment of long-lived
assets.  "The Company is out of compliance with its master loan
agreement and is operating under a forbearance agreement whereby
the Company agreed to sell substantially all of its assets."

The Company's balance sheet at Oct. 31, 2012, showed
$66.58 million in total assets, $49.03 million in total
liabilities, and members' equity of $17.55 million.

The Company reported a net loss of $32.35 million for the year
ended Oct. 31, 2012, compared with net income of $543,017 for the
year ended Oct. 31, 2011.


HOTEL AIRPORT: Court Confirms Reorganization Plan
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico entered
an order on March 21, 2012, confirming Hotel Airport Inc. Chapter
11 plan of Reorganization dated Nov. 9, 2012.

As reported in the TCR on Feb. 20, 2013, the Plan will be
substantially funded by the Debtor's assets and income from the
operation of its business.  The Plan contemplates the assumption
of the lease contract with the Puerto Rico Ports Authority under
Bankruptcy Code Section 365.  The assumption is part of the
stipulation which provide for the curing of defaults through
payments and withdrawal of funds which are underway.  At the time
of filing of this bankruptcy case, the Debtor was involved in the
eviction litigation with the PRPA.  This litigation has been
settled.

The Plan treats claims and interests as follows:

    * Holders of allowed administrative expense priority claims,
which are unclassified, will be paid in full on the effective date
of the Plan.

    * General unsecured creditors were listed in the Debtor's
schedules in the total amount of $155,666,718.  The bulk of this
debt ($155,500,000) arises out of HAI being a co-obligor with its
parent company, CAF, regarding loans secured by property owned by
non-debtor parties.  These loans made to the related companies are
secured by property held by them, and are being paid according to
the debt-service agreed between the creditor and the respective
principal debtor.  Hence, the Debtor will not be making payments
on said claims, but will remain as a guarantor in case of default.

    * The other unsecured claims are to be paid 100% of their
allowed amounts, without interest, in 36 monthly installments
starting 30 days after the Effective Date.

    * Stockholders (Class 4) will retain their interest in stock,
but will receive no dividends until payments to unsecured
creditors are concluded.

    * FirstBank's secured claim (Class 5) is secured with a
mortgage encumbering the Debtor's main asset -- its lease contract
with PRPA -- and virtually all the other assets.  The PoC 5 filed
by this creditor shows a balance of $9,635,213, which has been
reduced through postpetition payments.  The Debtor will maintain
the debt service agreed upon with FirstBank, with any modification
that may be agreed upon with said creditor.

A copy of the Amended Disclosure Statement is available at:

             http://bankrupt.com/misc/HAI.doc189.pdf

                       About Hotel Airport

Hotel Airport Inc., in San Juan, Puerto Rico, is a wholly-owned
subsidiary of Caribbean Airport Facilities Inc. ("CAF").  HAI was
organized on Feb. 20, 2003, under the corporate laws of Puerto
Rico by parties unrelated to the Debtor's current directors or
shareholders.  Under its original management, and owners, during
2003 and the first six months of 2004, HAI was engaged in the
restoration and refurbishing of the San Juan Airport Hotel located
in the Luis Munoz Marin International Airport in Carolina,
Puerto Rico.  Operations commenced in July 2004.  The hotel
consists of 125 rooms, a restaurant, various meeting spaces and
supporting facilities in an area of approximately 60,000 square
feet.

During the year ending June 30, 2009, HAI's management, decided to
discontinue the Casino operations, and on July 7, 2009, said
operation was closed.  The casino property and equipment amounting
to $967,399 was liquidated and the proceeds applied to the
outstanding loan with Firstbank.

HAI leases the hotel facilities from the Puerto Rico Port
Authority under a lease agreement executed on March 27, 2007, and
subsequently amended on various occasions.

HAI filed for Chapter 11 bankruptcy (Bankr. D.P.R. Case No.
11-06620) on Aug. 5, 2011.  Judge Enrique S. Lamoutte Inclan
oversees the case.  Edgardo Munoz, PSC, in San Juan, P.R., serves
as bankruptcy counsel.  Francisco J. Garrido Molina serves as its
accountant, and RS & Associates as external auditors to perform
auditing services.  The Debtor disclosed US$8,547,993 in assets
and US$171,169,392 in liabilities as of the Chapter 11 filing.
The petition was signed by David Tirri, its president.


IMAGEWARE SYSTEMS: Neal Goldman Discloses 40.5% Stake at March 27
-----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Neal I. Goldman and his affiliates disclosed
that, as of March 27, 2013, they beneficially own 33,512,777
shares of common stock of Imageware Systems, Inc., representing
40.5% of the shares outstanding.  Mr. Goldman previously reported
beneficial ownership of 32,460,145 common shares or 18.2% equity
stake as of Sept. 10, 2012.  A copy of the amended filing is
available at http://is.gd/uGfOrY

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc.,
is a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

Imageware Systems incurred a net loss of $10.19 million in 2012,
as compared with a net loss of $3.18 million in 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $8.71 million
in total assets, $6.36 million in total liabilities and $2.34
million in total shareholders' equity.


IMH FINANCIAL: Incurs $32.2 Million Net Loss in 2012
----------------------------------------------------
IMH Financial Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $32.19 million on $4.74 million of total revenue for
the year ended Dec. 31, 2012, as compared with a net loss of
$35.19 million on $3.73 million of total revenue in 2011.  The
Company incurred a net loss of $117.04 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $221.01
million in total assets, $88.94 million in total liabilities and
$132.07 million in total stockholders' equity.

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

                        http://is.gd/ELQsAq

                       About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition.  The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.


INDIANA BANK: Bank of Indiana Sale Scheduled for April 26
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Indiana Bank Corp., a bank holding company, arranged
a hearing for April 26 for authority from the U.S. Bankruptcy
Court in Terra Haute, Indiana, to sell the four-branch Bank of
Indiana NA to First Farmers Bank & Trust.  Although higher offers
will be accepted, Indiana Bank said in a court filing that a
traditional auction is "impractical if not impossible," given
regulatory oversight.  First Farmers has 24 branches in Illinois
and Indiana.  The purchase price is based on a formula taking
deposits into consideration offset by loans.

                     About Indiana Bank Corp.

Indiana Bank Corp., a bank holding company, filed for
Chapter 11 protection (Bankr. S.D. Ind. Case No. 13-bk-80388) on
April 9, 2013, in Terra Haute, Indiana.

On April 9, the holding company announced that its four-branch
bank subsidiary Bank of Indiana NA will be sold to First Farmers
Bank & Trust.  First Farmers has 24 branches in Illinois and
Indiana.  It will acquire "significant assets" and assume
liability to depositors on their accounts.  The acquisition should
be completed in the third quarter.

Dana, Indiana-based Indiana Bank Corp. estimated assets and debt
both less than $10 million.


INDIGO-ENERGY INC: Richard Barry Appointed Receiver
---------------------------------------------------
The Superior Court of the State of New Jersey, Chancery Division-
General Equity, for the County of Essex, issued an order in the
matter of Jeffrey S. Chiesa, Attorney General of New Jersey on
behalf of Abbe R. Tiger, Chief of the New Jersey Bureau of
Securities, v. Everett Charles Ford Miller, et al., and Carr
Miller Care Limited Liability Company, et al., appointing Richard
W. Barry as receiver for Indigo-Energy, Inc.  A copy of that Order
is available for free at http://is.gd/SmBLAk

The receiver assumed jurisdiction and control over the assets and
operations of Indigo-Energy as of Nov. 1, 2012.

Effective as of Dec. 10, 2012, Steven P. Durdin resigned as
President and CEO and as a director of Indigo-Energy.  Steven P.
Durdin provided the Company with a written notice of his
resignation on Dec. 10, 2012.

                         About Indigo-Energy

Henderson, Nev.-based Indigo-Energy, Inc., is an independent
energy company, currently engaged in the exploration of natural
gas and oil.

The Company's balance sheet at Sept. 30, 2010, showed
$5.05 million in total assets, $11.35 million in total
liabilities, and a stockholders' deficit of $6.30 million.

Mark Bailey & Company, Ltd., in Reno, Nevada, expressed
substantial doubt about Indigo-Energy's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net capital deficiency.

Indigo-Energy previously notified the U.S. Securities and
Exchange Commission that it could not file its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010, within the time
prescribed.  On April 14, 2011, the Company informed the SEC that
it was unable to file its annual report within the extension
period due to financial constraints that prohibit the Company from
completing that Report.


INFINITY AUGMENTED: Delays Form 10-Q for Feb. 28 Quarter
--------------------------------------------------------
Infinity Augmented Reality, Inc., was unable to file its quarterly
report on Form 10-Q for the fiscal period ended Feb. 28, 2013, by
the prescribed date without unreasonable effort or expense due to
delays involved in the compiling of the Company's financial
information.  The Company expects to file the Form 10-Q no later
than the fifth calendar day following the prescribed due date, as
permitted by Rule 12b-25.

The Company is no longer engaged in its prior primary activity as
a specialty financial services company primarily engaged in the
acquisition of life settlement transactions.  As a result, the
Company is attempting to quantify the effect thereof on its
financial statements and disclosure obligations in Form 10Q.

                      About Augmented Reality

Augmented reality is a medium in which real sensory inputs are
enhanced, or augmented, with relevant digital information from the
Internet.  Using specially equipped eyewear, virtual images,
video, and sound are superimposed for the user over what is
actually seen and heard, heightening the real-life experience with
additional information that is pertinent, informative, practical,
and/or entertaining.  The individual user may also be fully
immersed in a virtual world, temporarily blocking out real
surroundings.  With augmented reality, sensory inputs are no
longer limited to what is within eyeshot or earshot, but may
incorporate, in real-time, all that the network has to offer.

Marcum LLP, in New York, N.Y., expressed substantial doubt about
Absolute Life's ability to continue as a going concern following
the Company's results for the fiscal year ended Aug. 31, 2011.
The independent auditors noted that the Company that the continued
existence of the Company is dependent upon its ability to generate
profit from its life settlement investments and to meet its
obligations as they become due.  "The demand for and selling
prices of the Company's products, may not be sufficient to meet
cash flow expectations.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern."

The Company's balance sheet at Nov. 30, 2012, showed $10.4 million
in total assets, $10.6 million in total liabilities and a $125,000
total stockholders' deficit.


INTEGRATED HEALTHCARE: Amends Credit Agreement With MidCap
----------------------------------------------------------
Integrated Healthcare Holdings, Inc., and its subsidiaries, WMC-A,
Inc., WMC-SA, Inc., Chapman Medical Center, Inc., and Coastal
Communities Hospital, Inc., entered into Amendment No. 5 to Credit
and Security Agreement and Limited Waiver, which amends the Credit
and Security Agreement, dated as of Aug. 30, 2010, as amended,
with MidCap Funding IV, LLC, as assigned to it from MidCap
Financial, LLC, as administrative agent and a lender.

Among other things, the Revolving Loan Amendment provides for the
following:

   * an increase in the Revolving Loan Commitment amount from
     $30,000,000 to $35,000,000;

   * the Applicable Margin was changed: (a) from 3.00% to 2.25%
     with respect to Revolving Loans bearing interest upon the
     Base Rate and (b) from 5.00% to 4.25% for all other Revolving
     Loans and Obligations;

   * the Commitment Expiry Date was extended to March 25, 2016;

   * certain modifications were made to the definitions of
     Permitted Indebtedness and Prepayment Fee and the lockbox
     requirements; and

   * the Company was granted a waiver of certain prior Events of
     Default or Defaults under the Revolving Loan Agreement and a
     waiver of the requirement to comply with the Fixed Charge
     Coverage Ratio covenant for the Defined Period ending
     March 31, 2013.

A copy of the Amended Security Agreement is available at:

                        http://is.gd/WHGKwb

Santa Ana, Calif.-based Integrated Healthcare Holdings, Inc., owns
and operates four community-based hospitals located in southern
California.  The Company's balance sheet at Dec. 31, 2012, showed
$164.0 million in total assets, $191.8 million in total
liabilities, and a stockholders' deficit of $27.8 million.

As of Dec. 31, 2012, the Company had total stockholders'
deficiency of $28 million and a working capital deficit of
$33 million.  The Company did not meet the financial covenants for
its revolving line of credit with MidCap, for the period ended
Dec. 31, 2012.  "Although the Company is not required to report
compliance with the financial covenant for its revolving line of
credit until 50 days after the fiscal quarter end, the Company is
seeking the lenders' consent to a potential non-compliance with
this financial covenant." the Company said in its quarterly report
for the period ended Dec. 31, 2012.


J.C. PENNEY: Myron Ullman Succeeds Ron Johnson as Chief Executive
-----------------------------------------------------------------
The Board of Directors of J.C. Penney Company, Inc., announced
that Myron E. (Mike) Ullman, III, has rejoined the Company as
Chief Executive Officer, effective immediately.  He has also been
elected to the Board of Directors.  Mr. Ullman is a highly
accomplished retail industry executive, who served as CEO of
jcpenney until late 2011.  He succeeds Ron Johnson, who is
stepping down and leaving the Company.

Thomas Engibous, chairman of the Company's Board of Directors,
said, "We are fortunate to have someone with Mike's proven
experience and leadership abilities to take the reins at the
Company at this important time.  He is well-positioned to quickly
analyze the situation jcpenney faces and take steps to improve the
Company's performance."

Mr. Ullman added, "While jcpenney has faced a difficult period,
its legacy as a leader in American retailing is an asset that can
be built upon and leveraged.  To that end, my plan is to
immediately engage with the Company's customers, team members,
vendors, and shareholders, to understand their needs, views, and
insights.  With that knowledge, I will work with the leadership
team and the Board to develop and clearly articulate a game plan
to establish a foundation for future success."

Mr. Engibous added, "On behalf of the Board of Directors, we would
like to thank Ron Johnson for his contributions while at jcpenney
and wish him the best in his future endeavors."

Mike Ullman is a veteran retail industry executive with more than
25 years of experience who has served in leadership roles at
several of the world's best-known retail companies.  Prior to
spending seven years leading jcpenney, as Chairman and CEO through
November 2011 and Executive Chairman through January 2012, he
served as Directeur General of the world's largest luxury group,
LVMH Moet Hennessy Louis Vuitton, in Paris; Chairman and Chief
Executive Officer of DFS Group Limited, the world's leading travel
retailer; and Chairman and Chief Executive Officer of R.H. Macy &
Co., Inc.  Mr. Ullman's prior retail experience also includes
leading Wharf Holdings Ltd. in Hong Kong and posts at Federated
Department Stores earlier in his career.  In addition, he
previously served as a White House Fellow in the Reagan
Administration, Vice President of Business Affairs at the
University of Cincinnati, and as an International Account Manager
for IBM Corporation.

Mr. Ullman currently serves on the boards of directors of
Starbucks Corporation (NASDAQ: SBUX), Saks Incorporated (NYSE:
SKS), and the COFRA Group headquartered in Zug, Switzerland, and
as Deputy Chairman of the Federal Reserve Bank of Dallas.  He is
an advisor to the board of directors of the Retail Industry
Leaders Association and is a past Chairman of the National Retail
Federation.  He is also Chairman of the Board of Mercy Ships
International, a global medical and human services charity. He
previously served as a director of Ralph Lauren Corporation;
Taubman Centers, Inc.; LVMH Moet Hennessy Louis Vuitton; Federated
Department Stores; and Segway, LLC.

                          About J.C. Penney

Plano, Texas-based J.C. Penney Company, Inc. is one of the U.S.'s
largest department store operators with about 1,100 locations in
the United States and Puerto Rico. Revenues are about $14 billion.

The Company carries Moody's Investors Service's B3 Corporate
Family Rating with negative outlook.

Early in March 2013, Standard & Poor's Ratings Services lowered
its corporate credit rating on Penney to 'CCC+' from 'B-'.  The
outlook is negative.  At the same time, S&P lowered the issue-
level rating on the company's unsecured debt to 'CCC+' from 'B-'
and maintained its '3' recovery rating on this debt, indicating
S&P's expectation of meaningful (50% to 70%) recovery for
debtholders in the event of a payment default.

"The downgrade reflects the performance erosion that has
accelerated throughout the previous year and seems likely to
persist over the next 12 months," explained Standard & Poor's
credit analyst David Kuntz.

At the same time, Fitch Ratings downgraded the Company's Issuer
Default Ratings to 'B-' from 'B'.  The Rating Outlook is Negative.
The rating downgrades reflect Fitch's concerns that there is a
lack of visibility in terms of the Company's ability to stabilize
its business in 2013 and beyond after a precipitous decline in
revenues leading to negative EBITDA of $270 million in 2012.
Penney, Fitch said, will need to tap into additional funding to
cover a projected FCF shortfall of $1.3 billion to $1.5 billion in
2013, which could begin to strain its existing sources of
liquidity.

In February 2013, Penney received a notice of default from a law
firm representing more than 50% of its 7.4% Debentures due 2037.
The Company has filed a lawsuit in Delaware Chancery Court seeking
to block efforts by the bondholder group to declare a default on
the 2037 bonds.  Penney also asked lawyers at Brown Rudnick LLP to
identify the investors they represent.


JACOBS FINANCIAL: Delays Form 10-Q for Feb. 28 Quarter
------------------------------------------------------
Jacobs Financial Group, Inc., was unable without unreasonable
effort and expense to prepare its accounting records and schedules
in sufficient time to allow its accountants to complete their
review of the Company's financial statements for the period
ended Feb. 28, 2013, before the required filing date for the
subject Quarterly Report on Form 10-Q.  The Company intends to
file the subject Quarterly Report on Form 10-Q on or before the
fifth calendar day following the prescribed due date.

                       About Jacobs Financial

Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a
Charleston, West Virginia-based holding company for First Surety
Corporation, a West Virginia domiciled surety, Triangle Surety
Agency, an insurance agency that specializes in coal reclamation
surety bonds, and Jacobs & Company, a registered investment
advisor.

Jacobs Financial reported a net loss of $1.10 million for the year
ended May 31, 2012, compared with a net loss of $1.30 million
during the prior fiscal year.

In the auditors' report accompanying the consolidated financial
statements for the year ended May 31, 2012, Malin, Bergquist &
Company, LLP, in Pittsburgh, PA, noted that the Company's
significant net working capital deficit and operating losses raise
substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at Nov. 30, 2012, showed $8.75 million
in total assets, $16.80 million in total liabilities, $1.87
million in total mandatorily redeemable convertible preferred
stock, and a $9.92 million total stockholders' deficit.


JAMES E. ROBERTS-OBAYASHI: Homeowners Association Gets $1.9 Mil.
----------------------------------------------------------------
The Miller Law Firm has recovered $1.9 million for the 888 7th
Street Owners Association.

The 224 unit mixed-use building is located near the San Francisco
Design Center and was completed in 2008 with nearly 80% BMR or
below market rate units.  James E. Roberts-Obayashi Corporation
and A.F. Evans Company developed the building and by 2010 the
building began to notice visible construction defects.  The common
areas showed visible signs of water intrusion, window failures,
roof leaks, metal corrosion and cracking in stucco and exterior
walls, along with plumbing and mechanical issues.

According to Thomas E. Miller, CEO of The Miller Law Firm, "Like
many buildings completed in 2008, this builder declared bankruptcy
shortly after the project was sold.  Associations do have rights
to proceed against insurance companies for these bankrupt
entities, which many consumers may not know.  While bankrupt
builders take little or no interest in a case or its outcome,
their insurance companies will hire counsel and experts to defend
their positions and construction defect claims are ultimately
paid."

Jonathan Schaefer, President of the board of directors of the
Association, states, "We knew the builder was bankrupt but we also
knew that the Association would be better off pursuing a claim
against their insurance rather than using our own reserve funds or
owner assessments.  While it is unfair that large builders are
able to walk away from all of their obligations, we are just
grateful that the funds we did receive will help restore our
community."

According to Rachel Miller, Senior Partner of The Miller Law Firm,
"What was so genuine about this building is the close knit
community that the owners shared.  A predominately Cantonese
speaking community, our firm created a translation program to
communicate to the owners with letters and updates.  Respecting
the interests of each unit owner with this program helped
alleviate the fear of the unknown while educating the community on
the ongoing investigations and the final recovery."

Detailed information regarding this case can be accessed via the
San Francisco Superior Court Web site at
http://www.sfsuperiorcourt.orgcase number CGC-10-500938.


JUMP OIL: Has Final OK to Use Cash Collateral of CRE & Lindell
--------------------------------------------------------------
Jump Oil Company, Inc., last month obtained final authorization
from the Hon. Kathy A. Surrat-States of the U.S. Bankruptcy Court
for the Eastern District of Missouri to use cash collateral of CRE
Venture 2011-1, LLC, and Lindell Bank.

As reported by the Troubled Company Reporter on Feb. 27, 2013,
Jump Oil filed an emergency motion to use cash use revenues and
rent from gas stations to, among other things, maintain, insure
and make necessary repairs to the sites.  The Debtor said it needs
to keep its gas stations as Phillips 66 branded sites to maximize
value in a Sec. 363 sale.

The Debtor has three secured creditors: Colonial Pacific Leasing
Corp., owed $17.9 million secured by liens on 37 of the Debtor's
gas stations; CRE Venture 2011-1, LLC, owed $716,000 allegedly
secured by three of the Debtor's sites; and Lindell Bank, owed
$347,000 allegedly secured by interest in two of the Debtor's
sites.  Colonial has consented to the Debtor's use of cash
collateral through May 31, 2013.

The Court granted on March 21, 2013, final authorization on the
Debtor's use of Lindell's cash collateral in the ordinary course
of business.

On March 26, 2013, the Court entered an agreed final order
authorizing the Debtor to use CRE's cash collateral through
June 30, 2013.  As reported in the Feb. 27 edition of the TCR, CRE
initially objected to deny the Debtor's request to use rent and
income from three parcels of real estate that secure the amounts
owed to CRE.

The Debtor will remain in possession of CRE's three sites, will
continue to collect rents from those sites, and will keep the CRE
Sites adequately insured and maintained.  The Debtor will retain
Mid-State Petroleum Equipment, Inc., to timely bring the CRE Sites
into PCI Compliance with Phillips 66 Company requirements.  The
costs of bringing the CRE Sites into PCI Compliance will be paid
from the rents from the sites previously collected by Debtor, as
well as rents from the CRE Sites collected by Debtor in the
future, and CRE will not be required to expend any out of pocket
funds for PCI Compliance.

To the extent any of the CRE Sites have not been sold by Debtor
prior to June 30, 2013, the Debtor agrees CRE will be entitled to
immediate relief from the automatic stay pursuant to 11. U.S.C.
Section 362(d) with respect to any unsold CRE Site to allow CRE to
proceed with its state law rights and remedies with respect to
those unsold CRE Sites.  The Debtor further agrees to waive the 14
day stay provided for in Rule 4001(d)(3) of the Federal Rules of
Bankruptcy Procedure, relating to any proposed order granting CRE
relief from the automatic stay.

                      About Jump Oil Company

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

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

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

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


JUMP OIL: Hearing on Proposed Bid Procedures Set for April 22
-------------------------------------------------------------
The Hon. Kathy A. Surrat-States of the U.S. Bankruptcy Court for
the Eastern District of Missouri will hold a hearing on April 22,
2013, at 11:00 a.m. to consider Jump Oil Company, Inc.'s request
for approval of its proposed bidding procedures with respect to
the sale of substantially all of its assets.

The Debtor owns approximately 42 parcels of real property and
related assets throughout Missouri, which are gas, service
stations and convenience stores.  The Gas Stations which are open
and operating are operated by third-party lessees pursuant to
lease agreements with Debtor.

The Debtor proposes to sell all of its respective rights, titles
and interests in the Gas Stations and any tangible personal
property utilized by the Debtor in the operation of the Gas
Stations to the highest bidder.  The Debtor says that the sale of
the Gas Stations and the Personal Property will maximize the value
of the Debtor's estate and best protect the interests of creditors
and other parties in interest.

The Debtor has three secured creditors: Colonial Pacific Leasing
Corp., owed $17.9 million secured by liens on 37 of the Debtor's
gas stations; CRE Venture 2011-1, LLC, owed $716,000 allegedly
secured by three of the Debtor's sites; and Lindell Bank, owed
$347,000 allegedly secured by interest in two of the Debtor's
sites.  Lindell Bank asserts a security interest in two Gas
Stations and related Personal Property.  The Debtor has already
filed a motion to sell these Lindell sites to a third-party.
Colonial has participated in the development of the Proposed Bid
Procedures and concurs that the Proposed Bid Procedures should be
approved.  Any sale is subject to Colonial's consent or Colonial
has the right to exercise its credit bid rights.  CRE has reviewed
the Proposed Bid Procedures and is not opposed to court approval
of the sale and the Proposed Bid Procedures.

A copy of the Proposed Bid Procedures is available for free at:

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

The Debtor has prepared a bid package that includes information
about the Assets.  For each asset, the Bid Package will set forth
the minimum value that will be considered to sell that asset.  The
Bid Package is maintained at:

http://www.matrixenergyandretail.com/sale_details.php?sale=93

Bidders must execute and deliver to Matrix the Confidentiality
Agreement in order to obtain Website access to Bid Packages.

Under the Bid Procedures, bids must be submitted by May 17, 2013,
at 5:00 p.m. (Prevailing Central Time) to 11 South 12th Street,
3rd Floor Richmond, VA 23219; Attn: M. Vance Saunders; Fax: (804)
780-019; E-mail: vsaunders@matrixcmg.com

The Bid is for a value not less than the aggregate minimum bid
amount for the assets which are the subject of the Bid and is
accompanied by a good faith deposit, paid via immediate wire
transfer or cashier's check payable to a lender account identified
in the Bid Package, in an amount equal to 10% of the proposed
purchase price set forth in the Bid.  The lender will hold the
deposit as security for the bidder's performance of its
obligations as a winning bidder or backup bidder.

If it is determined that an auction should be held, Matrix will
give each qualified bidder on an asset no less than seven calendar
days notice by electronic mail.

A hearing to consider approval of the sale will be held on
June 24, 2013.

                      About Jump Oil Company

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

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

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

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


JUMP OIL: Files Schedules of Assets and Liabilities
---------------------------------------------------
Jump Oil Company, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of Missouri its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $13,811,131
  B. Personal Property            $3,792,325
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,538,357
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $8,737,702
                               -------------    -------------
        TOTAL                    $17,603,456      $26,276,060

A copy of the Schedules is available for free at:

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

                      About Jump Oil Company

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

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

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

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


KIT DIGITAL: To File Stockholder Prepack Plan by April 24
---------------------------------------------------------
KIT digital, Inc. on April 16 disclosed that it has reached an
agreement with three of the Company's largest shareholders,
Prescott Group Capital Management, JEC Capital Partners, and Ratio
Capital Partners, to sponsor a reorganization of the Company under
chapter 11 of the U.S. Bankruptcy Code.  The reorganization is
expected to be effectuated pursuant to a Plan of Reorganization.
This is anticipated to include, among other things, a
recapitalization of the Company fully backstopped by the Plan
Sponsor Group, an opportunity for all existing shareholders to
participate in the recapitalization, and the regrouping of the
core operating entities Ioko 365, Polymedia, Kewego, Multicast and
Megahertz into a newly formed group entity called Piksel.  Through
the Plan, the Company expects to be in a position to pay all
vendors, suppliers and other holders of valid pre-petition claims.

Only the non-operating parent holding company, KIT digital, Inc.,
will commence a chapter 11 case to effectuate the proposed
restructuring.  It is anticipated that the chapter 11 filing will
occur by April 24, 2013.  KIT digital's already profitable
operating subsidiaries, including Ioko 365, Polymedia, Kewego,
Multicast and Megahertz will not be impacted.

KIT has taken this action, with the support of its Independent
Special Committee of the Board of Directors.  William V. Russell,
Non-executive Chairman of the Board of Directors, added, "We are
pleased to announce this comprehensive solution that will provide
KIT with relief from the financial, legal, and regulatory issues
currently encumbering it.  The Plan allows all shareholders the
opportunity to participate in the future growth of the Company and
at the same time it will complete the Company's restructuring by
strengthening the balance sheet and positioning it for profitable
growth."

"The Plan provides certainty and comfort to our customers and
employees and it will allow the reorganized company to
aggressively pursue growth opportunities with confidence," said
Peter Heiland, Interim Chief Executive Officer and Plan Sponsor
Group member.  "By moving the core businesses forward together
unburdened by the issues currently plaguing the corporate parent,
our customers and products can once again become the sole focus of
this exciting business."

Additionally, the Company has entered into a forbearance agreement
with its secured lenders, which provides that the secured lenders
will not exercise any remedies against the Company through
April 23, 2013, while the Company completes the necessary Plan
documents.

                      About KIT digital

New York-based KIT digital, Inc., is a premium provider of end-to-
end video management software and services.  Its KIT Video
Platform, a cloud-based video asset management system, enables
clients in the enterprise, media and entertainment and network
operator markets to produce, manage and deliver multiscreen social
video experiences to audiences wherever they are.  The Company
services clients in more than 50 countries including some of the
world's biggest brands such as Airbus, AT&T, The Associated Press,
BBC, Best Buy, Bristol-Myers Squibb, BSkyB, Disney-ABC, FedEx,
Google, HP, MTV, News Corp, Telecom Argentina, Telefonica,
Universal Studios, Verizon, Vodafone and Volkswagen.

Bloomberg News notes that the last financial statements for New
York-based Kit show revenue of $107.3 million for six months ended
June 30, resulting in a $110.8 million loss from operations,
including a $55 million goodwill-impairment charge.  The net loss
for the half year was $176 million.

The June 30 balance sheet showed assets of $357.1 million and
liabilities totaling $146.9 million.

The three-year closing high for the stock was $16.94 on Jan. 3,
2011. The closing low was 17 cents on Dec. 21.  The stock closed
April 16 at 38 cents in over-the-counter trading.


KIWIBOX.COM INC: Incurs $14 Million Net Loss in 2012
----------------------------------------------------
Kiwibox.com, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$14.01 million on $1.46 million of total net sales for the year
ended Dec. 31, 2012, as compared with a net loss of $5.90 million
on $599,615 of total net sales during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $6.87 million
in total assets, $25.91 million in total liabilities, all current,
and a $19.03 million total stockholders' impairment.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012.  The
independent auditors noted that the Company's revenues are
insufficient to finance the business, and the Company is entirely
dependent on the continuation of funding from outside investors.
These conditions raise substantial doubt about its ability to
continue as a going concern.

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

                       http://is.gd/2OG95k

The Company's annual report was filed late.  In a March 29 notice
to the Securities and Exchange Commission, Kiwibox.Com said it
could not file the annual report at that time because the Company
needs additional time to complete the financial statements and
prepare the Form 10-K.

                          About Kiwibox.com

New York-based Kiwibox.com, Inc., acquired in the beginning of
2011 Pixunity.de, a photoblog community and launched a U.S.
version of this community in the summer of 2011.  Effective
July 1, 2011, Kiwibox.com, Inc., became the owner of Kwick! -- a
top social network community based in Germany.  Kiwibox.com shares
are freely traded on the bulletin board under the symbol KIWB.OB.

The Company reported a net loss of $5.90 million in 2011, compared
with a net loss of $3.97 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $7.99 million in total assets,
$21.09 million in total liabilities, all current, and a $13.09
million total stockholders' impairment.

"The ability of the Company to continue its operations is
dependent on increasing sales and obtaining additional capital and
financing.  Our revenues during the foreseeable future are
insufficient to finance our business and we are entirely dependent
on the willingness of existing investors to continue supporting
the Company with working capital loans and equity investments, and
our ability to find new investors should the financial support
from existing investors prove to be insufficient.  If we were
unable to obtain a steady flow of new debt or equity-based working
capital we would be forced to cease operations."

In their report on the 2011 financial statements, Rosenberg Rich
Baker Berman & Company, in Somerset, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered losses from operations and has a working capital
deficiency as of Dec. 31, 2011.


LAGUNA DEVELOPMENT: Fitch Affirms 'BB+' Revenue Bonds Rating
------------------------------------------------------------
Fitch Ratings affirms Laguna Development Corporation's (LDC)
enterprise revenue bonds (the bonds) at 'BB+'. Fitch also affirms
LDC's 'BB' Issuer Default Rating (IDR) at 'BB'.

The Rating Outlook is Stable.

Key Rating Drivers

The affirmation of the ratings reflects LDC's strong financial
flexibility, which is enhanced by the regular amortization of the
debt and the cash flow sharing agreement with the Pueblo of Laguna
(Pueblo). The cash flow sharing agreement helps to ensure that
liquidity remains adequate at the enterprise level and that the
capital reinvestment remains robust. LDC's operating
diversification relative to other Native American gaming issuers
and the Pueblo's conservative financial policies are also factored
into the ratings.

LDC operates three casinos located along I-40 west of Albuquerque.
These include Route 66 Casino (about 15 miles from Albuquerque)
with approximately 1,630 slot machines and a 154-room hotel. There
is also the Dancing Eagle Casino with about 600 slot machines 30
miles further west catering more to the I-40 passerby traffic.
Finally, Casino Xpress has an additional 130 slot machines in a
rest area across the Route 66. The bonds benefit from a first-
priority revenue pledge in these and certain other ancillary
assets.

LDC's leverage as measured by debt/EBITDA is low at just under 2x
as of Dec. 31, 2012. Fitch expects the ratio to improve over the
next two to three years as LDC's debt amortizes. LDC is
contemplating a refinancing of its bonds, which amortize fully by
2021. However, Fitch expects LDC's new debt to have some level of
amortization and the company to continue reducing debt as Fitch
does not expect it to take on more debt in the foreseeable future.
Coverage of interest and principal by EBITDA is expected to remain
well above 3x.

In 2012, LDC was able to regain approximately 2% market share lost
in 2011 to some of the competitors in the Albuquerque market.
However, the gain came at the expense of margins, resulting in an
EBITDA decline. Fitch expects EBITDA and EBITDA margins to
stabilize in 2013 reflecting a more rational promotional
environment heading into 2013. Fitch projects flat top-line growth
for LDC, in line with the aggregate growth of the mature
Albuquerque market.

Cash Flow Sharing Agreement

LDC and the Pueblo of Laguna entered into a cash flow-sharing
agreement, which establishes minimum operating and capital
expenditure cash reserves to be maintained at LDC. The bulk of the
transfers to Pueblo are made annually based on a percentage of
cash remaining after the reserves are established. There is also a
fixed amount, comprising a small portion of total transfers that
the tribe receives in monthly increments.

Fitch views this agreement favorably as it enhances liquidity at
LDC, helps ensure proper levels of capital reinvestment and sets
tribal transfers at levels that are commensurate with the
cashflow-generating ability of the enterprise. The agreement is
part of the bond covenants.

The Pueblo maintains conservative financial policies on the tribal
side and does not rely heavily on transfers from the gaming
enterprises.

Entreprise Revenue Bonds

The 2006 bonds are secured by a lien on the cash flows of LDC. The
one-notch positive differentiation from the IDR reflects
additional debt covenants on the bonds, which limit pari passu
debt, improving recovery prospects in an event of default. The
covenants prohibit additional debt if pro forma leverage would
exceed 3.0x and debt service coverage falls below 2.5x.

The bonds also benefit from a trustee controlled flow of funds and
a springing debt service reserve fund (DSRF). The controlled flow
of funds and the funding of the DSRF are activated if debt service
coverage by EBITDA declines below 2x. A coverage level of less
than 1.5x would trigger an event of default.

Rating Sensitivities

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

-- Leverage as measured by debt/EBITDA trending closer to 1x;
-- Promotional environment remaining benign for an extended
   period;
-- The Pueblo providing more regular tribal level financial
   disclosure.

LDC's IDR is largely constrained within the 'BB' category
reflecting LDC's limited operating diversification relative to
Fitch's broader rated gaming universe. The competitive and
saturated nature of the Albuquerque market also pressures the
potential for positive rating movement.

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

-- Leverage as measured by debt/EBITDA approaching 2.5x;
-- Ramp-up of promotional activity in the market leading to
   significant operating pressure.

LDC's healthy liquidity and reinvestment in the properties as a
result of the cash flow agreement with the Pueblo plus solid
credit metrics provide ample rating cushion; therefore, Fitch does
not anticipate negative rating pressure in the near-to-medium
term.

Fitch affirms Laguna Development Corporation as follows:

-- IDR at 'BB';
-- Enterprise Revenue Bonds, series 2006 at 'BB+'.


LEHMAN BROTHERS: LBI Wins OK of London Affiliate Settlement
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Lehman Brothers Inc. received formal
court approval for a settlement ending disputes with the parent
company and U.K. liquidators for Lehman Brothers International
(Europe).  Agreements in principle were announced in October.

According to the report, at the April 16 hearing, the bankruptcy
judge authorized James Giddens, the Lehman brokerage trustee, to
allocate more than $15 billion to a pot for eventual distribution
to customers.  Mr. Giddens currently has $25 billion under his
control.

The reserves being held aside include almost $5.5 billion awaiting
resolution of disputes with Barclays Plc.  On settling with the
U.K. liquidators, Mr. Giddens previously said he will be able to
pay all customer claims in full.  Absent a settlement, Mr. Giddens
said he was precluded from making distributions to customers
beyond the more than $90 billion turned over shortly after
bankruptcy in September 2008.  Once customers are fully paid, the
excess can go to creditors.

The settlements resolve the $38 billion claim by LBIE.  It was the
largest in the Lehman brokerage liquidation conducted under the
Securities Investor Protection Act.

Mr. Giddens is yet to make a first distribution to non-customers.
Because the brokerage is in a SIPA liquidation, Mr. Giddens
eventually can make distributions to unsecured creditors without a
reorganization plan.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LODGENET INTERACTIVE: Colony Syndicate Closes Recapitalization
--------------------------------------------------------------
Colony Capital LLC has led a syndicate of investors in its
acquisition of LodgeNet Interactive Corporation.  This investment
is concurrent with LodgeNet's approximately $70 million
recapitalization and a new $358 million long term credit facility.
The investor group has been issued new common stock representing
100% ownership of LodgeNet.  This completes the Company's
emergence from Chapter 11.

Richard Nanula, Colony Principal and Chairman of Miramax, will
serve as LodgeNet's Chairman.  Mr. Nanula has previously served as
Chief Financial Officer of The Walt Disney Company and Amgen and
President and Chief Operating Officer of Starwood Hotels and
Resorts.

LodgeNet also announced the appointment of hospitality, marketing
and entertainment veteran Michael Ribero as President and Chief
Executive Officer.  Mr. Ribero previously served as Chief
Marketing Officer at Hilton and Eastern Airlines and held
executive positions at other technology-based advertising and
marketing firms.  He is currently on the board of the Tropicana
Las Vegas Hotel and Casino.

"Mike's substantial marketing experience in the hospitality
industry and focus on execution speaks directly to the needs of
our customers, and his leadership of media and technology
companies will enable LodgeNet to capitalize on the many growth
opportunities that lie ahead," said Mr. Nanula.  "We are confident
that the combination of LodgeNet's new management team, the
Company's improved financial flexibility and the previously
announced strategic partnership with DIRECTV will significantly
benefit customers, partners, employees and all stakeholders in the
months and years ahead."

"We are refocusing LodgeNet to provide a new range of
opportunities for our customers," said Company President and CEO
Michael Ribero.  "LodgeNet is committed to partnering with the
hotel and healthcare industries to deliver innovative, user-
friendly, value-added media and entertainment solutions."  Mr.
Ribero continued, "Together with Colony, which brings financial
and operational flexibility and the new strategic partnership with
DIRECTV, we will offer our customers new entertainment and
connectivity options, as well as equipment financing that provides
a solid foundation for growth."

Liner Grode Stein LLP, Sullivan & Cromwell and Guggenheim
Securities LLC represented Colony in this transaction.  Miller
Buckfire & Co. LLC, a wholly-owned subsidiary of Stifel Financial
Corp., FTI Consulting, Inc., and Moorgate Securities LLC served as
financial advisors to LodgeNet; Weil Gotshal & Manges LLP acted as
restructuring legal counsel; and Leonard, Street and Deinard acted
as corporate legal counsel to the Company.  Akin Gump Strauss
Hauer & Feld LLP and CDG Group, LLC acted as advisors to the agent
for the term lenders.

                           About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.

As of Sept. 30, 2012, LodgeNet, on a consolidated basis, reported
$292 million in assets and $449 million in liabilities.

LodgeNet Interactive and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 13-10238) on Jan. 27,
2013, with a prepackaged Chapter 11 plan of reorganization.

The plan extends the maturity date and modifies a $332.6 million
term loan and $21.5 million revolver.  Colony Capital, LLC, is
acquiring 100% of the new shares of the reorganized company for
$60 million.

Weil, Gotshal & Manges LLP serves as counsel to the Debtors;
Leonard Street and Deinard is the co-counsel; Miller Buckfire &
Co., LLC and Moorgate Bankers are the investment banker; FTI
Consulting, Inc. is the financial advisor; and Kurtzman Carson
Consultants is the claims and notice agent.

The Bankruptcy Court approved the prepackaged Chapter 11 plan for
LodgeNet Interactive Corp.


MAMMOTH RESOURCES: Failure to Post Bond Moots Appeal From Sale
--------------------------------------------------------------
Chief District Judge Joseph H. McKinley, Jr., in Bowling Green,
Ky., dismissed as moot an appeal from a Bankruptcy Court order
approving the sale of certain assets of Mammoth Resources
Partners, Inc.

Clearview Energy LLC, argues the Bankruptcy Court erred when it
held that 11 U.S.C. Sec. 365(d)(4) did not apply to oil and gas
leases and allowed certain oil and gas leases to be sold as
property of the estate.  Robert W. Leasure, in his capacity as
Chapter 11 Trustee, sought dismissal of the appeal.

In 1992 Larry Jones and Steve Jones entered into an oil and gas
lease with Green Oil Company. The Larry Jones Oil and Gas Lease
and the Steve Jones Oil and Gas Lease were assigned to Mammoth
Resource on Sept. 1, 2005.  Mammoth Resource and its affiliates,
Mammoth Resource Partners, Inc. and Mammoth Filed Services, Inc.,
owned and operated gas and oil well interests.

The Chapter 11 Trustee of the estates filed a motion on Oct. 17,
2012, seeking to sell certain oil well interests which included
the Jones Oil and Gas Leases pursuant to 11 U.S.C. Sec. 363(b).

Clearview filed an objection to the motion, and after a hearing,
the Bankruptcy Court granted the motion, approving the sale on
Dec. 12, 2012.

Clearview filed a motion to reconsider as well as a motion to stay
the sale pending the determination of the motion to reconsider.  A
hearing was held in the Bankruptcy Court on Jan. 8, 2013, and the
following day, an Order was entered denying the motion to stay.
On Jan. 17, the motion to reconsider was denied.  Clearview
appealed.

At Clearview's behest, the Bankruptcy Court granted the stay of
the sale on the condition that Clearview post a $400,000 bond.
Clearview then filed an emergency petition before the District
Court requesting to be relieved from the bond requirement.  After
a hearing on Jan. 25, 2013, the District Court denied Clearview
the requested relief.  The sale was held Jan. 29, 2013, pursuant
to the sale order and the assets of the estates were sold to the
highest bidder in the amount of $400,000.  The sale was confirmed
on Feb. 4, 2013.

Clearview argues that under 11 U.S.C. Sec. 365(d)(4), the Jones
Oil and Gas Leases were not assets of the bankruptcy estates, and
the Chapter 11 Trustee could not sell them.

A trustee is given 120 days after the date of the order for relief
to assume "an unexpired lease of nonresidential real property" or
it shall be deemed rejected under Section 365(d)(4). It is
undisputed that the Jones Oil and Gas Leases were not assumed
within the 120 days.

The issue before the Court according to Clearview, however, is
whether oil and gas leases constitute nonresidential leases of
real property within the meaning of Sec. 365(d)(4) in Kentucky.

The Chapter 11 Trustee contends that "[p]ursuant to Sec. 363(m),
an appeal of an order authorizing the sale of estate property must
be dismissed on the basis of 'statutory mootness' once the sale is
consummated if an appellant fails to obtain a stay of the sale
order pending its appeal."  Since Clearview failed to obtain a
stay, the Trustee states that Section 363(m) applies to eliminate
the burden of engaging in litigation upon purchaser of the asset.

In response, Clearview argues that Sec. 363(m) is not applicable
because it only applies to the sale of property of a bankruptcy
estate, and as it states in its appeal, the Jones Oil and Gas
Leases were not property of the bankruptcy estate since the
Trustee never assumed the leases pursuant to Sec. 365(d)(4).

The District Court, however, noted that Clearview failed to obtain
a stay on the proceedings, and the District Court previously held
that the $400,000 bond requirement was not an abuse of discretion
as the Trustee provided evidence that there was an interested
bidder willing to pay over $300,000 for the leases and equipment
at auction, with the possibility of more interested bidders.
While Clearview argues that Section 363(m) does not apply because
the Jones Oil and Gas Leases were not part of the estate, the
District Court noted that the Bankruptcy Court made specific
findings that, indeed, the oil and gas leases were part of the
estate and authorized the Sale Order based on that finding.

The District Court points to a Sixth Circuit ruling in In re
Nashville Sr. Living, LLC, 620 F.3d 584, 591 (6th Cir. 2010), that
Section 363(m) "limits appellate review of a consummated sale
regardless of the merits of legal arguments raised against it."
According to the District Court, since Sec. 363(m) moots appeal
from an unstayed order of sale regardless of claims that the
property sold did not constitute property of the estate,
Clearview's attempt to overrule the Sale Order are moot.

The case is CLEARVIEW ENERGY, LLC, Appellant, v. MAMMOTH RESOURCES
PARTNERS, INC., et al., Appellee, Civil Action No. 1:13-CV-00009-
JHM (W.D. Ky.).  A copy of the District Court's April 8, 2013
Memorandum Opinion and Order is available at http://is.gd/EFqQ0e
from Leagle.com.

Cave City, Kentucky-based Mammoth Resource Partners, Inc., filed
for Chapter 11 bankruptcy (Bankr. W.D. Ky. Case No. 10-11377) on
Sept. 8, 2010.  Judge Joan A. Lloyd presides over the case.  David
M. Cantor, Esq. -- cantor@derbycitylaw.com -- at Seiller Waterman
LLC, serves as the Debtor's counsel.  In its petition, the Debtor
estimated $1 million to $10 million in assets and $100,001 to
$500,000 in debts.  A list of the Company's 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/kywb10-11377.pdf The petition was
signed by Roger L. Cory, CEO.


MERISEL INC: Majority Owners to Cancel Status as "Public Company"
-----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Saints Capital Granite, L.P., and Saints
Capital Granite, LLC, disclosed that, as of April 2, 2013, they
beneficially own 47,500,000 shares of common stock of Merisel,
Inc., representing 95.5% of the shares outstanding.

On April 2, 2013, the Reporting Persons advised Merisel that they
were considering terminating Merisel's status as a public company.
The Reporting Persons expect that a third-party valuation firm
will determine a fair value for Merisel.  If the Reporting Persons
consider the valuation reasonable, the Reporting Persons would
expect to convert the necessary amount of Convertible Notes to
cause the Reporting Persons' holdings of Common Stock of Merisel
to exceed 90% of the outstanding shares of Common Stock and
implement a short-form merger in which minority shareholders will
receive cash for their shares of Common Stock.

A copy of the regulatory filing is available at:

                       http://is.gd/0cgEPO

                          About Merisel

Merisel operates in a single reporting segment, the visual
communications services business.  It entered that business
beginning March 2005, through a series of acquisitions, which
continued through 2006.  These acquisitions include Color Edge,
Inc., and Color Edge Visual, Inc.; Comp 24, LLC; Crush Creative,
Inc.; Dennis Curtin Studios, Inc.; Advertising Props, Inc.; and
Fuel Digital, Inc.

The Company's balance sheet at Sept. 30, 2012, showed
$23.3 million in total assets, $34.1 million in total liabilities,
and a stockholders' deficit of $10.8 million.

"The Company had a cash balance of $286,000 at Sept. 30, 2012, and
experienced reduced revenues for the three and nine months ended
Sept. 30, 2012, compared to the same periods in 2011, resulting in
a net loss and net cash used in operating activities for the
interim periods then ended.  Additionally, during October 29th and
30th the Company's Carlstadt, New Jersey facility experienced
significant damage due to Hurricane Sandy.  The Company will incur
additional expenses for the replacement/repair of damaged
equipment and to continue to service its client base until the
facility is fully operational.  It is anticipated that the
additional costs incurred will exceed the insurance proceeds; the
extent to which is uncertain.  These factors raise substantial
doubt about the Company's ability to continue as a going concern,"
according to the Company's quarterly report for the period ended
Sept. 30, 2012.


MERISEL INC: Incurs $18.1 Million Net Loss in 2012
--------------------------------------------------
Merisel, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$18.13 million on $58.06 million of net sales for the year ended
Dec. 31, 2012, as compared with a net loss of $2.45 million on
$69.65 million of net sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $32.53
million in total assets, $42.53 million in total liabilities and a
$10 million total stockholders' deficit.

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

                        http://is.gd/XHHti3

                            About Merisel

Merisel Inc. operates in a single reporting segment, the visual
communications services business.  It entered that business
beginning March 2005, through a series of acquisitions, which
continued through 2006.  These acquisitions include Color Edge,
Inc., and Color Edge Visual, Inc.; Comp 24, LLC; Crush Creative,
Inc.; Dennis Curtin Studios, Inc.; Advertising Props, Inc.; and
Fuel Digital, Inc.

As reported by the Troubled Company Reporter on Jan. 14, 2013,
Merisel and its subsidiaries entered into a Waiver and Amendment
No. 3 to Revolving Credit and Security Agreement with PNC Bank,
National Association, as lender and agent for the lenders.
Pursuant to the PNC Amendment, the Company, the Subsidiaries and
PNC agreed to amend the Revolving Credit and Security Agreement,
dated as of Aug. 13, 2010, to waive certain events of default
arising from the Company's failure to comply with the fixed charge
coverage ratio set forth in the PNC facility and the incurrence of
debt to Saints Capital Granite, L.P., to amend the fixed charge
coverage ratio and certain other financial covenants in the PNC
Facility, and to permit the Company to borrow up to $6 million in
subordinated debt from Saints subject to certain conditions.


METEX MFG: Exclusive Plan Filing Period Extended Until May 15
-------------------------------------------------------------
Judge Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York signed an order extending Metex Mfg.
Corporation's exclusive plan filing period through May 15, 2013,
and its exclusive plan solicitation period through July 15.

                            About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.  It filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-
14554) on Nov. 9, 2012.  The petition was signed by Anthony J.
Miceli, president.  The Debtor estimated its assets and debts at
$100 million to $500 million.  Judge Burton R. Lifland presides
over the case.

Affiliate Kentile Floors, Inc., filed a separate Chapter 11
petition (Bankr. S.D.N.Y. Case No. 92-46466) on Nov. 20, 1992.

Caplin & Drysdale, Chartered represents the Official Committee of
unsecured Creditors in the Debtor's case.


METEX MFG: FCR Can Hire ARPC as Evaluation Consultants
------------------------------------------------------
Judge Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York authorized Lawrence Fitzpatrick, the
legal representative for future claimants appointed in the Chapter
11 case of Metex Mfg. Corporation to hire Analysis, Research and
Planning Corporation is its claims evaluation consultants,
specifically in the estimation of the number and value of present
and future asbestos personal injury claims against the Debtor.

The hourly rates for ARPC professionals are $450 to $650 for
principals, $350 to $425 for directors, $225 to $350 for
consultants, and $150 to $225 for analysts.  The firm will also be
reimbursed for any necessary out-of-pocket expenses.

                            About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.  It filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-
14554) on Nov. 9, 2012.  The petition was signed by Anthony J.
Miceli, president.  The Debtor estimated its assets and debts at
$100 million to $500 million.  Judge Burton R. Lifland presides
over the case.

Affiliate Kentile Floors, Inc., filed a separate Chapter 11
petition (Bankr. S.D.N.Y. Case No. 92-46466) on Nov. 20, 1992.

Caplin & Drysdale, Chartered represents the Official Committee of
unsecured Creditors in the Debtor's case.


MORGAN'S FOODS: Bandera Invests $2.1MM, Now Has 26% Stake
---------------------------------------------------------
Morgan's Foods, Inc., announced the closing of a $2,104,500 equity
investment by Bandera Master Fund L.P. in a negotiated and exempt
private placement of 1,052,250 Company common shares at the
purchase price of $2.00 per share.  The Bandera investment was
made pursuant to a Share Purchase Agreement, which was dated and
closed on April 12, 2013, between the Company and Bandera.  As a
result of the investment, Bandera now owns approximately 26% of
the Company's issued and outstanding common shares.

This equity transaction provides the Company with the flexibility
to pursue additional financial restructuring opportunities.

"We welcome the Bandera investment and look forward to having Jeff
Gramm join the Board.  Jeff has a long history of investing
successfully in the restaurant industry and we look forward to his
input," said Steven S. Kaufman, the Chairman of the Special
Committee.

The Share Purchase Agreement and the related agreements were
negotiated by and approved by a Special Committee of the Board of
Directors comprised of Steven S. Kaufman (chairman), Marilyn
Eisele and Bernard Lerner, each an independent director.  The
Special Committee received a fairness opinion from Western Reserve
Partners LLC that the consideration to be received by the Company
from the Bandera investment was fair, from a financial point of
view, to the Company's shareholders unaffiliated with the
transaction.  After approval of the Bandera investment by the
Special Committee, the Board of Directors approved the Bandera
investment for purposes of Chapter 1704 of the Ohio Revised Code.

In connection with the Bandera investment and pursuant to the
Share Purchase Agreement the Board appointed Jeff Gramm of Bandera
to the Board of Directors to fill a vacancy on the Board of
Directors created by the resignation on Dec. 31, 2012, of the
Company's former chairman, Leonard R. Stein-Sapir.  The Board also
adopted a policy that no executive employee, other than the
Company's Chief Executive Officer, will be nominated to serve on
the Board of Directors.  As a result of the new Board policy and
in connection with the closing of the Bandera transaction, Kenneth
L. Hignett, the Company's Senior Vice President, Chief Financial
Officer and Secretary, at the request of the Special Committee,
voluntarily resigned from the Board of Directors creating a new
vacancy on the Board of Directors, which the Board of Directors
intends to fill in the near future.  Mr. Hignett will continue to
serve the Company in his capacity as Senior Vice President, Chief
Financial Officer and Secretary.

To facilitate the Bandera investment the Board of Directors also
approved (i) an amendment to the Company's Shareholder Rights
Agreement to permit Bandera to beneficially own in the aggregate
up to 27% of the Company's outstanding common shares without
becoming an Acquiring Person for purposes of the Shareholder
Rights Agreement and (ii) an agreement granting Bandera limited
demand registration rights.  In addition, the Company has agreed
to include one Bandera selected person in the Company's slate for
election to the Board of Directors at the Company's Annual Meeting
of Shareholders.  JCP has also signed a standstill agreement with
the Company.

On April 10, 2013, the Board of Directors of Morgan's Foods
amended and restated its Amended and Restated Shareholder Rights
Agreement.  The primary effect of the amendment and restatement of
the Rights Agreement is to amend the definition of who qualifies
as an "Acquiring Person" pursuant to the Agreement.  The Rights
Agreement now allows Bandera Master Fund L.P., a Cayman Islands
exempted limited partnership (or any of its associates or
affiliates), to beneficially own in the aggregate not more than
27% of the Company's Common Shares issued and outstanding without
becoming an Acquiring Person.  A copy of the Rights Agreement,
including the exhibits thereto, is available free of charge at:

                        http://is.gd/O8YkMz

              Adoption of Long-Term Incentive Plan

On April 9, 2012 the Company's Board of Directors adopted and
approved Morgan's Foods Long-Term Incentive Plan.  A total of
150,000 Company common shares are reserved and available for
awards under the LTIP.

The purpose of the LTIP is to enable the Company and its
subsidiaries to attract, retain and reward key employees and
directors of the Company and of its affiliates and to strengthen
the mutuality of interests between those employees and the
Company's shareholders by offering those employees equity or
equity-based incentives thereby increasing their proprietary
interest in the Company's business and enhancing their personal
interest in the Company's success.  As of April 9, 2013,
approximately 35 key employees, officers and directors were
eligible to participate in the LTIP.

The Board of Directors may amend, alter or discontinue the LTIP as
long as it does not impair the rights thereunder of any
participant.

A copy of the LTPI is available for free at:

                        http://is.gd/vK36L7

                  Long-Term Incentive Plan Grants

On April 9, 2013, the Committee granted incentive equity awards
pursuant to the LTIP of (i) 2,285 restricted common shares each to
James C. Pappas, Steven S. Kaufman, Marilyn A. Eisele and Bernard
Lerner in consideration of their service on the Committee, and
(ii) 6,000 restricted common shares each to Steven S. Kaufman,
Marilyn A. Eisele and Bernard Lerner in consideration of their
service on a Board Special Committee.  In addition, on April 9,
2013, the Committee granted an incentive equity award pursuant to
the LTIP of 3,429 restricted common shares to James C. Pappas as
non-cash compensation for his service as Chairman of the Board.

Each of the grants of restricted common shares described above
will be forfeited if the grantee is no longer serving as a
director of the Company on October 10, 2013.

                        About Morgan's Foods

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

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

The Company reported a net loss of $1.68 million for the year
ended Feb. 26, 2012, compared with a net loss of $988,000 for the
year ended Feb. 27, 2011.

The Company's balance sheet at Nov. 4, 2012, showed $52.57 million
in total assets, $53.24 million in total liabilities and a
$675,000 total shareholders' deficit.


MOUNT SAINT MARY'S: High Debt Cues Moody's to Affirm Ba2 Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Mount Saint Mary's University's
Ba2 rating on the Series 2006 and 2007 revenue bonds issued
through Frederick County, Maryland. The rating outlook remains
negative.

Rating Rationale:

The Ba2 rating with a negative outlook reflects Mount Saint Mary's
University's frail balance sheet, elevated debt burden, and
complex debt structure as well as the university's limited ability
to grow its balance sheet and materially improve its cash position
due to structural operating deficits and planned capital projects.
The rating also incorporates continued growth in enrollment and
net tuition per student, favorable fundraising and improved
operating cash flow to fund debt service.

Challenges

- Extremely weak balance sheet with just $1.7 million of
   expendable financial resources, cushioning $65.2 million of
   debt a very thin 0.03 times, and a growing expense base of
   $64.5 million just 0.03 times in FY 2012. Financial resources
   are depressed by a post-retirement health liability and swap
   liability totaling $11.8 million.

- History of structural operating deficits and sustained
   negative operating margins challenge the university's ability
   to build its balance sheet. Moody's three-year average annual
   operating margin was negative 10.6% from FY 2010 -- FY 2012.
   Over that same time period, cash flow covered debt service 1.2
   times.

- Complex debt structure with thin monthly liquidity of $13.4
   million in FY 2012, providing 87.2 monthly days cash on hand
   and covering bank debt that could be accelerated with certain
   covenant violations by just 66.5%. The university lacks
   counterparty diversity as its bank loans, swaps and operating
   line of credit are provided by one bank.

- Highly competitive market environment, as the university
   competes with public universities in Maryland, as well as
   regional private universities.

Strengths

- Year-to-year growth of net tuition per student, up 16.5% to
   $16,185 in FY 2012 from $13,888 in FY 2008 with management
   projecting another year of growth in FY 2013. Net tuition
   revenue growth is particularly important given the
   university's 85% dependence on student charges.

- Trend of enrollment growth as enrollment increased a
   remarkable 14% since fall 2010 to 2,186 full-time equivalent
   (FTE) students in fall 2012. Enrollment growth is attributable
   to increased capacity with the opening of a new residence hall
   on the Emittsburg campus, as well as growing non-traditional
   student enrollment at a facility in Frederick, Maryland.

- Favorable gift revenue for the rating category with a three-
   year average of $6.5 million from FY 2010-FY 2012.

Outlook

The negative outlook reflects Moody's expectation that the
university will be challenged to grow its balance sheet and
materially improve its cash position due to structural operating
deficits and planned capital projects, leaving it with thin error
for margin should enrollment not meet expectations. Stability
could return if the university continues to grow net tuition and
auxiliary revenue, sustain the improved operating performance of
FY 2012 and maintain material headroom over the debt service
coverage covenant requirements.

What Could Make the Rating Go Up

Unlikely at this time, given the negative outlook. Substantial
growth in liquid financial resources coupled with no additional
borrowing; continued stable market position with incremental
growth; improvement in operating performance; continued growth in
net tuition per student

What Could Make the Rating Go Down

Violation of covenant requirements; acceleration of all or a
portion of debt; additional borrowing or further erosion of
balance sheet liquidity; failure to receive gifts as planned to
reimburse the endowment; further draws on financial resources;
sustained pressure on student market reflected in enrollment or
net tuition revenue declines

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


MRH ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: MRH Enterprises, Inc., a California Corporation
        aka Denny's
        9227 Haven Avenue, Suite 215
        Rancho Cucamonga, CA 91730

Bankruptcy Case No.: 13-16677

Chapter 11 Petition Date: April 12, 2013

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Mark D. Houle

Debtor's Counsel: Robert P. Goe, Esq.
                  GOE & FORSYTHE, LLP
                  18101 Von Karman, Ste. 510
                  Irvine, CA 92612
                  Tel: (949) 798-2460
                  Fax: (949) 955-9437
                  E-mail: kmurphy@goeforlaw.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 four largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/cacb13-16677.pdf

The petition was signed by Miles R. Holland, president.


NATIONAL ENVELOPE: EFG-Clermont Acquires Former Facility
--------------------------------------------------------
The latest chapter in a major Union Township, New Jersey
redevelopment project is being written with the sale of the former
National Envelope Corporation facility to EFG-Clermont Terrace,
LLC, an EnviroFinance(R) Group company doing business in New
Jersey.  EFG-Clermont Terrace, LLC (EFG-CT) intends to change the
nature of the site with the creation of a vibrant residential
community.

The approximately 15-acre property was sold by the estate of the
bankrupt National Envelope Company - East.  Terms were not
disclosed.  NEC Holdings Corp. declared bankruptcy under Chapter
11 of the bankruptcy code on June 10, 2010, and later converted to
a Chapter 7 case on December 13, 2011.

"This is a remarkable opportunity to make excellent reuse of a
site in a manner that complements the existing residential
character of the neighborhood and takes advantage of the nearby
transit options," said Mike McMullen, an executive vice president
with EFG-CT.

McMullen said EFG-CT has been working with Union Township and
elected officials over the past year to settle upon a design
scheme that will include a variety of for-sale and rental housing
opportunities.  The proximity to the New Jersey Transit's Union
train station, less than a mile to the east, also adds to the
site's accessibility.

EnviroFinance Group, LLC and its affiliated companies have a
proven track record of redeveloping once challenging sites into
more successful new and thriving locales, with representative
projects such as the Richard P. Kane Wetland Mitigation Bank in
the Carlstadt, New Jersey, and additional environmental
remediation projects currently being developed in California,
Colorado and Maine.

Planning for the three month-long demolition process is underway.
Remediation of environmental conditions that resulted from the
property's industrial legacy will proceed concurrently.

"A construction fence and video security system will be installed
shortly," said Chris Miller, EFG's vice president of environmental
management.  Mr. Miller, who will supervise the demolition, said
salvage of re-usable building materials is a priority as part of
the company's overall approach to sustainable redevelopment
practices.

EFG-CT has received intense interest from a number of builders and
developers, with experience in housing that ranges from apartments
and condominiums, to townhouses and single-family homes.  Over the
next few months it expects to have contracts for specific parcels
so that the potential builders can obtain planning approvals and
building permits.

                  About EnviroFinance(R) Group:

Headquartered in Sacramento, California, EnviroFinance Group, LLC
-- http://www.envirofinancegroup.com-- is a land redevelopment
company that acquires, remediates and repurposes environmentally
impaired real estate across the United States.

                        About NEC Holdings

Uniondale, New York-based National Envelope Corporation was
the largest manufacturer of envelopes in the world with
14 manufacturing facilities and 2 distribution centers and
approximately 3,500 employees in the U.S. and Canada.

NEC Holdings Corp., together with affiliates, including National
Envelope Inc., filed for Chapter 11 (Bankr. D. Del. Lead Case No.
10-11890) on June 10, 2010.  Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor LLP, served as bankruptcy counsel to the
Debtors.  David S. Heller, Esq., at Josef S. Athanas, Esq., and
Stephen R. Tetro II, Esq., at Latham & Watkins LLP, served as
co-counsel.  The Garden City Group is the claims and notice agent.
Bradford J. Sandler, Esq., and Robert J. Feinstein, Esq., at
Pachuiski Stang Ziehl & Jones LLP, represented the Official
Committee of Unsecured Creditors.  Morgan Joseph & Co., Inc.,
served as the financial advisor to the Committee.  NEC Holdings
estimated assets and debts of $100 million to $500 million in its
Chapter 11 petition.

In September 2010, National Envelope's key assets were bought in
a roughly $208 million deal by The Gores Group LLC, a West Coast
private equity firm that manages about $2.9 billion of capital.

Judge Peter J. Walsh on Dec. 12, 2011, approved NEC Holdings'
request to convert its Chapter 11 case into a full liquidation.
Judge Walsh approved NEC's October request to liquidate the
remainder of its assets, which the company said was necessary
because it was quickly running out of cash to cover the remaining
claims against it, including the cleanup of a New Jersey
manufacturing site.


NAVISTAR INTERNATIONAL: First Amendment to JPMorgan Credit Pact
---------------------------------------------------------------
Navistar International Corporation and Navistar, Inc., on April 2,
2013, entered into a First Amendment to each of:

   (a) the Term Loan Credit Agreement, dated as of Aug. 17, 2012,
       among Parent, the Borrower, the Lenders from time to time
       party thereto, and JPMorgan Chase Bank, N.A., as
       Administrative Agent and Collateral Agent;

   (b) the Guarantee and Collateral Agreement, dated as of
       Aug. 17, 2012, among Parent, the Borrower and certain other
       Subsidiaries of Parent party thereto and JPMCB, as
       Collateral Agent; and

   (c) the Collateral Cooperation Agreement, dated as of Aug. 17,
       2012, by and among Bank of America, N.A., in its capacity
       as administrative agent for the ABL Secured Parties, and
       JPMCB, in its capacity as administrative and collateral
       agent for the Term Secured Parties. J.P. Morgan Securities
       LLC was appointed to act as sole lead arranger and sole
       bookrunner in connection with this Term Amendment.

As a condition precedent to the effectiveness of the Term
Amendment, the Company was required to use the net proceeds from
the completed sale of $300,000,000 aggregate principal amount of
its 8.25% Senior Notes due 2021 to repay a portion of the
outstanding Tranche B Term Loans.

The Borrower's remaining Tranche B Term Loans under the Credit
Agreement were repriced pursuant to the Term Amendment.  Under the
terms of the Term Amendment, the interest rate on the outstanding
Tranche B Term Loans is based, at the Borrower's option, on an
adjusted eurodollar rate, plus a margin of 4.50%, or an alternate
base rate, plus a margin of 3.50%.  The adjusted eurodollar rate
was amended to reduce the eurodollar rate "floor" to 1.25%.  The
repricing reflects a 1.00% decrease in the margin for both
eurodollar rate loans and alternate base rate loans, and a .25%
decrease in the eurodollar rate "floor".  The maturity of the
Tranche B Term Loans was amended to be Aug. 17, 2017.

The call protection on the Tranche B Term Loans was extended to
twenty-four months from April 2, 2013.  The security for the
borrowings under the Credit Agreement was amended to remove used
truck inventory, which assets were provided as additional
collateral for borrowings under the ABL Credit Agreement.  Certain
provisions under the asset disposition, incurrence of indebtedness
and restricted payment covenants in the Credit Agreement were
amended to provide incremental flexibility for the Company as
further set forth in the Term Amendment.

In connection with the prepayment and repricing of those Tranche B
Term Loans, the Borrower was required to pay to the Tranche B Term
Lenders a premium of 1.0% of the aggregate outstanding amount of
such Tranche B Term Loans.

Contemporaneously with entering into the Term Amendment, the
Borrower entered into an Amendment No. 1 to (a) the Amended and
Restated ABL Credit Agreement, dated as of Aug. 17, 2012, among
the Borrower, the Lenders from time to time party thereto, and
Bank of America, N.A., as Administrative Agent, and (b) the
Amended and Restated Security Agreement, dated as of Aug. 17,
2012, between the Borrower and the ABL Agent, pursuant to which
used truck inventory (and certain related assets) of the Borrower
were included in the assets securing borrowings under the ABL
Credit Agreement.  The borrowing base was amended to include the
lesser of (i) 65% of eligible used truck inventory, valued at the
lower of cost and market value, and (ii) 85% of the net orderly
liquidation value of eligible used truck inventory.  In connection
with the addition of those assets to the borrowing base, certain
adjustments were made to the covenants to reflect the additional
assets included in the borrowing base.  The Borrower paid a fee of
$175,000 to its asset based lenders in connection with the ABL
Amendment.

Copies of the Credit Amendments are available for free at:

                         http://is.gd/F4AC6d
                         http://is.gd/YcAwqk

                     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.


NATIONAL HOLDINGS: Shareholders Elect Three Directors
-----------------------------------------------------
National Holdings Corporation held its 2013 annual meeting of
stockholders on April 4, 2013, at which Mark Goldwasser, Leonard
Sokolow and Salvatore Giardina were elected to serve as class III
directors.  The shareholders approved a non-binding advisory basis
the Company's executive compensation.  The shareholders also
approved a non-binding advisory proposal to hold a non-binding
vote on executive compensation every two years.

                        About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

The Company incurred a net loss of $1.93 million for the year
ended Sept. 30, 2012, compared with a net loss of $4.71 million
during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $16.58
million in total assets, $19.48 million in total liabilities and a
$2.89 million total stockholders' deficit.

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code."


NET TALK.COM: Delays 2012 Annual Report
---------------------------------------
Net Talk.com, Inc., informed the U.S. Securities and Exchange
Commission that it will late in filing its annual report on Form
10-K for the period ended Dec. 31, 2012.  The Company is working
with its independent CPA to complete the annual report and
footnote disclosures to be included as integral part of Form 10 K.

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

The Company's balance sheet at Sept. 30, 2012, showed $5.58
million in total assets, $20.52 million in total liabilities,
$7.20 million in redeemable preferred stock, and a $22.15 million
total stockholders' deficit.

Net Talk.com incurred a net loss of $26.17 million for the year
ended Sept. 30, 2011, compared with a net loss of $6.30 million
during the prior year.


NEWLEAD HOLDINGS: Fails to Comply with NASDAQ's Bid Price Rule
--------------------------------------------------------------
NewLead Holdings Ltd. received a written notification from the
NASDAQ Stock Market LLC indicating that the Company is not in
compliance with the NASDAQ Listing Rule 5450(a)(1) because the
minimum bid price of its common shares was below $1.00 per share
for the previous 30 consecutive business days.

Pursuant to the NASDAQ Listing Rule 5810(c)(3)(A), the Company has
been granted a 180-day compliance period, ending on Oct. 1, 2013,
to regain compliance with the minimum bid price requirement.
During this compliance period, NewLead's common stock will
continue to be listed and traded on the NASDAQ Global Select
Market.  The Company may regain compliance with the minimum bid
price requirement if the minimum bid price of NewLead's common
shares equals at least $1.00 per share for a minimum of ten
consecutive business days at any time during the compliance
period.

NewLead continues to monitor the minimum bid price of its common
shares and is considering all its options in order to regain
compliance within the minimum bid price requirement.

                         About NewLead Holdings

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.

Newlead Holdings's balance sheet balance sheet at June 30, 2012,
showed US$111.28 million in total assets, US$299.37 million in
total liabilities and a US$188.08 million total shareholders'
deficit.


NEWLEAD HOLDINGS: Prime Shipping Owns 22.9% Stake at Jan. 31
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Prime Shipping Holding Ltd and Philippos Philis
disclosed that, as of Jan. 31, 2013, they beneficially own
176,505,785 common shares of NewLead Holdings, Ltd., representing
22.9% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/e0NIWi

                      About NewLead Holdings

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings.
NewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.

Newlead Holdings's balance sheet balance sheet at June 30, 2012,
showed US$111.28 million in total assets, US$299.37 million in
total liabilities and a US$188.08 million total shareholders'
deficit.


NORTHLAKE FOODS: 11th Cir. Affirms Dismissal of Clawback Suit
-------------------------------------------------------------
The U.S. Court of Appeals for the Eleventh Circuit upheld a
district court's affirmance of a bankruptcy court judgment
dismissing a clawback lawsuit commenced by the trustee for
Northlake Foods, Inc., against a company shareholder.

Northlake Foods is a Georgia corporation that owned approximately
150 Waffle House restaurants in Georgia, Florida, and Virginia.
On March 1, 1991, A. Douglas McGarrity, a shareholder of
Northlake, executed a Shareholders Agreement.  In 2005, Northlake
designated itself an S corporation.  Accordingly, its shareholders
were responsible for paying the taxes owed on Northlake's income.

The amount of Mr. McGarrity's personal income tax attributable to
his share of Northlake's 2005 taxable income was $94,429.  In
2006, citing Sec. 5.01 of the Shareholders Agreement, the board of
directors authorized a dividend for Mr. McGarrity and made a cash
payment to him for $94,429.

On Aug. 3, 2010, David Crumpton, the bankruptcy trustee, filed the
complaint in the Bankruptcy Court, claiming (1) that the 2006
Transfer was a fraudulent transfer subject to avoidance and
recovery by Mr. Crumpton under 11 U.S.C. Secs. 544, 548, 550, and
551 and the Georgia Uniform Fraudulent Transfer Act, Sec. 18-2-70
et seq. and (2) seeking disallowance and equitable subordination
of Mr. McGarrity's claims brought in Northlake's bankruptcy under
11 U.S.C. Sec. 502(d) and 510(c).  Mr. McGarrity moved for
judgment on the pleadings.

The Bankruptcy Court granted the motion, ruling that the complaint
reflected that Northlake received reasonably equivalent value for
the 2006 Transfer.  The Bankruptcy Court reached this conclusion
on two grounds: first, it determined that the 2006 Transfer
satisfied an antecedent debt created by the Shareholders
Agreement,; second, the court determined that Northlake received
reasonably equivalent value for the 2006 Transfer "by virtue of
the Debtor's Subchapter S election for federal income tax
purposes."

In an order issued on Feb. 9, 2011, the Bankruptcy Court dismissed
the complaint without prejudice.

Mr. Crumpton filed an amended complaint; it alleged that the 2006
Transfer constituted an illegal dividend under Georgia law,
O.C.G.A. Sec. 14-2-640(c) and again sought disallowance and
equitable subordination of Mr. McGarrity's claims under 11 U.S.C.
Secs. 502(d) and 510(c).  Mr. McGarrity moved the court to
dismiss.

In an order issued on Sept. 9, 2011, the Bankruptcy Court granted
the motion, ruling that O.C.G.A. Sec. 14-2-640 only applies to
directors, and Mr. McGarrity was not a Northlake director.

Mr. Crumpton appealed the Bankruptcy Court's Feb. 9, 2011 order
and Sept. 9, 2011 order to the U.S. District Court for the Middle
District of Florida.

As reported by the Troubled Company Reporter on Oct. 2, 2012, the
District Court affirmed the Feb. 9, 2011 order, holding that the
2006 Transfer satisfied an antecedent debt created by the
Shareholders Agreement.  The District Court also affirmed the
Sept. 9, 2011 order, holding that Georgia's illegal dividend
statute could not be applied to Richard Stephens because he was
not a Northlake director.

Mr. Crumpton took an appeal from the District Court's judgment to
the Circuit Court.

"Taking the allegations in the complaint as true, it is clear that
Northlake received valuable benefits under the Shareholders
Agreement in exchange for the 2006 Transfer.  The exchange
contemplated by the agreement is simple enough: McGarrity agreed
to pay his share of Northlake's taxes if it ever decided to be
treated as an S corporation.  In exchange, Northlake would
reimburse McGarrity the following year for the tax liability he
incurred that was attributable to Northlake's income. This
agreement benefitted Northlake because it enabled the company to
shift to S-corporation status whenever it determined it was
advantageous to do so.  When Northlake elected this status, it
enjoyed the added benefit of freeing up cash that otherwise would
have been dedicated to paying its tax liability -- though it would
have to reimburse its shareholders the following year for taking
on this liability.  Thus, the agreement provided Northlake with
two valuable benefits: flexibility and time," the Appeals Court
held.

The appellate case is, DAVID H. CRUMPTON, Plaintiff-Appellant, v.
A. DOUGLAS MCGARRITY, Defendant-Appellee, No. 12-15604 (11th
Cir.).  A copy of the Appeals Court's April 16, 2013 is available
at http://is.gd/MFVdMYfrom Leagle.com.

Tampa, Florida-based Northlake Foods, Inc., is a "Subchapter S"
Georgia corporation that owned roughly 150 Waffle House
restaurants in Georgia, Florida, and Virginia.  The company filed
for Chapter 11 relief (Bankr. M. D. Fla. Case No. 08-14131) on
Sept. 15, 2008.  Lori V. Vaughan, Esq., Roberta A. Colton, Esq.,
and Stephanie C. Lieb, Esq., at Trenam, Kemker, Scharf, Barkin,
Frye, O'Neill & Millis, P.A., represented the Debtor as counsel.
In its schedules, the Debtor listed total assets of $8,449,885 and
total debts of $9,370,829.

On Jan. 28, 2009, in accordance with the Bankruptcy Court's order
confirming the Debtor's Chapter 11 plan, the Bankruptcy Court
approved the appointment of David H. Crumpton as Distribution
Trustee for the Debtor's Distribution Trust.


OMEGA NAVIGATION: Plan Confirmation Hearing Continued to May 13
---------------------------------------------------------------
The hearing to consider confirmation of Omega Navigation
Enterprises Inc.'s Chapter 11 Plan of Reorganization will be
continued on May 13, 2013, at 02:00 PM.

Under the Plan, a gross of $1.8 million is theoretically available
for unsecured creditors.  Professional fees exceeding prior
estimates mean the net available for distribution is $1 million to
$1.5 million.  The disclosure statement explaining the Plan says
it's possible there could be nothing for unsecured creditors if
other claims with higher priority come in larger than anticipated.
Otherwise, the predicted recovery is 2.5% to 4% for unsecured
creditors whose claims range from $40 million to $120 million.

The report relates that in the senior lender settlement, the
secured creditors waived claims and agreed to pay most
professional expenses while providing $500,000 for distribution to
unsecured creditors.

The Debtor has also turned ownership of the eight vessels over to
secured lenders as part of a settlement generating $500,000 for
distribution to unsecured creditors.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

HSH Nordbank AG, as the senior lenders' agent, has first liens on
vessels to secure a US$242.7 million loan.  The lenders include
Bank of Scotland and Dresdner Bank AG.  The ships are encumbered
with US$36.2 million in second mortgages with NIBC Bank NV as
agent.  Before bankruptcy, Omega sued the senior bank lenders in
Greece contending they violated an agreement to grant a three
year extension on a loan that otherwise matured in April 2011.

An affiliate of Omega that manages the vessels didn't file, nor
did affiliates with partial ownership interests in other vessels.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OMEGA NAVIGATION: Cash Collateral Use Extended Until April 22
-------------------------------------------------------------
The hearing before the U.S. Bankruptcy Court for the Southern
District of Texas on Omega Navigation Enterprises Inc.'s motion to
use cash collateral is continued to April 22, 2013, at 02:00 PM.
The Debtor's use of the Cash Collateral is also extended until the
date of the hearing.

As reported in the Troubled Company Reporter on Jan. 8, 2013, HSH
Nordbank AG, as agent, asserts that pursuant to the senior
facilities agreement and the other senior facilities documents,
the Debtors are indebted to the senior facilities lenders in the
principal amount of US$242,720,000, plus accrued and accruing
interest and all other amounts.   The junior lenders assert a
lien on inter alia, the ships, all cash collateral and all
prepetition collateral pursuant to a US$42,500,000 loan dated
March 27, 2008.

As adequate protection from diminution in value of the lenders'
collateral, the Debtors will:

   -- make adequate protection payments;

   -- grant the lenders adequate protection liens in all of their
      rights, title and interest in their property, and a
      superpriority administrative expense claim status, subject
      to carve out.

   -- provide continued maintenance of, and insurance on, the
      ships and all of their other assets and property,
      consistent with the Debtors' prepetition practices.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

HSH Nordbank AG, as the senior lenders' agent, has first liens on
vessels to secure a US$242.7 million loan.  The lenders include
Bank of Scotland and Dresdner Bank AG.  The ships are encumbered
with US$36.2 million in second mortgages with NIBC Bank NV as
agent.  Before bankruptcy, Omega sued the senior bank lenders in
Greece contending they violated an agreement to grant a three
year extension on a loan that otherwise matured in April 2011.

An affiliate of Omega that manages the vessels didn't file, nor
did affiliates with partial ownership interests in other vessels.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


ORAGENICS INC: Common Stock Begins Trading on NYSE MKT
------------------------------------------------------
Oragenics, Inc.'s common stock has been approved for listing on
the NYSE Euronext's NYSE MKT.  Trading is expected to commence on
the NYSE MKT on Wednesday, April 10, 2013, under the ticker symbol
'OGEN'.

"We are pleased to begin trading on NYSE MKT," said John N.
Bonfiglio PhD, President and CEO of Oragenics.  "This listing
marks an important step in our Company's development by giving us
greater access to a broader investor base and by providing
increased transparency and liquidity for the financial community."

"We welcome Oragenics, Inc. to the NYSE MKT family of listed
companies," Scott Cutler, executive vice president, Global
Listings at NYSE Euronext.  "Oragenics will be joining other
growth oriented companies in the U.S. taking advantage of the
NYSE's advanced and innovative market model to offer a premier
value for listing and trading their stocks."

The listing approval is contingent on the Company continuing to
meet all of the initial listing requirements on the day it is
scheduled to commence trading.

                        About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

Oragenics incurred a net loss of $13.09 million in 2012, as
compared with a net loss of $7.67 million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $10.48
million in total assets, $1.25 million in total liabilities, all
current, and $9.23 million in total shareholders' equity.


ORMET CORP: To Sell Biz to Lenders for $130MM Debt
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ormet Corp. filed papers with the bankruptcy court in
Delaware saying no one has shown interest in buying the business
other than current lender and part owner Wayzata Investment
Partners LLC.  At a May 15 hearing, Ormet wants the bankruptcy
judge to approve the sale of the business in exchange for $130
million in secured debt, plus the loan financing bankruptcy.  The
bankruptcy court previously approved auction and sale procedures
with bids due by May 8, followed by a May 13 auction.  If there
are no other bids, Ormet wants the judge to approve the debt swap
with Wayzata.

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Attorneys at Dinsmore & Shohl LLP and Morris, Nichols, Arsht &
Tunnell LLP serve as counsel to the Debtors.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.


OSAGE EXPLORATION: Hikes Apollo Facility to $20 Million
-------------------------------------------------------
Osage Exploration and Development, Inc., on April 5, 2013,
executed a first amendment to a note purchase agreement, amending
the $10,000,000 senior secured note purchase agreement dated
April 27, 2012, with Apollo Investment Corporation.  The Amendment
amended certain terms of the Note Purchase Agreement, including
increasing the total facility to $20 million from $10 million,
amending certain covenants for the remainder of the term of the
Note Purchase Agreement, and providing a limited waiver for
certain covenants as of March 31, 2013.

At execution of the Amendment the Company drew down $5 million and
paid a $100,000 amendment fee to Apollo.

A copy of the First Amendment is available for free at:

                         http://is.gd/QOKBeV

                       About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

GKM, LLP, in Encino, California, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2011 financial results.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit as of Dec 31, 2011.

The Company's balance sheet at Sept. 30, 2012, showed $13.19
million in total assets, $5.16 million in total liabilities and
$8.03 million in total stockholders' equity.

                         Bankruptcy Warning

Management of the Company has undertaken steps as part of a plan
to improve operations with the goal of sustaining the Company's
operations for the next 12 months and beyond.  These steps include
(a) assigning a portion of the Company's oil and gas leases in
Logan County, Oklahoma (b) participating in drilling of wells in
Logan County, Oklahoma within the next 12 months, (c) controlling
overhead and expenses and (d) raising additional equity or debt.
There is no assurance the Company can accomplish these steps and
it is uncertain the Company will achieve profitable operations and
obtain additional financing.  There is no assurance additional
financings will be available to the Company on satisfactory terms
and conditions, if at all.  If the Company is unable to continue
as a going concern, the Company may elect or be required to seek
protection from its creditors by filing a voluntary petition in
bankruptcy or may be subject to an involuntary petition in
bankruptcy.


OSMOSE HOLDINGS: Sponsor Dividend No Impact on Moody's B2 CFR
-------------------------------------------------------------
Moody's Investors Service said that Osmose Holdings Inc.'s
proposed debt-funded sponsor dividend is credit negative, but at
present does not impact the company's ratings or outlook.

On November 6, 2012, Moody's downgraded Osmose Holdings' Corporate
Family Rating to B2 from B1, affirmed the B2 Probability of
Default Rating, and assigned B2 ratings to the company's proposed
first lien senior secured credit facilities.

Osmose Holdings, Inc. is a provider of utilities and railroad
infrastructure services, and a manufacturer and marketer of wood
preservation chemicals. Osmose is owned by investment funds
managed by private equity sponsor Oaktree Capital Management, L.P.


PATRIOT COAL: Peabody Energy Balks at Bid to Conduct Probe
----------------------------------------------------------
Tiffany Kary, writing for Bloomberg News, reports that Peabody
Energy Corp. is objecting to Patriot Coal Corp.'s proposal to
investigate possible claims, saying the coal producer already
plans to pursue a lawsuit and has set aside $2 million to fund it.
Peabody said it is already cooperating with information requests
and restoring old e-mails and records at its own cost.

"None of this is legitimately necessary to 'investigate' a
potential adversary proceeding against Peabody," the company said
in its filing, according to the report.  "If it were, Patriot
would not have proposed already to set aside $2 million for a
litigation trust to fund litigation against Peabody."

Peabody also argued that Patriot was "solvent, adequately
capitalized and positioned for success" and that Patriot
controlled 1.2 billion tons of coal reserves and saw its stock
price quadruple to $80 a share from $18 in the year after it was
spun off.

                        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 St. Louis, Missouri was signed Dec. 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.


PATRIOT COAL: Noteholders' Bid for Ch.11 Trustee Challenged
-----------------------------------------------------------
Tiffany Kary, writing for Bloomberg News, reports that Patriot
Coal Corp., its unsecured creditors and its bankruptcy lenders are
objecting to the request to appoint a Chapter 11 trustee, saying
it would trigger a default on Patriot's bankruptcy operating loan.

"Ironically, the noteholders point to a potential financial
covenant default down the road as a reason for appointing a
trustee, without acknowledging that the relief they request would
ensure and greatly accelerate the crisis they allegedly want to
avoid," Patriot said, according to the report.

The report also says Patriot disputed the noteholders' main
argument for appointing a trustee -- that most of Patriot's 99
units in bankruptcy don't have obligations to its unions and
retirees and can therefore be reorganized separately.  Any
separation of Patriot's units "would be utterly impracticable and
severely damaging to the debtors' business operations, resulting
in value degradation for all of the debtors' stakeholders,"
Patriot said, according to the report.

Citigroup Inc.'s Citibank and Bank of America Corp., serve as
agents to Patriot's loan.  According to the Bloomberg report,
Citibank said Patriot's access to cash collateral would end and
lenders would "cease extending further credit" in the event a
trustee is appointed.

The report also notes Wilmington Trust Co., as indenture trustee
for Patriot's $250 million in 8.25% senior notes due in 2018, said
it supports the motion to appoint a trustee.

        Patriot Wants Noteholders to Disclose Investments

Bloomberg also reports that Patriot is asking the Court to compel
the noteholders to disclose details of all their investments by
April 23 or be barred from participating in the case.  By
complying with a bankruptcy rule that groups of investors state
their holdings to the court, Patriot and the U.S. Trustee, a
bankruptcy watchdog for the Justice Department, can "fully and
accurately evaluate the actions and intentions of the noteholder
group," Patriot said.

                  April 23 Hearing in St. Louis

There's a hearing April 23 in bankruptcy court in St. Louis, Mo.,
on Patriot's request to modify employee benefits by changing its
deal with the United Mine Workers of America.

The request of noteholders Aurelius Capital Management LP and
Knighthead Capital Management LLC to appoint an independent
Chapter 11 trustee will also be heard that day.  Aurelius and
Knighthead own 3.25% notes due this year and a majority of the
8.25% notes due in 2018, the funds said in court papers, according
to Bloomberg.

                        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 St. Louis, Missouri was signed Dec. 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.


PATRIOT COAL: Battle Lines Drawn for April 23 Hearing
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that battle lines are being drawn for an April 23 hearing
with coal producer Patriot Coal Corp., the official creditors'
committee, plus the bankruptcy lenders on one side, and
noteholders Aurelius Capital Management LP and Knighthead Capital
Management LLC on the other, supported by their indenture trustee.

According to the report, the bankruptcy judge at the April 23
hearing will decide if Patriot can have a second expansion of the
exclusive right to propose a Chapter 11 reorganization plan.  The
noteholders oppose extending so-called exclusivity, saying
creditors could file a reorganization plan for the Patriot mines
where there is no union.  Patriot and Citibank NA, agent for the
bankruptcy lenders, say that confirming a plan for even one
company makes the entire loan come due.

The report notes that if U.S. Bankruptcy Judge Kathy A. Surrat-
States grants the motion, she's likely to deny the noteholders'
request by to appoint a Chapter 11 trustee.  The trustee motion is
also on the April 23 calendar.  Patriot is fighting back against
Aurelius and Knighthead, who say they own majority of the $250
million in 8.25% senior notes due in 2018 and a substantial amount
of the 3.25% notes.  The company at the April 23 hearing will ask
the judge to bar the noteholders from participating in the case
until they comply with bankruptcy rules and make a public filing
describing the terms on which they are working together.

Patriot, Citibank and the committee filed papers opposing
appointment of a trustee, pointing out that the DIP loan financing
the bankruptcy will be in default if there is a trustee.  The
committee argued in its papers that the non-union mines can't be
reorganized separately.  The panel points out that all the Patriot
companies, including the non-union mines, are liable on the DIP
loan and on the $959 million claim owing to the mine workers'
pension plan trust.  Wilmington Trust Co., as indenture trustee
for the 8.25% notes, sides with the noteholders.

                        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.


PEREGRINE FINANCIAL: Customers Challenge Trustee's Fees
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Peregrine Financial Group Inc.,
Ira Bodenstein, is seeking approval of an interim payment of
$1.23 million in fees.  A group calling itself the Commodity
Coalition Inc. filed papers this week opposing the payment, saying
it "is not reasonably under any" standards.

According to the report, Mr. Bodenstein is making his fee request
under Section 326(a) of the Bankruptcy Code, which caps the fees
for a trustee at 3% of distributions over $1 million.  Given that
Mr. Bodenstein has distributed $123.4 million, his fee request
theoretically could be $3.7 million.  Given that it's a request
for interim fees, Mr. Bodenstein is asking for 1%, or $1.23
million.

The Commodity Coalition quotes Mr. Bodenstein's fee request as
showing he worked 744 hours so far.  At his normal rate of $475
an hour, the fee would be $354,000, or less than 30% of the
request based on the statutory formula, the group says.

The Coalition concedes that Mr. Bodenstein "has provided valuable
services" and "does not challenge either the quality or quantity
of the trustee's services." The Coalition believes the court
should permit only "reasonable" fees.

The Bankruptcy Appellate Panel for the Ninth Circuit ruled last
year that fees at the statutory rate are "presumptively"
reasonable.

The Coalition says it is a nonprofit group with 10,000 commodity
customers as members.  It was formed after the MF Global Holdings
Ltd. bankruptcy.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PETERKIN & ASSOCIATES: Court Won't Allow Re-Sale of Assets
----------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse denied the request of
the chapter 7 trustee on behalf of debtor Peterkin & Associates,
Inc., for reconsideration of the Court's prior order approving the
sale of certain of Peterkin's assets.

Peterkin owns personal property used in connection with the
provision of group homes for mentally and developmentally
disadvantaged adults.  On Dec. 22, 2010, Peterkin filed a
voluntary petition under chapter 11, and George Oliver was
appointed as trustee on June 7, 2012.  The case was converted to
chapter 7 on December 21, 2012, and Mr. Oliver continued as
trustee.

Alice D. Smith owns real property where the group homes are
operated, and filed a voluntary petition under chapter 13 (Bankr.
E.D.N.C. Case. No. 11-02629) on April 4, 2011; her case was
converted to chapter 11 on Dec. 20, 2012.

Smith serves as executive director at Peterkin and signed
Peterkin's bankruptcy petition.

On Feb. 7, 2013, with the consent of the debtor and all parties
present at the hearing on debtor Smith's motion to dismiss the
chapter 11 case, the case was converted to chapter 7 and Mr.
Oliver was appointed trustee.

Mr. Oliver filed a Motion for Order Authorizing The Auction and
Sale of Assets Free and Clear of All Interests in the Peterkin
case on Feb. 5, 2013, and in the Smith case on Feb. 8, 2013.  The
Trustee employed Research & Planning Consultants, L.P., as a
consultant for the estate to properly value the facilities,
licenses, certifications, and other unique attributes of the
properties.

The court held a hearing on those motions for sale in both of the
Peterkin and Smith cases, and in connection with the other four
parcels of real property and other four lots of associated
personal property as well, on March 6, 2013.  At the hearing, the
trustee represented that the properties had been auctioned
pursuant to procedures authorized by the Court and that the high
bids were reasonable.

The only bids, and thus the high bids, for two of the Smith
properties -- Devonshire Trail and Greenhouse Lane, the properties
at issue -- together with the Peterkin personal property situated
thereon, were proffered by Greater Image Healthcare, Corp., which
bid $51,500 for each of the Smith real properties, and $10,000
each for the associated Peterkin personal property, in a total
amount of $123,000 for all four properties.

The other four Smith properties and the related Peterkin personal
property all were sold to other parties for substantially higher
amounts.  The remaining Smith properties sold for $150,000;
$189,000; $230,000; and $181,000. The remaining four lots of
corresponding Peterkin personal property sold for $230,000;
$195,600; $230,000; and $187,000.

Greater Image thus acquired the properties for less than any other
high bidders paid for any one property, which was evident from the
bid summaries prepared by the trustee and used as exhibits in the
courtroom.

The court ruled from the bench, granting to the trustee the
authority to sell the six residences owned by Smith and leased to
Peterkin, as well as the personal property assets owned by
Peterkin and located in the six leased facilities, to those high
bidders. The bidding procedures and the sale process were entirely
regular, and Greater Image timely complied with the trustee's
request for submission of a deposit.

The court entered an order on March 22, 2013, which captured the
terms of the court's bench ruling on March 6, 2013, in which it
formally approved the bids and directed transfer of the properties
via deed.

After the March 6 hearing, however, Willie Cooper, a creditor in
both cases who was present at the March 6 hearing, requested of
the trustee that he reconsider acceptance of the bids related to
the Devonshire Trail and Greenhouse Lane real and personal
property.

Mr. Cooper submitted bids on the other four real properties owned
by Smith and associated personal property owned by Peterkin, but
was not the high bidder on any of those properties.  He did not
bid on the Devonshire Trail and Greenhouse Lane properties.

On March 12, 2013, Mr. Cooper tendered bids of $137,700 for the
real property at Devonshire Trail and $101,500 for the associated
personal property; the bids exceed the value of Greater Image's
previously submitted bids by $86,200 and $91,500, respectively. Mr
Cooper also tendered a bid of $131,300 for the real property at
Greenhouse Lane and $126,500 for the associated personal property;
these bids exceed Greater Image's bids by $79,800 and $126,500,
respectively.

Upon receipt of the Cooper bids, the trustee, citing his fiduciary
duty to maximize the value of the assets of the estate, filed the
motions to reconsider to bring to the Court's attention the
drastically increased bids, such that the Court could consider
whether the previously accepted bids accurately reflect the true
value of the properties.

Greater Image objected, pointing out that it complied with all
auction procedures, submitted what proved to be the high bids in a
timely manner, and provided the required deposit upon request of
the trustee.  In Greater Image's view, the bidding process has now
culminated in a "unilateral contract which was fully executed and
completed by the tendering of the bid funds in accordance with the
instructions of the Trustee," such that Greater Image has fully
vested property rights in both the Devonshire Trail and Greenhouse
Lane properties.  For this court to revoke these rights by way of
reconsideration, Greater Image argues, would be a violation of
Greater Images' property and due process rights. It maintains,
without contradiction by the trustee, that it is in full
compliance with all directives by the trustee and stands ready to
complete all payments necessary to facilitate transfer of the
properties.

In denying the trustee's request, Judge Humrickhouse turned to
Reid v. King, 157 F.2d 868, 870 (4th Cir. 1946).  In Reid, the
Fourth Circuit affirmed the decisions of the lower courts to
recognize the authority of the bankruptcy referee to reject the
original high bid on certain stocks, and to allow amended bids,
ultimately resulting in an aggregate increase of approximately 35%
over the original bid amount.  According to Judge Humrickhouse,
the Reid court emphasized that it was not considering whether to
set aside a completed sale, but rather the circumstances in which
the court could refuse to confirm a sale.

"In both the Peterkin and Smith cases, this court concludes that
it has before it no legal or factual basis on which it could
conclude that the bids offered by Greater Image, proffered by the
trustee, and represented by the trustee to be 'reasonable' prior
to the sale, are now grossly inadequate. The court's conscience
likewise is not 'shocked,' although its fiscal sensibilities are
certainly bruised by the prospect of the estate being unable to
capitalize on the higher bid offers, and in that respect it can
empathize with the trustee's understandable frustration in the
late appearance of a bidder who seemingly could and should have
come forward sooner. All that said, the bottom line is that the
sale of these properties was properly effectuated and, in this
instance, the balance thus turns 'in favor of the policy of
strengthening public confidence in judicial sales and executed
contracts," said Judge Humrickhouse, citing Reid.

An identical order was entered in the Smith case.

A copy of the Court's April 15, 2013 Amended Order is available at
http://is.gd/liIfMVfrom Leagle.com.

Peterkin & Associates, Inc., aka IPA, based in Fayetteville, North
Carolina, filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case
No. 10-10442) on Dec. 22, 2010.  Judge Stephani W. Humrickhouse
presides over the case.  Stephon John Bowens, Esq. --
stephon@bowenslawpllc.com -- at Bowens Law, PLLC.  In its
petition, the Debtor estimated $1 million to $10 million in assets
and debts.  A list of the Company's 21 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nceb10-10442.pdf


PGI INCORPORATED: Incurs $6.2 Million Net Loss in 2012
------------------------------------------------------
PGI Incorporated filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$6.24 million on $29,000 of revenue for the year ended Dec. 31,
2012, as compared with a net loss of $5.48 million on $56,000 of
revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.37 million
in total assets, $71.08 million in total liabilities and a $69.71
million stockholders' deficiency.

BKD, LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has significant accumulated deficit, and is in default on
its primary debt, certain sinking fund and interest payments on
its convertible subordinated debentures and its convertible
debentures.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/8yyhAR

                       About PGI Incorporated

St. Louis, Mo.-based PGI Incorporated, a Florida corporation, was
founded in 1958, and up until the mid 1990's was in the business
of building and selling homes, developing and selling home sites
and selling undeveloped or partially developed tracts of land.
Over approximately the last 15 years, the Company's business focus
and emphasis changed substantially as it concentrated its sales
and marketing efforts almost exclusively on the disposition of its
remaining real estate.  This change was prompted by its continuing
financial difficulties due to the principal and interest owed on
its debt.

Presently, the most valuable remaining asset of the Company is a
parcel of 366 acres located in Hernando County, Florida.  The
Company also owns a number of scattered sites in Charlotte County,
Florida (the "Charlotte Property"), but most of these sites are
subject to easements which markedly reduce their value and/or
consist of wetlands of indeterminate value.  As of Dec. 31, 2011,
the Company also owned six single family lots, located in Citrus
County, Florida.

As of Dec. 31, 2011, the Company had no employees, and all
services provided to the Company are through contract services.


PILOT TRAVEL: Moody's Reviews 'Ba2' CFR for Possible Downgrade
--------------------------------------------------------------
Moody's Investors Service placed all ratings of Pilot Travel
Centers LLC on review for downgrade, including its Ba2 senior
secured bank ratings, Ba2 Corporate Family Rating and Ba3-PD
Probability of Default Rating.

Ratings Rationale:

The following ratings are placed on review for downgrade

Corporate Family Rating of Ba2

Probability of Default Rating of Ba3-PD

Senior Secured Bank Ratings of Ba2 (LGD 3, 38%)

The review for downgrade is prompted by the recent announcement
that Pilot is the subject of an ongoing federal investigation. The
review will focus on the details of the investigations as they
become available and any potential impact the investigation or its
findings could have on the company's overall operations, supply or
its liquidity, including maintaining orderly access to its bank
revolver.

Pilot's Ba2 CFR reflects the company's relatively good debt
protection measures, good liquidity, meaningful scale, geographic
reach, and relatively diverse profit stream. The ratings are
constrained by Pilot's reliance on high volume, low margin fuel
sales, some regional concentration, and concern that financial
policies with respect to dividends and acquisitions could become
more aggressive.

A downgrade could occur in the event that liquidity contracted
beyond current levels or debt protection metrics weaken. The
adoption of an aggressive financial policy or growth strategy that
negatively impacted debt protection metrics or liquidity could
also pressure the ratings. Specifically, ratings could be
downgraded if debt to EBITDA exceeded 4.5 times, EBITA coverage of
interest fell below 1.75 times, or liquidity deteriorated.

The principal methodology used in this rating was the Global
Restaurant Industry Methodology published in June 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Pilot Travel Centers LLC is a partnership that owns and operates
over 500 truck stops across the U.S. and Canada. In addition to
fuel, Pilot locations have convenience stores, fast food
restaurants, and other amenities. Annual revenues are
approximately $31 billion.


PLC SYSTEMS: Warrants Holders Receive 7.2 Million Common Shares
---------------------------------------------------------------
Certain holders of PLC Systems Inc.'s common stock purchase
warrants originally issued in February 2011 have exercised a
portion of these warrants under the cashless exercise provisions
contained in these common stock warrants.

As of April 8, 2013, holders of these warrants to purchase an
aggregate of 19,627,190 shares of common stock have received
7,217,741 shares of the Company's Common Stock through the
cashless exercise provisions contained in Section 2(c) of these
warrants.  The Company received no cash consideration in
connection with the cashless exercise of these common stock
warrants.  After the exercise of these warrants, the remaining
common stock warrants issued to investors in connection with the
Company's debt financings in 2011 and 2012 grant these purchasers
the right to purchase up to an additional 61,951,846 shares of the
Company's common stock at an exercise price of $0.098 subject to
adjustment upon the occurrence of certain events such as stock
splits and dividends and dilutive issuances and set the VWAP price
for those shares at $.155.  As a result, the cashless exercise
provisions of these warrants allow the investors to exercise these
warrants and receive up to 22,782,259 shares of the Company's
common stock without any additional cash proceeds payable to the
Company.

Warrants issued to investors and the Company's placement agent in
connection with a new financing consummated on Feb. 22, 2013,
allow the holders of these warrants to purchase up to 28,788,666
shares of the Company's common stock at an exercise price of $.20
per share, subject to adjustment upon the occurrence of certain
events such as stock splits and dividends and dilutive issuances.
The common stock warrants issued in the February 2013 financing
may be exercised on a cashless basis if at any time there is no
effective registration statement within 180 days after the closing
date of the private placement covering the resale of the shares of
common stock underlying the warrants.

                         About PLC Systems

Milford, Massachusetts-based PLC Systems Inc. is a medical device
company specializing in innovative technologies for the cardiac
and vascular markets.  The Company's key strategic growth
initiative is its newest marketable product, RenalGuard(R).
RenalGuard is designed to reduce the potentially toxic effects
that contrast media can have on the kidneys when it is
administered to patients during certain medical imaging
procedures.

Following the 2011 financial results, McGladrey & Pullen, LLP, in
Boston, Massachusetts, expressed substantial doubt about PLC
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has sustained recurring net losses
and negative cash flows from continuing operations.

The Company reported a net loss of $5.76 million for 2011,
compared with a net loss of $505,000 for 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $1.79 million in total
assets, $16.85 million in total liabilities and a $15.06 million
total stockholders' deficit.


PLC SYSTEMS: Incurs $8.4 Million Net Loss in 2012
-------------------------------------------------
PLC Systems Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$8.38 million on $1.08 million of revenue for the year ended
Dec. 31, 2012, as compared with a net loss of $5.75 million on
$671,000 of revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.09 million
in total assets, $13.03 million in total liabilities and a $11.94
million total stockholders' deficit.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has sustained recurring net losses and negative cash flows
from continuing operations, which raises substantial doubt about
its ability to continue as a going concern.

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

                        http://is.gd/1xurDb

                         About PLC Systems

Milford, Massachusetts-based PLC Systems Inc. is a medical device
company specializing in innovative technologies for the cardiac
and vascular markets.  The Company's key strategic growth
initiative is its newest marketable product, RenalGuard(R).
RenalGuard is designed to reduce the potentially toxic effects
that contrast media can have on the kidneys when it is
administered to patients during certain medical imaging
procedures.


PLUG POWER: Gets NASDAQ Listing Non-Compliance Notice
-----------------------------------------------------
Plug Power Inc. on April 16 disclosed that Johannes M. Roth has
joined the Company's Board of Directors.

Mr. Roth is the founder and Managing Director of FiveT Capital
Holding AG, an investment holding company based in Switzerland
with businesses specializing in asset management, risk management
and alternative investments.  Mr. Roth is also a Portfolio Manager
and Managing Director at FiveT Capital AG, Zurich, Switzerland,
which advises several long-only funds and operates an asset
management business for high net worth individuals.  From 1999 to
2006, Mr. Roth was an Equity Specialist Trader and Proprietary
Trader with Baader Bank AG at the Stuttgart Stock Exchange.
Mr. Roth also serves as a Director of Insilico Biotechnology AG, a
Stuttgart, Germany based global leader in systems biology and
bioinformatics.

The Company also announced that David P. Waldek has been appointed
as Interim Chief Financial Officer of the Company and Jill
McCoskey has been named to the position of Chief Accounting
Officer.  Mr. Waldek replaces Gerald Anderson, who had served as
Chief Financial Officer since July 2007.

Mr. Waldek has been a founding partner of CFO Advisory Group, LLC,
a financial and business solutions advisory firm, since 2005.
Prior to founding CFO Advisory Group, Mr. Waldek served as Chief
Financial Officer of Albany Molecular Research, Inc., a publicly
held drug discovery and development company, from March 1999 to
November 2004.

Ms. McCoskey has served as Controller of the Company since 2008.

The Company also announced that on April 12, 2013, the Company
received a notice from The NASDAQ OMX Group indicating that the
Company has not regained compliance with NASDAQ Listing Rule
5550(a)(2), the minimum bid price rule, because the Company's
common stock did not maintain a minimum closing bid price of $1.00
per share over a period of 10 consecutive business days ending on
or prior to April 10, 2013.  The NASDAQ notice has no immediate
effect on the listing of the Company's common stock.

In accordance with NASDAQ rules, the Company has a period of 180
calendar days, until October 7, 2013, to regain compliance with
the minimum bid price rule.  If at any time before October 7,
2013, the closing bid price of the Company's common stock is $1.00
per share or more for a minimum of 10 consecutive business days,
NASDAQ will notify the Company that it has regained compliance
with the minimum bid price rule.  In the event that the Company
does not regain compliance with the minimum bid price rule prior
to the expiration of the 180-day period, NASDAQ will notify the
Company that its securities will be delisted.  However, the
Company may appeal the delisting determination to a NASDAQ hearing
panel and the delisting will be stayed pending the panel's
determination.  At this hearing, the Company would present a plan
to regain compliance and NASDAQ would then subsequently render a
decision.  The Company is currently evaluating its alternatives to
resolve the listing deficiency.

                       About Plug Power Inc.

The architects of modern fuel cell technology,
Plug Power Inc. -- http://www.plugpower.com-- provides clean,
reliable energy solutions.


POINT CENTER: Mosier Named as Examiner to Investigate Fraud
-----------------------------------------------------------
The Bankruptcy Court has granted the United States Trustee's
appointment of Robert P. Mosier of Mosier & Company Inc. as
examiner.

Pursuant to a stipulation between the Debtor and the U.S. Trustee,
the Debtor will compensate the examiner in an amount not to exceed
$37,500, and the examiner will conduct an investigation of the
Debtor as appropriate to determine whether since January 1, 2008
through the present time (or approximately a five-year period),
there is any evidence of fraud, dishonesty, incompetence,
misconduct, mismanagement or irregularity in the management of the
affairs of the Debtor or by current or former management of the
Debtor.  The examiner will have 45 days to complete its report,

Creditors identifying themselves as the Superior Court Plaintiffs,
who claim that the Debtor fraudulently induced them to invest in
the Debtor's real estate investment business, objected to the
stipulation, and said that investment funds earmarked for certain
real estate investments are not property of the estate and should
not be used to pay for the examiner.  The stipulation was approved
by the Court notwithstanding the objections.

Mosier will charge the Debtor at these hourly rates:

   Professional                   Rates
   ------------                   -----
   Robert Mosier                  $395
   Craig Collins                  $295
   Ryan Baker                     $125

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

Mosier may be reached at:

         Robert P. Mosier
         MOSIER & COMPANY INC
         3151 Airway Avenue, Suite A-1
         Costa Mesa, CA 92626
         Tel: 714-432-0800
         Fax: 714-432-7329
         E-mail: Mosier@Mosierco.com

                        About Point Center

Point Center Financial, Inc., a hard money lender, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa
Ana, California, on Feb. 19, 2013.  The Debtor estimated assets in
excess of $10 million and liabilities in excess of $50 million.
The formal schedules of assets and liabilities and the statement
of financial affairs are due March 5, 2013.

The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.

From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing.  There were a total of only four foreclosed properties
("REOs") as of 2006.  In comparison, between 2007 and 2012, there
were 60 foreclosure sales.

The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.


POSEIDON CONCEPTS: Chapter 15 Case Summary
------------------------------------------
Chapter 15 Debtor: Poseidon Concepts Corp.
                   1200, 645 - 7th Avenue SW
                   Calgary, AB T2P 4G8

Chapter 15 Case No.: 13-15893

Chapter 15 Petition Date: April 12, 2013

Court: District of Colorado (Denver)

Judge: Howard R. Tallman

Chapter 15 Debtor's Counsel: Brent R. Cohen, Esq.
                             ROTHGERBER JOHNSON & LYONS LLP
                             1200 17th Street, Suite 3000
                             Denver, CO 80202-5855
                             Tel: (303) 623-9000
                             Fax: (303) 623-9222
                             E-mail: bcohen@rothgerber.com

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

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Clinton L. Roberts,
PricewaterhouseCoopers Inc., foreign representative.

Affiliates that simultaneously filed Chapter 15 petitions:

     Debtor                               Case No.
     ------                               --------
Poseidon Concepts, Ltd.                  1-13-bk-15894
Poseidon Concepts Limited Partnership    1-13-bk-15895
Poseidon Concepts, Inc.                  1-13-bk-15896


RAMT DEVELOPMENT: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: RAMT Development, Inc., an Illinois corporation
        1030 S. LaGrange Road, Suite 10
        La Grange, IL 60525

Bankruptcy Case No.: 13-15280

Chapter 11 Petition Date: April 12, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: John H. Redfield, Esq.
                  CRANE, HEYMAN, SIMON, WELCH & CLAR
                  135 S. LaSalle Street, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: jredfield@craneheyman.com

Scheduled Assets: $3,410,150

Scheduled Liabilities: $9,129,461

A list of the Company's 14 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/ilnb13-15280.pdf

The petition was signed by Tadeusz Zeglen, president.


REALOGY HOLDINGS: Expects up to $78MM Net Loss in First Quarter
---------------------------------------------------------------
Realogy Holdings Corp. provided preliminary estimates of certain
of its financial and operational results for the first quarter
ended March 31, 2013:

  * Net revenue is expected to be in the range of $950 million to
    $960 million, representing an increase of 9% to 10% compared
    to first quarter 2012.

  * Adjusted EBITDA is expected to be in the range of $70 million
    to $74 million, representing a 32% to 40% increase from prior
    year results.

  * The net loss attributable to the Company for the quarter is
    expected to be in the range of $69 million to $78 million.
    The net loss includes approximately $89 million of interest
    expense, a reduction of approximately $81 million, or 48%,
    from first quarter of 2012, and approximately $42 million of
    depreciation and amortization.  Annual cash interest for 2013
    is expected to be $315 to $320 million, which gives effect to
    the credit agreement refinancing and the April 2013 note
    redemptions.

The improved results were largely due to an increase in sales
volume (homesale transaction sides times average sale price) at
the franchise (RFG) and company-owned (NRT) real estate services
segments combined.  Overall, Realogy's first quarter sales volume
increased 14% year-over-year.  The first quarter of 2013 contained
one less business day than the first quarter of 2012, which
adversely impacted the results by about two percentage points.
Specifically, RFG had a 9% increase in average homesale price and
a 6% increase in homesale transaction sides year-over-year, while
NRT had a 6% increase in average homesale price and a 5% increase
in homesale transaction sides during the first quarter.

"First quarter sales volume for RFG and NRT combined was at the
top of the range we provided in February 2013," said Richard A.
Smith, Realogy's chairman, chief executive officer and president.
"On a national level, pricing continues to react to low inventory
levels as demand is exceeding available supply.  As anticipated
for the spring selling season, inventory levels are starting to
modestly increase.  Consistent with the views we expressed in the
first quarter, we remain confident in the strength of the housing
recovery."

"Based on the visibility we have into the coming months from our
open contracts in February and March, we currently anticipate
seeing sales volume percentage increases in the low- to mid-teens
in the second quarter at the RFG and NRT segments combined," said
Anthony E. Hull, executive vice president chief financial officer
and treasurer.  "We will provide an update on second quarter 2013
driver trends when we hold our conference call in May."
At March 31, 2013, the Company's net debt was $4.1 billion, which
included $135 million of borrowings under its revolving credit
facility.  As previously disclosed, the Company will redeem an
aggregate of approximately $330 million of debt in the next two
weeks, constituting all outstanding Senior Subordinated Notes and
its 12% Senior Notes.

The preliminary estimate of the Company's first quarter 2013
financial results presented in this release have not yet been
finalized by management or reviewed by our independent registered
public accounting firm.  When the Company's actual unaudited first
quarter 2013 financial results are reported, they will be reviewed
by the Company's independent registered public accounting firm.
Realogy's actual first quarter 2013 financial results could vary
materially from those included herein.

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

                           http://is.gd/yMJykO

On April 9, 2013, the Board of Managers of Realogy Group approved
the Amended and Restated Realogy Group LLC Executive Deferred
Compensation Plan, which amended and restated the Realogy
Corporation Officer Deferred Compensation Plan, as previously
amended, participation in which had been frozen since Jan. 1,
2009.  The Board of Managers of Realogy Group also took action to
unfreeze participation in the Executive Deferred Compensation
Plan.

The Executive Deferred Compensation Plan is for the benefit of
certain of the Company's key employees selected by its
Compensation Committee from time to time.  Under the Executive
Deferred Compensation Plan, participants are permitted to defer
both cash and equity based compensation on those terms as the
Company's Compensation Committee determines from time to time.
For cash deferrals, the Company will be utilizing a "rabbi trust"
for the purpose of holding assets to be used for the payment of
benefits under the Executive Deferred Compensation Plan.
Generally, a participant's deferral will be paid on a fixed date
elected by the participant or, if earlier, on the first
anniversary following a participant's separation from service.
Accounts are established in a participant's name and the
participant allocates his or her deferrals to one or more deemed
investments under the Executive Deferred Compensation Plan.  A
participant in the Executive Deferred Compensation Plan may elect
to defer to a single lump-sum payment of his or her account, or
may elect payments over time.

The Executive Deferred Compensation Plan is available at:

                           http://is.gd/URYWVF

On April 9, 2013, in conjunction with its approval of the
Executive Deferred Compensation Plan, the Realogy Group Board of
Managers approved Amendment No. 2 to the Realogy Group LLC Phantom
Value Plan (formerly known as the Realogy Corporation Phantom
Value Plan) to provide participants under the Phantom Value Plan
with the opportunity to defer equity compensation payable
thereunder by receiving unrestricted or restricted share units
rather than unrestricted or restricted shares if they elect to
receive shares of common stock in lieu of cash payable thereunder.
The amendment does not change the amount of the awards previously
made to participants under the Phantom Value Plan.

In conjunction with the approval of the Executive Deferred
Compensation Plan, on April 9, 2013, Anthony E. Hull, the
Company's Executive Vice President, Chief Financial Officer and
Treasurer, elected to defer a portion of the shares of common
stock of Realogy Holdings subject to existing restricted stock
awards granted on Oct. 10, 2012, in connection with Realogy
Holdings' initial public offering.

No other named executive officer made such a deferral election.
The deferral election and related exchange of restricted stock for
restricted stock units did not change the amount of compensation
previously awarded to Mr. Hull.  The vesting terms of the
restricted stock unit award remain unchanged from the restricted
stock award (with one-third of the award vesting on each of
Oct. 10, 2013, Oct. 10, 2014, and Oct. 10, 2015), though the
distribution of a portion of the shares issuable upon vesting of
the restricted stock units will be deferred pursuant to the
election made by the respective named executive officers.  In
contrast to a holder's right to vote shares subject to a
restricted stock agreement, the holder of restricted stock units
under a restricted stock unit agreement may not vote the
underlying shares until they are issued to the holder.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Holdings Corp. and Realogy Group LLC reported a net loss
attributable to the Companies of $543 million on $4.67 billion of
net revenues for the year ended Dec. 31, 2012.

Realogy Holdings and Realogy Group incurred a net loss of
$441 million on $4.09 billion of net revenues in 2011, following a
net loss of $99 million on $4.09 billion of net revenues for 2010.

The Company's consolidated balance sheets at Dec. 31, 2012, showed
$7.44 billion in total assets, $5.92 billion in total liabilities
and $1.51 billion in total equity.

                           *     *     *

In the Dec. 12, 2012, edition of the TCR, Moody's Investors
Service upgraded Realogy Group LLC's Corporate Family and
Probability of Default ratings to B3.  The B3 Corporate Family
rating (CFR) incorporates Moody's view that Realogy's capital
structure has made meaningful progress towards being stabilized
following the issuance of primary equity, and is therefore more
sustainable although still highly leveraged.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


RENEES LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Renees LLC
        8739 New Falls Road
        Levittown, PA 19054

Bankruptcy Case No.: 13-13236

Chapter 11 Petition Date: April 12, 2013

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Eric L. Frank

Debtor's Counsel: Michael P. Gigliotti
                  KASHKASHIAN & ASSOCIATES
                  10 Canal Street, Suite 204
                  Bristol, PA 19007
                  Tel: (215) 781-9500
                  Fax: (215) 781-6500
                  E-mail: mikegigs@gmail.com

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000

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

The petition was signed by Anthony Carra, partner.


REVSTONE INDUSTRIES: To Sell Aluminum-Forging Operation May 23
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Revstone Industries LLC had a hearing scheduled April 17
in bankruptcy court in Delaware for approval of auction procedures
for subsidiary Greenwood Forgings LLC, a manufacturer of forgings
for the auto industry.

No buyer is yet under contract, although Revstone received offers
from two liquidators and three going-concern purchasers.  The
company, the report discloses, wants the court to require bids
initially by May 17, followed by an auction on May 23 and a
hearing to approve the sale on May 28.  Revstone plans on
requiring a minimum bid of $2 million.

According to the report, Greenwood halted operations in March.
The plant, in Greenwood, South Carolina, was purchased from Kaiser
Aluminum for $4.8 million in June 2010.  Revenue in 2011 was $13.6
million.  The plant was forced to halt operations for lack of
financing.

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

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

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

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

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

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


RG STEEL: Wants Plan Filing Exclusivity Until July 25
-----------------------------------------------------
RG Steel LLC seeks approval from Judge Kevin Carey to extend the
deadline for filing a Chapter 11 plan and for soliciting votes
from creditors.  The steel maker wants to extend its exclusive
right to submit a plan in court to July 25, and to solicit votes
to Sept. 23.

The extension, if approved by the court, would bar creditors from
filing rival plans and maintains RG Steel's control over its
restructuring.

The unsecured creditors' committee said it does not object to the
extension but it may seek to terminate the steel maker's exclusive
right prior to the July 25 deadline.

RG Steel's bankruptcy case requires a "near-term and cost-
efficient conclusion," the committee said in an April 16 filing.
"The extension of the debtors' exclusive filing period should not
work to bar an earlier exit from this case."

Judge Carey will hold a hearing on April 23 to consider approval
of the request.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RG STEEL: to Sell Real Property in W.Va. for $800,000
-----------------------------------------------------
RG Steel Wheeling LLC said it is planning to sell some of its
assets to a certain John Johnson for $800,000.  The assets to be
sold consist of RG Steel's rights, title, and interest in and to a
parcel of land located in Wheeling, West Virginia.  Objections to
the proposed sale must be filed on or before April 30.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RG STEEL: Creditors Oppose Rennert Bid to File Papers Under Seal
----------------------------------------------------------------
A committee of RG Steel LLC's unsecured creditors is opposing
efforts by Ira Rennert, chairman of Renco Group Inc., to win court
approval to file certain documents under seal.  The documents
include exhibits to Mr. Rennert's objection to the committee's
request to sue him and RG Steel's chief executive officer.

The unsecured creditors' committee said the motion to seal
contains "purely conclusory statements," and that Mr. Rennert did
not provide any evidence to support his claim that the documents
are confidential.

As reported in the April 9, 2013 edition of the TCR, the creditors
arranged a hearing on April 29 for permission to file the suit,
alleging that Mr. Rennert committed breaches of fiduciary duty
costing RG $238 million.  The committee contended that Mr. Rennert
delayed filing RG into Chapter 11 in December 2011 to benefit
Renco, which controls 75.5% of the steel maker.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RODEO CREEK: Has Authority to Pay $5.9MM to Essential Vendors
-------------------------------------------------------------
Judge Mike Nakagawa of the U.S. Bankruptcy Court for the District
of Nevada entered a final order authorizing Rodeo Creek Gold Inc.
and its debtor affiliates to pay the following amounts owed
prepetition to essential vendors:

   -- not more than $3.5 million to shippers and lien claimants,

   -- not more than $1.5 million to essential vendors,

   -- not more than $800,000 to main prepetition insurance
      programs, and

   -- not more than $170,000 for outstanding prepetition taxes.

Payment of the amounts, the Debtors asserted, is essential to the
continued uninterrupted operations at the outset of the Chapter 11
cases.  "Essential vendors" are those that may have claims against
the Debtors for providing (i) essential goods to the Debtors that
were received before the Petition Date and/or (ii) essential
services that were rendered to, or on behalf of, the Debtors
before the Petition Date.

               About Rodeo Creek and Great Basin

Canada-based The Great Basin Gold Ltd and its subsidiaries are
engaged in the exploration, development, and operation of high-
quality gold properties.  The GBG Group's primary projects are a
trial mine and a recently constructed start-up mine, both of which
are located in rich gold-producing regions: the Hollister trial
mine in Nevada and the Burnstone start-up mine in South Africa.
The GBG Group also holds interests in early-stage mineral
prospects located in Canada and Mozambique.

On Sept. 18, 2012, the GBG Group's primary South African operating
subsidiary and owner of the Burnstone Start-up Mine, Southgold
Exploration (Pty) Ltd., commenced business rescue proceedings
under chapter 6 of the South African Companies Act, 2008.

On Sept. 19, 2012, Great Basin Gold Ltd., the ultimate parent
company, applied for protection from its creditors in Canada
pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985,
c. C-36 in the Supreme Court of British Columbia Vancouver
Registry.  GBG arranged -- and the U.S. debtors cross-guaranteed
-- DIP financing from Credit Suisse and Standard Chartered Bank in
the amount of $51 million, of which $10 million was made available
to the U.S. subsidiaries and $25 million for South Africa.

On Feb. 25, 2013, Rodeo Creek Gold Inc., which operates and owns
the Hollister Trial-Mine, along with other U.S. subsidiaries of
Great Basin, filed petitions for Chapter 11 protection (Bankr. D.
Nev. Case No. 13-50301), in Reno, Nevada, as cash ran out before
they could complete the sale of the mine.

Rodeo Creek estimated assets worth less than $100 million and debt
in excess of $100 million.  Credit Suisse is the agent under the
Debtors' secured prepetition credit facilities: (i) the Existing
Hollister Credit Facility, under which the Debtors had $52.5
million outstanding at the end of 2012 and (ii) the Canadian DIP
Facility, under which the Debtors had guaranteed $35 million
outstanding as of the Petition Date.  The Debtors also had
$13.5 million in outstanding trade debt, in addition to certain
intercompany obligations.

A three-member Official Committee of Unsecured Creditors, composed
of Quality Transportation Inc., Prometheus Energy Group, Inc., and
F & H Mine Supply, was appointed in the Debtors' Chapter 11 cases.
The Committee is represented by Pachulski Stang Ziehl & Jones LLP
as counsel, Armstrong Teasdale LLP as its local Nevada counsel,
and BDO Consulting as its financial advisor.


RODEO CREEK: To Pay $440,000 to Retain 20 Key Employees
-------------------------------------------------------
Rodeo Creek Gold Inc. and its debtor affiliates seek authority
from the U.S. Bankruptcy Court for the District of Nevada to
implement a key employee retention plan estimated to cost $440,000
to assist them in retaining a select group of key employees
necessary to maintain business operations and to fulfill their
obligations while they work to maximize the value of their estates
through a successful asset sale.

Participants in the KERP will include approximately 20 employees
of the Debtors' Nevada operations, none of whom are insiders.  The
KERP provides a retention bonus of 15% of each KERP Participant's
annual base salary, with the exception of one KERP Participant
whose KERP Bonus will equal 30% of that KERP Participant's annual
base salary.

According to the Debtors, the KERP Bonus will replace their
Prepetition Bonus Programs for the second quarter of 2013.  The
Debtors clarify that for the second quarter of 2013, the KERP
Participants will not receive both the KERP Bonus and the bonuses
that the KERP Participants were previously expecting to receive
under the Prepetition Bonus Programs.

The Debtors add that KERP Bonuses will be payable upon
consummation of the Sale, and if a Sale does not occur, no KERP
Bonuses will be paid.  If a KERP Participant resigns, retires, or
otherwise voluntarily terminates his or her employment or is
terminated by the Debtors for cause prior to the consummation of
the Sale, that KERP Participant will forfeit any KERP Bonus.

               About Rodeo Creek and Great Basin

Canada-based The Great Basin Gold Ltd and its subsidiaries are
engaged in the exploration, development, and operation of high-
quality gold properties.  The GBG Group's primary projects are a
trial mine and a recently constructed start-up mine, both of which
are located in rich gold-producing regions: the Hollister trial
mine in Nevada and the Burnstone start-up mine in South Africa.
The GBG Group also holds interests in early-stage mineral
prospects located in Canada and Mozambique.

On Sept. 18, 2012, the GBG Group's primary South African operating
subsidiary and owner of the Burnstone Start-up Mine, Southgold
Exploration (Pty) Ltd., commenced business rescue proceedings
under chapter 6 of the South African Companies Act, 2008.

On Sept. 19, 2012, Great Basin Gold Ltd., the ultimate parent
company, applied for protection from its creditors in Canada
pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985,
c. C-36 in the Supreme Court of British Columbia Vancouver
Registry.  GBG arranged -- and the U.S. debtors cross-guaranteed
-- DIP financing from Credit Suisse and Standard Chartered Bank in
the amount of $51 million, of which $10 million was made available
to the U.S. subsidiaries and $25 million for South Africa.

On Feb. 25, 2013, Rodeo Creek Gold Inc., which operates and owns
the Hollister Trial-Mine, along with other U.S. subsidiaries of
Great Basin, filed petitions for Chapter 11 protection (Bankr. D.
Nev. Case No. 13-50301), in Reno, Nevada, as cash ran out before
they could complete the sale of the mine.

Rodeo Creek estimated assets worth less than $100 million and debt
in excess of $100 million.  Credit Suisse is the agent under the
Debtors' secured prepetition credit facilities: (i) the Existing
Hollister Credit Facility, under which the Debtors had $52.5
million outstanding at the end of 2012 and (ii) the Canadian DIP
Facility, under which the Debtors had guaranteed $35 million
outstanding as of the Petition Date.  The Debtors also had
$13.5 million in outstanding trade debt, in addition to certain
intercompany obligations.

A three-member Official Committee of Unsecured Creditors, composed
of Quality Transportation Inc., Prometheus Energy Group, Inc., and
F & H Mine Supply, was appointed in the Debtors' Chapter 11 cases.
The Committee is represented by Pachulski Stang Ziehl & Jones LLP
as counsel, Armstrong Teasdale LLP as its local Nevada counsel,
and BDO Consulting as its financial advisor.


RODEO CREEK: Files Schedules of Assets and Liabilities
------------------------------------------------------
Rodeo Creek Gold Inc. filed with the U.S. Bankruptcy Court for the
District of Nevada its schedules of assets and liabilities
disclosing:

A. Real Property                                       $1,160,581
B. Personal Property
B.1 Cash on hand                                              652
B.2 Bank Accounts                                       1,256,438
B.3 Security Deposits                                       5,000
B.9 Interests in insurance policies                       Unknown
B.13 Stock and interests                               35,095,071
B.16 Accounts receivable                                4,926,104
B.21 Other contingent & unliquidated claims               Unknown
B.25 Automobiles, trucks, trailers, and other vehicles    145,404
B.28 Office equipment, furnishings, and supplies          322,137
B.29 Machinery, fixtures, equipment and supplies        5,259,091
B.30 Inventory                                         17,146,282

   TOTAL SCHEDULED ASSETS                             $69,674,972
   ==============================================================

C. Property Claimed as Exempt                                 N/A
D. Creditors Holding Secured Claims                   $52,612,815
E. Creditors Holding Unsecured Priority Claims                  0
F. Creditors Holding Unsecured Nonpriority Claims     139,260,759

   TOTAL SCHEDULED LIABILITIES                       $191,873,574
   ==============================================================

Full-text copies of Rodeo Creek's Schedules are available for free
at http://bankrupt.com/misc/RODEOCREEKsal0327.pdf

               About Rodeo Creek and Great Basin

Canada-based The Great Basin Gold Ltd and its subsidiaries are
engaged in the exploration, development, and operation of high-
quality gold properties.  The GBG Group's primary projects are a
trial mine and a recently constructed start-up mine, both of which
are located in rich gold-producing regions: the Hollister trial
mine in Nevada and the Burnstone start-up mine in South Africa.
The GBG Group also holds interests in early-stage mineral
prospects located in Canada and Mozambique.

On Sept. 18, 2012, the GBG Group's primary South African operating
subsidiary and owner of the Burnstone Start-up Mine, Southgold
Exploration (Pty) Ltd., commenced business rescue proceedings
under chapter 6 of the South African Companies Act, 2008.

On Sept. 19, 2012, Great Basin Gold Ltd., the ultimate parent
company, applied for protection from its creditors in Canada
pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985,
c. C-36 in the Supreme Court of British Columbia Vancouver
Registry.  GBG arranged -- and the U.S. debtors cross-guaranteed
-- DIP financing from Credit Suisse and Standard Chartered Bank in
the amount of $51 million, of which $10 million was made available
to the U.S. subsidiaries and $25 million for South Africa.

On Feb. 25, 2013, Rodeo Creek Gold Inc., which operates and owns
the Hollister Trial-Mine, along with other U.S. subsidiaries of
Great Basin, filed petitions for Chapter 11 protection (Bankr. D.
Nev. Case No. 13-50301), in Reno, Nevada, as cash ran out before
they could complete the sale of the mine.

Rodeo Creek estimated assets worth less than $100 million and debt
in excess of $100 million.  Credit Suisse is the agent under the
Debtors' secured prepetition credit facilities: (i) the Existing
Hollister Credit Facility, under which the Debtors had $52.5
million outstanding at the end of 2012 and (ii) the Canadian DIP
Facility, under which the Debtors had guaranteed $35 million
outstanding as of the Petition Date.  The Debtors also had
$13.5 million in outstanding trade debt, in addition to certain
intercompany obligations.

A three-member Official Committee of Unsecured Creditors, composed
of Quality Transportation Inc., Prometheus Energy Group, Inc., and
F & H Mine Supply, was appointed in the Debtors' Chapter 11 cases.
The Committee is represented by Pachulski Stang Ziehl & Jones LLP
as counsel, Armstrong Teasdale LLP as its local Nevada counsel,
and BDO Consulting as its financial advisor.


ROSETTA RESOURCES: Moody's Rates New $700MM Senior Notes 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Rosetta
Resources Inc.'s proposed $700 million senior unsecured notes.
Moody's upgraded the existing senior unsecured notes to B2 from
B3, and changed its Speculative Grade Liquidity (SGL) rating to
SGL-2 from SGL-3. Moody's affirmed the B1 Corporate Family Rating
(CFR) and maintained the positive outlook. Rosetta will use the
proceeds, along with a $300 million equity issue, to help fund its
recent Permian acquisition and pay down borrowings under its
revolving credit facility.

Issuer: Rosetta Resources, Inc.

Ratings upgraded:

Senior Unsecured Notes, B2 (LGD5, 75%) from B3 (LGD5, 89%)

Speculative Grade Liquidity Rating, SGL-2 from SGL-3

Ratings assigned:

Senior Unsecured Shelf, (P)B2

Ratings affirmed:

Corporate Family Rating, B1

Probability of Default Rating, B1-PD

Rating Rationale:

"This senior note offering will help fund a significant and
transformational acquisition in the Permian Basin, and even with
the new notes, Rosetta's proforma leverage remains one of the
lowest among the B1-rated exploration and production (E&P)
companies," commented Arvinder Saluja Moody's Assistant Vice
President - Analyst.

Rosetta recently announced its acquisition of Permian Basin assets
for a purchase price of $768 million, excluding closing
adjustments. Although this acquisition marks an entry into a new
basin and provides a new core area for the company, Rosetta's
management has a long and established experience in the Permian
Basin. The Permian assets will contribute to Rosetta's transition
towards more liquids production. Total current net production of
the acquired assets was approximately 2,900 barrels of oil
equivalent per day (Boe/d) in March 2013 and estimated proved
reserves are 25 million boe. Rosetta's proforma leverage on
production will be just under $25,000 per Boe.

The B2 senior unsecured notes rating reflects both the overall
probability of default of Rosetta, to which Moody's assigns a PDR
of B1-PD, and a loss given default of LGD5 (75%). The upgrade of
the senior unsecured rating relies upon Moody's expectation that
Rosetta does not draw a substantial amount under their revolver,
which could potentially result in a downgrade of the notes. The
company has an $800 million senior secured revolving credit
facility due 2018. The senior notes are unsecured and therefore
subordinated to the senior secured credit facility's potential
priority claim to the company's assets. The size of the potential
senior secured claims relative to the unsecured notes outstanding
results in the senior notes being notched one rating below the B1
CFR under Moody's Loss Given Default Methodology.

Rosetta's SGL-2 Speculative Grade Liquidity rating reflects good
liquidity through mid-2014 with $66 million of cash as of December
31, 2012 and full availability under the company's secured
borrowing base revolving credit facility, proforma for the pay
down following the notes issuance. The borrowing base was
increased to $800 million in April 2013 and the maturity was
extended to 2018. With a 2013 capital spending budget of roughly
$840-900 million, Rosetta will be outspending cash flow, but the
availability under its revolver will be more than sufficient to
fund this shortfall. Revolver covenants include a minimum current
ratio of 1.0x and a maximum debt/EBITDAX ratio of 4.0x. As of
December 31, 2012 Rosetta was well within these limits with a
current ratio of 3.1x and debt/EBITDAX of 0.9x.

The positive outlook reflects Moody's expectation that Rosetta
will successfully integrate the assets acquired and will continue
to grow its reserves and production on a sustainable basis while
maintaining its conservative financial profile. Moody's expects
leverage to compress over time through organic production growth.
An upgrade could result should average daily production increase
to 55,000 Boe per day while maintaining debt on production around
$20,000 per Boe. Moody's could downgrade the ratings should debt
on production exceed $25,000 per Boe for a sustained period, or if
capital productivity declines to the extent that Rosetta's
leveraged full-cycle ratio drops below 2x.

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

Rosetta Resources Inc. is an independent exploration and
production company headquartered in Houston, Texas.


SANUWAVE HEALTH: To Offer Up to $6 Million Worth of Securities
--------------------------------------------------------------
SANUWAVE Health, Inc., filed a Form S-1 with the U.S. Securities
and Exchange Commission to register up to $6 million worth of
units, each Unit consisting of one share of common stock and a
warrant to purchase up to an additional [___] share of common
stock.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "SNWV".  The last reported sale price of the
Company's common stock on March 28, 2013, on the OTC Bulletin
Board was $0.91 per share.  There is no established trading market
for the warrants.

A copy of the preliminary prospectus is available for free at:

                        http://is.gd/lV0o7w

                       About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, expressed substantial doubt
about SANUWAVE's ability to continue as a going concern, following
the Company's results for the fiscal year ended Dec. 31, 2011.
The independent auditors noted that the Company has suffered
recurring losses from operations and is economically dependent
upon future issuances of equity or other financing to fund ongoing
operations.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $4.70 million on $627,153 of revenue, compared with a
net loss of $7.82 million on $577,180 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $2.28
million in total assets, $7.80 million in total liabilities and a
$5.52 million total stockholders' deficit.

                         Bankruptcy Warning

The Company said in its quarterly report for the period ended
Sept. 30, 2012: "The continuation of our business is dependent
upon raising additional capital.  We expect to devote substantial
resources to continue our research and development efforts,
including clinical trials.  Because of the significant time it
will take for our products to complete the clinical trial process,
and for us to obtain approval from regulatory authorities and
successfully commercialize our products, we will require
substantial additional capital.  We incurred a net loss of
$4,707,212 for the nine months ended September 30, 2012 and a net
loss of $10,238,797 for the year ended December 31, 2011.  These
operating losses create uncertainty about our ability to continue
as a going concern.  As of September 30, 2012, we had cash and
cash equivalents of $361,263.  We are working with select
accredited investors to raise up to $1.25 million in capital in a
private placement.  The accredited investors will receive a
convertible promissory note that will convert, at the Company's
option, at the completion of a larger funding which is expected to
close no later than the first quarter of 2013.  If these efforts
are unsuccessful, we may be forced to seek relief through a filing
under the U.S. Bankruptcy Code."


SCOTTSDALE VENETIAN: Submits List of 10 Largest Creditors
---------------------------------------------------------
Scottsdale Venetian Village, LLC, submitted a new list of top
largest unsecured creditors, disclosing:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
DAYS HOTEL                         --                   $300,000
CARISSA FREEMAN C/O
WHYNDAM HOTEL GROUP
22 SYLVAN WAY
PARSIPPANY, NJ 07054

FORTUNA ASSET                      --                   $500,000
MANAGEMENT LLC
1300 BRISTOL ST. NORTH
SUITE 100
NEWPORT BEACH, CA
92660

INTENT MEDIA, INC.                 --                     $5,517
DEPT CH 16821
PALATINE, IL 60055-6821

MARICOPA COUNTY                    --                   $217,300
TREASURER
301 WEST JEFFERSON
SUITE 100
PHOENIX, AZ 85003

PACIFIC LODGING SUPPLY             --                    $10,659
10140 NORWALK BLVD.
SANTA FE SPRINGS, CA
90670

PORTABLE STORAGE                   --                     $3,579
CORP. OF ARIZONA
125 N. 2ND STREET
SUITE 110-663
PHOENIX, AZ 85004

ROBAINA & KRESIN PLLC              --                     $5,105
ONE EAST CAMELBACK
ROAD, SUITE 710
PHOENIX, AZ 85012

SYSCO FOOD SERVICES OF             --                    $21,031
ARIZONA
P O BOX 23430
PHOENIX, AZ 85063

SYSCO GUEST SUPPLY, LLC            --                     $5,271
P O BOX 910
MONMOUTH JUNCTION, NJ
08852-0910

TRC HOLDINGS LLC                   --                    $63,902
5001 N. SCOTTSDALE RD.
SCOTTSDALE, AZ 85250

                    About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., at Polsinelli
Shughart, P.C., in Phoenix.


SEARS HOLDINGS: Moody's Alters Outlook to Stable & Affirms B3 CFR
-----------------------------------------------------------------
Moody's Investors Service revised Sears Holdings Corporation
rating outlook to stable from negative. All other ratings,
including Sears' B3 Corporate Family Rating, were affirmed. The
company's Speculative Grade Liquidity Rating of SGL-2 is
unchanged.

The following ratings were affirmed:

Sears Holdings Corporation

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

$1.24 billion Senior Secured Notes due 2018 at B2 (LGD 3,43%)

Sears, Roebuck and Co.

Issuer Rating at B3

Sears Roebuck Acceptance Corp.

Senior Unsecured at Caa1 (LGD 5, 78% from LGD 5, 77%)

Commercial Paper at Not Prime

Ratings Rationale:

"The revision of Sears' rating outlook to stable reflects Sears'
moderate improvement in financial performance during FY 2012 and
our expectations that performance should be sustained near these
levels over the course of 2013" said Moody's Vice President Scott
Tuhy.

While the company incurred an operating loss in 2012, the loss did
narrow as the company benefited from closure of less profitable
stores and other expense savings initiatives. The rating outlook
revision reflects Moody's view that the company continues to
maintain a good overall liquidity profile, with access to sizable
undrawn credit facilities and meaningful alternative sources of
liquidity. Over the course of 2012, the company demonstrated its
ability to unlock asset values indicating the ability of the
company to monetize its meaningful asset values.

Sears' B3 Corporate Family Rating continues to reflect the
company's weak operating performance, reported operating losses
(even after excluding one-time items and its domestic pension
expenses) in the past two years as well as its high level of
leverage with debt/EBITDA near 8 times as of its most recent
fiscal year end. The ratings also consider the company's good
overall liquidity profile, with access to sizable asset based
credit facilities in the US and Canada, meaningful levels of
unencumbered assets (including real estate) and lack of any
significant debt maturities until the 2018 maturity of its senior
secured notes. The company's good liquidity profile is tempered by
its sizable cash funding requirements related to its US domestic
pension plans, which are currently estimated to exceed $800
million in 2013 and 2014. The ratings also reflect the company's
weak execution, as the company has been unable to generate revenue
growth since the 2005 merger of Kmart and Sears and comparable
store sales continued to decline in fiscal 2012. Sears does,
however, benefit from its leading market share in the sale of
appliances as well as its ownership of consumer brands including
Kenmore, Craftsman, Die-Hard and Lands' End.

The stable rating outlook reflects Moody's expectations that the
company will continue to make progress toward achieving break-even
EBIT over the next 12 to 18 months and that the company will
maintain its overall good liquidity profile despite lackluster
earnings and high pension funding requirements. Moody's expects
the company will utilize its credit facilities to support seasonal
working capital needs but that at the same time it will not be
increasing its reliance on these facilities.

Ratings could be upgraded if the company were to continue to make
progress stabilizing sales and improving operating margins.
Quantitatively ratings could be upgraded if debt/EBITDA approached
6 times and EBITA/interest exceeded 1.0 times while maintaining a
good liquidity profile.

Ratings could be lowered if recent positive trends in EBITDA
growth were reversed over the course of 2013. Given the company's
operating losses there is no significant capacity in the current
rating and outlook for the company to see significant erosion in
its liquidity profile. Ratings could be lowered if the company
were to increase its reliance on its credit facilities to fund
operating losses and pension funding obligations in the absence of
other actions it could take to enhance liquidity. Quantitatively
ratings could be lowered if Moody's expected debt/EBITDA were to
be sustained above 9 times.

The principal methodology used in this rating was the Global
Retail Industry Methodology published in June 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Hoffman Estates, IL, Sears Holdings Corporation
is the parent company of Kmart and Sears Roebuck & Co. As of
February 2, 2013 the company operated 1,221 Kmart stores and 798
Sears full-line stores. The company also owns a 51% stake in Sears
Canada.


SIDERA NETWORKS: S&P Withdraws 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings on
New York City-based fiber-optic network operator Sidera Networks
Inc., including the 'B' corporate credit rating, due to the
company's merger with LTS Group Holdings LLC (Lightower).  The
rating withdrawals follow the repayment of the company's senior
secured credit facilities that occurred concurrent with the merger
with Lightower, which closed on April 11, 2013.


SIMON WORLDWIDE: Incurs $1.5 Million Net Loss in 2012
-----------------------------------------------------
Simon Worldwide, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.52 million on $0 revenue for the year ended Dec. 31, 2012, as
compared with a net loss of $1.97 million on $0 revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $7.70 million
in total assets, $107,000 in total liabilities and $7.59 million
in total stockholders' equity.

"The lack of any operating revenue has had and will continue to
have a substantial adverse impact on the Company's cash position.
The Company incurred losses in 2012 and continues to incur losses
in 2013 for the general and administrative expenses incurred to
manage the affairs of the Company.  Inasmuch as the Company no
longer generates operating income, the source of current and
future working capital is expected to be cash on hand and proceeds
from the sale of its remaining long-term investments.  Management
believes it has sufficient capital resources and liquidity to
operate the Company for at least one year."

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

                         http://is.gd/OmbnJ8

                        About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At Dec. 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.


SINO-FOREST CORP: Has Ch. 15 Approval to Aid Canadian Plan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Sino-Forest Corp., an Ontario-based owner of
timberland in China, received final protection in the U.S. this
week under Chapter 15.  By finding that Canada is home to the
principal bankruptcy, the U.S. bankruptcy judge is halting legal
actions in the U.S. and helping the company implement the
reorganization plan approved in December by the Canadian court.
There were no objections to relief in Chapter 15.

                     About Sino-Forest Corp.

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

FTI Consulting commenced a Chapter 15 case for Sino-Forest in New
York (Bankr. S.D.N.Y. Case No. 13-10361) to give force and effect
of Sino-Forest's plan of compromise and reorganization that has
been sanctioned by creditors and an Ontario court.  The Chapter 15
petition claimed assets and debt both exceed $1 billion.  Jeremy
C. Hollembeak, Esq., at Milbank, Tweed, Hadley & McCloy, LLP,
serves as counsel in the U.S. case.


SOURCEHOV LLC: S&P Lowers Corp. Credit Rating to 'B'
----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas-based SourceHOV LLC to 'B' from 'B+'.  The
outlook is stable.

At the same time, S&P assigned a 'B+' issue-level rating to the
company's proposed $400 million senior secured first lien term
loan and $60 million revolving credit facility, both due 2018.
The '2' recovery rating indicates S&P's expectation for
substantial recovery (70% to 90%) in the event of payment default.
S&P also assigned a 'CCC+' issue-level rating to the company's
proposed $110 million senior secured second-lien term loan due
2019.  The '6' recovery rating indicates S&P's expectation for
negligible recovery (0% to 10%) in the event of payment default.

The company intends to use the proceeds, along with $243 million
of new equity, to repay existing debt, acquire Apollo's equity
interest, and pay transaction costs.  Standard & Poor's will
withdraw its ratings on the company's existing debt after the
close of the transaction.

"The ratings on SourceHOV reflect the company's "weak" business
risk profile, derived from its niche position in a fragmented and
competitive operating environment, and its "highly leveraged"
financial risk profile, with leverage in the mid-7x area pro forma
for the proposed transaction," said Standard & Poor's credit
analyst Christian Frank.  "Partially offsetting these factors are
a material base of recurring revenues, high switching costs, and a
diverse customer base," added Mr. Frank.

S&P believes that the entrenched nature of the company's products
and the meaningful base of recurring revenues support operating
stability.  S&P could lower the rating if increased competition
results in declining revenue and profitability such that free cash
flow turns negative or the covenant cushion falls below 10%.  An
upgrade is unlikely in the near term due to the company's highly
leveraged financial profile.


SPANISH BROADCASTING: Amends 2012 Annual Report for Typos
---------------------------------------------------------
Spanish Broadcasting System, Inc., has filed an amendment to  its
annual report on Form 10-K for the year ended Dec. 31, 2012, which
was originally filed with the Securities and Exchange Commission
on April 1, 2013.  The purpose of the amendment was to correct a
typographical error found in the labeling and merging of a line
item on the Consolidated Balance Sheets as of Dec. 31, 2012, and
2011 whereby the line item in the Original 10-K that read "Senior
credit facility term loan due 2012, less current portion" was
merged with what should have been a separate line item that read
"12.5% senior secured notes due 2017, net of unamortized discount
of $7,194 in 2012".

The Company also amended the Report of Independent Registered
Public Accounting Firm related to the consolidated Financial
Statement Schedule - Valuation and Qualifying Accounts and Exhibit
23.1, the Consent of Independent Registered Public Accounting
Firm, to provide the name and electronic signature of KPMG LLP.
In addition, as required by Rule 12b-15 under the Securities
Exchange Act of 1934, as amended, new certifications by the
Company's principal executive officer and principal financial
officer are filed as exhibits to this Form 10-K/A.

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

                         http://is.gd/WC3ita

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

Spanish Broadcasting disclosed a net loss available to common
stockholders of $11.21 million in 2012, as compared with net
income available to common stockholders of $13.77 million in
2011.

The Company's balance sheet at Dec. 31, 2012, showed $467.41
million in total assets, $420.92 million in total liabilities,
$92.34 million in Cumulative exchangeable redeemable preferred
stock, and a $45.85 million total stockholders' deficit.

                        Bankruptcy Warning

"We have experienced a decline in the level of business activity
of our advertisers, which has, and could continue to have, an
adverse effect on our revenues and profit margins.  In addition,
some of our advertisers and clients could experience serious cash
flow problems due to the slow economic recovery.  As a result,
they may attempt to renegotiate or cancel orders with us or alter
payment terms.  Our advertisers may be forced to reduce their
production, shut down their operations or file for bankruptcy
protection, which could have a material adverse effect on our
business.  Any further deterioration in the U.S. economy, any
worsening of conditions in the credit markets, or even the fear of
such a development, could intensify the adverse effects of these
difficult market conditions on our results of operations."

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.

As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings
Services revised its rating outlook on Miami, Fla.-based Spanish
Broadcasting System Inc. (SBS) to negative from stable.  "We also
affirmed our existing ratings on the company, including the 'B-'
corporate credit rating," S&P said.


SPRINT NEXTEL: S&P Revises CreditWatch Listing to Developing
------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch listing
on Overland Park, Kan.-based Sprint Nextel Corp. to developing
from positive following DISH Network Corp.'s announcement that it
is offering to acquire Sprint Nextel for $25.5 billion.  The
proposal would consist of $17.3 billion of cash and $8.2 billion
of stock and would represent a 13% premium to the value of the
existing offer by Japan-based SoftBank Corp.  The ratings were
originally placed on CreditWatch on Oct. 11, 2012.

"The CreditWatch revision is based on our view that we could
raise, lower, or affirm our ratings on Sprint Nextel depending on
the outcome of the competing offers for control of the wireless
provider," said Standard & Poor's credit analyst Allyn Arden.  We
now believe that we could affirm or lower the ratings if DISH is
successful in its bid to acquire the company.  Our 'BB-' corporate
credit rating on DISH is on CreditWatch with negative implications
and we could lower the rating at least one notch.  Other factors
in our analysis would include the stand-alone credit profile of
Sprint Nextel and the ultimate outcome of its effort to acquire
the remaining stake in majority-owned Clearwire Corp that it does
not already own.  The result of our CreditWatch will also hinge on
whether we take a consolidated view of the ratings on Sprint
Nextel and its potential parent DISH; absent a debt guarantee,
this assessment would depend on the strategic importance of Sprint
Nextel to DISH's long-term strategy and operations".

In contrast, S&P could still raise the ratings on Sprint Nextel if
SoftBank is successful in its bid to acquire a 70% stake in
Sprint, though this would depend on the stand-alone credit profile
under SoftBank ownership, S&P's view of the strategic relationship
between Sprint Nextel and SoftBank, and the ultimate corporate
credit rating on SoftBank, which S&P expects to lower to 'BB+'
from 'BBB' if an acquisition by SoftBank is ultimately
consummated.

In S&P's view, a combination of Sprint Nextel and DISH would
likely offer material strategic and operational benefits, which
could better position Sprint Nextel to compete with AT&T and
Verizon, even compared with a Sprint Nextel-SoftBank combination.

Standard & Poor's will continue to monitor developments regarding
the bids by SoftBank and DISH to acquire Sprint Nextel.  S&P could
raise or affirm the ratings on Sprint Nextel if SoftBank is
successful in acquiring the company, depending on Sprint Nextel's
stand-alone credit profile and S&P's view of the strategic
importance of Sprint Nextel to SoftBank.  In contrast, S&P could
lower or affirm the ratings on Sprint Nextel if DISH is the
ultimate acquirer.  This would depend on the ultimate corporate
credit rating on DISH and the standalone credit profile of Sprint
Nextel.


SRKO FAMILY: Can Employ Sherman & Howard as Special Counsel
-----------------------------------------------------------
SRKO Family Limited Partnership, dba Colorado Crossing, sought and
obtained approval from the U.S. Bankruptcy Court to employ Sherman
& Howard LLC as special counsel, nunc pro tunc to Jan. 31, 2013.

The firm will provide these services:

   a. review the organizational documents of Colorado Crossing
      Metropolitan District Nos. 1, 2, and 3 and various
      agreements to which the Districts are a party;

   b. advise on the law governing the Districts; and

   c. advise on the administration of the Districts.

The firm's Dee P. Wisor, Esq., attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                   About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  The Debtor disclosed
$34,421,448 in assets and $80,619,854 in liabilities as of the
Petition Date.

On March 11, 2011, the Bankruptcy Court entered an order approving
a stipulation pursuant to which the Chapter 11 trustee in the
affiliated Richardson Chapter 11 case (Case No. 10-16450) was
named as the amanger of the Debtor's general partner.

Kutner Miller Brinen, P.C. represents the Debtor.


STANADYNE HOLDINGS: Incurs $11.5 Million Net Loss in 2012
---------------------------------------------------------
Stanadyne Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $11.50 million on $251.45 million of net sales for the
year ended Dec. 31, 2012, as compared with a net loss of $32.50
million on $245.76 million of net sales in 2011.  The Company
incurred a net loss of $9.98 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $362.47
million in total assets, $425.68 million in total liabilities,
$939,000 in redeemable non-controlling interest, and a $64.15
million total stockholders' deficit.

PricewaterhouseCoopers LLP, in Hartford, Connecticut, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.

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

                        http://is.gd/NEaV9L

                     About Stanadyne Holdings

Stanadyne Corporation, headquartered in Windsor, Connecticut,
is a designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines.  Stanadyne sells engine components to original
equipment manufacturers and the aftermarket in a variety of
applications, including agricultural and construction vehicles and
equipment, industrial products, automobiles, light duty trucks and
marine equipment.  Revenues for LTM ended Sept. 30, 2010 were
$240 million.

                           *     *     *

In January 2011, Moody's Investors Service confirmed Stanadyne
Holdings, Inc.'s Caa1 Corporate Family Rating and revised the
rating outlook to stable.  The CFR confirmation reflects the
remediation of the Stanadyne's previous inability to file
financial statements in accordance with financial reporting
requirements contained in its debt agreements and expectations for
modest continued improvement in operating performance.  Improved
operations, largely the result of positive momentum in key end
markets and restructuring activities, have allowed Stanadyne to
maintain positive funds from operations despite increased cash
interest expense.  The company's $100 million 12% senior discount
notes began paying cash interest in February 2010.

In March 2012, Standard & Poor's Ratings Services revised its
long-term outlook to negative from stable on Windsor, Conn.-based
Stanadyne Corp. At the same time, Standard & Poor's affirmed its
ratings, including the 'CCC+' corporate credit rating, on
Stanadyne.

"The outlook revision reflects the risk that Stanadyne may not be
able to service debt obligations of its parent, Stanadyne Holdings
Inc. as early as August 2012," said Standard & Poor's credit
analyst Dan Picciotto.


T3 MOTION: Adam Benowitz Discloses 41.9% Equity Stake at March 27
-----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Adam Benowitz and his affiliates disclosed
that, as of March 27, 2013, they beneficially own 6,360,192 shares
of common stock of T3 Motion, Inc., representing 41.9% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/Ywr0NM

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

After auditing the 2011 results, KMJ Corbin & Company LLP, in
Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has had negative cash flows from operations since
inception, and at Dec. 31, 2011, has an accumulated deficit of
$54.9 million.

The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $2.81 million in total assets,
$4.48 million in total liabilities, and a $1.66 million total
stockholders' deficit.

                         Bankruptcy Warning

"Our principal capital requirements are to fund our working
capital requirements, invest in capital equipment, to make debt
service payments and the continued costs of public company filing
requirements.  We have historically funded our operations through
debt and equity financings, and the Company will require
additional debt or equity financing in the future to maintain
operations.  The Company cannot make any assurances that
additional financings will be completed on a timely basis, on
acceptable terms or at all.  If the Company is unable to complete
a debt or equity offering, or otherwise obtain sufficient
financing when and if needed, it would negatively impact our
business and operations, which could cause the price of our common
stock to decline.  It could also lead to the reduction or
suspension of our operations and ultimately force us to go out of
business.  Currently, the Company does not have sufficient cash to
pay its current obligations including but not limited to payroll
for its employees.  If the Company does not succeed in raising
additional outside capital in the short term, the Company will be
forced to seek strategic alternatives which could include
bankruptcy or reorganization," the Company said in its quarterly
report for the period ended Sept. 30, 2012.


TANGLEWOOD FARMS: Court Narrows Clawback Suit v. Montague Farms
---------------------------------------------------------------
James B. Angell, the Chapter 7 Trustee of Tanglewood Farms Inc. of
Elizabeth City, sued Montague Farms Inc., a specialty soybean
grower, seeking avoidance and recovery of $250,259.60 withheld
from a November 2008 payment and November 2009 payment from the
Debtor.  The Chapter 7 Trustee alleges the payments were
constructively fraudulent transfers pursuant to Sections 544, 548,
550 and 551 of the Bankruptcy Code and the North Carolina Uniform
Fraudulent Transfer Act, N.C. Gen. Stat. Sec. 39-23.1 et seq.
Montague Farms disputes the allegations and seeks dismissal of the
lawsuit.

Bankruptcy Judge J. Rich Leonard ruled that the defendant's motion
to dismiss the trustee's claim seeking avoidance and recovery:

     -- of portion of the November 2009 payment withheld by the
        defendant as a constructively fraudulent transfer under
        548(a)(1)(B) is denied; and

     -- of the $170,183.20 withheld from the November 2008 payment
        as constructively fraudulent is allowed.

The case is JAMES B. ANGELL, CHAPTER 7 TRUSTEE, Plaintiff, v.
MONTAGUE FARMS, INC., Defendant, Adv. Proc. No. 12-00202 (Bankr.
E.D.N.C.).  A copy of Judge Leonard's April 15, 2013 Order is
available at http://is.gd/LZUIHifrom Leagle.com.

                    About Tanglewood Farms, and
               James Howard and Billie Reid Winslow

Based in Elizabeth City, North Carolina, Tanglewood Farms, Inc.
of Elizabeth City filed for Chapter 11 bankruptcy protection on
August 20, 2010 (Bankr. E.D.N.C. Case No.10-06719).  Trawick H.
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents the
Debtor.  The Debtor estimated assets between $1 million and
$10 million, and debts between $10 million and $50 million.

The debtor, a granary operation in Pasquotank County, North
Carolina, was operated by its president and sole shareholder,
James Howard Winslow.  In that capacity, Mr. Winslow oversaw and
made operational decisions regarding the granary and facilitated
the exchange of corn, wheat, and soybeans between the debtor,
Winslow Farms, Mr. Winslow's personal farming operation, and other
local farmers.

James H. Winslow and his wife, Billie Reid Winslow, filed for
Chapter 11 (Bankr. E.D.N.C. Case No. 10-06745) on Aug. 23, 2010.

The Court denied a request to consolidate the Winslows' individual
case with the debtor's case on Feb. 18, 2011.

The Tanglewood Farms case was converted to one under chapter 7 on
July 12, 2011.


TIMIOS NATIONAL: Incurs $2.7 Million Net Loss in 2012
-----------------------------------------------------
Timios National Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $2.76 million on $22 million of net revenue for the
year ended Dec. 31, 2012, as compared with a net loss of $3.98
million on $0 of net revenue for the year ended June 30, 2011.
For the six months ended Dec. 31, 2011, the Company posted net
income of $4.71 million on $9.15 million of net revenue.

The Company's balance sheet at Dec. 31, 2012, showed $5.38 million
in total assets, $3.39 million in total liabilities and $1.99
million in total stockholders' equity.

Coulter & Justus, P.C., in Knoxville, Tennessee, did not issue a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Coulter & Justus
noted that Related Party Senior Notes Payable totalling $5.55
million are due and payable.  As of Dec. 31, 2011, the Company had
a net capital deficiency in addition to a working capital
deficiency, which raises substantial doubt about its ability to
continue as a going concern.

On Feb. 12, 2013, the Company restructured its outstanding debt
with YA Global Investments, L.P., in connection with its
settlement of certain claims made by Perma-Fix Environmental
Services, Inc. in connection with the Company's sale to PESI of
all of the capital stock of Safety & Ecology Holdings Corporation
under a Stock Purchase Agreement dated as of July 15, 2011.

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

                        http://is.gd/yLDlVW

                        About Timios National

Timios National Corporation (formerly known as Homeland Security
Capital Corporation) was incorporated in Delaware on Aug. 12,
1997, under the name "Celerity Systems, Inc."  In August 2005, the
Company changed its name to "Homeland Security Capital
Corporation" and changed its business plan to seek acquisitions of
and joint ventures with companies operating in the homeland
security business sector and, until July 2011, operated soley as a
provider of specialized, technology-based, radiological, nuclear,
environmental, disaster relief and electronic security solutions
to government and commercial customers.  The Company's corporate
headquarters is located in Arlington, Virginia.


TINY TOWN ACADEMY: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Tiny Town Academy of Margate, Inc.
        420 NW 66th Avenue
        Pompano Beach, FL 33063

Bankruptcy Case No.: 13-18272

Chapter 11 Petition Date: April 12, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: John A. Moffa, Esq.
                  MOFFA & BONACQUISTI, P.A.
                  1776 N Pine Island Rd #222
                  Plantation, FL 33322
                  Tel: (954) 634-4733
                  Fax: (954) 337-0637
                  E-mail: john@trusteelawfirm.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 12 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/flsb13-18272.pdf

The petition was signed by Gilma Segarra, president.


TRANS-LUX CORP: Warrants Exercise Period Extended to June 18
------------------------------------------------------------
As part of Trans-Lux Corporation's restructuring plan, on Nov. 14,
2011, the Company completed the sale of an aggregate of $8.3
million of securities consisting of 416,500 shares of the
Company's Series A Convertible Preferred Stock, par value $0.001
per share having a stated value of $20.00 per share and
convertible into 50 shares of the Company's Common Stock, par
value $0.001 per share (or an aggregate of 20,825,000 shares of
Common Stock) and 4,165,000 one-year warrants.  These securities
were issued at a purchase price of $20,000 per unit.  Each Unit
consists of 1,000 shares of Preferred Stock, which have
subsequently converted into 50,000 shares of Common Stock and
10,000 A Warrants.  Each A Warrant entitles the holder to purchase
one share of the Company's Common Stock and a three-year warrant,
at an exercise price of $0.20 per share.  Each B Warrant will
entitle the holder to purchase one share of the Company's Common
Stock at an exercise price of $0.50 per share.

The exercise period under the A Warrants was originally set to
expire on Nov. 14, 2012, and was previously extended by the
Company's Board of Directors through April 19, 2013.  On April 8,
2013, the Board of Directors of the Company unconditionally
further extended the exercise period of the Company's outstanding
A Warrants.  Holders of the A Warrants may now exercise their
rights thereunder through June 18, 2013.  The Board of Directors
provided for this additional extension in order to provide the
holders with more time within which to exercise their A Warrants,
as the Company's Registration Statement relating in part to the
resale of the common shares underlying the A Warrants had only
been declared effective by the Securities and Exchange Commission
on Feb. 13, 2013.

Effective April 8, 2013, Mr. Todd Dupee was elected by the
Company's Board of Directors to serve as the Company's Vice
President and Chief Financial Officer.  Currently, Mr. Dupee
receives compensation of $72,617 per annum.  Mr. Dupee had
previously been the Company's Vice President, Controller and
Interim Chief Financial Officer since Dec. 3, 2012.  Mr. Dupee has
been with the Company since 1994 and, prior to his appointment as
Interim Chief Financial Officer, had previously served as Staff
Accountant, Accounting Manager and Assistant Vice President.  Mr.
Dupee holds a B.S. in Accountancy from Bentley College.

Effective April 8, 2013, Mr. Jay Forlenzo was elected by the
Company's Board of Directors to serve as the Company's Vice
President and Controller.  Currently, Mr. Forlenzo receives
compensation of $72,578 per annum.  Mr. Forlenzo has been with the
Company since 1984 and had previously served as Assistant Vice
President, Credit and Administration and Vice President, Customer
Relations and Sales Support.  Mr. Forlenzo holds a B.A. in
Business Administration from Pace University.

                   About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company reported a net loss of $1.42 million in 2011, compared
with a net loss of $7.03 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $23.62 million in total assets,
$20.37 million in total liabilities, and $3.25 million in total
stockholders' equity.


UNI-PIXEL INC: Inks Pact for Next-Generation Touch Screens
----------------------------------------------------------
Uni-Pixel, Inc., has engaged a touch-screen ecosystem partner to
facilitate the development, introduction and production of
products that feature next-generation touch screens based on the
Company's UniBossTM pro-cap, multi-touch sensor film.  The Company
granted the partner a preferred price and capacity license for its
UniBoss touch sensor technology.

The Company expects the license fees paid under the agreement will
be used to build out an additional one million square feet per
month of production capacity for UniBoss.  The additional capacity
will take the Company's license capacity build out to two million
square feet per month.  The Company is currently building out one
million square feet per month for our PC Preferred Price and
Capacity licensee.

In addition to establishing sensor capacity, the Company intends
to work with its preferred price and capacity licensees to develop
a global touch module supply chain for OEMs and ODMs, which
includes die cutting, tab bonding, and lamination of the module to
the display.

The Company received an initial $5 million of scheduled payments
from its PC maker licensee.  The Company will recognize this
revenue in the first quarter of 2013.

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.   The Company's
balance sheet at Dec. 31, 2012, showed $14.71 million in total
assets, $348,683 in total liabilities and $14.36 million in total
shareholders' equity.


UNIGENE LABORATORIES: R. Levy Has 65.4% Stake as of April 5
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Richard Levy and his affiliates disclosed
that, as of April 5, 2013, they beneficially own 164,072,618
shares of common stock of Unigene Laboratories, Inc., representing
65.4% of the shares outstanding.  Mr. Levy previously reported
beneficial ownership of 75,126,704 common shares or a 46.6% equity
stake at July 16, 2012.  A copy of the amended filing is available
for free at http://is.gd/dhY0F2

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene disclosed a net loss of $34.28 million on $9.43 million of
total revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $7.09 million on $20.50 million of total revenue
during the prior year.  The Company incurred a $32.53 million net
loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $11.31
million in total assets, $110.05 million in total liabilities and
a $98.73 million total stockholders' deficit.

Grant Thornton LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred a net loss of $34,286,000 during the year
ended Dec. 31, 2012, and, as of that date, has an accumulated
deficit of approximately $216,627,000 and the Company's total
liabilities exceeded total assets by $98,740,000.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

"We had cash flow deficits from operations of $3,177,000 for the
year ended December 31, 2012, $6,766,000 for the year ended
December 31, 2011 and $1,669,000 for the year ended December 31,
2010.  Our cash and cash equivalents totaled approximately
$3,813,000 on December 31, 2012.  Based upon management's
projections, we believe our current cash will only be sufficient
to support our current operations through approximately March 31,
2013.  Therefore, we need additional sources of cash in order to
maintain all or a portion of our operations.  We may be unable to
raise, on acceptable terms, if at all, the substantial capital
resources necessary to conduct our operations.  If we are unable
to raise the required capital, we may be forced to close our
facilities and cease our operations.  If we are unable to resolve
outstanding creditor claims, we may have no other alternative than
to seek protection under available bankruptcy laws.  Even if we
are able to raise additional capital, we will likely be required
to limit some or all of our research and development programs and
related operations, curtail development of our product candidates
and our corporate function responsible for reviewing license
opportunities for our technologies."


UNITED BANCSHARES: Delays Form 10-K Filing for 2012
---------------------------------------------------
United Bancshares, Inc., was unable to file its annual report on
Form 10-K for the year ended Dec. 31, 2012, because further
information is required to make meaningful and accurate
disclosures about a matter that may materially affect the
financial results of the Company.

                     About United Bancshares

Located in Philadelphia, Pennsylvania, United Bancshares, Inc., is
an African American controlled and managed bank holding company
for United Bank of Philadelphia, a commercial bank chartered in
1992 by the Commonwealth of Pennsylvania, Department of Banking.

The Company incurred a net loss of $1.03 million in 2011, compared
with a net loss of $1.23 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $67.93
million in total assets, $63.55 million in total liabilities and
$4.37 million in total shareholders' equity.

The Bank has entered into Consent Orders with the Federal Deposit
Insurance Corporation and the Pennsylvania Department of Banking
which, among other provisions, require the Bank to increase its
tier one leverage capital ratio to 8.5% and its total risk based
capital ratio to 12.5%.  As of Sept. 30, 2012, the Bank's tier one
leverage capital ratio was 6.06% and its total risk based capital
ratio was 11.19%.  The Bank's failure to comply with the terms of
the Consent Orders could result in additional regulatory
supervision or actions.  The ability of the Bank to continue as a
going concern is dependent on many factors, including achieving
required capital levels, earnings and fully complying with the
Consent Orders.

As reported in the TCR on April 23, 2012, McGladrey & Pullen, LLP,
in Blue Bell, Pennsylvania, expressed substantial doubt about
United Bancshares' ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company's and the
Bank's regulatory capital amounts and ratios are below the
required levels stipulated with Consent Orders between
the Company and its regulators.  "Failure to meet the capital
requirements exposes the Company to regulatory sanctions that may
include restrictions on operations and growth, mandatory asset
disposition, and seizure of the Bank."


VANITY EVENTS: Signs Securities Purchase Agreement with Greystone
-----------------------------------------------------------------
Vanity Events Holding, Inc., on April 2, 2013, entered into a
Securities Purchase Agreement with Greystone Capital Partners,
Inc., an accredited investor, providing for the sale by the
Company to the Investors of 8% convertible debentures in the
aggregate principal amount of $52,000.  The Debentures mature on
the first anniversary of the date of issuance and bears interest a
rate of 8% per annum, payable on the Maturity Date.  The Investor
may convert, at any time, the outstanding principal and accrued
interest on the Debenture into shares of the Company's common
stock, par value $0.001 per share at a conversion price that is
the lesser of (i) 90% discount of the average of the closing bid
price of the Common Stock during the five trading days immediately
preceding the Conversion Date as quoted by Bloomberg, LP, or (ii)
the average of the closing bid price per share during the five
trading days prior to the date of any such conversion.  The
Conversion Price may be adjusted pursuant to the other terms of
the Debenture.

With the exception of the shares the Company is obligated to issue
to previous investors, for as long as the Debenture is
outstanding, the Conversion Price of the Debenture will be subject
to adjustment for issuances of Common Stock or securities
convertible into common stock or exercisable for shares of Common
Stock at a purchase price of less than the then-effective
Conversion Price, on any unconverted amounts, such that the then
applicable Conversion Price will be adjusted using full-ratchet
anti-dilution on such new issuances subject, to customary carve
outs, including restricted shares granted to officers, and
directors and consultants.

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

                        About Vanity Events

Based in New York, Vanity Events Holding, Inc. (OTC BB: VAEV)
-- http://www.vanityeventsholding.com/-- is a holding company
with two primary subsidiary companies.  The subsidiaries are
Vanity Events, Inc. and America's Cleaning Company.  America's
Cleaning Company(TM) is the Company's flagship division which
provides cleaning services to residential and commercial clients.
Vanity Events, Inc. seeks out, Licenses, develops, promotes, and
brings to market various innovative consumer and commercial
products.

The Company reported net income of $330,705 in 2011 compared with
a net loss of $544,831 in 2010.

The Company's balance sheet at June 30, 2012, showed $3.29 million
in total assets, $17.97 million in total liabilities, all current,
and a $14.68 million total stockholders' deficit.

RBSM LLPk, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered losses since inception and is experiencing difficulty in
generating sufficient cash flows to meet its obligations and
sustain its operations, which raises substantial doubt about its
ability to continue as a going concern.

                         Bankruptcy Warning

The Company said in its quarterly report on Form 10-Q for the
period ended June 30, 2012, that its ability to implement its
current business plan and continue as a going concern ultimately
is dependent upon the Company's ability to obtain additional
equity or debt financing, attain further operating efficiencies
and to achieve profitable operations.

"There can be no assurances that funds will be available to the
Company when needed or, if available, that such funds would be
available under favorable terms.  In the event that the Company is
unable to generate adequate revenues to cover expenses and cannot
obtain additional funds in the near future, the Company may seek
protection under bankruptcy laws.  To date, management has not
considered this alternative, nor does management view it as a
likely occurrence, since the Company is progressing with various
potential sources of new capital and we anticipate a successful
outcome from these activities.  However, capital markets remain
difficult and there can be no certainty of a successful outcome
from these activities."


WESTERN CAPITAL: Section 341(a) Meeting Scheduled on May 16
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Western Capital
Partners LLC will be held on May 16, 2013, at 2:00 p.m. at UST
Conference Room (New).

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.

Western Capital Partners LLC filed a bare-bones Chapter 11
petition (Bankr. D. Col. Case No. 13-15760) in Denver on April 10,
2013.  The Englewood-based company estimated assets and debt of
$10 million to $50 million.  The Debtor is represented by Jeffrey
Weinman, Esq., in Denver.  Judge Michael E. Romero presides over
the case.


WESTMORELAND COAL: Robert King Elected President and CEO
--------------------------------------------------------
The board of directors of Westmoreland Coal Company, on Feb. 26,
2013, unanimously elected Robert P. King, 60, to serve as the
Company's President and Chief Executive Officer, effective as of
April 8, 2013, succeeding Keith E. Alessi.  Mr. Alessi will remain
as a director of the Company and, beginning April 8, 2013, will
serve in the capacity as Executive Chairman of the Board.

Mr. King currently serves as the Company's President and Chief
Operating Officer.  He most recently served as Executive Vice
President - Business Advancement and Support Services of CONSOL
Energy, Inc., and CNX Gas since January 2009.  Mr. King served as
Senior Vice President - Administration from February 2007 until
January 2009.  Prior to joining CONSOL in 2006, he held numerous
positions with Interwest Mining Company, a subsidiary of
PacifiCorp, beginning in November 1990, including Vice President -
Operations and Engineering and General Manager at Centralia Mining
Company.

Mr. King is not related by blood or marriage to any of the
Company's directors or executive officers or any persons nominated
by the Company to become directors or executive officers.  In the
last fiscal year, the Company has not engaged in any transaction
in which Mr. King or a person related to Mr. King had a direct or
indirect material interest.  To the Company's knowledge, there is
no arrangement or understanding between any of its officers and
directors and Mr. King pursuant to which Mr. King was selected to
serve as a director.

In February 2013, the Compensation and Benefits Committee
recommended to the Board a compensation package for Mr. King as
CEO, which the Board approved.  The compensation package for Mr.
King will be $500,000 base salary, 100% of base salary for AIP
target, and 125% of base salary for LTIP target.  Mr. King is not
a party to an employment agreement.

                       About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss of $13.66 million in 2012, a
net loss of $36.87 million in 2011, and a net loss of $3.17
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed $936.11 million in total assets, $1.22 billion in total
liabilities and a $286.23 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WINDSORMEADE OF WILLIAMSBURG: J. Latimer Appointed as Ombudsman
---------------------------------------------------------------
Judy A. Robbins, U.S. Trustee for Region 4, appointed Joanie
Latimer as ombudsman to monitor the quality of patient care and to
represent the interests of the patients of the health care
business of Virginia United Methodist Homes of Williamsburg, Inc.,
doing business as WindsorMeade of Williamsburg.

The appointment came after Judge Kevin R. Heunnekens of the U.S.
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division, denied the Debtor's request to permit it to self-report
in lieu of the appointment of a patient care ombudsman.  The
Motion requested that the Court not appoint a Patient Care
Ombudsman based on two independent grounds: (1) the Debtor is not
a health care business as defined in Section 101(27A) of the
Bankruptcy Code; and (2) if the Debtor is deemed to be a health
care business, the Court should excuse the Debtor from this
requirement based on the facts and circumstances of the case.  The
U.S. Trustee objected to the request.

At the hearing on the Motion held on March 26, 2013, the Court
found that the Debtor was a health care business pursuant to
Section 101(27A) as it is a "health care institution that is
related to a [skilled nursing facility and to an assisted living
facility, that is] primarily engaged in offering room, board,
laundry, or personal assistance with activities of daily living
and incidentals to activities of daily living."

The Court further found that the Debtor had failed to carry its
burden of proving that the facts and circumstances of the case did
not merit excepting it from the requirements of Section 333.

                About WindsorMeade of Williamsburg

Virginia United Methodist Homes of Williamsburg, Inc., doing
business as WindsorMeade of Williamsburg, filed a Chapter 11
petition (Bankr. E.D. Va. Case No. 13-31098) on March 1, 2013.

WindsorMeade of Williamsburg is a continuing care retirement
community located on a 105 acre parcel of real property leased by
sponsor Virginia United Methodist Homes Inc.  The facility
includes 181 independent living units with an 80% occupancy rate,
14 assisted living apartments with 65% occupancy and 12 skilled
nursing beds with 75% occupancy.

DLA Piper LLP (US) and Hirschler Fleischer, P.C. serve as counsel
to the Debtor.  Deloitte Financial Advisory Services LLP serves as
financial advisor.  McGuire Woods LLP is special bond counsel.
BMC Group Inc. is the claims agent.  The prepetition lender, UMB
Bank, NA, is represented by Christian & Barton, LLP.

The Debtor estimated assets and debts of $100 million to
$500 million.


WORLD SURVEILLANCE: Incurs $3.4 Million Net Loss in 2012
--------------------------------------------------------
World Surveillance Group Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $3.36 million on $272,201 of net revenues for the year
ended Dec. 31, 2012, as compared with a net loss of $1.12 million
on $19,896 of net revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.69 million
in total assets, $15.85 million in total liabilities and a $13.16
million total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP, in New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

According to the Form 10-K: "Our indebtedness at December 31, 2012
was $15,851,540.  A portion of such indebtedness reflects judicial
judgments against us that could result in liens being placed on
our bank accounts or assets.   We are continuing to review our
ability to reduce this debt level due to the age and/or settlement
of certain payables but we may not be able to do so.  This level
of indebtedness could, among other things:

   * make it difficult for us to make payments on this debt and
     other obligations;

   * make it difficult for us to obtain future financing;

   * require us to redirect significant amounts of cash from
     operations to servicing the debt;

   * require us to take measures such as the reduction in scale of
     our operations that might hurt our future performance in
     order to satisfy our debt obligations; and

   * make us more vulnerable to bankruptcy or an unwanted
     acquisition on terms unsatisfactory to us."

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

                        http://is.gd/UfRweO

                      About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.


XCELL ENERGY: Committee Wants to Hire Burr & Forman as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Xcell Energy
and Coal Company, LLC bankruptcy case asks for permission from the
Hon. Tracey N. Wise of the U.S. Bankruptcy Court for the Eastern
District of Kentucky to employ Burr & Forman LLP as counsel, nunc
pro tunc to March 6, 2013.

Burr & Forman will, among other things, assist the Committee in
its investigation of the acts, conduct, assets, liabilities,
financial conditions of the Debtor, the operation of the Debtor's
business, and any other matter relevant to this case at these
hourly rates:

      Partners         $250 to $415
      Associates       $225 to $300
      Paralegals       $125 to $180

To the best of the Committee's knowledge, Burr & Forman is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Burr & Forman can be reached at:

      BURR & FORMAN LLP
      Derek F. Meek, Esq.
      James H. Haithcock, III, Esq.
      Ellen C. Rains, Esq.
      420 North 20th Street, Suite 3400
      Birmingham, AL 35203
      Tel: (205) 251-3000
      Toll-Free: (800) GET-BURR
      Fax: (205) 458-5100
      E-mail: dmeek@burr.com
              jhaithco@burr.com
              erains@burr.com

The Court previously said in an April 1, 2013 order that the
Committee's March 29 application to employ Burr & Forman as
counsel is "overruled without prejudice."  According to the Court,
the pleading doesn't meet the notice and opportunity for hearing
criteria as set forth by the Court and that 14 days' notice and
opportunity was not given.

                       Members of Committee

Samuel K. Crocker, U.S. Trustee for Region 8, in February
appointed three members to the official committee of unsecured
creditors in the Chapter 11 case of Xcell Energy and Coal Company,
LLC.

The Creditors Committee members are:

      1. Altec Capital Services
         Attn: Elizabeth Henderson, General Counsel
         33 Inverness Center Parkway, Suite 200
         Birmingham, AL 35242
         Tel: (205) 408-8081
         E-mail: Beth.Henderson@altec.com
         Interim Chair

      2. Campbell Woods, PLLC
         Attn: Charles I. Jones, Jr.
         BB&T Square
         300 Summers Street, Suite 1350
         Charleston, WV 25301
         Tel: (304) 346-2391
         E-mail: cjones@campbellwoods.com

      3. Bocook Engineering Inc.
         Attn: Dewey L. Bocook, Jr., President
         312 Tenth Street
         Paintsville, KY 41240
         Tel: (606) 789-5961
         E-mail: dbocook@bocook.com

                      About Xcell Energy

Xcell Energy and Coal Company, LLC, and its parent Energy
Investment Group, LLC, sought Chapter 11 protection (Banrk. E.D.
Ky. Case Nos. 13-70095 and 13-70096) on Feb. 14, 2013 in
Pikeville, Kentucky.

The Debtors sought bankruptcy after lender Alpha Credit Resources
LLC, owed $8 million, sought a receiver in state court and
scheduled a foreclosure auction on Xcell.

The Debtor is represented by attorneys at DelCotto Law Group PLLC
in Lexington, Kentucky.

Xcell Energy estimated assets and debts in excess of $10 million.


XCELL ENERGY: Court Transfers Case to Lexington Division
--------------------------------------------------------
The Hon. Tracey N. Wise of the U.S. Bankruptcy Court for the
Eastern District of Kentucky, in an order dated March 11, 2013,
allowed Xcell Energy and Coal Company, LLC and Energy Investment
Group, LLC, to notice their first-day motions and all subsequent
motions in these cases to be heard in the Lexington Division,
instead of the Pikeville Division.

The Debtors said in a Feb. 15, 2013 filing that allowing all
subsequent motions to be heard in the Lexington Division will be
more cost effective for the Debtors, the Debtors' secured
creditors, and other parties in interest in this case, and will
help to preserve the Debtors' assets for the benefit of the
Debtors' creditors.

Xcell is a Kentucky limited liability company which has its
principal business assets located in Magoffin County, Kentucky.
EIG is an affiliate of Xcell as its sole member.  The Debtors said
that their counsel is located in Lexington, Kentucky, and is able
to attend hearings in Lexington without causing the Estate to
incur travel expenses.

Upon information and belief, the Debtors' primary secured creditor
has counsel in Lexington.  ?Holding all subsequent hearings in the
Lexington Division will not inconvenience the majority of
creditors any more than it would to hold the hearings in the
Pikeville Division, and in fact, should be more convenient and
cost-effective for the creditors.  The same is true for the Office
of the U.S. Trustee," the Debtors stated.

                      About Xcell Energy

Xcell Energy and Coal Company, LLC, and its parent Energy
Investment Group, LLC, sought Chapter 11 protection (Banrk. E.D.
Ky. Case Nos. 13-70095 and 13-70096) on Feb. 14, 2013 in
Pikeville, Kentucky.

The Debtors sought bankruptcy after lender Alpha Credit Resources
LLC, owed $8 million, sought a receiver in state court and
scheduled a foreclosure auction on Xcell.

The Debtor is represented by attorneys at DelCotto Law Group PLLC
in Lexington, Kentucky.

Xcell Energy estimated assets and debts in excess of $10 million.


XENTEL INC: Chapter 15 Case Summary
-----------------------------------
Chapter 15 Debtor: Xentel Inc.
                   700 West Virginia St.
                   Suite 700
                   Milwaukee, WI 53204

Chapter 15 Case No.: 13-10888

Chapter 15 Petition Date: April 12, 2013

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Chapter 15 Debtor's Counsel: Domenic E. Pacitti, Esq.
                             KLEHR HARRISON HARVEY BRANZBURG LLP
                             919 Market Street, Suite 1000
                             Wilmington, DE 19801
                             Tel: (302) 552-5511
                             Fax: (302) 426-9193
                             E-mail: dpacitti@klehr.com

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

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

The petition was signed by Andrew Langhorne, CEO iMarketing
Solutions Group Inc.

Affiliates that simultaneously filed Chapter 15 petitions:

     Debtor                           Case No.
     ------                           --------
Wellesley Corporation Inc.           1-13-bk-10889
GWE Consulting Group (USA) Inc.      1-13-bk-10890
US Billing Inc.                      1-13-bk-10891
American Graphics & Design, Inc.     1-13-bk-10893
Courtesy Health Watch Inc.           1-13-bk-10894
Target Outreach Inc.                 1-13-bk-10895


Z TRIM HOLDINGS: Incurs $9.6 Million Net Loss in 2012
-----------------------------------------------------
Z Trim Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$9.58 million on $1.27 million of total revenues for the 12 months
ended Dec. 31, 2012, as compared with a net loss of $6.94 million
on $1.02 million of total revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $4.53 million
in total assets, $8.56 million in total liabilities and a $4.03
million total stockholders' deficit.

M&K CPAS, PLLC, 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 had a working capital deficit and reoccurring losses
as of Dec. 31, 2012.  These conditions raise substantial doubt
about its ability to continue as a going concern.

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

                        http://is.gd/29t7fX

                          About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.


* Fitch Sees Mixed Recoveries for Creditors in Retail Bankruptcies
------------------------------------------------------------------
Recovery rates were mixed for creditors of defaulting U.S. retail
companies, with issue recovery percentages depending on the
relative rank of debt, company value and the company's overall
capital structure mix, according to a Fitch Ratings report.

The report is based on a Fitch review of creditor recovery,
valuation and other bankruptcy case details for 20 retailers with
collective petition date debt of $7.4 billion.

Fitch's analysis found that first-lien debt had strong recoveries
across the board, with all 20 retailers having at least one first-
lien claim paid in full. Conversely, the median unsecured claim
recovery rate for the 19 retailers with unsecured debt was less
than 10% of the claim amount. The tendency of distressed retailers
to maximize secured borrowings, subordination to significant
administrative claims, and dilution of recoveries from pension,
general unsecured trade and operating lease rejection claims
placed downward pressure on unsecured debt recoveries.

Eleven of the 20 retailers liquidated their assets in bankruptcy,
and nine emerged as operating going concerns. Supermarkets
reorganized as going concerns more frequently than general
retailers. Lack of capital was a primary reason for companies
liquidating rather than reorganizing. Fitch summarizes payment
terms of going out of business inventory liquidation agreements
for store closing sales conducted by liquidation agents.

Liquidations are much more common in the retail sector than in
other corporate sectors. By comparison, Fitch's bankruptcy case
study database of 86 total U.S. corporate bankruptcy case outcomes
includes 14 liquidations (17%), 11 of which were retailers.

As part of its retail sector bankruptcy analysis, Fitch also
identified six U.S. retailers with Issuer Default Ratings of 'B-'
or below and/or bond spreads indicative of distress that are at
significant risk of default.

The full report is entitled 'U.S. Retail Case Studies in
Bankruptcy Enterprise Values and Creditor Recoveries.'


* Fitch Says U.S. Budget Continues to Pressure Nonprofit Hospitals
------------------------------------------------------------------
The fiscal 2014 federal budget proposal included cuts that would
affect the nonprofit acute care hospital sector, with providers
bearing approximately $300 million of the approximately $400
billion of proposed Medicare cuts over 10 years. While most
nonprofit hospitals we rate have adequate cushions to withstand
some reimbursement pressure, those with limited balance sheet
flexibility or those with significant exposure to Medicare could
be put under pressure. While the president's budget has been
rarely enacted by Congress in the past, this should be a starting
point for the political discussion.

Key proposed payment reductions include cuts to Medicare bad debt
reimbursement, graduate medical education funding, critical access
hospital cost plus reimbursement, supplemental payments to rural
providers and post-acute care providers reimbursement. Proposed
reductions in Medicare spending begin at $3 billion in 2014, which
is fairly mild compared to the sequestration cuts that went into
effect in April (an annualized impact of approximately $11
billion), but ramps to approximately $300 billion over the next
decade. These impacts will vary across our rated credits. Academic
medical centers, critical access hospitals and rehabilitation
hospitals may be more affected given the targeted levels of
reductions to their funding.

One positive item is the proposal to delay Medicaid
disproportionate share hospital (DSH) payment reductions to 2015
from 2014.


* Moody's Says Challenges Remain for Public Finance Sector
----------------------------------------------------------
Most US public finance sectors still face a negative outlook and
will likely continue to do so until fiscal and economic conditions
strengthen on a number of fronts, says Moody's Investors Service
in a new report.

"While the recovery has benefited most public finance sectors to
varying degrees, the positive effects due to an improving US
economy and capital markets have not been sufficiently robust to
stabilize credit conditions in many areas," said Moody's AVP-
Analyst Eva Bogaty, author of the report, "Why Most US Public
Finance Sectors Still Face a Negative Outlook Despite Economic
Growth."

The US economic recovery has been weaker than in previous post-
recession periods, notes the Moody's report. Many key economic
indicators, such as unemployment, household net worth, and GDP
expansion, remain much weaker than levels seen prior to 2007.

"Lingering budgetary stress and weak revenue growth continue to
present credit challenges for most state and local governments,
infrastructure enterprises and not-for-profit organizations," said
Bogaty. "Federal budget cuts and growing public pension
liabilities also contributed to the negative outlooks for some
sectors."

Conditions that would support stable sector outlooks, according to
Moody's, include: sustained national economic growth causing more
substantial improvements in labor and housing markets, a return to
higher consumer confidence, growing household income and wealth,
and resolution of the federal budget that does not involve further
cuts to key funding programs affecting the US public finance
sectors.

Moody's Macro Board predicts continued subdued growth during 2013
for the US, with real GDP expected to expand between 1.5-2.5% in
2013, before regaining stronger growth rates of 2-3% in 2014. The
unemployment rate and housing market have seen recent improvement,
but unemployment remains stubbornly high with labor force
participation rates at a 30-year low in February. The US housing
market, while gaining momentum, is well below its peak from the
2005-2007 boom. Weak labor markets combined with slower wage
growth have translated into a consumer base that remains sensitive
to increases in prices or taxes.

"Despite the predominance of negative outlooks for US public
finance sectors, some rated issuers have a positive outlook on
their individual ratings-even when the issuer's sector has a
negative outlook," said Bogaty. "The majority of public finance
issuers that carry outlooks have stable outlooks due to their
individual credit profiles."

A sector outlook reflects Moody's expectation for the fundamental
business conditions over the next 12 to 18 months across an entire
sector, such as state governments or higher education.


* Home Finance Write-Offs Down Nearly 23% in Q1, Equifax Says
-------------------------------------------------------------
According to the Equifax March National Consumer Credit Trends
Report, home finance balances written off in the first quarter of
2013 ($43.1 billion) decreased nearly 23% from Q1 2012 ($55.4
billion), reflecting a five-year low.  Write-offs, also known as
severe derogatories, include loans that completed the foreclosure
process and transitioned to real-estate owned (REO) by banks,
entered bankruptcy, or were otherwise charged off by the lender.

By loan type, year-over-year change in home finance write-off
rates from March 2012-2013:

-- Home equity revolving: declined 44.1%.

-- Home equity installment: declined 32.9%.

-- First mortgage: declined 17.6%.

By loan type, year-over-year change in home finance severely
delinquent balances from March 2012-2013:

-- Home equity revolving: declined more than 29% ($13.6 billion to
$9.7 billion).

-- Home equity installment: declined nearly 26% ($6.6 billion to
$4.9 billion).

-- First mortgage: declined nearly 25% ($477 billion to $355
billion).

"Overall home finance balances decreased to $8.38 trillion in
March 2013 from $8.64 trillion same time a year ago," said Equifax
Chief Economist Amy Crews Cutts.  "The decline is due to write
offs from foreclosures as well as from consumers paying down
balances when refinancing, known as cash-in refinancing,
shortening terms when they refinance their loans or making extra
principle payments each month for faster amortization; some have
even paid-off their mortgages entirely.  The share had been
running 50-50 until recently when it has shifted to a 60-40 split
with write-offs dominating.  This shift is important as increased
home purchases are finally leading to more demand for mortgage
credit and may soon stop the decline in mortgage debt
outstanding."

Other highlights from the most recent data include:

First Mortgage

-- The total balance of severely delinquent mortgages in
March 2013 is $350 billion, a 51% decrease from its peak in March
2010 ($714 billion).  Severely delinquent status includes balances
90 days past due or in foreclosure.

-- More than 65% of severely delinquent balances among first
mortgages are sourced from originations from 2005-2007.

-- Transition rates for balances moving from current status to 30
days-past-due, 30 to 60 days-past-due and 60 to 90 days-past-due
are all at new lows for the 5-year look-back period.

-- Transition rates for balances moving from in-foreclosure to REO
status, on a 6-month moving-average basis, are near the 5-year
period peak, and are currently running at 12 percent per month.

Home Equity Revolving

-- Of severely delinquent balances, 73% are tied to lines of
credit opened from 2005-2007.  Severely delinquent status includes
home equity loans with balances 90-days past due or in
foreclosure.

-- Total balances declined 9.3% from March 2012-2013 ($569.1
billion to $516.4 billion)

-- In that same time, total loans outstanding fell from more than
11.5 million to less than 10.9 million.

-- New credit originated in January 2013 totaled $6.2 billion,
realizing a 20% increase year-over-year ($5.1 billion in January
2012), and the strongest start to a calendar year since 2009.

Home Equity Installment

-- Total balances declined nearly 8% from March 2012-2013 ($148.1
billion to $136.6 billion).

-- Balances in foreclosure declined more than 25% in that same
time, from $595 billion to $445 billion.

-- From March 2012-2013, total existing loans fell from more than
4.5 million to 4.2 million.

Headquartered in Atlanta, Equifax -- http://www.equifax.com--
provides consumer, commercial and workforce information solutions.


* European CDS Spreads Stable Despite Cypriot Bank Insolvency
-------------------------------------------------------------
Western European CDS spreads have experienced a relatively stable
quarter, despite receiving news that Cypriot banks -- after taking
a hit on their investment in Greek bonds -- were insolvent,
according to S&P Capital IQ's latest quarterly Global Sovereign
Debt Credit Risk Report.

A last minute bail out of Cyprus prevented a default as upfront
prices fluctuated 7pts towards the end of the quarter.  However,
default risks remain high at 70% over five years, according to the
report.  Meanwhile in the UK, spreads widened to 55bps after the
much anticipated credit rating downgrade, but finished the quarter
strongly at 45bps, as a mix of austerity measures and bond
purchasing continue.

Elsewhere, US CDS spreads remain unchanged on the quarter while
the market continues to assess the impact of when the US ceases
the $85bn monthly bond repurchase program.

Top 10 Most Risky Sovereign Credits

        Source: S&P Capital IQ CDS
POSITION Q1 COUNTRY   5 YEAR CPD (%) 5 YEAR CDS MID (BPS) PREVIOUS
                                                          RANKING

1           Argentina       84.5%          4088      1 - No change
2           Cyprus          70.0%          1408      2 - No change
3           Pakistan        49.9%          933       3 - No change
4           Venezuela       41.3%          740       4 - No change
5           Egypt           39.1%          690       7 - Down 2
6           Ukraine         34.8%          594       5 - Up 1
7           Portugal        31.2%          409       6 - Up 1
8           Iraq            28.9%          479       8 - No change
9           Lebanon         26.3%          418       9 - No change
10          Tunisia (Proxy) 24.8%          393       New entry

"The cost of debt protection remained relatively stable in the top
10 least risky sovereign credits, with Germany moving 5bps tighter
and CDS spreads in New Zealand coming into line with Australia,"
says Jav Bose, Head of Derivative Valuations at S&P Capital IQ.

The first quarter of 2013 was relatively stable if the handful of
outliers -- namely Argentina, Egypt, Slovenia, Hungary and Cyprus,
are excluded.  CDS spreads in Ireland tightened a further 14%,
closing at 189bps, with Iceland tightening 11.3%, closing at
166bps and Abu Dhabi leading the charge and tightening a further
17.3% closing 70bps.

Top 10 Least Risky Sovereign Credits

        Source: S&P Capital IQ CDS

Position Q1 Country  5 Year CPD (%) 5 year CDS Mid (bps) Previous
                                                         Ranking

1           Norway      1.9%           21            2 - Up 1
2           Sweden      2.0%           23            1 - Down 1
3           Finland     2.9%           33            3 - No change
4           Denmark     3.1%           34            4 - No change
5           USA         3.3%           37            5 - No change
6           Germany     3.3%           37            6 - No change
7           Switzerland 3.6%           40            8 - Up 1
8           Australia   3.7%           43            New entry
9           New Zealand 3.8%           44            New entry
10          Austria     3.9%           44            9 - Down 1

Emerging Europe ended the quarter 16% wider overall, the worst
performing region of the quarter, as concerns on the health of
Slovenia's banks see the cost of protection surge 58%.  Hungary
and Croatia widened more gradually, accelerating towards the end
of the quarter following news of the problems of Slovenia's banks,
ending +41% and +33% respectively.

"Globally, focus in Q2 2013 will be on protection levels in
Eastern European countries and the potential impact on the
Eurozone, and Argentina where default probability surged this
quarter," says Jav Bose.  "Venezuela is another country capturing
the headlines, as its leadership under Chavez finally came to an
end this quarter.  However, the cost of protection still remains
wide, closing the quarter at 740bps, 15% wider on the quarter.

"Perhaps a little surprisingly, Brazil also widens to 137bps, as
it braces itself for both the World Cup and the Olympics in the
next four years."

About S&P Capital IQ's Global Sovereign Debt Credit Risk Report

The Global Sovereign Debt Credit Risk report focuses on changes in
the risk profile of sovereign debt issuers, with the intention of
identifying key trends and drivers of change.  The report uses
data from S&P Capital IQ CDS to determine Q1 2013 rankings and
commentary for:

-- The world's top ten most risky sovereign debt

-- The world's top ten least risky sovereign debt

-- The largest percentage tighteners

-- The largest percentage wideners

-- Regional comparisons.

                      About S&P Capital IQ

S&P Capital IQ, a business line of The McGraw-Hill Companies, is a
provider of multi-asset class and real time data, research and
analytics to institutional investors, investment and commercial
banks, investment advisors and wealth managers, corporations and
universities around the world.  The company provides a broad suite
of capabilities designed to help track performance, generate
alpha, and identify new trading and investment ideas, and perform
risk analysis and mitigation strategies.  Through leading desktop
solutions such as the S&P Capital IQ, Global Credit Portal and
MarketScope Advisor desktops; enterprise solutions such as S&P
Capital IQ Valuations, and Compustat; and research offerings,
including Leveraged Commentary & Data, Global Markets
Intelligence, and company and funds research, S&P Capital IQ
sharpens financial intelligence into the wisdom today's investors
need.


* National Credit Default Rates Down in March, S&P Experian Says
----------------------------------------------------------------
Data through March 2013, released on April 16 by S&P Dow Jones
Indices and Experian for the S&P/Experian Consumer Credit Default
Indices, a comprehensive measure of changes in consumer credit
defaults, showed a decrease in national default rates during the
month.  The national composite was 1.50% in March, down from 1.55%
in February.  The first and second mortgage default rates moved to
1.41% and 0.69% in March, down from 1.48% and 0.71% in February.
The bank card default rate was 3.51% in March, up from the recent
low of 3.37% it posted last month.  The auto loan default rate
remained flat at 1.11% since February.

"The first quarter of 2013 shows healthy consumer credit quality,"
says David M. Blitzer, Managing Director and Chairman of the Index
Committee for S&P Dow Jones Indices.  "The first and second
mortgage default rates decreased, the bank card rate increased and
the auto loan rate remained flat in March.  All loan types remain
below their respective levels a year ago.

"Four of the five cities we cover showed decreases in their
default rates in March -- Miami was down by 28 basis points,
Chicago by 25, Los Angeles by 15 and Dallas by six basis points.
New York was the only city with increased default rates; it was up
38 basis points.  Miami had the highest default rate at 2.93% and
Dallas -- the lowest at 1.20% among the five cities.  All five
cities remain below default rates they posted a year ago, in March
2012."

The table below summarizes the March 2013 results for the
S&P/Experian Credit Default Indices.  These data are not
seasonally adjusted and are not subject to revision.


S&P/Experian Consumer Credit Default Indices
National Indices
Index             March 2013        February 2013     March 2012
                  Index Level       Index Level       Index Level
        Composite         1.50              1.55              1.96
        First Mortgage    1.41              1.48              1.88
        Second Mortgage   0.69              0.71              1.03
        Bank Card         3.51              3.37              4.47
        Auto Loans        1.11              1.11              1.11
        Source: S&P/Experian Consumer Credit Default Indices
        Data through March 2013

The table below provides the S&P/Experian Consumer Default
Composite Indices for the five MSAs:

Metropolitan            March 2013     February 2013  March 2012
Statistical Area        Index Level    Index Level    Index Level
        New York          1.79              1.41              2.01
        Chicago           1.83              2.08              2.35
        Dallas            1.20              1.26              1.44
        Los Angeles       1.48              1.63              1.88
        Miami             2.93              3.21              3.62
        Source: S&P/Experian Consumer Credit Default Indices
        Data through March 2013

                   About S&P Dow Jones Indices

S&P Dow Jones Indices LLC, a subsidiary of The McGraw-Hill
Companies, Inc. -- http://www.spdji.com-- is the world's largest,
global resource for index-based concepts, data and research.  Home
to iconic financial market indicators, such as the S&P 500(R) and
the Dow Jones Industrial Average(SM), S&P Dow Jones Indices LLC
has over 115 years of experience constructing innovative and
transparent solutions that fulfill the needs of institutional and
retail investors.

                         About Experian

Experian -- http://www.experianplc.com-- is a global information
services company, providing data and analytical tools to clients
in more than 80 countries.  The company helps businesses to manage
credit risk, prevent fraud, target marketing offers and automate
decision making.  Experian also helps individuals to check their
credit report and credit score and protect against identity theft.

Experian plc is listed on the London Stock Exchange (EXPN) and is
a constituent of the FTSE 100 index.  Total revenue for the year
ended 31 March 2011 was $4.2 billion.  Experian employs
approximately 15,000 people in 41 countries and has its corporate
headquarters in Dublin, Ireland, with operational headquarters in
Nottingham, UK; California, US; and Sao Paulo, Brazil.


* No Silver Bullet for Looming Corp. Bond Market Crisis, TABB Says
------------------------------------------------------------------
With the Securities and Exchange Commission conducting a
roundtable on April 16, in Washington, D.C. addressing ways to
improve the transparency and efficiency of the fixed income
markets, TABB Group in new research, "Real-Time Corporate Bond
Prices: Panacea, or Pipedream?", says the old way of principal-
based dealer liquidity cannot economically support the needs of a
diverse marketplace.

"There's no silver bullet for the looming liquidity crisis in the
secondary corporate bond market," says Will Rhode, a TABB
principal and director of fixed income research.  "A collaborative
industry approach may well be the answer to the corporate bond
market's future."

The stakes have never been higher with secondary market liquidity
at its lowest point in recent memory.  Across the industry,
balance sheet pressures are turning banks into agents, even as
margins compress, forcing the need to discover more efficient bond
pricing mechanisms to replace the traditional process of phone-
based quoting.  The net result of lower spreads and a higher cost
of capital is fewer, smaller dealer-facilitated principal-based
trades.

The 12-page report is based on in-depth conversations with key
participants in the corporate bond market, including brokers,
dealers, exchanges, ATSs, hedge funds, asset managers,
connectivity providers and data providers.  It provides an in-
depth assessment covering important structural developments of the
corporate bond market as it evolves away from a principal-based
dealer liquidity model.

According to Rhode, where dealers can no longer price a bond and
source the liquidity directly, buy-side traders need tools that
will enable them to take greater control over the execution
process. What's quickly become essential for traders is a real-
time indicative price that can act as a reference point to the
point of execution, or market price, of a bond at a particular
size.

Dealers are now in the process of fine-tuning proprietary
algorithms that combine reference price inputs and use matrix
pricing to generate a real-time indicative price.  However, as
Rhode warns, data across bonds on the issuer curve, comparable
bonds, Trade Reporting and Compliance Engine (TRACE) prints,
dealer quotes and prices on credit default swaps (CDS) or interest
rate swaps (IRS) must be weighted to create an accurate real-time
indicative level.  "The challenge is to recreate the human nuance
of making a price over the phone, in an automated fashion.
Somehow, a traditional dealer's ability to make a price on a bond
utilizing relationship networks, placing targeted calls,
negotiating trades over the phone and clearing trades using
principal must be translated into a new structure."

As electronic trading begins to take hold, dealers need to
understand that collaboration and cooperation are necessary to
facilitate a new market structure.  "Everyone knows the problem
but so far no one has a solution," says Mr. Rhode, "but once
breached, transformation will occur rapidly, perhaps even faster
than equity trading's move from the floor to all-electronic
exchanges."

                         About TABB Group

TABB Group -- http://www.tabbgroup.com-- is a financial industry
research and consulting firm focused solely on capital markets,
based on the proven interview-based research methodology of
"first-person knowledge" developed by founder Larry Tabb.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Linda Martin
   Bankr. C.D. Cal. Case No. 13-13134
      Chapter 11 Petition filed April 9, 2013

In re La Mexicana Spice, Inc.
   Bankr. C.D. Cal. Case No. 13-19308
     Chapter 11 Petition filed April 9, 2013
         See http://bankrupt.com/misc/cacb13-19308.pdf
         represented by: Carlos F. Negrete, Esq.
                         LAW OFFICES OF CARLOS F. NEGRETE
                         E-mail: cnegrete1@hotmail.com

In re Yvonne Montell
   Bankr. M.D. Fla. Case No. 13-04576
      Chapter 11 Petition filed April 9, 2013

In re Dimitrios Andreopoulos
   Bankr. M.D. Fla. Case No. 13-04583
      Chapter 11 Petition filed April 9, 2013

In re John Gomes
   Bankr. M.D. Fla. Case No. 13-04593
      Chapter 11 Petition filed April 9, 2013

In re 1932 Bayshore, LLC
   Bankr. S.D. Fla. Case No. 13-18032
     Chapter 11 Petition filed April 9, 2013
         See http://bankrupt.com/misc/flsb13-18032.pdf
         represented by: Craig I. Kelley, Esq.
                         KELLEY & FULTON, PL
                         E-mail: cik@kelleylawoffice.com

In re Russell Grisham
   Bankr. D. Hawaii Case No. 13-00578
      Chapter 11 Petition filed April 9, 2013

In re Randall Jones
   Bankr. D. Kans. Case No. 13-20861
      Chapter 11 Petition filed April 9, 2013

In re Anthony Effiong
   Bankr. D. Md. Case No. 13-16148
      Chapter 11 Petition filed April 9, 2013

In re Victoria Effiong
   Bankr. D. Md. Case No. 13-16148
      Chapter 11 Petition filed April 9, 2013

In re William Rose
   Bankr. E.D. Mich. Case No. 13-31277
      Chapter 11 Petition filed April 9, 2013

In re Kenneth Walters
   Bankr. W.D. Mich. Case No. 13-02995
      Chapter 11 Petition filed April 9, 2013

In re 1990s Caterers LTD
        aka Vina de Villa Caterers
   Bankr. E.D.N.Y. Case No. 13-71842
     Chapter 11 Petition filed April 9, 2013
         See http://bankrupt.com/misc/nyeb13-71842.pdf
         Filed as Pro Se

In re Myrtle Beach Golf Entertainment, LLC
        dba Secrets Cabaret
   Bankr. D. S.C. Case No. 13-02125
     Chapter 11 Petition filed April 9, 2013
         See http://bankrupt.com/misc/scb13-02125.pdf
         represented by: Felix B. Clayton, Esq.
                         E-mail: butch@butchclaytonlaw.com

In re Billy Johnson
   Bankr. N.D. Tex. Case No. 13-20139
      Chapter 11 Petition filed April 9, 2013

In re Matthew Alvarez
   Bankr. W.D. Tex. Case No. 13-30594
      Chapter 11 Petition filed April 9, 2013

In re Shana Alvarez
   Bankr. W.D. Tex. Case No. 13-30594
      Chapter 11 Petition filed April 9, 2013

In re BJA Trucking Incorporated
   Bankr. S.D. W. Va. Case No. 13-30182
     Chapter 11 Petition filed April 9, 2013
         See http://bankrupt.com/misc/wvsb13-30182.pdf
         represented by: Michael T. Hogan
                         HOGAN & ROBINSON, PLLC
                         E-mail: mike@hdpfirm.com


In re Karl Stauffer
   Bankr. D. Ariz. Case No. 13-5646
      Chapter 11 Petition filed April 10, 2013

In re Shalimar Investment, LLC
   Bankr. D. Ariz. Case No. 13-05685
     Chapter 11 Petition filed April 10, 2013
         See http://bankrupt.com/misc/azb13-5685.pdf
         represented by: Charles R. Hyde, Esq.
                         Law Offices of C.R. Hyde
                         E-mail: crhyde@gmail.com

In re Stacie Hunt
   Bankr. C.D. Cal. Case No. 13-19373
      Chapter 11 Petition filed April 10, 2013

In re Ana Dale Mabry, LLC
   Bankr. M.D. Fla. Case No. 13-04659
     Chapter 11 Petition filed April 10, 2013
         See http://bankrupt.com/misc/flmb13-4659.pdf
         represented by: Perry G. Gruman, Esq.
                         E-mail: trent@grumanlaw.com

In re Carey Business Enterprises, LLC
   Bankr. S.D. Fla. Case No. 13-18102
     Chapter 11 Petition filed April 10, 2013
         See http://bankrupt.com/misc/flsb13-18102.pdf
         represented by: Latonia Jackson, Esq.
                         Latonia D. Jackson & Associates
                         E-mail: latonia_jackson@att.net

In re John Vignone
   Bankr. E.D. La. Case No. 13-10935
      Chapter 11 Petition filed April 10, 2013

In re Barry Snyder
   Bankr. D. Maine Case No. 13-20313
      Chapter 11 Petition filed April 10, 2013

In re American Business Solutions, Inc.
        dba American Business Network, Inc. (Q sub)
          dba The Upgrade Place
            fdba The Memory Place
              dba McDonald & Associates
   Bankr. D. Nebr. Case No. 13-80773
     Chapter 11 Petition filed April 10, 2013
         See http://bankrupt.com/misc/neb13-80773.pdf
         represented by: Roxanne M. Alhejaj, Esq.
                         Pollak & Hicks
                         E-mail: roxanne_law@cox.net

In re Shipyard Assets, Corp.
        dba Lua Restaurant
   Bankr. D.N.J. Case No. 13-17634
     Chapter 11 Petition filed April 10, 2013
         See http://bankrupt.com/misc/njb13-17634.pdf
         represented by: John J. Scura, III, Esq.
                         Scura, Mealey, Wigfield & Heyer
                         E-mail: jscura@scuramealey.com

In re 1216 Hinsdale Realty LLC
   Bankr. E.D.N.Y. Case No. 13-42107
     Chapter 11 Petition filed April 10, 2013
         See http://bankrupt.com/misc/nyeb13-42107.pdf
         Filed pro se

In re 1491 DeKalb Ave. Pharmacy, Inc.
   Bankr. E.D.N.Y. Case No. 13-42118
     Chapter 11 Petition filed April 10, 2013
         See http://bankrupt.com/misc/nyeb13-42118.pdf
         represented by: Lawrence F. Morrison, Esq.
                         The Morrison Law Offices P.C.
                         E-mail: morrlaw@aol.com

In re PR Consulting Group Inc.
        dba Puma Miradero (Estacion # 59)
   Bankr. D.P.R. Case No. 13-02754
     Chapter 11 Petition filed April 10, 2013
         See http://bankrupt.com/misc/prb13-2754.pdf
         represented by: Nydia Gonzalez Ortiz, Esq.
                         Santiago & Gonzalez
                         E-mail: bufetesg@gmail.com

In re M.C. Taqueria Siberia, LLC
        aka Taqueria Siberia
   Bankr. S.D. Tex. Case No. 13-10135
     Chapter 11 Petition filed April 10, 2013
         See http://bankrupt.com/misc/txsb13-10135p.pdf
         See http://bankrupt.com/misc/txsb13-10135c.pdf
         represented by: Eduardo V. Rodriguez, Esq.
                         Malaise Law Firm
                         E-mail:
igotnoticesbv@malaiselawfirm.com

In re Gregg Sampson
   Bankr. W.D. Wash. Case No. 13-13276
      Chapter 11 Petition filed April 10, 2013


In re Scott Neil
   Bankr. D. Ariz. Case No. 13-5732
      Chapter 11 Petition filed April 11, 2013

In re Daniel Chen
   Bankr. S.D. Cal. Case No. 13-3699
      Chapter 11 Petition filed April 11, 2013

In re Natalya Ilyukhina
   Bankr. M.D. Fla. Case No. 13-2214
      Chapter 11 Petition filed April 11, 2013

In re Elksheart Realty, LLC
   Bankr. S.D. Ind. Case No. 13-03661
     Chapter 11 Petition filed April 11, 2013
         Filed pro se

In re Plaza Utilities, LLC
   Bankr. S.D. Ind. Case No. 13-03662
     Chapter 11 Petition filed April 11, 2013
         Filed pro se

In re Southside Tavern, LLC
        dba Ardeo Mediterranean Taverna
   Bankr. D. Mass. Case No. 13-12102
     Chapter 11 Petition filed April 11, 2013
         See http://bankrupt.com/misc/mab13-12102.pdf
         represented by: John M. McAuliffe, Esq.
                         McAuliffe & Associates, P.C.
                         E-mail: john@jm-law.net

In re 1550 Fulton Street Realty Holdings LLC
   Bankr. E.D.N.Y. Case No. 13-42127
     Chapter 11 Petition filed April 11, 2013
         See http://bankrupt.com/misc/nyeb13-42127.pdf
         represented by: Bruce Weiner, Esq.
                         Rosenberg Musso & Weiner LLP
                         E-mail: rmwlaw@att.net

In re B-Von Liquid Corp.
   Bankr. E.D.N.Y. Case No. 13-42120
     Chapter 11 Petition filed April 11, 2013
         See http://bankrupt.com/misc/nyeb13-42120.pdf
         represented by: Nigel E. Blackman, Esq.
                         Blackman & Melville, PC
                         E-mail: nigel@bmlawonline.com

In re Manuel Mediavilla
   Bankr. D.P.R. Case No. 13-2802
      Chapter 11 Petition filed April 11, 2013

In re Pedro Barba E Hijos
   Bankr. D.P.R. Case No. 13-2797
      Chapter 11 Petition filed April 11, 2013

In re Farmville Group, LLC
   Bankr. E.D. Va. Case No. 13-11635
     Chapter 11 Petition filed April 11, 2013
         Filed pro se

In re Brooke Valley Estates, LP, a Limited Partnership
   Bankr. M.D. Pa. Case No. 13-01909
     Chapter 11 Petition Date: April 12, 2013
         Filed pro se

                            *********

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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