TCR_Public/130515.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, May 15, 2013, Vol. 17, No. 133

                            Headlines

11 EAST 36TH: Updated Case Summary & Creditors' Lists
22ND CENTURY: Incurs $2.5 Million Net Loss in First Quarter
AEOLUS PHARMACEUTICALS: Three Directors Resign
AEROFLEX INC: S&P Revises Outlook to Stable & Affirms 'B+' CCR
ALERE INC: Moody's Rates New $425MM Sr. Subordinated Notes 'Caa1'

ALERE INC: S&P Rates $425MM Senior Subordinated Notes 'CCC+'
ALIMERA SCIENCES: Incurs $14-Mil. Net Loss in 1st Quarter
ALPHA NATURAL: New $500MM Term Loan Gets Moody's 'Ba1' Rating
ALPHA NATURAL: S&P Revises Outlook to Neg. & Affirms 'B+' CCR
AMERICA WEST: Castle Valley Mining Buying Equipment

ANACOR PHARMA: Incurs $15.1-Mil. Net Loss in 1st Quarter
APPLETON PAPERS: Changes Name to "Appvion, Inc."
APOLLO MEDICAL: Net Revenues Hiked 52.2% to $7.8MM in Fiscal 2013
ARCAPITA BANK: Fortress Objects to Replacement Loan From Goldman
ASPEN GROUP: Incurs $948,000 Net Loss in First Quarter

AURA MINERALS: In Talks with Lenders to Obtain Covenant Waiver
BG MEDICINE: Incurs $5.4 Million Net Loss in First Quarter
BIOZONE PHARMACEUTICALS: Incurs $1.5 Million Net Loss in Q1
BLUE SUGARS: Sugarcane Ethanol Plant Files Ch. 7 in Reno
BON-TON STORES: Moody's Rates Proposed $300MM Sr. Notes 'Caa1'

BUFFALO PARK: Section 341(a) Meeting Scheduled on June 11
BUILDERS FIRSTSOURCE: Offering of $350MM of Sr. Secured Notes
BUILDERS FIRSTSOURCE: Moody's Rates $350MM Secured Notes 'Caa2'
BUILDERS FIRSTSOURCE: S&P Raises CCR to 'B'; Outlook Stable
CARDICA INC: Incurs $3.9-Mil. Net Loss in Third Quarter

CASH STORE: To Restate Financials Amid Settlement Problem
CENTRAL EUROPEAN: Delays First Quarter 2013 Form 10-Q
CEQUEL COMMS: Moody's Rates New $750MM Sr. Unsecured Bonds 'B3'
CEQUEL COMMUNICATIONS: S&P Assigns 'B-' Rating to $750MM Notes
COLDWATER PORTFOLIO: Hires Trigild as Property Manager

CLAIRE'S STORES: Prices $320-Mil. 7.75% Senior Notes Due 2020
COMMUNITY FIRST: Reports $203,000 Net Income in First Quarter
COPYTELE INC: Haskell & White Replaces KPMG as Accountants
DELTA AIR: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable
DIALOGIC INC: To Issue Add'l 1 Million Shares Under 2006 Plan

EAGLE RECYCLING: Hires CohnReznick as Financial Advisors
EAGLE RECYCLING: Hires Saiber LLC as Counsel
EDENOR SA: Shares Delisted From Buenos Aires Stock Exchange
ELAN CORP: Moody's Eyes Rating Downgrades Following Royalty Deal
ELEPHANT TALK: Incurs $5.1 Million Net Loss in First Quarter

EMPIRE RESORTS: Kien Huat Held 64.8% Equity Stake at May 10
ENDEAVOUR INTERNATIONAL: Incurs $14-Mil. Net Loss in 1st Quarter
ENBRIDGE ENERGY: S&P Rates $1.2-Bil. Preferred Units 'BB+'
ENERGY SERVICES: Incurs $1.2 Million Net Loss in March 31 Quarter
ENERGYSOLUTIONS INC: Incurs $8.2 Million Net Loss in 1st Quarter

EURAMAX INTERNATIONAL: Incurs $28.1 Million Net Loss in Q1
EVANS & SUTHERLAND: Incurs $1.4-Mil. Net Loss in 1st Quarter
EVERGREEN INTERNATIONAL: S&P Withdraws 'D' Ratings
FIRST BANKS: Reports $931,000 Net Income in First Quarter
FLETCHER INT'L: Case Trustee Hires Weisermazars for Tax Services

GABRIEL TECHNOLOGIES: Panel Wants Standing to Sue Insiders
GABRIEL TECHNOLOGIES: Court Approves Merle C. Meyers as Attorneys
GENERAL GROWTH: S&P Withdraws 'BB' Corporate Credit Rating
GETCO FINANCING: Moody's Rates $305MM Second Lien Notes 'B2'
GIBRALTAR GRANITE: Mass. Court Rules in Founder's Suit v. Gardner

GLOBAL ARENA: Signs Management and Investor Rights Agreement
GLOBAL ARENA: Daniel Rubino Held 2.7% Equity Stake at April 30
GLOBALSTAR INC: Incurs $25.1-Mil. Net Loss in 1st Quarter
GREENSHIFT CORP: Discussed Error in Annual Report with Accountant
HANSEN MEDICAL: Incurs $17.2-Mil. Net Loss in First Quarter

HARBINGER GROUP: SEC Settlement No Impact on Moody's B2 CFR
HAWAIIAN TELCOM: S&P Retains 'B' Rating on $292MM Term Loan
HEALTHWAREHOUSE.COM INC: To Investigate Shareholders' Demands
HORIZON PHARMA: Incurs $22.2-Mil. Net Loss in 1st Quarter
HOSPITAL CENTER AT ORANGE: PBGC Decides to Cover Pensions

HOWREY LLP: Haynes & Boone Can't Pursue Declaratory Relief Action
IDENTIVE GROUP: Incurs $5.0-Mil. Net Loss in First Quarter
IFS FINANCIAL: Lawyer W. Steve Smith Removed as Ch.7 Trustee
IMAGEWARE SYSTEMS: Incurs $2.77-Mil. Net Loss in First Quarter
ING US: S&P Assigns 'BB' Rating to $750MM Jr. Subordinated Notes

INVENT VENTURES: Incurs $166K Net Loss in 1st Quarter
J.C. PENNEY: S&P Assigns 'B' Rating to $1.75BB Term Loan
JAMESTOWN LLC: Section 341(a) Meeting Set on June 20
JAYHAWK ENERGY: Had 76.8MM of Outstanding Common Stock at May 10
JAYHAWK ENERGY: Ellis Int'l Held 6.7% Equity Stake as of May 10

JAYHAWK ENERGY: Alpha Capital Held 9.9% Equity Stake at May 10
JBI INC: Incurs $2.7-Mil. Net Loss in 1st Quarter
K LUNDE: Updated Case Summary & Creditors' Lists
KNIGHT HOLDCO: S&P Assigns Prelim. 'BB-' Issuer Credit Rating
KRONOS WORLDWIDE: Fitch Lowers Issuer Default Rating to 'BB-'

LA JOLLA: Incurs $4.2 Million Net Loss in First Quarter
LEHMAN BROTHERS: Barclays Beats FirstBank in Suit
LIBERTY MEDICAL: Halts Suit Against Officers, Owners
LODGE PARTNERS: Lodge on the Desert Files After Failed Sale
LOTHIAN OIL: 5th Cir. Affirms Injunction Over State Court Actions

MC INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
MCCLATCHY COMPANY: Files Form 10-Q, Incurs $12.7MM Loss in Q1
MCCLATCHY COMPANY: BlackRock Reports 10.3% Class A Shares
MEDIA GENERAL: Incurs $17.7 Million Net Loss in First Quarter
MISSION NEW ENERGY: SLW Held 83.8% Shares as of April 17

MERRIMACK PHARMACEUTICALS: Incurs $28.3 Million Net Loss in Q1
MERCER INTERNATIONAL: S&P Lowers CCR to 'B'; Outlook Stable
MICROVISION INC: Incurs $3.7-Mil. Net Loss in 1st Quarter
MOBIVITY HOLDINGS: Extends Maturity of Bridge Notes to Oct. 15
MUD KING: Court Rules on Stay Over National Oilwell Varco Suit

MUSCLEPHARM CORP: Post-Effective Amendment to 166,377 Prospectus
NAT'L PUBLIC FINANCE: S&P Ups Counterparty Credit Rating From 'B-'
NEENAH PAPER: Moody's Hikes CFR to Ba2 & Rates Unsec. Notes Ba3
NEENAH PAPER: S&P Affirms 'BB-' CCR & Rates $175MM Notes 'BB-'
NEW MEATCO: Case Summary & 20 Largest Unsecured Creditors

NORD RESOURCES: Incurs $2.1 Million Net Loss in First Quarter
NORTHCORE TECHNOLOGIES: Appoints Interim Chief Financial Officer
OMNICOMM SYSTEMS: Incurs $4.5 Million Net Loss in First Quarter
OPTIMAL MEDICAL: Case Summary & 3 Unsecured Creditors
ORCHARDS LLC: Voluntary Chapter 11 Case Summary

OZBURN-HESSEY: S&P Assigns 'B-' Rating to New $320MM Debt
PLUSFUNDS GROUP: S.D.N.Y. Judge Won't Reopen Chapter 11 Case
PLY GEM HOLDINGS: Files Form 10-Q, Incurs $28.1MM Net Loss in Q1
POSITIVEID CORP: Obtains $5 Million in Equity Financing From IBC
R & R RESTAURANTS: Case Summary & 20 Largest Unsecured Creditors

READER'S DIGEST: S&P Withdraws 'D' Corp. Credit & Issue Ratings
RESIDENTIAL CAPITAL: Secret Examiner Report to be Unsealed Later
RESIDENTIAL CAPITAL: Suit Over Attempted Foreclosure Dismissed
ROCKWELL MEDICAL: Richmond Brothers Held 12.2% Stake as of May 9
SANTA FE GOLD: Incurs $2.5-Mil. Net Loss in Fiscal Q3

SECURE SYSTEM: Updated Case Summary & Creditors' Lists
SELECT MEDICAL: Moody's Rates New $500MM Sr. Unsecured Notes 'B3'
SELECT MEDICAL: S&P Rates $500MM Sr. Unsecured Debt 'B-'
SHOREST LLC: Case Summary & 15 Largest Unsecured Creditors
SHUANEY IRREVOCABLE: May 17 Hearing on Motion for Relief of Stay

SIGNET SOLAR: Bankruptcy Case Converted to Chapter 7
SPIRE CORP: Incurs $2.6 Million Net Loss in First Quarter
STOCKDALE TOWER: Guaranty Suit v. Morelands Beats Dismissal Bid
STONEMOR PARTNERS: S&P Rates $175MM Unsecured Notes 'B-'
SUN BANCORP: Reports $2.5-Mil. Net Income in Q1 2013

SUPERCONDUCTOR TECHNOLOGIES: Incurs $2.4MM Net Loss in 1st Quarter
SYNAGRO TECHNOLOGIES: Price Raised, Auction Set for June 10
T & S RESTAURANTS: Case Summary & 10 Unsecured Creditors
TAYLOR, MI: Fitch Affirms 'BB' Rating on $8.8MM Tax Bonds
TELIK INC: Incurs $1.9-Mil. Net Loss in 1st Quarter

THE GAP: S&P Hikes CCR From 'BB+' on Improved Performance
TIERRA CONTRACTING: Voluntary Chapter 11 Case Summary
TIMIOS NATIONAL: Reports $65.8 Million Net Income in 1st Quarter
UNI-PIXEL INC: Offering 800,000 Shares Under 2011 Incentive Plan
UNILIFE CORPORATION: Incurs $14.1-Mil. Net Loss in Fiscal Q3

UNITED BANCSHARES: Incurs $1 Million Net Loss in 2012
UNIVERSITY GENERAL: To Present at 14th B. Riley & Co. Conference
UPLAND FORREST: Voluntary Chapter 11 Case Summary
USELL.COM INC: Incurs $1.6-Mil. Net Loss in 1st Quarter
USG CORP: Restricts Transfers of Common Stock to Protect NOLs

VERMILLION INC: Obtains $13.2 Million in Equity Financing
VIGGLE INC: B. Chen Quits as Director, Ellen Has Check In To Win
VISUALANT INC: Incurs $2.3 Million Net Loss in March 31 Quarter
WAFERGEN BIO-SYSTEMS: Incurs $3.8-Mil. 1st Quarter Net Loss
WARNER CHILCOTT: Moody's Comments on Possible Merger With Actavis

WAVE SYSTEMS: Incurs $10.2 Million Net Loss in First Quarter

* Moody's Notes Pros and Cons of Lower Natural Gas Prices

* U.S. Supreme Court Rules on "Defalcation"

* E.D. Cal. Judge O'Neill Laments on Caseload

* Upcoming Meetings, Conferences and Seminars

                            *********

11 EAST 36TH: Updated Case Summary & Creditors' Lists
-----------------------------------------------------
Lead Debtor: 11 EAST 36th, LLC
             11 East 36th Street, Suite 1101
             New York, NY 10016

Bankruptcy Case No.: 13-11506

Chapter 11 Petition Date: May 8, 2013

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: James M. Peck

Debtors' Counsel: Anthony J. Gallo, Esq.
                  AJ GALLO ASSOCIATES, P.C.
                  6080 Jericho Turnpike, Suite 216
                  Commack, NY 11725
                  Tel: (516) 342-5880
                  Fax: (516) 342-5729
                  E-mail: gallobk@ajgalloassociates.com

Estimated Assets: $0 to $50,000

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
Morgan Lofts, LLC                      13-11507
  Assets: $0 to $50,000
  Debts: $10,000,001 to $50,000,000
Bay Condos, LLC                        11-15844

The petitions were signed by Ben Bobker, managing member.

A. 11 EAST 36th did not file a list of its largest unsecured
creditors together with its petition.

B. Morgan Lofts did not file a list of its largest unsecured
creditors together with its petition.


22ND CENTURY: Incurs $2.5 Million Net Loss in First Quarter
-----------------------------------------------------------
22nd Century Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.51 million on $0 of revenue for the three months
ended March 31, 2013, as compared with a net loss of $2.12 million
on $0 of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed
$2.97 million in total assets, $10.70 million in total
liabilities, and a $7.73 million total shareholders' deficit.

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

                        http://is.gd/xQdb6S

                        About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

22nd Century incurred a net loss of $6.73 million in 2012, as
compared with a net loss of $1.34 million in 2011.

Freed Maxick CPAs, P.C., in Buffalo, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that 22nd Century has suffered recurring losses from operations
and as of Dec. 31, 2012, has negative working capital of
$3.3 million and a shareholders' deficit of $6.1 million.
Additional capital will be required during 2013 in order to
satisfy existing current obligations and finance working capital
needs as well as additional losses from operations that are
expected in 2013.


AEOLUS PHARMACEUTICALS: Three Directors Resign
----------------------------------------------
Joseph J. Krivulka, Michael E. Lewis, Ph.D., and Peter D. Suzdak,
Ph.D., notified Aeolus Pharmaceuticals, Inc., of their
resignations from the Board of Directors of Aeolus and from all
committee memberships, as applicable.  The decisions to resign
from the Board were not due to any disagreement with Aeolus on any
matter relating to Aeolus' operations, policies or practices.

Concurrently with the resignations of Mr. Krivulka, Dr. Lewis and
Dr. Suzdak from the Board, the Board appointed John Clerici,
Mitchell D. Kaye and Jeffrey A. Scott, M.D. to serve as directors
of the Board, effective May 8, 2013.  Each of Mr. Clerici,
Mr. Kaye and Dr. Scott will serve until such time as his
respective successor is duly elected and qualified or until his
earlier resignation or removal.

John M. Clerici, age 42, is a founding Principal of Tiber Creek
Partners, LLC, a company focused on providing scientific and
business counseling to biotechnology companies seeking to use non-
dilutive capital from the U.S. and foreign governments and from
non-governmental organizations.  Mr. Clerici is also a Partner in
the government contracts practice at McKenna Long & Aldridge LLP.
For over 14 years, Mr. Clerici has been at the forefront of the
creation of the public health preparedness sector, including
helping large pharmaceutical and emerging biotechnology companies
develop creative approaches to access non-dilutive capital to fund
the development of biotechnology for emerging disease and
engineered threats.

Mitchell D. Kaye, J.D., age 44, is the Founder of MedClaims
Liaison, LLC and has served as its Chief Executive Officer since
2009.  MedClaims is a consumer advocacy business which works on
behalf of families in managing reimbursement disputes with medical
providers and insurance companies.  From 2008-2010, Mr. Kaye was a
Managing Director with Navigant Capital Advisors, a financial and
strategic advisory services firm, and Head of Navigant's Financial
Institutions Restructuring Solutions Team (FIRST).  While at
Navigant, Mr. Kaye led numerous high profile engagements on behalf
of investment funds and investors.

Jeffrey A. Scott, M.D., age 55, whose specialty is oncology,
currently is General Manager/Senior Vice President for P4
Healthcare, a division of Cardinal Health Specialty Solutions,
which is a division of Cardinal Health.  He is also a member of
Cardinal Health's Operating Committee.  Prior to the 2010 sale of
P4 Healthcare to Cardinal Health, Dr. Scott was the Founder,
President and Chief Executive Officer of P4 Healthcare, since its
inception in 2006.  P4 Healthcare was a multimedia Healthcare
Marketing and Education Company with a focus in Oncology.  From
1998 to 2002, Dr. Scott served as the National Medical Director
and President of the International Oncology Network (ION), a
network of more than 4,000 U.S. private practice oncologists
headquartered in Baltimore, Maryland.

In connection with their appointment to the Board, each of Mr.
Clerici, Mr. Kaye and Dr. Scott was granted an option to purchase
75,000 shares of Aeolus' common stock.  Each such option will vest
in equal monthly installments over a period of 12 months from the
date of grant; provided that the director holding such option
provides continuous services to Aeolus.  The options have an
exercise price equal to $0.44, the closing price of Aeolus' common
stock on May 8, 2013, the date of grant.

As a non-employee director, each of Mr. Clerici, Mr. Kaye and Dr.
Scott will be entitled to receive Aeolus' standard compensation
for non-employee directors, including reimbursement for expenses
incurred in connection with each Board and committee meeting
attended.  In accordance with Aeolus' compensation program for
non-employee directors, each of Mr. Clerici, Mr. Kaye and Dr.
Scott will be eligible to receive nonqualified stock options for
up to an aggregate of 75,000 shares per year.

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

                       http://is.gd/8zRQnK

                   About Aeolus Pharmaceuticals

Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a
Southern California-based biopharmaceutical company leveraging
significant government investment to develop a platform of novel
compounds in oncology and biodefense.  The platform consists of
over 200 compounds licensed from Duke University and National
Jewish Health.

The Company's lead compound, AEOL 10150, is being developed as a
medical countermeasure ("MCM") against the pulmonary sub-syndrome
of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome"
or "Lung-ARS") as well as the gastrointestinal sub-syndrome of
acute radiation syndrome ("GI-ARS").  Both syndromes are caused by
acute exposure to high levels of radiation due to a radiological
or nuclear event.  It is also being developed for use as a MCM for
exposure to chemical vesicants such as chlorine gas, sulfur
mustard gas and nerve agents.

Grant Thornton LLP, in San Diego, Cal., expressed substantial
dobut about Aeolus Pharmaceuticals' ability continue as a going
concern.  The independent auditors noted that the Company has
incurred recurring losses and negative cash flows from operations,
and management believes the Company does not currently possess
sufficient working capital to fund its operations through fiscal
2013.

The Company's balance sheet at Dec. 31, 2012, showed $1.63 million
in total assets, $17.87 million in total liabilities and a $16.23
million total stockholders' deficit.


AEROFLEX INC: S&P Revises Outlook to Stable & Affirms 'B+' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Aeroflex
Inc. to stable from negative.  At the same time, S&P affirmed its
'B+' corporate credit rating.

In addition, S&P assigned its 'BB-' issue level rating to  the
company's $685 million senior secured credit facilities, including
its $610 million term loan due 2020 and $75 million revolving
credit facility maturing in 2018.  The '2' recovery rating
indicates expectations for substantial (70% to 90%) recovery
for lenders in the event of payment default.

"The outlook change reflects our expectation that end-market
demand in both the semiconductor and test equipment segments will
improve in the near term despite the uncertainty surrounding
sequestration, which, combined with debt reduction, will result in
improved leverage metrics over the coming quarters," said Standard
& Poor's credit analyst Andrew Chang.

"The ratings on Aeroflex reflect our expectation that its
semiconductor and test equipment businesses will improve in fiscal
2014 after a sharp downturn during the past several quarters and
that it will maintain credit metrics consistent with an
"aggressive" financial risk profile.  We consider the company's
business risk profile to be "weak," added Mr. Chang.

Aeroflex is a fabless semiconductor company focusing on radiation-
tolerant microelectronic products, as well as test and measurement
equipment primarily for the communications, defense, and aerospace
markets.  Its primary customers are the U.S. government and its
defense and aerospace contractors, as well as wireless
infrastructure manufacturers.  Although its government and defense
customers are generally stable, macroeconomic headwinds and
sequestration uncertainty have adversely impacted its top line and
profitability in recent quarters.  In addition, Aeroflex's
commercial end markets could experience volatility during
downturns, as was the case in its wireless testing business.
Standard & Poor's views Aeroflex's product focus as narrow and its
overall industry position as modest.  As a result, S&P's business
risk profile for the company is "weak."  S&P also assess the
company's management and governance to be "fair."


ALERE INC: Moody's Rates New $425MM Sr. Subordinated Notes 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 (LGD 5, 89%) rating to
Alere, Inc.'s proposed offering of $425 million of senior
subordinated notes due 2020. Moody's understands that the proceeds
of the offering will be used to refinance the existing 9.000%
Senior Subordinated Notes due 2016 and pay related tender costs
and accrued interest, fees and expenses. Alere's Corporate Family
Rating of B2 and Probability of Default Rating of B2-PD remain
unchanged given Moody's expectation that credit metrics will not
be meaningfully impacted by this transaction. However, certain LGD
assessments are being revised to reflect the increase in the
amount of senior subordinated notes in the capital structure. The
rating outlook remains stable.

Following is a summary of Moody's rating actions:

Rating assigned:

$425 million senior subordinated notes due 2020, Caa1 (LGD 5, 89%)

Ratings unchanged/LGD assessments revised:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

Senior secured revolving credit facility due 2016, to Ba3 (LGD 3,
30%) from Ba3 (LGD 2, 29%)

Senior secured term loan A due 2016, to Ba3 (LGD 3, 30%) from Ba3
(LGD 2, 29%)

Senior secured delayed draw term loan A due 2016, to Ba3 (LGD 3,
30%) from Ba3 (LGD 2, 29%)

Senior secured term loans B, B-1, and B-2 due 2017, to Ba3 (LGD 3,
30%) from Ba3 (LGD 2, 29%)

7.25% senior unsecured notes due 2018, at B3 (LGD 5, 74%)

8.625% senior subordinated notes due 2018, at Caa1 (LGD 5, 89%)

9.0% senior subordinated notes due 2016, at Caa1 (LGD 5, 89%) (to
be withdrawn following the completion of the tender offer for the
notes)

Speculative Grade Liquidity Rating at SGL-1

Ratings Rationale:

Alere's B2 Corporate Family Rating reflects high financial
leverage in the context of an acquisitive growth strategy,
alongside ongoing reimbursement pressures on healthcare providers
and technological risk inherent in the highly competitive medical
diagnostics industry. In addition to the potential near-term
impact to earnings related to recent FDA-imposed recalls, EBITDA
growth has been constrained by ongoing headwinds in Europe and
operating challenges within the health management business, which
have included the loss of a number of accounts and declining
profitability. The ratings are supported by the company's strong
competitive position within the point-of-care diagnostic tools
market, as well as its solid cash flow. In addition, the ratings
are supported by the company's diverse product offering, and a
track record of technological innovation, which positions the
company well to serve hospitals and other healthcare providers.

Given the company's high leverage and acquisitive strategy, a
rating upgrade is unlikely over the near term. However, Moody's
could upgrade the rating if the pace of acquisitions slows
considerably and credit metrics improve such that adjusted debt to
EBITDA declines below 5.0 times and free cash flow to debt is
above 7% on a sustained basis.

Moody's could downgrade the rating if leverage is expected to be
sustained above 6.5 times, including Moody's adjustments for
operating leases and the company's preferred stock, or if free
cash flow to adjusted debt is expected to remain below 4% for a
sustained period. Use of incremental debt for future acquisitions
or lower than expected EBITDA, resulting from continued weakness
in the professional diagnostics or health management businesses,
which cause the company's credit metrics or liquidity to weaken
could also result in a downgrade.

The principal methodology used in this rating was the Global
Medical Product and Device Industry published in October 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Alere, Inc., headquartered in Waltham, Massachusetts, operates in
health management, and professional and consumer diagnostics. The
health management business includes disease management, maternity
management, and wellness. Diagnostic products focus on infectious
disease, cardiology, oncology, drugs of abuse and women's health.
For the twelve months ended March 31, 2013, the company generated
net revenues of approximately $2.9 billion.


ALERE INC: S&P Rates $425MM Senior Subordinated Notes 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'CCC+'
issue-level rating to Alere Inc.'s proposed $425 million senior
subordinated notes due 2020.  The recovery rating is '6'
reflecting S&P's expectation of negligible recovery (0-10%) in the
event of payment default.  The company will use proceeds from the
note issuance to refinance the existing $400 million 9% senior
subordinated notes due 2016 and pay fees and expenses.

The ratings on the Waltham, Mass.-based health care diagnostics
provider reflect the company's "weak" business risk profile, given
its active acquisition strategy and its position as a niche player
in the life sciences industry.  Alere has a "highly leveraged"
financial risk profile which, under S&P's criteria, refers to
leverage over 5x.  Leverage at Dec. 31, 2012 was 6.3x and S&P
expects it to decline to about 5.7x by year-end 2013.

RATINGS LIST

Alere Inc.
Corporate Credit Rating             B/Stable/--

New Rating

$425 million senior sub
notes due 2020                       CCC+
  Recovery Rating                    6


ALIMERA SCIENCES: Incurs $14-Mil. Net Loss in 1st Quarter
---------------------------------------------------------
Alimera Sciences, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $14.0 million for the three months ended
March 31, 2013, compared with a net loss of $4.4 million for the
same period last year.

The Company recorded a loss of $5.6 million as a result of the
change in fair value of the warrants in the three months ended
March 31, 2013.

The Company's balance sheet at March 31, 2013, showed
$43.2 million in total assets, $17.4 million in total liabilities,
and stockholders' equity of $25.7 million.

To date the Company has incurred recurring losses, negative cash
flow from operations, and has accumulated a deficit of
$245.1 million from the Company's inception through March 31,
2013.

A copy of the Form 10-Q is available at http://is.gd/f0DnOJ

                      About Alimera Sciences

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

                           *     *     *

As reported in the TCR on April 11, 2013, Grant Thornton LLP, in
Atlanta, Ga., expressed substantial doubt about Alimera Sciences'
ability to continue as a going concern, citing the Company's
recurring net losses, negative cash flow from operations,
accumulated deficit, and current lack of a commercial
product.


ALPHA NATURAL: New $500MM Term Loan Gets Moody's 'Ba1' Rating
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Alpha Natural
Resources' new proposed $500 million term loan. At the same time,
Moody's affirmed the existing ratings including the B1 corporate
family rating. The outlook remains stable.

Ratings Rationale:

Alpha's B1 corporate family rating reflects its position as one of
the top three US coal companies in terms of production and
reserves, and the largest US metallurgical (met) coal producer.
The rating also reflects the company's good liquidity position pro
forma for the transaction, including approximately $800 million of
cash and marketable securities and availability of roughly $1
billion under the revolving credit facility as of March 31, 2013.
However, the rating also factors in the persistent weakness in the
seaborne met markets with spot met coal prices trading
significantly below the Q1 2013 benchmark. Moody's expects
quarterly met coal settlement to trend lower before rebounding
slightly in mid-to-late 2014. The current spot met pricing in the
$140-$150 range for Australian hard coking coal will likely have a
larger impact on Alpha's cash flow generation than the proactive
cost cutting and asset rationalization measures it put in place
over the last year.

The Ba1 rating on the term loan reflects its effective seniority
from the strong collateral coverage relative to the company's
unsecured debt in accordance with Moody's Loss Given Default (LGD)
methodology.

While Moody's expects Alpha's metrics to deteriorate in 2013 due
to the challenging environment for coal domestically, and in the
seaborne market, the proactive steps that were taken by the
company in its strategic repositioning of operations are expected
to mitigate the degree of deterioration anticipated. Moody's
expects Debt/EBITDA, as adjusted, to be in the 8x-9x range in 2013
before recovering moderately in 2014. In addition, Alpha has shown
an operating flexibility that Moody's believes will help it
weather the challenging climate facing coal producers. In
addition, the company's strong liquidity position provides support
to the rating.

Challenges for the B1 CFR include Alpha's high degree of
concentration in Central Appalachia where the industry is facing a
secular decline in production and challenging market conditions.
Difficult geology, increasing costs, heightened MSHA scrutiny of
mine safety, low natural gas prices and expected coal plant
retirements have caused coal demand to contract, and coal prices
to decline. At the same time, realized prices for metallurgical
(met) coal have declined sharply, reflecting weak global steel
demand and an oversupplied seaborne met coal market.

Although upward momentum on the ratings is limited due to industry
conditions and the high leverage, an upgrade could result if
operating performance improves, Debt/ EBITDA is considered
sustainable below 4.5x, and free cash flow to debt is above 3%.
However, the ratings and/or outlook could come under pressure if
the company's liquidity position erodes materially from current
levels, or if Debt/EBITDA is expected to remain above 6x beyond
2014.

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


ALPHA NATURAL: S&P Revises Outlook to Neg. & Affirms 'B+' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Bristol, Va.-based Alpha Natural Resources Inc. to negative from
stable.  At the same time, S&P affirmed the 'B+' corporate credit
rating on Alpha.

S&P also rated Alpha's proposed $500 million term loan B due 2020
'BB' (two notches higher than the corporate credit rating).  The
recovery rating on the proposed term loan is '1', indicating S&P's
expectation for very high (90% to 100%) recovery in the event of
payment default.  In addition, S&P rated Alpha's new $300 million
convertible notes due 2017 'B+' (the same as the corporate credit
rating).  The recovery rating on the notes is '4', indicating
S&P's expectation for average (30% to 50%) recovery in the event
of payment default.

In addition, S&P revised its recovery ratings on Alpha's
$500 million senior unsecured notes due 2018, $800 million senior
unsecured notes due 2019, and $700 million senior unsecured notes
due 2021, to '4' from '3'.  The '4' recovery rating indicates
S&P's expectation for average (30% to 50%) recovery in the event
of payment default.  The rating on the notes remains 'B+', the
same as the corporate credit rating.

S&P also lowered the rating on Massey Energy Co.'s convertible
notes due 2015 to 'B' (one notch lower than the corporate credit
rating) from 'B+', and revised the recovery rating to '5' from
'4'.  The '5' recovery rating indicates S&P's expectation for
modest (10% to 30%) recovery in the event of payment default.

"The outlook revision reflects our view that operating conditions
for Alpha will remain challenging for the foreseeable future due
to ongoing weakness in the Central Appalachian thermal and
metallurgical coal markets," said Standard & Poor's credit analyst
Megan Johnston.

Natural gas substitution has accelerated what S&P views as a
sustained decline in the economic viability of thermal coal
produced in CAPP.  Even with higher natural gas prices, which
recently have been about $4.00 per million British thermal unit
compared with a low of $1.90 last year, S&P believes it is still
uneconomical for many utilities to burn Central Appalachian (CAPP)
thermal coal.  In addition, global economic sluggishness has
caused metallurgical (met) coal prices to remain weak.  Operating
performance for Alpha, the largest producer in the CAPP region,
has suffered as a result, with adjusted trailing-12-month EBITDA
as of March 31, 2013, down about 33% year over year.

The negative outlook reflects S&P's view that credit measures will
remain weak at least through 2014, reflecting current low coal
prices, with debt to EBITDA in excess of 6x and FFO to debt below
10%.  S&P considers these measures to be weak for the 'B+' rating,
although Alpha's strong liquidity provides support for the rating.

S&P could lower the rating if the current weak coal environment
persists, resulting in continued weak credit measures.  S&P could
also consider a negative rating action if it sees Alpha's
liquidity position begin to deteriorate, such that it no longer
deemed liquidity to be strong.  This could occur if Alpha was
unable to continue to reduce costs and capital spending and began
to burn cash, or if it was unable to refinance its maturities in a
timely manner.

S&P could revise the outlook to stable if it begin to see domestic
coal demand improving and exports increasing, which would lead to
an improvement in operating performance for Alpha and a decrease
in leverage.  S&P would revise the outlook to stable if Alpha is
able to maintain leverage between 4x and 5x.  Alpha is the
nation's third-largest coal producer as measured by production.
It is the nation's largest supplier of met coal, which is used in
steel making, and is a major supplier of thermal coal to electric
utilities and manufacturing industries.

Alpha will use proceeds from the term loan and convertible notes
issuances to repay existing indebtedness, including portions of
Alpha's term loan A due 2016, as well as $226 million of the 3.25%
convertible notes due 2015 issued by Massey Energy Co. and
$181 million of the 2.375% convertible notes due 2016 issued by
Alpha, as well as for general corporate purposes.


AMERICA WEST: Castle Valley Mining Buying Equipment
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that America West Resources Inc., the owner of a coal mine
in Helper, Utah, sold the company's mining equipment to Castle
Valley Mining LLC for $1.25 million.

The auction was held on April 3.  Castle Valley was bidding
against secured lender Denly Utah Coal LLC, owed about
$23 million.  Denly is also a 39.5 percent owner.  Castle Valley
came out the winner. The bankruptcy court in Las Vegas approved
the sale Monday.

                         About America West

Based in Salt Lake City, Utah, America West Resources Inc. is a
domestic coal producer engaged in the mining of clean and
compliant (low-sulfur) coal.  The majority of the Company's coal
is sold to utility companies for use in the generation of
electricity.

America West Resources and three affiliates sought Chapter 11
protection (Bankr. D. Nev. Case Nos. 13-50201 to 13-50204) on
Feb. 1, 2013, in Reno, Nevada. Nevada Bankruptcy Judge Bruce A.
Markell on Feb. 5, 2013, entered an order transferring the
bankruptcy case from Reno to Las Vegas (Lead Case No. 13-bk-
10865).

America West disclosed assets of $18.3 million and liabilities of
$35.5 million as of Dec. 31, 2012.

America West has tapped the law firm of Flaster/Greenberg P.C. as
reorganization counsel; the Law Office of Illyssa I. Fogel as
bankruptcy counsel; and consulting firm CFCC Partners, LLC, as
financial advisor.


ANACOR PHARMA: Incurs $15.1-Mil. Net Loss in 1st Quarter
--------------------------------------------------------
Anacor Pharmaceuticals, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $15.1 million on $1.7 million of
revenues for the three months ended March 31, 2013, compared with
a net loss of $14.3 million on $2.4 million of revenues for the
same period last year.

The Company's balance sheet at March 31, 2013, showed
$37.4 million in total assets, $45.4 million in total liabilities,
and a stockholders' deficit of $8.0 million.

"Since inception, the Company has generated an accumulated deficit
as of March 31, 2013, of approximately $230.3 million, and will
require substantial additional capital to fund research and
development activities, including clinical trials for its
development programs and preclinical activities for its product
candidates."

As reported in the TCR on March 2, 2013, Ernst & Young LLP, in
Redwood City, California, expressed substantial doubt about
Anacor's ability to continue as a going concern, citing the
Company's recurring losses from operations and its need for
additional capital.

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

Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform.  Anacor has discovered eight compounds
that are currently in development.  Its two lead product
candidates are topically administered dermatologic compounds-
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.


APPLETON PAPERS: Changes Name to "Appvion, Inc."
------------------------------------------------
Appleton Papers has changed its name to Appvion, Inc.  The new
name reflects the company's heritage of innovation in applying
chemistry to paper and microencapsulation as a means to create
value for its customers.

Commenting on the name change, Appvion's chairman, president and
chief executive officer, Mark Richards, said, "Charles Boyd
founded our company 106 years ago today with the belief that he
could add value to paper by applying coatings to it.  Since then,
company employees have used their ingenuity and ability to adapt
their expertise to new opportunities to prove that Mr. Boyd's idea
was sound, profitable and enduring.

"Our company's success has been based on using applied chemistry
to increase the performance of paper.  More recently our expertise
in microencapsulation has enabled us to partner with companies
like Procter & Gamble to enhance the performance and value of a
growing range of consumer and industrial products."

Richards added that while producing thermal, carbonless, security
and other specialty coated papers will continue to be an important
part of the Company's product offering, adopting the name Appvion
reflects the company's entry into diverse new markets and makes it
clear that paper won't be the only component of the Company's
future success.

"We are proud of our company's heritage and our deep roots in the
Appleton community," Richards said.  "We believe our new name
appropriately reflects the strengths on which our company was
built and the diversification and growth we expect to achieve in
the future."

On Dec. 5, 2012, the Board unanimously recommended to the
Company's stockholder the change of its name.  Paperweight
Development Corp., the sole stockholder of the Company, then
authorized the name change.  The name change amendment was filed
with the Secretary of State of Delaware and became effective on
May 9, 2013.

                        About Appvion, Inc.

Appleton, Wisconsin-based Appvion creates product solutions
through its development and use of coating formulations, coating
applications and Encapsys(R) microencapsulation technology.  The
Company produces thermal, carbonless and security papers and
Encapsys products.  Appvion has manufacturing operations in
Wisconsin, Ohio and Pennsylvania, employs approximately 1,700
people and is 100 percent employee-owned.  For more information,
visit http://www.appvion.com/

The Company's balance sheet at Sept. 30, 2012, showed
$554.97 million in total assets, $865.48 million in total
liabilities, and a $310.51 million total deficit.  For the nine
months ended Sept. 30, 2012, the Company reported a net loss of
$115.64 million on $644.27 million of net sales, in comparison
with net income of $9.54 million on $651.70 million of net sales
for the nine months ended Oct. 2, 2011.

                           *     *     *

Appleton Papers carries a 'B' corporate credit rating, with stable
outlook, from Standard & Poor's.  IT has a 'B2/LD' probability of
default rating from Moody's.


APOLLO MEDICAL: Net Revenues Hiked 52.2% to $7.8MM in Fiscal 2013
-----------------------------------------------------------------
Apollo Medical Holdings, Inc., reported a net loss of
$8.90 million on $7.77 million of net revenues for the year ended
Jan. 31, 2013, as compared with a net loss of $720,346 on $5.11
million of net revenues for the year ended Jan. 31, 2012.

The Company's balance sheet at Jan. 31, 2013, showed $3.22 million
in total assets, $3.61 million in total liabilities and a $391,379
total stockholders' deficit.

Commenting on the yearend results, ApolloMed CEO Warren
Hosseinion, M.D. stated, "On reflection, fiscal 2013 was a very
rewarding year for us - a year in which we made vital progress on
the expansion of our three core business units; saw material
growth in the number of hospitals, physicians and patients we now
serve; and gained meaningful traction with our market penetration
efforts in Southern and Central California.  Moreover, we are very
proud of our many notable accomplishments in the last year that
helped us close fiscal 2013 on a $10+ million revenue run rate,
which firmly positions us to deliver yet another record year in
2014.  Practicing strict expense discipline and aggressively
ramping sales are among are chief priorities in the current fiscal
year and are goals that we believe we are well poised to achieve."

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

                        http://is.gd/48pC1P

                       About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern qualification on the consolidated financial
statements for the fiscal year ended Jan. 31, 2013.  The
independent auditors noted that the Company had a loss from
operations of $2,078,487 for the year ended Jan. 31, 2013, and had
an accumulated deficit of $11,022,272 as of Jan. 31, 2013.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


ARCAPITA BANK: Fortress Objects to Replacement Loan From Goldman
----------------------------------------------------------------
Fortress Credit Corp., an affiliate of the investment agent under
the existing senior secured superpriority debtor-in-possession
Murabaha facility objects to the motion of Arcapita Bank
B.S.C.(c), et al., for the entry of an order authorizing the
Debtors to enter into a financing commitment letter and related
letter to obtain replacement DIP financing and exit financing from
Goldman Sachs International.

According to Fortress, its April 29, 2013 proposal for an exit
facility commitment letter and term sheet is "objectively more
favorable" to the Debtors in nearly every respect than the terms
of the GSI proposal.  In addition, Fortress says it has improved
its exit proposal by reducing the payment-in-kind pricing
component by an additional 0.5%, such that aggregate pricing is
now 10.5% (compared to 11.25% under the GSI proposal).

After communicating its confusion regarding the selection of GSI's
proposal and its concerns regarding process, Fortress received
assurances from both the Debtors and the Official Committee of
Unsecured Creditors that at the hearing on the motion they will
seek approval of the best exit facility proposal, whether that
proposal comes from Fortress or GSI.

The revised Fortress commitment letter and term sheet is available
at http://bankrupt.com/misc/arcapita.doc1087.pdf

As the result of a settlement, creditors are voting on Arcapita's
reorganization plan in advance of a June 11 confirmation hearing.
The official creditors' committee supports Arcapita's plan.  The
existing bankruptcy loan, with Fortress as an agent, will mature
on June 14, before the plan can be implemented.

There will be a hearing May 15 in U.S. Bankruptcy Court in
Manhattan to approve a loan-commitment agreement with Goldman
Sachs.

                        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: Incurs $948,000 Net Loss in First Quarter
------------------------------------------------------
Aspen Group, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $948,871 on $892,334 of revenues for the three months ended
March 31, 2013, as compared with a net loss of $1.78 million on
$546,778 of revenues for the three months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed
$3.19 million in total assets, $2.70 million in total liabilities,
and $490,101 in total stockholders' equity.

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

                        http://is.gd/4Jj8Tq

                         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.

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.


AURA MINERALS: In Talks with Lenders to Obtain Covenant Waiver
--------------------------------------------------------------
Aura Minerals Inc. on May 13 disclosed that the Company was not in
compliance with its revolving credit facility's financial covenant
at March 31, 2013 and is in negotiations with its Lenders to
obtain a waiver or a forbearance.

                            Revenues

The Company reported financial and operating results for the first
quarter of 2013.

Revenue for the three months ended March 31, 2013 and 2012 was
$88,585,000 and $75,596,000, respectively.  The Company's revenue
for the first quarter 2013 is comprised of sales of gold from the
Company's gold mines of $78,541,000 and copper concentrate sales
from Aranzazu of $10,044,000 compared to $61,618,000 from the gold
mines and $13,978,000 from Aranzazu for the first quarter of 2012.

Revenues for the three months ended March 31, 2013 increased 17%
compared to the three months ended March 31, 2012.  The increase
in revenues resulted from a 27% increase in gold sales partially
offset by a 28% decrease in copper concentrate sales

A copy of Aura Minerals' earnings release is available for free at
http://is.gd/urso7C

Headquartered in Toronto, Aura Minerals --
http://www.auraminerals.com/-- is a Canadian mid-tier gold and
copper production company focused on the development and operation
of gold and base metal projects in the Americas.  The Company's
producing assets include the San Andres gold mine in Honduras, the
Sao Francisco and Sao Vicente gold mines in Brazil and the copper-
gold- silver Aranzazu mine in Mexico.  The Company's core
development asset is the copper-gold-iron Serrote project in
Brazil.  Activities to date on the Serrote project include
detailed negotiations for debt and equity financing, a
geotechnical drill program, the engineering has been awarded and
the Company has commenced advancing with early procurement.


BG MEDICINE: Incurs $5.4 Million Net Loss in First Quarter
----------------------------------------------------------
BG Medicine, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.41 million on $888,000 of total revenues for the three
months ended March 31, 2013, as compared with a net loss of
$7.66 million on $480,000 of total revenues for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed
$23.49 million in total assets, $15.11 million in total
liabilities, and $8.37 million in total stockholders' equity.

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

                       http://is.gd/reaGVe

                    Appoints CEO and President

BG Medicine has appointed Paul Sohmer, M.D., as its president and
chief executive officer and a member of its Board of Directors,
effective immediately.  Dr. Sohmer, who brings more than 25 years
of experience leading the growth of commercial-stage companies
focused on diagnostics, laboratory services, and medical devices,
replaces Eric Bouvier as CEO.

"Paul Sohmer has a strong track record of building commercially
successful diagnostic companies and we are excited to have him
lead BG Medicine at this critical time," said Stephane Bancel,
Executive Chairman of BG Medicine.  "With two innovative
diagnostic tests that aim to meet important needs in
cardiovascular care and a sharpened focus on execution, we believe
the pieces are in place to accelerate our commercial growth and
deliver strong results for our shareholders."

Dr. Sohmer has led multiple high-growth companies in the areas of
in vitro diagnostics and hospital-based and esoteric reference
laboratory services.  He served most recently as president and CEO
of Viracor-IBT Laboratories, Inc., a diagnostic and research
laboratory specializing in allergy, immunology and infectious
disease testing.  Previously, Sohmer was CEO of Orthocon, Inc., a
developer, manufacturer and marketer of implantable medical
products; and before that, served as interim CEO of Cylex, Inc.
and CEO of Pathway Diagnostics Ltd.  He was president and CEO of
publicly traded Neuromedical Systems, Inc., before its acquisition
by TriPath Imaging, Inc., and was TriPath?s chairman, president
and CEO before its acquisition by Becton, Dickinson and Company.
Earlier in his career, Dr. Sohmer served as president and CEO of
Genetrix, Inc., a genetic testing lab that was acquired by Genzyme
Corporation.  Dr. Sohmer holds a B.A. from Northwestern University
and an M.D. from the Chicago Medical School.

"I am thrilled to be asked to lead BG Medicine, which is poised to
bring major improvements to the quality and delivery of
cardiovascular care through its innovative diagnostic tests for
heart failure, and for the prediction of major cardiovascular
events," Dr. Sohmer said.  "The clinical case for widespread
galectin-3 testing in heart failure continues to grow stronger;
especially given the role it can play as part of a comprehensive
strategy to reduce unplanned hospital readmissions for heart
failure patients.  CardioSCORE, which is now available in the EU,
is expected to play an important role in identifying patients at
high risk of a near-term cardiovascular events.  Our challenge now
is to unlock the clinical and commercial potential of the
company's innovative diagnostic tests.  Going forward we will work
to enhance and leverage our assets to create a commercial engine
that will allow us to grow and drive our margin."

"The Board would like to thank Eric Bouvier for his leadership and
for the role he played in helping to transform the company from an
R&D-focused organization to a commercial one," Bancel said.  "We
are in a great position to execute on the opportunities ahead of
us, and we look forward to working with Paul and the team to drive
the long-term success of the business."

BG Medicine granted a stock option to Paul Sohmer, M.D., the
company's newly appointed President and Chief Executive Officer,
on May 10, 2013.  The stock option was granted as an inducement
material to Dr. Sohmer's acceptance of employment with the company
in accordance with NASDAQ Listing Rule 5635(c)(4), which, under
these circumstances, provides an exception to the stockholder
approval requirements and allows for the grant of this stock
option to be made outside the company's stockholder-approved
equity plans.

The inducement stock option was approved by the company's Board of
Directors, which is comprised of a majority of independent
directors.  The inducement stock option entitles Dr. Sohmer to
purchase 460,480 shares of the company's common stock, at an
exercise price of $1.67, which was the closing price of the
company's common stock on the grant date of the stock option.  The
stock option has a ten-year term and vests as to 25 percent on May
8, 2014 and as to the remaining 75 percent in equal installments
on a quarterly basis during the three-year period following May 8,
2014, provided that Dr. Sohmer is employed by the company on each
such vesting date.  The stock option will become fully vested in
the event of a change of control.

                         About BG Medicine

Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs.  The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure.  The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.

BG Medicine reported a net loss of $23.8 million in 2012, compared
with a net loss of $17.6 million in 2011.

"We expect to incur further losses in the commercialization of our
cardiovascular diagnostic test and the operations of our business
and have been dependent on funding our operations through the
issuance and sale of equity securities.  These circumstances may
raise substantial doubt about our ability to continue as a going
concern," according to the Company's annual report for the period
ended Dec. 31, 2012.


BIOZONE PHARMACEUTICALS: Incurs $1.5 Million Net Loss in Q1
-----------------------------------------------------------
Biozone Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.47 million on $2.02 million of sales for the three
months ended March 31, 2013, as compared with a net loss of $3.64
million on $3.51 million of sales for the same period during the
prior year.

The Company's balance sheet at March 31, 2013, showed
$7.11 million in total assets, $12.16 million in total
liabilities, and a $5.05 million total shareholders' deficiency.

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

                        http://is.gd/uGTSK3

                   About Biozone Pharmaceuticals

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

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

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

Biozone incurred a net loss of $7.96 million in 2012, as compared
with a net loss of $5.45 million in 2011.

Paritz and Company. P.A., in Hackensack, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred operating losses for
its last two fiscal years, has a working capital deficiency of
$5,255,220, and an accumulated deficit of $14,128,079.  These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.


BLUE SUGARS: Sugarcane Ethanol Plant Files Ch. 7 in Reno
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Blue Sugars Corp., a producer of ethanol from
sugarcane bagasse, didn't even attempt reorganizing.  The Rapid
City, South Dakota-based company filed for Chapter 7 liquidation
(Bankr. D. Nev. Case No. 13-bk-50937) on May 10 in Reno, Nevada.
Bagasse is the fibrous material remaining after sugarcane is
crushed to extract juice.  The petition listed assets for less
than $10 million and debt exceeding $10 million.  The company
previously was called KL Energy Corp.


BON-TON STORES: Moody's Rates Proposed $300MM Sr. Notes 'Caa1'
--------------------------------------------------------------
Moody's Investors Service upgraded The Bon-Ton Stores, Inc.'s
Corporate Family Rating to B3 from Caa1 and its Probability of
Default Rating to B3-PD from Caa1-PD. Moody's also assigned a Caa1
rating to the company's proposed $300 million senior secured notes
due 2021. The rating outlook is stable.

The company announced that it plans to offer $300 million of new
senior secured notes due 2021. Proceeds are expected to be used to
tender for substantially all of its 10 1/4% Senior Notes due 2014,
to tender for approximately $223 million aggregate principal
amount of its outstanding 10 5/8% Second Lien Senior Secured Notes
due 2017 and to pay related fees and expenses.

The following ratings were upgraded:

Corporate Family Rating to B3 from Caa1

Probability of Default Rating to B3-PD from Caa1-PD

$69 million senior unsecured notes due 2014 to Caa2 (LGD 5, 88%)
from Caa3 (LGD 5, 85%)

The following rating was assigned:

$300 million second lien senior secured notes due 2021 at Caa1
(LGD 4, 60%)

The following rating was affirmed and LGD assessment amended:

$330 million second lien senior secured notes due 2017 at Caa1
(LGD 4, 60% from LGD 4, 58%)

Ratings Rationale:

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013" said Moody's Vice
President Scott Tuhy. He added "At the same time, Bon-Ton has
repaid higher coupon interest bearing debt which has resulted in
positive trends in reducing its interest costs, and this
transaction is expected to result in additional interest savings
for the company". The company's initiatives to bring greater focus
to its merchandising strategies and to better manage its
promotions should enable Bon-Ton to stabilize sales and make
further progress improving gross margins. As a result of the
foregoing, Moody's expects the company will generate a sustained
improvement in interest coverage which supports the higher
Corporate Family Rating.

Bon-Ton's B3 Corporate Family Rating reflects the company's modest
scale in the US Department Store sector with revenue near $3
billion, its still low (though improving) operating margins as
well as its inconsistent performance. The B3 rating also reflects
the company's still modest level of interest coverage with
EBITA/interest expense around 1.2 times (based on Moody's
expectations that the company's interest costs in 2013 will trend
toward the low $70 million range) and high leverage with
debt/EBITDA of 6.4 times as of its most recent fiscal year end.
Bon-Ton's ratings reflect the company's good overall liquidity
position, with limited near term debt maturities, expected
positive free cash flow as well as its access to a $675 million
asset based credit facility which has significant available
capacity.

The rating outlook is stable. Moody's expects Bon-Ton will be able
to stabilize sales levels while also gaining benefits from
improved merchandising and promotional strategies that should
enable it to improve gross margins from recent low levels.

Ratings could be upgraded if the company can demonstrate
consistent positive same store sales growth, which would evidence
that the company's merchandising strategies are resonating with
consumers, and reported operating margins approached 4%,
indicating that its gross margins are recovering toward historical
levels. Quantitatively, ratings could be upgraded if debt/EBITDA
was below 5.5 times and EBITA/interest coverage was above 1.75
times while maintaining a good overall liquidity position.

Ratings could be downgraded if the company were to see a sustained
reversal of recent positive trends in same store sales, or if
operating margins were to fall below 2%. Quantitatively ratings
could be lowered if interest coverage fell below 1 times or
debt/EBITDA exceeded 7 times. Ratings could be lowered if the
company's currently good liquidity profile were to erode.

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 York, Pennsylvania and Milwaukee, Wisconsin, The
Bon-Ton Stores Corporation operates 272 stores in 24 Northeastern,
Midwestern and upper Great Plains states under the Bon-Ton,
Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and
Younkers nameplates. LTM revenues are approximately $3 billion.


BUFFALO PARK: Section 341(a) Meeting Scheduled on June 11
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of Buffalo Park
Development Properties, Inc., will be held on June 11, 2013, at
2:00 p.m. at US Trustee Room C.

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.

Buffalo Park Development Properties, Inc., filed a Chapter 11
petition (Bankr. D. Colo. Case No. 13-17669) on May 7, 2013.
Ronald P. Lewis signed the petition as owner and CEO.  The Debtor
disclosed $20,777,601 assets and $11,294,567 liabilities in its
schedules.  Robert Padjen, Esq., at Laufer and Padjen LLC serves
as the Debtor's counsel. Judge Elizabeth E. Brown presides over
the case.


BUILDERS FIRSTSOURCE: Offering of $350MM of Sr. Secured Notes
-------------------------------------------------------------
Builders FirstSource, Inc., intends to offer, in a private
offering subject to market and other conditions, $350 million
aggregate principal amount of senior secured notes due 2021.
Obligations under the Notes will initially be guaranteed by all of
the Company's operating subsidiaries and certain of its non-
operating subsidiaries.

In connection with the offering, the company intends to enter into
a new senior secured ABL revolving credit facility.  That facility
is expected to provide for revolving credit borrowings of up to
$175 million and is expected to be undrawn at closing.  The
Company intends to use the net proceeds from the offering,
together with cash on hand, to (i) redeem its $139.7 million
aggregate principal amount of second priority senior secured
floating rate notes due 2016 at par plus accrued and unpaid
interest thereon to the redemption date, (ii) repay in full $225
million in term loan borrowings outstanding under its existing
credit facility plus a prepayment premium of approximately $39.1
million and accrued and unpaid interest and terminate its existing
credit facility and (iii) pay fees and expenses in connection
therewith.

Builders FirstSource elected to provide selected preliminary
financial data for the month ended April 30, 2013.  The Company
estimates its April 2013 sales will be between $130 million and
$135 million, as compared to approximately $85 million in April
2012, and April 2013 Adjusted EBITDA will be between $4 million
and $5 million, as compared to an estimated $0.8 million in April
2012.  A copy of the Company's selected financial data is
available for free at http://is.gd/whkDWy

                     About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in nine states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders FirstSource reported a net loss of $56.85 million in
2012, a net loss of $64.99 million in 2011 and a $95.50 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$563.49 million in total assets, $526.43 million in total
liabilities and $37.06 million in total stockholders' equity.

                           *     *     *

In December 2012, Standard & Poor's Ratings Services revised its
outlook on Dallas-based Builders FirstSource Inc. to negative from
positive.

"At the same time, we affirmed our 'CCC' corporate credit rating
and affirmed our 'CC' issue rating on Builder FirstSource's $140
million second lien notes due 2016.  The recovery rating is '6',
which indicates our expectation for negligible (0% to 10%)
recovery in the event of a default," S&P said.


BUILDERS FIRSTSOURCE: Moody's Rates $350MM Secured Notes 'Caa2'
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 Corporate Family Rating
and Caa1-PD Probability of Default Rating to Builders FirstSource,
Inc., a manufacturer and supplier of structural and related
building products for homebuilders.

In a related rating action Moody's also assigned a Caa2 rating to
the company's proposed $350 million senior secured notes. Proceeds
from the notes issuance, in addition to $70 million of cash on
hand will be used to repay the company's existing senior secured
term loan due 2015 and senior secured floating rate notes due
2016. Moody's also assigned a speculative grade liquidity
assessment of SGL-3. The rating outlook is stable.

The following ratings will be affected by this action:

Corporate Family Rating assigned Caa1;

Probability of Default Rating assigned Caa1-PD;

Senior Secured Notes due 2021 assigned Caa2 (LGD4, 67%);

Speculative Grade Liquidity assessment of SGL-3 assigned.

Ratings Rationale:

BFS' Caa1 Corporate Family Rating primarily reflects the company's
highly leveraged capital structure, with pro forma adjusted debt-
to-EBITDA in excess of 15 times, as of March 31, 2013. The
proposed transaction will result in a $15 million reduction in
balance sheet debt, but leverage will remain elevated over the
next 12 to 18 months. Despite expectations for some improvement in
operating performance as the company benefits from the rebound in
new housing construction, the primary driver of its revenues,
Moody's believes BFS will have difficulty generating significant
operating margins and high levels of earnings relative to its debt
service requirements. Adjusted EBITA margins for the 12 months
through March 31, 2013 were 0.4%. Although interest expense will
fall by almost $16 million as a result of the proposed
refinancing, interest coverage -- measured as adjusted EBITA-to-
interest expense -- will likely remain below 1.0 times over
Moody's forecast horizon. Also, the company is vulnerable to
volatility in lumber prices, which have been rising steadily in
recent years. BFS has been able to offset this volatility to an
extent through price increases, but it may still experience short-
term earnings volatility, as price increases often lag increases
in raw materials costs. However, Moody's projections incorporate
expectations that BFS will benefit from cost reduction initiatives
and the ongoing rebound in single family starts.

The SGL-3 speculative grade liquidity assessment reflects BFS'
adequate liquidity profile, limited by the company's inability to
generate free cash flow. Moody's projects that BFS will not
generate free cash flow over the next 12 months, as it invests in
working capital and increases capital expenditures to meet higher
levels of demand. However, pro forma cash on hand of about $50
million as of March 31, 2013, and significant revolver
availability of nearly $140 million (net of outstanding letters of
credit and the current minimum liquidity requirement) should be
sufficient to meet any near-term operating cash shortfalls. The
assessment also considers the lack of near-term maturities.

The stable rating outlook incorporates Moody's view that BFS'
operating performance will improve as the demand from the US
residential construction sector remains strong and that the
company has sufficient revolver availability to address short-term
operating cash shortfalls.

The Caa2 rating assigned to the senior secured notes due 2021, one
notch below the corporate family rating, results from downward
rating pressures arising from the company's large senior secured
bank facility, which will have a much higher recovery rate than
the notes' recovery rate in a distressed scenario. Also, the notes
do not benefit from loss absorption by more subordinated debt in
the capital structure. The notes will be secured by a first lien
on all assets and property of BFS, excluding any assets securing
borrowings under the revolver. It will also have a second lien on
the assets pledged to the revolver. The notes are also guaranteed
by substantially all of BFS' direct and indirect domestic
subsidiaries.

Positive rating actions could be taken when BFS demonstrates the
ability to consistently generate positive operating profits and
strong, sustained free cash flow. EBITA-to-interest sustained
above 1.0 times and trending toward 1.25 times, debt-to-EBITDA
sustained below 7.0 times and an improved liquidity profile could
all have positive implications for the company's ratings (all
ratios incorporate Moody's standard accounting adjustments).

Negative rating actions could occur if BFS continues to generate
operating losses or if operating performance fails to meet Moody's
expectations. Ratings could also come under pressure if the
rebound in US homebuilding stalls and causes financial performance
to deteriorate. EBITA-to-interest expense remaining below 0.75
times, debt-to-EBITDA sustained above 7.5 times or a weakening in
the company's liquidity could potentially result in a downgrade
(all ratios include Moody's standard adjustments).

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

Builders FirstSource, Inc., headquartered in Dallas, Texas,
manufactures and supplies structural and related building products
to homebuilders for primarily the domestic residential new
construction sector. Its products include prefabricated
components, windows and exterior doors, lumber and lumber sheet
goods, millwork products, and other building products and
services. JLL Partners and Warburg Pincus through their respective
affiliates own approximately 50% of BFS. Revenues for the 12
months ended March 31, 2013 totaled approximately $1.2 billion.


BUILDERS FIRSTSOURCE: S&P Raises CCR to 'B'; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services Inc. said it raised its
corporate credit rating on Dallas-based Builders FirstSource to
'B' from 'CCC'.  The outlook is stable.  At the same time, S&P
assigned its 'B-' issue-level rating to the company's proposed
$350 million senior secured notes due 2021.  The '5' recovery
rating indicates S&P's expectation for modest (10% to 30%)
recovery in the event of a payment default.

"The upgrade acknowledges U.S.-based building materials
manufacturer and distributor Builders FirstSource Inc.'s 'strong'
liquidity based on the company's proposed recapitalization," said
Standard & Poor's credit analyst James Fielding.

The recapitalization includes new $350 million senior secured
notes due 2021 and a new $175 million asset-based loan (ABL)
revolving credit facility that matures in 2018.  The company will
use proceeds from the proposed notes plus cash on hand to repay
all of the company's currently outstanding debt.  This debt had
nearer-term 2015 and 2016 maturities.  The upgrade also reflects
S&P's anticipation for further improvement in sales as the housing
recovery gains momentum.

The stable outlook reflects S&P's view that the proposed
recapitalization will provide Builders FirstSource with sufficient
liquidity to fund additional inventory and other working capital
needs in a healthier new home construction environment.
Specifically, S&P expects single-family housing starts to jump 25%
in 2013 and 30% in 2014, reaching about 890,000 units next year.
Under this scenario, S&P believes the company's EBITDA will climb
to $75 million to $90 million, with leverage at or below 5x.

S&P could raise its rating again in the next 12 months if EBITDA
grows faster than it expects and leverage drops and is sustained
closer to 4x.  This could occur if Builders FirstSource
meaningfully increases its market share so that top line growth
exceeds S&P's expectation for growth in housing starts, or if
gross margins were to improve more quickly because the company is
able to raise prices more than S&P currently anticipates.

A downgrade is less likely, given S&P's favorable outlook for U.S.
residential construction.  However, one could occur if S&P thought
leverage was going to remain above 5x.  This could occur if
management adopted more aggressive financial policies such as
leveraged share repurchases.  S&P do not ascribe a high likelihood
to this scenario.

Builders FirstSource is a leading manufacturer and supplier of
products for ew home construction.


CARDICA INC: Incurs $3.9-Mil. Net Loss in Third Quarter
-------------------------------------------------------
Cardica, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $3.9 million on $868,000 of revenue for the three
months ended March 31, 2013, compared with a net loss of
$3.7 million on $953,000 of revenue for the three months ended
March 31, 2012.

The Company reported a net loss of $12.3 million on $2.6 million
of revenue for the nine months ended March 31, 2013, compared with
a net loss of $10.0 million on $2.7 million of revenue for the
nine months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed
$22.3 million in total assets, $7.6 million in total liabilities,
and stockholders' equity of $14.7 million.

As reported in the TCR on Oct. 3, 2012, Ernst & Young LLP, in
Redwood City, California, expressed substantial doubt about
Cardica's ability to continue as a going concern.  The independent
auditors noted that of the Company's working capital and recurring
losses from operations.

A copy of the Form 10-Q is available at http://is.gd/9Bodpi

Redwood City, Calif.-based Cardica, Inc., designs and manufactures
proprietary anastomotic systems used by cardiac surgeons to
perform coronary bypass surgery.  The Company has expanded its
business by including the development of an endoscopic microcutter
product line intended for use by thoracic, bariatric, colorectal,
pediatric and general surgeons.


CASH STORE: To Restate Financials Amid Settlement Problem
---------------------------------------------------------
Cash Store Financial Services Inc. on May 13 disclosed that it
will restate the previously issued consolidated financial
statements for the years ended September 30, 2012; September 30,
2011 and the fifteen month period ended September 30, 2010.  The
Company will also restate the December 31, 2011; March 31, 2012;
June 30, 2012 and December 31, 2012 unaudited interim consolidated
financial statements.

As disclosed by the Company on May 8, 2013, the release of the
financial statements for the three and six month periods ended
March 31, 2013 was delayed due to a recently identified increase
to the British Columbia class action lawsuit settlement accrual
which resulted in an increase in expense of $8.2 million.  The
Company has since determined that the adjustment was caused by a
misunderstanding of the settlement terms and conditions which
resulted in the application of the incorrect accounting principle
to report the liability as at September 30, 2010.  The correction
of this error is not related to the Special Investigation
initiated by the Special Committee of the Board.

The correction of the error effective from September 30, 2010 will
result in the maximum exposure of $18.8 million being expensed.
The maximum amount of the potential liability was first disclosed
in the notes to the financial statements in March 2010, and
disclosed thereafter in the annual and quarterly financial
statements.  The maximum potential exposure consists of
approximately $6.2 million in cash, which was paid to the
Settlement Administrator in 2011, approximately $6.2 million in
credit vouchers, and $6.4 million in legal fees, which was paid to
the plaintiff's counsel in 2010.  After cash and credit vouchers
have been disbursed by the Settlement Administrator, the remaining
accrual for unclaimed credit vouchers as of March 31, 2013 is
approximately $5.3 million.  The Company will revise its accrual
for unclaimed cash and vouchers to the extent that the applicable
de-recognition criteria have been met which is expected to occur
in late fiscal 2014.

The correction had no impact on total revenues, operating margin,
or cash position and had no impact on compliance with debt
covenants in any periods presented.

To address these matters, the Company expects to file amendments
to its previously issued financial statements and MD&A for the
years ended September 30, 2012; September 30, 2011; the fifteen-
month period ended September 30, 2010 as well as the December 31,
2011; March 31, 2012; June 30, 2012 and December 31, 2012 interim
periods. These financial statements and MD&A should not be relied
upon until such time as the Company files its restated financial
statements.

The decision to restate prior financial statements and MD&A based
on these matters was made by the Company's Board of Directors,
upon the recommendation of management and the Audit Committee.  In
connection with this matter, the Company has re-evaluated its
conclusions regarding the effectiveness of its internal control
over financial reporting for the affected periods and determined
that a material weakness existed.  As a result of the material
weakness, the Company has now concluded that such controls were
ineffective.  Accordingly, the Company will restate its
disclosures to include the identification of a material weakness
related to the restatements.

                    About Cash Store Financial

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

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

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

                          *     *     *

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

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


CENTRAL EUROPEAN: Delays First Quarter 2013 Form 10-Q
-----------------------------------------------------
Central European Distribution Corporation notified the U.S.
Securities and Exchange Commission that it will delayed in the
filing of its quarterly report on Form 10-Q for the period ended
March 31, 2013.

The senior management of the Company, following consultation with
the audit committee and the board of directors of the Company,
concluded that the Company will restate its consolidated financial
statements for the periods from and after Oct. 1, 2010, to correct
accounting errors resulting from a failure to properly account for
certain deferred tax assets and liabilities relating to the
acquisition of the Russian Alcohol Group in 2009.  As a result,
the Company's consolidated financial statements for the
Restatement Periods should no longer be relied upon.  The
restatement is not expected to have any impact on previously
reported operating income or cash flows reported for any of the
periods covered.

The restatement process has resulted in delays in reviewing and
finalizing the financial data to be included in the Company's
unaudited condensed consolidated financial statements for the
three months ended March 31, 2013, to be included in the Company's
quarterly report on Form 10-Q for the three months ended March 31,
2013.  The Company estimates that the aggregate effect of the
adjustments identified to date will result in a reduction of its
consolidated net income by approximately $21 million and $6
million for the years ended Dec. 31, 2010, and 2011, respectively.
The Company estimates that there will be no material effect of the
adjustment on the periods prior to Sept. 30, 2010.  The
adjustments are not expected to have any impact on previously
reported operating income or cash flows reported during the
Restatement Periods.

The Company is currently targeting late June 2013 for filing
amended reports relating to the Restatement Periods with the SEC
to reflect the restated financial statements.

                            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.


CEQUEL COMMS: Moody's Rates New $750MM Sr. Unsecured Bonds 'B3'
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
$750 million senior unsecured bonds of Cequel Communications
Holdings I, LLC. The company plans to use proceeds to fund the
call of its 8.625% senior unsecured bonds due 2017 (approximately
$713 million outstanding pro forma for the redemption of $400
million effective May 16).

The transaction extends maturities and Moody's expects it to lower
annual interest expense, which are modestly favorable to Cequel's
credit profile notwithstanding the call premium paid (estimated at
about $46 million). It represents no meaningful shift in the mix
of debt capital, and all other ratings, including the B1 corporate
family rating and the Ba2 rating on the secured bank debt of
Cequel Communications, LLC, are unchanged.

Cequel Communications Holdings I, LLC

Senior Unsecured Bonds, Assigned B3, LGD5, 81%

Senior Unsecured Bonds, B3, LGD adjusted to LGD5, 81% from LGD5,
78%

Cequel Communications, LLC

Senior Secured First Lien Bank Credit Facility, Ba2, LGD adjusted
to LGD2, 26% from LGD2, 22%

Ratings Rationale:

Moody's estimates Cequel's leverage at approximately 5.9 times
debt-to-EBITDA based on trailing twelve months EBITDA through
March 31 and pro forma for the proposed bond issuance and call as
well as the term loan issuance and redemption of bonds announced
in April. This leverage creates risk for a company in a capital
intensive, competitive industry, driving Cequel's B1 CFR. However,
Moody's expects leverage to decline over the next year as EBITDA
grows. Good liquidity, including expectations for increasing free
cash flow, also supports the rating. Notwithstanding the maturity
of the core video product, the relative stability of the
subscription business provides steady cash flow, and the high
quality of Cequel's network positions it well against escalating
competition. The company's penetration lags behind industry
averages, but its high speed data and phone growth is exceeding
most peers, which Moody's expects to continue as the company
benefits from its network investment. Moody's expects the new
owners to seek growth opportunities, which could improve asset
value, but absent opportunities for investment or acquisition,
sponsor distributions are likely and as such the sponsor ownership
weighs negatively on the credit profile.

The principal methodology used in this rating was Global Pay
Television - Cable and Direct-to-Home Satellite Operators
Methodology published in April 2013. 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 St. Louis, Missouri, and doing business as
Suddenlink Communications, Cequel Communications Holdings I, LLC
serves approximately 1.4 million residential and 79 thousand
commercial customers. The company provides digital TV, high-speed
Internet and telephone services to consumers and businesses and
generated revenues of approximately $2.1 billion of revenue for
the twelve months ended March 31. BC Partners, CPP Investment
Board and certain members of Cequel's executive management
acquired Cequel from Goldman Sachs, Quadrangle, and Oaktree in
November.


CEQUEL COMMUNICATIONS: S&P Assigns 'B-' Rating to $750MM Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating and '6' recovery rating to St. Louis, Mo.-based cable TV
system operator Cequel Communications Holdings I LLC's proposed
$750 million senior unsecured notes.  The '6' recovery rating
indicates S&P's expectation of negligible (0% to 10%) recovery
prospects in the event of a payment default.  The company will use
proceeds to redeem the remaining $713 million aggregate principal
amount of outstanding 8.625% senior notes due 2017.  Leverage, pro
forma for the refinancing, does not change from the 6.1x for the
12 months ended March 31, 2013.  S&P's 'B+' corporate credit
rating and stable outlook on Cequel remain unchanged.

The ratings on cable TV operator Cequel Communications Holdings I
LLC reflects mature revenue growth prospects for basic video
services, competitive pressure on the video customer base from
direct-to-home (DTH) satellite TV providers, the potential for
increased competition in high-speed data (HSD) and video services
from the local telephone companies, and a "highly leveraged"
financial profile (as defined in Standard & Poor's Ratings
Services' criteria).  Partly tempering these factors are the
company's position as the dominant provider of pay-TV services in
its markets and revenue growth opportunities from advanced video
services, HSD, and voice over Internet protocol (VoIP) telephony,
which collectively provide the company a "satisfactory" business
risk profile.

RATINGS LIST

Cequel Communications Holdings I LLC
Corporate Credit Rating                       B+/Stable/--

New Rating

Cequel Communications Holdings I LLC
Cequel Capital Corp.
Senior Unsecured
  $750M notes due 2021                         B-
   Recovery Rating                             6


COLDWATER PORTFOLIO: Hires Trigild as Property Manager
------------------------------------------------------
Coldwater Portfolio Partners LLC asks the U.S. Bankruptcy Court
for permission to employ Trigild Property Management LLC to
provide property management services for the properties owned by
the Debtor.

Kelley A. McLaren attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm, will among other things, provide these services:

(a) manage all of the Properties, their elements and systems at a
    standard not less than that of similar properties in the area
    in which each Property is located and at a standard acceptable
    to the Debtor and the Lenders;

(b) make available to the Debtor (or such subsequent owner) and
    the Lenders the advice, expertise and judgment of Trigild
    related to the management, operation, maintenance, repair and
    improvement of the Properties; and

(c) manage, maintain and operate the Properties.

The Debtor has agreed to pay Trigild, subject to approval by the
Court, the following compensation:

(a) a management fee equal to 9.5% of gross revenue from the
    Properties (subject to certain adjustments as provided for in
    the Management Agreement);

(b) a construction management fee equal to 6% of budgeted
    Construction costs;

(c) an accounting transition fee in an amount to be determined, if
    applicable;

(d) a lease administration fee equal to 1% of the gross lease
    amount for all new leases and all lease renews (provided that
    such amounts are not inconsistent with the cash collateral
    budgets approved in this case); and

(e) reimbursement of Trigild's reasonable out-of-pocket expenses
    incurred during its engagement, solely to the extent permitted
    by the Management Agreement or as expressly approved in
    writing by the Debtor.

              About Coldwater Portfolio

Coldwater Portfolio Partners LLC filed a voluntary Chapter 11
petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012.
CPP, a limited liability company organized under the laws of the
state of Delaware, was formed in January 2006 with the purpose of
owning and operating 38 commercial real estate properties.  The
majority of the properties are shadow retail centers located
adjacent to Wal-Mart Supercenters throughout the Midwest and
Southern States.  The Debtor has developed relationships with
nationwide retailers who operate local stores at the Shadow Retail
Centers, including Dollar Tree, Game Stop, Sally Beauty, and
Fashion Bug.  The Shadow Retail Centers are particularly
attractive commercial retail properties with business arising from
the Wal-Mart customer traffic.

Bankruptcy Judge Harry C. Dees, Jr., oversees the case.  Forrest
B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill &
Stelle LLC, serve as the Debtor's counsel.  Variant Capital
Advisors LLC provides investment banking services to the Debtor.
CPP estimated assets of $10 million to $50 million and debts of
$50 million to $100 million.

CPP is a subsidiary of CPP Holdings LLC.  Kenneth S. Klein,
manager of CPP, signed the Chapter 11 petition.  A related entity,
Coldwater Portfolio Partners II, LLC, owns and operates nine
shadow retail centers in the Midwest and Southern United States.
Klein Retail Centers, Inc. is the parent of Coldwater II.

Two Plans have been submitted in the case for Court approval. The
Debtor's Plan provides that the Debtor will reorganize with the
help of financing proposed by N3 retail Investors, LLC, as the
plan sponsor.  The Lenders' Plan provides for the orderly sale
or other disposition of the Debtor's Property and other assets,
the payment in full of all allowed administrative claims and
priority claims in the Chapter 11 case and guarantees that
unsecured trade creditors receive no less than a pro rata share of
$100,000.


CLAIRE'S STORES: Prices $320-Mil. 7.75% Senior Notes Due 2020
-------------------------------------------------------------
Claire's Stores, Inc., announced the sale of $320 million
aggregate principal amount of 7.75 percent senior notes due 2020.
The notes were priced at par.  Settlement is scheduled to occur on
May 14, 2013.

The Company intends to use the net proceeds of the offering to
redeem $312.5 million aggregate principal amount of its 9.25
percent senior notes due 2015 and its 9.625 percent/10.375 percent
senior toggle notes due 2015.

The notes are being offered only to "qualified institutional
buyers" in reliance on Rule 144A under the Securities Act of 1933,
as amended, and outside the United States only to non-U.S. persons
in reliance on Regulation S under the Securities Act.  The notes
have not been and will not be registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state securities laws.

                      About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

Claire's Stores disclosed net income of $1.28 million on $1.55
billion of net sales for the fiscal year ended Feb. 2, 2013, as
compared with net income of $11.63 million on $1.49 billion of net
sales for the fiscal year ended Jan. 28, 2012.  The Company's
balance sheet at Feb. 2, 2013, showed $2.79 billion in total
assets, $2.81 billion in total liabilities, and a $14.44 million
stockholders' deficit.

                         Bankruptcy Warning

The Company said the following statement in its annual report for
the fiscal year ended Feb. 2, 2013.

"If we are unable to generate sufficient cash flow and are
otherwise unable to obtain funds necessary to meet required
payments of principal, premium, if any, and interest on our
indebtedness, or if we otherwise fail to comply with the various
covenants, including financial and operating covenants in the
instruments governing our indebtedness, we could be in default
under the terms of the agreements governing such indebtedness.  In
the event of such default:

   * the holders of such indebtedness may be able to cause all of
     our available cash flow to be used to pay such indebtedness
     and, in any event, could elect to declare all the funds
     borrowed thereunder to be due and payable, together with
     accrued and unpaid interest;

   * the lenders under our Credit Facility could elect to
     terminate their commitments thereunder, cease making further
     loans and institute foreclosure proceedings against our
     assets; and

   * we could be forced into bankruptcy or liquidation," according
     to the Company's annual report for the fiscal year ended
     Feb. 2, 2013.

                           *     *     *

As reported by the TCR on Oct. 1, 2012, Moody's Investors Service
upgraded Claire's Stores, Inc.'s Corporate Family and Probability
of Default ratings to Caa1 from Caa2.  The upgrade of Claire's
Corporate Family Rating to Caa1 reflects its ability to address
its substantial term loan maturity in 2014 by refinancing it with
a $625 million add-on to its existing senior secured first lien
notes due 2019.

Claire's Stores, Inc., carries a 'B-' corporate credit rating from
Standard & Poor's Ratings Services.


COMMUNITY FIRST: Reports $203,000 Net Income in First Quarter
-------------------------------------------------------------
Community First, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $203,000 on $4.60 million of total interest income for the
three months ended March 31, 2013, as compared with net income of
$1.76 million on $6.28 million of total interest income for the
same period during the prior year.

The Company's balance sheet at March 31, 2013, showed
$501.33 million in total assets, $491.21 million in total
liabilities, and $10.11 million in total shareholders' equity.

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

                          http://is.gd/Z98nop

                         About Community First

Columbia, Tennessee-based Community First, Inc., is a registered
bank holding company under the Bank Holding Company Act of 1956,
as amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  An
application for the bank holding company was approved by the
Federal Reserve Bank of Atlanta (the "FRB") on Aug. 6, 2002.  The
Company was incorporated under the laws of the State of Tennessee
as a Tennessee corporation on April 9, 2002.

Community First disclosed net income of $3.04 million in 2012, as
compared with a net loss of $15.05 million in 2011.

"[T]he Company is subject to a written agreement with its primary
regulator, which among other things restricts the payment of
interest on subordinated debentures and outstanding preferred
stock.  The Company is in substantial compliance with this
agreement.  The Company's bank subsidiary, Community First Bank &
Trust (the "Bank"), is not in compliance with a regulatory
enforcement action issued by its primary federal regulator
requiring, among other things, a minimum Tier 1 Leverage capital
ratio of not less than 8.5%.  The Bank's Tier 1 Leverage capital
ratio was 6.46% at December 31, 2012.  Continued failure to comply
with the regulatory action may result in additional adverse
regulatory action," according to the Company's annual report for
the period ended Dec. 31, 2012.


COPYTELE INC: Haskell & White Replaces KPMG as Accountants
----------------------------------------------------------
The Board of Directors of CopyTele, Inc., approved changing the
Company's independent registered public accounting firm, effective
May 6, 2013.  KPMG LLP was the Company's former independent
registered public accounting firm.

KPMG's audit reports on the Company's consolidated financial
statements as of and for the years ended Oct. 31, 2012, and 2011
did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope, or
accounting principles, except as follows:

KPMG's report on the consolidated financial statements of the
Company as of and for the years ended Oct. 31, 2012, and 2011
contained a separate paragraph stating that the Company has
suffered recurring losses from operations, has negative working
capital, and has a shareholders' deficiency that raise substantial
doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described
in note 1.  The consolidated financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.

During the years ended Oct. 31, 2012, and 2011 and through the
subsequent interim period to May 6, 2013, there were no (1)
disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedures, which disagreements, if not resolved to the
satisfaction of KPMG, would have caused KPMG to make reference to
the subject matter of the disagreements in connection with its
reports, and (2) reportable events.

Concurrent with the decision to change the Company's independent
registered public accounting firm, the Board approved the
appointment of Haskell & White LLP as the Company's new
independent registered public accounting firm on May 6, 2013.

During the years ended Oct. 31, 2012, and 2011 and through the
date hereof, neither the Company nor anyone acting on its behalf
has consulted Haskell & White with respect to (i) the application
of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements, and neither a
written report nor oral advice was provided to the Company that
Haskell & White concluded was an important factor considered by
the Company in reaching a decision as to an accounting, auditing
or financial reporting issue; or (ii) any matter that was the
subject of a disagreement or a reportable event (each as defined
in Item 304(a)(1)(iv) and (v) of Regulation S-K.

                          About CopyTele

Melville, N.Y.-based CopyTele, Inc.'s principal operations include
the development, production and marketing of thin flat display
technologies, including low-voltage phosphor color displays and
low-power passive E-Paper(R) displays, and the development,
production and marketing of multi-functional encryption products
that provide information security for domestic and international
users over several communications media.

Copytele Inc. incurred a net loss of $4.25 million for the year
ended Oct. 31, 2012, compared with a net loss of $7.37 million
during the prior fiscal year.

KPMG LLP, in Melville, New York, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended Oct. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations,
has negative working capital, and has a shareholders' deficiency
that raise substantial doubt about its ability to continue as a
going concern.

The Company's balance sheet at Jan. 31, 2013, showed $7.52 million
in total assets, $8.84 million in total liabilities and a $1.32
million total shareholders' deficiency.


DELTA AIR: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on Atlanta-based Delta Air Lines Inc., including the corporate
credit rating to 'B+' from 'B'.  The outlook is stable.  S&P also
raised its issue ratings on rated debt by one notch.  The '1'
recovery rating (indicating S&P's expectation that lenders would
receive very high [90%-100%] recovery in a payment default
scenario) on Delta's $2.6 billion credit facilities secured by
Atlantic routes and other assets, and the '2' recovery rating
(indicating S&P's expectation for substantial [70% to 90%]
recovery) on its $1.9 billion credit facilities secured by Pacific
routes remain unchanged.

"The upgrade is based on Delta's gradually improving financial
profile, which we now assess as "aggressive," rather than "highly
leveraged," as defined under our criteria.  "The company has
generated free cash flow over the past several years because of
healthy earnings and moderate capital spending, and we expect this
trend to continue," said Standard & Poor's credit analyst Philip
Baggaley.  Delta has also paid down about $5 billion of debt since
2009, although the benefits of this have been largely offset by an
increase in reported pension liabilities due to declining discount
rates during that period.  The reported pension deficit plus
retiree medical liability total about $16 billion, and we add a
tax-effected $10.3 billion to our adjusted debt ($32 billion,
including balance sheet debt, leases, and retiree obligations).
Still, Delta has a long period to address these claims (until 2024
because the airline "froze" its pensions and is taking advantage
of a special provision under the Pension Protection Act), and
eventual likely rising interest rates may diminish the liability
somewhat," S&P said.

"On May 8, 2013, Delta announced a capital allocation plan that
sets a new net debt (including capitalized leases but not retiree
obligations) of $7 billion, which is $3 billion lower than its
previous target and about $5 billion below current levels.  The
company also said that it would fund its pensions by up to
$1 billion in excess of required amounts. Delta announced a
dividend, which will pay out $200 million annually, and a share
buyback authorization for $500 million over the next three years.
While we view shareholder rewards as generally a risky step for
airlines, we believe that rising operating cash flow, continued
balance sheet debt reduction, and moderate capital spending of
$2 billion to $2.5 billion should enable Delta to keep improving
its credit measures, including reaching funds flow to debt of 13%-
15% over the next two years," S&P added.  This is based on S&P's
base-case scenario that includes the following assumptions:

   -- U.S. real GDP growth of 2.7% this year and 3.1% next year

   -- Little or no growth of Delta's passenger revenue per
      available seat mile

   -- Crude oil at about $91 per barrel (West Texas Intermediate)
      this year and $88 next year

   -- Non-fuel operating cost per available seat mile that grows
      more than 4% this year (mostly in the first half) but then
      slows to less than half that next year

   -- Capital spending of $2.5 billion to $3 billion annually
      (which includes new leased B717 and other aircraft)

S&P expects Delta to generate continued solid earnings and cash
flow, with gradually improving credit measures (including funds
from operations to debt in the mid-teens percent area the next two
years), despite recently announced shareholder rewards.

S&P do not expect to raise its ratings on Delta over the next
year, but it could do so if debt reduction and rising cash flow
result in funds from operations to debt in the high-teens percent
area.  Alternatively, S&P could raise the rating if it reassess
its view of Delta's business risk profile, based on consistent and
healthy margins, to "fair" from the current "weak" assessment.

S&P do not expect to lower its ratings on Delta over the next
year, but it could do so if adverse industry conditions, such as
renewed recession or a prolonged fuel price spike, depress Delta's
funds flow to debt to about 10% and S&P expects it to remain
there.


DIALOGIC INC: To Issue Add'l 1 Million Shares Under 2006 Plan
-------------------------------------------------------------
Based upon on the recommendation of the Compensation Committee,
the Board of Directors of Dialogic Inc. approved an amendment to
the Amended and Restated 2006 Equity Incentive Plan to reserve an
additional 1,000,000 shares of the Company's common stock for
issuance under the Plan to be used exclusively for awards that do
not qualify as performance-based compensation under Section 162(m)
of the Internal Revenue Code of 1986, as amended, and that do not
qualify as incentive stock options under Section 422 of the Code.
The amendment is not subject to stockholder approval.

A complete copy of the amended Plan is available for free at:

                        http://is.gd/pQRUuZ

                           About Dialogic

Milpitas, Cal.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

Dialogic disclosed a net loss of $37.77 million in 2012, as
compared with a net loss of $54.81 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $123.38 million in total
assets, $141.22 million in total liabilities and a $17.84 million
total stockholders' deficit.

                        Bankruptcy Warning

"If future covenant or other defaults occur under the Term Loan
Agreement or under the Revolving Credit Agreement (the "Revolving
Credit Agreement") with Wells Fargo Foothill Canada ULC (the
"Revolving Credit Lender"), the Company does not anticipate having
sufficient cash and cash equivalents to repay the debt under these
agreements should it be accelerated and would be forced to
restructure these agreements and/or seek alternative sources of
financing.  There can be no assurances that restructuring of the
debt or alternative financing will be available on acceptable
terms or at all.  In the event of an acceleration of the Company's
obligations under the Revolving Credit Agreement or Term Loan
Agreement and the Company's failure to pay the amounts that would
then become due, the Revolving Credit Lender and Term Loan Lenders
could seek to foreclose on the Company's assets, as a result of
which the Company would likely need to seek protection under the
provisions of the U.S. Bankruptcy Code and/or its affiliates might
be required to seek protection under the provisions of applicable
bankruptcy codes," according to the Company's annual report for
the period ended Dec. 31, 2012.


EAGLE RECYCLING: Hires CohnReznick as Financial Advisors
--------------------------------------------------------
Eagle Recycling Systems asks the U.S. Bankruptcy Court for
permission to employ CohnReznick LLP as financial advisors to,
among other things, provide these services:

a) gain an understanding of the Debtors' corporate structure,
   related parties and status of books and records and reporting
   systems;

b) assist the Debtors in the preparation of short and long term
   projections (Balance Sheet, Profit and Loss and Cash Flows)
   through analysis of historical financial statements and
   financial information, inquiries to management and
   analysis of historical information including the reasonableness
   of projected margins, accounts payable and expense levels, if
   necessary; and

c) assist the Debtors in the preparation of a 13-week cash flow
   forecast and budget, and other similar financial documents or
   presentations as this case progresses.

CohnReznick received a total retainer of $40,000 on account of
such services from the Debtors during the pre-petition period.

CohnReznick billed the Debtors $21,249 for contemporaneous
services rendered and disbursements and other charges incurred
pre-petition (all in accordance with the terms and conditions of
the Debtors' pre-petition engagement letter with CohnReznick dated
April 14, 2013), leaving a balance of $18,751 to be utilized as a
retainer for professional services rendered and charged and
disbursements incurred by CohnReznick on the Debtors' behalf after
the Petition Date.

The firm attests it is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

Eagle Recycling Systems and affiliate Lieze Associates Inc. sought
bankruptcy reorganization (Bankr. D.N.J. Case No. 13-18412 and
13-18413) on April 19 in Newark, New Jersey.


EAGLE RECYCLING: Hires Saiber LLC as Counsel
--------------------------------------------
Eagle Recycling Systems asks the U.S. Bankruptcy Court for
permission to employ Saiber, LLC as counsel.

Saiber commenced performing legal services for the Debtors in
connection with the filing of the chapter 11 case in February
2013, and received a $50,000 retainer from Eagle Recycling in
March 2013.  On April 8 and 18, 2013, the total sum of $40,389 was
applied against the initial retainer for prepetition services
performed on behalf of the Debtors.  Also on April 18, Saiber
received an additional retainer of $50,000, plus $2,426 for filing
fees ($1,213 each of the Debtors' respective Chapter 11
petitions), from Eagle Recycling.

Saiber is currently holding $59,611 as retainer, which includes
the remaining balance of $9,611 from the initial $50,000 retainer
($50,000 - $40,389 = $9,611), plus the $50,000 additional retainer
received on April 18, 2013.  This amount is held by Saiber in its
attorney trust account as a retainer to be applied, subject to
Court approval, to fees and expenses incurred subsequent to the
Petition Date.

The firm attests it is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

Eagle Recycling Systems and affiliate Lieze Associates Inc. sought
bankruptcy reorganization (Bankr. D.N.J. Case No. 13-18412 and
13-18413) on April 19 in Newark, New Jersey.


EDENOR SA: Shares Delisted From Buenos Aires Stock Exchange
-----------------------------------------------------------
The Buenos Aires Stock Exchange has determined to suspend the
listing of Edenor S.A.'s shares effective as of May 10, 2013, and
until such time as the Company no longer has a negative
shareholders' equity.

The Buenos Aires Stock Exchange is taking this action pursuant to
Section 42(d) of the Trading Rules of the Buenos Aires Stock
Exchange.  In addition, the Company has been in touch with the New
York Stock Exchange and NYSE Regulation continues to assess the
Company's compliance with the NYSE's continued listing standards
on an ongoing basis.

For the period ended March 31, 2013, the Company recorded a
negative shareholders' equity of Ps.92,253,000.

In addition, the Company was notified of the Resolution No. 250/13
of the Energy Secretariat which, among other things, would allow
to offset the debt that the Company maintains in connection with
the Program for the Rational Use of Electricity Power
(approximately Ps.1,483.3 million pursuant to that Resolution)
with the credits that the Company is entitled to pursuant to the
Cost Monitoring Mechanism contemplated under the Adjustment and
Renegotiation Agreement of the Company's Concession, which credits
were not recognized until February 2013 (approximately Ps. 2,237.8
million pursuant to such Resolution).  In addition, the Resolution
instructs CAMMESA to issue Sale Settlements with Maturity Dates To
Be Determined (Liquidaciones de Ventas con Fecha de Vencimiento a
Definir) in an amount equal to the excess of the credit to which
the Company is entitled over the amount of the debt that the
Company maintains in connection with the PUREE, and authorizes
CAMMESA to receive such Sale Settlements with Maturity Dates To Be
Determined as partial payment for the debt owed by Edenor to
CAMMESA as of the date of issuance of the Resolution.

                          About Edenor SA

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

Edenor S.A. disclosed a loss of ARS1.01 billion on ARS3.72 billion
of revenue from sales for the year ended  Dec. 31, 2012, as
compared with a net loss of ARS291.38 million on ARS2.80 billion
of revenue from sales for the year ended Dec. 31, 2011.  The
Company's balance sheet at Dec. 31, 2012, showed ARS6.80 billion
in total assets, ARS6.31 billion in total liabilities and
ARS489.28 million in total equity.

"Given the fact that the realization of the projected measures to
revert the manifested negative trend depends, among other factors,
on the occurrence of certain events that are not under the
Company's control, such as the requested electricity rate
increases or their replacement by a new remuneration system, the
Board of Directors has raised substantial doubt about the ability
of the Company to continue as a going concern in the term of the
next fiscal year," according to the Company's annual report for
the year ended Dec. 31, 2012.


ELAN CORP: Moody's Eyes Rating Downgrades Following Royalty Deal
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Elan Corporation,
plc including the Ba3 Corporate Family Rating under review for
downgrade. This rating action follows the announcement that Elan
will purchase a royalty interest from Theravance Corporation
(unrated) in Breo Elipta, a new respiratory product, and several
other products in development.

Ratings placed under review for downgrade:

Ba3 Corporate Family Rating

Ba2-PD Probability of Default Rating

The SGL-1 Speculative Grade Liquidity rating is affirmed,
reflecting Elan's very strong liquidity.

Ratings Rationale:

The rating review is prompted by recent transactions that have
consumed Elan's cash without generating any significant, immediate
EBITDA or cash flow. These include Elan's recent $1 billion share
repurchase transaction, as well as the Theravance royalty deal.
Although Breo Elipta could become a blockbuster, its rate of
market acceptance is not certain and substantial returns to Elan
could be protracted.

The rating review will focus on Elan's evolving value-creation
strategy involving acquisitions, shareholder distributions and a
new debt issuance, and the impact on key credit ratios including
debt/EBITDA and FCF/debt. The review will also consider Elan's
revenue concentration in Tysabri royalties, offset by rising
diversification from Breo Elipta royalties and potentially from
other Theravance products.

Elan's Ba3 rating reflects the company's limited scale, and its
high revenue concentration in Tysabri royalties. The rating also
reflects uncertainty related to ongoing business development,
which could be risky if it involves pipeline assets in early or
mid-stage development. The rating also considers Elan's large cash
balance following the sale of Tysabri rights to Biogen Idec for
$3.25 billion, although reduced by the recent transactions.

The principal methodology used in this rating was the Global
Pharmaceutical Industry published in December 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Dublin, Ireland, Elan Corporation, plc is a
specialty biopharmaceutical company with areas of expertise in
neurological and autoimmune disease.


ELEPHANT TALK: Incurs $5.1 Million Net Loss in First Quarter
------------------------------------------------------------
Elephant Talk Communications Corp. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $5.13 million on $6.59 million of
revenues for the three months ended March 31, 2013, as compared
with a net loss of $6 million on $8.58 million of revenues for the
same period during the prior year.

The Company's balance sheet at March 31, 2013, showed
$34.47 million in total assets, $18.29 million in total
liabilities, and $16.18 million in total stockholders' equity.

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

                        http://is.gd/eI0I2i

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk disclosed a net loss attributable to the Company of
$23.13 million in 2012, a net loss attributable to the Company of
$25.31 million in 2011 and a net loss attributable to the Company
of $92.48 million in 2010.

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
suffered recurring losses from operations has an accumulated
deficit of $203.3 million and continues to generate negative cash
flows that raise substantial doubt about its ability to continue
as a going concern.


EMPIRE RESORTS: Kien Huat Held 64.8% Equity Stake at May 10
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Kien Huat Realty III Limited and Lim Kok Thay
disclosed that, as of May 10, 2013, they beneficially owned
21,905,096 shares of common stock of Empire Resorts, Inc.,
representing 64.8% of the shares outstanding.

On May 10, 2013, Kien Huat exercised its proportionate allocation
of shares of Common Stock under the 2013 Rights Offering, in
accordance with its commitment to do so pursuant to the Standby
Purchase Agreement, as previously disclosed in the Schedule 13D.
Under the terms of the Rights Offering, Kien Huat had the basic
right to purchase 3,650,849 shares of Common Stock at the exercise
price of $1.8901 per share, which it exercised in full.  Kien Huat
paid the Company a price of $6,900,469.70 to exercise its
subscription rights.

Kien Huat previously reported beneficial ownership of 54,762,739
common shares or a 61.2% equity stake as of May 10, 2011.

A copy of the amended regulatory filing is available at:

                        http://is.gd/788DYG

                        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.


ENDEAVOUR INTERNATIONAL: Incurs $14-Mil. Net Loss in 1st Quarter
----------------------------------------------------------------
Endeavour International Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $14.04 million on $57.67 million of
revenues for the three months ended March 31, 2013, as compared
with a net loss of $35.26 million on $15.16 million of revenues
for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed
$1.50 billion in total assets, $1.36 billion in total liabilities,
$43.70 million in series C preferred stock, and $90.30 million in
total stockholders' equity.

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

                        http://is.gd/hwSCU6

                    About Endeavour International

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

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million on $219.05 million of revenue, as compared with
a net loss of $130.99 million on $60.09 million of revenue during
the prior year.

                           *    *     *

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

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


ENBRIDGE ENERGY: S&P Rates $1.2-Bil. Preferred Units 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
rating to Enbridge Energy Partners L.P.'s (EEP) $1.2 billion of
preferred units.  At the same time, Standard & Poor's affirmed its
'BBB' corporate credit rating on the company.  The outlook is
negative.

EEP will use issuance proceeds to repay commercial paper, to
finance a portion of its capital expansion program, and for
general partnership purposes.  The units are rated two notches
below the corporate credit rating on EEP to reflect their
ubordinated position in the partnership's capital structure.

S&P characterizes the preferred units as having intermediate
equity credit because of their perpetual nature, the lack of a
fixed coupon step-up mechanism that would provide incentive for
redemption, the partnership's stated intent to redeem these shares
only from equity proceeds, restrictions on calls for five years,
and general partner Enbridge Inc.'s lack of incentive to enforce
any rights as a preferred unit holder that would impair the value
of its more substantial equity holding.

At the same time, S&P notes weaknesses that keep it from giving
further equity credit, including:

   -- EEP's ability under certain conditions to redeem the
      preferred units before the fifth anniversary, although at
      least 50% of the redemption must be funded by equity.

   -- ENB's ability to request registration rights.  The incentive
      of the preferred unit holder to behave as an equity investor
      may not be maintained if the securities are sold by Enbridge
      Inc. to a third party.  If this happens S&P could cease to
      give equity credit.

   -- The accumulation of any deferred distributions.

The negative outlook reflects S&P's opinion that EEP's growth
plans, including announced expansion projects are likely to
increase the partnership's financial leverage over 4.5x debt to
EBITDA through 2013 and keep distribution overage below 1x.


ENERGY SERVICES: Incurs $1.2 Million Net Loss in March 31 Quarter
-----------------------------------------------------------------
Energy Services of America Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $1.19 million on $24.69 million of
revenue for the three months ended March 31, 2013, as compared
with a net loss of $3.91 million on $26.60 million of revenue for
the same period during the prior year.

For the six months ended March 31, 2013, the Company incurred a
net loss of $1.95 million on $51.87 million of revenue, as
compared with a net loss of $2.78 million on $51.73 million of
revneue for the six months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $50.19
million in total assets, $45.69 million in total liabilities and
$4.50 million in total stockholders' equity.

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

                        http://is.gd/Qg1GrI

                       About Energy Services

Huntington, West Virginia-based Energy Services of America
Corporation provides contracting services to America's energy
providers, primarily the gas and electricity providers.  The
Company reported a net loss of $48.5 million on $157.7 million of
revenue in fiscal 2012, compared with a net loss of $5.3 million
on $143.4 million of revenue in fiscal 2011.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Energy Services' ability to
continue as a going concern following the annual report for the
year ended Sept. 30 ,2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
entered into a forbearance arrangement with its lenders as a
result of continued noncompliance with certain debt covenants.


ENERGYSOLUTIONS INC: Incurs $8.2 Million Net Loss in 1st Quarter
----------------------------------------------------------------
EnergySolutions, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $8.19 million on $526.20 million of revenue for the three
months ended March 31, 2013, as compared with a net loss of
$665,000 on $490.69 million of revenue for the same period a year
ago.

The Company's balance sheet at March 31, 2013, showed
$2.61 billion in total assets, $2.33 billion in total liabilities,
and $282.78 million in total stockholders' equity.

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

                        http://is.gd/BgxdvQ

                       About EnergySolutions

Salt Lake City, Utah-based EnergySolutions offers customers a full
range of integrated services and solutions, including nuclear
operations, characterization, decommissioning, decontamination,
site closure, transportation, nuclear materials management, the
safe, secure disposition of nuclear waste, and research and
engineering services across the fuel cycle.

EnergySolutions reported net income of $3.92 million in 2012, as
compared with a net loss of $193.64 million in 2011.

                         Bankruptcy Warning

"Our senior secured credit facility contains financial covenants
requiring us to maintain specified maximum leverage and minimum
cash interest coverage ratios.  The results of our future
operations may not allow us to meet these covenants, or may
require that we take action to reduce our debt or to act in a
manner contrary to our business objectives.

"Our failure to comply with obligations under our senior secured
credit facility, including satisfaction of the financial ratios,
would result in an event of default under the facilities.  A
default, if not cured or waived, would prohibit us from obtaining
further loans under our senior secured credit facility and permit
the lenders thereunder to accelerate payment of their loans and
not renew the letters of credit which support our bonding
obligations.  If we are not current in our bonding obligations, we
may be in breach of our contracts with our customers, which
generally require bonding.  In addition, we would be unable to bid
or be awarded new contracts that required bonding.  If our debt is
accelerated, we currently would not have funds available to pay
the accelerated debt and may not have the ability to refinance the
accelerated debt on terms favorable to us or at all particularly
in light of the tightening of lending standards as a result of the
ongoing financial crisis.  If we could not repay or refinance the
accelerated debt, we would be insolvent and could seek to file for
bankruptcy protection.  Any such default, acceleration or
insolvency would likely have a material adverse effect on the
market value of our common stock," the Company said in its annual
report for the year ended Dec. 31, 2012.

                           *     *     *

As reported in the Jan. 9, 2013 edition of the TCR, Standard &
Poor's Ratings Services placed its ratings, including its 'B'
corporate credit rating, on EnergySolutions on CreditWatch with
developing implications.

"The CreditWatch placement follows EnergySolutions' announcement
that it has entered into a definitive agreement to be acquired by
a subsidiary of Energy Capital Partners II," said Standard &
Poor's credit analyst Jim Siahaan.

EnergySolutions is permitted to engage in discussions with other
suitors, which may include other financial sponsors or strategic
buyers.


EURAMAX INTERNATIONAL: Incurs $28.1 Million Net Loss in Q1
----------------------------------------------------------
Euramax Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $28.11 million on $172.54 million of net sales for
the three months ended March 29, 2013, as compared with a net loss
of $8.12 million on $198.68 million of net sales for the three
months ended March 30, 2012.

The Company's balance sheet at March 29, 2013, showed
$603.17 million in total assets, $716.61 million in total
liabilities, and a $113.44 million total shareholders' deficit.

President and CEO Mitchell B. Lewis commented, "Our operating
results for the first quarter of 2013 reflect continued softness
in Europe and the severe winter weather conditions in North
America which we believe resulted in the delay of residential
repair and remodel projects and commercial construction
activities.  It appears the inclement weather in North America,
which extended into April, has resulted in pent up demand in
certain markets, primarily for our residential roof drainage
products and for roofing and siding materials sold in the post
frame construction market.  We expect to benefit from this demand
beginning in the second and into the third quarter of 2013. The
impact on a comparative basis was magnified as a result of mild
weather in North America during the first quarter of 2012, which
resulted in higher sales activity."

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

                        http://is.gd/rTpAW9

                           About Euramax

Based in Norcross, Georgia, Euramax International, Inc., is a
leading international producer of aluminum, steel, vinyl and
fiberglass products for original equipment manufacturers,
distributors, contractors and home centers in North America and
Western Europe. The Company was acquired for $1 billion in 2005 by
management and Goldman Sachs Capital Partners.

Euramax Int'l has subsidiaries in Canada (Euramax Canada, Inc.),
United Kingdom (Ellbee Limited and Euramax Coated Products
Limited), and The Netherlands (Euramax Coated Products B.V.), and
France (Euramax Industries S.A.).

The Company reported a net loss of $62.71 million in 2011, a net
loss of $38.54 million in 2010, and a net loss of $85.62 million
in 2009.

                            *     *     *

As reported by the TCR on Dec. 13, 2012, Moody's Investors Service
downgraded Euramax International, Inc.'s corporate family rating
and probability of default rating to Caa2 from Caa1.  The
downgrade reflects Moody's expectation that the turmoil in
global financial markets and weakness in Europe will continue to
hamper Euramax's revenues and operating margins as well as weaken
key credit metrics.

As reported by the TCR on July 30, 2009, Standard & Poor's Ratings
Services raised its ratings on Norcross, Georgia-based Euramax
International Inc., including the long-term corporate credit
rating, to 'B-' from 'D'.

"The ratings upgrade reflects the company's highly leveraged,
although somewhat improved, financial risk profile following a
recent out-of-court restructuring," said Standard & Poor's credit
analyst Dan Picciotto.  "As a result of the restructuring,
Euramax's second-lien debtholders received equity and about half
of its new $513 million of first-lien debt is pay-in-kind,
providing some cash flow benefit," he continued.


EVANS & SUTHERLAND: Incurs $1.4-Mil. Net Loss in 1st Quarter
------------------------------------------------------------
Evans & Sutherland Computer Corporation filed its quarterly report
on Form 10-Q, reporting a net loss of $1.4 million on $4.7 million
of sales for the three months ended March 29, 2013, compared with
net income of $360,000 on $7.8 million of sales for the same
period ended March 30, 2012.

The Company's balance sheet at March 31, 2013, showed
$23.7 million in total assets, $49.5 million in total liabilities,
and a stockholders' deficit of $25.8 million.

According to the regulatory filing, recurring losses continue to
produce negative cash flows from operating activities.  "As of
March 29, 2013, the total stockholders' deficit was $25,802,000 as
compared to $24,644,000 as of Dec. 31, 2012.

              Distress Termination of Pension Plan

"On Jan. 7, 2013, the Company submitted a PBGC Form 600 Distress
Termination, Notice of Intent to Terminate, to the PBGC.  The
notice filing initiates an application process by the Company with
the PBGC for the distress termination of the Pension Plan.

"The unfunded obligation of the Pension Plan, as reported on the
Company's financial statements was $28,252,000 as of March 29,
2013.  The Company believes business operations could produce
adequate funds to meet the contributions to the Pension Plan trust
in sufficient amounts to satisfy regulatory funding standards
through the first six months of 2014 but has stopped making such
contributions beginning in October 2012 in order to maintain
adequate working capital levels for business operations through
2014.

"If the distress termination is approved, the ERISA Title IV
insurance fund, which is administered by the PBGC would take
possession of the assets in the Pension Plan trust and pay future
Pension Plan benefits.  Through this process, the Company will
seek to negotiate, with the PBGC, a settlement of its Pension Plan
liabilities on terms that are feasible for the Company to continue
in business as a going concern through 2014 and beyond, which is
consistent with the purposes of the provisions of ERISA.  There
can be no assurance that the Company will be successful in these
efforts.  The condensed consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty."

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

Salt Lake City, Utah-based Evans & Sutherland Computer Corporation
in conjunction with its wholly owned subsidiary, Spitz Inc.,
creates innovative digital planetarium systems and cutting-edge,
fulldome show content.  E&S has developed Digistar 5, the world's
leading digital planetarium with fulldome video playback, real-
time computer graphics, and a complete 3D digital astronomy
package fully integrated into a single theater system.  This
technology allows audiences to be immersed in full-color, 3D
computer-generated interactive worlds.  As a full-service system
provider, E&S also offers Spitz domes, hybrid planetarium systems
integrated with Digistar and a full range of theater systems from
audio and lighting to theater automation.  E&S markets include
planetariums, science centers, themed attraction venues, and
premium large-format theaters.  E&S products have been installed
in over 1,300 theaters worldwide.


EVERGREEN INTERNATIONAL: S&P Withdraws 'D' Ratings
--------------------------------------------------
Standard & Poor's Ratings services said that it withdrew its 'D'
ratings on Evergreen International Aviation Inc.

"We are withdrawing our ratings on Evergreen at the company's
request.  We lowered the ratings to 'D' on Jan. 25, 2013, when we
learned that the company missed its Dec. 31, 2012, interest
payment.  Evergreen recently sold its helicopter business, but due
to lack of timely information, we are unable to assess the impact
of the transaction on the company's business and financial profile
or to assess the company's current credit quality," S&P said.


FIRST BANKS: Reports $931,000 Net Income in First Quarter
---------------------------------------------------------
First Banks, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
available to common stockholders of $931,000 on $44.35 million of
total interest income for the three months ended March 31, 2013,
as compared with net income available to common stockholders of
$1.38 million on $52.34 million of total interest income for the
same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $6.39
billion in total assets, $6.10 billion in total liabilities and
$297.06 million in total stockholders' equity.

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

                        http://is.gd/i5nRgi

                         About First Banks

First Banks, Inc., is a registered bank holding company
incorporated in Missouri in 1978 and headquartered in St. Louis,
Missouri.  The Company operates through its wholly owned
subsidiary bank holding company, The San Francisco Company, or
SFC, headquartered in St. Louis, Missouri, and SFC's wholly owned
subsidiary bank, First Bank, also headquartered in St. Louis,
Missouri.

First Banks disclosed net income of $25.98 million in 2012, as
compared with a net loss of $44.10 million in 2011.


FLETCHER INT'L: Case Trustee Hires Weisermazars for Tax Services
----------------------------------------------------------------
Richard J. Davis, the trustee appointed in the Chapter 11 case of
Fletcher International, Ltd., sought and obtained approval from
the U.S. Bankruptcy Court to employ WeiserMazars LLP as tax
service provider to the Trustee.

The firm, will among other things, provide these services:

(a) determine whether the Debtor is in compliance with all
    applicable federal and state tax requirements, including
    preparation of written memoranda and other supporting
    materials as needed;

(b) quantify any federal or state tax exposure in connection with
    the Debtor's business or investing activities, including
    preparation of any required tax-related filings, including
    information reporting and withholding statements; and

(c) assess the federal and state obligations of all domestic
    subsidiaries and investment entities, prepare all required tax
    filings, amend or correct tax returns as necessary, respond to
    tax notices, and provide tax services in connection with any
    federal and state tax audits that may arise.

The firm's rates are:

    Professional                   Rates
    ------------                   -----
    Partners                     $425-$550
    Senior Managers              $340-$420
    Managers                     $225-$330
    Seniors                      $150-$250

Susan M. Grbic -- Susan.Grbic@WeiserMazars.com -- attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel and Appleby (Bermuda) Limited serves
as special Bermuda counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.

After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda.  Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda.  The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.

Richard J. Davis, Chapter 11 trustee appointed in the case, has
hired Luskin, Stern & Eisler LLP as his counsel.


GABRIEL TECHNOLOGIES: Panel Wants Standing to Sue Insiders
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Gabriel
Technologies Corporation asks the U.S. Bankruptcy Court to approve
a stipulation between the committee and the Debtors, which
provides for the appointment of the committee as estate
representative to (1) investigate and, if appropriate, pursue
actions against the Debtors' insiders; and (2) bring and resolve
objections to claims filed by the insiders against the Debtors.

According to papers filed in Court, the committee said its
appointment as estate representative is appropriate because the
Debtors intend to propose a plan of reorganization, and that
immediate appointment of the committee as estate representative
will avoid unnecessary delay pending confirmation of the plan.
Also, the Debtors' existing directors' and officers' insurance
policies currently expire May 16, 2013, which requires a prompt
initial evaluation of potential claims.

                  About Gabriel Technologies

Gabriel Technologies Corporation and one subsidiary filed separate
Chapter 11 petitions (Bankr. N.D. Cal. Case No. 13-30340 and
13-30341) on Feb. 14, 2013, in San Francisco, after losing in a
patent dispute with smartphone chips maker Qualcomm Inc.

Gabriel Technologies, through its debtor-subsidiary Trace
Technologies, LLC, holds significant intellectual property assets
directed toward location-based products and services through
global positioning systems.

Gabriel Technologies disclosed $15 million in assets and
$15 million in liabilities as of Jan. 31, 2013.

The Debtors tapped the law firm of Meyers Law Group, P.C. as
general bankruptcy counsel.

A three-member official committee of unsecured creditors has been
appointed in the case.  Pachulski Stang Ziehl & Jones LLP
represents the Committee.

The Debtor filed a Plan of Reorganization that proposes to
substantively consolidate the Debtors' estates into the Chapter 11
estate of Gabriel, and upon the Effective Date, all those assets
will become the property of the Reorganized Debtor.  Secured
claims filed against the Debtors will be paid by proceeds
recovered from Qualcomm Incorporated in a lawsuit involving
royalties, and from another lawsuit involving royalties captioned
Gabriel Technologies Corporation, etc. v. Keith Feilmeier, et al.
Unsecured Claims will also be paid from the proceeds of the two
lawsuits, after all secured claims have been paid. Allowed General
unsecured claims will accrue an interest of 10% per annum.


GABRIEL TECHNOLOGIES: Court Approves Merle C. Meyers as Attorneys
-----------------------------------------------------------------
Gabriel Technologies Corporation sought and obtained permission
from the U.S. Bankruptcy Court to employ Merle C. Meyers as
attorneys.

Gabriel Technologies Corporation and one subsidiary filed separate
Chapter 11 petitions (Bankr. N.D. Cal. Case No. 13-30340 and
13-30341) on Feb. 14, 2013, in San Francisco, after losing in a
patent dispute with smartphone chips maker Qualcomm Inc.

Gabriel Technologies, through its debtor-subsidiary Trace
Technologies, LLC, holds significant intellectual property assets
directed toward location-based products and services through
global positioning systems.

Gabriel Technologies disclosed $15 million in assets and
$15 million in liabilities as of Jan. 31, 2013.

The Debtors tapped the law firm of Meyers Law Group, P.C. as
general bankruptcy counsel.

A three-member official committee of unsecured creditors has been
appointed in the case.  Pachulski Stang Ziehl & Jones LLP
represents the Committee.

The Debtor filed a Plan of Reorganization that proposes to
substantively consolidate the Debtors' estates into the Chapter 11
estate of Gabriel, and upon the Effective Date, all those assets
will become the property of the Reorganized Debtor.  Secured
claims filed against the Debtors will be paid by proceeds
recovered from Qualcomm Incorporated in a lawsuit involving
royalties, and from another lawsuit involving royalties captioned
Gabriel Technologies Corporation, etc. v. Keith Feilmeier, et al.
Unsecured Claims will also be paid from the proceeds of the two
lawsuits, after all secured claims have been paid.  Allowed
General unsecured claims will accrue an interest of 10% per annum.


GENERAL GROWTH: S&P Withdraws 'BB' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its
unsolicited ratings on General Growth Properties Inc.'s (GGP) and
GGP's affiliate, The Rouse Company L.P. (Rouse), including the
'BB' corporate credit ratings, the 'B' rating on GGP's
$250 million 6.375% series A cumulative perpetual preferred stock,
and the ratings on issues that have been redeemed.

"Our unsolicited ratings on General Growth Properties reflected
the company's satisfactory business risk position as a major U.S.-
based mall owner, and what we viewed as its aggressive financial
risk profile," said Standard & Poor's credit analyst Scott
Sprinzen.

With its portfolio of 124 U.S. regional malls, GGP is the second-
largest mall owner/operator in the U.S. after Simon Property Group
Inc.  Since emerging from bankruptcy protection on Nov. 9, 2010,
the company has extensively restructured and downsized its
property portfolio to concentrate on its best-positioned malls.
Buoyed by the rebound in retail market conditions, the company has
been benefitting from significantly improved permanent occupancy
levels and rent rates.  Operating performance should be further
enhanced by ongoing initiatives to redevelop certain properties.
While GGP's business is narrowly focused on regional malls, it has
a fairly high degree of property, tenant, and geographic
diversity, with leases that are predominantly long term in tenor,
and with a lease maturity schedule that is well staggered.


GETCO FINANCING: Moody's Rates $305MM Second Lien Notes 'B2'
------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to $305 million
second lien notes of Getco Financing Escrow LLC. Getco Financing
Escrow LLC is a special purpose vehicle that is scheduled to merge
with and into KCG Holdings, Inc. on July 1 2013, at which point
KCG Holdings, Inc. will assume the second lien notes.

KCG Holdings, Inc. is a new holding company formed to facilitate
the merger between Knight Capital Group and Getco LLC, scheduled
to close on July 1, 2013. The B2 rating reflects the more junior
position of the second lien notes in the firm's capital structure.

Ratings Rationale:

On May 10, 2013, Moody's assigned a B1 corporate family rating to
KCG Holdings, Inc. and a Ba3 rating to a $535 million Secured
First Lien Term Loan as well as a $20 million revolving credit
facility for KCG Holdings, Inc. KCG Holdings, Inc. is a new
holding company formed to facilitate the $1.3 billion planned
merger between Knight Capital Group and GETCO LLC, scheduled to
close on July 1, 2013. The outlook on the ratings is stable.

The B1 corporate family rating reflects KCG's core franchise of
electronic trading and market-making - focused on the most liquid
securities and contracts listed on the world's major exchanges and
trading venues. Management's strategy is to position KCG to take
advantage of the long-term trend within global capital markets
towards automated processes for liquidity provision with low
barriers to entry, tighter spreads and increased transparency of
execution. The core franchise is supplemented by a suite of
execution services including dark pools, algorithmic execution,
and bond and currency trading venues.

There is a degree of "right-way" risk to the KCG business model --
provided operational risk can be controlled and technological
leadership can be maintained. Periods of capital market
uncertainty and volatility stimulates demand for risk transfer --
which can make liquidity provision more profitable. The model is
also scalable, and strong operating leverage should be evident if
market volumes or volatility increases. Although the firm will
trade large volumes, holding times are very short and individual
positions are extremely granular. Nonetheless, as Knight Capital's
August 1 trading loss and GETCO's 2012 performance suggest,
customer confidence and ease of switching, as well as the pace of
technological change, can cause franchise value to dissipate
quickly, and the ratings reflect this risk.

The B1 rating also reflects a high degree of merger execution
risk. The merger is occurring while both predecessor firms are
still working to improve their operational effectiveness. The
heritage KCG organization is enhancing controls surrounding
connections to execution venues. At the same time, to combat
declines in market share, GETCO is in the midst of a spending
program to enhance its speed and efficiency at collecting
information, identifying and interpreting market signals, and
creating and deploying orders. Furthermore, scheduled debt
repayment in the first year relies on completion of asset sales
and realizing capital efficiencies from merging operations.
However, if the complex merger execution goes as planned, and
GETCO's trading efficiency improves, upward pressure could develop
on KCG's corporate family rating.

The B1 rating is bolstered by KCG's very liquid balance sheet and
substantial base of tangible common equity. The asset side of the
balance sheet is naturally liquid, given the velocity of trading
at KCG and the emphasis on exchange traded instruments.
Furthermore, the risk of miss-marking is low, given the paucity of
less liquid positions. The firm has a substantial excess cash
position beyond anticipated liquidity needs and has low balance
sheet leverage.

The B1 rating also incorporates the risks of new regulation which
may negatively impact high-frequency trading in general, and KCG's
business model in particular. Regulators in various jurisdictions
are analyzing the impact of various forms of high-frequency
trading on market quality, liquidity and volatility. As a
practical matter it may be difficult to craft regulation that
limits certain types of trading without also impacting high-
frequency high-volume market makers.

The Ba3 rating on the Senior Secured Term Loan Facility, receives
one notch of uplift from the B1 corporate family rating. This
uplift reflects the loan's structural protections and its
seniority within the capital structure of the holding company.
Structural protections include perfected security interests in the
assets of the holding company as well as a sizeable tranche of
second lien securities that should limit senior creditor losses in
the case of a default.

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


GIBRALTAR GRANITE: Mass. Court Rules in Founder's Suit v. Gardner
-----------------------------------------------------------------
In the case, VINCENT VICTOR ROGGIO, Plaintiff, v. CITY OF GARDNER,
WILLIAM J. GRASMUCK, and EDWARD BASENER, Defendants, Civil Action
No. 10-40076-FDS (D. Mass.), District Judge F. Dennis Saylor IV
ruled that Vincent Roggio, founder of a bankrupt construction
company named Gibraltar Granite & Marble Corp., will only be
allowed to assert claims of damage to himself personally, and not
to the corporation.

The civil action involves allegations that the defendants
illegally obtained access to, and disseminated, the plaintiff's
criminal record.  Mr. Roggio alleges that the defendants
improperly conspired to access and disseminate his criminal record
from a federal computer database, in violation of the
Massachusetts Criminal Offender Record Information statute, Mass.
Gen. Laws ch. 6, Sec. 172.

The Defendants have each moved for summary judgment.  Defendant
Grasmuck has also filed a motion to strike certain assertions set
forth in the plaintiff's statement of material facts and
oppositions to defendants' motions for summary judgment.

Judge Saylor ruled that Grasmuck's motion to strike is granted, in
part, and denied, in part; the City of Gardner's motion for
summary judgment is granted; and Grasmuck and Basener's motions
for summary judgment are granted as to damages relating to
Gibraltar Granite, and otherwise denied.

A copy of the Court's May 9, 2013 Memorandum and Order is
available at http://is.gd/BwaOudfrom Leagle.com.

Based in Tinton Falls, New Jersey, Gibraltar Granite & Marble
Corp., which sells brick and stone in wholesale --
http://www.gibraltargranite.com/-- filed for Chapter 11
bankruptcy (Bankr. D. N.J. Case No. 08-10104) on Jan. 3, 2008.
Joseph Casello, Esq., at Collins, Vella & Casello, serves as
Chapter 11 counsel.  The Debtor estimated less than $50,000 in
assets and $1 million to $10 million in debts.


GLOBAL ARENA: Signs Management and Investor Rights Agreement
------------------------------------------------------------
Global Arena Holding, Inc., Daniel D. Rubino, Robert M. Pickus,
and George C. Dolatly and GCA Ventures, LLC, entered into a
management and investor rights agreement.  Through this agreement,
Global Arena will receive financial and management consulting
services from GCA and the GCA Principals in return for warrants to
purchase a total of 2,500,000 common shares, par value $0.001 per
share.  The warrant price will be $0.25 per share, and will be
issued in three separate tranches.  The first tranche of one
million warrants have been issued concurrently with the signing.
The second and third tranche of 750,000 warrants each will be
issued six months and one year after the date of the agreement
respectively.  Each tranche of warrants is to expire seven years
after issuance.

A copy of the Agreement is available for free at:

                        http://is.gd/rOdMPQ

                        About Global Arena

New York, N.Y.-based Global Arena Holding, Inc., formerly Global
Arena Holding Subsidiary Corp., was formed in February 2009, in
the state of Delaware.  The Company is a financial services firm
that services the financial community through its subsidiaries as
follows:

Global Arena Investment Management LLC provides investment
advisory services to its clients.  GAIM is registered with the
Securities and Exchange Commission as an investment advisor and
clears all of its business through Fidelity Advisors, its
correspondent broker.  Global Arena Commodities Corp. provides
commodities brokerage services and earns commissions.  Global
Arena Trading Advisors, LLC provides futures advisory services and
earns fees.  GATA is registered with the National Futures
Association (NFA) as a commodities trading advisor.  Lillybell
Entertainment, LLC provides finance services to the entertainment
industry.

Global Arena disclosed a net loss attributable to common
stockholders of $2.44 million in 2012, as compared with a net loss
attributable to common stockholders of $2.75 million in 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $1.28 million
in total assets, $3.14 million in total liabilities and a $1.86
million total stockholders' deficiency.

Wei, Wei & Co., LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses since inception,
experiences a deficiency of cash flow from operations and has a
stockholders' deficiency.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


GLOBAL ARENA: Daniel Rubino Held 2.7% Equity Stake at April 30
--------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Daniel D. Rubino and his affiliates disclosed that, as
of April 30, 2013, they beneficially owned 647,061 shares of
common stock of Global Arena Holdings, Inc., representing 2.7
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/EG8FFx

                        About Global Arena

New York, N.Y.-based Global Arena Holding, Inc., formerly Global
Arena Holding Subsidiary Corp., was formed in February 2009, in
the state of Delaware.  The Company is a financial services firm
that services the financial community through its subsidiaries as
follows:

Global Arena Investment Management LLC provides investment
advisory services to its clients.  GAIM is registered with the
Securities and Exchange Commission as an investment advisor and
clears all of its business through Fidelity Advisors, its
correspondent broker.  Global Arena Commodities Corp. provides
commodities brokerage services and earns commissions.  Global
Arena Trading Advisors, LLC provides futures advisory services and
earns fees.  GATA is registered with the National Futures
Association (NFA) as a commodities trading advisor.  Lillybell
Entertainment, LLC provides finance services to the entertainment
industry.

Global Arena disclosed a net loss attributable to common
stockholders of $2.44 million in 2012, as compared with a net loss
attributable to common stockholders of $2.75 million in 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $1.28 million
in total assets, $3.14 million in total liabilities and a $1.86
million total stockholders' deficiency.

Wei, Wei & Co., LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses since inception,
experiences a deficiency of cash flow from operations and has a
stockholders' deficiency.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


GLOBALSTAR INC: Incurs $25.1-Mil. Net Loss in 1st Quarter
---------------------------------------------------------
Globalstar, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $25.1 million on $19.3 million of revenue
for the three months ended March 31, 2013, compared with a net
loss of $24.5 million on $16.7 million of revenue for the same
period last year.

Derivative gain (loss) fluctuated by $7.0 million to a gain of
$525,000 for 2013 from a loss of $6.5 million in 2012, due
primarily to changes in the Company's stock price.

The Company's balance sheet at March 31, 2013, showed
$1.391 billion in total assets, $921.0 million in total
liabilities, and stockholders' equity of $469.6 million.

The Company said, "We currently lack sufficient resources to meet
our existing contractual obligations over the next 12 months.  As
a result, there is substantial doubt that we can continue as a
going concern.  In order to continue as a going concern, we must
obtain additional external financing; amend the Facility Agreement
and certain other contractual obligations; and restructure the
5.75% Notes.

A copy of the Form 10-Q is available at http://is.gd/5VGHK4

Covington, Louisiana-based Globalstar, Inc., is a provider of
Mobile Satellite Services ("MSS") including voice and data
communications services globally via satellite.


GREENSHIFT CORP: Discussed Error in Annual Report with Accountant
-----------------------------------------------------------------
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 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 to
reflect a 1,502,132,224 of weighted average common shares
outstanding - diluted and not 16,695,099 as originally reported.

The Company's Chief Executive Officer and Chief Financial Officer,
as authorized by the Company's Board of Directors, discussed the
error and the restatement with the Company's independent
accountant.

                   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.


HANSEN MEDICAL: Incurs $17.2-Mil. Net Loss in First Quarter
-----------------------------------------------------------
Hansen Medical, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $17.2 million on $3.0 million of revenues
for the three months ended March 31, 2013, compared with a net
loss of $11.8 million on $4.7 million of revenues for the same
period last year.

The Company recorded a loss on litigation settlement of
$4.5 million for the quarter ended March 31, 2013 (Curry v. Hansen
Medical, Inc. et al., Case No. 09-05094 and consolidated actions).

The Company's balance sheet at March 31, 2013, showed
$53.2 million in total assets, $43.8 million in total liabilities,
and stockholders' equity of $9.4 million.

"The Company incurred an operating loss of $15.6 million and
negative cash flows from operations of $9.9 million for the three
months ended March 31, 2013.  In addition, the Company is also
subject to minimum liquidity requirements under its existing
borrowing arrangements with Oxford Finance LLC and Silicon Valley
Bank which require the Company to maintain $15 million in
liquidity, consisting of at least $12 million in cash and
investments and up to $3 million in certain accounts receivable.
Based on the Company's current operating projections, the Company
does not have sufficient liquidity to meet its anticipated cash
requirements through the next twelve months.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern."

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

Mountain View, Calif.-based Hansen Medical, Inc., develops,
manufactures and sells a new generation of medical robotics
designed for accurate positioning, manipulation and stable control
of catheters and catheter-based technologies.


HARBINGER GROUP: SEC Settlement No Impact on Moody's B2 CFR
-----------------------------------------------------------
Moody's said Harbinger Group's announcement on May 9, that Philip
Falcone and Harbinger Capital Partners LLC agreed to a proposed
settlement with the Securities and Exchange Commission is positive
for Harbinger Group (HRG or Harbinger Group), but not enough to
alter its B2 Corporate Family Rating or stable outlook.

The principal methodologies used in rating Harbinger Group was
Moody's Global Packaged Goods Industry methodology published in
July 2009, Moody's Rating Methodology for U.S. Health Insurance
Companies published in May 2011, Global Independent Exploration
and Production Industry Methodology published in December 2011 and
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009. Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found on Moody's
website.

Located in New York City, Harbinger Group is a holding company
whose principal focus is to acquire or enter into combinations
with businesses in diverse segments. The company's two operating
subsidiaries are Spectrum Brands (B1) and F&G Insurance (Ba1).
Harbinger Group also has a 74.5% total equity interest in a
limited partnership (EXCO Partnership), which it acquired in March
2013, that owns EXCO Resources' (B1) conventional oil and natural
gas assets in West Texas. The company generated approximately $80
million in revenue (dividends received) for the twelve months
ending March 31, 2013. Revenues pro forma for the EXCO partnership
will be around $120 million.


HAWAIIAN TELCOM: S&P Retains 'B' Rating on $292MM Term Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' issue-level
rating and '3' recovery rating on Hawaiian Telcom Communications
Inc.'s $292 million outstanding term loan are unchanged following
the company's announcement of a proposed repricing of the loan and
extension of the maturity by two years to 2019.

S&P's 'B' corporate credit rating and stable outlook on parent
Hawaiian Telcom Holdco Inc. are unchanged.

RATING LIST

Ratings Unchanged
Hawaiian Telcom Holdco Inc.
Corporate Credit Rating                B/Stable/--

Hawaiian Telcom Communications Inc.
Senior Secured Term Loan Due 2019      B
   Recovery Rating                      3


HEALTHWAREHOUSE.COM INC: To Investigate Shareholders' Demands
-------------------------------------------------------------
HealthWarehouse.com, Inc.'s Board of Directors met and considered
shareholder letters and formed a Special Committee, chaired by
Youssef Bennani, a director and Chairman of the Company's Audit
Committee, to investigate the shareholder demands.  The Special
Committee has retained the law firm of Morrison & Foerster to
conduct the investigation and advise the Special Committee.

Since March 1, 2013, the Company has received three letters from
shareholders alleging certain breaches of fiduciary duties by
directors of the Company and demanding that the Company commence
investigations of the alleged conduct.

On March 1, 2013, the Company received a letter on behalf of the
holders of the Company's Series B Preferred Stock alleging that a
convicted felon appears to be a consultant to the company, owes
the company money, and exercises control over the Company.

On March 8, 2013, the Company received a letter on behalf of
shareholder Wayne Corona alleging that two directors breached
their fiduciary duties and demanding that the Company investigate
legal claims against those directors.  The letter alleges that the
director designee of the Preferred Holders and the director
designee of New Atlantic Ventures Fund III, L.P., acted in concert
to attempt to scuttle the Company's recent financing plan.  The
letter also alleged that the director designee of the Preferred
Holders and the director designee of NAV sought to prevent the
Company from paying back its lenders in 2010 and 2011.

On March 18, 2013, the Company received a letter on behalf of the
two directors denying the allegations and stating there was no
proper basis for launching an investigation.

On March 27, 2013, a letter on behalf of Messrs. Backus and
Stecker, in their capacities as directors and shareholders,
demanded that the Company (i) investigate alleged breaches of
confidentiality and fiduciary duties by the Company's President
and CEO and two other directors in connection with the purported
shareholder demand letter of Mr. Corona dated March 8, 2013, and
(ii) assert related claims against those individuals.  The letter
also asserted that the director constituting the special
committee, Youssef Bennani, is subject to alleged conflicts of
interest that disqualify him from serving on any proposed special
committee to evaluate the pending shareholder demands.

                    About HealthWarehouse.com

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

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

The Company reported a net loss of $5.71 million in 2011, compared
with a net loss of $3.69 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $1.69 million in total assets,
$8.52 million in total liabilities and a $6.83 million total
stockholders' deficiency.


HORIZON PHARMA: Incurs $22.2-Mil. Net Loss in 1st Quarter
---------------------------------------------------------
Horizon Pharma, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $22.2 million on $9.2 million of net sales
for the three months ended March 31, 2013, compared with a net
loss of $23.7 million on $2.5 million of net sales for the same
period last year.

The Company's balance sheet at March 31, 2013, showed
$169.9 million in total assets, $85.8 million in total
liabilities, and stockholders' equity of $84.1 million.

A copy of the Form 10-Q is available at http://is.gd/Qg9U9L

                       About Horizon Pharma

Deerfield, Illinois-based Horizon Pharma, Inc. (NASDAQ: HZNP) is a
specialty pharmaceutical company that has developed and is
commercializing DUEXIS and RAYOS/LODOTRA, both of which target
unmet therapeutic needs in arthritis, pain and inflammatory
diseases.

                          *     *     *

As reported in the TCR on March 25, 2013, PricewaterhouseCoopers
LLP, in Chicago, Illinois, expressed substantial doubt about
Horizon Pharma's ability to continue as a going concern.  The
Company's independent auditors noted that the Company has a
limited commercial operating history and may not be able to comply
with certain debt covenants.


HOSPITAL CENTER AT ORANGE: PBGC Decides to Cover Pensions
---------------------------------------------------------
Reversing a prior position, the Pension Benefit Guaranty
Corporation on May 10 said it will pay pension benefits for more
than 800 former employees of the Hospital Center at Orange, which
provided primary and emergency care in Orange Township, N.J.
before closing in 2004.

The Hospital's pension plan was originally covered by ERISA and
protected by PBGC. However, in 2003, after the hospital became
affiliated with Cathedral Healthcare System Inc., the Internal
Revenue Service determined that the hospital's pension plan had
become a church plan, which removed it from PBGC's protection.
Soon after that, the hospital began winding down its operations
and laying off employees.

Over the past several years, at the request of the Pension Rights
Center, PBGC worked with the hospital's former staff and the IRS
to revisit that designation. IRS recently set the designation
aside and PBGC can now cover the pensions. The plan is within
months of running out of money, so if PBGC had not stepped up
benefit payments would have stopped.

"Why did PBGC push to take on this substantial financial
responsibility?" said PBGC Director Josh Gotbaum. "The answer is
simple. Our job is to provide a safety net for pensions. In this
case, we realized we could restore the safety net ? so we did."

In a letter posted May 10th, the Pension Rights Center praised
PBGC for pushing to protect the hospital's retirees. "The PBGC's
actions helped rectify an injustice that the law never intended,
and illustrate your agency's strong commitment to the protection
of pension plans and participants."

According to PBGC estimates, as of Jan. 1, 2009 (the plan
termination date), the plan had $11 million in assets to pay $41
million in benefits. The agency expects to cover the entire $30
million shortfall and expects to pay the benefits owed under the
plan.

Retirees will continue to get benefits without interruption, and
future retirees can apply for benefits as soon as they are
eligible.

PBGC can provide general information now and will be able to
answer more detailed questions once it takes responsibility for
the plan. Plan participants will be notified by letter after the
transfer occurs.

For more information about the pension plan, please see the PBGC's
FAQs: Hospital Center at Orange and visit the webpage for The
Employees' Improved Retirement Plan of the Hospital Center at
Orange. PBGC can be reached by email at mypension@pbgc.gov or by
phone at 1-800-400-7242 (8 a.m. to 7 p.m. EST, Monday ? Friday)
(TTY/TDD: call 1-800-877-8339 and ask to be connected to 1-800-
400-7242).

PBGC protects more than 40 million Americans in private-sector
pension plans by paying benefits when companies cannot. PBGC
receives no taxpayer dollars and never has. Its operations are
financed by insurance premiums and with assets and recoveries from
failed plans.


HOWREY LLP: Haynes & Boone Can't Pursue Declaratory Relief Action
-----------------------------------------------------------------
Bankruptcy Judge Dennis Montali rejected Haynes and Boone LLP's
"Motion For Order Confirming That The Automatic Stay Is
Inapplicable, Or In The Alternative, Granting Relief From The
Automatic Stay".  The Motion, filed April 2, was prompted by a
threatened lawsuit against Haynes and Boone by Allan B. Diamond,
chapter 11 trustee for Howrey LLP, to recover profits earned by
Haynes and Boone on matters brought to it by Richard Ripley, a
former partner of the Debtor.

Mr. Diamond made good on his threat three days later and filed an
adversary proceeding (Diamond v. Haynes and Boone, LLP, A.P. No
13-03056).  The Trustee alleges, inter alia, that the Debtor's
waiver of the duty of departing partners to account for unfinished
hourly business was a fraudulent transfer under 11 U.S.C. Sec.
548, and that Haynes and Boone is liable under Sec. 5501.  The
Trustee contends that Haynes and Boone is liable for profits
earned on the Debtor's unfinished business as the entity for whose
benefit the transfers were made and/or the immediate or mediate
transferee of the initial transferees of such transfers.

Haynes and Boone contends that the law of the District of
Columbia, applicable to the Debtor's partnership agreement,
establishes a fundamental legal principle on which the Adversary
Proceeding turns. That is, that the Debtor's partners had no duty
to account to the firm for unfinished business on hourly rate
matters, so a partner of the Debtor who joined Haynes and Boone
would not have a duty to account for hourly rate matters handled
prior to dissolution.  Thus, absent a duty to account, the waiver
by the Debtor and its partners of such a duty could not be
attacked as a fraudulent transfer because nothing of value was
transferred.  Haynes and Boone calls this a "threshold" issue that
has not been addressed by the District of Columbia courts.

Haynes & Boone wants to file a declaratory relief action against
the Chapter 11 Trustee in the Superior Court of the District of
Columbia.  It contends that the automatic stay does not prevent it
doing so.  If the automatic stay does apply, the firm seeks relief
from stay to file and prosecute the Dec Relief Action for cause,
citing judicial economy and the specialized knowledge and
expertise of the District of Columbia courts.

According to Judge Montali, the Chapter 11 Trustee's claims, first
threatened and now asserted in the Adversary Proceeding, are
property of the estate protected by the automatic stay.  Judge
Montali held that Haynes and Boone's prosecution of the Dec Relief
Action would essentially be a defense more properly asserted and
adjudicated in the Adversary Proceeding.  Such prosecution
elsewhere would be the exercise of control over property of the
estate. Accordingly the automatic stay applies.  Further, Haynes &
Boone has not persuaded the court that cause exists to grant
relief from stay.  Thus the Motion will be denied in all respects,
eliminating the need for the court to consider the Chapter 11
Trustee's alternative, namely to seek injunctive relief in the
Adversary Proceeding prohibiting Haynes & Boone from filing and
prosecuting the Dec Relief Action.

A copy of Judge Montali's May 13, 2013 Memorandum Decision is
available at http://is.gd/Z7AeD9from Leagle.com.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.


IDENTIVE GROUP: Incurs $5.0-Mil. Net Loss in First Quarter
----------------------------------------------------------
Identive Group, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $5.0 million on $21.1 million of total net
revenues for the three months ended March 31, 2013, compared with
a net loss of $6.6 million on $2.2 million of total net revenues
for the same period last year.

The Company's balance sheet at March 31, 2013, showed
$101.4 million in total assets, $56.5 million in total
liabilities, and stockholders' equity of $44.9 million.

The Company said, "The Company has historically incurred operating
losses and has a total accumulated deficit of approximately
$290.8 million as of March 31, 2013.  These factors, among others,
including the recent effects of the U.S. Government sequester and
related budget uncertainty on certain parts of our business, have
raised significant doubt about the Company's ability to continue
as a going concern.

A copy of the Form 10-Q is available at http://is.gd/v7T5HV

                      About Identive Group

Identive Group, Inc., provides secure identification solutions
that allow people to gain access to buildings, networks,
information, systems and services -- while ensuring that the
physical facilities and digital assets of the organizations they
interact with are protected.

The Company's corporate headquarters are located in Santa Ana,
California and its European and operational headquarters are
located in Ismaning, Germany, where the Company's financial
reporting process is performed.

The Company maintains facilities in Chennai, India for research
and development and in Australia, Canada, Germany, Hong Kong,
Japan, The Netherlands, Singapore, Switzerland and the U.S. for
local operations and sales.  The Company was founded in 1990 in
Munich, Germany and incorporated in 1996 under the laws of the
State of Delaware.

                           *     *     *

As reported in the TCR on April 11, 2013,  Ernst & Young GmbH
Wirtschaftsprufungsgesellschaft, in Munich, Germany, expressed
substantial doubt about Identive Group's ability to continue as a
going concern, citing the Company's recurring losses and negative
cash flows from operations.  The Company's common stock is listed
on the NASDAQ Global Market in the U.S. under the symbol "INVE"
and the Frankfurt Stock Exchange in Germany under the symbol
"INV."


IFS FINANCIAL: Lawyer W. Steve Smith Removed as Ch.7 Trustee
------------------------------------------------------------
Bankruptcy Judge Marvin Isgur, for the second time this month, was
asked to consider whether to oust W. Steve Smith as trustee in a
bankruptcy case.  This time, Judge Isgur decided to dismiss Mr.
Smith as Chapter 7 trustee in the Chapter 7 cases of IFS Financial
Corporation and its affiliates, saying "Smith's breach of his
fiduciary duty is clear and unmistakable."

Mr. Smith is a partner at McFall, Breitbeil & Smith, P.C.  In a
May 1 ruling, Mr. Smith dodged a bullet after Judge Isgur decided
not to remove him as Chapter 7 trustee for the estate of CNC
Payroll Inc.  In that case, reported in the May 6 edition of the
Troubled Company Reporter, Judge Isgur said he found insufficient
cause to remove Mr. Smith as CNC Payroll's trustee as there is
"not clear and convincing evidence" that Mr. Smith breached his
fiduciary duty to the CNC Payroll Estate.

In the IFS case, however, Judge Isgur observed that Mr. Smith, as
trustee, was willing to place his law firm's economic interests
before the Estate's interests.

The controversy in the IFS case stemmed from Mr. Smith's 2011 trip
to the United States Court of Appeals for the Fifth Circuit in New
Orleans.  On Nov. 8, 2011, Mr. Smith and his law firm were
required to defend an appeal of a favorable judgment.  Oral
arguments were scheduled before the Fifth Circuit, and Mr. Smith
attended as lawyer and Trustee.  Mr. Smith, his wife who was
serving as his counsel, and their kids racked up travel and hotel
expenses, which were billed to the bankruptcy estate.

Mr. Smith was first questioned about the expenses at a hearing on
April 25, 2013.  At that time, he testified that it was
appropriate for the Estate to pay for the trip because he wanted
to be in New Orleans in advance of the oral argument.  He
testified that he and his wife traveled to New Orleans on Saturday
to avoid the distractions attendant with preparation and travel.
He testified that it was best for him and his attorney (Ms. Smith)
to be in New Orleans to prepare for the oral argument.

On April 25, 2013, the Court issued a show cause order as to why
Mr. Smith should not be removed as trustee.  The Court ordered Mr.
Smith to file certain documents, including copies of all hotel
bills, food bills, airline bills and other invoices pertaining to
the New Orleans trip.  No food bills or taxi bills were filed (the
Court assumes that they do not exist).  Otherwise, Mr. Smith
largely and timely complied with the order.

Because the bills were from Mr. Smith's own law firm, his
fiduciary duty required him to assure that the transactions with
his law firm were subject to the highest standards of fundamental
fairness.

As mitigation, Mr. Smith offers that a number of the expenses from
the trip were not billed to the Estate. These included the
airplane tickets for his children, the first class portion of
airfare for Mr. Smith and for Ms. Smith, a significant amount of
food expenses, and movie charges.

IFS Financial Corporation and 17 affiliated organizations are
debtors in a series of chapter 7 cases.  These bankruptcy cases
started when an involuntary petition was filed against IFS
Financial Corporation on August 23, 2002.  After no answer was
filed to the involuntary petition, the Court issued an order for
relief against IFS Financial Corporation on October 11, 2002.

W. Steve Smith was appointed the chapter 7 trustee on October 15,
2002. On December 27, 2002, Mr. Smith sought to retain his own law
firm as counsel to the Estate.  By order entered on January 9,
2003, the Court authorized the retention of Mr. Smith's law firm,
with Smith's wife as attorney-in-charge. The firm was retained on
an hourly basis.

In 2004, Mr. Smith filed involuntary bankruptcy petitions against
a number of affiliated entities and also caused certain entities
to file voluntary chapter 11 petitions.  He was appointed by the
United States Trustee as trustee in each of the affiliated cases.

On January 3, 2005, the affiliated cases were ordered jointly
administered.

In October 2004, Mr. Smith filed more than 100 adversary
proceedings seeking to recover assets that he alleged had been
wrongfully diverted from the Estate.

On November 3, 2004, Mr. Smith sought to retain his own firm in 12
of the affiliated cases. He again sought to have his wife
designated as attorney-in-charge.

On January 12, 2005 (later amended on March 22, 2005), the Court
denied Mr. Smith's application to retain his own law firm to
represent the 12 additional entities. The application was denied
when the Court determined that Mr. Smith had not demonstrated that
it was in the best interest of the Estate for Mr. Smith to retain
his own law firm. Among other things, the application stated that
Mr. Smith wished to hire his own firm (in a case expected to be
profitable) to offset losses that the firm incurred in unrelated
cases that Mr. Smith's firm undertook on which it lost money. The
Court rejected this as a legitimate consideration in a trustee's
employment decision.

On February 17, 2009, Blitz Holdings -- the IFS Estate's largest
creditor, claiming more than $75,000,000 in unsecured debt --
sought to convert the case from chapter 7 to chapter 11. The
motion alleged a loss of confidence in Mr. Smith's administration
of the Estate.  Blitz alleged that the Trustee was planning to
distribute funds primarily to the professionals in the case.
Blitz alleged that if Mr. Smith remained as the trustee, there
would be an inconsequential future distribution to the holders of
unsecured claims.  The true purpose of the conversion motion was
to remove Mr. Smith as trustee.

After Blitz sought to remove Mr. Smith as trustee, Mr. Smith sued
Blitz in adversary proceeding 09-3110.  The suit sought both
disallowance of the Blitz claim and an affirmative recovery
against Blitz.

On May 22, 2009, the Court conducted an extensive hearing on the
motion to convert.  At the conclusion of the hearing, the Court
held that:

     -- Mr. Smith had sued Blitz in retaliation for filing the
        motion to convert;

     -- Mr. Smith was not complying with an August 3, 2006 order
        implementing the compromise of Mr. Smith's renewed
        application to employ.  Mr. Smith was attempting to use
        Estate funds to pay hundreds of thousands of dollars in
        expenses that Mr. Smith's firm should have paid;

     -- The Court would not convert the case to a case under
        chapter 11 because the purpose of the conversion was no
        longer applicable -- Mr. Smith would not be allowed to
        use Estate funds to pay expenses that should have been
        paid by Mr. Smith's law firm.

The Court is confident that its May 22, 2009 order was correct
when issued.  But, correct or not, the Court's order was
undoubtedly beneficial to the Estate (that did not have to pay the
expenses) and harmful to Mr. Smith's law firm (that did have to
pay the expenses).

Despite the substantial benefit to the Estate, Mr. Smith, in his
capacity as Trustee:

     -- sought reconsideration of the findings regarding the
        proper allocation of the litigation expenses; and

     -- appealed the May 22, 2009 order.

At an evidentiary hearing on May 10, 2013, Mr. Smith testified
that he appealed the order in his capacity as trustee because it
was the right thing to do given his confidence that the Court
erroneously ruled in the Estate's favor and against Mr. Smith's
own firm.  According to Judge Isgur, Mr. Smith apparently never
considered that his actions -- attempting to overturn a highly
favorable ruling for the Estate that was obtained for the Estate
by Blitz -- were antithetical to the Estate's interest.

"As he did when he sought to retain his own law firm in 2004,
Smith, as trustee, was willing to place his law firm's economic
interests before the Estate's interests. Although the Court
recognizes the conflict that confronted Smith, he did not have the
option of abandoning the Estate's best interest in favor of the
interest of his law firm," Judge Isgur said.

On November 20, 2009, Mr. Smith filed a motion to approve a
settlement with Blitz.  Among other things, the proposed
settlement resolved any disputes arising out of the Court's May
22, 2009 order and the appeal of that order. After notice and
hearing, the Court approved the settlement by order entered on
December 7, 2009. Among other things, the settlement agreement
would allow Mr. Smith's firm to recover the expenses incurred in
appeals of adversary proceedings, and provided a formulaic
distribution of future funds received by the Estate.

A copy of the Court's May 13, 2013 Memorandum Opinion is available
at http://is.gd/9ejyO5from Leagle.com.

IFS's debtor-affiliates are: Circle Investors, Inc. Comstar
Mortgage Corporation, IFS Insurance Holdings Corporation,
Interstar Investment Corp., Interamericas, Ltd., Interamericas
Investments Ltd., Interamericas Holdings, Inc., Interamericas
Financial Holdings Corp., Amper International, Ltd., Amper Ltd.,
Orbost Ltd., and MP Corp. (Case Nos. 02-39553, 04-34514, 04-34515,
04-34516, 04-34517, 04-34519, 04-34520, 04-34521, 04-34523, 04-
34525, 04-34526, 04-34529, 04-34530, Jointly Administered Order).


IMAGEWARE SYSTEMS: Incurs $2.77-Mil. Net Loss in First Quarter
--------------------------------------------------------------
Imageware Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.77 million on $856,000 of revenues for the three
months ended March 31, 2013, as compared with a net loss of
$8.59 million on $1.12 million of revenues for the same period a
year ago.

The Company's balance sheet at March 31, 2013, showed
$7.61 million in total assets, $6.68 million in total liabilities
and $927,000 in total shareholders' equity.

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

                        http://is.gd/BT09AL

                      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.


ING US: S&P Assigns 'BB' Rating to $750MM Jr. Subordinated Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
junior subordinated debt rating to up to $750 million of junior
subordinated notes due 2053 being offered by ING U.S. Inc.
(BBB-/Stable/A-3).

The notes are rated two notches below S&P's issuer credit rating
on ING U.S., reflecting one notch for optional deferral and one
for subordination to senior indebtedness, consistent with S&P's
hybrid ratings criteria.  S&P will treat the notes as
intermediate-equity-content hybrids because they allow for
optional deferral for up to five years, are subordinate to ING
U.S.'s senior indebtedness, and have more than 20 years remaining
to maturity.  ING U.S. expects to use the proceeds to repay all
amounts currently outstanding on an existing term loan agreement
under a syndicated bank facility entered into in April 2012, and
partially to repay amounts owed to ING Verzekeringen N.V., a
subsidiary of ING Groep N.V.

The outlook on ING is stable.  S&P expects ING to maintain a debt-
leverage ratio of less than 20% and total financial leverage
including debt and hybrids ratio of around 25%.

RATINGS LIST

ING U.S. Inc.
Counterparty Credit Rating                 BBB-/Stable/A-3

New Rating
ING U.S. Inc.
$750 mil jr sub notes due 2053             BB


INVENT VENTURES: Incurs $166K Net Loss in 1st Quarter
-----------------------------------------------------
INVENT Ventures, Inc., filed its quarterly report on Form 10-Q,
reporting a net decrease in net assets from operations of $165,839
on total revenues of $33,196 for the three months ended March 31,
2013, compared with a net decrease in net assets from operations
of $1.5 million on total revenues of $11,487 for the same period
last year.

Net realized and unrealized losses were $10,364 and $1.3 million
for the three months ended March 31, 2013, and 2012, respectively.

The Company's Statements of Net Assets at March 31, 2013, showed
$10.8 million in total assets, $868,201 in total liabilities, and
net assets of $9.9 million.

A copy of the Form 10-Q is available at http://is.gd/YW7nBp

Las Vegas, Nevada-based INVENT Ventures, Inc., formerly known as
Los Angeles Syndicate of Technology, Inc., is a technology venture
fund that creates, builds, and invests in web and mobile
technology companies.  The Company develops businesses in the
consumer Internet, mobile and biotechnology markets, and owns six
companies at different stages of development.

                           *     *     *

As reported in the TCR on April 11, 2013, Paritz & Company, P.A.,
in Hackensack, New Jersey, expressed substantial doubt about
INVENT Ventures' ability to continue as a going concern, citing
that the Company will need to raise capital through sales of
Company stock to provide sufficient cash flow to fund the
Company's operations.


J.C. PENNEY: S&P Assigns 'B' Rating to $1.75BB Term Loan
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B' issue-
level rating to J.C. Penney Corp. Inc.'s $1.75 billion term loan
with a '1' recovery rating, indicating S&P's expectation for very
high (90% - 100%) recovery in the event of a payment default.
Concurrently, S&P is lowering the issue-level unsecured debt
rating to 'CCC-' from 'CCC+' and revising the recovery rating to
'6' from '4'.  The '6' recovery rating indicates S&P's expectation
of negligible (0% - 10%) recovery in the event of a payment
default.  At the same time, S&P is affirming the 'CCC+' corporate
credit rating on J.C. Penney Co. Inc.  The outlook is negative.
The downgrade of the unsecured notes reflects the substantial
increase in secured debt.

"The rating on Penney reflects Standard & Poor's assessment that
the company's business risk profile is "vulnerable" and its
financial risk profile is "highly leveraged."  Our business risk
assessment incorporates our analysis that the department store
industry is highly competitive, with large, well-established
participants," said credit analyst David Kuntz.  "Based on
this environment, it is our view that further performance
difficulties may result in the loss of market share to other
players, such as Macy's, Kohl's Corp., Sears, other department
stores, or off-price retailers.  We believe there could be further
meaningful changes over the next few months as the new CEO
reassesses the "shops," promotional, and marketing strategies that
contributed to Penney's poor performance over the past year.  In
our opinion, these changes will be implemented over the next few
months, but their ability to stabilize operations remains highly
uncertain."

The negative outlook reflects S&P's view that further operational
issues are likely over the next year as the company refines its
"shops", marketing, and promotional strategy and that success
remains uncertain.  Although S&P believes the company has
alleviated some of the very near term concerns with the recent
draw down and term loan issuance, it do not believe that the
company will generate sufficient operating cash flows to cover
working capital and capital expenditures.  Although S&P expects
some recovery of EBITDA over the next 12 months, it do not believe
credit protection measures will be meaningful with coverage
substantially below 1.0x.

S&P could consider lowering its rating if performance weakened
further such that it believed the company would likely default
within the next 12 months.  One scenario could be that the company
is unable to stabilize operations, leading to a cash burn that is
meaningfully higher than S&P's forecast.  Under this scenario,
vendors would tighten turns leading to a substantial decline in
cash on hand.

Although S&P considers the possibility for an upgrade to be
remote, key positives would include performance recovery much
earlier than it currently expecta as the company implements its
revised strategy.  Another important component would be sufficient
cash flow from operations that cover on-going working capital
needs and capital expenditures.  Any consideration for an upgrade
would require sustained leverage below 7.0x and interest coverage
above 1.5x.


JAMESTOWN LLC: Section 341(a) Meeting Set on June 20
----------------------------------------------------
A meeting of creditors in the bankruptcy case of Jamestown LLC
will be held on June 20, 2013, at 11:00 AM at Jury Assembly Rm,
222 N. John Q Hammons Pkwy, Springfield, MO.

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.

Jamestown LLC filed a Chapter 11 petition (Bankr. W.D. Mo. Case
No. 13-60728) on May 7, 2013.  The petition was signed by Stephen
Cope as managing member.  The Debtor estimated assets of at least
$10 million and debts of at least $1 million.  Douglas L. Healy,
Esq., at Healy & Healy serves as the Debtor's counsel.  Judge
Arthur B. Federman presides over the case.

This is the Company's second bankruptcy filing.  In May 2010,
Jamestown filed a Chapter 11 petition in Missouri.  About six
months after the Petition Date, the Bankruptcy Court dismissed the
Chapter 11 case upon the request of the U.S. Trustee for Region
13.  The U.S. Trustee told the Court that the Debtor failed to
provide proof of insurance and failed to file applications and
amendments as requested.


JAYHAWK ENERGY: Had 76.8MM of Outstanding Common Stock at May 10
----------------------------------------------------------------
Three investors converted $90,314 in convertible debentures at
$0.01 per share on or about May 3, 2013.  Pursuant to these
conversions, Jayhawk Energy, Inc., issued 9,031,400 shares of its
common stock.  The Company also issued 7,085,263 shares of stock
at $0.01 per share in payment of interest owed pursuant to the
debentures.  As of May 10, 2013, the Company currently has
outstanding 76,875,841 shares of its common stock.

                       About JayHawk Energy

Coeur d'Alene, Idaho-based JayHawk Energy, Inc., is an early stage
oil and gas company.  The Company's immediate business plan is to
focus its efforts on further developing the as yet undeveloped
acreage in Southeast Kansas and to expand its oil production on
its Crosby (f/k/a Candak), North Dakota properties.

Following the financial results for the fiscal year ended
Sept. 30, 2012, DeCoria, Maichel and Teague, P.S., in Spokane,
Washington, expressed substantial doubt about JayHawk Energy's
ability to continue as a going concern, noting that the Company
has incurred substantial losses, has negative working capital and
has an accumulated deficit.

The Company reported a net loss of $4.3 million on $663,229 of
total revenue in fiscal 2012 as compared to a net loss of
$4.3 million on $363,122 of total revenue in fiscal 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $1.09 million
in total assets, $2.64 million in total liabilities and a
$1.55 million total stockholders' deficit.


JAYHAWK ENERGY: Ellis Int'l Held 6.7% Equity Stake as of May 10
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Ellis International Ltd. disclosed that, as of
May 10, 2013, it beneficially owned 5,212,734 shares of common
stock of JayHawk Energy, Inc., representing 6.78% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/D5daYS

                        About JayHawk Energy

Coeur d'Alene, Idaho-based JayHawk Energy, Inc., is an early stage
oil and gas company.  The Company's immediate business plan is to
focus its efforts on further developing the as yet undeveloped
acreage in Southeast Kansas and to expand its oil production on
its Crosby (f/k/a Candak), North Dakota properties.

Following the financial results for the fiscal year ended
Sept. 30, 2012, DeCoria, Maichel and Teague, P.S., in Spokane,
Washington, expressed substantial doubt about JayHawk Energy's
ability to continue as a going concern, noting that the Company
has incurred substantial losses, has negative working capital and
has an accumulated deficit.

The Company reported a net loss of $4.3 million on $663,229 of
total revenue in fiscal 2012 as compared to a net loss of
$4.3 million on $363,122 of total revenue in fiscal 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.09 million
in total assets, $2.64 million in total liabilities and a
$1.55 million total stockholders' deficit.


JAYHAWK ENERGY: Alpha Capital Held 9.9% Equity Stake at May 10
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Alpha Capital Anstalt disclosed that, as of May 10,
2013, it beneficially owned 7,610,708 shares of common stock of
JayHawk Energy, Inc., representing 9.99% of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/VDGZZ7

                       About JayHawk Energy

Coeur d'Alene, Idaho-based JayHawk Energy, Inc., is an early stage
oil and gas company.  The Company's immediate business plan is to
focus its efforts on further developing the as yet undeveloped
acreage in Southeast Kansas and to expand its oil production on
its Crosby (f/k/a Candak), North Dakota properties.

Following the financial results for the fiscal year ended
Sept. 30, 2012, DeCoria, Maichel and Teague, P.S., in Spokane,
Washington, expressed substantial doubt about JayHawk Energy's
ability to continue as a going concern, noting that the Company
has incurred substantial losses, has negative working capital and
has an accumulated deficit.

The Company reported a net loss of $4.3 million on $663,229 of
total revenue in fiscal 2012 as compared to a net loss of
$4.3 million on $363,122 of total revenue in fiscal 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.09 million
in total assets, $2.64 million in total liabilities and a
$1.55 million total stockholders' deficit.


JBI INC: Incurs $2.7-Mil. Net Loss in 1st Quarter
-------------------------------------------------
JBI, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $2.7 million on $196,817 of sales for the three months
ended March 31, 2013, compared with a net loss of $2.8 million on
$226,462 of sales for the same period last year.

The Company's balance sheet at March 31, 2013, showed
$14.1 million in total assets, $2.3 million in total liabilities,
and stockholders' equity of $11.8 million.

"The Company has experienced negative cash flows from operations
since inception and has an accumulated deficit of $50,582,330 for
the period ending March 31, 2013.  The report of the Company's
auditor on the Company's financial statements for Dec. 31, 2012,
and 2011, contained a "going concern" opinion regarding the
Company's ability to continue as a going concern.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern and to operate in the normal course of business.

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

Niagara Falls, N.Y.-based JBI, Inc., is clean energy company that
recycles waste plastic into liquid fuels.  JBI's proprietary
Plastic2Oil technology can deliver economic and environmental
benefits by replacing refined fuels and diverting waste plastic
from landfills.


K LUNDE: Updated Case Summary & Creditors' Lists
------------------------------------------------
Lead Debtor: K Lunde, LLC
             2300 Central Avenue, Suite D
             Boulder, CO 80301

Bankruptcy Case No.: 13-17775

Chapter 11 Petition Date: May 8, 2013

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Ave., Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: jsb@kutnerlaw.com

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

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
Hildy Joe, LLC                         13-17776
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
Bliss Enterprises, LLC                 13-17777
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
IPS New West Station Investors, LLC    13-17778
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Roy Lunde, Hildy Joe-Terkonda, Ann
Mygatt and Hugo Weinberger.

A. A copy of K Lunde's list of its three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cob13-17775.pdf

B. Hildy Joe did not file a list of its largest unsecured
creditors together with its petition.

C. A copy of Bliss Enterprises' list of three largest unsecured
creditors is available for free at
http://bankrupt.com/misc/cob13-17777.pdf

D. A copy of IPS New West Station Investors' list of three largest
unsecured creditors is available for free at
http://bankrupt.com/misc/cob13-17778.pdf


KNIGHT HOLDCO: S&P Assigns Prelim. 'BB-' Issuer Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB-' issuer credit rating to Knight Holdco Inc.  At
the same time, S&P assigned its preliminary 'BB-' issue-level
rating to the company's proposed $555 million senior secured
credit facility, which will consist of a $535 million first-lien
term loan and a $20 million revolver; and S&P's preliminary 'B'
issue-level rating to the proposed $305 million senior secured
second-lien notes, which will both be issued to finance a portion
of the transaction.  The ratings are subject to review upon the
close of the merger and receipt of final information.  The outlook
is stable.

S&P's preliminary ratings on Knight Holdco Inc. (KCG), which
subsequently changed its name to KCG Holdings Inc., reflect the
highly competitive and transactional nature of the firm's market-
making and electronic brokerage businesses, the influence of
market volatility and volumes on its revenues, the firm's exposure
to operational and model risk, and its evolving risk-management
framework.  S&P also believes the substantial integration risk,
which will consume a substantial amount of senior management's
time, the considerable debt leverage, and weak operating
performance of each business in 2012 and the first quarter of 2013
are negatives for the ratings.  "The combined company's relatively
diversified business profile and adequate capitalization only
partially offset these weaknesses," said Standard & Poor's credit
analyst Sebnem Caglayan.

The outlook is stable.  S&P believes KCG will have a relatively
diversified business profile with the combination of market-making
and global execution platforms, holding a substantial market share
in most electronically traded asset classes globally.  The stable
outlook also reflects S&P's expectation that KCG will operate at
an EBITDA margin of approximately 25% (on a net revenue basis),
financial leverage (adjusted net assets to adjusted tangible
equity) of approximately 5.5x, and debt-to-EBITDA leverage of
below 3x, on a pro forma basis, in the next 12 months.

S&P could consider raising the ratings if KCG deleverages
significantly more than the already anticipated mandatory
$235 million debt payment in the next 12 months, without impacting
its liquidity profile (while sustaining its expected target excess
cash pool of $425 million), resolves a major portion of its
outstanding litigation with no material costs, and successfully
and seamlessly integrates the two businesses without major
operational problems.

"Conversely, we could lower the ratings if the market-making
business suffers prolonged revenue compression or experiences
operating losses, or if we believe the firm is no longer committed
to its currently outlined capitalization plan," said Ms. Caglayan.
S&P could also likely lower the ratings if there were a material
decline in liquidity, increase in risk, or leverage were to
increase such that S&P expects debt to EBITDA to track over 3.5x
or adjusted net assets-to-adjusted total equity multiple to
increase to more than 7.0x.


KRONOS WORLDWIDE: Fitch Lowers Issuer Default Rating to 'BB-'
-------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) and
senior secured term loan of Kronos Worldwide, Inc. (NYSE: KRO) to
'BB-' from 'BB'.

The ratings were downgraded to reflect the volatility of the
titanium dioxide (TiO2) market and the frequency of
stocking/destocking activity and related earnings volatility.

The Ratings Outlook is Stable.

Key Rating Drivers:

Fitch's ratings reflect the company's solid market position (Top
five globally) in the TiO2 industry, solid liquidity and modest
debt levels combined with earnings volatility in the TiO2
industry.

TiO2 is used in pigments to provide whiteness, brightness, opacity
and durability. The industry is fairly concentrated with 58% of
the global market accounted for by the top five manufacturers. The
titanium feedstock industry is also highly concentrated with the
top three producers accounting for about 63% of supply. As
feedstock contracts have come up for re-pricing, costs have
accelerated more than TiO2 prices which has reduce margins from
record levels in 2011.

Weaker economic growth and product substitution during a period of
high prices has resulted in softer demand and prices. The TiO2
market is in a destocking phase which is resulting in lower
capacity utilization and weak earnings as producers sell excess
inventory and move high cost raw materials through cost of goods
sold. In particular, Kronos Worldwide operated at 85% capacity
utilization in 2012 versus 100% in 2011. Operating EBITDA for the
second half of 2012 (2H'12) was $72 million compared to $352
million in the 1H'12 and $328.5 million in the 2H'11.

The company expects to run below 100% capacity utilization in
2013. Fitch expects operating EBITDA to be at least $75 million in
2013 and free cash flow (FCF) generation could be as low as
negative $35 million in 2013 after capital expenditures and
dividends estimated to aggregate $135 million. Scheduled debt
maturities through 2018 will be largely comprised of the $20
million per annum due under the Contran Corporation loan.

Solid Liquidity

At March 31, 2013, cash on hand aggregated $102.2 million of which
$62.7 million was held by non-U.S. subsidiaries. The EUR120
million secured revolving credit facility is drawn seasonally and
borrowings should be cleaned down following a peak in the second
quarter. No borrowings are expected under the $125 million ABL
facility. Fitch expects that total debt/EBITDA could be as high as
3.4x at the end of 2013 but could drop below 2.5x by the end of
2014.

The $125 million, five-year asset based revolver is secured by
receivables and inventory in North America. The facility has a 1:1
minimum fixed charge covenant at such times as availability is
less than 10% but no other maintenance financial covenants.

The EUR120 million revolver at Kronos International is secured by
the accounts receivable and inventory of the borrowers (operating
subsidiaries). The facility currently expires in September 2017
and has a net secured debt to EBITDA maximum of 0.7x and net debt
to equity minimum of 0.50 to 1 which is calculated at the
operating subsidiary level. At March 31, 2013 on a U.S. dollar
basis, $12.8 million was drawn under the facility and $140.5
million was available.

The term loan is secured by stock and a second lien on the U.S.
receivables and inventory securing the asset based revolver. Given
prepayment, the loan is due in full in June 2018. The facility has
a maximum total leverage ratio (total debt net of cash up to $100
million to EBITDA) of 3.5x. The facility has been prepaid to $98
million with the proceeds of an unsecured loan from Contran
Corporation and therefore no amounts are due until final maturity.
The Contran Corporation loan amortizes at $5 million per quarter.

The Stable Outlook reflects Fitch's expectation that EBITDA
returns to at least $150 million per annum with positive FCF after
2013. The company has sufficient liquidity and the ability to
repay the term loan with additional proceeds from loans from
Contran Corporation - its ultimate parent.

Rating Sensitivities

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

-- Expectation of sustained leverage above 3x;

-- CFO less than $90 million in 2013.

Positive: Not anticipated over the next 12 months but future
developments that may lead to a positive rating action include:

-- Diversification of earnings from TiO2.

Fitch has taken the following rating actions at Kronos Woldwide,
Inc.:

-- IDR downgraded to 'BB-' from 'BB';

-- ABL revolver affirmed at 'BB+';

-- Term loan B downgraded to 'BB-' from 'BB'.

Fitch affirms the following ratings at Kronos International, Inc.:

-- IDR at 'BB-';

-- Senior secured revolving credit facility at 'BB+'.

The Rating Outlook is Stable.


LA JOLLA: Incurs $4.2 Million Net Loss in First Quarter
-------------------------------------------------------
La Jolla Pharmaceutical Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $4.20 million for the three months ended March 31,
2013, as compared with net income of $5.28 million for the three
months ended March 31, 2012.  There was no revenue for the three
months ended March 31, 2013, and 2012.

The Company's balance sheet at March 31, 2013, showed $2.81
million in total assets, $271,000 in total liabilities, all
current, and $2.54 million in total stockholders' equity.

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

                        http://is.gd/F8lAvG

                    About La Jolla Pharmaceutical

San Diego, Cal.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

After auditing the 2011 results, BDO USA, LLP, in San Diego,
California, 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, has an accumulated deficit of $439.6 million and a
stockholders' deficit of $15.6 million as of Dec. 31, 2011, and
has no current source of revenues.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $7.73 million, as compared with a net loss of $11.54
million for the 12 months ended Dec. 31, 2011.


LEHMAN BROTHERS: Barclays Beats FirstBank in Suit
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FirstBank Puerto Rico "inexplicably" waived a claim
it had against Lehman Brothers Holdings Inc. and instead filed a
lawsuit against Barclays Capital Inc.  As a result of a ruling on
May 10 by U.S. Bankruptcy Judge James M. Peck, FirstBank is taking
a $66.6 million charge for swap collateral lost in the Lehman
bankruptcy.

The report recounts that FirstBank had a longstanding swap
agreement with Lehman where it posted securities as collateral.
The governing agreements allowed Lehman to enter into repurchase
agreements with FirstBank's collateral.  As it turned out, Lehman
Brothers Special Financing Inc., the Lehman subsidiary that was
FirstBank's swap counterparty, transferred the securities to the
Lehman brokerage subsidiary Lehman Brother Inc., where they
resided when the Lehman empire filed bankruptcy in September 2008.

The sale of Lehman's North American investment banking to Barclays
occurred "with such amazing speed" after bankruptcy, Judge Peck
said, that the FirstBank securities were among the assets Barclays
purchased.  FirstBank sued Barclays, contending the securities
weren't Lehman's property and thus shouldn't have been transferred
to Barclays in the sale.

Because Lehman was entitled to transfer the securities in
repurchase transactions, Judge Peck, the report relates, said in
his 18-page opinion that they were properly sold to Barclay free
of claims, including FirstBank's.  Although Barclays is "off the
hook," Judge Peck said FirstBank "inexplicably" didn't even file a
claim in the Lehman bankruptcy.  Judge Peck said that filing a
claim against Lehman, "FirstBank's most direct claim for
recovery," was one that "it knowingly chose not to make."

As a result of the ruling, FirstBank said in a regulatory filing
Monday that it will take a non-cash charge of $66.5 million.
Previously, FirstBank had been accounting for the swap collateral
as a "non-performing assets with a book value of $64.5 million."

A copy of Judge Peck's May 10 Memorandum Decision Denying Motion
for Summary Judgment of Firstbank Puerto Rico and Granting Motion
for Summary Judgment of Barclays Capital Inc., is available at
http://is.gd/Xr1nYbfrom Leagle.com.

The lawsuit is FirstBank Puerto Rico v. Barclays Capital
Inc. (In re Lehman Brothers Holdings Inc.), 10-04103, U.S.
Bankruptcy Court, Southern District New York (Manhattan).

Jeffrey A. Mitchell, Esq., and Judith R. Cohen, Esq. --
mitchellj@dicksteinshapiro.com and cohenj@dicksteinshapiro.com --
at Dickstein Shapiro LLP, New York, represent FirstBank Puerto
Rico.

Lindsee P. Granfield, Esq., and Boaz S. Morag, Esq. --
lgranfield@cgsh.com and bmorag@cgsh.com -- at Cleary Gottlieb
Steen & Hamilton LLP, New York, argue for Barclays Capital Inc.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LIBERTY MEDICAL: Halts Suit Against Officers, Owners
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Liberty Medical Supply Inc. persuaded the bankruptcy
court to halt a trial in a federal district court alleging the
company overcharged the government and made false certifications.

According to the report, the action stopped by the bankruptcy
court in Delaware involved what's known as a qui tam suit, where
an individual sues on behalf of the government alleging claims
under the False Claims Act.  The government declined to
participate in this particular case, which was scheduled for trial
in June.  The suit was automatically halted against Liberty as a
result of the company's Chapter 11 filing in mid-February.  The
suit wasn't automatically stopped against other defendants, such
as a shareholder, present and former officers, and former owners.

At Liberty Medical's request, the bankruptcy court held a hearing
on May 10 and signed an order "extending" the automatic stay in
bankruptcy to stop proceedings in the district court qui tam suit.
The order by U.S. Bankruptcy Judge Peter J. Walsh will freeze the
suit until Liberty Medical has a Chapter 11 plan implemented.

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst &
Young LLP to provide investment banking advice; and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent for the
Clerk of the Bankruptcy Court.


LODGE PARTNERS: Lodge on the Desert Files After Failed Sale
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lodge Partners LLC, owner of the Lodge on the Desert
Hotel & Restaurant, a 103-room hotel in Tucson , Arizona, filed a
petition for Chapter 11 protection (Bankr. D. Ariz. Case No.
13-bk-07952) on May 12 in the hometown, listing assets worth less
than $10 million and liabilities exceeding $10 million.

The hotel was expanded from 34 rooms to 103 in a project that
began in early 2008. A fire destroyed the kitchen in early 2010.
The outdoor dining venue accommodates as many as 175 guests.

Secured lender Wells Fargo Bank NA agreed to a sale for
$8.2 million.  The sale fell through, according to the report.


LOTHIAN OIL: 5th Cir. Affirms Injunction Over State Court Actions
-----------------------------------------------------------------
The Anti-Lothian Bankruptcy Fraud Committee, Israel Grossman, and
other individuals and entities challenge a bankruptcy court's
order enjoining their prosecutions of two state-court actions.
The bankruptcy court reasoned that the state-court actions
violated the plan injunction in the bankruptcy proceeding of
Lothian Oil, Inc. and its related corporate entities.  The
bankruptcy court later entered a contempt judgment against the
Fraud Committee et al. after finding that they had failed to
comply with the court's injunction order. On appeal, the district
court affirmed the injunction relating to the later of the two
state-court actions, reversed the injunction relating to the
earlier one, and reversed the contempt judgment.

The Fraud Committee et al. appeal the district court's affirmance
of the injunction of the later state-court action.

Belridge Group and the Lothian debtors appeal the reversal of the
injunction of the earlier state-court action and the reversal of
the contempt judgment.

In a May 8, 2013 decision available at http://is.gd/HCJET6from
Leagle.com, the U.S. Court of Appeals for the Fifth Circuit found
that the bankruptcy court did not err in enjoining both state-
court actions and imposing sanctions.  Accordingly, the Appeals
Court affirmed, in part, and reversed, in part, the district
court's decision.  The Appeals Court remanded the matter with
instructions to clarify whether an isolated claim in the earlier
state-court action can proceed.

The case is, ISRAEL GROSSMAN; LOTHIAN CASSIDY, L.L.C.; SHOSHANA
TRUST; ANNA MEISHER PENSION PLAN; YG TRUST; ET AL., Appellants
Cross-Appellees, v. THE BELRIDGE GROUP, Consisting of: Peninsula
Fund, L.P.; Peninsula Catalyst Fund, L.P., Peninsula Catalyst Fund
(QP), L.P.; JVL Global Energy, L.P.; JVL Global Energy, (QP),
L.P., Belridge Energy Advisors, L.P.; Navitas Fund, L.P.; and Paul
B. Lloyd, Jr.; Michael Raleigh; Nawab Energy Partners, L.P.;
LOTHIAN OIL, INC.; LOTHIAN OIL (USA) INC.; LOTHIAN OIL TEXAS I,
INC.; LOTHIAN OIL TEXAS II, INC.; LOTHIAN OIL INVESTMENTS I, INC.;
LOTHIAN OIL INVESTMENTS II, INC.; LEAD I JVGP, INC., Appellees
Cross-Appellants; and ANTI LOTHIAN BANKRUPTCY FRAUD COMMITTEE; ET
AL., Appellants Cross-Appellees, v. LOTHIAN OIL INC., Appellee
Cross-Appellant, No. 11-51073 (5th Cir.).

                         About Lothian Oil

Based in Midland, Texas, Lothian Oil Inc. was a privately
owned oil and gas company.  Lothian and six affiliates filed for
chapter 11 protection (Bankr. W.D. Tex. Case No. 07-70121) on
June 13, 2007.  The Debtors were represented by lawyers at Haynes
and Boone, LLP.  When Lothian sought bankruptcy, it listed assets
and debts between $1 million to $100 million.  On June 27, 2008,
the bankruptcy court confirmed a plan of liquidation.


MC INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: MC International, Inc.
        dba Food Valu
        7927 Ritchie Highway
        Glen Burnie, MD 21061

Bankruptcy Case No.: 13-18113

Chapter 11 Petition Date: May 8, 2013

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Michael Stephen Myers, Esq.
                  SCARLETT & CROLL, P.A.
                  201 North Charles Street, Suite 600
                  Baltimore, MD 21201
                  Tel: (410) 468-3100
                  E-mail: mmyers@scarlettcroll.com

Scheduled Assets: $192,110

Scheduled Liabilities: $1,550,755

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/mdb13-18113.pdf

The petition was signed by Michael Cha.


MCCLATCHY COMPANY: Files Form 10-Q, Incurs $12.7MM Loss in Q1
-------------------------------------------------------------
The McClatchy Company filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $12.74 million on $295.11 million of net revenues for the three
months ended March 31, 2013, as compared with a net loss of $2.08
million on $306.68 million of net revenues for the three months
ended March 25, 2012.

The Company's balance sheet at March 31, 2013, showed
$2.84 billion in total assets, $2.81 billion in total liabilities,
and $32.83 million in stockholders' equity.

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

                        http://is.gd/cDB9xm

                    About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The McClatchy incurred a net loss of $144,000 in 2012, as compared
with net income of $54.38 million in 2011.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


MCCLATCHY COMPANY: BlackRock Reports 10.3% Class A Shares
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
April 30, 2013, it beneficially owned 6,358,615 shares of
Class A common stock McClatchy Company representing 10.29 percent
of the shares outstanding.  BlackRock previously reported
beneficial ownership of 3,315,525 Class A common shares as of
Dec. 31, 2012.  A copy of the amended filing is available at:

                        http://is.gd/6tJ8sa

                    About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The McClatchy incurred a net loss of $144,000 in 2012, as compared
with net income of $54.38 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $2.84 billion in total assets,
$2.81 billion in total liabilities and $32.83 million in
stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


MEDIA GENERAL: Incurs $17.7 Million Net Loss in First Quarter
-------------------------------------------------------------
Media General, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $17.69 million on $73.93 million of station revenue (less
agency commissions) for the three months ended March 31, 2013, as
compared with a net loss of $34.42 million on $74.21 million of
station revenue (less agency commissions) for the three months
ended March 25, 2012.

The Company's balance sheet at March 31, 2013, showed
$734.70 million in total assets, $926.43 million in total
liabilities, and a $191.73 million total stockholders' deficit.

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

                        http://is.gd/MZBTVg

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

The Company incurred a net loss of $193.41 million in for the year
ended Dec. 31, 2012, a net loss of $74.32 million for the year
ended Dec. 25, 2011, and a net loss of $22.63 million for the
fiscal year ended Dec. 26, 2010.

                           *     *     *

As reported by the Troubled Company Reporter on April 12, 2012,
Moody's Investors Service downgraded, among other things, Media
General's Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to Caa1 from B3, concluding the review for downgrade
initiated on Feb. 13, 2012.  The downgrade reflects the
significant increase in interest expense associated with the
company's credit facility amend and extend transaction and an
assumed issuance of at least $225 million of new notes, which will
result in limited free cash flow generation and constrain Media
General's capacity to reduce its very high leverage.  The weak
free cash flow and high leverage create vulnerability to changes
in the company's highly cyclical revenue and EBITDA generation.

In the Oct. 10, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its rating on Richmond, Va.-based Media
General Inc. to 'B-' from 'CCC+' and removed it from CreditWatch,
where it was placed with positive implications on May 18, 2012.

"The corporate credit rating on Media General is based on our
expectation that the company will be able to maintain adequate
liquidity despite its very high leverage," noted Standard & Poor's
credit analyst Jeanne Shoesmith.


MISSION NEW ENERGY: SLW Held 83.8% Shares as of April 17
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, SLW International, LLC, and Stephen L. Way
disclosed that, as of April 17, 2013, they beneficially owned
55,127,081 ordinary shares of Mission New Energy Limited
representing 83.8% of the shares outstanding.

On Feb. 22, 2013, SLWI entered into a Loan Facility Agreement with
the Company, pursuant to which SLWI has agreed to lend the Company
up to an aggregate $5,000,000 for working capital purposes during
the 24-month term of the Loan Agreement.  In consideration of the
lending commitment under the Loan Agreement, SLWI will receive a
fee equal to the greater of 25 percent of the greatest principal
balance of the note issued under the Loan Agreement or $1,000,000.
Advances under the Loan Agreement are to be made by SLWI to the
Company upon request from time to time in amounts of at least
$200,000 and subject to the satisfaction of various conditions
specified in the Loan Agreement.

On April 17, 2013, SLWI and the Company entered into an amendment
to the Loan Agreement whereby SLWI provided conditional consent to
the Company's prospective sale of a biodiesel refinery in
Malaysia, subject to certain terms and conditions.  Under that
amendment, SLWI and the Company agreed that the lending commitment
under the Loan Agreement would not be reduced by the proceeds of
the prospective sale of the subject refinery and that a fee of
$1,000,000 together with all outstanding advances under the Loan
Agreement would be paid to SLWI concurrently with the consummation
of the prospective asset sale.

On April 17, 2013, SLWI and the other holders of the Series 3
Notes provided a conditional waiver letter to the Company
concerning the prospective sale of the Malaysian refinery subject
to the terms and conditions, including the redemption of
A$7,500,000 in face value of the Series 3 Notes to the noteholders
pro-rata in accordance with their holdings.  In addition, on
April 17, 2013, SLWI and the other holders of the Series 3 Notes
entered into a letter agreement containing, among other things, an
agreement regarding access to information concerning the
transactions described therein and a mutual release.

A copy of the regulatory filing is available for free at:

                        http://is.gd/dOXEVD

                      About Mission New Energy

Based in Subiaco, Western Australia, Mission New Energy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

Grant Thornton Audit Pty Ltd, in Perth, Australia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred operating cash outflows of A$4.9 million during the year
ended June 30, 2012, and, as of that date, the consolidated
entity's total liabilities exceeded its total assets by
A$24.4 million.

The Company's consolidated balance sheet at Dec. 31, 2012, showed
$7.05 million in total assets, $27.29 million in total liabilities
and a $20.24 million net deficit.


MERRIMACK PHARMACEUTICALS: Incurs $28.3 Million Net Loss in Q1
--------------------------------------------------------------
Merrimack Pharmaceuticals, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $28.32 million on $14.65 million of
collaboration revenues for the three months ended March 31, 2013,
as compared with a net loss of $23.40 million on $11.34 million of
collaboration revenues for the three months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed
$127.32 million in total assets, $159.46 million in total
liabilities, a $32.06 million total stockholders' deficit, and a
$73,000 non-controlling deficit.

"We continue to execute on the advancement of our pipeline to
address large unmet needs in the treatment of cancer," said Robert
Mulroy, president and CEO of Merrimack.  "We look forward to the
second half of 2013 when we expect to report on the Phase 3 trial
of MM-398 in second line pancreatic cancer and a number of Phase 2
results from MM-121 in breast, ovarian and non-small cell lung
cancers."

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

                        http://is.gd/GsPzdB

                          About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack Pharmaceuticals disclosed a net loss of $91.75 million
in 2012, following a net loss of $79.67 million in 2011.  The
Company incurred a $50.15 million net loss in 2010.


MERCER INTERNATIONAL: S&P Lowers CCR to 'B'; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Washington-based pulp manufacturer
Mercer International Inc. to 'B' from 'B+'.  The outlook is
stable.

Standard & Poor's also lowered its issue-level rating on Mercer's
senior unsecured notes to 'B' from 'B+'.  The '3' recovery rating
on the notes is unchanged, indicating S&P's expectation of
meaningful (50%-70%) recovery in the event of default.

"We base the downgrade on our expectation that Mercer's credit
metrics will be weaker than previously forecast through 2013 and
early 2014," said Standard & Poor's credit analyst Jamie
Koutsoukis.  S&P expects an adjusted debt to EBITDA between 4x-6x
and funds from operations (FFO) to debt between 10%-14%.

"The company's credit metrics can meaningfully vary dependent on
pulp prices, and we expect a slow recovery of pulp prices in the
next year," Ms. Koutsoukis added.

The ratings on Mercer reflect what Standard & Poor's views as the
company's "vulnerable" business risk profile and "aggressive"
financial risk profile (as S&P's criteria define the terms).  The
ratings incorporate S&P's view of the company's limited product
and asset diversity, significant earnings volatility for its
single product, and exposure to changes in foreign exchange rates.
These weaknesses are somewhat offset by what S&P views as its low
cost operations, good market position in the northern bleached
softwood kraft (NBSK) pulp industry, and a stable revenue base
from electricity generated as a byproduct in pulp production.

Through its Germany-based Rosenthal and B.C.-based Celgar
facilities, Mercer produces NBSK pulp.  These two subsidiaries are
restricted by the terms of the company's senior unsecured note
indenture.  As a result, Standard & Poor's bases its assessment of
the company's credit risk on the business risk and financial risk
profiles of the restricted group only.

The stable outlook reflects S&P's expectation that Mercer's credit
metrics will modestly improve through 2013 as pulp prices slowly
recover from the cyclical ows reached in 2012.  S&P expects
liquidity to remain adequate and that the company will be able to
meet its near-term funding requirements.  In addition, the outlook
incorporates S&P's belief that energy revenues generated as a
byproduct of the company's pulp operations provide a stable
revenue base that protects Mercer's downside exposure when pulp
prices are low.

Although unlikely given S&P's view on the downside protection
afforded by the company's electricity revenues, it could lower the
ratings on Mercer if realized pulp prices decline to a level that
results in the company selling pulp at or less than costs, only to
generate EBITDA from electricity, or if liquidity falls below
EUR50 million.

Conversely, S&P could upgrade Mercer if it reduces its leverage to
below 3.5x on a sustained basis through debt repayments, or if it
invests in assets that add product diversity and stability to
earnings.


MICROVISION INC: Incurs $3.7-Mil. Net Loss in 1st Quarter
---------------------------------------------------------
MicroVision, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $3.7 million on $1.8 million of revenue
for the three months ended March 31, 2013, compared with a net
loss of $9.8 million on $1.7 million of revenue for the three
months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $8.7 million
in total assets, $6.9 million in total liabilities, and
stockholders' equity of $1.8 million.

The Company has incurred significant losses since inception.  "We
have funded operations to date primarily through the sale of
common stock, convertible preferred stock, warrants, the issuance
of convertible debt and, to a lesser extent, from contract
revenues, collaborative research and development agreements and
product sales.  At March 31, 2013, we had $3.3 million in cash and
cash equivalents and a working capital deficit of $1.2 million."

Moss Adams LLP, in Seattle, Washington, expressed substantial
doubt about MicroVision, Inc.'s ability to continue as a going
concern, following their audit of the Company's financial
statements for the year ended Dec. 31, 2012, citing the Company's
recurring losses from operations and net capital deficiency.

A copy of the Form 10-Q is available at http://is.gd/1xI2UK

Redmond, Washington-based MicroVision, Inc., is developing its
proprietary PicoP(R) display technology, which can be used by its
customers to create high-resolution miniature laser display and
imaging engines.


MOBIVITY HOLDINGS: Extends Maturity of Bridge Notes to Oct. 15
--------------------------------------------------------------
Mobivity Holdings Corp. amended its 10 percent Senior Secured
Convertible Bridge Notes due April 15, 2013.  Pursuant to the
amendment, the maturity date of the Notes has been extended from
April 15, 2013, to Oct. 15, 2013.  The amendment was executed by
the Company and the holders of Notes in the aggregate principal
amount of $3,645,648, representing 76 percent of the aggregate
principal amount of all outstanding Notes.  Pursuant to the terms
of the Notes, the maturity date of all of the Notes can be
extended upon the consent of the holders of 70 percent or more of
the principal amount outstanding under all of the Notes.  As of
May 9, 2013, the aggregate principal amount of the outstanding
Notes is $4,784,720.

Pursuant to the amendment, and in consideration of the extension
of the maturity date, the Notes now provide for repayment of
principal and interest either (i) in cash, or (ii) at the option
of the Holder, in whole or in part, in securities to be issued by
Borrower in the Financing at the lower of (a) the same price paid
for those securities by other investors investing in the Financing
or (b) $.25 per share (subject to adjustment in the event of a
stock split, reclassification or the like).

                     About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings disclosed a net loss of $7.33 million in 2012,
as compared with a net loss of $16.31 million in 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $3.35 million
in total assets, $9.74 million in total liabilities and a $6.39
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, citing recurring operating losses and
negative cash flows from operations and dependence on additional
financing to fund operations which raise substantial doubt about
the Company's ability to continue as a going concern.

                        Bankruptcy Warning

"The outstanding principal on our bridge notes totals $4,342,418
at December 31, 2012, and the entire principal and accrued
interest at 10% annually are due April 15, 2013.  As of the date
of this report, we do not have the ability repay the bridge notes,
there is no certainty that we will have the liquidity necessary to
settle the bridge notes including accrued interest at the maturity
date, nor is it certain that the bridge lenders will agree to an
extension of the maturity date or an accommodation favorable to
us.  Our obligations under the bridge notes are secured by all of
our assets.  If we are unable to repay or refinance our
obligations under those notes by April 15, 2013, the holders of
the notes will have the right to foreclose on their security
interests and seize our assets.  To avoid such an event, we may be
forced to seek bankruptcy protection, however a bankruptcy filing
would, in all likelihood, materially adversely affect our ability
to continue our current level of operations.  In the event we are
not able to refinance or repay the notes, but negotiate for a
further extension of the maturity date of the notes, we may be
required to pay significant extension fees in cash of shares of
our equity securities or otherwise make other forms of concessions
that may adversely impact the interests of our common
stockholders."


MUD KING: Court Rules on Stay Over National Oilwell Varco Suit
--------------------------------------------------------------
NATIONAL OILWELL VARCO, L.P., Plaintiff, v. MUD KING PRODUCTS,
INC., et al., Defendants, Civil Case No. 4:12-3120 (S.D. Tex.),
originally asserted claims based on allegations that Mud King
Products Inc.'s President, Nigel Brassington, and Mud King Quality
Control Manager, Freddy Rubiano, had paid an NOV employee cash to
access, print, and deliver certain proprietary NOV engineering
blueprints for oil field services equipment parts.  In amended
pleadings, NOV named numerous other defendants that it alleged
were involved in the theft of NOV's drawings.  NOV now sues
several Mud King employees, including Nigel Brassington, a Mud
King Director, Freddy Rubiano, Gary Clayton, Sean Cougot and
Martin Rodriguez -- the "Individual Mud King Defendants").
Additionally, NOV asserts claims against Don Humiston, a former
Mud King employee whose electronic devices contained numerous NOV
blueprints and who apparently brought the matter to NOV's
attention.

NOV also has asserted claims against entities involved in
manufacturing parts from the stolen drawings, specifically, Oilman
Group Co., Ltd., Wellhead Solutions, Inc., and Dezhou L & A
Petroleum Machinery Co., Ltd. -- the "Manufacturing Defendants" --
as well as against SMC, Inc. and Larry Murray -- the "SMC
Defendants -- who allegedly provided NOV's proprietary drawings to
Mud King in exchange for payments.

The case originally was filed in state court. Mud King timely
removed this matter to the District Court.

NOV has obtained injunctive relief against each of the defendants
prohibiting, inter alia, use of NOV's drawings. NOV states that
its two "primary goals" of this litigation are "to discover from
where the defendants obtained NOV's proprietary information" and
"to discover to whom the defendants have disseminated NOV's
proprietary information." NOV obtained nearly 20 terabytes of data
from Mud King's computers, through an authorized imaging process.

Mud King filed Chapter 11 bankruptcy on April 5, 2013, the day
before the deposition of Mud King's corporate representative was
scheduled to take place. Mud King in its bankruptcy petition lists
assets of $10 million to $50 million and liabilities of $1 million
to $10 million.

Several days before Mud King filed bankruptcy, the company amended
its corporate bylaws to retroactively indemnify its employees.
Mud King thereby increased its own potential liabilities. NOV
states that it will challenge Mud King's petition as a bad faith
filing in the bankruptcy proceeding.

NOV has asserted numerous claims: misappropriation of trade
Secrets (asserted against all Defendants); conversion (asserted
against all Defendants); computer fraud and abuse (asserted
against Mud King, Brassington, and Rubiano); theft under Chapter
134 of the Texas Civil Practice and Remedies Code (asserted
against all Defendants); conspiracy to misappropriate trade
secrets, convert NOV's property, and to commit theft under Chapter
134 of the Texas Civil Practice and Remedies Code (asserted
against the Mud King Defendants and Dezhou); conspiracy to
misappropriate trade secrets, convert NOV's property, and to
commit theft under Chapter 134 of the Texas Civil Practice and
Remedies Code (asserted against the Mud King Defendants, Oilman
and Wellhead); conspiracy to misappropriate trade secrets, convert
NOV's property, to commit theft under Chapter 134 of the Texas
Civil Practice and Remedies Code, and to breach Liliana
Arredondo's fiduciary duties (asserted against the Mud King
Defendants vis-a-vis Liliana Arredondo); aiding and abetting
(asserted against the Mud King Defendants vis-a-vis Liliana
Arredondo); unjust enrichment (asserted against all Defendants);
conspiracy to misappropriate trade secrets, convert NOV's
property, and to commit theft under Chapter 134 of the Texas Civil
Practice and Remedies Code (asserted against the Mud King
Defendants and SMC Defendants); and breach of contract (asserted
against SMC).

Recognizing the imposition of the automatic stay, 11 U.S.C. Sec.
362(a), as to debtor Mud King, the District Court requested that
all parties in this trade secret misappropriation case submit
statements of their positions on whether the civil action should
be stayed in its entirety pending the conclusion of Mud King's
bankruptcy proceeding or should proceed against the remaining
defendants.

NOV contends that there is "no legal justification for staying the
prosecution of NOV's claims" against the non-debtor Defendants.
The remaining defendants seek extension of the automatic stay to
cover them.

In a May 9, 2013 Memorandum and Order available at
http://is.gd/MJ3oBOfrom Leagle.com, District Judge Nancy F. Atlas
ruled that:

     -- the automatic stay that covers Mud King is temporarily
extended to Defendants Brassington, Rubiano, Clayton, Cougot and
Rodriguez pending the Bankruptcy Court's determination of the
legal viability of the indemnity obligations of Mud King to these
individuals. The Court also exercises its discretion to stay the
pending proceedings to permit the inquiries noted;

     -- the automatic stay is not extended to Defendants Humiston,
SMC and Murray. The Court declines to exercise its discretion to
stay this action as to these Defendants, and orders the parties to
stage discovery to first focus on NOV's claims against these
Defendants, while the scope of the Sec. 365 stay is clarified
regarding the Debtor and Individual Mud King Defendants; and

     -- there is no stay of the civil case as to the Manufacturing
Defendants and any other named Defendants who have not appeared.

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor estimated assets
of at least $10 million and debts of at least $1 million.  Hoover
Slovacek, LLP, serves as the Debtor's counsel.  Judge Karen K.
Brown presides over the case.


MUSCLEPHARM CORP: Post-Effective Amendment to 166,377 Prospectus
----------------------------------------------------------------
Musclepharm Corporation filed with the U.S. Securities and
Exchange Commission a post-effective amendment to the Registration
Statement on Form S-1 which was declared effective by the SEC on
Sept. 17, 2012.

The prospectus relates to the resale of 166,377 shares of the
Company's common stock, par value $0.001 per share, by Iconic
Hospitality, Ltd., Village Square S.C., LLC, Village Square S.C.,
LLC, et al., including:

   (i) 51,471 shares underlying warrants held by certain
       shareholders who purchased common stock purchase warrants
       in private transactions;

  (ii) 3,471 shares underlying warrants issued to consultants for
       services rendered pursuant to consulting agreements;

(iii) 55,400 shares of common stock issued to former warrant
       holders in exchange for the cancellation of previously
       outstanding warrants; and

  (iv) 56,035 shares of common stock issued to certain investors
       in private placement transactions.

All share amounts and per share amounts reflect the 1-for-850
reverse stock split of the Company's common stock that the Company
effected on Nov. 26, 2012.

The Company is not selling any shares of common stock in this
offering and, as a result, will not receive any proceeds from this
offering.

The Company's common stock is quoted on the OTCBB under the symbol
"MSLP.OB."  On May 7, 2013, the closing bid price of the Company's
common stock was $10.20 per share.

A copy of the Amended Prospectus is available for free at:

                        http://is.gd/w0tTi5

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $7.81 million in total
assets, $15.10 million in total liabilities, and a $7.29 million
total stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NAT'L PUBLIC FINANCE: S&P Ups Counterparty Credit Rating From 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
financial strength rating on National Public Finance Guarantee
Corp. (National) to 'A' from 'BBB' and removed it from
CreditWatch, where S&P placed it with positive implications on
May 8, 2013.  At the same time, S&P raised the counterparty credit
rating on MBIA Inc. to 'BBB' from 'B-' and removed it from
CreditWatch, where it placed it with positive implications on
May 8, 2013.  The outlook on both companies is stable.

"The rating on National reflects our view that MBIA Corp. no
longer acts as an anchor on the National rating following the
settlement with Societe Generale that ends litigation challenging
National's split from MBIA Corp. in 2009," said Standard & Poor's
credit analyst David Veno.  "It also reflects the company's stable
and strong earnings and low potential for stressed losses given
the risk profile of the insured portfolio.  Minimal volatility in
the insured portfolio reflects a history of strong underwriting.
Prospectively, National compares favorably with competitors as a
result of its distribution channels, customer relationships, and
management's underwriting expertise.  The company's current
inactive state is an offsetting factor--since it's not writing new
business.  In addition, its liquidity is weakened by low cash-flow
generation that depends predominantly on investment income."

"Our rating on MBIA Inc. reflects our view that National is its
principal source of debt-servicing and holding company expense
needs, and follows standard holding company notching criteria.  We
expect MBIA Inc.'s cash and short-term investments to cover these
obligations through 2014--an important factor for the rating.  The
continued estimated tax escrow release in January 2014 and 2015
related to the tax-sharing agreement and National's expected
ability to pay dividends also support MBIA Inc.'s liquidity," S&P
said.

"The outlook on National is stable based on our expectation that
the company could begin writing business, gain market acceptance,
and show favorable competitive characteristics.  We expect
National's operating performance to remain a rating strength as it
writes new business and historic underwriting standards are
maintained.  We expect the company to invest proceeds from the
repayment of the intercompany loan in liquid assets, improving its
investment portfolio diversification.  If the company does not
meet our expectations, we could lower the rating, or if it
exhibits sustainable competitive advantages, we could raise the
rating," S&P added.

"The stable outlook on MBIA Inc. reflects our view that the
company's liquidity is adequate to meet its debt-servicing and
holding company expenses," Mr. Veno continued.  "It also reflects
our view that the company will continue to benefit from the
estimated tax escrow releases in 2014 and 2015 related to the tax-
sharing agreement.  We also expect that National will be able to
upstream dividends beginning in 2013."


NEENAH PAPER: Moody's Hikes CFR to Ba2 & Rates Unsec. Notes Ba3
---------------------------------------------------------------
Moody's Investors Service upgraded Neenah Paper Inc.'s Corporate
Family Rating to Ba2 from Ba3, and assigned a Ba3 rating to the
company's proposed $175 million of Senior Unsecured Notes due
2021. Proceeds will be used to refinance the remaining $90 million
7.375% Senior Unsecured Notes due 2014, repay borrowings under the
asset-based revolving credit facility, pay transaction-related
fees and expenses, and add cash to the company's balance sheet.
The rating outlook is stable.

"Capital structure uncertainty has constrained Neenah's rating
despite an improved business model and strengthening credit
measures. The upgrade reflects the elimination of that
uncertainty, and balances the company's investment grade credit
measures with a relatively concentrated business profile compared
to rated peers," said Ben Nelson, Moody's lead analyst for Neenah
Paper Inc.

Issuer: Neenah Paper, Inc.

Corporate Family Rating, Upgraded to Ba2 from Ba3

Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD

$175 million Senior Unsecured Notes due 2021, Assigned Ba3 (LGD5
73%)

Speculative Grade Liquidity Rating, Affirmed SGL-2

Outlook, Stable

The assigned ratings are subject to Moody's review of final terms
and conditions of the proposed refinancing transaction. The rating
on the existing senior unsecured notes due 2014 is expected to be
withdrawn following full repayment with the refinancing proceeds.

Ratings Rationale:

The Ba2 CFR considers strong brand recognition, improved operating
rates and profitability in the fine paper business, good long-term
growth potential in the technical products business, strong credit
measures for the rating category, and a good liquidity position.
These positive factors help offset concerns related to limited
scale and diversification relative to peers, exposure to cyclical
inputs and end markets, and expectations for continued secular
contraction in demand for printing and writing papers.

Moody's estimates adjusted leverage in the low 2 times and
interest coverage over 7 times EBITDA/Interest on a pro forma
basis for the refinancing transaction. The Ba2 CFR assumes that
the company will maintain strong normalized credit measures for
the rating category including adjusted financial leverage below 3
times Debt/EBITDA, interest coverage above 4.5 times
EBITDA/Interest, and retained cash flow above 15% of debt. The
rating incorporates tolerance for a temporary increase in leverage
outside this range to fund a strategic acquisition as long as the
company maintains a good liquidity position and Moody's expects
credit measures to return to appropriate levels within a one year
horizon.

The stable rating outlook assumes that Neenah will be able to
withstand economic weakness in Europe, manage successfully
fluctuations in input costs, and maintain a good liquidity
position. Upward rating momentum is unlikely in the near-term due
to the company's limited scale and diversification. Moody's could
downgrade the rating with expectations for adjusted leverage
sustained above 3 times, interest coverage sustained below 4.5
times, or substantive deterioration in liquidity.

The principal methodology used in this rating was the Global Paper
and Forest Products Industry published in September 2009. Other
Methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Neenah Paper, Inc. produces premium papers and specialty products.
The fine paper business accounts for about half of consolidated
sales and produces premium writing, text, cover, and specialty
papers used for corporate annual reports, corporate identity
packages, invitations, personal stationery, and high-end
packaging. The technical products business manufactures automotive
filters, saturated and coated base papers, and a variety of non-
woven wall coverings. Based in Alpharetta, Ga., and with
operations in the U.S. and Germany, the company reported revenues
of over $800 million for the twelve months ended March 31, 2013.


NEENAH PAPER: S&P Affirms 'BB-' CCR & Rates $175MM Notes 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
long-term corporate credit rating on Alpharetta, Ga.-based Neenah
Paper Inc.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'BB-' issue-level
rating and '3' recovery rating to Neenah Paper's proposed
$175 million senior unsecured notes due 2021.  The '3' recovery
rating reflects S&P's expectations of a meaningful (50% to 70%)
recovery in a default scenario.

"The ratings affirmation reflects our view that the proposed
refinancing extends Neenah Paper's maturity profile and will
result in a very modest increase in forecasted leverage to 2.4x to
2.5x in 2013 from about 2x prior to the transaction.  We believe
that the proposed refinancing provides Neenah Paper with the
financial flexibility to pursue acquisitions, withstand our
forecasted mid-single-digit percentage declines in demand for its
fine paper, and fund its capital requirements over the next two
years.  As a result, we have revised Neenah Paper's financial risk
profile to "intermediate" from "significant". Despite the improved
financial risk assessment, the company's business risk profile
remains "weak" and a key consideration in the affirmation of our
'BB-'rating," S&P said.

The stable rating outlook on Neenah Paper reflects Standard &
Poor's view that the company's moderate debt level following the
proposed refinancing will provide it with the financial
flexibility to withstand declines in fine paper demand and pursue
acquisitions over the near to intermediate term.  Pro forma for
the refinancing, leverage is likely to be about 2.4x to 2.5x in
2013-2014, or comfortably within the range consistent with the
'BB-' rating.

At this time, S&P considers a downgrade to be unlikely based on
its view of the company's "intermediate" financial risk profile
and its belief that a financial cushion exists at the 'BB-' rating
to absorb deterioration in operating performance resulting from
factors such as weaker-than-expected overall economic conditions
or an increase in pulp input costs.  S&P would consider a lower
rating if it appears that the company were to maintain debt to
EBITDA at 5x or above--which could occur if EBITDA were to decline
by more than 50% from our 2013 forecast.

S&P also considers an upgrade unlikely in the next 12 months,
given Neenah Paper's "weak" business risk profile, which
incorporates S&P's expectation of declining demand for the
company's fine paper products as customers shift to electronic
content.

Neenah Paper is a modest-size paper producer focused on niche fine
paper markets and technical products.  S&P believes the company's
fine paper products (which accounted for 46% of 2012 net sales)
are in a secular decline, reflecting consumption shifts from
printed to electronic sources.


NEW MEATCO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: New Meatco Provisions, LLC
          dba King Seafood
        2652 Long Beach Avenue
        Los Angeles, CA 90058

Bankruptcy Case No.: 13-22155

Chapter 11 Petition Date: May 8, 2013

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Mette H. Kurth, Esq.
                  ARENT FOX LLP
                  555 W Fifth St., 48th Flr.
                  Los Angeles, CA 90013
                  Tel: (213) 629-7400
                  Fax: (213) 629-7401
                  E-mail: kurth.mette@arentfox.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/cacb13-22155.pdf

The petition was signed by Daniel Scouler, chief restructuring
officer.


NORD RESOURCES: Incurs $2.1 Million Net Loss in First Quarter
-------------------------------------------------------------
Nord Resources Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.15 million on $1.71 million of net sales for the
three months ended March 31, 2013, as compared with a net loss of
$2.50 million on $2.37 million of net sales for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed $50.09
million in total assets, $70.20 million in total liabilities and a
$20.10 million total stockholders' deficit.

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

                        http://is.gd/783zSR

                        About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore in February 2009.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

Nord Resources disclosed a net loss of $10.25 million on $8.14
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $10.31 million on $14.48 million of net sales
in 2011.

"The results for 2012 continued to reflect the effects of the
measures that Nord implemented beginning in July 2010 to reduce
our costs, maximize cash flow, and improve operating
efficiencies," said Wayne Morrison, chief executive and chief
financial officer.

Mayer Hoffman McCann P.C., in Denver, Colorado, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company reported net losses of ($10,254,344) and
($10,316,294) during the years ended Dec. 31, 2012, and 2011,
respectively.  In addition, as of Dec. 31, 2012 and 2011, the
Company reported a deficit in net working capital of ($57,999,677)
and ($51,783,180), respectively.  The Company's significant
historical operating losses, lack of liquidity, and inability to
make the requisite principal and interest payments due under the
terms of the Amended and Restated Credit Agreement with its senior
lender raise substantial doubt about its ability to continue as a
going concern.

                        Bankruptcy Warning

"The Company's continuation as a going concern is dependent upon
its ability to refinance the obligations under the Credit
Agreement with Nedbank, the Copper Hedge Agreement with Nedbank
Capital, and the note payable with Fisher, thereby curing the
current state of default under the respective agreements.  Any
actions by Nedbank, Nedbank Capital or Fisher Industries to
enforce their respective rights could force us into bankruptcy or
liquidation."


NORTHCORE TECHNOLOGIES: Appoints Interim Chief Financial Officer
----------------------------------------------------------------
Northcore Technologies Inc. has appointed Christopher Bulger to
the role of Interim Chief Financial Officer.

Mr. Bulger will be replacing outgoing CFO Tam Nguyen.  Mr. Bulger
is a long time director of Northcore and has led a number of key
corporate initiatives such as the acquisition of Envision Online
Media Inc.

"The team would like to thank Tam for his significant
contributions to the operations of the company during his tenure
as CFO.  We all wish him well in his future endeavors," said Jim
Moskos, Interim CEO of Northcore Technologies.  "We also
appreciate Chris increasing his role in the company as Interim
CFO."

                    About Northcore Technologies

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a loss and comprehensive loss of
C$3.93 million in 2011, compared with a loss and comprehensive
loss of C$3.03 million in 2010.

The Company's balance sheet at March 31, 2013, showed C$2.63
million in total assets, C$1.17 million in total liabilities and
$1.46 million in total shareholders' equity.


OMNICOMM SYSTEMS: Incurs $4.5 Million Net Loss in First Quarter
---------------------------------------------------------------
OmniComm Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $4.54 million on $3.74 million of total revenues for
the three months ended March 31, 2013, as compared with a net loss
of $3.37 million on $3.76 million of total revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2013, showed
$3.12 million in total assets, $36.41 million in total
liabilities, and a $33.29 million total shareholders' deficit.

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

                       http://is.gd/7AVCWK

                      About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare
technology company that provides Web-based electronic data capture
("EDC") solutions and related value-added services to
pharmaceutical and biotech companies, clinical research
organizations, and other clinical trial sponsors principally
located in the United States and Europe.

OmniComm Systems disclosed a net loss of $7.83 million in 2012, as
compared with a net loss of $3.52 million in 2011.

Liggett, Vogt & Webb, P.A., in Boynton Beach, 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 attributable to
common shareholders of $8,062,487, a negative cash flow from
operations of $173,912, a working capital deficiency of
$13,382,871 and a stockholders' deficit of $28,973,300.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


OPTIMAL MEDICAL: Case Summary & 3 Unsecured Creditors
-----------------------------------------------------
Debtor: Optimal Medical Offices, LLC
        7379 Greenbush Ave
        North Hollywood, CA 91605

Bankruptcy Case No.: 13-13178

Chapter 11 Petition Date: May 8, 2013

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

Debtor's Counsel: Kent Salveson, Esq.
                  28391 Avenida La Mancha
                  San Juan Capistrano, CA 92675
                  Tel: (949) 291-7393
                  Fax: (949) 248-1199
                  E-mail: kent@eexcel.com

Scheduled Assets: $2,100,000

Scheduled Liabilities: $1,581,000

A copy of the Company's list of its three largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/cacb13-13178.pdf

The petition was signed by Gary Pietruszka, managing member.


ORCHARDS LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Orchards LLC
        415 W. 11 Mile Road
        Madison Heights, MI 48071

Bankruptcy Case No.: 13-49401

Chapter 11 Petition Date: May 8, 2013

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Lawrence Howard, manager.

Related entities that previously sought Chapter 11 protection:

                                      Petition
   Debtor                   Case No.     Date
   ------                   --------     ----
Shakib E. Halabu            08-52983   05/29/08
Shamil E. Halabu            08-52985   05/29/08
Shawqi E. Halabu            11-41582   01/21/11


OZBURN-HESSEY: S&P Assigns 'B-' Rating to New $320MM Debt
---------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B-'
corporate credit rating on Ozburn-Hessey Holding Co. LLC.  The
outlook is stable.  S&P also assigned a 'B-' issue rating to the
company's new credit facility, which consists of a $50 million
revolving credit facility and a $270 million Term Loan B.  The
recovery rating on the new facility is '4', indicating S&P's
expectation that lenders would receive average recovery (30%-50%)
in the event of a payment default.  S&P will withdraw ratings on
the existing credit facility upon completion of the new facility.

"Our ratings on Ozburn-Hessey reflect its improved operating
performance in 2012 and our expectation that the company will
continue to benefit from efficiency improvement and business
development initiatives over the next few years," said Standard &
Poor's credit analyst Lisa Jenkins.  However, S&P also believes
that it will take time for the company to achieve all of its
expected benefits, especially in the current economy.

The ratings also reflect the logistics company's still-weak,
albeit improving, earnings; high debt leverage; and competitive
end markets.  Offsetting these factors somewhat are management's
ongoing efforts to improve operating efficiency, which have begun
to bear fruit; the contractual nature of its business; and
increased outsourcing of logistics by manufacturing companies
trying to reduce costs and lower working capital requirements.
Ozburn-Hessey's management has been taking steps to improve the
operating performance of the company, including reducing overhead
costs, making changes to its information technology systems, and
implementing new business development initiatives.  This led to
improved operating performance in 2012, and S&P expects further
gains, although it believes the improvement will be gradual.  S&P
characterizes the company's business risk profile as "weak" and
its financial risk profile as "highly leveraged," as defined in
S&P's criteria.

The outlook is stable.  Ozburn-Hessey's credit metrics have
strengthened somewhat as a result of debt repayment and
management's efforts to improve operating efficiency.  S&P expects
further improvement, but it do not expect enough improvement to
warrant an upgrade over the next year.  If credit metrics
strengthen more than S&P expects, such that FFO to debt improves
to the mid-teen percentage area and S&P thinks it will stay there,
it could raise the ratings.  S&P could lower the ratings if the
company experiences renewed operating and FFO to debt falls below
8%.


PLUSFUNDS GROUP: S.D.N.Y. Judge Won't Reopen Chapter 11 Case
------------------------------------------------------------
Bankruptcy Judge James M. Peck denied the request of Harbour Trust
Co. Ltd., as trustee of the SPhinX Trust, to reopen the chapter 11
case of PlusFunds Group, Inc., to obtain Bankruptcy Court
authorization to extend the term of the Trust.  The Trustee's
motion is opposed by certain parties -- the "Aaron Defendants" -
who are defendants in civil actions initiated by the Trustee.

PlusFunds Group filed for relief under chapter 11 of the
Bankruptcy Code on March 6, 2006. The Debtor's plan of
reorganization was confirmed on August 7, 2007 and became
effective on September 20, 2007.  The Plan, among other things,
contemplated the creation of the Trust pursuant to the SPhinX
Funds Trust Agreement dated September 20, 2007.  The primary
purpose of the Trust was to liquidate certain causes of action for
the exclusive benefit of the joint official liquidators of the
SPhinX Funds.

On March 5, 2008, the Trustee commenced an action in the Superior
Court of New Jersey against the Aaron Defendants. The Action
subsequently was transferred to the United States District Court
for the Southern District of New York pursuant to an order of the
Judicial Panel for Multi-District Litigation.

On December 3, 2010, while the Action was pending, the Debtor
moved to close its chapter 11 case and in a supporting declaration
indicated that the Trustee confirmed that "the SPhinX Trust does
not anticipate any need for the Debtor's Chapter 11 Case to remain
open."

The Trust is designed to terminate automatically after five years
unless the term is extended in accordance with the requirements of
Section 10.3 of the Trust Agreement. This section calls for
termination of the Trust on the date that is five years after the
Effective Date of the Plan -- September 20, 2012.  The Bankruptcy
Court for cause may extend the Trust Termination Date in
successive one year increments provided that approval is obtained
no earlier than six months prior to the date that the Trust is
scheduled to terminate.

The Trustee failed to take any action to extend the term of the
Trust within the six month window of time prior to the Trust
Termination Date.  On February 7, 2013, nearly five months after
the Trust Termination Date, the Trustee, with the written consent
of the Trust's advisory board, entered into the Second Amendment
to the SPhinX Trust Agreement to allow the Trustee to extend the
Trust's term after the Trust Termination Date.  The Second
Amendment added language to Section 10.3 attempting to cure the
error in administration of the Trust and providing that
the Trustee may seek approval of the initial one year extension
within 150 days of the [Trust Termination Date], and if so
approved by the Bankruptcy Court, such initial extension shall be
effective nunc pro tunc to the [Trust Termination Date].

To effectuate the Second Amendment and extend the term of the
Trust, the Trustee filed its motion for approval of the initial
extension of the Trust and motion to reopen the Chapter 11 case.

In their objection, the Aaron Defendants argue that the Chapter 11
case should not be reopened because the Trustee consented to the
closing of the case and the Trustee is seeking simply to deal with
its own failure to take appropriate steps to extend the term of
the Trust.  The Aaron Defendants also argue that (i) the Trustee
has no authority to seek extension of the Trust that has
terminated by its own terms, (ii) certain IRS Revenue Procedures
relating to the tax treatment of liquidating trusts preclude the
extension of the Trust, and (iii) the Court lacks jurisdiction to
reinstate the Trust.

According to Judge Peck, the Trustee has failed to meet its burden
to show cause to reopen the Debtor's case, and the case shall
remain closed.  The Court is not taking action with respect to the
Trustee's motion for approval of the initial extension of the
Trust.

"Based on the arguments presented, it appears that reopening is
not essential to protect the interests of the beneficiaries of the
Trust in the Causes of Action.  Even if such relief were deemed to
be essential to avoid a loss of those assets on account of the
Trustee's negligence, reopening of the case would require
satisfaction of the requirements of Section 350(b) of the
Bankruptcy Code. This decision is without prejudice to a further
request for relief by any party in interest seeking to reopen the
Debtor's case for cause shown," the judge said.

The Aaron Defendants are comprised of Robert Aaron; Derivatives
Portfolio Management, Ltd.; Derivatives Portfolio Management, LLC;
DPM Mellon Limited; and DPM Mellon, LLC.

The SPhinX Funds are comprised of SPhinX, Ltd.; SPhinX Strategy
Funds, Ltd.; PlusFunds Manager Access Fund SPC, Ltd.; SPhinX Plus
SPC Ltd.; SPhinX Distressed Ltd.; SPhinX Merger Arbitrage Ltd.;
SPhinX Special Situations Ltd.; SPhinX Marco Ltd; SPhinX
Long/Short Equity Ltd; SPhinX Managed Futures Ltd; SPhinX Equity
Market Neutral Ltd; SPhinX Convertible Arbitrage Ltd; SPhinX Fixed
Income Arbitrage Ltd; SPhinX Distressed Fund SPC; SPhinX Merger
Arbitrage Fund SPC; SPhinX Special Situations Fund SPC; SPhinX
Marco Fund SPC; SPhinX Long/Short Equity Fund SPC; SPhinX Managed
Futures Fund SPC; SPhinX Equity Market Neutral Fund SPC; SPhinX
Convertible Arbitrage Fund SPC; and SPhinX Fixed Income Arbitrage
Fund SPC.

A copy of Judge Peck's May 13, 2013 Memorandum Decision is
available at http://is.gd/S6tbMZfrom Leagle.com.

David J. Molton, Esq., and Daniel J. Saval, Esq. --
dsaval@brownrudnick.com and dmolton@brownrudnick.com -- at Brown
Rudnick LLP, represent the Trustee.

Gregg M. Galardi, Esq., and Andrew O. Bunn, Esq. --
andrew.bunn@dlapiper.com -- at DLA Piper, LLP, argues for the
Aaron Objectors.

Dennis K. Blackhurst, Esq., at Beus Gilbert PLLC, serves as
Litigation Counsel representing the Joint and Official Liquidators
and the SPhinX Trustee.

Headquartered in New York, New York, PlusFunds Group, Inc. --
http://www.plusfunds.com/-- provided hedge funds and other
financial services for individual and corporate investors.  The
Debtor filed for chapter 11 protection on March 6, 2006 (Bankr.
S.D.N.Y. Case No. 06-10402).  James David Leamon, Esq., and Steven
J. Reisman, Esq., at Curtis, Mallet-Prevost, Colt & Mosle
represented the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets and debt between $1 million and
$10 million.


PLY GEM HOLDINGS: Files Form 10-Q, Incurs $28.1MM Net Loss in Q1
----------------------------------------------------------------
Ply Gem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $28.10 million on $257.09 million of net sales for
the three months ended March 30, 2013, as compared with a net loss
of $25.64 million on $239.17 million of net sales for the same
period during the prior year.

The Company's balance sheet at March 30, 2013, showed $906.11
million in total assets, $1.24 billion in total liabilities and a
$343.36 million total stockholders' deficit.

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

                        http://is.gd/6hC6iC

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

Ply Gem Holdings incurred a net loss of $39.05 million in 2012, as
compared with a net loss of $84.50 million in 2011.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.


POSITIVEID CORP: Obtains $5 Million in Equity Financing From IBC
----------------------------------------------------------------
PositiveID Corporation entered into an investment agreement with
IBC Funds LLC pursuant to which IBC committed to purchase up to
$5,000,000 of the Company's common stock over a period of up to 36
months.  From time to time during the 36-month period commencing
on the day immediately following the effectiveness of a
registration statement, the Company may deliver a drawdown notice
to IBC which states the dollar amount that the Company intends to
sell to IBC on a date specified in the drawdown notice.  The
maximum investment amount per notice will be equal to 200 percent
of the average daily volume of the common stock for the ten
consecutive trading days immediately prior to date of the
applicable drawdown notice so long as such amount does not exceed
4.99 percent of the outstanding shares of the Company's common
stock.  The purchase price per share to be paid by IBC will be
calculated at a 20 percent discount to the average of the three
lowest prices of the Company's common stock during the 10
consecutive trading days immediately prior to the receipt by IBC
of the drawdown notice.

Additionally, the Investment Agreement provides for a commitment
fee to IBC of 104,000 shares of the Company's common stock.

In connection with the Investment Agreement, the Company also
entered into a registration rights agreement with IBC pursuant to
which the Company is obligated to file a registration statement
with the Securities and Exchange Commission covering the shares of
its common stock underlying the Investment Agreement, including
the Commitment Shares, within 21 days after the closing of the
transaction.

On May 10, 2013, the Company entered into a Securities Purchase
Agreement with IBC whereby IBC agreed to purchase 40,064, shares
of common stock for $12,500.  The proceeds of the sale of the
shares will be used to fund the Company's legal expenses
associated with the Investment Agreement.

                      4.5 Million Prospectus

On May 10, 2013, the Company filed a Form S-1 registration
statement with the SEC to register 4.5 million shares of common
stock at a proposed maximum aggregate offering price of $1.75
million.

The prospectus relates to the resale of up to 4,500,000 shares of
common stock of the Company, par value $0.01 per share, including
any, par value $0.01 per share, including (i) 40,064 shares held
by IBC Funds LLC pursuant to that certain securities purchase
agreement dated May 10, 2013, between the Company and IBC (ii)
4,355,936 shares issuable to IBC pursuant to that certain
investment agreement, dated May 10, 2013, between the Company and
IBC, or the Investment Agreement and (iii) 104,000 commitment
shares issued to IBC pursuant to the Investment Agreement.

The Company will not receive any proceeds from the resale of these
shares of common stock.  However, the Compan will receive proceeds
from the sale of securities pursuant to the Company's exercise of
the drawdown right offered by IBC.

The Company's common stock is quoted on the OTC Bulletin Board, or
the OTCBB, under the ticker symbol "PSIDD."  On May 9, 2013, the
closing price of the Company's common stock was $0.39 per share.

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

                        http://is.gd/Z539Om

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID incurred a net loss of $7.99 million on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$16.48 million on $0 of revenue for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.41 million
in total assets, $6.17 million in total liabilities and a $3.76
million total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
at Dec. 31, 2012, the Company has a working capital deficiency and
an accumulated deficit.  Additionally, the Company has incurred
operating losses since its inception and expects operating losses
to continue during 2013.  These conditions raise substantial doubt
about its ability to continue as a going concern.


R & R RESTAURANTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: R & R Restaurants, Inc.
        6035 Greystone Pl
        Granite Bay, CA 95746

Bankruptcy Case No.: 13-13185

Chapter 11 Petition Date: May 8, 2013

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

Judge: Alan M. Ahart

Debtor's Counsel: David B. Golubchik, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: dbg@lnbrb.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/cacb13-13185.pdf

The petition was signed by Randy Ramirez, chief executive officer.


READER'S DIGEST: S&P Withdraws 'D' Corp. Credit & Issue Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'D'
corporate credit and issue ratings on Reader's Digest Assn. Inc.
The 'D' ratings on Reader's Digest reflected its filing for
Chapter 11 bankruptcy protection on Feb. 17, 2013.  Under the
proposed plan of reorganization, $475 million of debt will be
converted to equity and $105 million in debtor-in-possession
financing, and a roll-up facility will be converted into exit
financing.


RESIDENTIAL CAPITAL: Secret Examiner Report to be Unsealed Later
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC, the mortgage-servicing
subsidiary of non-bankrupt Ally Financial Inc., convened a hearing
May 13 where a lawyer for Ally said there's a deal for his client
to make payments to ResCap creditors in return for a release of
claims.

The examiner's report was filed under seal May 13 in the
afternoon. U.S. Bankruptcy Judge Martin Glenn signed an order
saying he will unseal the report if he's not notified by 11 a.m.
May 14 that the "major stakeholders" have "signed" an agreement
laying out a "global settlement" and Chapter 11 plan.

Judge Glenn will unseal the report on May 21 if papers haven't
been filed by that date for approval of an agreement to support
the plan.  Finally, Judge Glenn will unseal the report at latest
on July 3, or earlier when he rules on approving the plan-support
agreement.

The terms of settlement weren't discussed publicly.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Suit Over Attempted Foreclosure Dismissed
--------------------------------------------------------------
MARY BETH CLAWSON, et al, Plaintiffs, v. GMAC MORTGAGE, LLC F/K/A
GMAC MORTGAGE CORPORATION, et al, Defendants, Civil Action No.
3:12-CV-00212 (S.D. Tex.), arises out of the attempted foreclosure
on Plaintiffs Mary Beth Clawson and John Riddle's home in Bacliff,
Texas.  The Plaintiffs request a declaratory judgment stating that
the Defendants' attempted foreclosure on the property is barred by
the applicable statute of limitations, the doctrine of res
judicata, and the Defendants' failure to provide adequate notice
of the foreclosure sale.

On July 29, 2004, Clawson took out a $625,250 mortgage loan, which
was secured by a deed of trust on her property located in Bacliff.
Though the original beneficiary under the deed of trust was
Republic State Mortgage Company, the promissory note and deed were
eventually assigned to Defendant GMAC Mortgage, LLC, who has been
the loan servicer since 2004.

The Defendants seek summary judgment.

In a May 9, 2013 Memorandum and Order available at
http://is.gd/arx48Kfrom Leagle.com, District Judge Gregg Costa in
Galveston ruled that:

     -- the Defendant's Motion for Summary Judgment is granted;

     -- the Plaintiffs' claims are dismissed, except for the
        usury claim, which is subject to the automatic stay in
        the Defendants' pending bankruptcy; and

     -- the case is administratively closed until the parties
        notify the Court that the bankruptcy stay is lifted,
        at which time the Court will reinstate the case on
        its active docket.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


ROCKWELL MEDICAL: Richmond Brothers Held 12.2% Stake as of May 9
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Richmond Brothers, Inc., disclosed that, as
of May 9, 2013, it beneficially owned 3,165,553 shares of common
stock of Rockwell Medical Technologies Inc. representing 12.24% of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/wnn5J6

                           About Rockwell

Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom,
Michigan, is a fully-integrated biopharmaceutical company
targeting end-stage renal disease ("ESRD") and chronic kidney
disease ("CKD") with innovative products and services for the
treatment of iron deficiency, secondary hyperparathyroidism and
hemodialysis (also referred to as "HD" or "dialysis").

Rockwell's lead investigational drug is in late stage clinical
development for iron therapy treatment in CKD-HD patients.  It is
called Soluble Ferric Pyrophosphate ("SFP").  SFP delivers iron to
the bone marrow in a non-invasive, physiologic manner to
hemodialysis patients via dialysate during their regular dialysis
treatment.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton
Township, Michigan, expressed substantial doubt about Rockwell
Medical's ability to continue as a going concern, citing the
Company's recurring losses from operations, negative working
capital, and insufficient liquidity.

The Company reported a net loss of $54.0 million on $49.8 million
of sales in 2012, compared with a net loss of $21.4 million on
$49.0 million of sales in 2011.  The Company's balance sheet at
Dec. 31, 2012, showed $17.0 million in total assets, $27.0 million
in total current liabilities, and a stockholders' deficit of $10.0
million.


SANTA FE GOLD: Incurs $2.5-Mil. Net Loss in Fiscal Q3
-----------------------------------------------------
Santa Fe Gold Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $2.5 million on $3.3 million of sales for
the three months ended March 31, 2013, compared with net income of
$536,077 on $3.3 million of sales for the three months ended
March 31, 2012.

For the nine months ended March 31, 2013, the Company had a net
loss of $7.8 million on $13.3 million of sales, compared with a
net loss of $1.3 million on $6.8 million of sales for the nine
months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed
$31.4 million in total assets, $26.1 million in total liabilities,
and stockholders' equity of $5.3 million.

"We have a total accumulated deficit of $71,783,217 at March 31,
2013, and have a working capital deficit of $15,495,158."

A copy of the Form 10-Q is available at http://is.gd/YzusT1

                        About Santa Fe Gold

Albuquerque, New Mexico-based Santa Fe Gold Corporation is a U.S.
mining company incorporated in Delaware in August 1991.  Its
general business strategy is to acquire, explore and develop
mineral properties.  The Company's principal assets are the 100%
owned Summit silver-gold project in New Mexico, the leased Ortiz
gold property in New Mexico, and the 100% owned Black Canyon mica
project in Arizona.

                           *     *     *

StarkSchenkein, LLP, in Denver, expressed substantial doubt about
San Fe Gold's ability to continue as a going concern, following
its audit of the Company's financial statements for the fiscal
year ended June 30, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations, has a
working capital deficiency and needs to secure additional
financing to remain a going concern.


SECURE SYSTEM: Updated Case Summary & Creditors' Lists
------------------------------------------------------
Lead Debtor: Secure System, Inc.
             320 Essex Street, Suite 3
             Stirlng, NJ 07980

Bankruptcy Case No.: 13-20186

Chapter 11 Petition Date: May 8, 2013

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Debtors' Counsel: William R. McClure, Esq.
                  PICINICH & MCCLURE
                  201 West Passaic Street, Suite 204
                  Rochelle Park, NJ 07662
                  Tel: (201) 820-4595
                  Fax: (201) 820-4594
                  E-mail: wrmesq@verizon.net

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

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
Vanwell Electronics, Inc.              13-20187
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by John X. Adiletta, chief executive
officer.

A. Secure System did not file a list of its largest unsecured
creditors together with its petition.

B. Vanwell Electronics did not file a list of its largest
unsecured creditors together with its petition.


SELECT MEDICAL: Moody's Rates New $500MM Sr. Unsecured Notes 'B3'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD 5, 84%) rating to
Select Medical Corporation's proposed offering of $500 million of
senior unsecured notes due 2021. Select Medical Corporation is a
wholly owned subsidiary of Select Medical Holdings Corporation.

Moody's understands that the proceeds of the notes will be used to
repay a portion of the company's senior secured term loan due
2018. Therefore, Moody's does not expect this transaction to
materially impact current credit metrics. However, Moody's placed
the rating on the company's existing senior secured debt under
review for upgrade. This reflects the senior secured bank debt's
priority claim to the new senior unsecured notes and the addition
of a layer of loss absorption below the bank debt. Should the
offering and repayment of term loan be completed as contemplated,
Moody's expects to upgrade the ratings on the company's senior
secured bank debt to Ba3 (LGD 3, 30%) from B1 (LGD 3, 45%).

Moody's also affirmed the remaining ratings of the company,
including the B1 Corporate Family Rating, B1-PD Probability of
Default Rating and SGL-2 Speculative Grade Liquidity Rating.

Following is a summary of Moody's rating actions.

Ratings assigned:

Senior unsecured notes due 2021, B3 (LGD 5, 84%)

Ratings on review for upgrade:

Senior secured revolving credit facility expiring 2016, at B1 (LGD
3, 45%)

Senior secured term loan due 2016, at B1 (LGD 3, 45%)

Senior secured term loan due 2018, at B1 (LGD 3, 45%)

Ratings affirmed:

Corporate Family Rating, at B1

Probability of Default Rating, at B1-PD

Speculative Grade Liquidity Rating, at SGL-2

Ratings Rationale:

Select's B1 Corporate Family Rating reflects the company's
moderately-high leverage, as well as its reliance on the specialty
hospital segment for the majority of its EBITDA, which presents
risk given the concentration of revenue from Medicare. The rating
also reflects Moody's consideration of Select's considerable scale
and position as one of the largest long-term acute care and
outpatient rehabilitation providers in the US. Ratings also
reflect Moody's expectation that the company will continue to
generate strong free cash flow that can be used to repay debt and
invest in growth opportunities.

The rating could be upgraded if Moody's expects the company to
maintain leverage below 4.0 times either through debt repayment or
EBITDA growth. Moody's would also have to be comfortable that
Select's operations could absorb negative regulatory developments
at the higher rating level or see evidence that the regulatory
environment was becoming more benign.

Moody's could downgrade the rating if adverse developments in
Medicare regulations or reimbursement result in significant
deterioration in margins or cash flow coverage metrics, or if the
company completes a material debt financed acquisition or
shareholder initiative. More specifically, Moody's could downgrade
the rating if leverage is expected to rise and be sustained above
5.0 times.

The principal methodology used in this rating was the Global
Healthcare Service Providers published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Select Medical Corporation, headquartered in Mechanicsburg, PA,
provides long-term acute care hospital services and inpatient
acute rehabilitative care through its specialty hospital segment.
The company also provides physical, occupational, and speech
rehabilitation services through its outpatient rehabilitation
segment. Select Medical Corporation is a wholly owned subsidiary
of Select Medical Holdings Corporation. For the twelve months
ended March 31, 2013, Select recognized net revenue in excess of
$2.9 billion.


SELECT MEDICAL: S&P Rates $500MM Sr. Unsecured Debt 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
rating to Select Medical Corp.'s proposed $500 million senior
unsecured debt with a '6' recovery rating, indicating prospects of
negligible recovery (0%-10%) of principal in the event of a
default.  The company will use the proceeds of the senior
unsecured financing to repay a portion of the existing senior
secured term loan B.  The remaining term loan B will be reissued
as a new tranche, term loan B, series C.  These financings are
debt leverage neutral, and will lower interest rates and extend
maturities.  Select is also extending the maturity on its existing
revolving credit facility.

Because of the lower amount of senior secured debt in the capital
structure, S&P is raising the issue-level ratings on the company's
$300 million senior secured incremental term loan B due 2016 and
the revolving credit facility to 'BB-' from 'B+' and revising the
recovery assessment to '2' from '3'.  The '2' recovery assessment
reflects S&P's expectation for substantial recovery (70%-90%) in
the event of default.

At the same time, Standard & Poor's assigned its 'BB-' rating to
Select Medical Corp.'s $620 million senior secured term loan B
series C due 2018 with a '2' recovery rating, indicating prospects
of substantial recovery (70%-90%) of principal in the event of a
default.

S&P's ratings on Mechanicsburg, Penn.-based Select Medical Corp.
reflect its "weak" business risk profile highlighted by
reimbursement risk and its relatively narrow focus.  Government
reimbursement is the most significant key credit factor because
Medicare accounts for 60% of the revenue of its most important
division; the specialty hospital division.

Adjusted debt leverage of 4.6x is consistent with the company's
"aggressive" financial risk profile.  Healthy internal cash
generation, significant capacity on its revolving credit facility
and bank covenant cushion exceeding 25% support the company's
"strong" liquidity.

RATINGS LIST

Select Medical Corp.
Corporate Credit Rating                B+/Stable/--

New Ratings
Select Medical Corp.
$500 million senior unsecured debt    B-
  Recovery Rating                      6

$620 million senior secured           BB-
  term loan B series C due 2018
  Recovery Rating                      2

Ratings Raised
Select Medical Corp.
                                       To      From
$300 million senior secured            BB-     B+
incremental term loan B due 2016
Recovery Rating                       2       3

$300 million revolving credit
facility                              BB-     B+
Recovery Rating                       2       3


SHOREST LLC: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Shorest, LLC
        1608 Country Haven Trail
        Mount Juliet, TN 37122

Bankruptcy Case No.: 13-04097

Chapter 11 Petition Date: May 8, 2013

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Roy C. Desha, Jr., Esq.
                  DESHA WATSON PLLC
                  1106 18th Ave. South
                  Nashville, TN 37212
                  Tel: (615) 369-9600
                  Fax: (615) 369-9613
                  E-mail: bknotice@deshalaw.com

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

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

A copy of the Company's list of its 15 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/tnmb13-4097.pdf

The petition was signed by Rory S. Smith, managing member.


SHUANEY IRREVOCABLE: May 17 Hearing on Motion for Relief of Stay
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida
will convene a hearing on May 17, 2013, at 10 a.m., to consider
the motion for relief of stay in the Chapter 11 case of Shuaney
Irrevocable Trust.

Beach Community Bank's requested for relief from stay to exercise
its right to set off.

Shuaney indebtedness to Beach is in excess of $13,000,000.  The
Debtor is in default on one of the two notes for failure to make
payment was due.

                  About Shuaney Irrevocable Trust

Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed
for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on
Dec. 1, 2011.  The Debtor scheduled $20,996,723 in assets and
$19,625,890 in debts.   The Law Office of Mark Freund serves as
counsel to the Debtor.  Judge William S. Shulman presides over the
case.




SIGNET SOLAR: Bankruptcy Case Converted to Chapter 7
----------------------------------------------------
In view of a stipulation filed on April 24, 2013, the U.S.
Bankruptcy Court has ordered the conversion of Signet Solar Inc.'s
chapter 11 case to a liquidation under chapter 7.

Atherton, Calif.-based Signet Solar, Inc., filed for Chapter 11
bankruptcy protection (Bankr. N.D. Calif. Case No. 12-33270) on
Nov. 16, 2012.  In its schedules, the Debtor disclosed $30,000,000
in total assets and $9,786,994 in total liabilities.

The Debtor was, prior to the Chapter 11 filing, the subject of an
involuntary proceeding brought by a group of former shareholders,
against whom the Debtor believes it has claims.  The Debtor
contested the involuntary Chapter 7 on the grounds that the
involuntary was not brought by disinterested parties as required
by the statute, and was not brought for proper purposes, as
articulated and required by the law governing involuntary
proceedings.


SPIRE CORP: Incurs $2.6 Million Net Loss in First Quarter
---------------------------------------------------------
Spire Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.62 million on $3.23 million of total net sales and revenues
for the three months ended March 31, 2013, as compared with net
income of $3.36 million on $7.47 million of total net sales and
revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $15.06
million in total assets, $9.88 million in total liabilities and
$5.18 million in total stockholders' equity.

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

                        http://is.gd/ITEBKE

                         About Spire Corp

Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.

McGladrey LLP, in Boston, Massachusetts, expressed substantial
doubt about Spire Corporation's ability to continue as a going
concern.  The independent auditors noted that during the year
ended Dec. 31, 2012, the Company incurred a loss from continuing
operations of $4.8 million and continuing operating cash flows
used $6.9 million in cash.  In addition, the independent auditors
noted that the Company's credit agreements are due to expire on
June 29, 2013.

The Company reported a net loss of $1.9 million on total net sales
and revenues of $22.1 million in 2012, compared with a net loss of
$1.5 million on total net sales of $58.7 million in 2011.


STOCKDALE TOWER: Guaranty Suit v. Morelands Beats Dismissal Bid
---------------------------------------------------------------
District Judge Lawrence J. O'Neill denied, without prejudice,
Terry L. Moreland and Peggy J. Moreland's motion to dismiss a
complaint filed by LBUBS 2005-C6 Stockdale Office Limited
Partnership, or, in the alternative, to stay the proceedings in
the complaint.

LBUBS seeks to enforce a guaranty agreement against the Morelands
to obtain a deficiency judgment for the difference between the
amount LBUBS paid for a Bakersfield property at a trustee's sale
and the amount outstanding on the loan that the Morelands
guaranteed, plus accrued interest.

On August 2, 2004, UBS Real Estate Investments made a $24 million
securitized loan to Stockdale Tower I.  In connection with the
loan, Stockdale Tower executed a deed of trust that encumbered its
real property located in Bakersfield.  The Morelands were the sole
members of Stockdale Tower and also entered into an indemnity and
guaranty agreement with UBS.

In August 2004, UBS transferred and assigned its interest in the
loan to LaSalle Bank National Association. In December 2009, LNR
Partners, LLC, became the special servicer for the loan to
represent investors who had purchased an interest in securitized
loans such as Stockdale Tower's loan.  In May 2010, Bank of
America, N. A., LaSalle Bank's successor by merger, transferred
and assigned its interest in the loan to LBUBS.  The Morelands
allege that LBUBS is a wholly owned subsidiary of LNR.

After several disputes among Stockdale Tower, the Morelands, and
LNR, Stockdale Tower filed for Chapter 11 bankruptcy in 2011.

On May 23, 2012, LBUBS filed suit against the Morelands in the
E.D. Cal. District Court seeking a deficiency judgment on the loan
based on the guaranty agreement.  The Morelands also brought
crossclaims against LBUBS and related entities.

On May 31, 2012, Stockdale Tower commenced an action in Kern
County Superior Court against LBUBS and other entities for breach
of contract and interference with prospective business advantage.

On September 11, 2012, the Morelands, Stockdale Tower, and LBUBS
entered into a discounted payoff agreement -- DPO -- whereby LBUBS
agreed to accept $20 million as full repayment of the loan from
Stockdale Tower by January 9, 2013.  Under the DPO, the parties
also agreed to dismiss any pending litigation concerning the loan
or the guaranty, including the two actions.

The terms of the DPO state that the Morelands shall remain liable
under the guaranty and the new guaranty for 24 months following
the closing date.  The parties agreed on a closing date of January
2013, so the Morelands' guaranty liability under the DPO extends
to January 2015.

Stockdale Tower did not obtain a replacement loan and failed to
make the discounted payoff of $20 million to LBUBS by the deadline
in the DPO.

On January 11, 2013, the Morelands and Stockdale Towers filed an
action in Kern County Superior Court against LBUBS, LNR, and
related entities for improper interference with Stockdale Tower's
ability to obtain a replacement loan to make the DPO payment to
LBUBS.

On February 1, 2013, LNR foreclosed on and held a trustee's sale
of Stockdale Tower's Bakersfield property.  LBUBS's winning bid at
the trustee's sale for the Bakersfield property was $20 million.

On February 28, 2013, LBUBS brought action in the District Court
on the basis of diversity jurisdiction against the Morelands
seeking a deficiency judgment on the loan based on the guaranty
agreement.  Specifically, LBUBS seeks to recover the difference
between its winning bid in the trustee sale of the Bakersfield
property and the outstanding balance on the loan, plus accrued
interest. The Morelands filed the motion to dismiss LBUBS's
complaint, or, in the alternative, to stay the proceedings.

In the state action, the Morelands and Stockdale Tower seek relief
for LBUBS' and related entities' wrongful conduct with respect to
the DPO.  The Morelands and Stockdale Tower allege that LBUBS and
related entities disseminated false and misleading information
that negatively impacted Stockdale Tower's ability to obtain a
replacement loan to make the $20 million discounted payoff to
LBUBS by the DPO deadline.  The Morelands and Stockdale Tower
allege that, in so doing, LBUBS and related entities breached the
implied covenant of good faith and fair dealing contained in the
DPO agreement, committed trade libel against Stockdale Tower, and
intentionally interfered with the Morelands' and Stockdale Tower's
prospective economic advantages under the DPO.  The Morelands and
Stockdale Tower also seek declaratory relief as to whether the
allonges to the deed of trust note complies with relevant
requirements.

The state action will resolve disputes among the parties under the
DPO and determine the validity of the allonges to the deed of
trust note.  However, the state action does not determine the
rights and liabilities of the parties under the guaranty
agreement.

The lawsuit is, LBUBS 2004-C6 STOCKDALE OFFICE LIMITED
PARTNERSHIP, Plaintiff, v. TERRY L. MORELAND and PEGGY J.
MORELAND, Defendants, No. 1:13-CV-00294-LJO-JLT (E.D. Cal.).  A
copy of the Court's May 10, 2013 Order is available at
http://is.gd/jym0kffrom Leagle.com.

                   About Stockdale Tower 1

Bakersfield, California-based Stockdale Tower 1 LLC owned by Terry
Moreland and his wife Peggy, filed for Chapter 11 bankruptcy
(Bankr. E.D. Calif. Case No. 11-62167) on Nov. 7, 2011.  The
Stockdale Tower was set to be sold to the highest bidder several
times over the last few months in 2011, but those auctions were
delayed.

Judge W. Richard Lee presides over the Chapter 11 case.  Scott T.
Belden, Esq., and Jacob L. Eaton, Esq., at Klein, DeNatale,
Goldner, Cooper, Rosenlieb & Kimball, LLP, serve as the Debtor's
bankruptcy counsel.  The firm disclosed $18,151,072 in assets and
$17,870,212 in liabilities.

The U.S. Trustee failed to appoint an Official Committee of
Unsecured Creditors in the case.


STONEMOR PARTNERS: S&P Rates $175MM Unsecured Notes 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
rating to StoneMor Partners L.P.'s $175 million unsecured notes,
with a '4' recovery rating, indicating prospects of average
recovery (30%-50%) of principal in the event of a default.  The
company also has a $140 million revolving credit facility that S&P
do not rate.

S&P's ratings on StoneMor Partners reflect its "weak" business
risk highlighted by its narrow focus in the mature death care
industry with a higher concentration in the slow-growth cemetery
services than its industry peers.  The rating also reflects its
"highly leveraged" financial risk profile supported by its less
than adequate liquidity as a result of S&P's expectation of
continued negative discretionary cash flow following unitholder
distributions.  S&P views unitholder distributions as a vital
aspect of operating with a Master Limited Partnership structure.

RATINGS LIST

StoneMor Partners L.P.
Corporate Credit Rating              B-/Stable/--

New Rating
StoneMor Partners L.P.
Cornerstone Family Services of West Virginia Subsidiary Inc.
$175 million unsecured notes        B-
  Recovery Rating                    4


SUN BANCORP: Reports $2.5-Mil. Net Income in Q1 2013
----------------------------------------------------
Sun Bancorp, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $2.5 million on $23.1 million of net
interest income for the three months ended March 31, 2013,
compared with a net loss of $28.1 million on $24.7 million of net
interest income for the same period last year.

During the three months ended March 31, 2013 and 2012, the Company
recorded $171,000 and $30.7 million of loan loss provisions,
respectively.

The Company's balance sheet at March 31, 2013, showed
$3.227 billion in total assets, $2.963 billion in total
liabilities, and stockholders' equity of $264.3 million.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.

The Company said: "At March 31, 2013, and Dec. 31, 2012, although
the Company and the Bank exceeded the regulatory minimum ratios
for classification as "well capitalized," due to the fact that it
was subject to the OCC Agreement, it cannot be deemed "well
capitalized."

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

Sun Bancorp, Inc. (NASDAQ: SNBC) is a $3.23 billion asset bank
holding company headquartered in Vineland, New Jersey, with its
executive offices located in Mt. Laurel, New Jersey.  Its primary
subsidiary is Sun National Bank, a full service commercial bank
serving customers through more than 60 locations in New Jersey.


SUPERCONDUCTOR TECHNOLOGIES: Incurs $2.4MM Net Loss in 1st Quarter
------------------------------------------------------------------
Superconductor Technologies Inc. filed its quarterly report on
Form 10-Q, reporting a net loss of $2.4 million on $776,000 of net
revenues for the three months ended March 30, 2013, compared with
a net loss of $3.0 million on $399,000 of net revenues for the
same period ended March 31, 2012.

The Company's balance sheet at March 30, 2013, showed
$10.0 million in total assets, $1.9 million in total liabilities,
and stockholders' equity of $8.1 million.

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

                  About Superconductor Technologies

Santa Barbara, Cal.-based Superconductor Technologies Inc.
develops and commercializes high temperature superconductor
("HTS") materials and related technologies.

                           *     *     *

As reported in the TCR on March 15, 2013, Marcum LLP, in Los
Angeles, California, expressed substantial doubt about
Superconductor Technologies' ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred significant net losses since its inception, has an
accumulated deficit of $261,944,000, and expects to incur
substantial additional losses and costs to sustain operations.


SYNAGRO TECHNOLOGIES: Price Raised, Auction Set for June 10
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Synagro Technologies Inc. goes up for auction on
June 10, with the initial purchase price increased by EQT Partners
AB to resolve an objection to sale procedures raised by last week
by American Securities Opportunities Advisors LLC, one of the
company's senior and junior lenders.

Private-equity investor EQT Partners AB raised the base purchase
price by $5 million to $460 million, as reflected in court filings
Monday accompanying the bankruptcy judge's approval of auction and
sale procedures.  The contract to buy the largest U.S. processor
of wastewater biosolids was also changed to provide for a $3.5
million payment 60 days after the sale is completed.

Competing bids are due June 3, in advance of the June 10 auction
and a hearing on June 20 for sale approval.

ASOA said in a court filing last week that it was willing to avoid
a "low-ball, fire sale" by providing replacement financing for the
bankruptcy that began April 24, the contract with EQT already in
hand.  ASOA is one of the existing lenders for the bankruptcy and
an owner of 28 percent of the first-lien debts and 47 percent of
the second-lien obligation, according to a court filing.

                         Executive Bonuses

According to the report, at the May 13 hearing, the bankruptcy
court also approved bonuses for executives.  Synagro has the
court's blessing for incentive bonuses destined for seven top
executives. If the sale brings a valuation of $412 million, the
top managers will share $850,000.  If the sale valuation is $442
million, they take home $1.48 million.  The top bonuses of $2.1
million are earned for a $512 million sale valuation.  For meeting
the lowest threshold, the bonus for the chief executive officer
will be $400,000.  If the sale reaches the top bracket, his bonus
becomes $1.2 million.  An additional 22 executives and managers
have their own approved bonus program paying $10,000 and $50,000
for remaining on the job.  The total cost of the retention bonuses
would be $540,000.

                    About Synagro Technologies

Synagro Technologies, Inc., based in Houston, Texas, is the
recycler of bio-solids and other organic residuals in the U.S. and
is one of the largest national companies focused exclusivity on
biosolids recycling, which has a market size of $2 billion.  The
Company was formed in 1986, under the name RPM Marketing, Inc.
Synagro's corporate headquarters is currently located in Houston,
Texas but is in the process of being transferred to White Marsh,
Maryland.  The Company also has offices in Lansdale, Pennsylvania,
Rayne, Louisiana, and Watertown, Connecticut.

Synagro Technologies and 29 affiliates sought Chapter 11
protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013.

Synagro is being advised by the law firm of Skadden Arps Slate
Meagher & Flom, along with financial adviser AlixPartners and
investment bankers Evercore Partners.  Kurtzman Carson &
Consultants serves as notice and claims agent.

Synagro was owned by The Carlyle Group at the time of the
bankruptcy filing.

The Debtor has a deal to sell the assets to private-equity
investor EQT Partners AB for $455 million, absent higher and
better offers in a bankruptcy court-sanctioned auction.


T & S RESTAURANTS: Case Summary & 10 Unsecured Creditors
--------------------------------------------------------
Debtor: T & S Restaurants
          dba Subways of Cody, Wyoming
        13 Stone Sheep Circle
        Powell, WY 83435

Bankruptcy Case No.: 13-20436

Chapter 11 Petition Date: May 8, 2013

Court: United States Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Ken McCartney, Esq.
                  THE LAW OFFICES OF KEN MCCARTNEY, P.C.
                  P.O. Box 1364
                  Cheyenne, WY 82003
                  Tel: (307) 635-0555
                  Fax: (307) 635-0585
                  E-mail: bnkrpcyrep@aol.com

Scheduled Assets: $46,564

Scheduled Liabilities: $1,026,264

A copy of the Company's list of its 10 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/wyb13-20436.pdf

The petition was signed by Katherine Savage, general partner.


TAYLOR, MI: Fitch Affirms 'BB' Rating on $8.8MM Tax Bonds
---------------------------------------------------------
Fitch Ratings affirms the following ratings on Taylor, Michigan's
(the city) limited tax general obligations (LTGOs) and implied
unlimited tax general obligation bonds (implied ULTGO):

-- $8.8 million LTGOs series 2004 and 2005 at 'BB';

-- $1.1 million LTGO downtown development (DDA) bonds series 2002
    at 'BB';

-- $16.1 million Brownfield Redevelopment Authority (BRDA) bonds,
    series 2005 and 2006 at 'BB';

-- Implied ULTGO rating at 'BB+'.

The Rating Outlook is Negative.

Security

The LTGO bonds are secured by the city's full faith and credit
general obligation and its ad valorem tax pledge, subject to
applicable charter, statutory and constitutional limitations.

The Downtown Development Authority (DDA) TIFA and Brownfield
Development Authority (BRDA) bonds are secured by relevant tax
increment revenues collected within the development area. As
additional security the city has pledged its full faith and credit
subject to applicable constitutional, statutory and charter
limitations.

Key Rating Drivers

PERSISTENT STRUCTURAL IMBALANCE: Four years of net deficits have
depleted general fund reserves and left the city with a sizable
negative unrestricted general fund balance in fiscal 2012.
Projections for fiscal 2013 indicate a small surplus with
projected elimination of the deficit by fiscal 2016. Significant
budgetary pressures will continue over the near term.

DECLINING TAXABLE VALUE: Taxable value (TV) has declined notably
over the past four years and further smaller declines are
expected. Property taxes are the city's main revenue source and
the city is currently at its property tax cap; revenue raising
options are virtually non-existent.

CONTINGENT OBLIGATIONS CITY RESPONSIBILITY: The general fund is
obligated to support contingent obligations whose intended
repayment source has not materialized. General fund support of
these obligations is expected to continue to be needed over the
life of the obligations.

LIMITED FINANCIAL FLEXIBILITY: The one notch difference between
the LTGO and the implied ULTGO rating reflects the city's severely
limited financial flexibility, as evidenced by the negative
unrestricted general fund balance combined with the inability to
increase property taxes and raise revenues.

DEVELOPMENT BONDS CARRY LTGO PLEDGE: The DDA and BRDA bonds carry
a pledge of tax increment revenues and the city's LTGO. The
ratings are based upon the LTGO rather than the pledged revenues
due to weak legal protections including the lack of an additional
bonds test.

Rating Sensitivities

INABILITY TO RESTORE STRUCTURAL BALANCE: Management's inability to
reverse recurring deficits would apply additional pressure to the
city's already precarious financial position, possibly resulting
in further downward rating action.

DELAYED RECOVERY OF THE LOCAL ECONOMY: Declines in TV in excess of
current projections and the resulting declines in property tax
revenues would adversely affect the general fund and could result
in further downward rating action.

Credit Profile

Taylor is located in Wayne County, MI, approximately 18 miles
southwest of Detroit. The city has experienced a 4% population
loss since 2000, with 63,131 residents in 2010.

Net Deficits Have Led To Negative General Fund Balance

The city of Taylor's notable decline in financial flexibility is
due to management's inability to match expenditure reductions to
rapid declines in property tax revenues and state shared revenues.
This has resulted in multiple years of net deficits in the general
fund. Audited fiscal 2011 and 2012 results show the largest net
deficit to date, over $5 million in each year, which has reduced
the unrestricted general fund balance (the sum of assigned,
unassigned and committed under GASB 54) to negative $5.4 million
or -11.6% of expenditures.

The city adopted and implemented a deficit elimination plan (DEP)
mid-year 2012 which included significant expenditure reductions
including personnel cuts, salary and benefit concessions. Current
projections for fiscal 2013 indicate a modest operating surplus of
$1 million (2% of spending), down from the original projection of
$2 million. Fiscal 2013 surplus is largely due to the significant
expenditure reductions and modest improvement in state revenues.
City property tax revenues continue to decline.

The city's updated DEP and adopted budget for fiscal 2014 indicate
continuation of net surplus operations in fiscal year (FY) 2014
and the achievement of a positive unrestricted general fund
balance by FY 2016. As Taylor is at its maximum property tax rate
and state shared revenues are likely to remain flat, the return to
positive operations will be driven by expenditure cuts and labor
contract savings.

The DEP outlines recurring expenditure savings from the
implementation of a high deductible health care plan for all
employees and staff reductions. Fiscal 2013 staff reductions
totaled approximately 65 positions which are expected to create
savings of $2.6 million. Fitch believes that these reductions are
achievable but that inherent revenue raising constraints make
elimination of the deficit by 2016 a challenge. In the event that
the DEP falls short, the city could seek voter approval for a
dedicated police/fire or deficit-elimination levy but Fitch
believes support could be limited given extensive service cuts to
date.

Liquidity needs are being met by short-term loans of up to $7.5
million in 2013 and up to $9 million for fiscal 2014 from the
city's water and sewer enterprise funds, approved by city council.
City cash flow projections indicate that it will borrow $7.5
million thorough June 2013 to be repaid using property taxes, due
Sept. 30, by no later than Oct. 31, 2013. Enterprise funds
liquidity remains strong with $15.7 million, or 412 days cash on
hand in FY 2012. Reliance on short-term borrowing in addition to
amounts currently contemplated, could lead to further downward
rating action.

Contingent Obligations Not Self Supporting

Financial operations face additional pressure due to general fund
exposure to the BRDA issues. The 2005A BRDA bonds were expected to
be self-supporting from tax revenue captured from the building of
approximately 200 homes. The housing development was delayed, and
although the city is seeking a new developer for the project,
construction at the site is unlikely in the near term. As a
result, the city has begun to subsidize repayment of the bonds in
fiscal 2012.

The 2006 BRDA bonds were also expected to be self-supporting,
however, two out of the three projects generate insufficient
revenues. While revolving funds are available to cover the
shortage at present, the full faith and credit of the general fund
is also pledged. Total potential general fund subsidy for all BRDA
issues represents approximately 2% of fiscal 2013 general fund
expenditures.

Local Economic Conditions Remain Unfavorable

Property taxes account for just over one-half of the city's total
general fund revenue and TV has declined by over 28% since 2009.
The city indicated a decline of 2.5% in 2013 and flat to slightly
increasing thereafter based on the county auditor's projections.
Fitch believes these projections may be optimistic given continued
weakness in the housing market and the lagged effect on TV.

Current tax collection rates remain low at approximately 91% over
the past four years. While it is the practice of Wayne County to
reimburse the city for all delinquencies at the end of each fiscal
year, the payment is subject to charge-backs if the county is
unable to collect the delinquent taxes or sell the property. The
top 10 taxpayers comprise a moderate 10% of total TV. Fitch
expects the city tax base to remain sluggish over the near term.

Taylor is located in the 'downriver' area of metropolitan Detroit
and has strong ties to the auto industry which has led to a
difficult economic climate. The general slowdown in the housing
market within the area and a significant amount of foreclosures
have put downward pressure on property values. Unemployment has
improved and averaged 8.8% in 2012 which was below the county
(10.2%) and the state (8.9%) but remains above the nation (7.6%).
The decline in unemployment was due partially to a 1.5% reduction
in the labor force over the past decade. Taylor's poverty rate was
above average in 2011 at 19.5%, compared to the state at 15.7%,
and the nation at 14.3%.

Pension, OPEB & Debt Obligations Manageable in Near Term

Overall debt is moderate at $2,094 per capita and 4.7% of market
value. The city has no plans to issue additional debt and
amortization is above average with 66% of total principal retired
within 10 years. Overall carrying costs for direct city and
contingent debt service plus pension and other post-employment
benefits (OPEB) funding are high at 26% of total governmental
expenditures.

The city administers two defined benefit pension plans covering
nearly all police, fire, and general government employees; court
employees are covered by the state-run Municipal Employee
Retirement System (MERS). Using Fitch's 7% rate of return, MERS
was adequately funded at 84% in fiscal 2010 while both the city
administered plans were under-funded at approximately 60%. Other
post employment benefits are funded on a pay-go basis; the
unfunded actuarial accrued liability is high at 8% of the tax base
market value.


TELIK INC: Incurs $1.9-Mil. Net Loss in 1st Quarter
---------------------------------------------------
Telik, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $1.9 million for the three months ended March 31,
2013, compared with a net loss of $2.3 million for the same period
last year.

The Company's balance sheet at March 31, 2013, showed $6.2 million
in total assets, $1.4 million in total current liabilities, and
stockholders' equity of $4.8 million.

The Company said, "To date, we have not obtained regulatory
approval for the commercial sale of any products, and we have not
received any revenue from the commercial sale of products.  Due to
the significant research and development expenditures required to
develop our TRAP technology and identify new product candidates,
and the lack of any products to generate revenue, we have not been
profitable and have incurred operating losses since we were
incorporated in 1988.  As of March 31, 2013, we had an accumulated
deficit of $550.2 million."

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

                          About Telik Inc.

Palo Alto, Calif.-based Telik, Inc., is engaged in the discovery
and development of small molecule therapeutics.

                           *     *     *

Ernst & Young LLP, in San Jose, California, expressed substantial
doubt about Telik, Inc.'s ability to continue as a going concern
following their audit of the Company's financial statements for
the year ended Dec. 31, 2012, citing the Company's recurring
losses from operations, available cash, cash equivalents and
investments and accumulated deficit.


THE GAP: S&P Hikes CCR From 'BB+' on Improved Performance
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating, on San Francisco-based specialty
apparel retailer The Gap Inc. (Gap) to 'BBB-' from 'BB+'.  The
outlook is stable.

"We based the upgrade on view that Gap can sustain recent trends
in same-store sales growth, careful organic expansion and margin
expansion," said Standard & Poor's credit analyst Helena Song.
Gap has demonstrated consistent positive operating performance in
recent quarters, with meaningfully increased operating margins and
positive same store sales.  Its EBITDA margin expanded 240 basis
points (bps) in fiscal 2012 and S&P expects that margins will
further improve in 2013, although at a more moderated pace.  In
addition, the company reported 5% same-store sales for fiscal
2012, which more than offset the negative 4% in fiscal 2011 and
S&P expects sales trend to remain positive in fiscal 2013.  As a
result, S&P revised its assessment of Gap's business risk profile
to "satisfactory" from "fair", reflecting its enhanced
profitability and strengthened product merchandizing.

The rating on Gap reflects Standard & Poor's Ratings Services'
assessment of the company's "satisfactory" business risk profile
and "intermediate" financial risk profile.  Gap's business risk
profile reflects S&P's view of Gap's good market position as one
of the largest specialty apparel retailers in casual apparel,
strong brand names, and brand and geographic diversity.  S&P
believes Gap has demonstrated improvement in product merchandising
and regaining customer traffic, as same-store sales went up 5% in
fiscal 2012 and remained positive in the first quarter of 2013.
As of Feb. 2, 2013, EBITDA margin for the last 12 months was
18.6%, significant improved from 16.2% a year ago.  S&P expects
the company's continuing global expansion and ongoing enhancement
on its omni-channel operation will support further improvement of
its profitability.  S&P's analysis is tempered by the intensely
competitive nature of apparel retailing, including significant
exposure to cotton prices.  S&P believes that specialty apparel
trends will continue to be difficult to predict, and that Gap will
remain vulnerable to changes in fashion.

The stable outlook reflects S&P's expectation that operating
performance will remain good partly because of a rationalized
store base and that credit metrics will continue to be in line
with an intermediate financial risk profile because S&P do not
expect any large increases in debt.  S&P would consider a
downgrade if significant operating underperformance from
merchandising missteps and higher commodity prices or aggressive
financial policies caused credit metrics to weaken such that
leverage rises above 3x for a sustained period.  This could occur
if gross margin declines 500 bps on commodity headwinds while
revenue remains flat.

Longer term, S&P may consider a higher rating if leverage improves
to 1.7x or better, and if S&P believes the company's financial
policies are such that it could maintain credit ratios at that
level.  This would occur if EBITDA increased by about 20% with
debt increases modestly by 5% on store lease expansion.


TIERRA CONTRACTING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Tierra Contracting, Inc.
        P.O. Box 356
        Glendale, AZ 85311

Bankruptcy Case No.: 13-07697

Chapter 11 Petition Date: May 8, 2013

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Daniel P. Collins

Debtor's Counsel: Donald W. Powell, Esq.
                  CARMICHAEL & POWELL, P.C.
                  7301 N. 16th St., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  E-mail: d.powell@cplawfirm.com

Scheduled Assets: $1,625,050

Scheduled Liabilities: $2,009,475

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Richard Juarez, Sr., president.


TIMIOS NATIONAL: Reports $65.8 Million Net Income in 1st Quarter
----------------------------------------------------------------
Timios National Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $65.82 million on $7.35 million of net revenue for
the three months ended March 31, 2013, as compared with a net loss
of $95.96 million on $4.88 million of net revenue for the same
period during the prior year.

The Company's balance sheet at March 31, 2013, showed
$4.41 million in total assets, $2.34 million in total liabilities,
and $2.07 million in total stockholders' equity.

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

                        http://is.gd/eSASdo

                       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.

Timios National disclosed a net loss of $2.76 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.98 million
for the year ended June 30, 2011.


UNI-PIXEL INC: Offering 800,000 Shares Under 2011 Incentive Plan
----------------------------------------------------------------
Uni-Pixel, Inc., registered with the U.S. Securities and Exchange
Commission 800,000 shares of common stock issuable under the
Company's 2011 Stock Incentive Plan, as amended.  The proposed
maximum aggregate offering price is $28.5 million.  A copy of the
Form S-8 prospectus is available at http://is.gd/RolaRZ

                         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 March 31, 2013, showed $19.40 million in total
assets, $693,193 in total liabilities and $18.71 million in total
shareholders' equity.

"As of December 31, 2012, we had a cash balance of approximately
$13.0 million and working capital of $12.8 million.  We project
that current cash reserves will sustain our operations through at
least December 31, 2013, and we are not aware of any trends or
potential events that are likely to adversely impact our short
term liquidity through this term.  We expect to fund our
operations with our net product revenues from our commercial
products, cash and cash equivalents supplemented by proceeds from
equity or debt financings, and loans or collaborative agreements
with corporate partners, each to the extent necessary," according
to the Company's annual report for the year ended Dec. 31, 2012.


UNILIFE CORPORATION: Incurs $14.1-Mil. Net Loss in Fiscal Q3
------------------------------------------------------------
Unilife Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $14.1 million on $685,000 of revenues
for the three months ended March 31, 2013, compared with a net
loss of $14.9 million on $1.3 million of revenues for the three
months ended March 31, 2012.

For the nine months ended March 31, 2013, the Company had a net
loss of $41.2 million on $2.1 million of revenues as compared to a
net loss of $37.4 million on $4.3 million of revenues for the nine
months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed
$75.6 million in total assets, $36.4 million in total liabilities,
and stockholders' equity of $39.2 million.

A copy of the Form 10-Q is available at http://is.gd/81r8rJ

York, Pa.-based Unilife Corporation is a U.S. based company
engaged in the design, development, production and supply of
injectable drug delivery systems.

                          *     *     *

KPMG LLP, in Harrisburg, Pennsylvania, expressed substantial doubt
about Unilife's ability to continue as a going concern, following
the Company's results for the fiscal year ended June 30, 2012.
The independent auditors noted that the Company has incurred
recurring losses from operations and has limited cash resources.


UNITED BANCSHARES: Incurs $1 Million Net Loss in 2012
-----------------------------------------------------
United Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.01 million on $3.08 million of total interest
income for the year ended Dec. 31, 2012, as compared with a net
loss of $1.03 million on $3.30 million of total interest income
for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $65.61
million in total assets, $61.37 million in total liabilities and
$4.23 million in total stockholders' equity.

McGladrey LLP, in Blue Bell, Pennsylvania, 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 regulatory capital amounts and ratios are below
the required levels stipulated with Consent Orders between the
Company and its regulators under the regulatory framework for
prompt corrective action.  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 Company.  These matters raise
substantial doubt about the ability of the Company to continue as
a going concern."

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

                        http://is.gd/IMjoUo

                      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.


UNIVERSITY GENERAL: To Present at 14th B. Riley & Co. Conference
----------------------------------------------------------------
University General Health System, Inc., will be presenting at the
4th Annual B. Riley & Co. Investor Conference on May 20, 2013.

The conference will be held at the Lowes Santa Monica Beach Hotel,
which is located at 1700 Ocean Avenue in Santa Monica, California.

The presentation by Don Sapaugh, president, and Mike Griffin,
chief financial officer, is scheduled for 3:30 p.m. PDT (6:30 p.m.
EDT) on Monday, May 20, 2013, in the Arcadia EF Room.

The prestigious three-day, invitation-only annual B. Riley & Co.
Investor Conference brings together a targeted audience of leading
institutional investors, financial services professionals and
other qualified investors.  The conference will feature
presentations by over 200 companies in a broad range of sectors,
including technology, consumer, retail, energy and financials.
One-on-one meetings with company managements will be available for
all client investors.

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$140.67 million in total assets, $128.38 million in total
liabilities and $3.79 million in series C, convertible redeemable
preferred stock, and $8.49 million in total equity.


UPLAND FORREST: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Upland Forrest Products, Inc.
        1894 Watts Mill Road
        Lineville, AL 36266

Bankruptcy Case No.: 13-40900

Chapter 11 Petition Date: May 8, 2013

Court: United States Bankruptcy Court
       Northern District of Alabama (Anniston)

Judge: James J. Robinson

Debtor's Counsel: Harry P Long, Esq.
                  Stacy L. Upton, Esq.
                  LAW OFFICES OF HARRY P. LONG, LLC
                  P.O. Box 1468
                  Anniston, AL 36202
                  Tel: (256) 237-3266
                  Fax: (256) 237-3268
                  E-mail: hlonglegal@aol.com
                          suptonlegal@aol.com

Scheduled Assets: $900,200

Scheduled Liabilities: $1,029,000

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by William L. Clark, president.


USELL.COM INC: Incurs $1.6-Mil. Net Loss in 1st Quarter
-------------------------------------------------------
usell.com, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.6 million on $1.0 million of revenue of
the three months ended March 31, 2013, compared with a net loss of
$1.1 million on $244,607 of revenue for the same period last year.

The Company's balance sheet at March 31, 2013, showed $1.9 million
in total assets, $1.3 million in total liabilities, and
stockholders' equity of $621,209.

"As reflected in the accompanying financial statements, the
Company had a net loss of approximately $1,563,000 and net cash
and cash equivalents used in operations of approximately $573,000
for the three months ended March 31, 2013.  The Company has an
accumulated deficit of approximately $42,054,000 and a working
capital deficit of approximately $64,000 at March 31, 2013.  The
Company does not yet have a history of financial stability.
Historically, the principal source of liquidity has been the
issuance of debt and equity securities.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern."

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

New York City-based usell.com, Inc., is a technology based company
focused on creating an online marketplace where consumers can sell
small consumer electronics that they are no longer using.


USG CORP: Restricts Transfers of Common Stock to Protect NOLs
-------------------------------------------------------------
USG Corporation held its 2013 annual meeting of stockholders on
May 8, 2013.  At the annual meeting, the stockholders elected
Brian A. Kenney and Steven F. Leer as directors to serve for
for three-year terms to expire in 2016.  The appointment of
Deloitte & Touche LLP as the Corporation's independent registered
public accountants for 2013 was ratified.  The stockholders
approved the Protective Amendment and ratified, by advisory vote,
the amendment to Rights Agreement to restrict certain transfers of
common stock in order to protect the tax benefits of net operating
loss carryforwards.

On May 9, 2013, USG Corporation filed an Amendment to its Restated
Certificate of Incorporation (the "Protective Amendment") with the
Secretary of State of the State of Delaware that restricts certain
transfers of the Corporation's common stock.  The Protective
Amendment is intended to protect the tax benefits of the
Corporation's net operating loss carryforwards.  Subject to
certain limited exceptions, the Protective Amendment's transfer
restrictions would restrict any person from transferring the
Corporation's common stock (or any interest in the Corporation's
common stock) if the transfer would result in a stockholder (or
several stockholders, in the aggregate, who hold their stock as a
"group" under Section 382 of the Internal Revenue Code of 1986, as
amended) owning 4.9 percent or more of the Corporation's common
stock.  Any direct or indirect transfer attempted in violation of
the Protective Amendment would be void as of the date of the
prohibited transfer as to the purported transferee, and the
purported transferee would not be recognized as the owner of the
shares attempted to be owned in violation of the Protective
Amendment for any purpose, including for purposes of voting and
receiving dividends or other distributions in respect of that
common stock, or in the case of options, receiving the
Corporation's common stock in respect of their exercise.

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $125 million on $3.22 billion of net sales, as compared
with a net loss of $390 million on $2.91 billion of net sales
during the prior year.

The Company's balance sheet at March 31, 2013, showed $3.67
billion in total assets, $3.63 billion in total liabilities and
$40 million of total stockholders' equity including noncontrolling
interest.

                            *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 11, 2012, edition of the TCR, Fitch Ratings has
affirmed USG Corporation's (NYSE: USG) ratings, including the
company's Issuer Default Rating (IDR) at 'B-'.  The
Rating Outlook has been revised to Stable from Negative.

The ratings for USG reflect the company's leading market position
in all of its businesses, strong brand recognition, its large
manufacturing network and sizeable gypsum reserves.  Risks include
the cyclicality of the company's end-markets, excess capacity
currently in place in the U.S. wallboard industry, volatility of
wallboard pricing and shipments and the company's high leverage.

As reported by the TCR on Dec. 5, 2012, Moody's Investors Service
affirmed USG Corporation's Caa1 Corporate Family Rating and Caa1
Probability of Default Rating.  USG's Caa1 Corporate Family Rating
reflects its high debt leverage characteristics, despite Moody's
expectation of improving operating performance.


VERMILLION INC: Obtains $13.2 Million in Equity Financing
---------------------------------------------------------
Vermillion, Inc., said that Oracle Investment Management, Jack W.
Schuler, Matthew W. Strobeck and other investors, have agreed,
subject to closing conditions, to make an initial investment of
$13.2 million by purchasing 8 million shares of the Company's
common stock.  Upon the closing of the transaction, Vermillion
will be issuing the investors 12.5 million warrants with a strike
price of $1.46.  If and when the warrants are exercised, the
company will realize an additional $18.3 million in proceeds,
bringing the total investment to $31.5 million, before transaction
costs.

Proceeds from this transaction will be used to increase test sales
and improve reimbursement for OVA1, expand the commercial
opportunity into new markets and advance one or more next-
generation ovarian cancer diagnostic tests.

Neither the Shares nor the Warrants have been registered under the
Securities Act of 1933, as amended.  The Company is relying on the
private placement exemption from registration provided by Section
4(2) of the Act, as a transaction by an issuer not involving a
public offering.  The aggregate consideration to be paid by the
Purchasers at closing is $13,242,500 cash.  The Warrants are
exercisable at any time and from time to time from and after the
90th day following the closing date through and including the date
that is three years following the closing date.

                         About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $8.63 million in total
assets, $3.96 million in total liabilities and $4.66 million in
total stockholders' equity.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


VIGGLE INC: B. Chen Quits as Director, Ellen Has Check In To Win
----------------------------------------------------------------
Benjamin Chen resigned from the Board of Directors of Viggle Inc.
effective May 6, 2013.

Meanwhile, talk show host Ellen DeGeneres announced a new "Check
In To Win" on "The Ellen DeGeneres Show" with the second-screen
application Viggle (Symbol: VGGL).  The "Check In To Win" began on
Monday,
May 6, and will end on Friday, May 31.

Viewers of "The Ellen DeGeneres Show" are encouraged to download
the free Viggle app and check in to "The Ellen DeGeneres Show"
using Viggle's audio check-in feature for a chance to win.  Four
"Ellen" viewers, who have checked in on Viggle during the show's
broadcast each week, will win $20,000.  Plus, every day during the
"Check In To Win," "Ellen" will give away $1,000 to a viewer who
has checked into the show with Viggle.

"You can check in to my show on Viggle to learn more.  Great,
right?  It's really never been easier to make money lying on your
back.  That doesn't sound good.  That does not sound right.  You
know what I mean...," said talk show host Ellen DeGeneres.

"Through this new partnership with 'The Ellen DeGeneres Show,' our
millions of users will now have the opportunity to receive a
unique reward for viewing and engaging with one of their favorite
programs," said Greg Consiglio, Viggle President and COO.  "It's
the latest example of our commitment to working with programmers
to further enhance the second-screen experience and provide
exclusive opportunities for our members every day."

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

The Company's balance sheet at Sept. 30, 2012, showed
$17.3 million in total assets, $22.2 million in total liabilities,
and a stockholders' deficit of $4.9 million.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.


VISUALANT INC: Incurs $2.3 Million Net Loss in March 31 Quarter
---------------------------------------------------------------
Visualant, Incorporated, filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.34 million on $2.21 million of revenue for the
three months ended March 31, 2013, as compared with a net loss of
$632,072 on $1.89 million of revenue for the same period during
the prior year.

For the six months ended March 31, 2013, the Company incurred a
net loss of $3.04 million on $4.27 million of revenue, as compared
with a net loss of $1.18 million on $3.71 million of revenue for
the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $4.14
million in total assets, $5.53 million in total liabilities, a
$1.42 million total stockholders' deficit and $40,133 in
noncontrolling interest.

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

                        http://is.gd/Ft9pjv

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.

PMB Helin Donovan, LLP, in Nov. 10, 2012, 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 sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


WAFERGEN BIO-SYSTEMS: Incurs $3.8-Mil. 1st Quarter Net Loss
-----------------------------------------------------------
WaferGen Bio-systems, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $3.8 million on $178,487 of revenue
for the three months ended March 31, 2013, compared with a net
loss of $2.9 million on $73,233 of revenue for the same period
last year.

The Company's balance sheet at March 31, 2013, showed $7.1 million
in total assets, $9.3 million in total liabilities, and a
stockholder's deficit of $2.2 million.

A copy of the Form 10-Q is available at http://is.gd/PY4njI

                    About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

                           *     *     *

As reported in the TCR on April 11, 2013, SingerLewak LLP, in San
Jose, California, expressed substantial doubt about WaferGen Bio-
systems' ability to continue as a going concern, citing the
Company's operating losses and negative cash flows since
inception.


WARNER CHILCOTT: Moody's Comments on Possible Merger With Actavis
-----------------------------------------------------------------
Moody's Investors Service commented on the announcement that
Actavis, Inc. (Baa3 stable), formerly known as Watson
Pharmaceuticals, Inc., is in early stage discussions with Warner
Chilcott plc (B1 stable) regarding a possible combination of the
two companies.

For Actavis, the willingness to consider such a large-scale
acquisition comes just six months after the $5.5 billion
acquisition of Actavis Group hf, which significantly increased
Actavis' financial leverage. That said, the company's rating and
outlook remain unchanged until there is greater clarity on the
likelihood and the terms of any transaction with Warner Chilcott.
The ultimate credit impact would depend largely on how much of the
acquisition price was funded with debt versus equity.


WAVE SYSTEMS: Incurs $10.2 Million Net Loss in First Quarter
------------------------------------------------------------
Wave Systems Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $10.21 million on $5.79 million of total net revenues for the
three months ended March 31, 2013, as compared with a net loss of
$8.31 million on $6.98 million of total net revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2013, showed $10.77
million in total assets, $22.19 million in total liabilities and a
$11.42 million total stockholders' deficit.

"Over the past 18 months Wave has made substantial investments in
R&D and sales and marketing to position the company in the market
for mobility management of Windows 8 devices as well as Windows 7
and earlier generation machines that are based on Trusted
Computing Group (TCG) standards," commented Wave CEO Steven
Sprague.  "Windows 8 shipments have already reached 100 million
units, with the launch of Windows 8 smartphones soon to follow.
This growing installed base builds on over 600 million already
deployed TCG-compliant devices to present a significant market
opportunity."

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

                        http://is.gd/zka0OX

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

KPMG 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
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $33.96 million, as compared with a net loss of $10.79
million in 2011.


* Moody's Notes Pros and Cons of Lower Natural Gas Prices
---------------------------------------------------------
North America's shale drilling revolution is now permanent and
will keep natural gas selling at historically low prices for at
least the next decade, Moody's Investors Service says in a new
report. And while low natural gas prices will have long-term
benefits for some sectors and companies, they will hurt other
types of businesses, the agency says.

"A surplus of natural gas production will give North American
refiners and chemical producers a long-term competitive advantage
over their peers worldwide, while the shale boom also improves the
credit profiles of US electric and gas utilities," says Managing
Director Steven Wood, lead author of the new report, in
"Chemicals, Refining and Utilities Among Sectors Seeing Biggest
Benefit from Shale."

Natural gas currently sees little trade in the international
marketplace, Wood says, with various difficulties in developing
shale resources elsewhere keeping North America ahead of the game.

Among the many refiners set to benefit are Phillips 66, Marathon
Petroleum and Valero. With lower natural gas costs, they should
enjoy strong cash flows in the intermediate term from North
American crude oil selling below international benchmark prices.

Makers of commodity chemicals will also enjoy lower input costs
and therefore a significant cost advantage for the foreseeable
future - especially companies that produce ammonia and methanol,
including CF Industries, Agrium, Methanex and Rentech Nitrogen
Partners.

For regulated utilities in the US, the shale revolution reduces
the cost of fuel and purchased power, which represent their single
largest expense. And since the utilities usually pass their fuel
costs on to rate payers, lower input costs reduce customers' bills
and improve their relations with regulators. Indeed, the currently
more amicable environment has helped the utilities improve their
cost recovery through base-rate increases, with little impact on
overall customer bills.

The shale boom has also been good business for US and Canadian
Class I railroads, as new pipelines struggle to keep up with oil
production in new locations. The western railroads Burlington
Northern and Union Pacific Railroad will see the most advantage,
since they are close to the Bakken and Eagle Ford shale regions.

"Conversely, the natural gas glut from shale production poses
formidable competition for the US coal industry, as power
producers switch from coal to natural gas and increasingly strict
environmental regulations discourage coal consumption," Wood says.

Low input costs will mean lower power prices, a significant
drawback for merchant power producers, or those exposed to
wholesale power prices. Only Calpine will be less affected, since
it specializes in gas-fired generation.


* U.S. Supreme Court Rules on "Defalcation"
-------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court ruled May 13 in a unanimous
opinion that a debt cannot be shed in bankruptcy for "defalcation"
while acting in a "fiduciary capacity" unless the bankrupt had
knowledge that the conduct was improper or there was gross
recklessness about the improper nature of the action.

The nine-page opinion by Justice Stephen G. Breyer resolved a
question on which the courts of appeal were split three ways.
To arrive at a decision, Justice Breyer relied on an 1878 case
called Neal v. Clark, given the need to define the word
"defalcation" which became a ground under bankruptcy law in 1867
for making a debt nondischargeable in bankruptcy.

Mr. Rochelle's report notes that Monday's opinion is important for
situations where there are co-trustees.  If one trustee steals
from a trust, the innocent trustee now has a debt that can be shed
in bankruptcy, as a result of Monday's case, called Bullock v.
BankChampaign NA.

The report recounts that three circuits said that even an innocent
defalcation by a fiduciary isn't discharged in bankruptcy.  Three
other circuits required "recklessness" to bar discharge, while two
demanded "extreme recklessness," according to the lower court
opinion from the 11th Circuit Court of Appeals in Atlanta.  The
Atlanta court took the middle ground, requiring recklessness.  The
court said that "mere negligence" wasn't enough.  The action had
to be "objectively reckless."  Finding that the lower court
employed the incorrect standard, the unanimous Supreme Court
reversed and sent the case back to the lower courts.

"I wasn't surprised but I was intrigued by the fact it was 9-0,
especially with the U.S. being on the other side," G. Eric
Brunstad Jr. said in an interview, according to the report.  Mr.
Brunstad filed a friend-of-the-court brief supporting the bankrupt
and his ability to shed debt for an action he didn't know was
wrong.  Mr. Brunstad is a lawyer with Dechert LLP in Hartford,
Connecticut, and an adjunct professor at New York University
School of Law.

The U.S. Solicitor General submitted a brief arguing that the debt
should survive bankruptcy.

Mr. Rochelle explains that the case arose from an individual's
Chapter 7 bankruptcy.  The bankruptcy judge ruled that Section
523(a)(4) of the Bankruptcy Code wouldn't allow discharging a
$285,000 debt resulting from misdeeds while acting as a trustee of
a trust.  The case was factually unusual because the trustee took
money from a trust for an unauthorized purpose, although not
knowing it was improper.  Even before he was called on the carpet,
the trustee paid the money back, with interest.  He was
nonetheless saddled with the $285,000 judgment from a state court
on the theory that he should also give back profits he made for
himself from misuse of trust assets.

According to the report, Justice Breyer said that if the conduct
doesn't involve "bad faith, moral turpitude or other immoral
conduct," there must be "intentional wrong."  He proceeded to
define intentional wrong as including not only conduct known to be
wrong but also "reckless conduct of the kind that the criminal law
often treats as the equivalent."  Thus, "defalcation" requires
that the trustee "consciously disregard" or be "willfully blind"
to a "substantial and unjustifiable risk that this conduct will
turn out to violate a fiduciary duty."

The decision means that so-called exceptions to discharge will be
"reserved for truly bad actors," according to Thomas M. Byrne from
Sutherland Asbill & Brennan LLP, who argued the case in the
Supreme Court for the trustee saddled with the $285,000 judgment.

Mr. Rochelle also notes that Monday's decision is an example of
how observers can't anticipate how the Supreme Court will rule
based on questions during oral argument.  During argument in March
when discussing knowledge of wrongdoing, Justice Breyer pointed
out that someone can be convicted of a crime "while
misunderstanding the law of embezzlement."  Later during argument,
Justice Breyer gave a glimpse of his ultimate ruling when he said
that the statute treats defalcation and fraud differently, so
knowledge of improper conduct might be required for defalcation
where it's not for fraud.

The case in the Supreme Court is Bullock v. BankChampaign NA,
11-1518, U.S. Supreme Court (Washington).  The case in the Court
of Appeals was Bullock v. BankChampaign NA (In re Bullock),
11-11686, 11th U.S. Circuit Court of Appeals (Atlanta).


* E.D. Cal. Judge O'Neill Laments on Caseload
---------------------------------------------

In his May 10 decision in the lawsuit, LBUBS 2004-C6 STOCKDALE
OFFICE LIMITED PARTNERSHIP, Plaintiff, v. TERRY L. MORELAND and
PEGGY J. MORELAND, Defendants, No. 1:13-CV-00294-LJO-JLT (E.D.
Cal.), District Judge Lawrence J. O'Neill added a section
"PRELIMINARY STATEMENT TO PARTIES AND COUNSEL," tackling the issue
of heavy caseload of judges in the district.

According to Judge O'Neill, "Judges in the Eastern District of
California carry the heaviest caseloads in the nation, and this
Court is unable to devote inordinate time and resources to
individual cases and matters.  Given the shortage of district
judges and staff, this Court addresses only the arguments,
evidence, and matters necessary to reach the decision in this
order.  The parties and counsel are encouraged to contact the
offices of United States Senators Diane Feinstein and Barbara
Boxer to address this Court's inability to accommodate the parties
and this action.  The parties are required to reconsider consent
to conduct all further proceedings before a Magistrate Judge,
whose schedules are far more realistic and accommodating to
parties than that of U.S. District Judge Lawrence J. O'Neill, who
must prioritize criminal and older civil cases."

"Civil trials set before Judge O'Neill trail until he becomes
available and are subject to suspension mid-trial to accommodate
criminal matters. Civil trials are no longer reset to a later date
if Judge O'Neill is unavailable on the original date set for
trial. Moreover, this Court's Fresno Division randomly and without
advance notice reassigns civil actions to U.S. District Judges
throughout the nation to serve as visiting judges. In the absence
of Magistrate Judge consent, this action is subject to
reassignment to a U.S. District Judge from outside the Eastern
District of California."

In the lawsuit, LBUBS seeks to enforce a guaranty agreement
against the Morelands to obtain a deficiency judgment for the
difference between the amount LBUBS paid for a Bakersfield
property at a trustee's sale and the amount outstanding on the
loan that the Morelands guaranteed, plus accrued interest.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Apr. 21, 2013



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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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
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herein is obtained from sources believed to be reliable, but is
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are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***