TCR_Public/130516.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, May 16, 2013, Vol. 17, No. 134

                            Headlines

2290 ANDREWS: Case Summary & Largest Unsecured Creditor
5TH AVENUE: May 28 Hearing on US Trustee's Bid for Case Dismissal
A123 SYSTEMS: B456 Creditors Settle With JCI on Plan
ADVANCED LIVING: 6 Texas Nursing Homes Sold for $18-Mil.
ADVANSTAR COMMS: Planned Refinancing Cues Moody's Ratings Review

AEROFLEX INC: Debt Amendments No Impact on Moody's 'B1' CFR
AFA INVESTMENT: Cash Collateral Termination Date Moved to May 16
AGFEED INDUSTRIES: K. Maib Appointed Chief Restructuring Officer
ALLIED IRISH: Issues 4.1 Billion Ordinary Shares to the NPRFC
AMERICA WEST: To Sell Assets to Utah Mining Operation

ALLY FINANCIAL: Enters Into Plan Support Agreement with ResCap
AMBAC FINANCIAL: Reports $282.3MM Net Profit in First Quarter
AMERICAN AIRLINES: AMR, Unions Agree on Integrating Workers
AMPAL-AMERICAN: Executives Seek to Access Defense Funds
ARROW ALUMINUM: Hearing on Cash Collateral Use Set for May 22

ARROW ALUMINUM: No Appointment of Committee of Unsecured Creditors
ARROW ALUMINUM: Taps Harris Shelton as Bankruptcy Counsel
ARROW ALUMINUM: FCNB Wants Stay Relief to Repossess Collateral
ARISTA POWER: Incurs $1.2-Mil. Net Loss in 1st Quarter
ATARI INC: Seeks More Time to File Plan as Sale Process Drags On

ATLANTIC COAST: Soliciting Approval of Merger with Bond Street
BBX CAPITAL: To Merge with BFC Financial in Stock Transaction
BEBO.COM INC: Files Chapter 11 Bankruptcy in Los Angeles
BEST INTERNATIONAL: Closure of US v Safeco Suit Recommended
BLUE EARTH: Incurs $1.9-Mil. Net Loss in 1st Quarter

BON-TON STORES: Had $646.9 Million Total Sales in First Quarter
BON-TON STORES: Fitch Affirms, Withdraws B- Issuer Default Rating
BROWNIE'S MARINE: Incurs $1.2 Million Net Loss in 1st Quarter
CAMCO FINANCIAL: Files Form 10-Q, Earns $499,000 in 1st Quarter
CASE STREET: Involuntary Chapter 11 Case Summary

CLEAN COAL: Incurs $1.3-Mil. Net Loss in 1st Quarter
CENTRAL EUROPEAN: Roust Extends Exchange Offer for 3% Senior Notes
CLEARWIRE CORP: SoftBank Says Sprint Won't Stop Funding
COASTAL CONDOS: Section 341(a) Meeting Scheduled on June 17
COASTAL CONDOS: Case Summary & 20 Largest Unsecured Creditors

CODA HOLDINGS: Seeks to Give Employees Bonuses Tied to Sale
COMMUNITY WEST: Files Form 10-Q, Posts $1.1MM Net Income in Q1
COMDISCO HOLDING: Posts $555,000 Net Loss in First Quarter
DENTAL CLUB: Case Summary & 20 Largest Unsecured Creditors
DETROIT, MI: 14 Restructuring Law Firms Competed for Work

DISH NETWORK: Moody's Cuts DBS Unit's Corp. Family Rating to Ba3
DUNE ENERGY: Incurs $3.2 Million Net Loss in First Quarter
EARTHLINK INC: Moody's Rates Proposed $300MM Senior Notes 'Ba3'
ECOSPHERE TECHNOLOGIES: Delays Q1 Form 10-Q for Negotiations
EDENOR SA: Buenos Aires Stock Exchange Revokes Listing Suspension

EMPIRE RESORTS: Gets $6.9MM From Exercise of Subscription Rights
ENGLOBAL: Reports $1.9MM Net Income in Q1; In Debt Default
ERF WIRELESS: To Issue 1 Million Shares Under 2013-A Stock Plan
FAIRFAX FINANCIAL: Fitch Places 'BB' Ratings on 5 Preferred Shares
FIRST FINANCIAL: Had $5.9 Million Net Interest Income in Q1

FITNESS HOLDINGS: Squire Sanders Says 9th Cir. Flips Precedence
FLUX POWER: Incurs $1.1-Mil. Net Loss in Fiscal Third Quarter
GASCO ENERGY: Posts $1.7MM Q1 Loss, Mulls Chapter 11
GELTECH SOLUTIONS: Incurs $861,000 Net Loss in March 31 Quarter
GETTY IMAGES: Moody's Notes Weak Position in 'B2' Bracket

GLOBALSTAR INC: Forbearance with Noteholders Extended to May 20
GMX RESOURCES: Incurs $198.6 Million Net Loss in 2012
GOLDEN GUERNSEY: Lifeway Foods Buys Dairy Plant for $7.4 Million
GOLDEN PRIZM: Case Summary & 3 Unsecured Creditors
GRANITE DELLS: Ch. 11 Trustee Can Hire Steve Brown as Attorney

GUITAR CENTER: Incurs $23.4 Million Net Loss in First Quarter
HALLWOOD GROUP: Posts Net Loss of $1.3 Mil. in First Quarter
HAWAIIAN AIRLINES: Fitch Rates Proposed $116.3MM Cl. B Certs 'BB'
HAWAIIAN HOLDINGS: Moody's Assigns 'B3' CFR, Stable Outlook
HAWAIIAN PLAZA: Voluntary Chapter 11 Case Summary

HAWAIIAN TELCOM: Moody's Assigns 'B1' Rating to $300MM Term Loan
HEALTHWAREHOUSE.COM INC: Stockholders' Meeting Set on Aug. 15
HOWREY LLP: Trustee Files More Unfinished Business Lawsuits
ICTS INTERNATIONAL: Incurs $9 Million Net Loss in 2012
IFS FINANCIAL: Chapter 7 Trustee to Appeal Ouster

INERGETICS INC: Inks Licensing Agreement with Martha Stewart
INFUSYSTEM HOLDINGS: Reports $51,000 Net Income in First Quarter
INFUSYSTEM HOLDINGS: Ryan Morris Had 8.1% Equity Stake at May 13
ING U.S.: Fitch to Rate $750MM Subordinated Notes 'BB'
ING U.S.: Moody's Rates $750MM Jr. Sub. Debentures Ba1(hyb)

INTERFAITH MEDICAL: Taps Charles A. Barragato as Tax Accountant
INTERLEUKIN GENETICS: Posts $1.2MM Q1 Loss; Seeks Addt'l Funding
INTERNATIONAL FUEL: Letter From Former Accountants
IOWA FINANCE: Fitch Assigns 'BB-' Rating to $1.18 Billion Bonds
J AND Y INVESTMENT: Hearing Friday on Bid to Use Cash Collateral

J.C. PENNEY: Copy of Presentation to Potential Lenders
J.C. PENNEY: Moody's Assigns 'B2' Rating to New $1.75-Bil. Debt
JACKSONVILLE BANCORP: Amends Form S-3 Prospectus
JAMES RIVER: Shareholders Elect Two Directors to Board
JONES SODA: Incurs $399,000 Net Loss in 1st Quarter

LDK SOLAR: Widens Net Loss to $1.05-BiL. in 2012
LEGENDS GAMING: Plan Has June 24 Confirmation Hearing
LLS AMERICA: Silence, Inaction Cost 3 Defendants $500 Each
LOCAL SERVICE: Court Denies Motion to Amend Scheduling Order
LYON WORKSPACE: Lawyer Asks to Extend Plan-Filing Rights

MACROSOLVE INC: Issues Letter to Shareholders
MARKETING WORLDWIDE: Delays Form 10-Q for First Quarter
MERIDIAN MORTGAGE: Rockhills' Claims v. Jeude, Univest Dismissed
MOMENTIVE PERFORMANCE: Posts Net Loss of $68 Mil. in 1st Quarter
MSR HOTELS: Section 341(a) Meeting Scheduled on July 9

MSR HOTELS: Case Summary & 7 Unsecured Creditors
MUNDY RANCH: Hearing on Trustee Appointment Reset Until July 9
NETWORK CN: Incurs $1.2-Mil. Net Loss in 2012
NEW SPIRIT OF PRAYER: Voluntary Chapter 11 Case Summary
NICOLETTI OIL: Case Summary & 11 Largest Unsecured Creditors

NEWLAND INT'L: UST Seeks Transparency on Trump Deal
NYTEX ENERGY: Incurs $669,500 Net Loss in First Quarter
OAK ROCK: Files for Chapter 11 After Defrauding Lenders
OHR HATORAH: Case Summary & 10 Largest Unsecured Creditors
ORCHARD SUPPLY: Fails to Comply with NASDAQ's Equity Requirement

ORMET CORP: Cancels Auction, Proceeds with Sale to Wayzata
OSAGE EXPLORATION: Incurs $73,000 Net Loss in First Quarter
OVERSEAS SHIPHOLDING: Delays Form 10-Q for First Quarter
PALATIN TECHNOLOGIES: Incurs $4-Mil. Loss in Fiscal Third Quarter
PATRIOT COAL: Judge Declines to Name Ch. 11 Trustee

PATRIOT COAL: Rabbi Pleads for Workers' Healthcare
PENSON WORLDWIDE: Seeks Extension of Exclusive Plan Filing Period
PENSON WORLDWIDE: Wants Sec. 345 Guidelines Waived Until June 12
PENSON WORLDWIDE: Walks Away from NYSE Deal; To Reject More Deals
PENSON WORLDWIDE: Reimbursement of Exec. Defense Costs Gets Ct. OK

PEREGRINE FIN'L: Trustee Considers Pursuing Banks Over Collapse
PHOENIX THREE: Voluntary Chapter 11 Case Summary
PHILLIP NMN GOODE: Truesdell Wins $58K Judgment
PLY GEM HOLDINGS: Amends 18.1 Million Shares Prospectus
POINT CENTER: Committee Taps Marshack Hays as General Counsel

POINT CENTER: Fox John Approved as Special Appellate Counsel
POINT CENTER: Goe & Forsythe Approved as General Bankr. Counsel
POINT CENTER: Has Until Dec. 1 to Propose Chapter 11 Plan
PRE-PAID LEGAL: Moody's Rates 1st Lien Debt Ba3, 2nd Lien Debt B3
PRESSURE BIOSCIENCES: Incurs $4.4 Million Net Loss in 2012

PRIMUS TELECOM: Moody's Retains B3 CFR Over Asset Sale Deal
PROSEP INC: Obtains Covenant Waiver for Subsidiary
PROVIDENT COMMUNITY: Incurs $463,000 Net Loss in First Quarter
PWK TIMBERLAND: Withdraws Bid to Employ Scalisi Myers as CPA
QWEST CORP: Fitch Assigns 'BB+' Issuer Default Rating

RAPID AMERICAN: Committee Can Hire Caplin & Drysdale as Counsel
REAL ESTATE ASSOCIATES: Incurs $81,000 Net Loss in 1st Quarter
RESIDENTIAL CAPITAL: Ally Settlement Signed, Disclosure by May 21
RESIDENTIAL CAPITAL: Enters Into Plan Support Agreement
REVSTONE INDUSTRIES: Gellert et al., Okayed as Interim Counsel

REVSTONE INDUSTRIES: Angle Advisors to Assist in Greenwood Sale
REVSTONE INDUSTRIES: June 28 Set as General Claims Bar Date
RHYTHM & HUES: Debtor Changing Name to AWTR Liquidation
RYLAND GROUP: New $250MM Sr. Notes Issue Gets Moody's B1 Rating
SBM CERTIFICATE: Has Until May 24 to File Schedules

SCHOOL SPECIALTY: Moody's Gives B3 CFR & Rates $125MM Loan Caa1
SHERIDAN GROUP: Reports $394,800 Net Income in First Quarter
SKYLINK AVIATION: Deans Knight May Recover Some Value From DIP
SMART ONLINE: Incurs $1.4 Million Net Loss in First Quarter
SOUTHERN CONNECTICUT BANCORP: Incurs $86,400 Loss in 1st Quarter

SPRINGLEAF FINANCE: Incurs $7.4 Million Net Loss in First Quarter
SPUDSINC LLC: Voluntary Chapter 11 Case Summary
STONEMOR PARTNERS: Moody's Assigns 'B3' Rating to $175MM Bonds
STEREOTAXIS INC: Incurs $4.9 Million Net Loss in 1st Quarter
SUMMIT FAMILY: Closes Three K-BOB's Steakhouses; Ends Lease Deals

SYNAGRO TECHNOLOGIES: ASOA Saving Synagro From Quick EQT Sale
THOMPSON CREEK: Shareholders' Meeting Adjourned Until May 29
THQ INC: Developer Sells Last 6 Game Titles for $6.55-Mil.
TLO LLC: Files for Bankruptcy
UNIGENE LABORATORIES: Nordic Buys Ownership in JDV for $1-Mil.

UNIGENE LABORATORIES: Cash Can Only Sustain Until June 15
VINEYARD NATIONAL: Bankr. Court Rules on Disputes With FDIC
VYCOR MEDICAL: Fountainhead Capital Owned 67.7% Stake at May 3
W.R. GRACE: Executive Joint Venture Agreement with Al Dahra
Z TRIM HOLDINGS: Incurs $11.3 Million Net Loss in First Quarter

* Auto Loan Delinquency Rate Up in Q1, Experian Report Shows

* Regulators Shut Down Banks in North Carolina, Georgia

* Fitch Says "Fallen Angels" Ticking Up For U.S. Corporates
* Moody's Says Fiscal Pressure on California Cities to Continue

* McGlinchey Stafford Adds Three Attorneys to Florida Offices

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

2290 ANDREWS: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: 2290 Andrews Avenue Corp
        5308 13th Avenue, #216
        Brooklyn, NY 11219

Bankruptcy Case No.: 13-42780

Chapter 11 Petition Date: May 7, 2013

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Nancy Hershey Lord

Debtor's Counsel: Solomon Rosengarten, Esq.
                  1704 Avenue M
                  Brooklyn, NY 11230
                  Tel: (718) 627-4460
                  Fax: (718) 627-4456
                  E-mail: VOKMA@aol.com

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

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

The petition was signed by Joel Gruenwald, president.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Horizon Oil Corp.                  Contract                $60,000
9 Jefferson Street
Passaic, NJ 07055


5TH AVENUE: May 28 Hearing on US Trustee's Bid for Case Dismissal
-----------------------------------------------------------------
The Hon. Erithe A. Smith of the U.S. Bankruptcy Court for the
Central District of California has set a hearing for May 28, 2013,
at 10:30 a.m., on the motion of Peter C. Anderson, U.S. Trustee
for Region 16, to dismiss or convert 5th Avenue Partners, LLC's
Chapter 11 case to Chapter 7.

The U.S. Trustee says that there is no purpose for this case to
remain in Chapter 11.

When the Debtor filed for Chapter 11 relief in June 2010, it owned
a hotel in San Diego and an adjacent entertainment venue.  In May
2011, these assets were sold pursuant to an order of the Court.
The sale order provided that a portion of the sale proceeds in
the amount of $21 million would be held by the Debtor in an escrow
fund pending resolution of lien disputes between WestLB and
various parties.  Recently, the Court entered an order for
the release of $10.5 million to WestLB from this escrow fund.

Three adversary proceedings were commenced.  Two of those have
been closed and the remaining adversary proceeding has been
dismissed with prejudice.

According to the U.S. Trustee, neither the Debtor nor any other
party has filed a plan with the Court.  The U.S. Trustee asks the
Court to issue an order regarding the disposition of the remaining
escrow funds currently being held by the Debtor.

                     About 5th Avenue Partners

Newport Beach, California-based 5th Avenue Partners owns and
operates the Se San Diego hotel located in San Diego, California's
financial district.  The hotel has 184 guestrooms, a 5,500-square-
foot spa, a restaurant, rooftop bar and lounge, 20,000 square feet
of banquet space and meeting rooms, an outdoor rooftop pool,
fitness center and 23 unsold condominium units.  5th Avenue also
owns next to the Se San Diego hotel building a 31,000-square-foot
building, which it leases to the House of Blues music club.

5th Avenue Partners, LLC, filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-18667) on June 25, 2010.  Marc J.
Winthrop, Esq., at Winthrop Couchot PC, in Newport Beach,
California, serves as counsel to the Debtor.  Blitz Lee & Company
serves as its accountant.  Richard M. Kipperman was appointed as
chief restructuring officer.  The Company estimated assets at
$10 million to $50 million and debts at $50 million to
$100 million.  The Official Committee of Unsecured Creditors
tapped Baker & McKenzie LLP as counsel.


A123 SYSTEMS: B456 Creditors Settle With JCI on Plan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of B456 Systems Inc. settled with the
company's one-time buyer Johnson Controls Inc., removing an
obstacle to approval of the liquidating Chapter 11 plan at the
May 20 confirmation hearing.

The report recounts that Milwaukee-based JCI was the stalking
horse making the first bid at auction for the producer of
automotive lithium-ion batteries.  China's Wanxiang Group Corp.
ended up with the top bid of $256.6 million for most of the
business.  The sale was approved and completed in January.
Although the creditors objected to paying JCI a $5.5 million
breakup fee as a consolation prize for losing the auction, the
bankruptcy court in Delaware permitted JCI to receive the funds
when the sale was completed.  The committee nonetheless conducted
an investigation of JCI, compelling the production of documents.

The report relates that the lingering dispute was solved when the
committee filed papers this week for approval of a compromise with
JCI, which will pay $200,000 and abandon an objection to plan
approval, assuming the compromise is court-approved.  JCI will
give releases of claims to the committee and B456, and vice versa.
In case the plan doesn't go through as planned on May 20, B456
filed papers seeking an expansion until June 30 of the exclusive
right to file a plan.

                       About A123 Systems

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

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

Prior to the bankruptcy filing, A123 had an agreement to sell an
80% stake in the business to Chinese auto-parts maker Wanxiang
Group Corp.  U.S. lawmakers opposed the deal over concerns on the
transfer of American taxpayer dollars and technology to China.
When it filed for bankruptcy, the Debtors presented a deal to sell
all assets to Johnson Controls Inc., subject to higher and better
offers.  At the auction in December 2012, most of the assets ended
up being sold for $256.6 million to Wanxiang.  The deal received
approval from the Committee on Foreign Investment in the U.S. on
Jan. 29, 2013.

A123 Systems was renamed B456 Systems Inc., following the sale.

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

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


ADVANCED LIVING: 6 Texas Nursing Homes Sold for $18-Mil.
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Advanced Living Technologies Inc. has permission from
the bankruptcy court to sell its six not-for-profit Texas nursing
homes for $18 million to Southern TX SNF Realty LLC.  The U.S.
bankruptcy judge in Austin, Texas, approved the sale on May 10.
The indenture trustee for the bondholders consented to the sale,
according to a court filing.

              About Advanced Living Technologies

Advanced Living Technologies, Inc., owner of six skilled nursing
facilities throughout Texas, filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sell
substantially the facilities as a going-concern in two months.

The Debtor previously sought Chapter 11 protection in January 2008
(Bankr. W.D. Tex. Case No. 08-50040) and exited bankruptcy in May
2008.

In the new Chapter 11 case, the Debtor has tapped Hohmann, Taube &
Summers, LLP, as counsel, CohnReznick LLP, as financial advisor,
and RBC Capital Markets, LLC, as investment banker.  The Debtor
listed total assets of $12 million and liabilities of $25 million
in the 2013 petition.


ADVANSTAR COMMS: Planned Refinancing Cues Moody's Ratings Review
----------------------------------------------------------------
Moody's Investors Service placed the ratings for Advanstar
Communications, Inc. on review for upgrade following its plan to
raise capital to refinance all existing debt.

In conjunction with the refinancing, ENK International Holdings,
Inc. will become a wholly-owned subsidiary of the Company and part
of the rated entity. Advanstar plans to issue $475 million of new
1st and 2nd lien bank debt which will be combined with $95 million
of new preferred equity financing from parent Advanstar Global LLC
to repay $480 million of debt at Advanstar Communications and $73
million of debt at ENK and for the transaction's related fees and
expenses.

Upon completion of the transaction, Moody's is likely to upgrade
Advanstar's corporate family rating  to B3 from Caa2. Moody's also
anticipates changing the ratings outlook to stable. Based on the
expected B3 CFR, Moody's has assigned B1 (LGD3-31%) ratings to the
proposed $320 million senior secured 1st lien credit facilities,
which consist of a $300 million term loan and $20 million revolver
and a Caa2 (LGD5-84%) rating to the proposed $175 million 2nd lien
term loan.

Issuer: Advanstar Communications, Inc.

On Review for Possible Upgrade:

Probability of Default Rating, Placed on Review for Possible
Upgrade, currently Caa2-PD

Corporate Family Rating, Placed on Review for Possible Upgrade,
currently Caa2

Assignments:

$300M Senior Secured Bank Credit Facility, Assigned B1 (LGD3,
31%); Placed Under Review for further Possible Upgrade

$20M Senior Secured Bank Credit Facility, Assigned B1 (LGD3, 31%);
Placed Under Review for further Possible Upgrade

$175M Senior Secured Bank Credit Facility, Assigned Caa2 (LGD5, 84
%); Placed Under Review for further Possible Upgrade

Outlook Actions:

Outlook, Changed To Rating Under Review From Negative

Ratings Rationale:

The potential upgrade to B3 is the result of a much improved
credit profile and the resolution of Advanstar's upcoming debt
maturity. The injection of new preferred equity capital to finance
the combination of ENK and Advanstar will result in a dramatic
improvement in leverage and cash flow and a slight improvement in
business scale. Moody's attributes 75% equity and 25% debt
treatment to the preferred equity. The combination with ENK will
expand Advanstar's addressable market to both the Eastern and
Western US and could result in an acceleration of growth. However,
the B3 CFR also reflects high leverage, a cyclical business
profile, small scale and the rapidly shifting consumer preferences
within the company's core end markets of fashion and motor sports.

Pro forma for the combination with ENK, Advanstar's leverage was
approximately 8x (Moody's adjusted) at the end of 2012. With the
proposed capital structure, Moody's expects leverage to fall to
6.5x at year end 2013 and below 6x by year end 2014 through cost
synergies, revenue growth and debt repayment. In addition to the
leverage improvement from EBITDA growth, Moody's expects Advanstar
to generate substantial free cash flow and assumes the company
will repay debt via the mandatory 50% excess cash flow sweep as
stipulated in the terms of the proposed credit agreement.

The ratings for the debt instruments reflect both the overall
probability of default of Advanstar, to which Moody's expects to
assign a probability of default rating  of B3-PD, the average
family loss given default assessment, and the composition of the
debt instruments in the capital structure. The proposed 1st lien
credit facilities are rated B1 (LGD3, 31%), two notches above the
CFR given the loss absorption from the Caa2 (LGD5, 84%) rated 2nd
lien debt.

The principal methodology used in this rating was Global
Publishing Industry published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Santa Monica, California, Advanstar
Communications, Inc. is a business-to-business media company
serving customers in the fashion, powersports, licensing and life
sciences industries. The company owns and operates trade shows,
magazines and websites. Revenues for the group were approximately
$292 million for fiscal 2012, with revenues for Advanstar
Communications of $229 million and revenues for ENK of $63
million.


AEROFLEX INC: Debt Amendments No Impact on Moody's 'B1' CFR
-----------------------------------------------------------
Moody's Investors Service said that Aeroflex Inc.'s B1 corporate
family rating is not affected by the amendment to Aeroflex's
senior secured credit facilities to extend the tenor by one and a
half years to November 2018 and 2019, for the revolver and term
loan, respectively; to replace the total leverage covenant with a
springing covenant on the revolver; and to reduce pricing.

Amkor, based in Chandler, Arizona, is one of the largest providers
of outsourced semiconductor assembly and test services for
integrated semiconductor device manufacturers as well as fabless
semiconductor companies.


AFA INVESTMENT: Cash Collateral Termination Date Moved to May 16
----------------------------------------------------------------
AFA Investment Inc., et al., and the second lien agent agreed to
further extend the termination date under the interim cash
collateral order through May 16, 2013.

                          About AFA Foods

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

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

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

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

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

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

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

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

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


AGFEED INDUSTRIES: K. Maib Appointed Chief Restructuring Officer
----------------------------------------------------------------
The Board of Directors of AgFeed Industries, Inc., appointed Keith
A. Maib to serve as the Chief Restructuring Officer of the Company
in connection with the Company's evaluation of strategic options,
which may include the sale of all or substantially all of the
Company's assets.  Mr. Maib will remain an employee of Mackinac
Partners LLC, a leading financial advisory and turnaround
management firm, and his appointment will be through an engagement
agreement to be entered into with Mackinac.  Mr. Maib will report
directly to the Board.

Mr. Maib, age 54, is currently a Senior Managing Director of
Mackinac Partners LLC, where he has been employed for five years.
Mr. Maib has more than 25 years of diversified business
experience, including serving as a partner in two international
accounting firms, and is nationally recognized as a leading
turnaround executive.  Most recently, Mr. Maib served as the
interim Chief Executive Officer and Interim Chief Financial
Officer for PlayPower Holdings, Inc., a manufacturer of commercial
playground equipment and floating dock systems, from September
2010 to June 2012, where he continues to serve as a director.  Mr.
Maib previously served as the Interim Chief Operating and
Marketing Officer for Sunterra Corporation, now known as Diamond
Resorts International, a developer and marketer of vacation
ownership interests.  Mr. Maib has also served as the Chairman and
Chief Executive Officer of Worldnet Communications/ WCI Cable,
owners and operators of a telecommunications system, the Chief
Restructuring Officer of RSL Communications, an international
telecommunications company, and the Chief Operating Officer of
Borland, a software publisher.  Mr. Maib also previously served as
Chief Executive Officer and Director of PennCorp Financial Group,
a life insurance holding company, and as Chief Financial Officer
and Director of Acordia, an insurance brokerage firm.  Mr. Maib
started his professional career with Price Waterhouse in 1981 and
was admitted to its partnership in 1993 in the corporate recovery
practice.  Mr. Maib graduated from the University of Kansas in
1981 with a Bachelor's degree in business administration and an
emphasis in accounting.

AgFeed USA, LLC, a wholly owned subsidiary of the Company, has
paid Mackinac a total of $524,907 of fees and $30,875 of expenses,
including the retainer, through May 10, 2013, under a separate
engagement letter, dated Feb. 25, 2013, under which Mackinac has
provided restructuring and financial advisory services to AgFeed
USA and Mr. Maib has been made available to serve as the Chief
Restructuring Officer of AgFeed USA.  AgFeed USA committed to a
$100,000 non-refundable retainer and engaged Mackinac at hourly
rates depending on the qualifications and responsibilities of the
Mackinac employees engaged plus reimbursement of out-of-pocket
expenses incurred by Mackinac.

                      About Agfeed Industries

NASDAQ Global Market Listed AgFeed Industries is an international
agribusiness with operations in the U.S. and China.  AgFeed has
two business lines: animal nutrition in premix, concentrates and
complete feeds and hog production. In the U.S., AgFeed's hog
production unit, M2P2, is a market leader in setting new standards
for production efficiency and productivity.  AgFeed believes the
transfer of these processes, procedures and techniques will allow
its new Western-style Chinese hog production units to set new
standards for production in China. China is the world's largest
pork market consuming 50% of global production and over 62% of
total protein consumed in China is pork.  Hog production in China
currently enjoys income tax free status.


ALLIED IRISH: Issues 4.1 Billion Ordinary Shares to the NPRFC
-------------------------------------------------------------
Allied Irish Banks, p.l.c., has issued and allotted 4,144,055,254
ordinary shares to the National Pensions Reserve Fund Commission
(NPRFC) by way of bonus issue.  This number of shares is equal to
the aggregate cash amount of the annual dividend of EUR280m on the
NPRFC's holding of EUR3.5 billion 2009 Non Cumulative Preference
Shares, divided by the average price per share in the 30 trading
days prior to May 13, 2013.

Application will be made in due course for the listing of these
new shares.  The total number of AIB ordinary shares in issue post
this bonus issue is 521,261,151,503 (excluding treasury shares).
The Irish State, through the NPRFC, owns 99.8 percent of the
ordinary shares of AIB.

                     About Allied Irish Banks

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

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

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

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

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.


AMERICA WEST: To Sell Assets to Utah Mining Operation
-----------------------------------------------------
Stephanie Gleason writing for Dow Jones' DBR Small Cap reports
Utah mining company America West Resources Inc. will be forced to
sell its assets to a company owned by Rhino Resource Partners LP
for $1.25 million after a bankruptcy judge ruled to enforce the
sale.

                      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.

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.


ALLY FINANCIAL: Enters Into Plan Support Agreement with ResCap
--------------------------------------------------------------
Ally Financial Inc. on May 14 disclosed that it has entered into a
comprehensive plan support agreement with the Residential Capital,
LLC estate and its major creditors to support a Chapter 11 plan in
ResCap's Chapter 11 cases.  The plan will settle all existing and
potential claims between Ally and ResCap and all potential claims
held by third parties related to ResCap that could be brought
against Ally and subsidiaries that are not Chapter 11 debtors,
except for securities claims by the Federal Housing Finance Agency
(FHFA) and the Federal Deposit Insurance Corporation (FDIC), as
receiver for certain failed banks.

The plan support agreement and Chapter 11 plan is subject to
approval by ResCap's Bankruptcy Court and definitive
documentation.  The parties have agreed under the plan support
agreement to keep the terms confidential until the debtors file a
motion to approve the plan support agreement, which is expected to
occur next week.  The economic consideration payable by Ally,
however, is not subject to further negotiation.

"This agreement is a seminal moment for Ally," said Chief
Executive Officer Michael A. Carpenter.  "We are pleased to have
reached a consensual and comprehensive agreement that enables the
company to put the issues related to the mortgage industry behind
us. We remain confident in our strategic direction going forward
and in the market position we hold with our leading dealer
financial services and direct banking franchises.  These
franchises are the cornerstones of Ally's future success."

Mr. Carpenter continued, "I also would like to thank the Honorable
James Peck for his tireless efforts to resolve this complex
mediation, without which the parties would not have reached this
positive outcome for all concerned."

The settlement was reached as part of the mediation with ResCap
and its creditors.  The plan fully releases Ally from any claim
that could be brought by ResCap, including all representation and
warranty claims that reside with ResCap, and all claims held by
third parties related to ResCap, other than securities claims
against Ally and its subsidiaries that are not Chapter 11 debtors
from FHFA and the FDIC.  Ally believes it has strong defenses
against these claims and will vigorously defend its position, as
necessary.

The parties to the comprehensive settlement include: Ally and its
consolidated subsidiaries, ResCap and its affiliated debtor
entities, the official committee of unsecured creditors, AIG Asset
Management (U.S.), LLC, Allstate Insurance Company, Financial
Guaranty Insurance Company, which intends to execute the agreement
pending regulatory approval, counsel to the putative class of
persons represented in the consolidated class action entitled In
re: Community Bank of Northern Virginia Second Mortgage Lending
Practice Litigation, filed in the United States District Court for
the Western District of Pennsylvania, MDL No. 1674, Case Nos. 03-
0425, 02-01201, 05-0688, 05-1386, Massachusetts Mutual Life
Insurance Company, MBIA Insurance Corporation, Paulson & Co. Inc.,
a holder of Senior Unsecured Notes issued by ResCap, Prudential
Insurance Company of America, certain investors in RMBS backed by
mortgage loans held by securitization trusts associated with
securitizations sponsored by the Debtors between 2004 and 2007
represented by Kathy Patrick of Gibbs & Bruns LLP and Keith H.
Wofford of Ropes & Gray LLP, Talcott Franklin of Talcott Franklin,
P.C. as counsel for certain RMBS investors, Wilmington Trust,
National Association in its capacity as Indenture Trustee for the
Senior Unsecured Notes, and certain trustees or indenture trustee
for certain mortgage backed securities trusts.

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company's balance sheet at Dec. 31, 2012, showed
$182.34 billion in total assets, $162.44 billion in total
liabilities, and $19.89 billion in total equity.  Ally Financial
Inc. reported net income of $1.19 billion for the year ended
Dec. 31, 2012, as compared with a net loss of $157 million during
the prior year.

                           *     *     *

As reported by the TCR on Feb. 27, 2013, Moody's Investors Service
confirmed the B1 corporate family and senior unsecured ratings of
Ally Financial, Inc. and supported subsidiaries and assigned a
positive rating outlook.

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.  The downgrade primarily reflects
deteriorating operating trends in ResCap, which has continued to
be a drag on Ally's consolidated credit profile, as well as
exposure to contingent mortgage-related rep and warranty and
litigation issues tied to ResCap, which could potentially impact
Ally's capital and liquidity levels.  In the Feb. 13, 2013,
edition of the TCR, Fitch Ratings has maintained the Rating Watch
Negative on Ally Financial Inc. including the Long-term IDR 'BB-'.

As reported by the Troubled Company Reporter on May 22, 2012,
Standard & Poor's Ratings Services revised its outlook on Ally
Financial Inc. to positive from stable.  At the same time,
Standard & Poor's affirmed its ratings, including its 'B+' long-
term counterparty credit and 'C' short-term ratings, on Ally.
"The outlook revision reflects our view of potentially favorable
implications for Ally's credit profile arising from measures the
company announced May 14, 2012, designed to resolve issues
relating to Residential Capital LLC, Ally's troubled mortgage
subsidiary," said Standard & Poor's credit analyst Tom Connell.

In the May 28, 2012 edition of the TCR, DBRS, Inc., has placed the
ratings of Ally and certain related subsidiaries, including its
Issuer and Long-Term Debt rating of BB (low), Under Review
Developing.  This rating action follows the decision by Ally's
wholly owned mortgage subsidiary, Residential Capital to file a
pre-packaged bankruptcy plan under Chapter 11 of the U.S.
Bankruptcy Code.


AMBAC FINANCIAL: Reports $282.3MM Net Profit in First Quarter
-------------------------------------------------------------
Ambac Financial Group, Inc. on May 15 reported a first quarter
2013 net profit of $282.3 million, as compared to a first quarter
2012 net profit of $253.3 million.  Relative to first quarter
2012, the improvement in first quarter 2013 results was primarily
driven by lower loss and loss expenses, higher net realized
investment gains, and income from variable interest entities
(VIE's), partially offset by lower net investment income,
derivative product revenues, and other income.  In addition, a
reduction to the credit valuation adjustment ("CVA"), resulting
from the improved perception of Ambac Assurance's credit quality,
lowered net income by $99.6 million and $138.1 million for the
three months ending March 31, 2013 and 2012, respectively.

First Quarter 2013 Summary

Relative to the first quarter of 2012,

-- Net premiums earned increased $5.3 million to $100.3 million

-- Net investment income decreased $27.0 million to $85.1 million

-- Net realized investment gains increased $45.7 million to $46.1
million

-- Other income decreased $55.3 million to $9.5 million

-- Derivative product revenue decreased $47.5 million to a loss of
$0.6 million

-- Income on VIEs increased $23.1 million to $38.3 million

-- Loss and loss expenses decreased $48.8 million to a net benefit
of $51.1 million

-- Operating and interest expense decreased $12.8 million to $57.6
million

Financial Results

Net Premiums Earned

Net premiums earned for the first quarter of 2012 were $100.3
million, up 6% from $95.0 million earned in the first quarter of
2012.  Net premiums earned include accelerated premiums which
result from calls and other policy accelerations recognized during
the quarter.  Accelerated premiums were $29.4 million in the first
quarter of 2013, up 86% from $15.8 million in the first quarter of
2012.  The increase in accelerated premiums was primarily the
result of a negative acceleration on a structured finance policy
that was terminated during the first quarter of 2012.  Normal net
premiums earned, which exclude accelerated premiums, were $70.9
million in the first quarter of 2013, down 10% from $79.2 million
in the first quarter of 2012.  The decline in normal net premiums
earned was primarily due to the continued run-off of the insured
portfolio.

Net Investment Income

Net investment income for the first quarter of 2013 was $85.1
million, a decrease of 24% from $112.1 million earned in the first
quarter of 2012.

Financial Guarantee net investment income declined 20% to $83.9
million from $105.2 million which was largely attributable to a
lower overall invested asset base, partially offset by a greater
percentage of higher yielding assets, including residential
mortgage backed securities ("RMBS") insured by Ambac Assurance
Corporation.  Additionally, investment income for the first
quarter of 2012 benefited from the favorable impact of actual and
projected cash flows on certain Ambac Assurance insured RMBS.
Since the first quarter of 2012, the collection of installment
premiums and interest on invested assets was more than offset by
claims payments, including partial claim payments on Segregated
Account policies, commutation payments, and the repurchase of
surplus notes in the second quarter of 2012.

Financial Services investment income for the three months ended
March 31, 2013 was $1.2 million compared to $6.8 million for the
first quarter of 2012.  The decline in Financial Services
investment income was driven primarily by sales of securities to
fund payments under investment agreements and the partial
repayment of intercompany loans from Ambac Assurance.

Net Realized Investment Gains

Net realized investment gains were $46.1 million for the three
months ended March 31, 2013, as compared to $0.4 million for the
three months ended March 31, 2012.  The gains were primarily
related to recoveries received from a litigation settlement
associated with a previously written off investment in the
financial services business.

Derivative Products

For the first quarter of 2013, the derivative products business
produced a net loss of $0.6 million compared to net gains of $47.0
million for the first quarter of 2012.  The derivative products
portfolio has been positioned to record gains in a rising interest
rate environment in order to provide a hedge against the impact of
rising rates on certain exposures within the financial guarantee
insurance portfolio.  While results in both periods were primarily
attributable to mark-to-market gains in the portfolio due to
rising interest rates, partially offset by mark-to-market losses
resulting from the more favorable view of Ambac Assurance, the
favorable impact of rising interest rates was greater in the first
quarter of 2012.  Changes in the CVA included in the fair value of
financial services derivative liabilities contributed losses of
$30.1 million and $35.3 million for the first quarter of 2013 and
2012, respectively.

Other Income

Other income for the three months ending March 31, 2013 was $9.5
million as compared to $64.8 million for the three months ended
March 31, 2012.  The change in other income was primarily due to
market-to-market gains of $61.7 million recognized during the
first quarter of 2012 relating to Ambac's option to call certain
surplus notes issued by Ambac Assurance.  Ambac called these
surplus notes in the second quarter of 2012.

Income on Variable Interest Entities

Income on variable interest entities for the three months ended
March 31, 2013 was $38.3 million compared to $15.2 million for the
three months ending March 31, 2012.  The gain in both periods was
the result of positive changes in the fair value of VIE net
assets.

Financial Guarantee Loss Reserves

Loss and loss expenses for the first quarter of 2013 were a net
benefit of $51.1 million compared to a net benefit of $2.3 million
for the first quarter of 2012.  The net benefit for the three
months ended March 31, 2013 was driven by lower estimated losses
in the first lien RMBS portfolio.

Loss and loss expenses paid, net of recoveries and reinsurance
from all policies, amounted to a net recovery of $12.3 million
during the first quarter of 2013.  The amount of actual claims
paid during the period was impacted by the claims payment
moratorium imposed on March 24, 2010 as part of the Segregated
Account rehabilitation proceedings.  On September 20, 2012, in
accordance with certain rules published by the rehabilitator of
the Segregated Account (the "Policy Claim Rules"), the Segregated
Account commenced paying 25% of each permitted policy claim that
arose since the commencement of the claims payment moratorium.
Claims permitted in accordance with the Policy Claim Rules in the
first quarter of 2013 were $418.6 million, including $89.5 million
relating to the moratorium period, March 24, 2010 through July 31,
2012.  At March 31, 2013, a total of $3.6 billion of presented
claims remain unpaid because of the Segregated Account
rehabilitation proceedings and related court orders.

Loss reserves (gross of reinsurance and net of subrogation
recoveries) as of March 31, 2013 were $6.0 billion, down 1% from
$6.1 billion at December 31, 2012.

RMBS loss reserves, including unpaid claims, declined 4% to $3.4
billion at March 31, 2013 from $3.6 billion at December 31, 2012.
Reserves as of March 31, 2013, are net of $2.5 billion of
estimated representation and warranty breach remediation
recoveries, substantially unchanged from December 31, 2012.  Ambac
Assurance is pursuing remedies and enforcing its rights, through
lawsuits and other methods, to seek redress for breaches of
representations and warranties and fraud related to various RMBS
transactions.

Expenses

Underwriting and operating expenses for the three months ended
March 31, 2013 were $34.4 million, as compared to $36.5 million
for the three months ended March 31, 2012.  Underwriting and
operating expenses for the three months ended March 31, 2013 were
driven by lower consulting costs, legal fees, and reinsurance
commissions paid, partially offset by higher premium taxes and
compensation expenses.  Interest expense was $23.2 million during
the first quarter of 2013 versus $33.8 million in the first
quarter of 2012.  The decrease in interest expense during the
first quarter of 2013 was primarily attributable to the lower par
amount of surplus notes outstanding following Ambac's exercise of
certain call options on surplus notes in June 2012, and lower
investment agreement liabilities outstanding during the period.

Reorganization Items, Net

For purposes of presenting an entity's financial evolution during
a Chapter 11 reorganization, the financial statements for periods
including and after filing the Chapter 11 petition distinguish
transactions and events that are directly associated with the
reorganization from the ongoing operations of the business.
Reorganization items during the three months ended March 31, 2013
were $2.1 million as compared to $2.5 million for the three months
ending March 31, 2012.  The decrease was due to lower professional
fees incurred following the confirmation of the bankruptcy plan of
reorganization in March 2012.

Balance Sheet and Liquidity

Total assets decreased during the first quarter of 2013 to $26.2
billion from $27.1 billion at December 31, 2012.  The decrease in
total assets was due to declines in VIE assets to $16.8 billion
from $17.8 billion and premium receivables to $1.5 billion from
$1.6 billion, partially offset by an increase in the consolidated
non-VIE investment portfolio to $6.5 billion from $6.3 billion.

During the first quarter of 2013, the fair value of the financial
guarantee non-VIE investment portfolio increased by $183.1 million
to $6.1 billion, as of March 31, 2013.  The portfolio consists
primarily of high quality municipal and corporate bonds, asset
backed securities, and non-agency RMBS, including Ambac Assurance
guaranteed RMBS.  The increase in fair value between periods
reflects higher valuations, particularly with respect to Ambac
Assurance guaranteed RMBS, partially offset by the use of assets
to fund the partial payment of Segregated Account permitted policy
claims.  The fair value of the financial services investment
portfolio was substantially unchanged during the first quarter.

In accordance with ASC Topic 852 - Reorganizations, fresh start
accounting principles are to be applied once a company's
reorganization plan is confirmed by the bankruptcy court, and
there are no remaining material contingencies to complete
implementation of the plan.  All conditions required for the
adoption of fresh start accounting principles were satisfied by
Ambac on April 30, 2013.  The financial statements as of May 1,
2013 and for subsequent periods will report the results of the
reorganized company with no beginning retained earnings.  A pro-
forma balance sheet, with the application of fresh start
accounting principles as of March 31, 2013, is presented in
Ambac's quarterly report on Form 10-Q for the quarter ended March
31, 2013.

Segregated Account Rehabilitation

The Rehabilitator of the Segregated Account has informed Ambac
that it intends to seek rulings from the IRS as to certain tax
issues associated with potential amendments to the Segregated
Account Rehabilitation Plan.  Pursuant to such amendments, surplus
notes would not be issued with respect to the unpaid balance of
permitted policy claims, but such balance would be recorded by the
Segregated Account as outstanding policy obligations which would
accrue interest at a rate of 5.1%, compounded annually until paid.
If favorable rulings are received by the Rehabilitator from the
IRS as to such tax issues, then the Rehabilitator would likely
file amendments to the Segregated Account Rehabilitation Plan to
effect such changes.  Additionally, the Rehabilitator is
considering seeking approval from the Rehabilitation Court for the
Segregated Account to make cash payments in excess of 25% of the
permitted policy claim amount ("Supplemental Payments") with
respect to certain insured securities so that cash flow in the
related securitization trusts that would have been available to
reimburse Ambac Assurance had it paid claims in full is not
diverted to uninsured holders who would not have received such
cash flow if claims had been paid in full.  Without making such
Supplemental Payments, Ambac Assurance would likely realize lower
levels of reimbursements than currently contemplated by our
reserves in the relevant transactions.  It is presently
anticipated that the Rehabilitator will initially identify
approximately 14 transactions on which the Segregated Account
would make Supplemental Payments.

Overview of Ambac Assurance Statutory Results

During the first quarter of 2013, Ambac Assurance generated
statutory net income of $202.8 million.  First quarter 2013
results were primarily attributable to premiums earned of $95.2
million, net investment income of $92.4 million, and net loss and
loss expenses (benefit) of ($59.0) million, partially offset by an
increase in impairments of $20.8 million relating to intercompany
loans and guarantees of subsidiary liabilities, plus other
expenses of $24.3 million.  As of March 31, 2013, Ambac Assurance
reported policyholder surplus of $159.5 million, up from $100.0
million at December 31, 2012.  Pursuant to a prescribed accounting
practice, the results of the Segregated Account are not included
in Ambac Assurance's financial statements if Ambac Assurance's
surplus is (or would be) less than $100.0 million.  As of December
31, 2012, Ambac Assurance's General Account did not assume $163.7
million of the Segregated Account insurance liabilities under the
Segregated Account reinsurance agreement.  Since the General
Account's surplus grew in the three months ending March 31, 2013,
the amount of liabilities assumed by the General Account from the
Segregated Account during the first quarter of 2013 was not
capped.  The Segregated Account reported statutory policyholder
surplus of $101.5 million as of March 31, 2013, up from ($61.8)
million as of December 31, 2012.

Ambac Assurance's claims-paying resources amounted to
approximately $5.6 billion as of March 31, 2013, up approximately
$0.1 billion from $5.5 billion at December 31, 2012.  This
excludes Ambac Assurance UK Limited's claims-paying resources of
approximately $1.1 billion.  The increase in claims paying
resources was primarily attributable to net insurance loss
recoveries, premium collections, and principal and interest
received on investments.

                      About Ambac Financial

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

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

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

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

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

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

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.  Claims from the Internal Revenue Service prevented the
company from implementing the plan and emerging from bankruptcy.
Ambac said emergence from bankruptcy will occur "shortly after"
the IRS settlement is completed.

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


AMERICAN AIRLINES: AMR, Unions Agree on Integrating Workers
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. worked out agreements with the pilots'
union and the Transport Workers' Union setting out procedures and
timetables for integrating the workforces when the operating
subsidiary American Airlines Inc. merges with US Airways Group
Inc.

The report recounts that last year the bankruptcy court approved
new contracts with all of AMR's unions.  The new agreements lay
out how and when the seniority lists will be integrated for the
pilots and ground workers.  The agreements also draw a road map
for merging the two airlines' union contracts.  The agreements
come to bankruptcy court in New York for approval at a hearing on
May 30.

According to the report, on May 10 the bankruptcy judge signed a
formal order approving the merger agreement with US Airways,
including breakup fees for US Airways if the merger doesn't
happen.  As the judge said in his written opinion on April 11
saying he would approve the merger agreement, AMR didn't receive
the court's blessing for $20 million in severance awards in favor
of AMR's outgoing Chief Executive Thomas Horton.  The May 10 order
says AMR can seek approval of the severance payments "at a later
date."

In the April 11 opinion, Bankruptcy Judge Sean Lane said the
severance might be approved as part of a Chapter 11 plan, although
Congress precludes severance payments of the size during
bankruptcy for senior executives.

The May 30 hearing is when AMR hopes Lane will approve disclosure
materials explaining the reorganization plan based on the merger
with US Airways. Creditors are to be paid in full with stock in
the merged airlines.

                      About American Airlines

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

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

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

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

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

In April 2013, AMR filed a Chapter 11 plan of reorganization that
will carry out the merger.  By distributing stock in the merged
airlines, the plan is designed to pay all creditors in full, with
interest.

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


AMPAL-AMERICAN: Executives Seek to Access Defense Funds
-------------------------------------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports that
Ampal-American Israel Corp. President Yosef Maiman asked a
bankruptcy judge for permission to spend the liquidating energy
and transportation company's insurance money to defend himself and
other executives who may become the target of lawsuits filed by
the company's new leader.

                       About Ampal-American

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

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

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

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


ARROW ALUMINUM: Hearing on Cash Collateral Use Set for May 22
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
will hold a hearing on May 22, 2013, at 10:00 a.m. on the motion
of the United States of America, a creditor acting through the
Internal Revenue Service, to prohibit Arrow Aluminum Industries
Inc.'s use of its cash collateral.

The United States moves for relief from the automatic stay and
also seeks an order prohibiting the Debtor's use of cash
collateral, saying that the Debtor's day-to-day use of cash in the
operation of the business is an unauthorized use of cash
collateral.

The IRS has an allowed secured claim in the amount of
$276,823, with regard to which the IRS has duly-filed notices of
its federal tax liens with the registry of deed in Shelby County
Tennessee.  The collateral securing the IRS claim includes all
unencumbered assets, cash proceeds of the foregoing, and other
cash collateral.

In the operation of the debtor's business, the collateral securing
the IRS is subject to consumption, depreciation, casualty loss, or
other diminution in value to the detriment of the interest of the
United States.  The interest of the United States is not
adequately protected, the United States adds.

                       About Arrow Aluminum

Arrow Aluminum Industries, Inc., filed a Chapter 11 petition
(Bankr. W.D. Tenn. Case No. 13-21470) in Memphis on Feb. 11, 2013.
The petition was signed by William Ted Blackwell as president.
The Debtor has scheduled assets of $126,246,137 and scheduled
liabilities of $3,130,103.  The Debtor is represented by
Harris Shelton Hanover Walsh, PLLC.

Arrow Aluminum previously sought Chapter 11 protection (Case No.
12-1348) in December but the case was promptly dismissed.  In
that case, the U.S. Trustee sought dismissal or conversion to
Chapter 7, while Citizens National Bank sought appointment of a
Chapter 11 trustee to take over management of the Debtor's
properties.


ARROW ALUMINUM: No Appointment of Committee of Unsecured Creditors
------------------------------------------------------------------
Sam Crocker, U.S. Trustee for Region 8, reports that he is unable
to appoint a committee of unsecured creditors in the Chapter 11
case of Arrow Aluminum Industries Inc. at this time.  He says that
despite diligent efforts to contact eligible holders of unsecured
claims, there has not been sufficient willingness to serve on a
committee of unsecured creditors in this case.

                       About Arrow Aluminum

Arrow Aluminum Industries, Inc., filed a Chapter 11 petition
(Bankr. W.D. Tenn. Case No. 13-21470) in Memphis on Feb. 11, 2013.
The petition was signed by William Ted Blackwell as president.
The Debtor has scheduled assets of $126,246,137 and scheduled
liabilities of $3,130,103.  The Debtor is represented by
Harris Shelton Hanover Walsh, PLLC.

Arrow Aluminum previously sought Chapter 11 protection (Case No.
12-1348) in December but the case was promptly dismissed.  In
that case, the U.S. Trustee sought dismissal or conversion to
Chapter 7, while Citizens National Bank sought appointment of a
Chapter 11 trustee to take over management of the Debtor's
properties.


ARROW ALUMINUM: Taps Harris Shelton as Bankruptcy Counsel
---------------------------------------------------------
Arrow Aluminum Industries, Inc., seeks permission from the U.S.
Bankruptcy Court for the Western District of Tennessee to employ
Harris Shelton Hanover Walsh, PLLC, as bankruptcy counsel.

Harris Shelton will, among other things, provide assistance,
advice and representation concerning the formulation, negotiation
and confirmation of a plan of reorganization at these hourly
rates:

      Steven N. Douglass        $300
      Chandra Madison           $150

Debtor has provided Harris Shelton a retainer of $5,000 as
security for its work in relation to bankruptcy matters.

                       About Arrow Aluminum

Arrow Aluminum Industries, Inc., filed a Chapter 11 petition
(Bankr. W.D. Tenn. Case No. 13-21470) in Memphis on Feb. 11, 2013.
The petition was signed by William Ted Blackwell as president.
The Debtor has scheduled assets of $126,246,137 and scheduled
liabilities of $3,130,103.

Arrow Aluminum previously sought Chapter 11 protection (Case No.
12-1348) in December but the case was promptly dismissed.  In
that case, the U.S. Trustee sought dismissal or conversion to
Chapter 7, while Citizens National Bank sought appointment of a
Chapter 11 trustee to take over management of the Debtor's
properties.


ARROW ALUMINUM: FCNB Wants Stay Relief to Repossess Collateral
--------------------------------------------------------------
First Citizens National Bank, a secured creditor of Arrow Aluminum
Industries Inc, asks the U.S. Bankruptcy Court for the Western
District of Tennessee to lift the automatic stay or alternatively
require the Debtor to provide adequate protection payments to
FCNB.

FCNB seeks to have the automatic stay modified or lifted to allow
FCNB to proceed with repossession of the collateral pledged,
furtherance of the state court action for possession as necessary,
to repossess and sale the inventory and personal property pledged
as collateral on the indebtedness owed to FCNB, and proceed with
conclusion of the foreclosure of the real property pledged by the
individual debtors and now in the name of the corporation.

Arrow Aluminum is indebted to FCNB on various notes totaling
approximately $2.8 million as of the date of filing this
bankruptcy with interest accruing daily per contract and pre-
petition in the cumulative amount of approximately $371.30
(approximately $11,139.00 per month).  The notes are secured by
accounts, equipment and inventory of the business and by the
pledge of certain real estate which was owned by principal
shareholder Bill Blackwell and wife and by his son and minor
shareholder, Ted Blackwell and his wife at the time of the pledge.
These properties included these individuals' personal residences
which have recently been conveyed by quit claim deed to the
Debtor.  Various guaranty agreements were also signed by the
Blackwells and their wives, guaranteeing the repayment of all of
the corporate debt.

The real estate owned by the Blackwells and originally pledged to
FCNB as collateral included:

      a. commercial property located on 113 Neal Street in Martin,
         Tennessee, where the Arrow Aluminum business operated and
         which was owned individually by Mr. Bill Blackwell and
         wife.  This was sold to FCNB by foreclosure sale on
         Jan. 4, 2013;

      b. the residence and surrounding acreage owned by Mr. Bill
         Blackwell and wife Ricka, which is the subject of a long
         pending foreclosure action postponed by announcement for
         sale on April 1, 2013; and

      c. the residence of Mr. Ted Blackwell and wife Elaine, which
         is the subject of a long pending foreclosure action
         postponed by announcement for sale on April 1, 2013.

FCNB accomplished the foreclosure sale of 113 Neal Street, Martin.
FCNB says that it attempted peaceably to regain possession of this
real property.  According to FCNB, the Debtor and the Blackwells
resisted and an orderly transition could not be accomplished
without seeking assistance by court order.  FCNB caused a
complaint to be filed in Weakley County Circuit Court seeking
possession of the real estate foreclosed on and possession of the
inventory and other collateral pledged by the corporation.  This
complaint was initiated during a brief period between bankruptcy
filings.  These actions against the Debtor (scheduled for status
conference on April 18, 2013) are now stayed by the filing of this
Chapter 11 bankruptcy proceeding.

FCNB claims that the Debtor, among other things: (i) has continued
to be in default for the period preceding and including the date
of its first filing on Feb. 6, 2011; (ii) has made no payments
during the entire period of time with the exception of one $2,000
adequate protection payment specifically required by Judge David
S. Kennedy during a continuance period in the first Chapter 11
proceeding; and (iii)  has exhibited an inability over an extended
time to effectuate any meaningful plan or method of
reorganization; (iv) continue to occupy and utilize the property
now owned by FCNB and located at 113 Neal Street in Martin, and
continue to make use of the other property and inventory pledged
as collateral to FCNB and diminish the value thereof without any
payment for the use thereof.

                       About Arrow Aluminum

Arrow Aluminum Industries, Inc., filed a Chapter 11 petition
(Bankr. W.D. Tenn. Case No. 13-21470) in Memphis on Feb. 11, 2013.
The petition was signed by William Ted Blackwell as president.
The Debtor has scheduled assets of $126,246,137 and scheduled
liabilities of $3,130,103.

Arrow Aluminum previously sought Chapter 11 protection (Case No.
12-1348) in December but the case was promptly dismissed.  In
that case, the U.S. Trustee sought dismissal or conversion to
Chapter 7, while Citizens National Bank sought appointment of a
Chapter 11 trustee to take over management of the Debtor's
properties.


ARISTA POWER: Incurs $1.2-Mil. Net Loss in 1st Quarter
------------------------------------------------------
Arista Power, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.17 million on $108,644 of sales for the
three months ended March 31, 2013, compared with a net loss of
$831,394 on $311,174 of sales for the same period last year.

The Company's balance sheet at March 31, 2013, showed
$2.32 million in total assets, $2.31 million in total liabilities,
and stockholders' equity of $5,852.

"Since its formation, the Company utilized funds generated from
private placement offerings and debt to fund its product
development and operations and has incurred a cumulative net loss
of $24,936,328.  The recurring losses from operations to date
raise substantial doubt about the Company's ability to continue as
a going concern.  Continuation of the Company is dependent on
achieving sufficiently profitable operations and obtaining
additional financing."

A copy of the Form 10-Q is available at http://is.gd/CoQEo4

Rochester, N.Y.-based Arista Power, Inc., is a developer,
manufacturer, and supplier of custom-designed power management
systems, renewable energy storage systems, and a supplier and
designer of solar energy systems.


ATARI INC: Seeks More Time to File Plan as Sale Process Drags On
----------------------------------------------------------------
Rachel Feintzeig writing for Dow Jones' DBR Small Cap reports
videogame company Atari Inc. is requesting more time to hash out a
creditor-repayment plan as it continues to try to sell its assets
in bankruptcy

                         About Atari Inc.

Atari -- http://www.atari.com-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their unprofitable French parent company and
secure independent capital.

A day after its American unit filed for Chapter 11 bankruptcy
protection, Paris-based Atari S.A. took a similar measure under
Book 6 of that country's commercial code.  Atari S.A. said it
was filing for legal protection because its longtime backer
BlueBay has sought to sell its 29% stake and demanded repayment by
March 31 on a credit line of $28 million that it cut off in
December.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP are proposed to serve as lead counsel for the U.S. companies
in their Chapter 11 cases.  BMC Group is the claims and notice
agent.  Protiviti Inc. is the financial advisor.

The Official Committee of Unsecured Creditors is seeking Court
permission to retain Duff & Phelps Securities LLC as its financial
advisor.  The Committee sought and obtained authority to retain
Cooley LLP as its counsel.


ATLANTIC COAST: Soliciting Approval of Merger with Bond Street
--------------------------------------------------------------
Atlantic Coast Financial Corporation commenced the mailing of its
proxy statement and related proxy materials seeking stockholder
approval of the Agreement and Plan of Merger by and among the
Company, Atlantic Coast Bank, Bond Street Holdings, Inc., and
Florida Community Bank, N.A., at a Special Meeting of Stockholders
to be held on June 11, 2013.

On May 10, 2013, Bond Street advised the Company that the Federal
Reserve Bank of Atlanta approved Bond Street's application to
acquire the Company.  The Merger Agreement and related
transactions remain subject to the approval of stockholders of the
Company, additional regulatory approvals and other customary
closing conditions.

                       About Atlantic Coast

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

The Company reported a net loss of $6.66 million on $33.50 million
of total interest and dividend income for the year ended Dec. 31,
2012, as compared with a net loss of $10.28 million on $38.28
million of total interest and dividend income in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
$772.61 million in total assets, $732.35 million in total
liabilities and $40.26 million in total stockholders' equity.

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


BBX CAPITAL: To Merge with BFC Financial in Stock Transaction
-------------------------------------------------------------
BFC Financial Corporation and BBX Capital Corporation, formerly
BankAtlantic Bancorp, have entered into a definitive merger
agreement pursuant to which BBX Capital will become a wholly owned
subsidiary of BFC Financial.

Under the terms of the merger agreement, which was unanimously
approved by a special committee comprised of BBX's independent
directors as well as the boards of directors of both companies,
BBX's shareholders (other than BFC) will be entitled to receive
5.39 shares of BFC's Class A Common Stock for each share of BBX's
Class A Common Stock held at the effective time of the merger.
BFC currently owns approximately 53 percent of BBX's Class A
Common Stock and 100 percent of its Class B Common Stock, all of
which will be canceled upon consummation of the merger.
Shareholders of BBX who do not vote any of their shares of BBX's
Class A Common Stock in favor of the merger and who comply with
the other requirements of Florida law will be entitled to
appraisal rights in connection with the merger.

It is currently anticipated that the merger will be consummated
promptly after all conditions to closing under the merger
agreement are satisfied or, to the extent permitted under
applicable law or the merger agreement, waived.  The listing of
BFC's Class A Common Stock on a national securities exchange or
interdealer quotation system of a registered national securities
association is a condition to consummation of the merger.  The
Boards of each company took steps to exempt the transaction from
the operation of the respective companies' shareholder rights
plans.

"The proposed merger of BFC and BBX is being undertaken in order
to simplify our corporate structure.  BFC has held a meaningful
stake in BBX since 1987 and this merger is intended to consolidate
and streamline the combined companies," commented Alan B. Levan,
chief executive officer of both BFC and BBX.

Keefe, Bruyette & Woods, Inc., acted as financial advisor to BFC
Financial and rendered a fairness opinion in connection with the
transaction.  Sandler O'Neill & Partners, L.P., acted as financial
advisor to BBX Capital and rendered a fairness opinion in
connection with the transaction.

A copy of the Agreement and Plan of Merger is available at:

                        http://is.gd/tJQ2QZ

Additional information about the merger is available at:

                        http://is.gd/AoaPSc

On May 7, 2013, the Company's board of directors appointed Norman
H. Becker to the board of directors.  Mr. Becker was also
appointed Chairman of the Company's audit committee.  Mr. Becker
also serves as a director of Bluegreen Corporation.  The Company,
indirectly through Woodbridge Holdings, LLC, owns a 46 percent
equity interest in Bluegreen.

                            BBX Capital

BBX Capital (NYSE: BBX), formerly known as BankAtlantic Bancorp,is
a diversified investment and asset management company.  The
business of BBX Capital includes real estate ownership, direct
acquisition and joint venture equity in real estate, specialty
finance, and the acquisition of controlling and non controlling
investments in operating businesses.

BBX Capital disclosing net income of $235.76 million in 2012, a
net loss of $28.74 million ncome in 2011 and a net loss of $143.25
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed $470.70 million in total assets, $230.37 million in total
liabilities and $240.32 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Furthermore, the holding company must
also submit a capital plan to maintain and enhance its capital
position.


BEBO.COM INC: Files Chapter 11 Bankruptcy in Los Angeles
--------------------------------------------------------
Burke Capital Corporation (BCC): Bebo.com, Inc. on May 14
announced the filing of Chapter 11 bankruptcy in Los Angles on
Thursday, May 9, 2013.

"This long-anticipated move is part of an overall financial and
operational restructuring that aims to revitalize the business,"
stated Michael Ong, of Burke Capital Corporation, the Court-
Appointed-Receiver of Bebo.com.  "The company is healthy,
operating, and using Chapter 11 to restructure some operational
inefficiencies and other arrangements that are burdensome.  The
company is working hard to ensure time spent in Chapter 11 is
minimized to the greatest extent possible, so that the best
possible outcome can be achieved for Bebo's worldwide users,
business partners and creditors," concluded Mr. Ong.

Founded in 2005, Bebo, a San Francisco based company, quickly
became one of the innovators of social media channels in the
world.  The company continued to invent and implement several
innovative social media applications which may be considered as
benchmarks for some of today's leading social media services.

Bebo Social Media Applications:

        -- Bebo Lifestream: Provides users to upload photos,
videos and updated flashboxes allowing users to view friends
updates on Facebook, Twitter, Flickr or other social media
services.
        -- Bebo Mobile: Updated in 2007 and 2010 to take full
advantage of the Bebo website from various mobile devices. In 2009
a free mobile App was released.
        -- Bebo Authors: An innovative concept where authors can
upload chapters from their books/manuscripts for review and
comment.
        -- Bebo Groups: Provided Bebo users the ability to view
various affiliated affinity groups.
        -- Bebo Chat: Launched in 2011, a Bebo branded chat room
allowed users to "chat" to each other.

In March 2008, Bebo was sold to AOL for $850 million and
subsequently sold to Criterion Capital Partners in June 2010.

"Burke Capital Corporation is committed to the vision of this
company to provide innovative and engaging social media
applications to its worldwide user base," stated Mr. Ong.  "We are
stepping back and taking a pragmatic and fresh look at the Bebo
model.  There is no doubt this company had the strategic model and
social media innovativeness to compete on a global platform,"
concluded Mr. Ong.


BEST INTERNATIONAL: Closure of US v Safeco Suit Recommended
-----------------------------------------------------------
Magistrate Judge Sherry R. Fallon recommended the administrative
closing of the action UNITED STATES OF AMERICA FOR THE USE AND
BENEFIT OF HAMMERHEAD DISTRIBUTION INCORPORATED d/b/a MORRIS
GINSBERG COMPANY, Plaintiff, v. SAFECO INSURANCE COMPANY OF
AMERICA, COMMONWEALTH CONSTRUCTION CO., INC., BEST INTERNATIONAL
CONSTRUCTION CO., INC. and KYU H. PARK, Defendants, Civil Action
No. 11-1160-SLR-SRF (D. Del.), pending resolution of the
bankruptcy proceedings of Best International, termination of the
automatic stay, and to the extent claims against each defendant
have not been adjudicated and/or discharged in the bankruptcy
proceedings.

The plaintiffs are directed to file status reports with the court
every six months, and prompty notify the court when the case may
be reopened and other appropriate action taken.

A copy of Magistrate Judge Fallon's May 3, 2013 Report and
Recommendation is available at http://is.gd/sFIW0dfrom
Leagle.com.

Interested parties may filed objection within 14 days after being
served with a copy of the Report and Recommendation.

Best International Construction Company, Inc., based in College
Park, Maryland, filed a Chapter 11 petition (Bankr. D. Md. Case
No. 12-17878) on April 26, 2012.  Augustus T. Curtis, Esq., at
Cohen, Baldinger & Greenfeld, LLC, serves as the Debtor's counsel.
In its petition, the Debtor estimated under $50,000 in assets and
$1 million to $10 million in debts.  A list of the Company's 20
largest unsecured creditors is available for free at
http://bankrupt.com/misc/mdb12-17878.pdf The petition was signed
by Kyu Hong Park.


BLUE EARTH: Incurs $1.9-Mil. Net Loss in 1st Quarter
----------------------------------------------------
Blue Earth, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.9 million on $2.9 million of revenues
for the three months ended March 31, 2013, compared with a net
loss of $2.2 million on $2.0 million of revenues for the same
period of 2012.

The Company's balance sheet at March 31, 2013, showed
$15.0 million in total assets, $8.1 million in total liabilities,
and stockholders' equity of $6.9 million.

According to the regulatory filing, the Company has not yet
established an ongoing source of revenues sufficient to cover its
operating costs and allow it to continue as a going concern.  "The
ability of the Company to continue as a going concern is dependent
on the Company obtaining adequate capital to fund operating losses
until it becomes profitable.  If the Company is unable to obtain
adequate capital, it could be forced to cease operations."

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

Henderson, Nevada-based Blue Earth, Inc., is a comprehensive
provider of energy efficiency and alternative/renewable energy
solutions for facilities primarily located in the west coast
states.


BON-TON STORES: Had $646.9 Million Total Sales in First Quarter
---------------------------------------------------------------
The Bon-Ton Stores, Inc., reported that comparable store sales for
the first quarter of fiscal 2013 increased 1.2 percent over the
first quarter of fiscal 2012.  Total sales increased 1 percent to
$646.9 million, compared with $640.8 million for the first quarter
of fiscal 2012.  The Company is providing Adjusted EBITDA guidance
for the first quarter of fiscal 2013 in a range of $13 million to
$17 million and, as previously disclosed, full-year fiscal 2013
Adjusted EBITDA guidance in a range of $180 million to $200
million.

Brendan Hoffman, president and chief executive officer, commented,
"We are pleased with our comparable store sales results in the
first quarter, particularly in light of the unfavorable impact of
winter storms, flooding and colder than normal temperatures
throughout the quarter.  In spite of the weather, which we believe
ultimately reduced our total and comparable store sales, this
performance reflects ongoing sequential improvement in our
comparable store sales trend.  We also saw increased penetration
of proprietary credit card sales due to concentrated efforts to
drive this business."

The Company has not completed its normal quarter-end closing and
review procedures or adjustments, and as such there can be no
assurance that the Adjusted EBITDA guidance provided will not
differ from the final released results for the first quarter of
fiscal 2013.

Financial results for the first quarter of fiscal 2013 are
scheduled to be released Thursday, May 23, 2013.  The Company's
quarterly conference call to discuss the financial results will be
broadcast live over the Internet on May 23, 2013, at 10:00 am
eastern time.  To access the call, please visit the investor
relations section of the Company's Web site at
http://investors.bonton.com. An online archive of the broadcast
will be available within one hour after the conclusion of the
call.

                           Tender Offers

The Bon-Ton Department Stores, Inc., a wholly-owned subsidiary of
the Company, has commenced tender offers for any and all of its
outstanding 10 1/4 percent Senior Notes due 2014 and up to $223
million of its 10 5/8 percent Senior Secured Notes due 2017, upon
the terms and conditions set forth in the Offer to Purchase dated
May 13, 2013.

Each Offer is scheduled to expire at 12:00 midnight, New York City
time, on June 10, 2013 (unless extended).

Holders of Notes who validly tender their Notes on or prior to
5:00 p.m., New York City time, on May 24, 2013, will be eligible
to receive the "Total Consideration" of $1,006.25 per $1,000
principal amount of the 2014 Notes tendered and $1,006.25 per
$1,000 principal amount of the 2017 Notes tendered, which includes
the "Early Tender Payment" of $30.00 per $1,000 of 2014 Notes or
2017 Notes, as applicable.  Holders who validly tender their Notes
after the Early Tender Time but on or before the Expiration Time
will be eligible to receive the "Tender Offer Consideration" which
is equal to the applicable Total Consideration minus the "Early
Tender Payment."

If Holders of 2017 Notes validly tender more than $223 million in
aggregate principal amount of those Notes, then the 2017 Notes
Offer will be oversubscribed and Bon-Ton will accept for purchase
tendered 2017 Notes on a prorated basis as described in the Offer
to Purchase.  Because Bon-Ton intends to accept for payment all
Notes validly tendered before the Early Tender Time, subject to
the Tender Cap and the other terms and conditions described in the
Offer to Purchase, and will only prorate acceptance of tendered
2017 Notes if the aggregate amount of 2017 Notes tendered exceeds
the Tender Cap, there is no assurance as to the amount of 2017
Notes, if any, that Bon-Ton will accept that are tendered after
the Early Tender Time.

The Company currently expects the settlement date for Notes
tendered before the Early Tender Time to be May 28, 2013.  The
settlement date for Notes tendered after the Early Tender Time and
before the Expiration Time will occur promptly after the
Expiration Time.  Notes tendered may be validly withdrawn at any
time prior to 5:00 p.m., New York City time, on May 24, 2013, but
not thereafter.  In addition to the Total Consideration or Tender
Offer Consideration, Holders whose Notes are accepted for payment
in the Offers will receive accrued and unpaid interest up to, but
not including, the applicable settlement date.

Bon-Ton reserves the right, but is under no obligation, to
increase the Tender Cap at any time, subject to compliance with
applicable law.  Bon-Ton's obligation to accept for purchase, and
to pay for, Notes validly tendered is subject to certain
conditions, including the consummation of a new debt financing.
Bon-Ton may waive any of the conditions if they are not satisfied.

BofA Merrill Lynch is acting as sole dealer manager for the
Offers.  For additional information regarding the terms of the
Offers, please contact BofA Merrill Lynch at (888) 292-0070 (toll-
free) or (980) 388-3646 (collect).  Requests for documents may be
directed to D.F. King & Co., Inc., which is acting as the tender
and information agent for the Offers, at (800) 848-3416 (toll-
free) or (212) 269-5550.

                Offering $300 Million Senior Notes

The Bon-Ton Department Stores, Inc., intends to offer $300,000,000
aggregate principal amount of its Second Lien Senior Secured Notes
due 2021, in a private offering that is exempt from registration
under the Securities Act of 1933, as amended.

The 2021 Notes will be guaranteed by, and will be secured by a
second-priority lien on substantially all of the current and
future assets of, the Company and certain of its subsidiaries, and
will mature on June 15, 2021.  The net proceeds from the sale of
the 2021 Notes are expected to be used by Bon-Ton to purchase for
cash or redeem any and all of its outstanding 10 1/4 percent
Senior Notes due 2014 and up to $223,000,000 aggregate principal
amount of its outstanding 10 5/8% Second Lien Senior Secured Notes
due 2017, in each case that are validly tendered in connection
with Bon-Ton's tender offers announced today or redeemed, and to
pay related fees and expenses.

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 11 furniture galleries, in 24 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

Bon-Ton Stores disclosed a net loss of $21.55 million for the year
ended Feb. 2, 2013, as compared with a net loss of $12.12 million
for the year ended Jan. 28, 2012.  The Company's balance sheet at
Feb. 2, 2013, showed $1.63 billion in total assets, $1.52 billion
in total liabilities and $110.60 million in total shareholders'
equity.


                           *     *     *

As reported by the TCR on July 13, 2012, Moody's Investors Service
revised The Bon-Ton Stores, Inc.'s Probability of Default Rating
to Caa1/LD from Caa3.  The Caa1/LD rating reflects the company's
exchange of $330 million of new senior secured notes due 2017 for
$330 million of its unsecured notes due 2014.  Moody's also
affirmed the company's Corporate Family Rating at Caa1 and
affirmed the Caa3 rating assigned to the company's senior
unsecured notes due 2014.

Moody's said the affirmation of the company's 'Caa1' corporate
family rating reflects the company's persistent negative trends in
sales and operating margins and uncertainties that the company's
strategies to reverse these trends will be effective.


BON-TON STORES: Fitch Affirms, Withdraws B- Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the following ratings on
The Bon-Ton Stores, Inc. and its subsidiaries:

The Bon-Ton Stores, Inc.

-- Long-term Issuer Default Rating (IDR) at 'B-'.

The Bon-Ton Department Stores, Inc.

-- IDR at 'B-';
-- $675 million senior secured credit facility at 'BB-/RR1';
-- Second lien secured notes at 'CCC+/RR5';
-- Senior unsecured notes at 'CCC/RR6'.

Bonstores Realty One and Two, LLC

-- IDR at 'B-';
-- $225 million mortgage loan facility at 'B/RR3'.

The Rating Outlook has been revised to Stable from Negative.

Fitch has decided to discontinue the ratings, which are
uncompensated.

Bon-Ton's ratings incorporate the recent improvement in comparable
store sales trends (comps) and the refinancing and paydown of its
2014 maturities, offset by weak operating metrics and high
leverage. Comps for 2012 came in at positive 0.5%, versus the
negative 3% posted in 2011. The improvement was likely driven by
new merchandising and store presentation initiatives and the
benefit from J.C. Penney Co., Inc.'s significant sales decline.
Fitch expects 2013 comps to be in the range of positive 1%-1.5%.

Leverage (adjusted debt/EBITDAR) is expected to improve modestly
to the mid-to-high 5.0x range in 2013/2014 assuming EBITDA of $180
million - $190 million, versus $173.2 million in 2012. FCF is
expected to be in the $30 million to $40 million range. The EBITDA
margin remains depressed at 5.9% and is approximately 800 bps
lower than investment grade-rated retailers such as Macy's Inc.
and Kohl's Corporation. Fitch expects EBITDA margin improvement to
be modest over the next 24 months.

Bon-Ton has successfully refinanced a large portion of its 2014
maturities. The company commenced a tender offer for the remaining
$69 million of the 2014 notes and up to $223 million of its $330
million 10 5/8% senior secured notes due 2017 after the market
close yesterday. Both of these are expected to be refinanced with
the offering of $300 million second lien secured notes due 2021.
After the refinancing, Bon-Ton's next debt maturity will have been
pushed out to 2016 when its $225 million mortgage loan facility
comes due.


BROWNIE'S MARINE: Incurs $1.2 Million Net Loss in 1st Quarter
-------------------------------------------------------------
Brownie's Marine Group, Inc., 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 $588,663 of total net revenues for
the three months ended March 31, 2013, as compared with a net loss
of $441,201 on $608,126 of total net revenues for the same period
a year ago.

The Company reported a net loss of $1.17 million for the nine
months ended Sept. 30, 2012, as compared with a net loss of $3.14
million for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed
$1.01 million in total assets, $2.44 million in total liabilities,
and a $1.43 million total stockholders' deficit.

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

                        http://is.gd/shJiXu

                      About Brownie's Marine

Brownie's Marine Group, Inc., does business through its wholly
owned subsidiary, Trebor Industries, Inc., d/b/a Brownie's Third
Lung, a Florida corporation.  The Company designs, tests,
manufactures and distributes recreational hookah diving, yacht
based scuba air compressor and nitrox generation systems, and
scuba and water safety products.  BWMG sells its products both on
a wholesale and retail basis, and does so from its headquarters
and manufacturing facility in Fort Lauderdale, Florida.  The
Company's common stock is quoted on the OTC BB under the symbol
"BWMG".  The Company's Web site is
http://www.browniesmarinegroup.com/

                        Bankruptcy Warning

"If we fail to raise additional funds when needed, or do not have
sufficient cash flows from sales, we may be required to scale back
or cease operations, liquidate our assets and possibly seek
bankruptcy protection," the Company said in its quarterly report
for the period ended Sept. 30, 2012.

As reported in the TCR on April 2, 2012, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about
Brownie's Marine Group's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has a
working capital deficiency and recurring losses and will need to
secure new financing or additional capital in order to pay its
obligations.


CAMCO FINANCIAL: Files Form 10-Q, Earns $499,000 in 1st Quarter
---------------------------------------------------------------
Camco Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net earnings of $499,000 on $6.85 million of total interest and
dividend income for the three months ended March 31, 2013, as
compared with net earnings of $413,000 on $8.41 million of total
interest and dividend income for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed $763.36
million in total assets, $702.65 million in total liabilities and
$60.71 million in total stockholders' equity.

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

                        http://is.gd/YflwXW

                       About Camco Financial

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

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

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

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


CASE STREET: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Case Street Investments, LLC
                8332 Case Street
                La Mesa, CA 91942-2919

Bankruptcy Case No.: 13-04828

Involuntary Chapter 11 Petition Date: May 7, 2013

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Laura S. Taylor

Petitioner's Counsel: Pro Se

Creditor/s who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Sostenes C. Gamboa                 --                   $1,000,000
8918 Golf Drive
Spring Valley, CA 91977


CLEAN COAL: Incurs $1.3-Mil. Net Loss in 1st Quarter
----------------------------------------------------
Clean Coal Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.3 million for the three months
ended March 31, 2013, compared with a net loss of $1.9 million for
the same period last year.  The Company has generated no revenues
for the three months ended March 31, 2013, and the same period in
2012.

The Company's balance sheet at March 31, 2013, showed $2.3 million
in total assets, $1.6 million in total current liabilities, and
stockholders' equity of $664,198.

According to the regulatory filing, Clean Coal has an accumulated
deficit and a working capital deficit as of March 31, 2013, with
no significant revenues anticipated for the near term.
"Management believes Clean Coal will need to raise capital in
order to operate over the next 12 months.  As shown in the
accompanying financial statements, Clean Coal has also incurred
significant losses since inception.  Clean Coal's continuation as
a going concern is dependent upon its ability to generate
sufficient cash flow to meet its obligations on a timely basis and
ultimately to attain profitability.  Clean Coal has limited
capital with which to pursue its business plan.  There can be no
assurance that Clean Coal's future operations will be significant
and profitable, or that Clean Coal will have sufficient resources
to meet its objectives.  These conditions raise substantial doubt
as to Clean Coal's ability to continue as a going concern."

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

Clean Coal Technologies, Inc., owns a patented technology that it
believes will provide cleaner and/or more efficient energy at low
cost through the use of the world's most abundant fossil fuel,
coal.  The Company is headquartered in New York City.


CENTRAL EUROPEAN: Roust Extends Exchange Offer for 3% Senior Notes
------------------------------------------------------------------
Roust Trading Ltd. on May 13 disclosed that it has extended the
expiration date for its private offer to exchange each $1,000
principal amount of validly tendered and accepted 3.00%
Convertible Senior Notes due 2013 of Central European Distribution
Corporation for (1) $193.17 principal amount of new Senior Secured
PIK Toggle Notes due 2016 of RTL and (2) $160.97 in cash.

The Exchange Offer will now expire at 9:00 a.m., New York City
time, on May 30, 2013, unless extended further.  The Exchange
Offer was previously scheduled to expire at 5:00 p.m., New York
City time, on May 13, 2013.  As of 5:00 p.m., New York City time,
on May 13, 2013, holders had validly tendered $121,377,000
aggregate principal amount of the Existing CEDC Notes.  Holders
who have already tendered their Existing CEDC Notes need not take
any additional action in order to tender their Existing CEDC
Notes.

In order to receive the New RTL Notes and cash consideration, a
tendering holder of Existing CEDC Notes must, among other
conditions described in the Exchange Offer documents, have
submitted (and not withdrawn, amended or revoked) a ballot to
accept CEDC's amended and restated joint prepackaged chapter 11
plan of reorganization.  The deadline to vote to accept or reject
the Plan of Reorganization expired on April 4, 2013, and on
May 13, 2013, the bankruptcy court confirmed the Plan of
Reorganization.  Holders of Existing CEDC Notes who have not
submitted ballots to accept the Plan of Reorganization are not
eligible to receive the New RTL Notes and cash consideration in
the Exchange Offer.

Tendered Existing CEDC Notes cannot be withdrawn, except (i) upon
termination of the agreement between RTL and an ad hoc committee
composed of holders of Existing CEDC Notes related to certain
proposed restructuring transactions with respect to the Existing
CEDC Notes, (ii) to the extent that any material term of the
Exchange Offer (as reasonably determined by RTL) is amended or
changed subsequent to the date of such tender or (iii) as may be
required by applicable law.

The Exchange Offer is being made only to holders of Existing CEDC
Notes that have completed and returned an eligibility letter
pursuant to which such holder represents and warrants that it is
either (a) an institutional "accredited investor" (within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act of 1933, as amended (the "Securities Act")),
(b) a non-institutional "accredited investor" (within the meaning
of Rule 501(a)(4), (5), (6) or (8) of Regulation D under the
Securities Act) or (c) a person other than a "U.S. Person" (as
defined in Rule 902 of Regulation S under the Securities Act).

The New RTL 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 registration requirements, and will
therefore be subject to substantial restrictions on transfer.

This announcement does not constitute an offer to sell, or the
solicitation of an offer to buy, any security and shall not
constitute an offer, solicitation or sale of any security in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. No recommendation is made as to whether the holders of
Existing CEDC Notes should tender their Existing CEDC Notes for
exchange in the Exchange Offer.

The Garden City Group, Inc. is acting as the Information Agent for
the Exchange Offer. Global Bondholder Services Corporation is
acting as the Exchange Agent for the Exchange Offer.  Eligible
holders of Existing CEDC Notes can contact the Information Agent
to request Exchange Offer documents at (202) 471-4571 or toll free
at (866) 256-1123.

                           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.


CLEARWIRE CORP: SoftBank Says Sprint Won't Stop Funding
-------------------------------------------------------
Thomas Gryta at Daily Bankruptcy Review reports that SoftBank
Corp. Chief Executive Masayoshi Son said Sprint Nextel Corp. would
continue to fund Clearwire Corp., even if Clearwire shareholders
reject Sprint's takeover proposal.

SOFTBANK Corp, headquartered in Tokyo, is a holding company that
owns leading global providers of various services, including
broadband, fixed-line and mobile telecommunications, software
distribution and networking.

                  About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a provider of 4G mobile broadband network
services in 68 markets, including New York City, Los Angeles,
Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C.,
Atlanta and Boston.

The Company reported a net loss attributable to the Company of
$717.33 million in 2011, a net loss attributable to the Company of
$487.43 million in 2010, and a net loss attributable to the
Company of $325.58 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $8.14
billion in total assets, $5.86 billion in total liabilities and
$2.28 billion in total stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on April 10, 2013,
Standard & Poor's Ratings Services said that its 'CCC' corporate
credit rating and all other ratings on Bellevue, Wash.-based
wireless service provider Clearwire Corp. remain on CreditWatch,
where they were placed with positive implications, on Dec. 13,
2012, following the announcement that majority-owner Sprint Nextel
Corp. offered to purchase the remaining 49% stake in Clearwire
that it did not already own.  It is S&P's view that this
acquisition would most likely be linked to consummation of Japan-
based SoftBank Corp.'s pending purchase of Sprint Nextel.


COASTAL CONDOS: Section 341(a) Meeting Scheduled on June 17
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Coastal Condos,
LLC, will be held on June 17, 2013, at 3:00 p.m. at 51 SW First
Ave Room 1021, Miami.  Creditors have until Sept. 16, 2013, to
submit their proofs of claim.

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.

Coastal Condos filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-20729) on May 8, 2013.  The Debtor owns and manages 72
condominiums at 7601 East Treasure Drive, Miami Beach, FL 33141.

Coastal Condos was the target of a $15.8 million foreclosure
lawsuit filed by North
Bay Village-based First Equitable Realty III in May 2012.


COASTAL CONDOS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Coastal Condos, LLC
        234 East Capitol Street, Suite 200
        Jackson, MS 39201

Bankruptcy Case No.: 13-20729

Chapter 11 Petition Date: May 8, 2013

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: David R. Softness, Esq.
                  DAVID R. SOFTNESS, P.A.
                  201 S. Biscayne Boulevard, #1740
                  Miami, FL 33131
                  Tel: (305) 341-3111
                  E-mail: david@softnesslaw.com

Scheduled Assets: $11,189,421

Scheduled Liabilities: $16,561,039

The petition was signed by William D. Dickson, member/manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                          Case No.     Petition Date
        ------                          --------     -------------
Community Home Financial Services, Inc. 12-01703          05/23/12

Coastal Condos' List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
First Equitable Realty III         Promissory Note     $15,800,000
7601 E. Treasure Drive, Suite 1709
North Bay Village, FL 33141

Community Home Financial Ser       --                     $300,000
234 E. Capitol Street, Suite 200
Jackson, MS 39201

Miami-Dade County Tax Collect      --                     $173,498
c/o Miami Dade Bankruptcy Unit
140 W Flagler Street, Suite 1403
Miami, FL 33130

Community Home Financial Ser       --                     $153,216

William Dickson                    --                      $86,000

Grandview Palace Condo Assoc.      Dues & Fees             $37,424

Internal Revenue Service           Proof of Claim           $4,790

Kool Wave AC                       --                       $2,900

V&V Plumbing, Inc.                 --                         $785

DPAUL Plumbing, Inc.               --                         $530

AT&T                               --                         $400

Hilton Carpet Installation         --                         $400

P&S Verticals                      --                         $305

R.I.P. Pest Control                --                         $294

Manny Garcia                       --                         $235

K&R Glass & Mirror, Inc.           --                         $150

Pitney Bowes, Inc.                 --                          $92

Application Processing Service     --                          $20

American Bathtub & Tile Refini     --                      Unknown

Charles C. Edwards                 --                      Unknown


CODA HOLDINGS: Seeks to Give Employees Bonuses Tied to Sale
-----------------------------------------------------------
Rachel Feintzeig writing for Dow Jones' DBR Small Cap reports Coda
Holdings Inc. wants to reward certain managers and employees for
their roles in its sale process, proposing to dole out $400,000 in
bonuses if a $25 million deal comes to fruition.

                       About Coda Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- manufactures energy products based on
lithium-ion batteries, adaptive battery-management technology and
scalable system architecture.  CODA Energy's products feature a
modular design that provides reliable, secure, cost-effective
solutions for a wide range of energy and power needs, including
peak shaving, load leveling, renewable energy integration,
frequency regulation, voltage support, and transmission and
distribution (T&D) upgrade deferral.

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide DIP
financing to enable the Company's energy storage business to
remain fully operational during the restructuring process.  The
consortium, or its designee, will also as stalking horse bidder to
acquire the Company post-bankruptcy.  In addition, the Company
will seek to monetize value of its existing automotive business
assets.

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  The Debtors have incurred
prepetition a significant amount of secured indebtedness: secured
notes of with principal in the amount of $59.1 million; term loans
in the principal amount of $12.6 million; and a bridge loan with
$665,000 outstanding.  FCO and other bridge loan lenders have
"enhanced priority" over other secured noteholders that did not
participate in the bridge loans, pursuant to the intercreditor
agreement.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its Chief
Restructuring Officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.


COMMUNITY WEST: Files Form 10-Q, Posts $1.1MM Net Income in Q1
--------------------------------------------------------------
Community West Bancshares filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1.08 million on $6.96 million of total interest
income for the three months ended March 31, 2013, as compared with
net income of $819,000 on $8.32 million of total interest income
for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $533.12
million in total assets, $479.05 million in total liabilities and
$54.07 million in total stockholders' equity.

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

                        http://is.gd/DwpUDW

                       About Community West

Goleta, Calif.-based Community West Bancshares was incorporated in
the State of California on Nov. 26, 1996, for the purpose of
forming a bank holding company.  On Dec. 31, 1997, CWBC acquired a
100% interest in Community West Bank, National Association.
Effective that date, shareholders of CWB became shareholders of
CWBC in a one-for-one exchange.  The acquisition was accounted at
historical cost in a manner similar to pooling-of-interests.

Community West Bancshares is a bank holding company.  CWB is the
sole bank subsidiary of CWBC.  CWBC provides management and
shareholder services to CWB.

                         Consent Agreement

On Jan. 26, 2012, the Bank, entered into a consent agreement with
the Office of the Comptroller of the Currency, the Bank's primary
banking regulator, which requires the Bank to take certain
corrective actions to address certain deficiencies in the
operations of the Bank, as identified by the OCC.

"While the Bank believes that it is in substantial compliance with
the OCC Agreement, no assurance can be given that the OCC will
concur with the Bank's assessment.  Failure to comply with the
provisions of the OCC Agreement may subject the Bank to further
regulatory action, including but not limited to, being deemed
undercapitalized for purposes of the OCC Agreement, and the
imposition by the OCC of prompt corrective action measures or
civil money penalties which may have a material adverse impact on
the Company's financial condition and results of operations."

On April 23, 2012, the Company entered into an agreement with the
Federal Reserve Bank of San Francisco.  Without admitting or
denying any alleged charges of unsafe or unsound banking practices
and any violations of law, the Company agreed to take corrective
actions to address certain alleged violations of law and/or
regulation, which included developing and submitting for
regulatory approval a cash flow projection of the Company's
planned sources and uses of cash for debt service, operating
expenses and other purposes.  The FRB accepted the cash flow
projection on July 10, 2012.

In accordance with the FRB Agreement, the Company requested the
FRB's approval to pay the dividend due on May 15, 2012, August 15,
2012, November 15, 2012 and February 15, 2013 on the Company's
Series A Preferred Stock.  Those requests were denied.

The Board and Management will continue to work closely with the
OCC and FRB to achieve compliance with the terms of both
agreements and improve the Company's and Bank's strength, security
and performance.


COMDISCO HOLDING: Posts $555,000 Net Loss in First Quarter
----------------------------------------------------------
Comdisco Holding Company, Inc. on May 15 reported financial
results for its fiscal second quarter ended March 31, 2013.
Comdisco emerged from Chapter 11 bankruptcy proceedings on
August 12, 2002, and under its Plan of Reorganization, its
business purpose is limited to the orderly sale or run-off of all
its remaining assets.

Operating Results: For the quarter ended March 31, 2013, Comdisco
reported a net loss of approximately $555,000, or $0.14 per common
share (basic and diluted).  The net loss was driven in large part
by the selling, general and administrative expenses of the estate
during the quarter ended March 31, 2013.  The per share results
for Comdisco were based on 4,028,951 shares of common stock
outstanding on March 31, 2013.

For the quarter ended March 31, 2013, total revenue was
approximately $26,000 as compared to approximately $211,000 for
the quarter ended March 31, 2012.  Net cash used in operating
activities was approximately $908,000 for the six months ended
March 31, 2013 as a result of payment of selling, general and
administrative expenses, slightly offset by equity proceeds and
bad debt recoveries.

Total assets were approximately $38,676,000 as of March 31, 2013,
including approximately $32,773,000 of unrestricted cash and
short-term investments, compared to total assets of approximately
$39,769,000 as of September 30, 2012, including approximately
$33,845,000 of unrestricted cash and short-term investments.  The
decrease in cash was primarily a result of payment of selling,
general and administrative expenses paid during the six months
ended March 31, 2013.

As a result of bankruptcy restructuring transactions, the adoption
of fresh-start reporting and multiple asset sales, Comdisco's
financial results are not comparable to those of its predecessor
company, Comdisco, Inc.

                         About Comdisco

Comdisco filed for chapter 11 protection on July 16, 2001 (Bankr.
N.D. Ill. Case No. 01-24795), and emerged from chapter 11
bankruptcy proceedings on August 12, 2002. John Wm. "Jack" Butler,
Jr., Esq., Charles W. Mulaney, Esq., George N. Panagakis, Esq.,
Gary P. Cullen, Esq., N. Lynn Heistand, Esq., Seth E. Jacobson,
Esq., Andre LeDuc, Esq., Christina M. Tchen, Esq., L. Byron Vance,
III, Esq., Marian P. Wexler, Esq., and Felicia Gerber Perlman,
Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represented
Comdisco.  Evan D. Flaschen, Esq., and Anthony J. Smits, Esq., at
Bingham Dana LLP, now Bingham McCutchen, served as Comdisco's
International Counsel.

The purpose of reorganized Comdisco is to sell, collect or
otherwise reduce to money in an orderly manner the remaining
assets of the corporation. Pursuant to the Plan and restrictions
contained in its certificate of incorporation, Comdisco is
specifically prohibited from engaging in any business activities
inconsistent with its limited business purpose.  Accordingly,
within the next few years, it is anticipated that Comdisco will
have reduced all of its assets to cash and made distributions of
all available cash to holders of its common stock and contingent
distribution rights in the manner and priorities set forth in the
Plan.  At that point, the company will cease operations.  The
company filed on August 12, 2004 a Certificate of Dissolution with
the Secretary of State of the State of Delaware to formally
extinguish Comdisco Holding Company, Inc.'s corporate existence
with the State of Delaware except for the purpose of completing
the wind-down contemplated by the Plan.


DENTAL CLUB: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Dental Club LLC
        18300 N.W. 62 Avenue, #120
        Hialeah, FL 33015

Bankruptcy Case No.: 13-20717

Chapter 11 Petition Date: May 7, 2013

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Jason S. Rigoli, Esq.
                  FURR & COHEN
                  2255 Glades Road, #337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  E-mail: jrigoli@furrcohen.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flsb13-20717.pdf

The petition was signed by Sonia Olivares, manager.


DETROIT, MI: 14 Restructuring Law Firms Competed for Work
---------------------------------------------------------
Jones Day's bankruptcy specialist Kevyn Orr was named the city of
Detroit's emergency financial manager in March.  Mr. Orr, 54, was
part of the Jones Day team that worked on the federally funded
Chrysler bankruptcy.

Several other law firms vied for that spot, according to documents
obtained by the Troubled Company Reporter.  These firms include:

     1. Butzel Long

        W. Patrick Dreisig, Esq.
        Thomas Radom, Esq.
        Peter Morgenstern, Esq.
        Tel: 248-258-1094
             248-258-1413
             212-374-5379
        E-mail: dreisig@butzel.com
                radom@butzel.com
                morgenstern@butzel.com

     2. Dykema Gossett, PLLC

        Sheryl L. Toby, Esq
        Sherrie L. Farrell, Esq.
        Leonard C. Wolfe, Esq.
        Tel: (248) 203-0522
             (313) 568-6550
             (517) 374-9178
        E-mail: stoby@dykema.com
                sfarrell@dykema.com
                lwolfe@dykema.com

     3. the tandem of Foley & Lardner LLP and Klee Tuchin
        Bogdanoff & Stern LLP

        Thomas B. Spillane, Esq.
        Tel: 313-234-7135
        One Detroit Center
        500 Woodward Avenue, Suite 2700
        Detroit, MI 48226-3489
        E-mail: tspillane@foley.com

     4. Jaffe Raitt Heuer & Weiss P.C.

        Louis P. Rochkind, Esq.
        Jay L. Welford, Esq.
        E-mail: lrochkind@jaffelaw.com
                jwelford@jaffelaw.com.

     5. Jones Day

        Corinne Ball, Esq.
        Bruce Bennett, Esq.
        Heather Lennox, Esq.
        E-mail: cball@jonesday.com
                bbennett@jonesday.com
                hlennox@jonesday.com

     6. Lewis & Munday PC

        Blair A. Person, Esq.
        E-mail: bperson@lewismunday.com

     7. McKenna Long & Aldridge LLP

        Mark A. Kaufman, Esq.
        E-mail: mkaufman@mckennalong.com

     8. Miller Canfield Paddock and Stone PLC

        Michael P. McGee, Esq.
        Saul A. Green, Esq.
        Jonathan S. Green, Esq.
        Howard W. Bulger, Esq.
        John H. Willems, Esq.
        Richard W. Warren, Esq.
        Irene Bruce Hathaway, Esq.
        Stephen S. LaPlante, Esq.
        Kenneth J. Sachs, Esq.
        Noah P. Hood, Esq.
        Laura M. Bassett, Esq.
        M. Misbah Shahid, Esq.
        E-mail: mcgee@millercanfield.com
                greens@millercanfield.com
                greenj@millercanfield.com
                bulger@millercanfield.com
                willems@millercanfield.com
                warren@millercanfield.com
                hathawayi@millercanfield.com
                laplante@millercanfield.com
                sachs@millercanfield.com
                hood@millercanfield.com
                bassett@millercanfield.com
                shahid@millercanfield.com

     9. Orrick, Herrington & Sutcliffe LLP, led by:

        Lorraine S. McGowen, Esq.
        51 West 52nd Street
        New York, NY 10019-6142
        Tel: (212) 506-5114
        E-mail: lmcgowen@orrick.com

    10. Plunkett Cooney:

        Douglas C. Bernstein, Esq.
        Dennis G. Cowan, Esq.
        38505 Woodward Ave., Suite 2000
        Bloomfield Hills, MI 48304
        Tel: (248) 901-4091
             (248) 901-4029
        E-mail: dbernstein@plunkettcooney.com
                dcowan@plunkettcooney.com

    11. Sidley Austin LLP

        James F. Conlan, Esq.
        Larry J. Nyhan, Esq.
        Jeffrey E. Bjork, Esq.
        Paul S. Caruso, Esq.
        E-mail: jconlan@sidley.com
                lnyhan@sidley.com
                jbjork@sidley.com
                pcaruso@sidley.com

    12. Skadden Arps Slate Meagher & Flom LLP

        Jay Goffman, Esq.
        Eric J. Friedman
        George N. Panagakis, Esq.
        Gregory B. Craig, Esq.
        John P. Furfaro, Esq.
        Neil M. Leff, Esq.
        Sarah M. Ward, Esq.
        Patrick J. Fitzgerald, Esq.
        David M. Rievman, Esq.
        Yossi Vebman, Esq.
        Gregory A. Fernicola, Esq.

    13. Stutman, Treister & Glatt

        Michael Goldstein, Esq.
        Gary E. Klausner, Esq.
        Ralph Mabey, Esq.
        John Shaffer, Esq.
        E-mail: mgoldstein@stutman.com
                gklausner@stutman.com
                rmabey@stutman.com
                jshaffer@stutman.com

     14. Weil Gotshal & Mangers LLP

         Marcia Goldstein, Esq.
         Joe Smolinsky, Esq.
         Alfredo Perez, Esq.
         Richard Morrison, Esq.
         Nellie P. Camerik, Esq.
         Frederick Green, Esq.
         Stuart Goldring, Esq.
         E-mail: marcia.goldstein@weil.com
                 joseph.smolinsky@weil.com
                 alfredo.perez@weil.com
                 richard.morrison@weil.com
                 nellie.camerick@weil.com
                 frederick.green@weil.com
                 stuart.goldring@weil.com

The pitch books submitted to the City of Detroit by 14 law firms
bidding for that work are available at:

http://bankrupt.com/misc/DetroitProposals/Butzel_Long_Proposal.pdf
http://bankrupt.com/misc/DetroitProposals/Dykema_Proposal.pdf
http://bankrupt.com/misc/DetroitProposals/Foley_Klee_Proposal.pdf
http://bankrupt.com/misc/DetroitProposals/Jaffe_Raitt_Proposal.pdf
http://bankrupt.com/misc/DetroitProposals/Jones_Day_Proposal.pdf
http://bankrupt.com/misc/DetroitProposals/Lewis_Munday_Proposal.pdf
http://bankrupt.com/misc/DetroitProposals/McKenna_Long_Proposal.pdf
http://bankrupt.com/misc/DetroitProposals/Miller_Canfield_Proposal.pdf
http://bankrupt.com/misc/DetroitProposals/Orrick_Proposal.pdf
http://bankrupt.com/misc/DetroitProposals/Plunkett_Cooney_Proposal.pdf
http://bankrupt.com/misc/DetroitProposals/Sidley_Proposal.pdf
http://bankrupt.com/misc/DetroitProposals/Skadden_Proposal.pdf
http://bankrupt.com/misc/DetroitProposals/Stutman_Proposal.pdf
http://bankrupt.com/misc/DetroitProposals/Weil_Gotshal_Proposal.pdf

On May 12, a detailed status report prepared by Mr. Orr was distributed to
news organizations.  The status report was expected to be released by Mr.
Orr on Monday, according to a Wall Street Journal report.  The status
report, WSJ says, paints a picture of an aging industrial Midwestern city
locked in a dire financial state by its junk-level credit rating and a
chronic level of deficit spending that has forced it to borrow millions
every year to fund basic services.  Pursuant to the report, Mr. Orr might
make cuts to employee health care and pensions plans as well as sell
municipal assets in a move to stave off financial collapse.

According to WSJ's Mr. Dolan, a spokesman for Mr. Orr, Bill
Nowling, said in an interview Sunday that Mr. Orr hopes cutting
costs and restructuring debt will help the city avoid bankruptcy,
though it remains an option.  Mr. Nowling said the document will be used
as a way to begin negotiations with the city's unions and its debtholders.


DISH NETWORK: Moody's Cuts DBS Unit's Corp. Family Rating to Ba3
----------------------------------------------------------------
Moody's Investors Service downgraded DISH Network Corporation's
wholly owned subsidiary, DISH DBS Corporation's Corporate Family
Rating  to Ba3 from Ba2, and Probability of Default Rating  to
Ba2-PD from Ba1-PD, following its announced issuance of $2.5
billion in new senior unsecured notes.

The new notes are assigned a Ba3 (LGD4-67%) rating and all
existing senior unsecured debt is downgraded to Ba3 (LGD4-67%)
from Ba2 (LGD4-67%). The company's ratings were placed on review
for downgrade on April 15, 2013, following its bid to buy Sprint
Nextel Corporation ("Sprint"; rated B1, under review) for $25.5
billion. The ratings will remain under review for downgrade.

Rating Rationale

The downgrade to Ba3 reflects DISH DBS's high gross pro-forma
leverage, which will increase to 5.9x from an already high 5.2x
(including Moody's standard adjustments, as of 3/31/13) as a
result of the new issuance. While its significant cash balance
afforded the company some flexibility against its 3.5x steady
state rating downgrade threshold, the company has no further
capacity for higher gross leverage under its Ba2 rating,
irrespective of whether or not it merges with Sprint. In addition,
when the company first announced its merger proposal, it had been
contemplated that additional debt to finance the deal would be
raised at Sprint, not DISH DBS.

Proceeds from the new notes will be placed in an escrow account
earmarked for financing a portion of the cash consideration for
DISH's proposed merger with Sprint, and the notes will be redeemed
using cash in the escrow account in case the Sprint merger does
not occur by the escrow end date. However, even if the Sprint deal
does not go through and leverage returns to pre-issuance levels,
the proposed issuance reflects the amount of debt DISH is willing
to take on for its wireless strategy, for which Moody's believes
it will likely pursue other avenues in the absence of a merger
with Sprint. In Moody's view, it cannot support such high levels
of debt under a Ba2 rating, warranting a downgrade in the absence
of any transparency on its fiscal policy and appetite for
additional financial risk. In addition, the new $2.5 billion
raised as well as most of the cash on hand will likely be
distributed from DISH DBS to DISH and there is no downstream
guarantee that would benefit DISH DBS bondholders. Therefore, DISH
DBS bondholders have no recourse to other DISH assets such as the
wireless spectrum and potentially Sprint or other acquisitions.

The continuing review for downgrade will consider the operational
and strategic synergies, growth opportunities, legal structure
supporting the rated debt, as well as financial risk associated
with a potential merger of DISH with Sprint. Moody's assessment of
its financial risk will include factors such as its leverage, cash
flow generation and liquidity profile, as well as additional
capital DISH may require to execute its wireless broadband
strategy. The review will also consider the positive long-term
strategic implications of the merger, and the maximum sustainable
leverage level these factors together could support under its Ba3
rating.

DISH has almost $12 billion in cash and marketable securities pro-
forma for the notes issuance, and Moody's expects most of this
cash to be applied towards the Sprint merger, or an alternative
wireless strategy.

The principal methodology used in rating DISH was Moody's Global
Pay Television - Cable and Direct-to-Home Satellite Operators
Industry 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.

DISH is the third largest pay television provider in the United
States, operating satellite services with approximately 14.1
million subscribers as of March 31, 2013.


DUNE ENERGY: Incurs $3.2 Million Net Loss in First Quarter
----------------------------------------------------------
Dune Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.21 million on $13.08 million of total revenues for the three
months ended March 31, 2013, as compared with a net loss of $3.59
million on $13.39 million of total revenues for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed $270.01
million in total assets, $124.76 million in total liabilities and
$145.25 million in total stockholders' equity.

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

                        http://is.gd/vjOx1w

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

Dune Energy disclosed a net loss of $7.85 million in 2012, as
compared with a net loss of $60.41 million in 2011.


EARTHLINK INC: Moody's Rates Proposed $300MM Senior Notes 'Ba3'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to EarthLink,
Inc.'s proposed $300 million senior secured notes due 2020. In
connection with the rating action, Moody's affirmed EarthLink's B2
Corporate Family Rating , B2-PD Probability of Default Rating , B3
rating on the senior unsecured notes due 2019 and SGL-2
Speculative Grade Liquidity Rating. The rating outlook is stable.

Net proceeds from the new secured notes together with balance
sheet cash will be used to redeem the remaining $292 million 10.5%
ITC^DeltaCom senior notes due 2016 (the "DeltaCom notes") via a
debt tender offer (DTO) and consent solicitation. To the extent
the DeltaCom notes are not fully retired via the DTO, Moody's
expects EarthLink to call the residual. Upon successful completion
of the DTO and consent solicitation, the new secured notes will be
collateralized by a first lien on EarthLink's assets (including
assets at the DeltaCom operating subsidiary) and benefit from
upstream subsidiary guarantees (including DeltaCom and its
subsidiaries). Moody's views the refinancing transaction favorably
due to the extension of the debt maturity structure and
comparatively lower borrowing rate on the new notes, which will
reduce EarthLink's cash interest expense by about $10 million per
annum. However, since the new secured notes do not have a
mandatory sinking fund, they provide EarthLink with little
flexibility to reduce debt over the near term compared to an
amortizing term loan. Despite the modest interest expense savings,
in its opinion, the limited ability to retire debt elevates
financial risk given that Moody's expects continued EBITDA
contraction over the rating horizon. In conjunction with this
transaction, EarthLink intends to replace the existing unrated
$150 million revolver (matures May 2015) with a new unrated $135
million four-year revolving credit facility that will rank pari
passu with the new secured notes and share the same security
package.

Rating Assigned:

Issuer: EarthLink, Inc.

$300 Million Senior Secured Notes due 2020 -- Ba3 (LGD-2, 26%)

Ratings Affirmed:

Issuer: EarthLink, Inc.

Corporate Family Rating -- B2

Probability of Default Rating -- B2-PD

Speculative Grade Liquidity Rating -- SGL-2

$300 Million 8.875% Million Senior Unsecured Notes due 2019 -- B3
(LGD-5, 77%)

The assigned rating is subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's. Moody's will withdraw the B1
rating on the DeltaCom notes upon their full repayment.

Ratings Rationale:

The B2 CFR incorporates Moody's concerns about the lack of future
revenue growth, the duration of cash flows generated by
EarthLink's legacy ISP business and the high execution risk
associated with the simultaneous integration of three recent
acquisitions as the company reshapes its business focus. Following
the acquisitions of DeltaCom and OneCommunications ("OneComm"),
EarthLink is in the formative stages of transitioning its business
model away from its legacy consumer ISP products to become a more
traditional competitive telecommunications carrier (CLEC) focused
on providing data center, cloud computing, virtualization and
other IT services to small and medium-sized enterprises (SMB). As
such, the rating reflects the significant task that management
faces in turning around the OneComm business (which historically
experienced persistent revenue declines) as well as the challenges
of managing customer churn and operating costs, while
simultaneously growing the business services customer base and
recasting itself as a one-stop solutions provider in the
increasingly competitive and fast growing IT services market.

EarthLink's B2 CFR reflects the company's good liquidity,
comparatively weaker cash flow generation, historically modest
capital expenditure needs relative to revenue, and the expected
long tail decline in the consumer Internet Service Provider (ISP)
base, which also includes subscribers signing up for high speed
broadband services. Though Moody's believes management is
committed to managing to a 3.0x total debt to EBITDA leverage
target longer-term and continues to prioritize debt repayment,
Moody's expects EarthLink's financial leverage will migrate to the
3.5x area (includes Moody's standard adjustments for operating
leases) over the foreseeable future as EBITDA erodes. The SGL-2
Speculative Grade Liquidity Rating reflects Moody's expectation
that EarthLink will generate negative free cash flow in 2013 and
cash balances will remain meaningfully lower than historical
levels.

Rating Outlook

The stable rating outlook reflects Moody's view that EarthLink's
financial and leverage profile will not change significantly over
the next 12 to 18 months, as the company's operating cash flows
and cash balances are sufficient to fund all ongoing operating
expenses and capex needs. The stable outlook encompasses Moody's
view that EarthLink will be able to gradually execute its new
business strategy, slowly grow new bookings, and generate neutral
to modestly positive free cash flow in 2014 as operating support
systems (OSS) investments and capex levels recede coupled with the
long tail in the predictable decline of the ISP business.

What Could Change the Rating -- UP

Given the uncertainty regarding the long-term business
sustainability of the legacy ISP revenue, an upgrade is unlikely
over the next 12 to 18 months. However, upward rating pressure
would ensue if EarthLink successfully transitions to a profitable
CLEC servicing business customers, whose free cash flow to debt
ratio exceeds 5% and financial leverage remains at or below 3.0x
total debt to EBITDA (Moody's adjusted).

What Could Change the Rating -- DOWN

Moody's would likely lower EarthLink's ratings if business revenue
growth stalls or heightened competition and/or churn lead to
faster-than-expected sales declines and persistent EBITDA erosion
throughout 2014. To the extent free cash flow to debt remains
negative, due to lack of revenue growth or the inability to
successfully integrate the newly acquired entities, reduce
operating costs and/or retool the company as a CLEC, ratings would
likely be downgraded. These developments or a meaningful change in
financial policies such that liquidity experienced further
weakness or a significant amount of new debt financing resulting
in total debt to EBITDA sustained above 4.5x (Moody's adjusted),
would place downward pressure on the rating.

The principal methodology used in this rating was the Global
Telecommunications Industry 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.

With headquarters in Atlanta, GA, EarthLink is a competitive local
exchange carrier serving roughly 1.2 million customers throughout
the US and providing IP infrastructure to small and medium-sized
businesses and residential customers via a network of over 29,400
fiber route miles that covers more than 90% of the country.
EarthLink completed the acquisition of ITC^DeltaCom in 2010,
followed by the acquisitions of STS Telecom and One Communications
in March and April of 2011, respectively. For the twelve months
ended March 31, 2013 revenue totaled approximately $1.33 billion.


ECOSPHERE TECHNOLOGIES: Delays Q1 Form 10-Q for Negotiations
------------------------------------------------------------
Ecosphere Technologies, Inc., notified the U.S. Securities and
Exchange Commission that it will be delayed in the filing of its
quarterly report on Form 10-Q for the period ended March 31, 2013.

The Company said it has been negotiating a potential financing and
should be in a better position to possibly disclose details by May
15th.

The Company had revenues of $8,360,795 for the three months ended
March 31, 2012, compared to $861,619 for the three months ended
March 31, 2013.  It also had net income of $746,781 for the three
months ended March 31, 2012, compared to a net loss of $2,502,948
for the three months ended March 31, 2013.

                   About Ecosphere Technologies

Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets.  Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.

Ecosphere disclosed net income of $1.05 million on $31.13 million
of total revenues for the year ended Dec. 31, 2012, as compared
with a net loss of $5.86 million on $21.08 million of total
revenues for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $8.90 million
in total assets, $3.87 million in total liabilities, $3.63 million
in total redeemable convertible cumulative preferred stock, and
$1.39 million in total equity.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has seen a recent significant decline in its
working capital primarily relating to delays in receiving
additional purchase orders and related funding from a significant
customer.  This matter raises substantial doubt about the
Company's ability to continue as a going concern.


EDENOR SA: Buenos Aires Stock Exchange Revokes Listing Suspension
-----------------------------------------------------------------
The Buenos Aires Stock Exchange has decided to revoke the
suspension of listing of Empresa Distribuidora y Comercializadora
Norte S.A. (EDENOR)'s Class B Common Shares in light of Resolution
No. 1/2013.  In addition, the BCBA has decided that the Class B
Common Shares will trade on a "Reduced Trading" basis pursuant to
Section 38, subsection "d" of the Trading Rules of the Buenos
Aires Stock Exchange.

The Buenos Aires Stock Exchange previously suspended the listing
of Edenor S.A.'s shares effective as of May 10, 2013, due to the
Company's the Company's negative shareholders' equity recorded in
its financial statements as of March 31, 2013.

                          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.


EMPIRE RESORTS: Gets $6.9MM From Exercise of Subscription Rights
----------------------------------------------------------------
Empire Resorts, Inc., said that Kien Huat Realty III Limited, the
Company's largest stockholder, exercised the basic subscription
rights it was granted in the Company's ongoing rights offering on
Friday, May 10, 2013.  That exercise generated approximately $6.9
million of proceeds to the Company.

In accordance with a standby purchase agreement executed by the
Company and Kien Huat in relation to the rights offering, Kien
Huat has further agreed it would exercise all rights not otherwise
exercised by the other holders in the rights offering to acquire
up to one share less than 20 percent of the Company's issued and
outstanding common stock prior to the commencement of the rights
offering.  The Company will pay Kien Huat a commitment fee of
$40,000 for the shares purchased by Kien Huat in excess of its
basic subscription rights pursuant to the standby purchase
agreement.  In addition, the Company will reimburse Kien Huat for
its expenses related to the standby purchase agreement in an
amount not to exceed $40,000.  The consummation of the
transactions contemplated by the standby purchase agreement is
subject to customary closing conditions.

The Company distributed to its common stock holders and Series B
Preferred Stock holders one non-transferable right to purchase one
share of common stock at a subscription price of $1.8901 per share
for each five shares of common stock owned, or into which their
Series B Preferred Stock is convertible, on April 8, 2013, the
record date for the offering.  In addition to being able to
purchase their pro rata portion of the shares offered based on
their ownership as of April 8, 2013, stockholders may
oversubscribe for additional shares of common stock.  Holders of
rights may exercise their subscription rights to purchase
additional shares of the Company's common stock at the
subscription price per share until prior to 5:00 p.m., New York
City time, on May 30, 2013.  Subscription rights not exercised by
such time and date will expire and have no value.

                       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.


ENGLOBAL: Reports $1.9MM Net Income in Q1; In Debt Default
----------------------------------------------------------
ENGlobal on May 14 reported financial results for the first
quarter ended March 30, 2013.

First Quarter 2013 Highlights Compared to First Quarter 2012:

-- $0.07 earnings per share, an increase from a loss per share of
$0.01

-- Revenue of $49.8 million, a decrease of 15.9%

-- Gross profit margin as a percentage of revenue of 11.7%, an
increase from 11.1%

-- Corporate SG&A decreased from $4.0 million to $3.4 million

ENGlobal reported net income of approximately $1.9 million, or
$0.07 per share, and a net loss from continuing operations of
approximately $1.0 million, or $0.04 per share for the quarter
ended March 30, 2013.  This compares to a net loss of
approximately $0.1 million, or $0.01 per share, and a net loss
from continuing operations of approximately $0.9 million, or $0.03
per share, for the quarter ended March 31, 2012.  First quarter
2013 revenues decreased to $49.8 million, 15.9% lower than the
$59.2 million for the first quarter of fiscal year 2012, primarily
due to lower engineering, procurement and construction (EPC)
project revenues in the Engineering and Construction segment and
the conclusion of several projects in the fabrication division of
the Automation segment in 2012.

Although the Company's borrowings under our credit facility have
been reduced, interest expense, fees, and consulting services
associated with the credit facility were approximately $520,000
higher during the first quarter of 2013 when compared to the first
quarter of 2012.

                     Management's Assessment

"We are pleased to see the anticipated financial impact of the
strategic divesture of the land and inspection divisions in late
2012," said William A. Coskey, P.E., ENGlobal's Chairman and Chief
Executive Officer.  "We continue to evaluate alternatives for
improving our financial condition and further paying down debt.
Operationally, we are making good progress on increasing profit
margins under both new and existing master service agreements. It
is important to note that we have been successful in landing
several significant contracts from new clients in various
geographical regions as well negotiating contract extensions from
a number of long-term clients, which indicates the viability of
our business development efforts."

Mark A. Hess, ENGlobal's Chief Financial Officer, added, "We have
been focused on our core engineering and automation businesses
since the first of the year, greatly reducing exposure to EPC
projects.  As of March 30, 2013, project backlog was approximately
$205 million, which was roughly unchanged from December 29, 2012.
During the first quarter, we produced cash from operations that
was used to pay down our credit facility."

The Company's gross profit margin as a percentage of revenue
increased to 11.7% in the three months ended March 30, 2013 as
compared to 11.1% for the three months ended March 31, 2012.  The
primary reason for this increase is reduced variable costs and
improved efficiencies in the Automation segment.

Overall, selling, general and administrative ("SG&A") expenses
decreased $0.9 million, or 12.8%, from $7.1 million in the three
months ended March 31, 2012 to $6.2 million for the three months
ended March 30, 2013.  As a percentage of revenue, SG&A increased
to 12.6% for the three months ended March 30, 2013, from 12.0% for
the comparable period in 2012.

The amount outstanding on the credit facility was $20.2 million at
March 30, 2013, $26.8 million at December 29, 2012, and $19.4
million at May 13, 2013.  As previously announced, the Company
entered into the Second Amendment to Revolving Credit and Security
Agreement, Waiver and Forbearance Extension on December 18, 2012.
Under the terms of the Amendment, the maximum revolving amount was
reduced from $35.0 million beginning on February 1, 2013 as
follows: $31.5 million for the period from February 1, 2013
through and including April 29, 2013, and $26.5 million for the
period from April 30, 2013 through and including the last day of
the term, which is presently May 29, 2015.

The Company is currently in default under the terms of the credit
facility with its senior lender and the Second Amendment to the
Forbearance Agreement expired on April 30, 2013.  However, the
lender has not taken any action with respect to the Company's
defaults and the Company continues to actively discuss with the
lender the terms under which such defaults may be cured or waived.

                          About ENGlobal

Headquartered in Houston, Texas, ENGlobal --
http://www.ENGlobal.com-- is a provider of engineering and
related project services principally to the energy sector
throughout the United States and internationally.  ENGlobal
operates through two business segments: Automation and Engineering
& Construction.  ENGlobal's Automation segment provides services
related to the design, fabrication and implementation of process
distributed control and analyzer systems, advanced automation, and
related information technology.  The Engineering & Construction
segment provides consulting services relating to the development,
management and execution of projects requiring professional
engineering as well as inspection, construction management,
mechanical integrity, field support, quality assurance and plant
asset management.  ENGlobal currently has approximately 1,400
employees in 11 offices and 9 cities.


ERF WIRELESS: To Issue 1 Million Shares Under 2013-A Stock Plan
---------------------------------------------------------------
ERF Wireless, Inc., registered with the U.S. Securities and
Exchange Commission 1 million shares of common stock that may be
issued under the Company's 2013-A Stock Option Plan.  The proposed
maximum aggregate offering price is $530,000.  A copy of the Form
S-8 prospectus is available for free at http://is.gd/bSVg3c

Based in League City, Texas, ERF Wireless, Inc., provides secure,
high-capacity wireless products and services to a broad spectrum
of customers in primarily underserved, rural and suburban parts of
the United States.

The Company's balance sheet at Sept. 30, 2012, showed
$6.45 million in total assets, $9.40 million in total liabilities,
and a $2.94 million total shareholders' deficit.

The Company incurred a consolidated net loss of $3.75 million for
the nine months ended Sept. 30, 2012, as compared with a
consolidated net loss of $2.32 million for the same period a year
ago.


FAIRFAX FINANCIAL: Fitch Places 'BB' Ratings on 5 Preferred Shares
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Fairfax Financial
Holdings Limited as follows:

-- Issuer Default Rating (IDR) at 'BBB';
-- Senior debt at 'BBB-'.

Fitch has also affirmed the ratings of Fairfax's subsidiaries.
The Rating Outlook is Stable.

Key Rating Drivers

Fitch's rationale for the affirmation of Fairfax's ratings
reflects the company's sizable cash position and favorable
financial flexibility. The ratings also reflect anticipated
challenges in the overall competitive, but generally improving,
property/casualty market rate environment, the potential for
additional adverse reserve development, particularly on older
accident years and in runoff operations, earnings volatility from
catastrophes and investments, and increased financial leverage.

Fairfax posted improved net earnings of $163 million in first-
quarter 2013 and $541 million for full-year 2012, following $48
million for 2011, as results have benefited from more modest
catastrophe losses. Fairfax reported catastrophe losses of $32
million in first-quarter 2013 and $410 million in 2012, which
included $261 million from Hurricane Sandy in the fourth quarter.
This is down from over $1 billion of catastrophe losses in 2011
that was driven by several significant international catastrophe
events.

Fairfax reported a first-quarter 2013 consolidated combined ratio
of 94%, which included 2.3 points for catastrophe losses. This is
improved from 99.8% for full-year 2012, which included 7.0 points
for catastrophe losses (4.5 points from Hurricane Sandy).
Excluding the effect of catastrophes and favorable reserve
development, Fairfax's underlying run-rate accident year combined
ratio remains reasonable at 94.2% for first-quarter 2013, compared
with 95.8% and 96.6% for 2012 and 2011.

The company continues to maintain a sizable amount of holding
company cash and investments of $1.1 billion (excluding assets
pledged for short sale and derivative obligations) at March 31,
2013. Fitch believes this provides Fairfax with a sufficient
cushion in meeting potential subsidiary cash flow shortages and
liquidity to service its debt. Fairfax also continues to
demonstrate favorable financial flexibility with Crum & Forster,
Northbridge Financial Insurance Group, Zenith Insurance Group, and
Odyssey Reinsurance Company serving as key sources of dividends as
wholly owned major ongoing operating subsidiaries.

Fairfax's financial leverage ratio (adjusted for equity credit and
excluding unrealized net gains/losses on fixed maturities) was
34.1% at March 31, 2013, up from 33% at Dec. 31, 2012, as overall
debt increased with a CDN$250 million re-opening of senior notes
used to repurchase $48.4 million of holding company debt. The
company also intends to utilize the debt proceeds to repay Odyssey
Re Holdings Corp.'s $182.9 million senior notes at maturity in
November 2013.

Operating earnings-based interest and preferred dividend coverage
(excluding net gains and losses on investments) has been very low
in recent years as operating earnings have declined with weaker
underwriting results and high catastrophe losses. Including
holding company cash, operating earnings-based coverage has been
better, averaging 6.3x from 2008 to 2012.

Rating Sensitivities

The key rating triggers that could result in an upgrade include
consistent underwriting profitability with combined ratios of 100%
or better, overall flat-to-favorable loss reserve development,
financial leverage maintained below 25%, sustained operating
earnings based interest and preferred dividend coverage of at
least 3.0x and continued maintenance of at least $1 billion of
holding company cash and investments.

The key rating triggers that could result in a downgrade include
declines in book value per share for an extended time period,
sizable adverse loss reserve development, movement to materially
below-average underwriting or investment performance, financial
leverage maintained above 35%, operating earnings plus holding
company cash based interest and preferred dividend coverage of
less than 4x, significant acquisitions that reduce the company's
financial flexibility and a substantial decline in the holding
company's cash position.

Fitch affirms the following ratings with a Stable Outlook:

Fairfax Financial Holdings Limited

-- Issuer Default Rating (IDR) at 'BBB';
-- $82 million 8.25% due Oct. 1, 2015 at 'BBB-';
-- $144 million 7.375% due April 15, 2018 at 'BBB-';
-- C$400 million 7.5% due Aug. 19, 2019 at 'BBB-';
-- C$275 million 7.25% due June 22, 2020 at 'BBB-'.
-- $500 million 5.8% due May 15, 2021 at 'BBB-';
-- C$400 million 6.4% due May 25, 2021 at 'BBB-';
-- C$450 million 5.84% senior notes due Oct. 14, 2022 at 'BBB-';
-- $92 million 8.3% due April 15, 2026 at 'BBB-';
-- $91 million 7.75% due July 15, 2037 at 'BBB-';
-- C$250 million series C preferred shares at 'BB';
-- C$200 million series E preferred shares at 'BB';
-- C$250 million series G preferred shares at 'BB';
-- C$300 million series I preferred shares at 'BB';
-- CDN$237.5 million series K preferred shares at 'BB'.

Fairfax, Inc.
-- IDR at 'BBB'.

Crum & Forster Holdings Corp.
-- IDR at 'BBB';

Crum & Forster Insurance Group:
Crum and Forster Insurance Company
Crum & Forster Indemnity Company
The North River Insurance Company
United States Fire Insurance Company
First Mercury Insurance Company
-- Insurer Financial Strength (IFS) at 'A-'.

Northbridge Financial Insurance Group:
Federated Insurance Company of Canada
Northbridge Commercial Insurance Corporation
Northbridge General Insurance Corporation
Northbridge Indemnity Insurance Corporation
Northbridge Personal Insurance Corporation
Zenith Insurance Company (Canada)
-- IFS at 'A-'.

Odyssey Re Holdings Corp.
-- IDR at 'BBB';
-- $50 million series A unsecured due March 15, 2021 at 'BBB-';
-- $50 million series B unsecured due March 15, 2016 at 'BBB-';
-- $40 million series C unsecured due Dec. 15, 2021 at 'BBB-';
-- $183 million 7.65% due Nov. 1, 2013 at 'BBB-';
-- $125 million 6.875% due May 1, 2015 at 'BBB-'.


Odyssey Reinsurance Company
-- IFS at 'A-'.

Zenith National Insurance Corp.
-- IDR at 'BBB'.

Zenith Insurance Company
ZNAT Insurance Company
-- IFS at 'A-'.


FIRST FINANCIAL: Had $5.9 Million Net Interest Income in Q1
-----------------------------------------------------------
First Financial Service Corporation reported a net loss per
diluted common share available to common stockholders of $0.03 for
the quarter ended March 31, 2013, compared to a net loss per
diluted common share available to common stockholders of $0.12 for
the quarter ended March 31, 2012.

"Our overall goals for 2013 are to return the Company to sustained
profitability, continue our progress towards problem asset
resolution, and restore capital," said President, Greg Schreacke.
"We have come a long way from the peak of our credit issues and
anticipate continued improvement going forward."

Classified assets were $69.1 million at March 31, 2013, compared
to $75.2 million last quarter and $105.7 million for the same
quarter last year.

Net interest income for the quarter ended March 31, 2013, was $5.9
million compared to $8.2 million for the same quarter last year.
The decrease in net interest income is mainly attributed to a
decline in loan interest income of $3.2 million and a decline of
$1 million in investment securities interest income offset by a
decline in deposit interest expense costs of $1.8 million.

"We experienced a decline in our net interest income primarily due
to decreases in average loan balances and loan yields offset by a
decrease in average interest bearing deposits combined with
continued reductions in funding costs," said Chief Financial
Officer, Frank Perez.  "We anticipate modest improvement to net
interest income in 2013 as we continue an aggressive push to
favorably reprice or roll off maturing certificates of deposits
over the next three quarters."

                       About First Financial

Elizabethtown, Kentucky-based First Financial Service Corporation
is the parent bank holding company of First Federal Savings Bank
of Elizabethtown, which was chartered in 1923.  The Bank serves
six contiguous counties encompassing central Kentucky and the
Louisville metropolitan area, through its 17 full-service banking
centers and a commercial private banking center.

In its 2012 Consent Order, the Bank agreed to achieve and maintain
a Tier 1 capital ratio of 9.0% and a total risk-based capital
ratio of 12.0% by June 30, 2012.

"At December 31, 2012, the Bank's Tier 1 capital ratio was 6.53%
and the total risk-based capital ratio was 12.21%.  We notified
the bank regulatory agencies that one of the two capital ratios
would not be achieved and are continuing our efforts to meet and
maintain the required regulatory capital levels and all of the
other consent order issues for the Bank," the Company said in its
annual report for the year ended Dec. 31, 2012.

First Financial disclosed a net loss attributable to common
shareholders of $9.44 million in 2012, a net loss attributable to
common shareholders of $24.21 million in 2011 and a net loss
attributable to common shareholders of $10.45 million in 2010.
The Company's balance sheet at Dec. 31, 2012, showed $1 billion in
total assets, $962.69 million in total liabilities and $44.37
million in total stockholders' equity.

Crowe Horwath LLP, in Louisville, Kentucky, said in its report on
the consolidated financial statements for the year ended Dec. 31,
2012, "[T]he Company has recently incurred substantial losses,
largely as a result of elevated provisions for loan losses and
other credit related costs.  In addition, both the Company and its
bank subsidiary, First Federal Savings Bank, are under regulatory
enforcement orders issued by their primary regulators.  First
Federal Savings Bank is not in compliance with its regulatory
enforcement order which requires, among other things, increased
minimum regulatory capital ratios.  First Federal Savings Bank's
continued non-compliance with its regulatory enforcement order may
result in additional adverse regulatory action."


FITNESS HOLDINGS: Squire Sanders Says 9th Cir. Flips Precedence
---------------------------------------------------------------
Squire Sanders (US) LLP says a recent Ninth Circuit Court of
Appeals decision reverses precedent on courts' ability to
re-characterize debt as equity to the extent allowed under state
law.

For nearly 30 years, bankruptcy courts within the Ninth Circuit
were prohibited from re-characterizing purported debt as equity.
This prohibition stemmed from a 1986 decision by the Ninth Circuit
Bankruptcy Appellate Panel entitled In re Pacific Express, Inc.,
69 B.R. 112 (B.A.P. 9th Cir. 1986).

Under Pacific Express, the Bankruptcy Code "did not authorize
courts to characterize claims as equity or debt, but limited
courts to the statutory remedy of equitable subordination under
[Bankruptcy Code section 510]." On April 30, 2013, the Ninth
Circuit Court of Appeals, in In re Fitness Holdings Int'l, __ F.3d
__, No. 11-56677 (9th Cir. 2013), reversed the long-standing
precedent established by Pacific Express and recognized the
authority of bankruptcy courts to recharacterize debt as equity to
the extent allowed under state law.

                 The Fitness Holdings Transaction
                      and Lower Court Rulings

Between 2003 and 2006, Fitness Holdings issued approximately US$24
million of promissory notes to its sole shareholder Hancock Park,
with maturities ranging from 2006 to 2009. In June 2007, Fitness
Holdings refinanced its debt with a US$17 million term loan and an
US$8 million revolving loan. The loan agreement for the
refinancing specified that approximately US$9 million of the newly
extended loans should be used to pay off existing bank loans, and
approximately US$12 million should be used to pay off Hancock
Park's promissory notes.  On October 20, 2008, Fitness Holdings
filed a Chapter 11 bankruptcy case in the Central District of
California.

In the Fitness Holdings bankruptcy case, the unsecured creditors'
committee filed an adversary complaint against Hancock Park
seeking to recover the payments on Hancock Park's promissory notes
as constructively fraudulent transfers, and to characterize the
financing provided by Hancock Park as equity investments rather
than loans. The bankruptcy court dismissed the claims against
Hancock Park based on Pacific Express. On appeal, the district
court upheld the bankruptcy court's decision, finding that the
district court lacked the authority to recharacterize Hancock
Park's loans as equity investments. The Chapter 7 trustee then
further appealed to the Ninth Circuit Court of Appeals.

                    The Ninth Circuit Decision

Under Bankruptcy Code Sections 548 and 550, a transfer by a debtor
may be avoided as a constructively fraudulent transfer if a debtor
does not receive "reasonably equivalent value" in exchange for the
transfer, and if one of five additional conditions listed in Sec.
548(a)(1)(B)(ii) is present. The Ninth Circuit noted at the outset
that, although the Bankruptcy Code does not define the phrase
"reasonably equivalent value," it does define the term "value" as
including the "satisfaction or securing of a present or antecedent
debt."  Based on this, the Ninth Circuit reasoned that a transfer
is not constructively fraudulent "to the extent (the) transfer
constitutes repayment of the debtor's antecedent or present debt.
. . ."  Thus, if a transfer is made in satisfaction of a "right to
payment," such as satisfaction of an outstanding loan, then the
transfer is made for "reasonably equivalent value" and cannot be
constructively fraudulent under Sec. 548.  Further, the court held
that under US Supreme Court precedent (Butner v. United States,
440 US 48 (1979)), whether a transaction gives rise to a right to
payment should generally be determined by state law.

In ruling that a bankruptcy court has authority to determine
whether a purported loan actually constitutes a "right to payment"
under state law, the Ninth Circuit expressly rejected the Ninth
Circuit Bankruptcy Appellate Panel's Pacific Express decision, and
sided with the majority of other US Circuit Courts of Appeal (3rd
Circuit, 4th Circuit, 5th Circuit, 6th Circuit, and 10th Circuit),
which had previously determined that bankruptcy courts are
authorized to recharacterize debt as equity.

The Ninth Circuit then noted three approaches to
recharacterization analysis that had been adopted in other
circuits. The Ninth Circuit rejected two of these approaches,
which rely on various provisions of federal law, as inconsistent
with Butner.  The Ninth Circuit ultimately adopted the Fifth
Circuit's approach as set forth in In re Lothian Oil, 650 F.3d
539, 542-43 (holding, under Butner, that claims must be defined
under state law and that courts must recharacterize purported debt
as equity where state law would do so). Rather than ruling on the
recharacterization issue in the first instance, the Ninth Circuit
vacated the district court's dismissal of the trustee's
constructive fraudulent transfer claim and remanded the matter
back to the bankruptcy court for further proceedings consistent
with the Ninth Circuit's approach as set forth above.

                           Implications

Because Fitness Holdings confirms bankruptcy court authority to
recharacterize debt as equity, it has obvious implications on
insider loans and similar transactions within the Ninth Circuit,
which will now be subject to possible review and
recharacterization by bankruptcy courts. In addition, the Ninth
Circuit's decision widens a circuit split over the applicable
choice of law for debt recharacterization.

State law may be less developed on recharacterization, and may be
more or less favorable than federal law depending on the governing
jurisdiction.  As both the Fifth and Ninth Circuits now look to
state law to determine whether a loan should be recharacterized as
an equity investment, insider lenders must carefully consider
choice of law in documenting financing transactions.

To contact the firm:

          SQUIRE SANDERS (US) LLP
          Jordan A. Kroop
          Tel: +1 602 528 4024
          E-mail: jordan.kroop@squiresanders.com

               - and -

          K. Derek Judd
          Tel: +1 602 528 4018
          E-mail: derek.judd@squiresanders.com

Long Beach, California-based Fitness Holdings International, Inc.,
sold treadmills, cross-trainers, and exercise bikes for home use.
The Company did business as Busy Body Home Fitness, OMNI Fitness
Equipment and LA Gym Equipment.

The Company filed for Chapter 11 protection on Oct. 20, 2008
(Bankr. C. D. Calif. Case No. 08-27527).  David S. Kupetz, Esq.,
at SulmeyerKupetz, A Professional Corporation, represented the
Company in its restructuring effort.  The Company estimated assets
and debts of $10 million to $50 million in its bankruptcy
petition.

In 2010, Bankruptcy Judge Barry Russell converted Fitness
Holdings' Chapter 11 case to one under Chapter 7 of the Bankruptcy
Code.  The U.S. Trustee for Region 16 sought dismissal or
conversion of the Debtor's case to one under Chapter 7, citing
that the Debtor failed to comply with the reporting requirements
of the Office of the U.S. Trustee.


FLUX POWER: Incurs $1.1-Mil. Net Loss in Fiscal Third Quarter
-------------------------------------------------------------
Flux Power Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.1 million on $108,000 of revenue
for the three months ended March 31, 2013, compared with a net
loss of $496,000 on $594,000 of revenue for the three months ended
March 31, 2012.

The increase in net loss of approximately $602,000 in the current
period is primarily attributable to a decline in net sales and an
increase in expense related to the amortization of prepaid
advisory fees, off-set by the gain recognized due to the change in
fair value of the warrant derivative liability.

The Company reported a net loss of $231,000 on $700,000 of net
revenue for the nine months ended March 31, 2013, compared with a
net loss of $1.1 million on $3.0 million of revenue for the nine
months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $2.5 million
in total assets, $4.7 million in total liabilities, and a
stockholders' deficit of $2.1 million.

According to the regulatory filing, there are certain conditions
which raise substantial doubt about the Company's ability to
continue as a going concern.  "We have a history of losses and
have experienced a lack of revenue due to the time to launch the
Company's revised business strategy.  Our operations have
primarily been funded by the issuance of common stock.  Our
continued operations are dependent on our ability to complete
equity financings, increase credit lines, or generate profitable
operations in the future.

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

Escondido, California-based Flux Power Holdings, Inc., designs,
develops and sells rechargeable advanced energy storage systems.


GASCO ENERGY: Posts $1.7MM Q1 Loss, Mulls Chapter 11
----------------------------------------------------
Gasco Energy, Inc. on May 15 reported financial and operating
results for the first quarter ended March 31, 2013.

      Note Regarding Uinta Basin Joint Venture During Q1-12

Gasco conveyed a 50% interest in certain of its Uinta Basin
properties to its joint venture partner concurrent with the March
22, 2012 closing of the joint venture.  Q1-13 is the fourth full
reporting period in which Gasco's Uinta Basin net production
reflects this conveyance under the terms of the Gasco-operated
joint venture.  Due to the 50% interest conveyance, operational
and financial results for the three-month period ended March 31,
2013 are not similarly comparable to the same period ended March
31, 2012.

                      Q1-13 Financial Results

Oil and gas sales for the first quarter ended March 31, 2013 were
$1.9 million, as compared to $3.2 million for the same period in
2012.  Natural gas sales comprised 77% of total oil and gas sales
for Q1-13.  The year-over-year decrease in oil and gas sales is
primarily attributed to the sale of a portion of the Company's
interest in its properties in the Uinta Basin transaction, a 10%
decrease in the average price received for the Company's oil
volumes, offset in part by a 22% increase in the price received
for natural gas volumes.

Gasco's average realized gas price was $3.38 per thousand cubic
feet of natural gas (Mcf) for Q1-13, compared to $2.77 per Mcf in
the prior-year period, excluding the effect of hedges.  During
June 2012, the Company monetized its remaining commodity hedge
contract, and the Company currently does not have any commodity
hedges in place.

The average realized oil price for Q1-13 was $79.21 per barrel, as
compared to $88.26 per barrel for the prior-year period.  Gasco
does not hedge its crude oil volumes.

For Q1-13, Gasco reported a net loss of $1.7 million, or $0.01 per
basic and diluted share, as compared to a net loss of $5.1
million, or $0.03 per basic and diluted share in Q1-12.

As of March 31, 2013, Gasco's total assets were $52.8 million, its
stockholders' equity was $16.0 million, and cash and cash
equivalents were $1.8 million.

The Company had long-term debt of $45.2 million as of March 31,
2013, consisting of its 5.5% convertible senior notes due 2015.
The Company has not paid the April 5, 2013 semi-annual interest
payment on the 2015 Notes, and as a result, after the expiration
of the 30-day cure period, an event of default occurred under the
indenture governing the 2015 Notes, which could result in the
filing of an involuntary petition for bankruptcy against the
Company.  As a result of the event of default, the trustee of the
2015 Notes or the holders of at least 25% in aggregate principal
amount of the 2015 Notes have the right to declare the 2015 Notes
immediately due and payable at their principal amount together
with accrued interest.  As of May 15, 2013, total accumulated
principal and interest on the 2015 Notes (including default
interest) equaled $46,696,498.  The Company has not received any
notice of acceleration of the 2015 Notes as of May 14, 2013 and it
is engaged in discussions with the holders of the 2015 Notes in
connection with the interest payment and/or a modification of the
indenture.

Net cash used in operating activities during Q1-13 was $0.25
million, as compared to net cash used in operating activities of
$0.5 million in the comparable 2012 reporting period.  Net cash
used in investing activities during Q1-13 was $0.9 million, as
compared to net cash used in investing activities in the prior-
year period of $15.1 million.

Q1-13 Unit Cost and Expense Comparisons Total lease operating
expense (LOE) for Q1-13 was $0.6 million, as compared to $1.7
million in the prior-year period.  On a per-unit basis, Q1-13 LOE
was $1.26 per thousand cubic feet of natural gas equivalent
(Mcfe), as compared to $1.89 per Mcfe in the prior-year period.
The 33% decrease in LOE per Mcfe is primarily attributable to the
conveyance of a 50% interest in certain of the Company's
properties in connection with the Uinta Basin transaction which
closed during March 2012 and a 76% decrease in workover expenses
because of fewer projects during Q1-13.

Transportation and processing expense was $0.5 million during Q1-
13, or $0.99 per Mcfe, as compared to $0.7 million during the
prior-year period, or $0.74 per Mcfe.  The 35% increase in these
expenses per Mcfe during Q1-13 reflects higher transportation and
processing costs related to cryogenic processing which commenced
in February 2013.

Depletion, depreciation and amortization (DD&A) was $0.4 million
for Q1-13, as compared to $0.9 million during the prior year
period.  On a per-unit basis, DD&A for Q1-13 was $0.82 per Mcfe,
as compared to $0.95 per Mcfe in the prior-year period.

The Company reported general and administrative expense (G&A) of
$1.0 million for Q1-13, versus $1.4 million in the prior-year
period.  On a per-unit basis, total G&A for Q1-13 was $2.12 per
Mcfe, as compared to $1.58 per Mcfe for the same period in 2012.
G&A expense for Q1-13 includes $52,000 of non-cash, stock-based
compensation expense, or, on a per-unit basis, $0.11 per Mcfe, as
compared to the prior-year total of $60,000, or $0.07 per Mcfe.

Q1-13 Production Estimated cumulative net production for Q1-13 was
456 million cubic feet of natural gas equivalent (MMcfe), as
compared to 892 MMcfe in the prior-year period.  Included in the
Q1-13 equivalent calculation are production volumes of 5,500
barrels of liquid hydrocarbons, as compared to the prior-year
period production volumes of 9,900 barrels of liquid hydrocarbons.
Net production changes are attributed to the Uinta Basin
transaction and to normal production declines in existing wells,
which were partially offset by new producing wells and
recompletions and workovers of existing wells.

Outlook Due to the significant extended decline in the natural gas
market and sustained low natural gas prices in recent years caused
by excess production and stagnant growth in the demand for natural
gas, Gasco has not been able to recover its exploration and
development costs as anticipated.  As such, there is substantial
doubt regarding the Company's ability to generate sufficient cash
flows from operations to fund its ongoing operations, and the
Company currently anticipates that cash on hand and forecasted
cash flows from operations will only be sufficient to fund cash
requirements for working capital through the second quarter of
2013.

In addition, the Company has not paid the April 5, 2013 semi-
annual interest payment on its 2015 Notes, and as a result, after
the expiration of the 30-day cure period, an event of default
occurred under the indenture, which could result in the filing of
an involuntary petition for bankruptcy against the Company.  As a
result of the event of default, the trustee of the 2015 Notes or
the holders of at least 25% in aggregate principal amount of the
2015 Notes have the right to accelerate payment obligations under
the 2015 Notes.  As of May 15, 2013, total accumulated principal
and interest on the 2015 Notes (including default interest)
equaled $46,696,498.  The Company has not received any notice of
acceleration of the 2015 Notes as of May 14, 2013 and it is
engaged in discussions with the holders of the 2015 Notes in
connection with the interest payment and/or a modification of the
indenture.

Gasco has not allocated any amounts to the 2013 capital budget.
The Company's prior revolving credit facility matured in June
2012, at which time Gasco repaid all of the outstanding borrowings
thereunder.  While the Company has attempted to secure a
replacement facility, it has been unable to do so on acceptable
terms and the Company is no longer actively in discussions to
obtain a replacement facility.  There can be no assurance that
Gasco will be able to adequately finance its operations or execute
its existing short-term and long-term business plans, and the
Company's liquidity and results of operations are likely to be
materially adversely affected if it is unable to generate
sufficient operating cash flows, secure additional capital or
otherwise pursue a strategic restructuring, refinancing or other
transaction to provide the Company with additional liquidity.

Gasco has engaged Stephens, Inc., a financial advisor, to assist
the Company in evaluating such potential strategic alternatives,
including a sale of the Company or all of its assets.  It is
possible these strategic alternatives will require the Company to
make a pre-packaged, pre-arranged or other type of filing for
protection under Chapter 11 of the U.S. Bankruptcy Code (or an
involuntary petition for bankruptcy may be filed against the
Company).  These factors raise substantial doubt about Gasco's
ability to continue as a going concern.

                        About Gasco Energy

Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com--
is a natural gas and petroleum exploitation, development and
production company engaged in locating and developing hydrocarbon
resources, primarily in the Rocky Mountain region and in
California's San Joaquin Basin.  Gasco's principal business is the
acquisition of leasehold interests in petroleum and natural gas
rights, either directly or indirectly, and the exploitation and
development of properties subject to these leases.  Gasco focuses
its drilling efforts in the Riverbend Project located in the Uinta
Basin of northeastern Utah, targeting the oil-bearing Green River
Formation and the natural gas-prone Wasatch, Mesaverde, Blackhawk,
Mancos, Dakota and Morrison formations.

In its auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, KPMG LLP, in Denver, Colorado,
expressed substantial doubt about Gasco Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses and negative cash flows
from operations.

The Company reported a net loss of $22.2 million on $8.9 million
of revenues in 2012, compared with a net loss of $7.3 million on
$18.3 million of revenues in 2011.  The Company's balance sheet at
Dec. 31, 2012, showed $53.9 million in total assets, $36.2 million
in total liabilities, and stockholders' equity of $17.7 million.

According to the annual report for the year ended Dec. 31, 2012,
to continue as a going concern, the Company must generate
sufficient operating cash flows, secure additional capital or
otherwise pursue a strategic restructuring, refinancing or other
transaction to provide it with additional liquidity.  "The Company
has engaged a financial advisor to assist it in evaluating such
potential strategic alternatives.  It is possible these strategic
alternatives will require the Company to make a pre-package, pre-
arranged or other type of filing for protection under Chapter 11
of the U.S. Bankruptcy Code."


GELTECH SOLUTIONS: Incurs $861,000 Net Loss in March 31 Quarter
---------------------------------------------------------------
GelTech Solutions, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $861,151 on $84,977 of sales for the three months
ended March 31, 2013, as compared with a net loss of $1.17 million
on $41,408 of sales for the same period during the prior year.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $4.06 million on $206,880 of sales, as compared with a
net loss of $4.04 million on $304,361 of sales for the same period
a year ago.

The Company's balance sheet at March 31, 2013, showed
$1.47 million in total assets, $3.31 million in total liabilities
and a $1.83 million total stockholders' deficit.

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

                        http://is.gd/Y1Cabv

                           About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

"As of December 31, 2012, the Company had a working capital
deficit, an accumulated deficit and stockholders' deficit of
$1,339,923, $26,011,370 and $2,655,057, respectively, and incurred
losses from operations of $3,211,484 for the six months ended
December 31, 2012 and used cash from operations of $1,994,491
during the six months ended December 31, 2012.  In addition, the
Company has not yet generated revenue sufficient to support
ongoing operations.  These factors raise substantial doubt
regarding the Company's ability to continue as a going concern."


GETTY IMAGES: Moody's Notes Weak Position in 'B2' Bracket
---------------------------------------------------------
Moody's Investors Service said Getty Images, Inc. is weakly
positioned in the B2 Corporate Family Rating category based on the
company's preliminary revenue and EBITDA estimates for the first
quarter of 2013 and Moody's revised outlook for the remainder of
2013. Getty Images will need more time than initially expected to
meaningfully improve financial metrics, including debt-to-EBITDA
ratios and free cash flow-to-debt ratios. Notwithstanding the
company's leading position in imagery, an inability to reduce
leverage from current levels would pressure ratings and could
result in a change in the outlook to negative from stable or a
downgrade of ratings.

Headquartered in Seattle, WA, Getty Images is a leading creator
and distributor of still imagery, video and multimedia products,
as well as a recognized provider of other forms of premium digital
content, including music. The company was founded in 1995 and
provides stock images, music, video and other digital content
through several web sites, most notably gettyimages.com,
istockphoto.com, jupiterimages.com, and thinkstock.com. In October
2012, The Carlyle Group completed the acquisition of a controlling
indirect interest in Getty Images in a transaction valued at
approximately $3.3 billion (up from the $2.4 billion transaction
value of the prior LBO in 2008). The Carlyle Group owns
approximately 51% of the company with a trust representing certain
Getty family members owning approximately 49%. Revenues totaled an
estimated $907 million through the 12 months ended March 31, 2013.


GLOBALSTAR INC: Forbearance with Noteholders Extended to May 20
---------------------------------------------------------------
Globalstar, Inc., said that forbearance agreement with respect to
the Company's 5.75% Convertible Senior Notes due 2028 has been
amended to extend the forbearance period through 11:59 pm (ET) on
May 20, 2013, as negotiations with the forbearing note holders
continue.  In addition, the extension will allow additional time
as the Company seeks to obtain the required consents from the
Company's senior secured lenders with respect to an exchange
transaction.  To the extent this process is not completed by
May 20, 2013, the forbearance agreement may be extended further by
agreement of the parties; however, there is no assurance any
further extension will be provided.

Jay Monroe, Globalstar's Chairman and CEO, said, "We are obtaining
the final approvals from the Company's senior lenders and working
through the mechanics of completing the exchange transaction.  We
look forward to making a public announcement in the very near
term."

Any exchange arrangement for the Existing Notes is subject to
final negotiation and execution of definitive agreements.
Globalstar is seeking the consent of the lenders under its senior
secured credit facility; however, there is no assurance such
consent will be obtained.  Until definitive agreements are
negotiated in their entirety and executed, and the transactions
contemplated thereby are consummated, there can be no assurance
that any debt transaction will be completed by the end of the
forbearance period or at all.

                        About Globalstar

Covington, Louisiana-based Globalstar Inc. provides mobile
satellite voice and data services.  Globalstar offers these
services to commercial and recreational users in more than 120
countries around the world.  The Company's products include mobile
and fixed satellite telephones, simplex and duplex satellite data
modems and flexible service packages.


GMX RESOURCES: Incurs $198.6 Million Net Loss in 2012
-----------------------------------------------------
GMX Resources Inc. provided its unaudited financial results for
the year ended Dec. 31, 2012, as relevant financial information
being provided to the Bankruptcy Court for the Western District of
Oklahoma in connection with the Company's reorganization under
chapter 11 of title 11 of the U.S. Code and to lenders under its
Superpriority Debtor in Possession Credit Agreement, dated as of
April 4, 2013.

The Company incurred a net loss of $198.57 million on $58.90
million of total revenue for the year ended Dec. 31, 2012, as
compared with a net loss of $206.44 million on $116.74 million of
total revenue for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $341.21
million in total assets, $461.46 million in total liabilities and
a $120.24 million total deficit.

A copy of the report is available for free at http://is.gd/E3MPod

                       About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City.  GMXR has 53 producing wells in Texas & Louisiana,
24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.

GMX Resources filed a Chapter 11 petition in its hometown (Bankr.
W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders
can buy the business in exchange for $324.3 million in first-lien
notes.  As of the Petition Date, GMXR had long-term debt of
approximately $427 million (outstanding principal amount):

                                                Outstanding
                                                 Principal
                                                 ---------
Senior Secured Notes due December 2017         $324,340,000
Senior Secured Second-Priority Notes due 2018   $51,500,000
Convertible Senior Notes due May 2015           $48,296,000
Senior Notes due February 2019                   $1,970,000
Joint Venture Financing                          $1,261,000
                                               ------------
    Total                                      $427,367,000

The Debtors tapped Andrews Kurth, LLP, as bankruptcy counsel,
Crowe & Dunlevy as conflicts counsel, Jefferies LLC as investment
banker and Epiq Bankruptcy Solutions, LLC as claims and notice
agent.


GOLDEN GUERNSEY: Lifeway Foods Buys Dairy Plant for $7.4 Million
----------------------------------------------------------------
Lifeway Foods, Inc. on May 15 announced the $7.4 million
acquisition of the Golden Guernsey dairy plant in Waukesha, WI, to
provide additional manufacturing capacity for its growing kefir-
based business.  Adding the 170,000-square-foot plant to Lifeway's
existing 50,000-square-foot facility in Morton Grove, IL, will
more than quadruple the company's production capacity and provide
much-needed expansion abilities.

The Golden Guernsey plant was shuttered this past January
following a bankruptcy filing, leaving 112 employees without jobs.
Lifeway plans to reopen the plant this summer and rehire a portion
of the workforce to staff the facility.  The transaction is
expected to close on June 10.

Lifeway's growth has been fueled in part by the burgeoning natural
foods movement as well as mounting awareness of the health
benefits of probiotic products like kefir.  Sales of probiotic
foods and supplements jumped 79 percent over the past two years,
settling at US$2.25 billion in July 2012, according to data from
natural foods market research company SPINS.  Organic food sales
in the U.S. alone jumped from $11 billion in 2004 to $27 billion
in 2012, according to the Nutrition Business Journal, with growth
in conventional grocery stores as well as natural foods markets.

Diversification of Lifeway's product portfolio has also
contributed, with innovations ranging from ProBugs(TM) organic
kefir drinks for children to the market's first packaged frozen
kefir.  The company's newest products include freeze-dried Lifeway
ProBugs(TM) Bites for infants, other new ProBugs varieties for
older children, frozen kefir bars, and a Greek kefir line
featuring extra protein.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the opening bid at the May 14 auction was $5.5
million. There will be a hearing on June 10 for approval of the
sale.

                      About Golden Guernsey

Waukesha, Wisconsin-based milk processor Golden Guernsey, LLC,
filed for Chapter 7 bankruptcy (Bankr. D. Del. Case No. 13-10044)
on Jan. 8, 2013, days after closing the facility.

OpenGate Capital, LLC, a private investment and acquisition firm,
acquired Golden Guernsey in September 2011 from Dean Foods after
the United States Department of Justice required Dean Foods to
sell the business to resolve antitrust concerns that Dean Foods'
share of the school milk supply business was too large.

The Chapter 7 petition stated that assets and debt both exceed
$10 million.

Charles Stanziale was appointed Chapter 7 trustee.


GOLDEN PRIZM: Case Summary & 3 Unsecured Creditors
--------------------------------------------------
Debtor: Golden Prizm, Inc.
        4415 Manchaca Road
        Austin, TX 78745

Bankruptcy Case No.: 13-10899

Chapter 11 Petition Date: May 7, 2013

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: Tony M. Davis

Debtor's Counsel: Ramon G. Rios, Esq.
                  LAW OFFICE OF JERRY RIOS
                  4611 Bee Caves Road, Suite 216
                  Austin, TX 78746
                  Tel: (512) 501-6270
                  E-mail: jrios@therioslawfirm.com

Scheduled Assets: $1,404,075

Scheduled Liabilities: $1,267,449

A copy of the Company's list of its three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/txwb13-10899.pdf

The petition was signed by Nitin Chandiramani, president.


GRANITE DELLS: Ch. 11 Trustee Can Hire Steve Brown as Attorney
--------------------------------------------------------------
The Chapter 11 Trustee appointed in the bankruptcy cases of
Granite Dells Ranch Holdings, LLC, and Cavan Management Services,
LLC, has obtained permission from the U.S. Bankruptcy Court for
the District of Arizona to employ Steve J. Brown, Esq., of the law
firm Steve Brown & Associates, LLC, as counsel.

As reported by the Troubled Company Reporter on May 8, 2013, the
hourly billing rates charged to the estate will be $350 for Mr.
Brown, $300 for Steven D. Nemecek, Esq., and $145 for legal
assistant Karen Flaaen.

                About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2.22 million in assets and $157 million in liabilities as of the
Chapter 11 filing.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells because an
insufficient number of unsecured creditors have expressed interest
in serving on a committee.


GUITAR CENTER: Incurs $23.4 Million Net Loss in First Quarter
-------------------------------------------------------------
Guitar Center Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $23.39 million on $531.83 million of net sales for
the three months ended March 31, 2013, as compared with a net loss
of $16.21 million on $528.15 million of net sales for the same
period during the prior year.

The Company's balance sheet at March 31, 2013, showed $1.83
billion in total assets, $2 billion in total liabilities and a
$172.04 million total stockholders' deficit.

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

                        http://is.gd/W0QzvC

                        About Guitar Center

Guitar Center, Inc., headquartered in Westlake Village, Cal., is
the largest musical instrument retailer with 312 stores and a
direct response segment, which operates its Web sites.  It
operates three distinct musical retail business - Guitar Center
(about 70% of revenue), Music & Arts (about 7% of revenue), and
Musician's Friend (its direct response subsidiary with 24% of
revenue).  Total revenue is about $2 billion.

Guitar Center disclosed a net loss of $72.16 million in 2012, a
net loss of $236.93 million in 2011 and a $56.37 million net loss
in 2010.
                        Bankruptcy Warning

"If our cash flows and capital resources are insufficient to fund
our and Holdings' debt service obligations, we may be forced to
reduce or delay capital expenditures, sell assets or operations,
seek additional capital or restructure or refinance our and
Holdings' indebtedness.  We cannot provide any assurance that we
would be able to take any of these actions, that these actions
would be successful and permit us to meet our and Holdings'
scheduled debt service obligations or that these actions would be
permitted under the terms of our and Holdings' existing or future
debt agreements.  In the absence of such operating results and
resources, we could face substantial liquidity problems and might
be required to dispose of material assets or operations to meet
our and Holdings' debt service and other obligations.  Our senior
secured credit facilities and the indentures that govern the notes
will restrict our ability to dispose of assets and use the
proceeds from the disposition.  We may not be able to consummate
those dispositions or to obtain the proceeds which we could
realize from them and these proceeds may not be adequate to meet
any debt service obligations then due.

If we cannot make scheduled payments on our and Holdings' debt, we
will be in default and, as a result:

   * our and Holdings' debt holders could declare all outstanding
     principal and interest to be due and payable;

   * the lenders under our senior secured credit facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing their borrowings; and

   * we could be forced into bankruptcy or liquidation," according
     to the Company's annual report for the period ended Dec. 31,
     2012.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2011,
Moody's Investors Service affirmed Guitar Center, Inc.'s Caa2
Corporate Family Rating and the $622 million existing term loan
rating of Caa1 due October 2014.  The Probability of Default
Rating was revised to Caa2/LD from Caa2 while the Speculative
Grade Liquidity assessment was changed to SGL-2 from SGL-3.  The
rating outlook remains stable.

The Caa2/LD Probability of Default rating reflects Moody's view
that the extended deferral of interest on the Holdco notes
constitutes a distressed exchange under Moody's definition and
also anticipates that additional exchanges of this nature are
possible over the near term.  The Limited Default designation was
prompted by the company's executed amendment of the HoldCo notes,
which allows for a deferral of 50% of the interest payments for 18
months.  Moody's views this as a distressed exchange that provides
default avoidance.  This LD designation applies to the proposed
follow-on amendment to defer the HoldCo note interest payments by
another six months.  Subsequent to the actions, Moody's will
remove the LD designation and the PDR will be Caa2 going forward.


HALLWOOD GROUP: Posts Net Loss of $1.3 Mil. in First Quarter
------------------------------------------------------------
The Hallwood Group Incorporated on May 15 reported results for the
first quarter ended March 31, 2013.

For the 2013 first quarter, the Company had a net loss of $1.3
million, or $(0.88) per share, compared to a net loss of $9.6
million, or $(6.26) per share for the 2012 first quarter, on
revenue of $31.3 million and $35.9 million, respectively.

Following is a comparison of results for the 2013 and 2012
periods:

Operating Income (Loss). The operating income (loss) for the 2013
and 2012 first quarters was $(1.1) million and $(14.4) million,
respectively.  As previously disclosed, the 2012 first quarter
results included a $13.2 million litigation charge as a result of
the decision issued by the United States District Court on
April 24, 2012 in which it entered a final judgment substantially
adopting the proposed findings that the Bankruptcy Court issued in
July 2011 in the Adversary Proceeding, as more fully described in
the Company's quarterly report on Form 10-Q for the quarter ended
March 31, 2013.

The Company operates its principal business in the textile
products industry through its wholly owned subsidiary, Brookwood
Companies Incorporated.  Brookwood's textile products sales of
$31,283,000 decreased by $4,596,000, or 12.8%, in the 2013 first
quarter, compared to $35,879,000 in the 2012 first quarter.  The
decrease in 2013 was principally due to reduced sales of specialty
fabric to U.S. military contractors as a result of decreases in
orders from the military to Brookwood's customers.  Military sales
accounted for $15,714,000 in the 2013 first quarter period,
compared to $21,675,000 in the 2012 first quarter.  Military sales
represented 50.2% and 60.4% of Brookwood's net sales in the 2013
and 2012 first quarters, respectively. Military sales have
historically been cyclical in nature.  Additionally, the results
included costs and expenses incurred by the Company and Brookwood
in the Hallwood Energy and Nextec litigation matters totaling
$60,000 and $1,770,000 for the 2013 and 2012 first quarters,
respectively, each of which is more fully described in the
Company's quarterly report on Form 10-Q for the quarter ended
March 31, 2013.

Other Income (Loss). Other income (loss) principally consists of
interest expense, along with interest and other income. For the
2013 and 2012 first quarters, other income (loss) was $(193,000)
and $(24,000), respectively.  The interest expense component
relates to the Company's loan with Hallwood Family (BVI), L.P.,
which was entered into in May 2012, and Brookwood's revolving
credit facility.

Income Tax Expense (Benefit). For the 2013 first quarter, the
income tax expense was $7,000, which included state tax expense of
$7,000.  The federal tax benefit for the 2013 first quarter in the
amount of $491,000 was offset by a full valuation allowance, due
to the uncertainty related to taxable income in future periods.
For the 2012 first quarter, income tax benefit was $4.9 million,
which included a $1.0 million current federal tax benefit, a $3.9
million deferred federal tax benefit, and an $11,000 state tax
expense.

Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT:
HWG) operates as a holding company.  The Company operates its
principal business in the textile products industry through its
wholly owned subsidiary, Brookwood Companies Incorporated.

Brookwood is an integrated textile firm that develops and produces
innovative fabrics and related products through specialized
finishing, treating and coating processes.

Prior to October 2009, The Hallwood Group Incorporated held an
investment in Hallwood Energy, L.P. ("Hallwood Energy").  Hallwood
Energy was a privately held independent oil and gas limited
partnership and operated as an upstream energy company engaged in
the acquisition, development, exploration, production, and sale of
hydrocarbons, with a primary focus on natural gas assets.  The
Company accounted for the investment in Hallwood Energy using the
equity method of accounting.  Hallwood Energy filed for bankruptcy
in March 2009.  In connection with the confirmation of Hallwood
Energy's bankruptcy in October 2009, the Company's ownership
interest in Hallwood Energy was extinguished and the Company no
longer accounts for the investment in Hallwood Energy using the
equity method of accounting.

Hallwood Group incurred a net loss of $17.94 million in 2012, as
compared with a net loss of $6.33 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $70.97 million in total
assets, $29.77 million in total liabilities and $41.19 million in
total stockholders' equity.

Deloitte & Touche LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company is dependent on its subsidiary to receive the cash
necessary to fund its ongoing operations and obligations.  It is
uncertain whether the subsidiary will be able to make payment of
dividends to its fund ongoing operations.  These conditions raise
substantial doubt about its ability to continue as a going
concern.


HAWAIIAN AIRLINES: Fitch Rates Proposed $116.3MM Cl. B Certs 'BB'
-----------------------------------------------------------------
Fitch Ratings assigns the following ratings to Hawaiian Airlines'
(HA: Issuer-Default Rating 'B' with a Stable Outlook by Fitch)
proposed pass-through trusts series 2013-1:

-- $328.3 million Class A certificates (A-tranche) with an
   expected maturity of January 2026 'A-';

-- $116.3 million Class B certificates (B-tranche) with an
   expected maturity of January 2022 'BB'.

The final legal maturities are scheduled to be 18 months after the
expected maturities. HA may subsequently offer additional
subordinated class C certificates at a future date, as per the
transaction documents.

The ratings are primarily supported by the quality of the
collateral pool underlying the transaction, a significant amount
of overcollateralization, and a high affirmation factor. The
collateral pool consists of six new delivery A330-200s, which
Fitch considers to be Tier 1 aircraft. The wide user base,
versatility, and the lack of an immediate direct competitor for
the A330-200 should support its position as a popular wide body
choice for many airlines in the intermediate term. The initial A-
tranche LTV, as cited in the prospectus, is 56% and Fitch's
maximum stress case LTV (primary driver for the A-tranche rating)
through the life of the transaction is 92%. This level of
overcollateralization provides a significant amount of protection
for certificate holders and for A-tranche holders in particular.

Fitch also considers the affirmation factor (i.e. the airline's
likelihood to affirm the aircraft in the case of a bankruptcy) for
this collateral pool to be high, as these six A330s will make up a
core part of Hawaiian's wide body fleet. The ratings are also
supported by typical EETC structural features including an 18-
month liquidity facility, cross-collateralization and cross-
default features, and the benefit of section 1110 of the
bankruptcy code.

Transaction Overview

HA plans to raise $444.5 million in an EETC transaction to fund
six new Airbus A330-200s scheduled for delivery in 2013 and 2014.
The proceeds of the certificates issued in this transaction will
be used to acquire class A and class B equipment notes, i.e., the
aircraft mortgage obligations issued by HA, to finance its
upcoming deliveries. HA 2013-1 will include two tranches of debt,
a senior A-tranche and a subordinate B-tranche. Hawaiian Airline
Inc.'s payment obligations under these notes will be fully and
unconditionally guaranteed by its parent company Hawaiian
Holdings, Inc.

The A-tranche will be sized at $328.3 million with a 12.6 year
tenor, a weighted average life of 9.0 years, and an initial LTV of
52.8% (per the prospectus). Fitch calculates the initial LTV at
56.0% using values provided by an independent appraiser not
included in the transaction documents.

The subordinate B-tranche will be sized at $116.3 million with an
8.6 year tenor, a weighted average life of 6.9 years, and an
initial prospectus LTV of 71.5%. Fitch calculates the initial LTV
at 75.9%.

Collateral Pool: The transaction will be secured by a perfected
first priority security interest in six new A330-200s which are
classified as Fitch Tier 1 collateral. Fitch considers these
aircraft to be core to Hawaiian's fleet renewal plan as well as
its growth strategy as the carrier looks to expand its presence in
Asia.

Prefunded Deal: Proceeds from the transaction will be used to pre-
fund deliveries between November 2013 and October 2014.
Accordingly, proceeds will initially be held in escrow by the
designated depository, Natixis (rated 'A+'/'F1+' with a Negative
Outlook), until the aircraft are delivered.
Liquidity Facility: The Class A and Class B certificates benefit
from a dedicated 18-month liquidity facility which also will be
provided by Natixis.

Cross-default & cross-collateralization provisions: Each Equipment
Note will be fully cross-collateralized and all indentures will
have immediate cross-default provisions, which limit HA's ability
to 'cherry-pick' aircraft within an EETC in a potential
insolvency.

Key Rating Drivers

A-Tranche: The A-tranche rating is primarily supported by a
significant amount of overcollateralization which allows the
structure to withstand a harsh downside scenario while maintaining
a full expected recovery for the senior tranche holders. The
ratings are also supported by the inclusion of new delivery
aircraft, which are core to Hawaiian's fleet, and constitute a
major part of its fleet renewal and growth plans, as well as the
support of an 18 month liquidity facility, and the legal
protection afforded by Section 1110 of the U.S. bankruptcy code.
The tail risk for the A-tranche is comparable to many recently
issued EETC's with an expected pool balance of 39% as of the final
distribution date. This compares to pool factors from the low 30%
to mid-40% range seen in recent transactions. Within the 'A'
rating category, the assigned rating of 'A-' incorporates the
credit quality of Hawaiian Airlines, which Fitch rates 'B'.

Overcollateralization: The A-tranche in HA 2013-1 is significantly
over-collateralized, with an initial LTV of 56.0%, using adjusted
aircraft values provided by Fitch's independent appraiser. This is
roughly in-line with the majority of recent EETC transactions that
have come to market. The initial LTV is also the maximum LTV that
is expected through the life of the transaction. LTVs are expected
to decline steadily as the A-tranche amortizes, declining to as
low as the upper 30% to mid- 40% range by maturity.

Stress Case: Overcollateralization in a stress scenario is the
primary driver for the senior tranche rating. Fitch's stress case
utilizes a top-down approach assuming a rejection of the entire
pool in a severe global aviation downturn. The stress scenarios
incorporate a full draw on the liquidity facility, an assumed 5%
repossession/remarketing cost, and a 30% stress to the value of
the collateral. These assumptions produce a maximum stress LTV of
92.0%, suggesting full recovery for the A-tranche holders. The
highest stress LTVs are experienced early in the life of the
transaction and are expected to decline quickly as the deal
amortizes. Fitch expects stress LTVs to drop below 90% by 2016.

Collateral Quality: Fitch considers the A330-200 to be a good
quality Tier 1 or 2 aircraft. The aircraft in this transaction are
classified by Fitch as Tier 1 aircraft because of their age. The
A330-200 is a highly capable aircraft that has outperformed its
rival 767 over the last decade, and maintained a healthy backlog
despite the long-awaited arrival of the 787. The plane has a wide
user base and is expected to remain a popular choice for medium
density, medium to long-haul routes through the life of this
transaction. As of March 31, 2013 there were 466 A330-200s in
service world-wide, with a total of 88 operators. Per Airbus,
there are currently 81 A330-200s on order.

However, in the longer-term, the model does face pressure from the
787-8 and 787-9 which will bracket the A330-200 in terms of
capacity, but will feature a longer range, and from the A350-800,
although there is some question about when the A350 will enter
service. Within the A330 family, market preferences have shifted
to the higher capacity A330-300, causing some softness in
leasing/remarketing rates for the A330-200. Per the appraisals
included in the prospectus, 17 of these aircraft are currently
listed as for sale or lease representing around 3% of the
worldwide fleet, compared to zero for the -300 model. Accordingly,
Fitch applies the high end of its stress range (20-30%) to A330-
200 values in its top-down analysis.

High Affirmation Factor: Fitch believes there is a high likelihood
that the aircraft in this transaction's pool would be affirmed in
a bankruptcy or restructuring scenario. The A330s in this
transaction represent a key part of Hawaiian's fleet renewal plan
as well as its strategy to expand into new long-haul markets.
Hawaiian is in the process of retiring the majority of its fleet
of 767-300ERs, most of which are pre-1999 vintage. The A330s will
fill the role of the 767s while delivering better unit cost
performance and a significantly longer range. The lower unit costs
of the A330s are also essential to Hawaiian's strategy of adding
new markets in Asia. Hawaiian has added nine new international
destinations since 2010 and will add its 10th with Beijing, China
in 2014. While Hawaiian's old 767s are capable of flying long-haul
routes to Asia, the superior operating economics of the newer
A330s help to make these routes more profitable.

The affirmation factor is also supported by the size of the
collateral pool relative to Hawaiian's overall fleet. On an
absolute basis, this pool is considerably smaller than most recent
EETCs that Fitch has rated which tend to have at least 10
aircraft, but in some cases contain more than 20 aircraft.
However, these six A330s will make up roughly 12% of Hawaiian's
fleet by aircraft count, compared to 2-4% for most recent
transactions.

Looking only at HA's wide-body aircraft, Fitch estimates the six
aircraft in this transaction's pool will account for approximately
20% of HA's wide-body aircraft at the end of 2014 by aircraft
count. Fitch believes that in a hypothetical restructuring
scenario in which HA pulled back from its international strategy
and reduced the size of its wide-body fleet, the A330s in this
transaction would likely be affirmed, as HA would likely reject or
restructure its 767's and other A330's (including leased aircraft)
while retaining its newer (mostly owned) A330s. At the end of 2014
Fitch expects HA to have 10 767s remaining in its fleet, as well
as 19 A330s, seven of which will be leased aircraft.

The affirmation factor is somewhat limited by the concentrated use
of the A330s on routes to Asia and other long-haul markets. If HA
were to re-trench from its growth strategy, the wide-body A330s
could have a more limited use elsewhere in the carrier's fleet, as
they may prove to be too large to serve some of Hawaiian's U.S.
West Coast markets. Additionally, Hawaiian's small size compared
to other carriers may make it more difficult to reposition these
aircraft if it were to change its growth strategy or if there were
a major market disruption in Asia.

Structural enhancements: The ratings also benefit from structural
enhancements inherent in most modern EETCs. Structural features
include an 18 month liquidity facility for both the A and B-
tranche, which will cover missed interest payments in the event of
non-payment by Hawaiian, cross-default and cross-collateralization
provisions that are present from start of the transaction, and the
benefits afforded by Section 1110 of the U.S. bankruptcy code.

B-Tranche: The 'BB' rating for the subordinate B-tranche is
assigned by notching up from HA's IDR of 'B' based on the
Affirmation Factor as per Fitch's EETC criteria. The three notch
uplift (Fitch's methodology prescribes a 2 - 4 notch uplift when
the likelihood of affirmation is considered to be above 50%)
reflects a high Affirmation Factor as discussed above, somewhat
mitigated by the concentrated use of HA's A330s on its long-haul
routes and the small overall size of Hawaiian's fleet. While
overall the affirmation factor is considered to be high, Fitch's
EETC criteria stipulates that the maximum four notch uplift be
reserved for the strongest deals. Due to the risk factors
mentioned, a more moderate three notch uplift has been applied to
this transaction.

Rating Sensitivities

Potential ratings concerns for the senior tranche primarily
consist of unexpected declines in aircraft values. Concerns for
the A330-200 include new competition from the 787-8 and 787-9 as
well as the introduction of the A350-800. These concerns are
mitigated by the scarce availability for slots for the 787 and
some doubts surrounding the timing of the entrance of the A350. In
addition, recent improvements to the A330-200 have increased its
range to nearly compete with the 787-8, while the A330 maintains a
lower price. The actual impact of the 787 and the A350 on the
market prices of the A330-200 are difficult to predict; however,
Fitch expects the A330 to remain a popular wide-body for the
intermediate term.
Potential concerns for the B-tranche are tied to the credit
quality of the underlying airline. As Fitch views subordinated
EETC tranches as being tied to the issuer IDR, a downgrade of
Hawaiian would result in the B-tranche being downgraded. Likewise,
the B-tranche could be upgraded if a positive rating action was
taken on HA's IDR.

Fitch has assigned the following ratings:

Hawaiian Airlines 2013-1 pass-through trust
-- Series 2013-1 class A certificates 'A-';
-- Series 2013-1 class B certificates 'BB'.

Fitch currently rates Hawaiian as follows:

Hawaiian Holdings, Inc.
-- IDR 'B'; Outlook Stable.

Hawaiian Airlines, Inc.
-- IDR 'B'; Outlook Stable.


HAWAIIAN HOLDINGS: Moody's Assigns 'B3' CFR, Stable Outlook
-----------------------------------------------------------
Moody's Investors Service assigned ratings to Hawaiian Holdings,
Inc.: Corporate Family of B3, Probability of Default of B3-PD and
Speculative Grade Liquidity rating of SGL-3. The outlook is
stable. These are first time ratings being assigned to HH.

Hawaiian Airlines, Inc. the airline operating company subsidiary
of HH announced its first ever offering of Enhanced Equipment
Trust Certificates, the proceeds of which will finance six newly-
manufactured Airbus A330-200 aircraft to be delivered to Hawaiian
between November 2013 and October 2014. Moody's assigned Ba1 and
B1 ratings, respectively, to the Class A and Class B Pass Through
Certificates, Series 2013-1 of the 2013-1 Pass Through Trusts that
Hawaiian will establish. The Trustees of the Pass Through Trusts
will purchase the equipment notes that Hawaiian will issue using
the proceeds of the Certificates. Interest and principal payments
made by Hawaiian on the Notes will fund the distributions of
interest and scheduled principal due on the Certificates. HH will
guarantee Hawaiian's performance under the Notes' indentures.

Assignments:

Issuer: Hawaiian Airlines, Inc.

  Senior Secured Enhanced Equipment Trust, A-Tranche, Assigned
  Ba1

  Senior Secured Enhanced Equipment Trust, B-Tranche, Assigned B1

Issuer: Hawaiian Holdings, Inc.

  Corporate Family Rating, Assigned B3

  Probability of Default Rating, Assigned B3-PD

  Speculative Grade Liquidity Rating, Assigned SGL-3

Outlook Actions:

Issuer: Hawaiian Airlines, Inc. and Hawaiian Holdings Inc.,
Assigned Stable

Ratings Rationale:

The ratings of the Certificates consider the credit quality of
Hawaiian, Moody's opinion of the collateral protection of the
Notes, the applicability of Section 1110 of Title 11 of the United
States Code (the "Code") to the Notes, the credit support provided
by the liquidity facilities, and the cross-default and cross-
collateralization of the Notes. The assigned ratings reflect
Moody's opinion of the ability of the Pass-Through Trustees to
make timely payment of interest and the ultimate payment of
principal on the final scheduled regular distribution dates of
January 15, 2026 and January 15, 2022 for the A and B
certificates, respectively. The ratings also reflect the
importance of the A330-200 aircraft to Hawaiian's multi-year
strategy to modernize its fleet and significantly grow its
international network with a focus on connecting Hawaii to Asia
and the South Pacific.

Amounts due under the respective Certificates will be subordinated
to any amounts due on the separate Class A and Class B Liquidity
Facilities ("Liquidity Facility"). Natixis S.A., acting through is
New York Branch ((P)A2, stable) will provide the separate
liquidity facility for each of the Class A and Class B
Certificates and will also act as the Depositary, which holds the
Certificate proceeds pending the delivery of each aircraft in the
transaction.

Moody's estimates the initial loan-to-value of the tranches before
inclusion of the claims of the liquidity provider at about 60% and
about 80%, respectively based on its estimates of market values
and after applying its LTV benefit for cross-collateralization.
The company had 12 A330s in its fleet at May 1, 2013 and will have
22 when the remaining ten aircraft in the order book deliver
through 2015. Seven Boeing B767-300ERs will remain in the fleet in
2015, leaving the carrier with 29 operating wide-body aircraft at
that time. The six aircraft in this transaction will represent 27%
of the A330s and 20% of all wide-body aircraft in the fleet in
2015. The company also has six Airbus A350XWB-800s on order,
scheduled to begin to deliver in 2017.

Any combination of future changes in the underlying credit quality
or ratings of Hawaiian, unexpected changes in Hawaiian's route
strategy that de-emphasizes long-haul service, or unexpected
material changes in the market value of the A330-200 could cause
Moody's to change its ratings of the Certificates.

The B3 Corporate Family Rating considers the company's relatively
small size, its geographic concentration, the aggressive growth
strategy, and expected negative free cash flow over the next two
years and again when deliveries of the A350XWB and A321neo
aircraft commence in 2017. With $2 billion of annual revenue and a
current operating fleet of 47 aircraft, 18 of which are narrow-
bodies used in its inter-island service, Hawaiian is one of the
smaller U.S. airlines operating mainline aircraft. The health of
the company's financial performance and cash generation rests on
growing demand from leisure travelers, particularly from Japan,
Australia and the U.S. West Coast and from rational capacity
management by its competitors on the routes it serves, each of
which are beyond the company's control. Current credit metrics
such as Debt to EBITDA of about 5.6 times, EBIT to Interest of
about 1.8 times and an EBIT margin of about 9% are reflective of
the mid- to low-single B rating category. Adequate liquidity
supports the ratings assignment.

The SGL-3 Speculative Grade Liquidity Rating reflects Moody's
opinion that Hawaiian's liquidity is adequate. Moody's anticipates
that the company's unrestricted cash should remain above 16% of
revenue over the next 18 months, even as it incurs about $350
million of negative free cash flow because of the deliveries of
the A330s. A $75 million revolver, typically undrawn, is modestly
sized and matures in December 2014. Unencumbered assets are
modest. Ongoing access to the bank or debt capital markets will be
important to fund aircraft deliveries beyond 2013 without
sacrificing the current good cash cushion. Hawaiian disclosed in
its 10-K that it has either financing or sale-leaseback
commitments for four of the five A330's scheduled to deliver in
2013. The financing of the fifth delivery in 2013 will be
addressed by the Series 2013-1 EETC.

The stable outlook reflects Moody's belief that credit metrics are
likely to remain near or modestly weaker than current levels over
the next 12 to 24 months as earnings growth is not likely to be
significant enough in the near term to offset the effect of higher
debt associated with the deliveries of new aircraft. A positive
rating action could follow if the company demonstrates the ability
to sustain its EBIT margin above 9% and have Debt to EBITDA
approach 5.0 times or lower while it inducts the remaining ten
A330s into its operations. Sustaining EBIT to Interest above 1.5
times and Retained Cash Flow to Net Debt above 11% could also
positively pressure the rating. A negative rating action could
follow if operating margins and cash flows deteriorate such that
Debt to EBITDA is sustained above 7.0 times, EBIT to Interest
below 1.0 time or Retained Cash Flow to Net Debt that approaches
7%.

The principal methodologies used in this rating were the Global
Passenger Airlines Industry Methodology published in May 2012 and
the Enhanced Equipment Trust and Equipment Trust Certificates
Methodology published in December 2010.

Hawaiian Holdings, Inc., headquartered in Honolulu, HI, is the
holding company parent of Hawaiian Airlines, Inc., ("Hawaiian").
Hawaiian is Hawaii's biggest and longest-serving airline, as well
as the largest provider of passenger air service from its primary
visitor markets on the U.S. West Coast. According to Hawaiian, it
is the eleventh largest domestic airline in the United States
based on revenue passenger miles. The airline operates about 215
flights per day, spanning services connecting the U.S., mainly the
west coast, Asia, Australia and the South Pacific with Hawaii and
flights connecting the four major islands of Hawaii.


HAWAIIAN PLAZA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Hawaiian Plaza Realty, Inc.
        9901 Hawaiian Court
        Orlando, FL 32819

Bankruptcy Case No.: 13-05735

Chapter 11 Petition Date: May 7, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtors' Counsel: Thomas Sadaka, Esq.
                  SEIDEN ALDER MATTHEWMAN & BLOCH
                  1420 Celebration Boulevard, Suite 200
                  Celebration, FL 34747
                  Tel: (407) 566-2110
                  Fax: (407) 566-2001
                  E-mail: tom@sadakalaw.com

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

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Hawaiian Plaza, Inc.                    13-05739
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Ahmad Mubarak, president.

A. Hawaiian Plaza Realty' list of its largest unsecured creditors
filed with the petition does not contain any entry.

B. A copy of Hawaiian Plaza's list of its largest unsecured
creditors filed with the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Pinnacle Bank                      Settlement           $1,548,041
c/o Phil D'Aniello, Esq.           Agreement
FASSETT ANTHONY & TAYLOR, P.A.
1325 W Colonial Drive
Orlando, FL 32804


HAWAIIAN TELCOM: Moody's Assigns 'B1' Rating to $300MM Term Loan
----------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Hawaiian
Telcom Communications, Inc.'s proposed new senior secured term
loan. The proceeds of the term loan will be used to refinance and
extend the maturity of the existing $300 million term loan which
matures February 28, 2017. At the closing of the transaction,
Moody's will withdraw the rating on the existing term loan. The
outlook remains stable.

Moody's has assigned the following rating:

Hawaiian Telcom Communications, Inc.

  $300MM Senior Secured Term Loan -- B1, LGD3-36%

Ratings Rationale:

Hawaiian Telcom's B1 corporate family rating reflects its diverse
base of recurring revenues, healthy market share, modest leverage
and adequate cash flows. These positives are offset by the
company's relatively small scale, the tough competition from the
incumbent cable operator and the long term challenges associated
with wireless substitution. The B1 rating reflects Moody's view
that Hawaiian Telcom will successfully deploy video services to a
broad segment of its customer base and maintain or improve its
market position with its business customers.

Moody's could lower Hawaiian Telcom's ratings if leverage were to
trend toward 4.0x (Moody's adjusted) and free cash flow were to be
materially negative, both on a sustained basis. Moody's could
raise Hawaiian Telcom's ratings if leverage were to trend toward
2.75x and free-cash-flow to debt were to reach the mid-single
digit percentage range.

The principal methodology used in this rating was Global
Telecommunications Industry 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.


HEALTHWAREHOUSE.COM INC: Stockholders' Meeting Set on Aug. 15
-------------------------------------------------------------
The Board of Directors of HealthWarehouse.com, Inc., set the date
for the Company's next annual meeting of stockholders as Aug. 15,
2013, at 11:00 a.m. Eastern time at the offices of the Company at
7107 Industrial Road, Florence, Kentucky.

In accordance with the Company's Amended and Restated Bylaws,
written notice of any stockholder proposal intended to be
presented at the next annual meeting of stockholders but not
included in the Company's proxy statement for that meeting must be
received by the Acting Secretary, HealthWarehouse.com, Inc., 7107
Industrial Road, Florence, Kentucky 41042, by the close of
business on May 23, 2013.  The deadline for submission of
proposals of stockholders intended to be presented at the next
annual meeting and desired to be included in the Company's proxy
statement is also the close of business on May 23, 2013.

On May 7, 2013, a putative shareholder derivative action was filed
in the Court of Chancery of the State of Delaware against the
Company and certain directors and an officer of the Company
alleging claims for breach of fiduciary duty, entrenchment and
corporate waste.  The derivative complaint seeks unspecified
compensatory damages and other relief.  A copy of the putative
shareholder derivative complaint is available for free at:

                        http://is.gd/Lzgcm2

                     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.


HOWREY LLP: Trustee Files More Unfinished Business Lawsuits
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports the trustee liquidating Howrey
LLP filed another batch of unfinished business lawsuits against
several law firms that hired Howrey's ex-partners, including Jones
Day.

                        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.


ICTS INTERNATIONAL: Incurs $9 Million Net Loss in 2012
------------------------------------------------------
ICTS International filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a net loss of
US$9.01 million on US$102.95 million of revenue for the year ended
Dec. 31, 2012, as compared with a net loss of US$2.14 million on
US$100.32 million of revenue for the year ended Dec. 31, 2011.
The Company incurred a net loss of US$8.12 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed US$22.55
million in total assets, US$59.24 million in total liabilities and
a US$36.68 million total shareholders' deficit.

Mayer Hoffman McCann CPAs, 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 a history of recurring losses from continuing
operations, negative cash flows from operations, working capital
deficit, and is in default on its line of credit arrangement in
the United States as a result of the violation of certain
financial and non-financial covenants.  Collectively, these
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

A copy of the Form 20-F is available for free at:

                        http://is.gd/PKGYp5

                      About ICTS International

ICTS International N.V. is a public limited liability company
organized under the laws of The Netherlands in 1992.

ICTS specializes in the provision of aviation security and other
aviation services.  Following the taking of its aviation security
business in the United States by the TSA in 2002, ICTS, through
its subsidiary Huntleigh U.S.A. Corporation, engages primarily in
non-security related activities in the USA.

ICTS, through I-SEC International Security B.V., supplies aviation
security services at airports in Europe and the Far East.

In addition, I-SEC Technologies B.V. including its subsidiaries
develops technological systems and solutions for aviation and non?
aviation security.


IFS FINANCIAL: Chapter 7 Trustee to Appeal Ouster
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankruptcy trustee in Houston was removed for a
"clear and unmistakable" breach of fiduciary duty after charging
$3,500 to a bankrupt estate for a five-day trip to New Orleans for
oral argument in the U.S. Court of Appeals.

The trustee, W. Steve Smith, was accompanied on the trip by his
wife, Blanche D. Smith, and two children.  His wife was his lawyer
in the case before the appeals court, according to the report.

The report relates that the 17-page opinion by U.S. Bankruptcy
Judge Marvin Isgur recited how Mr. Smith charged the bankrupt
estate about $3,500, including $600 for food and $900 in air fare.
Although they traveled to New Orleans on a Saturday, oral argument
wasn't until Tuesday morning. They didn't return to Houston until
Wednesday.  They didn't bill time in preparation for argument on
Saturday or after argument on Tuesday morning, Judge Isgur said in
his May 13 opinion.

The report notes that the New Orleans trip wasn't the only
infraction.  On two prior occasions in the same case, Judge Isgur
said Mr. Smith placed "his law firm's economic interests before
the estate's interests."  Judge Isgur said the infraction was
"intentional," not "negligence," and therefore met the required
standard of "clear and convincing evidence" required for removal.
On the other hand, Judge Isgur said Mr. Smith had a "long history
of distinguished service."

"We are preparing our appeal," Mr. Smith said in an interview.  He
declined to comment further.

Assuming Judge Isgur doesn't hold up implementation of his
decision pending appeal, a provision in Section 324(b) of the
Bankruptcy Code automatically removes Mr. Smith in all other cases
where he is serving as trustee.  Judge Isgur said he "recognized
the effect of this decision."

The case is IFS Financial Corp., 02-39553, U.S. Bankruptcy
Court, Southern District of Texas (Houston).

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

IFS Financial Corporation and 17 affiliated organizations are
debtors in a series of chapter 7 cases.  The 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 -- McFall, Breitbeil & Smith, P.C. -- as counsel to the
Estate.  By order entered on January 9, 2003, the Court authorized
the retention of Mr. Smith's law firm, with Mr. 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.  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).


INERGETICS INC: Inks Licensing Agreement with Martha Stewart
------------------------------------------------------------
Inergetics has entered into a partnership with Martha Stewart
Living Omnimedia (MSO) to create Martha Stewart NaturalsTM, a line
of six specially crafted supplements to support good health.  The
line will be available at retailers and drug stores starting in
the fall of 2013.

Martha Stewart, the premiere arbiter of "good things" and the
author of the newly published best-selling Living the Good Long
Life: A Practical Guide to Caring for Yourself and Others,
furthers her commitment to living well with this new high quality,
affordably priced line of women's supplements.  "We believe Martha
Stewart embodies healthy living and well-being, putting that same
philosophy in everything she does. Needless to say, what better
name to advocate these new products than Martha Stewart?" said
Mike James, CEO of Inergetics.

"I envisioned nutritious whole food-based supplements for women
who live their lives the way I do, healthily and with passion,"
said Martha Stewart.  "I have confidence that consumers will
recognize the high quality and nutritional value these formulas
deliver, and that they will become as excited about them as I am."

"Martha Stewart Naturals will be the first branded line of women's
supplements on the market today.  Martha Stewart's products will
resonate with consumers who strive to live as gracefully and
healthily as she does," said Marshall Post, EVP of Inergetics.

                          About Inergetics

Paramus, N.J.-based Inergetics, Inc., formerly Millennium
Biotechnologies Group, Inc., is a holding company for its
subsidiary Millennium Biotechnologies, Inc.  Millennium is a
research based bio-nutraceutical corporation involved in the field
of nutritional science.  Millennium's principal source of revenue
is from sales of its nutraceutical supplements, Resurgex Select(R)
and Resurgex Essential(TM) and Resurgex Essential Plus(TM) which
serve as a nutritional support for immuno-compromised individuals
undergoing medical treatment for chronic debilitating diseases.
Millennium has developed Surgex for the sport nutritional market.
The Company's efforts going forward will focus on sales of Surgex
in powder, bar and ready to drink forms.

Inergetics disclosed a net loss of $4.27 million in 2012, as
compared with a net loss of $5.47 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $2.75 million in total
assets, $7.30 million in total liabilities and a $4.55 million
total stockholders' deficit.

Friedman LLP, in Marlton, 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 substantial accumulated deficits and
operating losses and has a working capital deficiency of
$4,518,870.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


INFUSYSTEM HOLDINGS: Reports $51,000 Net Income in First Quarter
----------------------------------------------------------------
Infusystem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $51,000 on $14.70 million of net revenues for the
three months ended March 31, 2013, as compared with a net loss of
$915,000 on $14.34 million of net revenues for the same period a
year ago.

The Company's balance sheet at March 31, 2013, showed $76.22
million in total assets, $35.70 million in total liabilities and
$40.52 million in total stockholders' equity.

"Our industry in general and InfuSystem in particular are well-
positioned for continued growth," said Eric Steen, who joined the
Company as chief executive officer on April 1, 2013.  "We are
firmly committed to organic growth as a means to further
strengthen our position in a highly competitive environment.  We
remain vigilant about managing costs, and will seek to further
increase free cash flow and reduce debt.  Finally, as evidenced by
our recent hiring of an accomplished Chief Information Officer, we
will use technology to increase connectivity with all stakeholders
- especially patients, who are number one priority," he concluded.

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

                        http://is.gd/c8RJ6G

                     About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

Infusystem Holdings disclosed a net loss of $1.48 million in 2012,
as compared with a net loss of $45.44 million in 2011.


INFUSYSTEM HOLDINGS: Ryan Morris Had 8.1% Equity Stake at May 13
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Ryan J. Morris and his affiliates disclosed
that, as of May 13, 2013, they beneficially owned 1,795,876 shares
of common stock of InfuSystem Holdings, Inc., representing 8.1% of
the shares outstanding.  Mr. Morris previously reported beneficial
ownership of 1,775,043 common shares or 8% equity stake as of
Feb. 9, 2013.  A copy of the amended regulatory filing is
available for free at http://is.gd/LnwzQ3

                    About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

Infusystem Holdings disclosed a net loss of $1.48 million in 2012,
as compared with a net loss of $45.44 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $76.22 million
in total assets, $35.70 million in total liabilities and $40.52
million in total stockholders' equity.


ING U.S.: Fitch to Rate $750MM Subordinated Notes 'BB'
------------------------------------------------------
Fitch Ratings expects to assign a 'BB' rating to ING U.S., Inc.
(ING U.S.) $750 million planned issuance of 5.65% fixed-to-
floating rate junior subordinated notes due 2053. The transaction
is expected to close on May 16, 2013.

Key Rating Drivers

The rating reflects standard notching under Fitch's rating
methodology. The notes include an interest deferral feature at the
option of the issuer for up to five years. Based on Fitch's rating
criteria, this hybrid debt issuance has not been assigned any
equity credit.

The net proceeds of this offering will be used for general
corporate purposes, including repayment of amounts owed under an
existing term loan agreement and partial repayment of amounts owed
to ING Verzekeringen N.V., a subsidiary of ING Groep N.V. Pro
forma financial leverage is expected to remain near 25%.

On Jan. 7, 2013, Fitch affirmed all of its ratings for ING U.S.
and its subsidiaries, with a Stable Outlook.

Rating Sensitivities

The key rating triggers that could result in a downgrade include:

-- A decline in reported risk-based capital (RBC) below 385%;

-- Financial leverage exceeding 30%;

-- Significant adverse operating results;

-- Further material reserve charges required in its
    insurance/variable annuity books or a significant weakening
    of distribution channel or scale advantages.

The key rating triggers that could result in an upgrade include:

-- Increased operating profitability and generation of consistent
    statutory capital;

-- Sustained maintenance of GAAP interest coverage over 10x and
    statutory interest coverage over 4x;

-- A reported RBC above 450%, and financial leverage below 25%;

-- Private sale of closed-block book at good value with boost to
    capitalization and reduction in volatility and risk.

Fitch expects to assign:

ING U.S., Inc.

-- 5.65% fixed-to-floating junior subordinated notes due May 15,
    2053 at 'BB'.

Fitch currently rates the ING U.S. entities as follows:

ING U.S., Inc.

-- Long-term IDR at 'BBB';
-- 5.5% senior notes due July 15, 2022 at 'BBB-';
-- 2.9% senior notes due Feb. 15, 2018 at 'BBB-'.

ING Life Insurance and Annuity Company
ING USA Annuity and Life Insurance Company
ReliaStar Life Insurance Co.
ReliaStar Life Insurance Company of New York
Security Life of Denver Insurance Company

-- Insurer Financial Strength (IFS) at 'A-'.

Equitable of Iowa Companies, Inc.

-- Long-term IDR at 'BBB'.

Equitable of Iowa Companies Capital Trust II

-- 8.424% Trust Preferred Stock at 'BB'.


ING U.S.: Moody's Rates $750MM Jr. Sub. Debentures Ba1(hyb)
-----------------------------------------------------------
Moody's Investors Service affirmed the Baa3 senior debt rating of
ING U.S. Inc. (ING US; guaranteed by Lion Connecticut Holdings,
Inc. - LCH, issuer rating at Baa3, stable outlook) with a stable
outlook. The A3 insurance financial strength (IFS) ratings of the
life insurance subsidiaries of ING US were also affirmed with a
stable outlook, as were other affiliated ratings.

The Ba1(hyb) preferred stock rating of Equitable of Iowa Companies
Capital Trust II (Equitable of Iowa II) was also affirmed, but its
outlook was changed to stable from positive. Separately, Moody's
assigned a Ba1(hyb) rating to ING US' $750 million junior
subordinated debentures sold under a 144A private placement,
subject to receipt and review of final documentation. The outlook
on the notes is stable, in line with other ING US ratings. ING US
is the majority-owned U.S. life insurance group of the
Netherlands-based banking concern, ING Groep, N.V. (ING NV, senior
debt at A3, negative outlook). ING US and affiliate debt ratings
that are guaranteed by ING Groep, N.V., and ING Verzekeringen,
N.V. (senior debt at Baa2, developing outlook) were not affected
by this rating action.

Ratings Rationale:

Moody's said that the rating affirmations were based on the
established positions of ING US' life insurance subsidiaries in
the U.S. retirement services and life insurance markets,
particularly in the specialized 403(b) and 457 pension sectors,
where the company has leading market shares. The affirmation also
reflects the company's recent success in completing its initial
public offering (IPO), including a primary offering for ING US of
$600 million and an approximate $700 million secondary offering by
ING NV, together with various regulatory dividend approvals. The
timely completion of its IPO, which moves the company a step
closer to full independence, together with on-going debt
restructuring, strengthen ING US' financial profile and are
factored into Moody's expectations for the ratings and stable
outlook.

Commenting on ING US' financial profile, Moody's Vice President
Laura Bazer said, "Both the $600 million of retained IPO proceeds,
and certain related regulatory approvals that will ease dividend
payments to the holding companies, improve ING US' overall
financial flexibility." Bazer added, "In total, approximately $1.4
billion in approved extraordinary dividend payments and some of
the IPO proceeds will be used by ING US to improve the
capitalization of a captive reinsurer, which, in Moody's view, was
weak." The rating agency noted, however, that while the combined
NAIC Risk-Based Capital (RBC) ratio of ING US' insurance
subsidiaries after the transaction is expected to remain strong
(i.e., over 400%), their ordinary dividend capacity and therefore,
ING US' cash coverage metrics, remain weak for the company's
rating level.

Commenting on the assignment of a Ba1 (hyb) rating to ING US'
hybrid issuance, the rating agency said it was based on an
unconditional and irrevocable guarantee by LCH on a junior
subordinated basis. Because of the structural subordination of ING
US' obligations to those of LCH, ING US' Ba1 junior subordinated
debt rating would be a notch lower (Ba2) without the LCH
guarantee. LCH is the direct owner of most of ING US' life
insurance subsidiaries. Moody's noted that because ING US plans to
use the debt proceeds to retire like amounts of existing debt, its
leverage metrics -- in the 20-25% range at March 31, 2013 -- were
not expected to be affected.

Commenting on Equitable of Iowa II, Moody's said that its ratings
and outlook had been disassociated with the ratings of ING US,
reflecting Moody's concerns about the possible EU-required
interest deferral during the financial crisis. With the financial
crisis behind it and ING US' successful recent IPO, the
possibility of mandatory regulatory interest deferral on these
securities has receded. The Ba1 (hyb) rating and stable outlook
reflect a pre-existing guarantee from LCH and normal notching from
the ING US' guaranteed senior debt.

Moody's stated that the following factors could lead to an upgrade
of ING US' ratings: completion of the Dutch parent company, ING
Groep NV's sale of its remaining ownership of ING US without
deterioration to business, profitability, or other financial
metrics; reduction in earnings volatility, resulting in ROC's
consistently at 6% or better; RBC ratio consistently at or above
375%, while maintaining good capital adequacy at offshore
captives; stand-alone cash coverage of over 3x, and U.S. GAAP
earnings coverage of at least 5x, each on a consistent basis.

Conversely, ING US' ratings could go down as a result of the
following factors: ROC's consistently below 4%; consolidated RBC
ratio falling below 325% (including the captive); adjusted
financial leverage of greater than 30%; cash coverage of less than
1.5x; US GAAP earnings coverage of below 2x.

Affirmations with Stable outlook:

Issuer: ING U.S., Inc.

  Issuer Rating, Affirmed Baa3

  Senior Unsecured, Affirmed Baa3

Issuer: ING Security Life Institutional Funding

  Senior Secured Medium-Term Note Program, Affirmed (P)A3

  Senior Secured, Affirmed A3

ReliaStar Life Insurance Company

  Insurance Financial Strength Rating, Affirmed A3

ReliaStar Life Insurance Company of New York

  Insurance Financial Strength Rating, Affirmed A3

Issuer: ING USA Annuity and Life Insurance Company

  Insurance Financial Strength Rating, Affirmed A3

  Insurance Financial Strength Rating, Affirmed P-2

Issuer: ING USA Global Funding Trust 3

  Senior Secured, Affirmed A3

Issuer: Security Life of Denver Insurance Company

  Insurance Financial Strength Rating, Affirmed A3

  Insurance Financial Strength Rating, Affirmed P-2

Issuer: ING Life Insurance & Annuity Company

  Insurance Financial Strength Rating, Affirmed A3

Issuer: Lion Connecticut Holdings, Inc.

Issuer Rating, Affirmed Baa3

Affirmations with outlook changed to Stable from Positive:

Issuer: Equitable of Iowa Companies Capital Trust II

  Preferred Stock, Affirmed Ba1 (hyb)

Assignments with Stable outlook:

Issuer: ING U.S., Inc.

  Junior Subordinated, Assigned Ba1 (hyb)

ING US is a partially public (25%) life insurance group traded on
the NYSE under the ticker VOYA. At December 31, 2012 it had total
U.S. GAAP assets of approximately $221 billion and shareholders'
equity of close to $16 billion. Its 75% majority owner is the
Netherlands-based banking group, ING Groep, N.V.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Life Insurers published in May 2010.


INTERFAITH MEDICAL: Taps Charles A. Barragato as Tax Accountant
---------------------------------------------------------------
Interfaith Medical Center, Inc., asks for authorization from the
U.S. Bankruptcy Court for the Eastern District of New York to
employ Charles A. Barragato & Co. LLP as tax accountant, nunc pro
tunc to May 6, 2013.

CAB will prepare these tax returns for the Debtor for the year
ended Dec. 31, 2012: (a) Federal Form 990; (b) New York State Form
CHAR500; and (c) extensions for filing the preceding returns, as
needed.

The Debtor has agreed to compensate CAB for the Fixed Fee Services
rendered in this Chapter 11 case for a fixed fee of $20,000.  If
the Debtor requests and CAB provides hourly fee services, the
Debtor has agreed to compensate CAB based on CAB's standard hourly
rates ranging from $150 to $420 per hour.

Angelo Pirozzi, a partner at CAB, attests his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman tapped the law firm
of DiConza Traurig LLP, as his counsel.


INTERLEUKIN GENETICS: Posts $1.2MM Q1 Loss; Seeks Addt'l Funding
----------------------------------------------------------------
Interleukin Genetics, Inc. on May 14 issued financial and
operational results for the first quarter ended March 31, 2013.

Revenue for the quarter ended March 31, 2013 was $487,000,
compared to $678,000 for the same period in 2012.  The decrease is
primarily attributable to decreased genetic testing revenue
recognized from genetic tests processed as a result of sales
through the Amway Global sales channel.

Research and development expenses were $160,000 for the three
months ended March 31, 2013, compared to $446,000 for the same
period in 2012.  The decrease is primarily attributable to lower
compensation, consulting and clinical trial costs.  In the first
quarter of 2013 our Chief Scientific Officer had fully
transitioned to his role as Chief Executive Officer and,
accordingly, related compensation costs were classified as part of
selling, general and administrative expenses in the 2013 period
whereas such costs had previously been classified as research and
development expenses.

Selling, general and administrative expenses were $1.0 million for
the three months ended March 31, 2013, compared to $1.1 million
for the same period in 2012.  The decrease is primarily
attributable to decreased patent related legal fees and corporate
legal and accounting fees as well as lower sales commissions paid
to Amway Global as part of our Merchant Channel and Partner Store
Agreement partially offset by higher compensation and consulting
expenses.

The Company reported a net loss of $1.2 million, or $(0.03) per
basic and diluted common share, for the first quarter of 2013,
compared to $1.4 million or $(0.04) per basic and diluted common
share for the same period in 2012.

As of March 31, 2013, the Company had cash and cash equivalents of
$1.1 million.  As of March 31, 2013, the Company had drawn the
full $14.3 million under credit facilities with Pyxis Innovations
Inc., an affiliate of Alticor.  This facility currently becomes
due on March 31, 2014.

The Company expects that its current resources are adequate to
maintain current and planned operations only through May 31, 2013.
The Company's independent registered public accounting firm has
included an explanatory paragraph in their opinion in connection
with the 2012 audit, relating to the Company's ability to continue
as a going concern.  The Company has retained a financial advisor
and is actively seeking additional funding.  If the Company cannot
obtain additional funding on acceptable terms, it may be required
to discontinue operations and seek protection under U.S.
bankruptcy laws.

                        About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Interleukin Genetics disclosed a net loss of $5.12 million in
2012, as compared with a net loss of $5.02 million in 2011.  The
Company's balance sheet at Dec. 31, 2012, showed $2.96 million
in total assets, $16.58 million in total liabilities and a $13.62
milion total stockholders' deficit.

Grant Thornton LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred a net loss of $5,120,084 during the year
ended December 31, 2012, and as of that date, the Company?s total
liabilities exceeded its total assets by $13,623,800.  These
conditions, among other factors, raise substantial doubt about the
Company's ability to continue as a going concern.

                        Bankruptcy Warning

"We expect that our current and anticipated financial resources,
including the full amount drawn under our credit facility with
Pyxis Innovations, Inc., an affiliate of our majority stockholder,
Alticor, Inc., will be adequate to maintain our current and
planned operations only through April 2013.  We need significant
additional capital to fund our continued operations, including for
the commercial launch of our PST(R) genetic test, continued
research and development efforts, obtaining and protecting patents
and administrative expenses.  We have retained a financial advisor
and are actively seeking additional funding, however, based on
current economic conditions, additional financing may not be
available, or, if available, it may not be available on favorable
terms.  In addition, the terms of any financing may adversely
affect the holdings or the rights of our existing shareholders.
For example, if we raise additional funds by issuing equity
securities, further dilution to our then-existing shareholders
will result.  Debt financing, if available, may involve
restrictive covenants that could limit our flexibility in
conducting future business activities.  We also could be required
to seek funds through arrangements with collaborators or others
that may require us to relinquish rights to some of our
technologies, tests or products in development.  If we cannot
obtain additional funding on acceptable terms, we may have to
discontinue operations and seek protection under U.S. bankruptcy
laws," according to the Company's annual report for the year ended
Dec. 31, 2012.


INTERNATIONAL FUEL: Letter From Former Accountants
--------------------------------------------------
BDO USA, LLP, delivered a letter to the U.S. Securities and
Exchange Commission stating the following:

     "We have been furnished with a copy of the response to Item
      4.01 of Form 8-K/A for the event that occurred on May 2,
      2013, filed by our former client, International Fuel
      Technology, Inc.  We agree with the statements made in
      response to that Item insofar as they relate to our Firm.

On May 2, 2013, the Board of Directors of International Fuel
Technology, Inc., terminated the engagement of BDO USA, LLP, as
the Company's independent registered accounting firm.  This action
effectively dismisses BDO as the Company's independent registered
accounting firm for the fiscal year ending Dec. 31, 2012.

On May 8, 2013, the Company's Board of Directors appointed Malone
Bailey LLP as the Company's new independent registered accounting
firm.

                      About International Fuel

St. Louis, Mo.-based International Fuel Technology, Inc., is a
technology company that has developed a range of liquid fuel
additive formulations that enhance the performance of petroleum-
based fuels and renewable liquid fuels.

BDO USA, LLP, in Chicago, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations,
working capital and stockholders' deficits and cash obligations
and outflows from operating activities that raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $2.57 million in 2011, compared
with a net loss of $2.21 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.45 million in total assets, $4.74 million in total liabilities
and a $2.28 million total stockholders' deficit.


IOWA FINANCE: Fitch Assigns 'BB-' Rating to $1.18 Billion Bonds
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating with a Stable Outlook to
$1.185 billion of Midwestern Disaster Area Revenue Bonds issued by
the Iowa Finance Authority on behalf of Iowa Fertilizer Company
LLC (IFCo).

Proceeds from the project bonds, which priced on April 30, 2013
and are expected to close on May 15, 2013, will be loaned to IFCo
to pay for the construction of the fertilizer plant and certain
infrastructure improvements, capitalized interest, a deposit to
the debt service reserve fund, and associated financing fees.

Final pricing for the project bonds provided an all-in interest
cost of approximately 5.44%, which is below expectations. The
overall impact of the lower borrowing costs is slightly higher
debt service coverage ratios (DSCRs) in the Fitch rating case.

Key Rating Drivers

Nitrogen Market Price Exposure: IFCo will sell its nitrogen
products to farmers, distributers, and blenders at market prices.
The project's main products have historically exhibited
considerable price volatility as evidenced by the average 5 - and
10-year one standard deviation ranges of 25% - 30% and 35%,
respectively. However, Fitch believes that IFCo will benefit from
a favorable pricing environment in the medium-term, but recognizes
that a shift in the supply-demand balance could negatively impact
prices. Fitch forecasts that a 10% change in nitrogen product
prices will result in a 0.40x - 0.50x change in DSCRs.

Natural Gas Price Risk: The project will procure its natural gas
feedstock via an existing pipeline at prices linked to Henry Hub.
IFCo has entered into natural gas call swaptions for the first
seven years of the project with a strike price of $6 and $6.50 per
mmBtu to moderate gas price risk. In addition, the project will
fund from operations, over seven years, an annual $25.8 million
reserve requirement to provide liquidity and help mitigate price
risk during the non-hedging period.

Alternatively, IFCo can enter into call swaptions at a $7 per
mmBtu strike price during part or all of the final three years of
the debt term. Fitch believes that the call swaptions and hedging
reserve moderate natural gas price risk and forecasts that DSCRs
change by 0.10x - 0.15x for every $1 per mmBtu price movement.

Manageable Operating Risks: IFCo will utilize commercially proven
technologies with relatively low maintenance risk. The independent
engineer (IE) opined that the non-feedstock O&M and major
maintenance costs were reasonable and forecasted technical
operating performance was achievable. Further, Fitch believes that
the project's oversized production capacity helps mitigate
operating performance risk.

Strong Completion Arrangement: The fixed-price, turn-key, date-
certain, fully-wrapped engineering, procurement, and construction
(EPC) agreement with an experienced contractor that has delivered
similar projects on-schedule and on-budget substantially mitigates
construction risk. Fitch considers the credit quality of the EPC
contractor to be below that of the project, but does not view this
as a rating constraint. Fitch believes that the structural
features of the EPC contract and financing agreements, use of
conventional technology, availability of substitute contractors,
favorable IE opinion regarding construction costs, and potential
for sponsor support, albeit uncommitted, help mitigate
counterparty risk.

Speculative-Grade Forecasted Financial Profile: The Fitch rating
case forecasts average and minimum DSCRs of 1.19x and 1.08x,
respectively. Fitch believes that the project exhibits an ability
to endure a combination of financial and performance stresses, but
views the exposure to margin risk as a rating constraint. While
natural gas price exposure has been moderated, the nitrogen
fertilizer price remains subject to the U.S. trade balance, cost
of production, and changes in supply and demand. Fitch recognizes
that the debt term moderates long-term price uncertainty and
reserve accounts help to mitigate the impact of short-term price
fluctuations, but the cash flow cushion provides a limited margin
of safety.

Rating Sensitivities

Nitrogen Market Prices: Fundamental shift in the supply-demand
balance that results in a materially different nitrogen market
pricing environment than forecasted

Higher Cost Profile: Higher than expected natural gas market
prices or an inability to effectively manage operating costs

Reduced Operational Capabilities: Failure to reach and sustain
projected capacity and utilization rates

Heightened Completion Risk: Material increases in costs or delays
during construction

Security

First priority security interest in all tangible and intangible
assets of the project and a pledge by Iowa Holding LLC of its
membership interests in IFCo.


J AND Y INVESTMENT: Hearing Friday on Bid to Use Cash Collateral
----------------------------------------------------------------
The Bankruptcy Court continued until May 17, 2013, at 9:30 a.m.,
the hearing to consider J and Y Investment LLC's request to use
cash collateral to pay property management fees.

As reported in the Troubled Company Reporter on Jan. 17, 2013, the
cash collateral is subject to adequate protection in favor of its
secured lender, BACM 2004-1 320th Street South, LLC.

The lender, which claims to be owed $8.5 million in principal
under a secured loan, restarted a foreclosure process for the
Debtor's Federal Way Center Building in May 2012 and continued the
sale again until Jan. 11, 2013.  The parties were not able to
reach agreement, so the Debtor sought bankruptcy protection on the
eve of the sale in order to continue operations and preserve the
equity in the property.

The Debtor requires the immediate use of rental income from the
property to continue its operations uninterrupted, thus preserving
the value of the Property and avoiding immediate and irreparable
harm to its business and assets.  As set forth in the interim
budget, rental income will be used to pay operating expenses,
maintain the property, and continue to establish and maintain a
reasonable cash reserve for tenant improvements, taxes and
insurance.

The Debtor says that the lender is adequately protected by the
existence of equity in the property.  Assuming the principal
amount owing on the loan is, as asserted by the lender, $8.5
million, and taking the conservative appraised value for the
property of $11 million, the lender is protected by an equity
cushion of $2.5 million.

In addition, the Debtor proposes to provide, on an interim basis,
additional adequate protection to the lender in the form of a
replacement lien encumbering leases and subleases entered into
following the Petition Date, and the rents generated therefrom.

                     About J and Y Investment

J and Y Investment, LLC, sought Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-10218) in Seattle on Jan. 10, 2013.  The Debtor
is a single purpose Delaware limited liability company formed in
2004 to acquire the real property and office building located at
2505 S. 320th Street, Federal Way, Washington.  The property was
appraised on Sept. 3, 2010, at between $11,000,000 and
$11,200,000.  BACM 2004-1 320th Street South, LLC, holds the
beneficial interest in the Deed of Trust and Security Agreement
encumbering the Property, and has filed a proof of claim in the
total amount of $10,271,963.93 as of the Petition Date.  The
Debtor disclosed total assets of $13.05 million against total
liabilities of $8.65 million in its schedules.  The Debtor's sole
member is East of Cascade, Inc.

Armand J. Kornfeld, Esq., and Katriana L. Samiljan, Esq., at Bush
Strout & Kornfeld, LLP, in Seattle, represent the Debtor as
bankruptcy counsel.

                       Bankruptcy-Exit Plan

The Bankruptcy Court approved on May 3, 2013, the First Amended
Disclosure Statement filed by J and Y Investment for the Debtor's
First Amended Plan of Reorganization dated May 1.  A hearing to
confirm the Plan as well as to consider any timely filed
objections to the Plan will commence July 12.  Plan votes are due
July 5.  Plan objections are also due that day.

According to the First Amended Disclosure Statement, the Debtor
will continue to operate the Property in the ordinary course of
business.  So long as it complies with other provisions of the
Plan and the Order of Confirmation, the Debtor will have full
discretion as to all aspects of the operation and maintenance of
the Property.

The obligation to the Class 1 secured Lender (BACM 2004-1 320th
Street South, LLC) matures seven years after the Effective Date of
the Plan.  In order to satisfy the Lender's claim in full, the
Debtor will either refinance the Property or sell the Property
prior to that time.

Under the Plan, Class 1 Lender's claim will be paid: (i) interest
only payments at the rate of 4.75 percent for the first 24 months,
followed by (ii) 59 equal monthly payments of principal and
interest based upon a 30-year amortization, and (iii) a single
final payment of all outstanding principal and interest in the
84th full month following the effective date of the Plan.

Allowed general unsecured claims (Class 2) that are not
administrative convenience claims will be paid in full in 12
monthly payments, which will be due on the 15th day of the first
full month following the Effective Date.

Holders of convenience class claims, arising from all general
unsecured claims in the amount of $1,500 or less (Class 3), will
receive a cash payment equal to the full amount of their allowed
claims, on the later of (i) 30 business days after the Effective
Date, or (ii) three business days following the date upon which
the Debtor receives notice that the claim has become an Allowed
claim.

Allowed interests of the Member of the Debtor (Class 6) will
retain such interests following Confirmation but will receive no
distributions on account of such interests (i) if there exists a
default under payments owing to any class, or (ii) the Debtor will
fail to make any payment due on the Effective Date.

A copy of the First Amended Disclosure Statement is available at:

            http://bankrupt.com/misc/jandy.doc124.pdf


J.C. PENNEY: Copy of Presentation to Potential Lenders
------------------------------------------------------
Members of the management of J. C. Penney Company, Inc., made a
presentation to potential lenders under the Company's previously
announced proposed senior secured term loan financing transaction
on May 14, 2013.  The slides used for this presentation are
available for free at http://is.gd/UM7itM

                         About J.C. Penney

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

J.C. Penney disclosed a net loss of $985 million in 2012, as
compared with a net loss of $152 million in 2011.  The Company's
balance sheet at Feb. 2, 2013, showed $9.78 billion in total
assets, $6.61 billion in total liabilities and $3.17 billion in
total stockholders' equity.

                           *     *     *

As reported by the TCR on May 2, 2013, Moody's Investors Service
downgraded the long term ratings of J.C. Penney Company, Inc.,
including its Corporate Family Rating to Caa1 from B3.  The
downgrade follows JCP's announcement that it had entered into
a commitment letter with Goldman Sachs under which Goldman Sachs
has committed to provide a $1.75 billion senior secured term loan.

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

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

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

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

In March 2013, Penney received a letter from bondholders
withdrawing and rescinding the Notice of Default.

On April 12, 2013, Penney borrowed $850 million out of its $1.85
billion committed revolving credit facility with JPMorgan Chase
Bank, N.A., as Administrative Agent, and Wells Fargo Bank,
National Association, as LC Agent. Penney said the move was to
enhance the Company's financial flexibility and position.


J.C. PENNEY: Moody's Assigns 'B2' Rating to New $1.75-Bil. Debt
---------------------------------------------------------------
Moody's Investors Service rated J.C. Penney Corporation, Inc.'s
proposed $1.75 billion senior secured term loan due 2020 at B2. At
the same time, Moody's affirmed J.C. Penney Company, Inc.'s
Corporate Family Rating at Caa1 and its Probability of Default
Rating at Caa1-PD. JCP's Speculative Grade Liquidity rating of
SGL-3 remains unchanged. The rating outlook remains negative.

The proceeds of the term loan will be used to fund ongoing working
capital requirements, other general corporate purposes (including
capital expenditures), and to amend, acquire, or satisfy and
discharge the outstanding debentures due 2023. The term loan will
be secured by a first lien on substantially all of JCP's assets
other than those assets pledged to the asset based revolving
credit facility (primarily real estate). The term loan will also
have a second lien on the accounts receivable and inventory
pledged to the revolving credit facility.

The B2 rating assigned to the proposed $1.75 billion senior
secured term loan acknowledges the term loan's seniority to about
$2.9 billion of senior unsecured notes. Moody's views the $1.75
billion term loan as being at the same level as the $1.85 billion
asset based revolving credit facility in JCP's capital structure.

The following rating is assigned and subject to receipt and review
of final documentation:

Proposed $1.75 senior secured term loan due 2020 at B2 (LGD 2,
25%)

The following ratings are affirmed:

For J.C. Penney Company, Inc.:

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1-PD

For J.C. Penney Corporation, Inc.:

Senior unsecured notes at Caa2 (LGD 5, 78%)

Senior unsecured shelf rating at (P) Caa2

Ratings Rationale:

JCP's Caa1 Corporate Family Rating reflects the near term
significant weakness in JCP's operating performance and credit
metrics. It also reflects that JCP is in process of readdressing
its operating strategies which will likely result in earnings
remaining weak over the next few quarters. The rating is supported
by Moody's opinion that JCP's near term liquidity remains
adequate, albeit there will be a sizable cash flow burn in 2013.
Moody's estimates the JCP's cash burn will be about $1.1 to $1.3
billion in 2013 which will be supported by the proposed $1.75
billion term loan and the $1.85 billion revolving credit facility.
Moody's estimates from JCP's preliminary first quarter results
that JCP's first quarter cash flow burn was nearly $960 million.
Moody's expect that JCP's second quarter cash flow burn will also
be sizable but that free cash flow should turn positive in the
fourth quarter. The rating also acknowledges the lack of near
dated debt maturities. JCP's nearest debt maturity is not until
2015 when its $200 million 6.875% medium term notes mature.

The negative rating outlook acknowledges Moody's expectation that
JCP's earnings continue to face downward pressure until the
company stabilizes the sales and gross margin trends. It also
acknowledges the sizable level of cash flow burn that is
anticipated in 2013 and the current weakness in credit metrics.

Ratings could be downgraded should JCP's liquidity erode, should
its sales and earnings not begin to evidence signs of stability by
the fourth quarter of 2013, or should the overall probability of
default increase.

Given the negative outlook, an upgrade is unlikely at the present
time. In time, the outlook could return to stable should the
company evidence stability in sales while showing an improvement
in earnings and maintaining adequate liquidity. Ratings could be
upgraded should earnings improve such that it becomes likely that
debt to EBITDA will remain below 7.25 times and EBITA to interest
expense approaches 1.0 time.

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.

J.C. Penney Company, Inc. is one of the U.S.'s largest department
store operators with about 1,100 locations in the United States
and Puerto Rico. It also operates a website, www.jcp.com. Revenues
are about $13 billion.


JACKSONVILLE BANCORP: Amends Form S-3 Prospectus
------------------------------------------------
Jacksonville Bancorp, Inc., has filed with the U.S. Securities and
Exchange Commission an amendment to its Form S-3 registration
statement.

This prospectus covers the resale by Bay Pond Investors USB, LLC,
CapGen Capital Group IV LP, Eugene A. Ludwig, et al., up to an
aggregate of:

    (i) 52,360,000 shares of the Company's nonvoting common stock,
        $0.01 par value per share, that were issued in the
        mandatory conversion of the Company's Mandatorily
        Convertible, Noncumulative, Nonvoting, Perpetual Preferred
        Stock, Series A, $0.01 par value per share; and

   (ii) 100,000,000 shares of the Company's common stock, $0.01
        par value per share, consisting of (a) 47,640,000 shares
        of Common Stock that were issued in the mandatory
        conversion of the Series A Preferred Stock, and (b)
        52,360,000 shares of Common Stock issuable upon the
        conversion of the outstanding shares of Nonvoting Common
        Stock.

The Company's Common Stock is listed on the NASDAQ Stock Market
under the symbol "JAXB."  On March 27, 2013, the last reported
sale price of the Company's Common Stock on the NASDAQ Stock
Market was $1.58 per share.  The Nonvoting Common Stock is not
listed on any exchange and the Company does not intend to list it
on any exchange.

The Company amends the registration statement to delay its
effective date until the Company will file a further amendment
which specifically states that this registration statement will
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement will
become effective on that date as the Commission, acting pursuant
to said Section 8(a), may determine.

A copy of the amended prospectus is available at:

                        http://is.gd/HaG0gn

                      About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with approximately $583 million in
assets and eight full-service branches in Jacksonville, Duval
County, Florida, as well as the Company's virtual branch.  The
Jacksonville Bank opened for business on May 28, 1999, and
provides a variety of community banking services to businesses and
individuals in Jacksonville, Florida.

Jacksonville Bancorp disclosed a net loss of $43.04 million in
2012, a net loss of $24.05 million in 2011 and a $11.44 million
net loss in 2010.

The Company's balance sheet at March 31, 2013, showed
$520.89 million in total assets, $487.47 million in total
liabilities and $33.42 million in total shareholders' equity.

"Both Bancorp and the Bank must meet regulatory capital
requirements and maintain sufficient capital and liquidity and our
regulators may modify and adjust such requirements in the future.
The Bank's Board of Directors has agreed to a Memorandum of
Understanding (the "2012 MoU") with the FDIC and the OFR for the
Bank to maintain a total risk-based capital ratio of 12.00% and a
Tier 1 leverage ratio of 8.00%.  As of December 31, 2012, the Bank
was well capitalized for regulatory purposes and met the capital
requirements of the 2012 MoU.  If noncompliance or other events
cause the Bank to become subject to formal enforcement action, the
FDIC could determine that the Bank is no longer "adequately
capitalized" for regulatory purposes.  Failure to remain
adequately capitalized for regulatory purposes could affect
customer confidence, our ability to grow, our costs of funds and
FDIC insurance costs, our ability to make distributions on our
trust preferred securities, and our business, results of
operation, liquidity and financial condition, generally,"
according to the Company's annual report for the year ended
Dec. 31, 2012.


JAMES RIVER: Shareholders Elect Two Directors to Board
------------------------------------------------------
At the annual meeting of shareholders held on May 13, 2013, James
River Coal Company's shareholders elected Leonard J. Kujawa and
Peter T. Socha to serve as directors for terms expiring in 2016.
The shareholders approved the potential issuances of common stock
of the Company.  The non-binding resolution to approve the
compensation of the Company's named executive officers was passed.
The appointment of KPMG LLP as the Company's independent
registered public accounting firm for 2013 was ratified.

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

James River reported a net loss of $138.90 million in 2012,
as compared with a net loss of $39.08 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $1.16 billion in
total assets, $944.75 million in total liabilities and $215.26
million in total shareholders' equity.

                           *     *     *

In the Dec. 6, 2012, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating
("CFR") and Probability of Default Rating ("PDR") to Caa1 from B3.
The downgrades reflects weakening credit protection metrics as a
result of a very difficult environment facing coal producers in
Central Appalachia and Moody's view that the company's earnings
and cash flow profile will remain challenged in the near-term.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


JONES SODA: Incurs $399,000 Net Loss in 1st Quarter
---------------------------------------------------
Jones Soda Co. filed its quarterly report on Form 10-Q, reporting
a net loss of $399,000 on $3.1 million of revenue for the three
months ended March 31, 2013, compared with a net loss of
$1.7 million on $3.9 million of revenue for the same period last
year.

The Company's balance sheet at March 31, 2013, showed $7.2 million
in total assets, $2.8 million in total liabilities, and
stockholders' equity of $4.4 million.

According to the regulatory filing, the uncertainties relating to
the Company's ability to successfully execute its 2013 operating
plan, combined with the difficult financing environment, continue
to raise substantial doubt about our ability to continue as a
going concern.

A copy of the Form 10-Q is available at http://is.gd/NT2YQ7

Jones Soda Co., headquartered in Seattle, develops, produces,
markets and distributes premium beverages which the Company sells
and distributes primarily in North America through its network of
independent distributors located throughout the United States
(U.S.) and Canada and directly to its national and regional retail
accounts.

                         *     *     *

As reported in the TCR on April 11, 2013, Peterson Sullivan LLP,
in Seattle, Washington, expressed substantial doubt about Jones
Soda's ability to continue as a going concern, citing the
Company's recurring losses from operations and negative cash flows
from operating activities.


LDK SOLAR: Widens Net Loss to $1.05-BiL. in 2012
------------------------------------------------
LDK Solar Co., Ltd., filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a net loss of
$1.05 billion on $862.88 million of net sales for the year ended
Dec. 31, 2012, as compared with a net loss of $608.95 million on
$2.15 billion of net sales for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $5.02 billion
in total assets, $5.20 billion in total liabilities, $323.29
million in redeemable noncontrolling interest, $15.88 million in
ordinary shares, $18.41 million in noncontrolling interest and a
$502.76 million total deficit.

KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes.  These conditions raise substantial doubt about the
Group's ability to continue as a going concern.

A copy of the Form 20-F is available for free at:

                        http://is.gd/hVrRnt

                           About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.


LEGENDS GAMING: Plan Has June 24 Confirmation Hearing
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that casino operator Legends Gaming LLC will return to
bankruptcy court in Shreveport, Louisiana, on June 24 for a
confirmation hearing to approved the revised reorganization plan
that gives ownership to first-lien lenders owed $181.2 million.

The report relates that the bankruptcy court approved the
explanatory disclosure statement on May 13, providing creditors
with information to decide whether the best vote is "yes" or "no."

For holders of $215.2 million in unsecured claims, there will be a
recovery of 0.02 percent from sharing $40,000 made available by
secured lenders, although only if the class votes in favor of the
plan.  The plan gives the senior secured lenders a new $80 million
first-lien term loan on emergence from bankruptcy.  Once gaming
regulators give lenders permission to become owners, they will be
able to exercise options to assume stock ownership at a nominal
price.  The approved disclosure statement shows senior lenders
with a 46 percent recovery.  The second-lien claim of $116.3
million will be treated as an entirely unsecured claim and placed
in a class of unsecured creditors that will also include the
deficiency claim of the first-lien lenders.

                      About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.

The casinos were to have been sold to an affiliate of the
Chickasaw Nation for $125 million until the buyer pulled out.
They are now in litigation.


LLS AMERICA: Silence, Inaction Cost 3 Defendants $500 Each
----------------------------------------------------------
In the lawsuit, BRUCE P. KRIEGMAN, solely in his capacity as
court-appointed Chapter 11 Trustee for LLS America, LLC,
Plaintiff, v. TERRENCE FRANK, Defendant, Adv. Proc. No. 11-80147-
PCW11 (Bankr. E.D. Wash.), Bankruptcy Judge Patricia C. Williams
issued a decision to resolve and provide guidance to the parties
concerning the plaintiff's motion to compel Mr. Frank to answer
discovery.  As the defendant did not file any responsive pleading
nor appear at the hearing on May 10, 2013, no explanation has been
provided justifying the failure to respond to the interrogatories
and requests for production.

The interrogatories and requests for production were initially
served December 20, 2012.  Responses were due 30 days thereafter,
however, the defendant failed to respond to the interrogatories
and requests for production. Not a single document was produced in
response to 19 document requests and there is simply no response
of any kind to the interrogatories.  The Plaintiff requested by
letter of March 7, 2013, that responses be provided by April 1,
2013, and, if not, stated that the plaintiff would file a motion
to compel and request attorneys fees and costs associated with the
motion.

In her May 10, 2013 Memorandum Decision available at
http://is.gd/5RjNwXfrom Leagle.com, Judge Williams held that Mr.
Frank is sanctioned $500 payable to counsel for the plaintiff as
partial compensation to the plaintiff of the costs of proceeding
with the motion to compel.  The defendant is advised that a review
of two scheduling orders would assist the defendant in responding
to the interrogatories and requests to produce.  The defendant
must answer the proposed interrogatories and comply with the
requests to produce documents no later than 30 days from the date
of the related order.  Should the defendant object to a particular
interrogatory or request to produce, the objection and its basis
must be set forth with particularity.

In separate rulings, Judge Williams also slapped $500 sanctions
against Stephen Briscoe and Monique Olson, who are being sued by
the Chapter 11 Trustee.  Both Mr. Briscoe and Ms. Olson also
failed to answer the Trustee's discovery, and did not file any
responsive pleading nor appear at the hearing on May 9.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LOCAL SERVICE: Court Denies Motion to Amend Scheduling Order
------------------------------------------------------------
In the case, ONYX PROPERTIES LLC, a Colorado Limited Liability
Company; EMERALD PROPERTIES, LLC, a Colorado Limited Liability
Company; VALLEY BANK AND TRUST, a Colorado State Bank; PAUL
NAFTEL, an individual; SHAUNA NAFTEL, an individual; and The
Estate of LOCAL SERVICE CORPORATION by and through its Chapter 11
Bankruptcy Trustee, SIMON E. RODRIGUEZ, Plaintiffs, v. BOARD OF
COUNTY COMMISSIONERS OF ELBERT COUNTY, Defendant; and KENNETH G.
ROHRBACH, KAREN L. ROHRBACH, PAUL K. ROHRBACH, and COMPOST
EXPRESS, INC., a Colorado corporation, Plaintiffs, v. BOARD OF
COUNTY COMMISSIONERS OF ELBERT COUNTY, in its official capacity,
Defendant, Civil Case No. 10-cv-01482-LTB-KLM (Consolidated w/11-
cv-02321-RPM-MJW) (D. Colo.), Colorado District Judge Lewis T.
Babcock denied, without prejudice, a Motion to Amend Scheduling
Order filed by the Plaintiffs as being out of order as no
Scheduling Order has been entered in this case.  A copy of the
Court's May 10, 2013 Order is available at http://is.gd/Ese6cp
from Leagle.com.

                        About Local Service

Local Service Corporation filed for Chapter 11 bankruptcy (Bankr.
D. Colo. Case No. 08-15543) on April 25, 2008.  In June 2010, the
U.S. Trustee's Office appointed Simon Rodriguez as the Chapter 11
trustee for the LSC estate.

John D. Watson, who held stock interests in LSC, is a debtor in a
separate Chapter 7 case.  Jeffrey A. Weinman was appointed as the
Chapter 7 trustee for Mr. Watson's bankruptcy estate (Bankr. D.
Colo. Case No. 07-21077) in February 2008.  Mr. Weinman became the
sole board member of LSC, elected himself President, and was
authorized to make decisions for LSC.


LYON WORKSPACE: Lawyer Asks to Extend Plan-Filing Rights
--------------------------------------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports officials
who are winding down the estate of Midwest locker manufacturer
Lyon Workspace Products LLC, which filed for bankruptcy and sold
off its plants to an investment firm, said they need more time to
figure out how to distribute roughly $22 million in sale money to
pay off the former company's debts.

                      About Lyon Workspace

Lyon Workspace Products, L.L.C. and seven affiliates sought
Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 13-2100) on
Jan. 19, 2012.

Lyon Workspace -- http://www.lyonworkspace.com/-- was a
manufacturer and supplier of locker and storage products.  It had
400 full-time employees, 53% of whom are salaried employees.
Eight percent of the employees are members of the Local Union No.
1636 of the United Steelworkers of America, A.F.L.-C.I.O.  The
Debtor disclosed $41,275,474 in assets and $37,248,967 in
liabilities as of the Chapter 11 filing.

Attorneys at Perkins Coie LLP serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.


MACROSOLVE INC: Issues Letter to Shareholders
---------------------------------------------
MacroSolve, Inc., has issued a letter to shareholders.

Shareholders and prospective investors may view the letter in full
at http://is.gd/qBkMuV

The letter provides updates on significant developments at the
Company including:

   * The new strategy has created the desired results, including a
     cash flow positive 4Q2012 and a profitable 1Q2013

   * The Company is utilizing its intellectual property and
     business consulting expertise, as a part of the new strategy,
     which benefits small businesses' mobile app ventures

   * Confidence in the strategy is demonstrated in the agreements
     with MEDL Mobile and DecisionPoint Systems

   * The Company's cost structure remains low and profits will
     continue to lower debt and build cash reserves

   * The Company also continues to enforce its rights under United
     States Patent Number 7,822,816.

                       About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.

Macrosolve incurred a net loss of $1.77 million in 2012, as
compared with a net loss of $2.53 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $1.91 million in total
assets, $1.07 million in total liabilities and $846,954 in total
stockholders' equity.


MARKETING WORLDWIDE: Delays Form 10-Q for First Quarter
-------------------------------------------------------
Marketing Worldwide Corporation notified the U.S. Securities and
Exchange Commission that it will be delayed in the filing of its
quarterly report for the period ended March 31, 2013.  The Company
said it was awaiting information from outside third parties in
order to complete the Form 10-Q.

                     About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

Marketing Worldwide incurred a net loss of $11.11 million for the
year ended Sept. 30, 2012, compared with a net loss of $2.27
million during the prior year.

Marketing Worldwide's balance sheet at Sept. 30, 2012, showed
$1.19 million in total assets, $16.24 million in total liabilities
and a $15.05 million total deficiency.

RBSM, LLP, in New York, 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
generated negative cash flows from operating activities,
experienced recurring net operating losses, is in default of
certain loan covenants, and is dependent on securing additional
equity and debt financing to support its business efforts which
factors raise substantial doubt about the Company's ability to
continue as a going concern.


MERIDIAN MORTGAGE: Rockhills' Claims v. Jeude, Univest Dismissed
----------------------------------------------------------------
In the action GORDON L. ROCKHILL and NANCY ROCKHILL, husband and
wife, and the Marital community composed thereof; and GORDON L.
ROCKHILL IRA, an individual retirement account, Plaintiffs,
v. WILLIAM W. JEUDE, an individual, and UNIVEST, INC., a
Washington corporation, Defendants, Case No. CV11-1308 BJR (W.D.
Wash.), District Judge Barbara Jacobs Rothstein entered findings
of fact and conclusions of law, a copy of which is available at
http://is.gd/VGQZG2from Leagle.com.

The Rockhills commenced the action to recover losses they suffered
due to their investment in the Meridian Mortgage Investors Fund
II, LLC.  Among other things, the Rockhills alleged negligent
investment advice, negligent misrepresentation and breach of
fiduciary duty.

In her May 6, 2013 ruling, Judge Rothstein ascertained that MMIF
II and Univest Inc. are parties to a 2001 agreement whereby MMIF
II retained Univest as its exclusive placement agent in connection
with the offering of the MMIF II securities.  MMIF paid Univest a
1.5% sales commission as compensation for its services.  William
Jeude was a registered representative of Univest.  The judge found
that the Rockhills initiated contact with Univest by telephone,
but that the Rockhills were personally responsible for their
investment decisions in MMIF II.

Judge Rothstein determined that Mr. Jeude and Univest were not
acting as the Rockhills' financial advisors and were never
retained as their financial advisors.  Accordingly, the Rockhills
claims against Mr. Jeude and Univest should be dismissed with
prejudice.

                  About Meridian Mortgage and
                      Frederick Darren Berg

In November 2010, a federal grand jury in Seattle indicted
Frederick Darren Berg on 12 counts of wire fraud, money laundering
and bankruptcy fraud in connection with the demise of his Meridian
Group of investment funds.  Prosecutors believe Mr. Berg took in
more than $280 million, with the losses attributed to the ponzi
scheme estimated to be roughly $100 million.  Hundreds of victims
have lost money in the scheme between 2001 and 2010.

Mr. Berg commenced a personal Chapter 11 case on July 27, 2010
(Bankr. W.D. Wash. Case No. 10-18668), estimating assets of
more than $10 million and liabilities between $1 million and
$10 million.  The filing came after lawyers for one group of
investors, armed with a court order and accompanied by sheriff's
deputies, began seizing personal possessions at Mr. Berg's Mercer
Island home and downtown Seattle condo.

Diana K. Carey, trustee for Mr. Berg's estate, filed on Jan. 27,
2011, voluntary Chapter 11 petitions for Mortgage Investors Fund I
LLC (Bankr. W.D. Wash. Case No. 11-10830) estimating assets of up
to $50,000 and debts of up to $50 million and Meridian Mortgage
Investors Fund III LLC (Case No. 11-10833), estimating up to
$50,000 in assets and up to $100 million in liabilities.  Michael
J. Gearin, Esq., at K&L Gates LLP, in Seattle, served as counsel
to the Debtors.

Creditors filed an involuntary Chapter 11 petition for Meridian
Mortgage Investors Fund II LLC (Bankr. W.D. Wash. Case No.
10-17976) on July 9, 2010.  The petitioners were represented by
Jane E. Pearson, Esq., at Foster Pepper PLLC, in Seattle.

Creditors filed involuntary Chapter 11 petitions for Meridian
Mortgage Investors Fund VIII, LLC (Bankr. W.D. Was. Case No.
10-17958) and Meridian Mortgage Investors Fund V, LLC (Bankr. W.D.
Wash. Case No. 10-17952) on July 9, 2010.  The petitioners were
represented by John T. Mellen, Esq., at Keller Rohrback LLP, in
Seattle, and Cynthia A. Kuno, Esq., at Hanson Baker Ludlow
Drumheller PS, in Bellevue, represent the petitioners.

On June 22, 2011, the Bankruptcy Court entered an order confirming
a consensual Chapter 11 plan in the Meridian bankruptcy.  The Plan
provides for the creation of the Liquidating Trust for the
Substantively Consolidated Meridian Funds, a/k/a/ The Meridian
Investors Trust.  Mr. Calvert was named Liquidating Trustee.

In February 2012, Mr. Berg was sentenced to 18 years in prison
after being convicted of defrauding investors.


MOMENTIVE PERFORMANCE: Posts Net Loss of $68 Mil. in 1st Quarter
----------------------------------------------------------------
Momentive Performance Materials Inc. on May 14 reported results
for the first quarter ended March 31, 2013. Results for the first
quarter of 2013 include:

-- Net sales of $570 million compared to $593 million in the prior
year period.

-- Operating income of $17 million versus operating loss of $(5)
million in the prior year period.  First quarter 2013 operating
income improved versus first quarter 2012 due to improved gross
margins, a $2 million decrease in selling, general and
administrative expenses, and a $5 million decrease in
restructuring and other costs.

-- Net loss of $(61) million compared to a net loss of $(65)
million in the prior year period, which reflected the improved
operating income partially offset by a $16 million increase in
interest costs.

-- Segment EBITDA of $68 million compared to $48 million in the
prior year period.  Segment EBITDA is a non-GAAP financial measure
and is defined and reconciled to net loss later in this release.

"While sales declined slightly in first quarter 2013 compared to
the prior year period, segment EBITDA increased significantly
reflecting primarily the benefit of our ongoing cost control
initiatives," said Craig O. Morrison, Chairman, President and CEO.
"Our Segment EBITDA margins also improved as we continue to take
the necessary actions to optimize the business for the slower-
growth environment we are currently experiencing globally.
Although the quartz business continued to reflect poor
semiconductor demand, our silicone volumes increased slightly in
the first quarter of 2013 versus the first quarter of 2012.

"We remain focused on controlling the actions that we can directly
control to partially offset the softer demand we are experiencing
in parts of our portfolio.  Through March 31, 2013, we have
realized approximately $63 million in cost savings on a run-rate
basis as a result of the Shared Services Agreement with MSC since
the program began in late 2010.  We also anticipate fully
realizing $22 million of total pro forma savings that are
remaining from the Shared Services Agreement and the incremental
restructuring actions that we announced in July 2012 over the next
nine to 18 months."

                     Refinancing Activities

In April 2013, the Company entered into two new secured revolving
credit facilities: a $270 million asset-based revolving loan
facility, which is subject to a borrowing base, and a $75 million
revolving credit facility, which supplements the ABL Facility and
is available subject to a certain utilization test based on
borrowing availability under the ABL Facility.  The ABL Facility
and Cash Flow Facility replaced our prior senior secured credit
facility.

                 Liquidity and Capital Resources

At March 31, 2013, the Company had approximately $3.2 billion of
long-term debt compared to $3.1 billion of long-term debt at
December 31, 2012.  In addition, at March 31, 2013, the Company
had $301 million in liquidity, including $116 million of
unrestricted and cash equivalents and $185 million of borrowings
available under the Old Credit Facility.

At March 31, 2013, the Company was in compliance with all
covenants under the credit agreement governing the Old Credit
Facility, including the senior secured debt to Adjusted EBITDA
ratio maintenance covenant.  Based on the Company's current
assessment of its operating plan and the general economic outlook,
the Company believes that its cash flow from operations and
available cash and cash equivalents, including available
borrowings under its new secured revolving credit facilities, will
be adequate to meet its liquidity needs for at least the next
twelve months.

                              Outlook

"We continue to balance our growth initiatives, such as our recent
international site investments, with our cost reduction programs,"
Mr. Morrison said.  'Looking ahead, we remain cautiously
optimistic that our silicones business will continue to gradually
recover throughout 2013 compared to 2012 levels.  Our quartz
customer sentiment also seems to be improving slightly.

"Finally, we continue to benefit from our long-dated maturity
profile following several refinancing transactions over the past
year.  As of March 31, 2013 and on a pro forma basis for the April
Refinancing, we had no material debt maturities prior to 2016.  We
believe we remain well positioned for the eventual market
recovery."

     Covenants Under Secured Credit Facilities and the Notes

The instruments that govern the Company's indebtedness contain,
among other provisions, restrictive covenants (and incurrence
tests in certain cases) regarding indebtedness, dividends and
distributions, mergers and acquisitions, asset sales, affiliate
transactions, capital expenditures and the maintenance of certain
financial ratios (depending on certain conditions).  Payment of
borrowings under the Company's secured revolving credit facilities
and notes may be accelerated if there is an event of default as
determined under the governing debt instrument.  Events of default
under the credit agreements governing the secured revolving credit
facilities include the failure to pay principal and interest when
due, a material breach of a representation or warranty, most
covenant defaults, events of bankruptcy and a change of control.
Events of default under the indentures governing the notes include
the failure to pay principal and interest, a failure to comply
with covenants, subject to a 30-day grace period in certain
instances, and certain events of bankruptcy.

The financial maintenance covenant in the credit agreement
governing the ABL Facility provides that if the Company's
availability under the ABL Facility at any time is less than the
greater of (a) 12.5% of the lesser of the borrowing base and the
total ABL Facility commitments at such time and (b) $27 million,
the Company is required to have a fixed charge coverage ratio
(measured on a last twelve months, or LTM, basis) of at least 1.0
to 1.0 as of the last day of the applicable fiscal quarter.  The
fixed charge coverage ratio under the credit agreement governing
the ABL Facility is generally defined as the ratio of (a) Adjusted
EBITDA minus non-financed capital expenditures and cash taxes to
(b) debt service plus cash interest expense plus certain
restricted payments, each measured on a LTM basis.  The Company
does not currently meet such minimum ratio, and therefore the
Company does not expect to allow availability under the ABL
Facility to fall below such levels.

The financial maintenance covenant in the credit agreement
governing the Cash Flow Facility provides that beginning in the
third quarter of 2014, the first full quarter following the one
year anniversary of our entry into the Cash Flow Facility, at any
time that loans are outstanding under the facility, the Company
will be required to maintain a specified net first-lien
indebtedness to Adjusted EBITDA ratio, referred to as the "Senior
Secured Leverage Ratio". Specifically, the ratio of the Company's
"Total Senior Secured Net Debt" to trailing twelve-month Adjusted
EBITDA (as adjusted per the credit agreement) may not exceed 5.25
to 1 as of the last day of the applicable fiscal quarter
(beginning with the last day of the third quarter of 2014).  If
the Cash Flow Facility had been in effect as of March 31, 2013,
although the Company would not have been required to meet such
ratio requirement, as of March 31, 2013, the Company would have
had a Senior Secured Leverage Ratio of 4.68 to 1 under the Cash
Flow Facility.  As of March 31, 2013, the Company was in
compliance with the Senior Secured Leverage Ratio covenant under
the Old Credit Facility, which was replaced in April 2013.

In addition to the financial maintenance covenants described
above, the Company is also subject to certain incurrence tests
under the credit agreements governing the secured revolving credit
facilities and the indentures governing the notes that restrict
the Company's ability to take certain actions if the Company is
unable to meet specified ratios.  For instance, the indentures
governing the notes contain an incurrence test that restricts the
Company's ability to incur indebtedness or make investments, among
other actions, if the Company does not maintain an Adjusted EBITDA
to Fixed Charges ratio (measured on a LTM basis) of at least 2.00
to 1.00.  The Adjusted EBITDA to Fixed Charges ratio under the
indentures is generally defined as the ratio of (a) Adjusted
EBITDA to (b) net interest expense excluding the amortization or
write-off of deferred financing costs, each measured on a LTM
basis.  As of March 31, 2013, the Company was not able to satisfy
this test.  The restrictions on the Company's ability to incur
indebtedness or make investments under the indentures that apply
as a result, however, are subject to exceptions, including
exceptions that permit indebtedness under the secured revolving
credit facilities.  Based on its forecast, the Company believes
that its cash flow from operations and available cash and cash
equivalents, including available borrowing capacity under the
secured revolving credit facilities, will be sufficient to fund
operations and pay liabilities as they come due in the normal
course of business for at least the next 12 months.

On March 31, 2013, the Company was in compliance with all
covenants under the credit agreement governing the Old Credit
Facility and all covenants under the indentures governing the
notes.

                    About Momentive Performance

Momentive Performance Materials, Inc., produces silicones and
silicone derivatives, and develops and manufactures products
derived from quartz and specialty ceramics.  As of Dec. 31, 2008,
the Company had 25 production sites located worldwide, which
allows it to produce the majority of its products locally in the
Americas, Europe and Asia.  Momentive's customers include
companies in industries, such as Procter & Gamble, 3M, Goodyear,
Unilever, Saint Gobain, Motorola, L'Oreal, BASF, The Home Depot
and Lowe's.

Momentive Performance disclosed a net loss of $365 million on
$2.35 billion of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $140 million on $2.63 billion of net
sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.90 billion
in total assets, $4.05 billion in total liabilities, and a
$1.14 billion total deficit.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  The action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.

In the Aug. 15, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered all of its ratings on MPM by two notches,
including the corporate credit rating to 'CCC' from 'B-'.  The
outlook is negative.

"The likelihood that earnings and cash flow will remain very weak
for the next several quarters prompted the downgrade," explained
credit analyst Cynthia Werneth.  "In our view, leverage is
unsustainably high, with total adjusted debt to EBITDA above 15x
as of June 30, 2012."


MSR HOTELS: Section 341(a) Meeting Scheduled on July 9
------------------------------------------------------
A meeting of creditors in the bankruptcy case of MSR Hotels &
Resorts, Inc., will be held on July 9, 2013, at 2:30 p.m. at 80
Broad St., 4th Floor, USTM.

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.

                          About MSR Hotels

MSR Hotels & Resorts, Inc., returned to Chapter 11 by filing a
voluntary bankruptcy petition (Bankr. S.D.N.Y. Case No. 13-11512)
on May 8, 2013 in Manhattan.  MSR Hotels & Resorts, formerly known
as CNL Hospitality Properties, Inc., and as CNL Hotels & Resorts,
Inc., listed $500,001 to $1 million in assets, and $50 million to
$100 million in liabilities in its petition.

Paul M. Basta, Esq., at Kirkland & Ellis, LLP, represents the
Debtor.

MSR Resorts sought Chapter 11 bankruptcy to thwart a lawsuit by
lender Five Mile Capital Partners that claims it is owed tens of
millions of dollars related to the recent sale of several luxury
resorts.  MSR Hotels will seek to sell its remaining assets and
wind down.

MSR Hotels, formerly known as CNL Hotels & Resorts Inc., owned a
portfolio of eight luxury hotels with over 5,500 guest rooms.  On
Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
Then known as MSR Resort Golf Course LLC, the company and its
affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 11-10372) in Manhattan on Feb. 1, 2011.  The resorts
subject to the 2011 filings were Grand Wailea Resort and Spa,
Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA
West, Doral Golf Resort and Spa, and Claremont Resort and Spa.

In the 2011 petitions, the five resorts had $2.2 billion in assets
and $1.9 billion in debt as of Nov. 30, 2010.  In its 2011
schedules, MSR Resort disclosed $59,399,666 in total assets and
$1,013,213,968 in total liabilities.

In the 2011 bankruptcy, James H.M. Sprayregen, P.C., Esq., Paul M.
Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq.,
at Kirkland & Ellis, LLP, served as the Debtors' bankruptcy
counsel.  Houlihan Lokey Capital, Inc., acted as the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC acted as the
Debtors' claims agent.

The Official Committee of Unsecured Creditors in the 2011 case was
represented by Martin G. Bunin, Esq., and Craig E. Freeman, Esq.,
at Alston & Bird LLP, in New York.

In March 2012, the Debtors won Court approval to sell the Doral
Golf Resort to Trump Endeavor 12 LLC, an affiliate of Donald
Trump's Trump Organization LLC, for $150 million.  An auction was
held in February that year but no other bids were received.

The 2011 Debtors won approval of a bankruptcy-exit plan in
February this year.  That plan was predicated on the sale of the
remaining four resorts by the Government of Singapore Investment
Corp. -- the world's eighth-largest sovereign wealth fund,
according to the Sovereign Wealth Fund Institute -- for $1.5
billion.

U.S. Bankruptcy Judge Sean Lane, who oversaw the 2011 cases,
overruled Plan objections by the U.S. Internal Revenue Service and
investor Five Mile.  The IRS and Five Mile alleged that the sale
created a tax liability of as much as $331 million that may not be
paid.

Bloomberg News reported that the exit plan provides for repayment
of 96% of secured debt and 100% of general unsecured debt.  Five
Mile stood to lose about $58 million, including investments by
pension funds and other parties, David Friedman, Esq., a lawyer
for Five Mile, said during the Plan approval hearing, according to
Bloomberg.

That Plan was declared effective on Feb. 28, 2013.

On April 9, 2013. Five Mile sued Paulson & Co. executives and MSR
Hotels in New York state court, alleging they (i) mishandled the
company's intellectual property and other assets in a bankruptcy
sale, and failed to get the best price for the assets, and (ii)
owe Five Mile $58.7 million on a loan.  According to a Reuters
report, Five Mile seeks $58.7 million representing sums owed,
including interest and costs, plus at least $100 million for
breach of fiduciary duty, gross negligence and corporate waste.


MSR HOTELS: Case Summary & 7 Unsecured Creditors
------------------------------------------------
Debtor: MSR Hotels & Resorts, Inc.
          fka CNL Hospitality Properties, Inc.
              CNL Hotels & Resorts, Inc.
        c/o CNL-AB LLC
        1251 Avenue of the Americas
        New York, NY 10020

Bankruptcy Case No.: 13-11512

Chapter 11 Petition Date: May 8, 2013

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Paul M. Basta, Esq.
                  KIRKLAND & ELLIS, LLP
                  601 Lexington Avenue
                  New York, NY 10022
                  Tel: (212) 446-4800
                  Fax: (212) 446-4900
                  E-mail: pbasta@kirkland.com

Debtor's
Financial
Advisor:          HOULIHAN LOKEY CAPITAL, INC.

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

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Daniel Kamensky, authorized signatory.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
MSR Resort Sub Intermediate Mezz, LLC 11-10380            02/10/11

MSR Hotels & Resorts' List of Its Seven Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
CNL Plaza Ltd.                     Rent                   $118,634
P.O. Box 535370
Atlanta, GA 30353-5370

Retrievex                          Trade Debt               $2,643
P.O. Box 415938
Boston, MA 02241-5938

Iron Mountain                      Trade Debt               $1,030
P.O. Box 27178
New York, NY 10087-7128

Superior Data Storage, Inc.        Trade Debt                 $290

Abby's Mini Storage                Trade Debt                 $220

Midland Loan Services, Inc.        Trade Debt                   $0

Five Mile Capital SPE B LLC        Trade Debt                   $0


MUNDY RANCH: Hearing on Trustee Appointment Reset Until July 9
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Mexico
rescheduled until July 9, 2013, at 9 a.m., the hearing to consider
the motion by Robert Mundy, a shareholder of Mundy Ranch Inc., for
the appointment of a Chapter 11 trustee or examiner to replace
management of Mundy Ranch.

As reported Troubled Company Reporter on Feb. 11, 2013, Robert
Mundy is the son of James Mundy, the president and person-in-
control of the Debtor.  The entire beneficial interest of the
Debtor is owned by James Mundy, sons Robert and Mark Mundy, or by
children of Mark Mundy.

"Cause exists to appoint a trustee or examiner because the
Debtor's operating reports show that the debtor is being managed
in a fraudulent or incompetent manner by the existing management
team," Robert Mundy has argued, citing various improper acts by
the present managers of the Debtor.

The Debtor is being managed by James Mundy, and by its vice
president, David Metler.  James Mundy is the largest individual
shareholder of the Debtor, owning directly or through family
limited partnerships or trusts approximately 40% of the equity
security interests in the debtor.  Mr. Metler has been designated
by the Debtor as its official representative in the bankruptcy
proceedings.

Robert Mundy points out that the Debtor is not allowed to incur
new post-petition debt, or obtain credit, without Court approval.
However, he tells the Court that the operating reports filed by
the Debtor show that as of Nov. 30, 2012, the Debtor had incurred
post-petition debt in the form of unpaid accounts payable in the
total amount of $29,960.

Robert Mundy also notes the Debtor has engaged a professional
accounting firm and paid significant accounting fees, and that
firm is owned by Mr. Metler.

Mr. Mundy adds the Debtor has engaged or become indebted to a law
firm for postpetition services without seeking or obtaining
approval of such employment.  He says that based on the operating
reports, the Debtor paid unauthorized fees owed to Comeau,
Maldegen, Templeman Indall, LLP in the total amount of $5,100.  He
further points out that the Debtor obtained unauthorized
postpetition loans from a third party to fund its operations.  He
claims the lender is an insider, James Mundy, who provided $32,450
in postpetition loans.

                         About Mundy Ranch

Mundy Ranch Inc. -- http://www.mundyranch.com/-- is a family-
owned corporation organized under the laws of the State of New
Mexico with its principal place of business in Rio Arriba County,
New Mexico.  Mundy Ranch sells undeveloped parcels of real
property in northern New Mexico which together occupy
approximately 6,000 acres of land.  The majority of the land
consists of an undivided 5,500 acre parcel, which is also called
Mundy Ranch.  Mundy Ranch scheduled the Mundy Ranch Parcel as
having a value of $17,000,000, with secured claims against the
Mundy Ranch Parcel in the amount of $2,095,000.  Mundy Ranch
generates substantially all of its revenue from developing and
selling parcels of land.  It generates a small amount of revenue
by selling Christmas trees.

Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M.
Case No. 12-13015) in Albuquerque, New Mexico.  The Law Office of
George Dave Giddens, PC, in Albuquerque, serves as counsel to the
Debtor.  The Debtor estimated assets of $10 million to $50 million
and debts of up to $10 million.


NETWORK CN: Incurs $1.2-Mil. Net Loss in 2012
---------------------------------------------
Network CN Inc. filed on May 10, 2013, its annual report on Form
10-K for the year ended Dec. 31, 2012.

Union Power Hong Kong CPA Limited, in Hong Kong SAR, expressed
substantial doubt about Network CN's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses of $1.2 million, $2.1 million and
$2.6 million for the years ended Dec. 31, 2012, 2011, and 2010.
respectively.

"Additionally, the Company used net cash in operating activities
of $582,753, $388,278 and $1.6 million for the years ended
Dec. 31, 2012, 2011, and 2010, respectively.  As of Dec. 31, 2012,
and 2011, the Company recorded stockholders' deficit of
$4.0 million and $5.1 million, respectively."

The Company reported a net loss of $1.2 million on $1.8 million of
revenues in 2012, compared with a net loss of $2.1 million on
$1.8 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.7 million
in total assets, $5.8 million in total liabilities, and a
stockholders' deficit of $4.0 million.

A copy of the Form 10-K is available at http://is.gd/wxaK28

Causeway Bay, Hong Kong-based Network CN Inc. provides out-of-home
advertising in China, primarily serving the needs of branded
corporate customers.


NEW SPIRIT OF PRAYER: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: New Spirit of Prayer Ministries, Inc.
        4232 Wichita Street
        Fort Worth, TX 76119

Bankruptcy Case No.: 13-42233

Chapter 11 Petition Date: May 7, 2013

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: John E. Leslie, Esq.
                  JOHN LESLIE, PLLC
                  1216 Florida, Suite 140
                  Arlington, TX 76015
                  Tel: (817) 505-1291
                  Fax: (817) 505-1292
                  E-mail: arlingtonlaw@aol.com

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

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

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

The petition was signed by Kenneth Williams, president and pastor.


NICOLETTI OIL: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Nicoletti Oil, Inc.
        2801 Blossom Street
        P.O. Box 548
        Dos Palos, CA 93620-0000

Bankruptcy Case No.: 13-13284

Chapter 11 Petition Date: May 7, 2013

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

Judge: Fredrick E. Clement

Debtor's Counsel: David B. Golubchik, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL, LLP
                  10250 Constellation Boulevard, #1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234

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

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

A copy of the Company's list of its 11 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/caeb13-13284.pdf

The petition was signed by John Nicoletti, authorized board
member.


NEWLAND INT'L: UST Seeks Transparency on Trump Deal
---------------------------------------------------
Jacqueline Palank writing for Dow Jones' DBR Small Cap reports
a federal bankruptcy watchdog is fighting a bid to shield the
terms by which developer Newland International Properties Corp.
licenses the Trump name for a luxury resort and condominium in
Panama City.


NYTEX ENERGY: Incurs $669,500 Net Loss in First Quarter
-------------------------------------------------------
NYTEX Energy Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $669,560 on $449,573 of total revenues for the three
months ended March 31, 2013, as compared with a net loss of
$6.56 million on $962,540 of total revenues for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed
$9.23 million in total assets, $1.88 million in total liabilities,
$5.76 million in mezzanine equity and $1.57 million in total
stockholders' equity.

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

                        http://is.gd/Zq7QdE

                         About NYTEX Energy

Located in Dallas, Texas, Nytex Energy Holdings, Inc., is an
energy holding company with operations centralized in two
subsidiaries, Francis Drilling Fluids, Ltd. ("FDF") and NYTEX
Petroleum, Inc. ("NYTEX Petroleum").  FDF is a 35 year old full-
service provider of drilling, completion and specialized fluids
and specialty additives; technical and environmental support
services; industrial cleaning services; equipment rentals; and
transportation, handling and storage of fluids and dry products
for the oil and gas industry.  NYTEX Petroleum, Inc., is an
exploration and production company focusing on early stage
development of minor oil and gas resource plays within the United
States.

NYTEX Energy disclosed a net loss of $5.15 million in 31, 2012, as
compared with net income of $16.75 million in 2011.


OAK ROCK: Files for Chapter 11 After Defrauding Lenders
-------------------------------------------------------
Oak Rock Financial LLC, an asset-based lender, put itself into
Chapter 11 on May 6 in U.S. Bankruptcy Court in Central Islip, New
York (Bankr. E.D.N.Y. Case No. 13-72251).

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to the three Israeli banks that started the
ball rolling with an involuntary Chapter 7 petition on April 29,
Bohemia, New York-based Oak Rock is a "massive fraud" that
represented having $2.5 million of additional borrowing power from
its bank lenders when in reality the loans were overdrawn by $47
million.

The report relates that the allegations of fraud were corroborated
by Oak Rock's newly appointed Chief Restructuring Officer Clifford
Zucker, from CohnReznick LLP.  Mr. Zucker described the discovery
of "misconduct" by company President John Murphy, saying he
misstated collateral standing behind $90 million in secured bank
loans.

Mr. Murphy resigned.  In a court filing, the banks said Mr.
Murphy, a substantial owner and "key man" for 12 years, "is now
nowhere to be found."  He is the target of an FBI investigation,
according to the banks.

Oak Rock provided revolving lines of credit to dealers in consumer
goods who used advances to finance purchases by the dealers' own
customers.  In addition to the bank loan, Oak Rock financed the
business by selling $62.8 million in participations in the loans
it made to customers, according to a court filing by Mr. Zucker.

Oak Rock responded to the involuntary petition by putting itself
into Chapter 11 on May 6.  The banks filing the involuntary
bankruptcy petition were Israel Discount Bank, Bank Leumi USA
and Bank Hapoalim BM.

The company disclosed assets of $131.1 million and debt totaling
$99.9 million in the Chapter 11 papers.


OHR HATORAH: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ohr Hatorah, Inc.
        P.O. Box 25277
        Dallas, TX 75225

Bankruptcy Case No.: 13-32437

Chapter 11 Petition Date: May 7, 2013

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Scheduled Assets: $3,226,544

Scheduled Liabilities: $6,723,145

A copy of the Company's list of its 10 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/txnb13-32437.pdf

The petition was signed by Michael Geller, president.


ORCHARD SUPPLY: Fails to Comply with NASDAQ's Equity Requirement
----------------------------------------------------------------
Orchard Supply Hardware Stores Corporation received written notice
from the NASDAQ Stock Market indicating that the Company is no
longer in compliance with the minimum stockholders' equity
requirement for continued listing on the NASDAQ Capital Market.
NASDAQ Capital Market Listing Rule 5550(b)(1) requires registrants
to maintain a minimum of $2,500,000 in stockholders equity unless
the registrant has met one of the alternative standards of market
value of listed securities or net income from continuing
operations.

In the Company's Form 10-K for the period ended Feb. 2, 2013, the
Company reported a stockholders' deficit of $30.6 million as a
result of a net loss of $33.6 million in the fourth quarter of
2012.  The Company's net loss included $39.3 million of non-cash
charges comprised of $35.8 million for impairment of trade names,
$2.5 million for impairment of store assets and $1 million for a
non-cash loss recorded for accounting purposes in relation to sale
leaseback transactions from the fourth quarter of fiscal 2011.  As
such, the Company is currently not in compliance with the Listing
Rule due to its shortfall in stockholders' equity.  The Notice has
no immediate effect on the listing of the Company's common stock.

In the Notice, NASDAQ requested the Company to provide its plan to
regain compliance with the continued listing requirements before
June 24, 2013.  If NASDAQ accepts the plan, it can grant the
Company an additional 180 days from the date of the Notice for the
Company to evidence compliance with the Listing Rule.  If NASDAQ
does not accept the plan, the Company will have the opportunity to
appeal any delisting decision to a NASDAQ Listings Qualifications
Panel.  The Company is currently evaluating various alternative
courses of action to regain compliance.

                       About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

As reported by the Troubled Company Reporter on March 8, 2013,
Orchard Supply on Feb. 11, 2013, expanded its existing Senior
Secured Credit Facility with Wells Fargo Capital Finance and Bank
of America, N.A., increasing total borrowing capacity to $145
million through the addition of a $17.5 million last-in-last-out
supplemental term loan tranche.  On Feb. 14, the Company obtained
a waiver from current Term Loan lenders related to compliance with
the leverage ratio covenant for the fiscal quarter ended Feb. 2,
2013, and the fiscal quarter ending May 4, 2013, which means that
the next applicable measurement date for the leverage covenant is
Aug. 3, 2013, subject to the Company's continued compliance with
the terms and conditions set forth in the waiver.  The Company
continues to work with Moelis & Co. toward the refinancing or
modification of its Senior Secured Term Loan.  The Company also
continues to explore several actions designed to restructure its
balance sheet for a sustainable capital structure, including
seeking new long term debt or equity.

The Wall Street Journal has reported that Orchard Supply also has
hired restructuring lawyers at DLA Piper and financial adviser FTI
Consulting, while people familiar with the matter said some
lenders involved in restructuring talks have engaged Zolfo Cooper
LLC and Dechert LLP.  WSJ relates people familiar with the talks
said Orchard Supply and its lenders are discussing an out-of-court
restructuring or a so-called prepackaged bankruptcy filing.

Orchard Supply disclosed a net loss of $118.37 million for the
fiscal year ended Feb. 2, 2013, as compared with a net loss of
$14.45 million for the fiscal year ended Jan. 28, 2012.  The
Company's balance sheet at Feb. 2, 2013, showed $407.41 million in
total assets, $438.02 million in total liabilities and a $30.61
million total stockholders' deficit.

                         Bankruptcy Warning

"[W]hile we anticipate continued compliance with the terms and
conditions of the waiver while we address the terms of our
restructuring, failure to comply with the terms and conditions of
the waiver could cause the effectiveness of the waiver to
terminate.  In the event the waiver terminates, there would be a
default under the Senior Secured Term Loan and, as a result, the
lenders under the Senior Secured Term Loan could declare the
outstanding indebtedness to be due and payable, in acceleration of
the current maturity dates of December 21, 2013 and December 21,
2015.  As a result of the cross-default provisions in our debt
agreements, a default under the Senior Secured Term Loan could
result in a default under, and the acceleration of, payments in
the Senior Secured Credit Facility.  If payments under our credit
facilities were to be accelerated, we anticipate that we would
seek protection under the Bankruptcy Code," according to the
Company's annual report for the period ended Dec. 31, 2012.

                           *     *     *

As reported by the Troubled Company Reporter on Dec. 13, 2012,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Orchard Supply to 'CCC' from 'B-'.  The outlook is
negative.

"We are also lowering our rating on the company's term loan to
'CCC' from 'B-' in conjunction with the downgrade.  The recovery
rating remains '4' recovery rating, indicating our expectation for
average (30% to 50%) recovery in the event of a payment default,"
S&P said.

"The ratings on Orchard Supply reflects Standard & Poor's Ratings
Services' assessment of its financial risk profile as 'highly
leveraged,' which incorporates near-term potential for
noncompliance with financial covenants and significant debt
refinancing risks.  Our view of its business risk profile as
'vulnerable' considers the company's small size relative to the
highly competitive home improvement segment of the retail industry
and its exposure to housing market conditions in California," S&P
said.


ORMET CORP: Cancels Auction, Proceeds with Sale to Wayzata
----------------------------------------------------------
Yogita Patel writing for Dow Jones' DBR Small Cap reports aluminum
producer Ormet Corp. plans to move forward with the sale of its
assets to Wayzata Investment Partners LLC after no other bidders
emerged to challenge the private equity firm's offer, valued at
$221 million.

                       About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Attorneys at Dinsmore & Shohl LLP and Morris, Nichols, Arsht &
Tunnell LLP serve as counsel to the Debtors.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.


OSAGE EXPLORATION: Incurs $73,000 Net Loss in First Quarter
-----------------------------------------------------------
Osage Exploration and Development, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $73,425 on $2.42 million of total
operating revenues for the three months ended March 31, 2013, as
compared with net income of $456,026 on $1.35 million of total
operating revenues for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $20.74
million in total assets, $12.53 million in total liabilities and
$8.20 million in total stockholders' equity.

"The Company's operating plans require additional funds which may
take the form of debt or equity financings.  The Company's ability
to continue as a going concern is in substantial doubt and is
dependent upon achieving profitable operations and obtaining
additional financing.  There is no assurance additional funds will
be available on acceptable terms or at all."

GKM, LLP, in Encino, California, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2011 financial results.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit as of Dec 31, 2011.

                        Bankruptcy Warning

"The Company's operating plans require additional funds which may
take the form of debt or equity financings.  The Company's ability
to continue as a going concern is in substantial doubt and is
dependent upon achieving profitable operations and obtaining
additional financing.  There is no assurance additional funds will
be available on acceptable terms or at all.  In the event we are
unable to continue as a going concern, we may elect or be required
to seek protection from our creditors by filing a voluntary
petition in bankruptcy or may be subject to an involuntary
petition in bankruptcy.  To date, management has not considered
this alternative, nor does management view it as a likely
occurrence."

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

                       http://is.gd/kHkrtG

                      About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.


OVERSEAS SHIPHOLDING: Delays Form 10-Q for First Quarter
--------------------------------------------------------
Overseas Shipholding Group, Inc., notified the U.S. Securities and
Exchange Commission it will be delayed in the filing of its
quarterly report for the period ended March 31, 2013.

The Audit Committee of the Board of Directors of Overseas
Shipholding, on the recommendation of management, has concluded
that the Company's previously issued financial statements for at
least the three years ended Dec. 31, 2011, and associated interim
periods, and for the fiscal quarters ended March 31 and June 30,
2012, should no longer be relied upon.  The Company is continuing
its review processes, including determining whether a restatement
of those financial statements may be required, and the nature and
amount of any potential restatement.  The time frame for
completing this review is not currently known.  However, it is
anticipated to be beyond the May 17, 2013, permitted extension of
the prescribed due date for the Form 10-Q.

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PALATIN TECHNOLOGIES: Incurs $4-Mil. Loss in Fiscal Third Quarter
-----------------------------------------------------------------
Palatin Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $4.0 million on $nil revenues
for the three months ended March 31, 2013, compared with a net
loss of $6.0 million on $23,996 of revenues for the prior fiscal
period.

For the nine months ended March 31, 2013, the Company had a net
loss of $16.1 million on $10,361 of revenues as compared to a net
loss of $12.0 million on $62,705 of revenues for the nine months
ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed
$30.4 million in total assets, $2.8 million in total liabilities,
and stockholders' equity of $27.6 million.

"The Company has incurred negative cash flows from operations
since its inception, and has expended, and expects to continue to
expend in the future, substantial funds to complete its planned
product development efforts.  As shown in the accompanying
consolidated financial statements, the Company has an accumulated
deficit as of March 31, 2013, and incurred a net loss for the
three and nine months ended March 31, 2013.  The Company
anticipates incurring additional losses in the future as a result
of spending on its development programs.  To achieve
profitability, the Company, alone or with others, must
successfully develop and commercialize its technologies and
proposed products, conduct successful preclinical studies and
clinical trials, obtain required regulatory approvals and
successfully manufacture and market such technologies and proposed
products.  The time required to reach profitability is highly
uncertain, and there can be no assurance that the Company will be
able to achieve profitability on a sustained basis, if at all."

A copy of the Form 10-Q is available at http://is.gd/C5xiZ5

Cranbury, New Jersey-based Palatin Technologies, Inc., is a
biopharmaceutical company developing targeted, receptor-specific
peptide therapeutics for the treatment of diseases with
significant unmet medical need and commercial potential.  Its
programs are based on molecules that modulate the activity of the
melanocortin and natriuretic peptide receptor systems.  Its
primary product in clinical development is bremelanotide for the
treatment of female sexual dysfunction (FSD).  In addition, it has
drug candidates or development programs for obesity, erectile
dysfunction, pulmonary diseases, cardiovascular diseases,
dermatologic diseases and inflammatory diseases.


PATRIOT COAL: Judge Declines to Name Ch. 11 Trustee
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge overseeing Patriot Coal Corp.
said she "cannot fathom" how the coal producer could be split into
"two pools of debtors."  Saying the company has been "honestly,
competently and efficiently managed," she denied a request by
Aurelius Capital Management LP and Knighthead Capital Management
LLC for appointment of a Chapter 11 trustee.

The report relates that in addition to denying the trustee motion
on May 10, U.S. Bankruptcy Judge Kathy A. Surratt-States in St.
Louis refused to permit appointment of an official committee
representing shareholders.  She said there is "no substantial
likelihood" shareholders will receive a distribution under a
bankruptcy reorganization plan.

The report recounts that Aurelius and Knighthead sought
appointment of a Chapter 11 trustee, arguing that Patriot is
heading toward a reorganization where non-union mines would be
become liable for debt at union mines.  The argument found no
traction with the judge.  She said the union and non-union shops
are "inextricably intertwined," with non-union mines being
dependent on union operations.  All the mines share administrative
operations, she said.

Finding no evidence of required fraud or mismanagement, the judge
denied the motion for a trustee in a five-page opinion.  Similarly
denying a motion for an official equity committee, the judge found
that stockholders already are adequately represented by the
Patriot board which still has fiduciary duties to shareholders.
In addition, the creditors' committee has a duty to maximize the
value of the bankrupt estate, which will "trickle down" to
shareholders.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Rabbi Pleads for Workers' Healthcare
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge overseeing Patriot Coal Corp.
became the target of a letter-writing campaign by retired miners
when the coal producer began modifying union contracts and
reducing health benefits for retirees.

According to the report, where letters often graphically describe
retirees' medical maladies and the need for health insurance, a
Philadelphia rabbi recommended that U.S. Bankruptcy Judge Kathy A.
Surratt-States in St. Louis, Missouri, ponder moral and ethical
considerations before allowing the company to renege on a promise
to provide lifetime health care.

Rabbi Avi Winokur from Society Hill Synagogue in Philadelphia said
in his May 7 letter that reducing retirees' health benefits
elevates "the letter of the law so far above the spirit of the law
as to impugn the dignity of our great legal system."  Rabbi
Winokur quoted former Israeli Supreme Court Justice Haim M.
Cohen as saying, "Every system of justice bears within itself
the germ of its own perversion."  He said the "issue is not
what legal/equitable pigeon hole we can creatively manipulate in
favor of the miners."  He said "it's about doing justice."

According to the report, Rabbi Winokur, a practicing lawyer for
eight years before joining the rabbinate, said in an interview
that "no legal decision should lead to patently immoral, unethical
and cruel results."

Patriot Chief Executive Officer Ben Hatfield responded to the
rabbi's letter by pointing out that the company doesn't propose
ending retiree health benefits.  Rather, the company seeks to
reduce the cost of coverage to "a level that Patriot can afford,"
he said in an e-mailed statement.  Mr. Hatfield said that events
leading to bankruptcy included "unsustainable legacy obligations"
that must be changed so Patriot can save 4,000 jobs.

After a week's trial, Patriot and the union are awaiting the
judge's ruling on whether the company can modify union contracts
and retiree health benefits.  To finance a lower level of health
benefits for retired miners, Patriot is offering 35 percent of the
reorganized company's equity plus royalties on every ton of coal
mined.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PENSON WORLDWIDE: Seeks Extension of Exclusive Plan Filing Period
-----------------------------------------------------------------
Penson Worldwide, Inc. and its affiliated debtors seek entry of an
order extending the period within which only they may file a
Chapter 11 plan, and solicit of acceptances of that Plan, by 60
days.

On March 26, 2013, the Court held a hearing to consider approval
of Penson's Disclosure Statement explaining its Third Amended
Joint Liquidation Plan.  At the conclusion of the Disclosure
Statement Hearing, subject to the representations made on the
record by counsel to the Debtors, the Court indicated it would
enter the Disclosure Statement Order.

To date, the Debtors have not submitted the proposed Disclosure
Statement Order for approval by the Court because they have been
involved in extensive negotiations regarding the Plan with the
Official Committee of Unsecured Creditors, creditors asserting
significant claims in the Chapter 11 Cases, the Senior Noteholders
Committee, and the Convertible Noteholders Committee, in an effort
to propose a fully consensual plan.

The Debtors' Plan Filing Period and Solicitation Period were due
to expire on May 13, 2013, and July 10, 2013, respectively.

The Debtors, therefore, ask the Court to extend the Plan Period
and Solicitation Period through and including July 12, 2013, and
September 9, 2013, respectively, without prejudice to their right
to seek further extensions of the Exclusive Periods, as may be
appropriate under the circumstances.

In separate orders, the Court extended the Debtors' time to file
notices of removal of claims and causes of action related to their
Chapter 11 proceedings, through and including August 9, 2013.

The deadline for the Debtors to assume or reject unexpired leases
of nonresidential real property, has also been extended through
and including August 9, 2013.

                      About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: Wants Sec. 345 Guidelines Waived Until June 12
----------------------------------------------------------------
Penson Worldwide, Inc. and its affiliated debtors ask the court
to enter an order waiving the requirements of Section 345(b) of
the Bankruptcy Code on a further interim basis with respect to
their bank accounts and deposit practices through and including
June 12, 2013.

On May 7, 2013, the Court approved the Debtors' second request for
an order further extending the interim waiver of the 345
Requirements through and including May 13, 2013.

Penson and its affiliates explained that at this time, they have
closed all of their accounts with BBVA Compass.  They have also
requested the closure of their FSA account and payroll account at
BMO Harris, and the FSA account was closed as of April 26, 2013.
However, the Debtors have two accounts with BMO Harris that they
are not yet able to close -- the operating account and TPA
account.  The Remaining BMO Accounts primarily remain open in
order to complete the wind-down of the Debtors' self-insured
health care obligations under COBRA, which have been terminated as
of April 30, 2013.

The Debtors assert that it is necessary to maintain the TPA
account with BMO because the TPA has the ability to process and
issue payments to the insured persons through checks drawn on
their bank account.  As a result, the Debtors said, they need to
maintain the Remaining BMO Accounts to fund the run-out of their
final COBRA payments for claims through the termination date of
the COBRA program.

The Remaining BMO Accounts hold $288,382.20 in the aggregate.

                      About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: Walks Away from NYSE Deal; To Reject More Deals
-----------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware has authorized Penson Worldwide, Inc. and its
affiliated debtors to reject a market data devices and services
contract between Penson Financial Services, Inc. and NYSE Market,
Inc., nunc pro tunc to April 16, 2013.

Judge Walsh also granted the Debtors' motion to reject 21
executory contracts, nunc pro tunc to April 4, 2013.

Meanwhile, the Debtors, in separate papers filed in Court, seek:

  * Court authority to reject 1 contract with LexisNexis, 2
    contracts with Quote Media, and 1 contract with The Irvine
    Company LLC, nunc pro tunc to April 30, 2013; and

  * disallowance, in full or in part, of:

    -- 28 No Liability Claims
    -- 4 Reduced Amount Claims

The Debtors contend that following the Nexa Sale, the contracts
with Lexis Nexis, Quote Media, and The Irvine Company, no longer
serve any business purpose. Furthermore, the Contracts are not a
source of potential value for the estates or creditors, as the
Debtors believe that any continued expense in maintaining the
Contracts and attempting to market the Contracts would likely
outweigh any consideration to be received from assignees of the
Contracts.  These continuing expenses would unnecessarily deplete
assets of the Debtors' estates to the detriment of other
creditors.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: Reimbursement of Exec. Defense Costs Gets Ct. OK
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware permitted
Christopher K. Hehmeyer, the former Chief Executive Officer of
Penson GHCO n/k/a Penson Futures, to seek reimbursement and
advancement of defense costs from the Debtors' directors and
officers liability insurance providers.

The Court said the automatic stay is modified to the extent
necessary to permit Mr. Hehmeyer to seek payment from the D&O
insurance for the reimbursement and advancement of defense costs
incurred prior to the Petition Date in connection with the Alaron
Action.

The Defense costs will not exceed a budget of $50,000, the Court
said.

In a separate and unrelated matter, Judge Peter J. Walsh denied
without prejudice, the motion of Grace Financial Group LLC for
relief from the automatic stay.

Prior to the Court's ruling, the Debtors argued that Grace
Financial has not established, and cannot establish, that there is
cause to modify the automatic stay in the nascent stages of the
Chapter 11 proceedings to grant relief from the Automatic stay to
allow the FINRA Arbitration Proceeding to move forward.

The Official Committee of Unsecured Creditors joined the objection
saying that the lift stay motion should be denied at this time
because the Debtors' focus should remain on negotiating a
consensual plan of liquidation among its primary creditor
constituencies, and the Debtors should not be required to devote
at this critical stage in the Chapter 11 process its limited
resources to defending the FINRA Arbitration proceedings.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PEREGRINE FIN'L: Trustee Considers Pursuing Banks Over Collapse
---------------------------------------------------------------
Jacob Bunge, writing for Daily Bankruptcy Review, reports that the
trustee liquidating Peregrine Financial Group Inc. is weighing
whether to sue two banks that handled accounts for the defunct
brokerage firm.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PHOENIX THREE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Phoenix Three Corp.
        4460 Flat Shoals Road
        Union City, GA 30291

Bankruptcy Case No.: 13-60004

Chapter 11 Petition Date: May 7, 2013

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

Debtor's Counsel: Marilyn S. Bright, Esq.
                  P.O. Box 845
                  Atlanta, GA 30301
                  Tel: (404) 523-3776
                  E-mail: sandyscamp@37.com

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

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

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

The petition was signed by Robert Young, president and CEO.


PHILLIP NMN GOODE: Truesdell Wins $58K Judgment
-----------------------------------------------
Bankruptcy Judge Arthur B. Federman entered judgment in favor of
Truesdell Corporation of Wisconsin, and against Phillip Goode, in
the amount of $58,232, with the judgment being nondischargeable
under 11 U.S.C. Sec. 523(a)(2)(A).  However, execution on the
Judgment is stayed so long as the Debtor makes payments to
Truesdell when and in the amounts provided in the Order Confirming
Chapter 11 Plan as Modified in Case No. 12-40048.  Truesdell
waives the remainder of its claim against Phillip Goode.  Each
party will bear its own costs.

The case is, Truesdell Corporation of Wisconsin Plaintiff(s), v.
Phillip NMN Goode Defendant(s), Adv. Proc. Case No. 12-04153
(Bankr. W.D. Mo.).  A copy of the Court's May 13, 2013 Judgment is
available at http://is.gd/TOelJ4from Leagle.com.

Kansas City, Missouri-based Phillip NMN Goode -- dba Emerald
House, Inc., Good To Go Markets, Inc., and Good To Go Management,
Inc. -- filed for Chapter 11 bankruptcy (Bankr. W.D. Mo. Case No.
08-40981) on March 19, 2008.  Judge Arthur B. Federman presides
over the case.  Joanne B. Stutz, Esq. -- jbs@evans-mullinix.com --
at Evans & Mullinix, P.A., serves as Chapter 11 counsel.  The
Debtor scheduled total assets of $3,871,276 and total debts of
$3,147,401.


PLY GEM HOLDINGS: Amends 18.1 Million Shares Prospectus
-------------------------------------------------------
Ply Gem Holdings, Inc., has amended its Form S-1 registration
statement with the U.S. Securities and Exchange Commission on
May 13, 2013.

Prior to this offering, there has been no public market for the
Company's common stock.  The initial public offering price of the
common stock is expected to be between $18.00 and $20.00 per
share.  The Company's common stock has been approved for listing
on the New York Stock Exchange under the symbol "PGEM."

The Company is selling 15,789,474 shares of common stock.  The
Company has also granted the underwriters an option to purchase a
maximum of 2,368,421 additional shares of common stock to cover
over-allotments.

The Company amends the Registration Statement to delay its
effective date until the Company will file a further amendment
which specifically states that the Registration Statement will
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until this Registration
Statement will become effective on that date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may
determine.

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

                       http://is.gd/Z7Huev

                         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.  The Company's
balance sheet at Dec. 31, 2012, showed $881.85 million in total
assets, $1.19 billion in total liabilities and $314.94 million
total stockholders' deficit.

                           *     *     *

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.


POINT CENTER: Committee Taps Marshack Hays as General Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Point Center Financial, Inc., asks the U.S. Bankruptcy
Court for the Central District of California for permission to
retain Marshack Hays LLP as its general counsel.

The firm will render services to the Committee at these regular
hourly rates:

         Richard A. Marshack            $540
         D. Edward Hays                 $475
         David M. Goodrich              $390
         Cynthia A. Connors             $395
         Kristine A. Thagard            $380
         Judith E. Marshack             $325
         Martina A. Slocomb             $325
         Sarah C. Boone                 $325
         Chad V. Haes                   $295
         Pamela Kraus                   $210
         Layla Bergini                  $175
         Chanel Mendoza                 $175
         Cynthia Bastida                $150

To the best of the Committee's knowledge, the firm neither holds
nor represents any interest materially adverse to the interest of
the estate or of any class of creditors or equity security
holders.

                        About Point Center

Point Center Financial, Inc., a hard money lender, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa
Ana, California, on Feb. 19, 2013.  The Debtor disclosed
$109,257,545 in assets and $54,566,116 in liabilities as of the
Chapter 11 filing.

The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.

From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing.  There were a total of only four foreclosed properties
("REOs") as of 2006.  In comparison, between 2007 and 2012, there
were 60 foreclosure sales.

The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.

The Official Committee of Unsecured Creditors is represented by
Marshack Hays LLP.


POINT CENTER: Fox John Approved as Special Appellate Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Point Center Financial, Inc., to employ Michael H.
Wexler, a member at Fox Johns Lazar Pekin and Wexler, APC, as
special appellate counsel.

As reported in the Troubled Company Reporter on April 4, 2013,
the Debtor requires the services of the firm in connection with
the Debtor's appeal pending in the Court of Appeal State of
California, Fourth Appellate District Division One, Court of
Appeal No. D061665, where Debtor is the appellant and Brewer
Corporation et al., are collectively the appellees.  The Appeal
stems from a judgment in favor of Brewer and against Debtor
for approximately $2.7 million in an action in the San Diego
Superior Court.  A related case was also the tried in the
Bankruptcy Court for the Southern District where the Firm
represented the Debtor.

The firm will not be paid by the Debtor but from 6th and Upas,
LLC, which is an entity that makes up the investors for the
subject loan.  Mr. Wexler will be paid $325 per hour for his
services.  Gordon Huckins, who has been and will continue to be
Mr. Wexler's primary assistant in connection with this matter,
will be paid $250 per hour.

Mr. Wexler attested to the Court that the Firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Point Center

Point Center Financial, Inc., a hard money lender, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa
Ana, California, on Feb. 19, 2013.  The Debtor disclosed
$109,257,545 in assets and $54,566,116 in liabilities as of the
Chapter 11 filing.

The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.

From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing.  There were a total of only four foreclosed properties
("REOs") as of 2006.  In comparison, between 2007 and 2012, there
were 60 foreclosure sales.

The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.

The Official Committee of Unsecured Creditors is represented by
Marshack Hays LLP.


POINT CENTER: Goe & Forsythe Approved as General Bankr. Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Point Center Financial, Inc., to employ Goe & Forsythe,
LLP, as general bankruptcy counsel.

As reported in the Troubled Company Reporter on April 4, 2013, the
firm will, among other things, advise the Debtor regarding matters
of bankruptcy law, including the rights and remedies of the Debtor
in regards to its assets and with respect to the claims of
creditors, at these hourly rates:

      Robert P. Goe             $395
      Marc C. Forsythe          $395
      Elizabeth A. LaRocque     $325
      Johnathan D. Alvanos      $250
      Sheila Blackerby          $140
      Kerry A. Murphy           $140

The firm has agreed to accept $26,500 as an initial retainer, that
was paid to the Firm by National Financial Lending, Inc.  The Firm
requests payment of its fees and costs on a monthly basis once its
retainer is exhausted.

Robert P. Goe, Esq., a member at the Firm, attested to the Court
that the Firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                        About Point Center

Point Center Financial, Inc., a hard money lender, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa
Ana, California, on Feb. 19, 2013.  The Debtor disclosed
$109,257,545 in assets and $54,566,116 in liabilities as of the
Chapter 11 filing.

The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.

From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing.  There were a total of only four foreclosed properties
("REOs") as of 2006.  In comparison, between 2007 and 2012, there
were 60 foreclosure sales.

The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.

The Official Committee of Unsecured Creditors is represented by
Marshack Hays LLP.


POINT CENTER: Has Until Dec. 1 to Propose Chapter 11 Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended Point Center Financial, Inc.'s exclusive periods to
propose a Chapter 11 plan and disclosure statement until Dec. 1,
2013.

Point Center Financial, Inc., a hard money lender, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa
Ana, California, on Feb. 19, 2013.  The Debtor disclosed
$109,257,545 in assets and $54,566,116 in liabilities as of the
Chapter 11 filing.

The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.

From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing.  There were a total of only four foreclosed properties
("REOs") as of 2006.  In comparison, between 2007 and 2012, there
were 60 foreclosure sales.

The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.

The Official Committee of Unsecured Creditors is represented by
Marshack Hays LLP.


PRE-PAID LEGAL: Moody's Rates 1st Lien Debt Ba3, 2nd Lien Debt B3
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
of Pre-Paid Legal Services, Inc. and assigned Ba3 ratings to the
company's proposed first lien senior secured bank credit facility,
consisting of a $30 million revolving credit facility due 2018 and
a $375 million term loan due 2020.

In addition, Moody's assigned a B3 rating to the company's
proposed $110 million second lien term loan due 2021. Moody's also
affirmed the B1-PD probability of default rating of Pre-Paid
Legal. The ratings outlook remains stable.

Pre-Paid Legal will primarily use proceeds from the proposed bank
debt to refinance the existing term loans and mandatorily
redeemable preferred stock. The financing is expected to close in
May 2013. The ratings are subject to review of final
documentation.

The following summarizes the rating activity:

Ratings affirmed:

Corporate family rating at B1

Probability of default rating at B1-PD

Ratings assigned:

Proposed $30 million first lien senior secured revolving credit
facility due 2018 at Ba3 (LGD3, 38%)

Proposed $375 million first lien senior secured term loan due 2020
at Ba3 (LGD3, 38%)

Proposed $110 million second lien senior secured term loan due
2021 at B3 (LGD6, 90%)

Ratings to be withdrawn at transaction closing:

$30 million senior secured first-out revolver due 2016 at Ba2
(LGD2, 28%)

$180 million senior secured first-out term loan due 2016 at Ba2
(LGD2, 28%)

$225 million senior secured last-out term loan due 2016 at B3
(LGD5, 83%)

Ratings Rationale:

The B1 Corporate Family Rating reflects Moody's expectation of
modest declines in revenues and earnings over the next few
quarters given the declines in member base over the last few
years. Moody's expects gradual sequential improvements in the
membership base over coming periods, largely owing to reductions
in cancelled memberships. By fiscal 2014, Moody's expects modest
growth in memberships, revenues and earnings. Ratings also reflect
potential legal and regulatory risks associated with the
multilevel marketing business model and a moderately small revenue
base of approximately $408 million. The ratings are supported by a
predictable revenue stream from a large member base, moderate
leverage, steady free cash flow and stable financial performance
during the recent economic downturn.

The stable outlook reflects Moody's expectation of modest declines
in revenues and earnings over the next few quarters, but for
growth in memberships, revenues and earnings for fiscal 2014.

The ratings could be downgraded if revenue and memberships
materially decline or financial strength metrics materially weaken
from current levels. Profitability levels and cash flow tend to
increase in periods of lower new membership sales because a
significant percentage of anticipated first year membership fees
are advanced to associates as commissions and these commission
advances are charged to expense in the first month of membership.
Therefore a material erosion of the member base -- despite an
improvement in financial strength metrics -- could pressure the
ratings. Moody's considers the size of the member base an
important determinant of the health of the business. Legal or
regulatory developments that have a material adverse effect on the
company's business model or financial position could also pressure
the ratings. The ratings could also be downgraded if the company's
adopts a more aggressive financial policy in the form of material
dividend payouts that materially increase financial leverage.

The ratings could be upgraded if (i) revenue and memberships grow
solidly over a period of 2 to 3 years; (ii) financial strength
metrics materially improve; and (iii) legal and regulatory risks
remain manageable in Moody's assessment. Specifically, if Moody's
comes to expect debt to EBITDA and free cash flow to debt to be
sustained at less than 3 times and over 12%, respectively, an
upgrade is possible.

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

Pre-Paid Legal, headquartered in Ada, Oklahoma, designs,
underwrites and markets legal expense plans to families and small
businesses in the United States and Canada. The company sells the
majority of its membership plans through a multi-level marketing
program through a base of over 306,000 sales associates. The
company also markets identity theft protection and restoration
services. Kroll Advisory Solutions is the exclusive provider of
these identity theft protection and restoration services. Reported
revenues for twelve months ended December 31, 2012 were
approximately $408 million. The company is privately owned by
affiliates of MidOcean Partners (MidOcean), a private equity firm.


PRESSURE BIOSCIENCES: Incurs $4.4 Million Net Loss in 2012
----------------------------------------------------------
Pressure Biosciences, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss applicable to common shareholders of $4.40 million on
$1.23 million of total revenue for the year ended Dec. 31, 2012,
as compared with a net loss applicable to common shareholders of
$5.10 million on $987,729 of total revenue for the year ended
Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.35 million
in total assets, $2.89 million in total liabilities, and a
$1.53 million total stockholders' deficit.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has had recurring net losses and continues to
experience negative cash flows from operations.  These conditions
raise substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/XI1gGy

                    About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.


PRIMUS TELECOM: Moody's Retains B3 CFR Over Asset Sale Deal
-----------------------------------------------------------
Moody's Investors Services said Primus Telecommunications Group,
Incorporated's B3 corporate family rating and stable outlook
remain unchanged following the company's recent announcement that
it has entered into an equity purchase agreement to sell its North
American Telecom segment to affiliates of York Capital Management
for $129 million. Primus expects the deal to close in the second
half of this year, pending regulatory approval. The sale of the
North American Telecom segment follows the April 17, 2013
announcement that Primus had sold its data center business, called
BLACKIRON, to Rogers Communications Inc. for CAD$200 million.
Following the close of these two divestitures, Primus will have no
continuing operations and over $275 million of cash and $128
million of senior secured debt. Moody's expects Primus to repay
all existing debt with the sale proceeds prior to or on the
closing date of the North American Telecom transaction, at which
time Moody's will withdraw all of Primus' ratings.

The principal methodology used in rating this issuer was Moody's
Global Telecommunications Industry Methodology, published 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.

Primus Telecommunications Group, Incorporated is a competitive
telecom provider headquartered in McLean, VA. The company offers
telecommunications, IP and data center services to small and
medium-sized enterprises, residential customers and other
telecommunications carriers in the United States and Canada.


PROSEP INC: Obtains Covenant Waiver for Subsidiary
--------------------------------------------------
ProSep Inc. on May 14 disclosed that at March 31, 2013 as well as
at December 31, 2012, one of the Company's wholly-owned
subsidiaries was in breach of a covenant of its credit facility
agreement.  A covenant waiver wherein the lender confirmed that
the breached covenant is not deemed to constitute an event of
default was obtained by the Company's subsidiary as at December
31, 2012, as well as for the most recent breach, at March 31,
2013.  The Company also obtained an extension to August 1, 2013 of
the obligation for its subsidiary to start a clean down (whereby
the facility is to be undrawn for a pre-determined period of
time).

The disclosure was made in ProSep's earnings release for the
twelve-month period ended December 31, 2012 and three-month period
ended March 31, 2013, a copy of which is available for free at
http://is.gd/JMIPy6

                           About ProSep

ProSep -- http://www.prosep.com-- is a technology-focused process
solutions provider to the upstream oil and gas industry.  ProSep
designs, develops, manufactures and commercializes technologies to
separate oil, water and gas generated by oil and gas production.


PROVIDENT COMMUNITY: Incurs $463,000 Net Loss in First Quarter
--------------------------------------------------------------
Provident Community Bancshares, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss to common shareholders of $463,000 on
$2.37 million of total interest income for the three months ended
March 31, 2013, as compared with a net loss of $84,000 on $3
million of total interest income for the same period during the
prior year.

The Company's balance sheet at March 31, 2013, showed $355.14
million in total assets, $343.55 million in total liabilities and
$11.59 million in total shareholders' equity.

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

                         http://is.gd/Cb3Okh

                     About Provident Community

Rock Hill, South Carolina-based Provident Community Bancshares,
Inc., is the bank holding company for Provident Community Bank,
N.A.  Provident Community Bancshares has no material assets or
liabilities other than its investment in the Bank.  Provident
Community Bancshares' business activity primarily consists of
directing the activities of the Bank.

The Bank's operations are conducted through its main office in
Rock Hill, South Carolina and seven full-service banking centers,
all of which are located in the upstate area of South Carolina.
The Bank is regulated by the Office of the Comptroller of the
Currency, is a member of the Federal Home Loan Bank of Atlanta and
its deposits are insured up to applicable limits by the Federal
Deposit Insurance Corporation.  Provident Community Bancshares is
subject to regulation by the Federal Reserve Board.

Provident Community disclosed a net loss to common shareholders of
$598,000 in 2012, as compared with a net loss of $665,000 in 2011.

                           Consent Order

On Dec. 21, 2010, Provident Community Bank, N.A. entered into a
stipulation and consent to the issuance of a consent order with
the Office of the Comptroller of the Currency.

At Dec. 31, 2011, the Bank met each of the capital requirements
required by regulations, but was not in compliance with the
capital requirements imposed by the OCC in its Consent order.

The Bank is required by the consent order to maintain Tier 1
capital at least equal to 8% of adjusted total assets and total
capital of at least 12% of risk-weighted assets.  However, so long
as the Bank is subject to the enforcement action executed with the
OCC on Dec. 21, 2010, it will not be deemed to be well-capitalized
even if it maintains the minimum capital ratios to be well-
capitalized.  At Dec. 31, 2011, the Bank did not meet the higher
capital requirements required by the consent order and is
evaluating alternatives to increase capital.

"At December 31, 2012, the Bank met each of the capital
requirements required by regulations, but was not in compliance
with the capital requirements imposed by the OCC in its Consent
order."


PWK TIMBERLAND: Withdraws Bid to Employ Scalisi Myers as CPA
------------------------------------------------------------
PWK Timberland LLC has notified the U.S. Bankruptcy Court for the
Western District of Louisiana that it has withdrawn the
application to employ Leo L. Scalisi, and Scalisi, Myers & White
as certified public accountant.

The Debtor requested for permission to employ Mr. Scalisi and the
firm to assist in filing monthly reports with the U.S. Trustee's
Office, formulate a disclosure statement and plan, prepare tax
returns and give tax advice.

The hourly rates were:

         Partners                      $160
         Manager                       $110
         Staff Accountant               $85

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

                        About PWK Timberland

Lake Charles, Louisiana-based PWK Timberland LLC sought Chapter 11
protection (Bankr. W.D. La. Case No. 13-20242) on March 22, 2013.
Gerald J. Casey, Esq., serves as counsel to the Debtor.
The Debtor estimated assets of at least $10 million and
liabilities of up to $10 million.

The Debtor's Chapter 11 plan is due Sept. 18, 2013.


QWEST CORP: Fitch Assigns 'BB+' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to Qwest Corporation's
(QC) proposed offering of senior unsecured notes due 2053.
Proceeds are expected to be used to partially repay $750 million
of senior unsecured notes maturing on June 15, 2013. QC is an
indirect wholly owned subsidiary of CenturyLink, Inc.  QC's and
CenturyLink's Issuer Default Rating (IDR) is 'BB+'.  The Rating
Outlook is Stable.

Key Rating Drivers

The following factors support QC's and CenturyLink's ratings:

-- Fitch's ratings are based on the expectation that CenturyLink
   will demonstrate steady improvement in its revenue profile
   over  the next couple of years;

-- Consolidated free cash flows (FCFs) are expected to strengthen
   with a reduction in the dividend, and liquidity is expected to
   remain relatively strong;

-- CenturyLink's execution risks related to the integration of
   Qwest Communications International, Inc. (Qwest) and Savvis,
   Inc. (Savvis) are nearly behind the company;

-- QC's issue ratings are based on the relatively lower leverage
   of QC and its debt issues' senior position in the capital
   structure relative to CenturyLink.

The following concerns are embedded in QC's and CenturyLink's
ratings:

-- CenturyLink's recent change in financial policy, which
   incorporates the maintenance of net leverage of up to 3.0x,
   less restrictive than its previous mid-2x target;

-- The decline of CenturyLink's traditional voice revenues,
   primarily in the consumer sector, from wireless substitution
   and moderate levels of cable telephony substitution.
   Although such revenues are declining in the revenue mix and
   are being replaced by broadband and business services
   revenues, these latter sources have lower margins.

Fitch expects CenturyLink's revenues to decline slightly in 2013,
and reach stability in 2014. Revenues from high-speed data and
certain advanced business services, including the managed hosting
and cloud computing services offered by Savvis and a modest but
growing level of revenues from facilities-based video, are
expected to contribute to stability.

In February 2013, CenturyLink initiated a $2 billion common stock
repurchase program, accompanied by a dividend reduction. The
company plans to repurchase $2 billion in common stock by February
2015, primarily funded from FCF. Annual FCF improves by
approximately $450 million as a result of a reduction in the
common stock dividend of approximately 25%, but on a net basis,
cash returned to shareholders will increase.

On a gross debt basis, CenturyLink's leverage for the last 12
months ending March 31, 2013 was approximately 2.7x, consistent
with the 2.7x to 2.8x range Fitch expects over the next several
years. Debt reduction in 2013 and 2014 is expected to be modest.
Additionally, there will be some pressure on EBITDA as there are
lower incremental merger-related cost savings in 2013 than in
2012.

CenturyLink's total debt was $20.8 billion at March 31, 2013.
Financial flexibility is provided through a $2 billion revolving
credit facility, which matures in April 2017. As of March 31,
2013, approximately $1.925 billion was available on the facility.
CenturyLink also has a $160 million uncommitted revolving letter
of credit facility.

The principal financial covenants in the $2 billion revolving
credit facility limit CenturyLink's debt to EBITDA for the past
four quarters to no more than 4.0x and EBITDA to interest plus
preferred dividends (with the terms as defined in the agreement)
to no less than 1.5x. Qwest Corporation (QC) has a maintenance
covenant of 2.85x and an incurrence covenant of 2.35x. The
facility is guaranteed by Embarq, Qwest Communications
International Inc. and Qwest Services Corporation (QSC).

In 2013, Fitch expects CenturyLink's FCF (defined as cash flow
from operations less capital spending and dividends) to range from
$1 billion to $1.3 billion. Expected FCF levels reflect capital
spending within the company's guidance range of $2.8 billion to $3
billion. Within the capital budget, areas of focus for investment
primarily include continued spending on fiber-to-the-tower, data
center/hosting, broadband expansion and enhancement, as well as
spending on IPTV, the company's facilities based video program.

Fitch believes CenturyLink has the financial flexibility to manage
upcoming maturities due to its FCF and credit facilities. Long-
term debt maturities remaining in 2013 and 2014 are approximately
$0.9 billion and $0.7 billion, respectively. The remaining 2013
maturities reflect the repayment of a $176 million CenturyLink
maturity on April 1, 2013 but are before the $750 million June QC
maturity to be partly repaid by the proceeds of this offering.

Going forward, Fitch expects CenturyLink and QC will be
CenturyLink's only issuing entities. CenturyLink has a universal
shelf registration available for the issuance of debt and equity
securities.

Rating Sensitivities:

Fitch does not expect a positive rating action over the next
several years based on its assessment of the competitive risks
faced by CenturyLink and expectations for leverage.

A negative rating action could occur if:

-- Consolidated leverage through, but not limited to, operational
   performance, acquisitions, or debt-funded stock repurchases,
   is expected to be 3.5x or higher; and

-- For QC or Embarq, leverage trends toward 2.5x or higher
   (based on external debt).


RAPID AMERICAN: Committee Can Hire Caplin & Drysdale as Counsel
---------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized the Official Committee of
Unsecured Creditors in the Chapter 11 case of Rapid-American
Corporation to retain Caplin & Drysdale, Chartered, as its
counsel.

To the best of the Committee's knowledge, Caplin & Drysdale
represents or holds no interest adverse to the Debtor's estate.

Caplin will, among other things, prepare on behalf of the
Committee all necessary motions, applications, pleadings,
memoranda, proposed orders, reports, and other legal documents, at
these hourly rates:

      Elihu Inselbuch, Member          $1,000
      Ronald E. Reinsel, Member          $730
      Kevin C. Maclay, Member            $565
      Rita C. Tobin, Of Counsel          $555
      Sara Joy DelSavio, Paralegal       $230
      Eugenia Benetos, Paralegal         $230
      Ashley Hutton, Paralegal           $215

To the best of the Committee's knowledge, Caplin does not hold or
represent any interest adverse to the Debtor on any matters for
which SNR Denton is to be engaged.

                    About Rapid-American Corp.

Rapid-American Corp. filed for bankruptcy protection in Manhattan
(Bankr. S.D.N.Y. Case No. 13-10687) on March 8, 2013, to deal with
debt related to asbestos personal-injury claims.

New York-based Rapid-American was formerly a holding company with
subsidiaries primarily engaged in retail sales and consumer
products and was never engaged in an asbestos business of any
kind.  Through a series of merger transactions going back more
than 45 years, Rapid has nevertheless incurred successor liability
for personal injury claims arising from plaintiffs' exposure to
asbestos-containing products sold by The Philip Carey
Manufacturing Company -- Old Carey -- as that entity existed prior
to June 1, 1967.

Attorneys at Reed Smith LLP serve as counsel to the Debtor.

The Debtor disclosed assets in excess of $4,446,261 and unknown
liabilities.

The Official Committee of Unsecured Creditors retained Caplin &
Drysdale, Chartered, as counsel.


REAL ESTATE ASSOCIATES: Incurs $81,000 Net Loss in 1st Quarter
--------------------------------------------------------------
Real Estate Associates Limited VII filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $81,000 on $0 of revenues for the three
months ended March 31, 2013, as compared with a net loss of
$213,000 on $0 of revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed $1.03
million in total assets, $8.24 million in total liabilities and a
$7.21 million total partners' deficit.

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

                        http://is.gd/57DoUu

                    About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On Feb. 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

As of Sept. 30, 2012, and Dec. 31, 2011, the Partnership holds
limited partnership interests in 1 and 11 Local Limited
Partnerships, respectively, and a general partner interest in REA
IV which, in turn, holds limited partnership interests in 3 and 8
additional Local Limited Partnerships, respectively; therefore,
the Partnership holds interests, either directly or indirectly
through REA IV, in 4 and 19 Local Limited Partnerships,
respectively.  The other general partner of REA IV is NAPICO.  The
Local Limited Partnerships own residential low income rental
projects consisting of 403 and 1,237 apartment units at Sept. 30,
2012, and Dec. 31, 2011, respectively.  The mortgage loans of
these projects are payable to or insured by various governmental
agencies.

The Partnership disclosed net income of $13.01 million on $0 of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $861,000 on $0 of revenue during the prior year.

Ernst & Young LLP, in Greenville, South Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Partnership continues to generate recurring operating
losses.  In addition, notes payable and related accrued interest
totalling $8.09 million are in default due to non-payment.  These
conditions raise substantial doubt about the Partnership's ability
to continue as a going concern.


RESIDENTIAL CAPITAL: Ally Settlement Signed, Disclosure by May 21
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that non-bankrupt Ally Financial Inc. headed off the
filing of an examiner's report by telling the bankruptcy court on
May 14 that it signed a "comprehensive plan-support agreement"
with mortgage-servicing subsidiary Residential Capital LLC and
principal parties in the ResCap bankruptcy that began one year
ago.

Assuming approval by the bankruptcy court and incorporation into a
Chapter 11 reorganization plan, Ally said the settlement resolves
"existing and potential" claims by ResCap, its creditors and third
parties.  The settlement, whose terms aren't yet revealed, doesn't
cover claims by the Federal Housing Finance Agency and the Federal
Deposit Insurance Corp., in its capacity as receiver for failed
banks.

The settlement was the product of mediation conducted by U.S.
Bankruptcy Judge James M. Peck, who isn't the judge presiding over
ResCap's bankruptcy.

The report also discloses that U.S. Bankruptcy Judge Martin Glenn
gave ResCap a deadline of May 21 for filing papers seeking
approval of the plan-support agreement.  If papers aren't filed,
Judge Glenn said he will unseal the examiner's report that was
filed in secret on May 13.  Judge Glenn will make the report
public at the latest on July 3, or earlier when he rules on
approving the plan-support agreement.

                    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: Enters Into Plan Support Agreement
-------------------------------------------------------
Residential Capital, LLC on May 14 disclosed that, on the one-year
anniversary of the filing of its Chapter 11 bankruptcy cases, the
estate entered into a comprehensive plan support agreement with
Ally Financial Inc. and ResCap's major creditors to support a
Chapter 11 plan.

Entry into this settlement, which is subject to Bankruptcy Court
approval, represents a major milestone in the ResCap proceedings.
The settlement was reached as part of the mediation with ResCap,
its creditors and Ally.  The agreement settles existing and
potential claims between ResCap and Ally and potential claims held
by third parties in relation to ResCap, except for certain
securities claims by the Federal Housing Finance Agency (FHFA) and
the Federal Deposit Insurance Corporation (FDIC), as receiver for
certain failed banks.  The detailed terms of the plan support
agreement will be kept confidential until a motion is filed to
approve the plan support agreement later this month.

Like many others in the mortgage industry, ResCap faced
considerable regulatory and litigation exposures.  ResCap, then
the fifth-largest servicer of residential mortgage loans in the
United States and a leading mortgage loan originator, predictably
suffered during the financial crisis.  In 2012, parent company
Ally withdrew its support for ResCap due to, among other things,
rep-and-warranty liability concerns, which liabilities were
created primarily during the 2005 through 2007 origination years.
In May 2012, after having pursued various strategic alternatives
and having lost the support of its parent company, ResCap filed
for bankruptcy.  Through arrangements entered into with Ally, and
debtor-in-possession financing from Barclays Capital, ResCap's
origination business continued uninterrupted in bankruptcy.
During bankruptcy, ResCap originated in excess of $30 billion in
new mortgage loans, and was a recognized leader in mortgage
modifications.

Management's careful planning and skilled execution preserved the
value of ResCap's origination and servicing platforms, and led to
successful bankruptcy asset sales to Ocwen Loan Servicing, LLC,
Walter Management Investment Corp. and Berkshire Hathaway Inc.
These asset sales generated proceeds of approximately $4.5
billion, and preserved 3,750 of 3,900 U.S.-based jobs in
communities where these jobs may not have been replaced.  These
various arrangements and financings entered into by ResCap
preserved substantial value for its creditors.  Now, the entry
into this consensual agreement marks another important step toward
bringing the ResCap Chapter 11 proceedings to a conclusion.

The settlement was reached as part of a mediation process among
ResCap, its creditors and Ally, and through the tireless and
thoughtful efforts of the Honorable James Peck.  The parties to
the comprehensive settlement include: ResCap and its affiliated
debtor entities, Ally and its consolidated subsidiaries, the
Official Committee of Unsecured Creditors, AIG Asset Management
(U.S.), LLC, Allstate Insurance Company, Financial Guaranty
Insurance Company, counsel to the putative class of persons
represented in the consolidated class action entitled In re:
Community Bank of Northern Virginia Second Mortgage Lending
Practice Litigation, filed in the United States District Court for
the Western District of Pennsylvania, MDL No. 1674, Case Nos. 03-
0425, 02-01201, 05-0688, 05-1386, Massachusetts Mutual Life
Insurance Company, MBIA Insurance Corporation, Paulson & Co. Inc.,
Prudential Insurance Company of America, certain investors in RMBS
backed by mortgage loans held by securitization trusts associated
with securitizations sponsored by the Debtors between 2004 and
2007 and represented by Kathy Patrick of Gibbs & Bruns LLP and
Keith H. Wofford of Ropes & Gray LLP, Talcott Franklin of Talcott
Franklin, P.C., as counsel, certain holders of senior unsecured
notes (Senior Unsecured Notes) issued by ResCap under the
Indenture dated as of June 24, 2005, and certain supplements
thereto, Wilmington Trust, National Association in its capacity as
Indenture Trustee for the Senior Unsecured Notes, and certain
trustees or indenture trustee for certain mortgage backed
securities trusts.

ResCap's Board of Directors acknowledges the leadership and wise
counsel of Lewis Kruger, ResCap's Chief Restructuring Officer, for
guiding these efforts, as well as the valuable contributions of
ResCap's legal counsel, Morrison & Foerster LLP, led by Gary Lee,
Todd Goren and Lorenzo Marinuzzi.

                     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).


REVSTONE INDUSTRIES: Gellert et al., Okayed as Interim Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
debtor Greenwood Forgings, LLC, to employ Gellert Scali Busenkell
& Brown, LLC, and Werb & Sullivan as temporary bankruptcy counsel
until the substitution of counsel and completion of Werb &
Sullivan's work in connection with the case.

As reported in the Troubled Company Reporter on March 27, 2013,
the firms, in separate applications, sought an order from the
Bankruptcy Court overseeing the Chapter 11 cases of Revstone
Industries LLC and its debtor-affiliates to authorize the limited
employment of the firms as Greenwood Forging LLC's temporary
bankruptcy counsel until substitution of counsel.

On Jan. 29, 2013, the law firm of Pachulski Stang Ziehl & Jones
substituted for both firms as counsel for Greenwood.

Both firms seek to be employed as temporary bankruptcy counsel to
Greenwood because, among others: (a) the Debtor filed its
bankruptcy petition through the firms on an emergency expedited
basis; (b) both firms previously provided legal services to non-
debtor affiliates of Greenwood and Greenwood's parent is familiar
with the services provided by the firms.

Both firms also handled a number of other pressing preliminary
matters after the bankruptcy filing until substitution of counsel.
The firms also negotiated extensively with the Debtor's lenders.

Werb & Sullivan received $13,500 while GSBB was paid $9,000 for
legal services and costs rendered from Jan. 4 to Jan. 7, 2013.
Payment was made on the morning of Jan. 7, before the bankruptcy
filing.  Charles J. Brown, III, Esq., the principal attorney at
GSBB designated to represent the Debtor has an hourly rate of
$450.  Principal attorneys at Werb & Sullivan designated to
represent Greenwood and their current standard hourly rates are:

     Duane D. Werb                    $595
     Brian A. Sullivan                $495

The firms attest they are "disinterested persons" as that term is
defined in Section 101(14) of the Bankruptcy Code.

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

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

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

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

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

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

The Official Committee of Unsecured Creditors tapped to retain
Womble Carlyle Sandridge & Rice LLP as its counsel, and FTI
Consulting Inc. as its financial advisors.


REVSTONE INDUSTRIES: Angle Advisors to Assist in Greenwood Sale
---------------------------------------------------------------
Debtor Greenwood Forgings, LLC, asks the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Angle Advisors
LLC as investment banker.

Greenwood relates that in order to maximize the value of the
assets for the benefit of all constituents, the Debtors continue
to market the assets of Greenwood, and intend to go forward with a
sale to the highest or best bidder(s).

Angle will, among other things:

   a) identify and contact qualified and logical acquirers for
      Greenwood;

   b) assist Greenwood in coordinating site visits for interested
      buyers; and

   c) assist with the development and presentation of requested
      information and responding to inquiries.

Greenwood believes that the strategic transaction services
provided by Angle will not duplicate the services that other
professionals will be providing to Greenwood in the Chapter 11
cases.

Clifton H. Roesler, managing director of Angle, tells the Court
that Angle will be compensated according to this fee structure:

   a) Stalking Horse Bonus -- in the event that a stalking
      horse asset purchase agreement is accepted and signed
      by chief restructuring officer within 60 days of the
      information being approved for release to interested
      buyers, Greenwood will pay Angle a stalking horse bonus
      of $25,000.

   b) Transaction Fee -- Greenwood will pay Angle a
      Transaction Fee (from the closing proceeds) equaling
      $250,000 plus 2.5% of total consideration in each
      strategic transaction exceeding $2.5 million upon the
      closing of any strategic transaction.

   c) Court Related Fees -- a daily fee of $2,500 (charged in
      half day increments) for Court appearances and testimony,
      including reasonable preparation and travel.

To the best of the Greenwood's knowledge, Angle is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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

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

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

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

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

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


REVSTONE INDUSTRIES: June 28 Set as General Claims Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
June 28, 2013, at 4 p.m., as the deadline for any individual or
entity to file proofs of claim against Revstone Industries, LLC,
et al.

The Court also set July 8 as Governmental Unit Bar Date; and
June 28 as Administrative Claims Bar Date.

Proofs of claim must be submitted to:

         Revstone Industries, LLC, et al.
           do Rust Consulting/Omni Bankruptcy
         Attn: Claims Processing
         5955 DeSoto Ave., Suite 100
         Woodland Hills, CA 91367

A meeting of creditors under 11 U.S.C. Sec. 341(a) in the case was
set for May 15.

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

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

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

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

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

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


RHYTHM & HUES: Debtor Changing Name to AWTR Liquidation
-------------------------------------------------------
Rhythm & Hues Inc. seeks authorization from the U.S. Bankruptcy
Court for the Central District of California to change its
corporate name to AWTR Liquidation, Inc.

The Debtor requests that the Court authorize the Clerk of Court
and other parties in interest to take whatever actions are
necessary to update the ECF filing system and their records to
reflect the name change.  The Debtor also requests that the Court
authorize the Debtor to use its existing check stock and maintain
its existing debtor in possession bank accounts at East West Bank.
The Debtor says that it would be expensive and time-consuming for
the Debtor to obtain new check stock and to open new bank
accounts.

As reported by the Troubled Company Reporter on April 10, 2013,
the Debtor on April 8 closed a transaction with an affiliate of
Prana Studios that will revive the troubled studio.  The
acquisition of the Debtor's assets by Prana affiliate 34x118
HOLDINGS, LLC, will enable the Debtor to preserve jobs in the US
and Asia, and will ensure the continuity of an iconic industry
player.

The Buyer paid the Debtor $1.2 million in cash, and assumed a
number of liabilities, including the outstanding obligations under
the DIP loan.

The Asset Sale and Purchase Agreement between the Debtor and the
Buyer requires the Debtor to, among other things: (1) change its
corporate name to a name that does not include the words "rhythm"
or "hues" or derivations or combinations thereof; (2) discontinue
use of the Debtor's current name, Rhythm And Hues, Inc.; and
(3) "prosecute a motion to change the caption of the Bankruptcy
Case which reflects the new name of Seller and does not include
the words 'rhythm' or 'hues' or any derivations or combinations
thereof."

On May 1, 2013, as a result of the sale of the real property owned
by the Debtor's affiliate 2100 Grand, LLC, the Debtor received
approximately $4.2 million in cash.  The Debtor, with the
assistance of its CRO and other professionals, is now working with
the Committee and its professionals to resolve its Chapter 11 case
in the form of a joint liquidating Chapter 11 plan.

                       About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.  Brian L.
Davidoff, Esq., C. John M Melissinos, Esq., and Claire E. Shin,
Esq., at Greenberg Glusker, serve as the Debtor's counsel.
Houlihan Lokey Capital Inc., serves as investment banker.

The petition was signed by John Patrick Hughes, president and CFO.

R&H provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H owned a 135,000 square-foot facility
in El Segundo, California, and had more than 460 employees.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, provided DIP
financing.  They are represented by Jones Day's Richard L. Wynne,
Esq., and Lori Sinanyan, Esq.


RYLAND GROUP: New $250MM Sr. Notes Issue Gets Moody's B1 Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$250 million convertible senior notes due 2019 of The Ryland
Group, Inc. In the same rating action, Moody's affirmed the
company's B1 corporate family rating and B1--PD probability of
default ratings, B1 rating for its existing senior unsecured notes
and convertible senior notes, P(B1) senior unsecured shelf rating,
and SGL-2 speculative grade liquidity assessment. The rating
outlook is stable.

The following rating actions were taken:

Proposed $250 million convertible senior notes due 2019 assigned
B1 (LGD4, 52%);

Corporate family rating, affirmed at B1;

Probability of default rating, affirmed at B1-PD;

Existing senior unsecured notes, affirmed at B1 (LGD4, 52%);

Existing convertible senior notes, affirmed at B1 (LGD4, 52%);

Speculative grade liquidity assessment, affirmed at SGL-2;

Stable rating outlook.

Ratings Rationale:

The proceeds from the $250 million convertible senior notes will
be designated for general corporate uses. Ryland's cash balance
will increase by the amount of the offering, while specific uses
such as potential land investments or debt retirement going
forward will be determined by management based on market
conditions. The proposed notes will rank equally with the
company's existing senior unsecured and convertible senior notes.

The B1 corporate family rating reflects Moody's expectation that
Ryland's key credit metrics will continue improving over the next
12 to 18 months, supported by the rising new orders, closings and
revenues as well as by improvement in average selling prices in
certain key markets. Despite this improvement, key credit metrics
will remain weak for the rating in the intermediate term, as it
will take time to generate substantial improvement off a low base.
In addition, the company's debt leverage position is elevated and
is rising further, pro forma for the proposed note offering, to an
adjusted 74% homebuilding debt to capitalization from 70% as of
March 31, 2013. Additionally, Ryland's cash flow from operations
will be negative, and cash balances will decline from land
purchases and land development expenses as the company replenishes
its inventory position.

Ryland has been profitable since the second quarter of 2012 and
generated $22 million of net income in the first quarter of 2013.
As a result of this sustained profitability, the company expects
to benefit from the reversal of its deferred tax valuation
allowance sometime this year. The rating also considers Ryland's
solid liquidity position, bolstered by its unrestricted cash and
investments position of $543 million at March, 31, 2013, absence
of any bank debt covenants with which to comply, and limited off-
balance sheet exposure as well as its disciplined operating
philosophy.

The stable rating outlook reflects Moody's expectation that Ryland
will maintain capital structure discipline even as it pursues
emerging growth opportunities. Additionally, Moody's outlook
incorporates improving credit metrics over the intermediate term.

The ratings could be lowered if the company were to continue to
underperform its peer group, if adjusted debt leverage were to
exceed 65% on a sustained basis, and/or if liquidity weakens such
that cash and equivalents fall below $300 million without a backup
revolver in place.

The ratings could be considered for an upgrade when the company
improves debt leverage to below 50% while maintaining strong
liquidity. However, due to the company's need to finance its
growth strategy, an upgrade is unlikely in the near future.

The principal methodology used in this rating was the Global
Homebuilding Industry Methodology published in March 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.

Founded in 1967 and headquartered in Calabasas, CA, The Ryland
Group, Inc. is a mid-sized homebuilder with revenues and
consolidated net income for the last twelve months ended March 31,
2013 of $1.4 billion and $67 million, respectively.


SBM CERTIFICATE: Has Until May 24 to File Schedules
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has given
SBM Certificate Company until May 24, 2013, to file its schedules
of assets and liabilities.

SBM Certificate Company filed a bare-bones Chapter 11 petition
(Bankr. D. Md. Case No. 13-17282) in Greenbelt, Maryland, on
April 26, 2013.  Eric W. Westbury, Sr., signed the petition as
director.  Lawrence A. Katz, Esq., at Leach Travell Britt PC,
in Tysons Corner, Virginia, serves as counsel to the Debtors.
Silver Spring-based SBM disclosed $28.7 million in assets and
$49.4 million in liabilities as of Dec. 31, 2012.


SCHOOL SPECIALTY: Moody's Gives B3 CFR & Rates $125MM Loan Caa1
---------------------------------------------------------------
Moody's Investors Service assigned a first time B3 Corporate
Family Rating and B3-PD Probability of Default Rating to School
Specialty, Inc.

Concurrently, Moody's assigned a Caa1 rating to the company's
proposed $125 million senior secured term loan. Proceeds from the
term loan and the new $175 million asset-based revolver ("ABL")
revolver (unrated) are expected to be used to refinance the
company's existing debtor-in-possession ("DIP") facilities and pay
related expenses upon emergence from bankruptcy expected later
this month. The rating outlook is stable.

The following ratings have been assigned subject to the review of
final documentation:

  Corporate Family Rating of B3

  Probability of Default Rating of B3-PD

  $125 million senior secured term loan due 2013 of Caa1 (LGD 4,
  64%)

The rating outlook is stable.

Ratings Rationale:

The B3 Corporate Family Rating reflects School Specialty, Inc.'s
declining revenue, significant seasonality, and weak profitability
due to its heavy reliance on budget-constrained state and local
government spending which Moody's expects will remain under
pressure over the next 12 to 18 months. School Specialty's
extensive national distribution, diverse product offering and
modest post-bankruptcy leverage of roughly 4.8 times (including
Moody's standard adjustments) are positive rating factors.

Moody's expects that School Specialty will maintain an adequate
liquidity profile during the next 12 to 18 months supported by
modest cash flow from operations ("CFO"), the expectation that
working capital swings will be managed prudently, sufficient
revolver availability and lack of near term debt maturities.
Further, Moody's believes covenant headroom to the proposed
covenants in the term loan agreement will be sufficient.

The Caa1 rating on the proposed $125 million senior secured term
loan reflects its first priority lien on all property and assets
(excluding current assets) and a second priority lien on all
current assets securing School Specialty's $175 million ABL
revolver. Further, it benefits from upstream guarantees of the
borrower's present and future direct and indirect subsidiaries.

The stable outlook reflects Moody's expectation that School
Specialty's operating performance will improve modestly following
its emergence from bankruptcy despite the prospect for further
revenue declines in Fiscal 2014. Nevertheless, Moody's stable
outlook incorporates better cash flow generation and earnings
growth resulting in modest leverage reduction. Continued revenue
declines in FY2015 are not consistent with a stable outlook.

To be upgraded, School Specialty will need to generate revenue
growth and improve free cash flow-to-net debt to low single digits
and restore its profitability such that EBIT margins are sustained
about 5%.

School Specialty could be downgraded if further execution of its
turnaround plan is not successful or the loss of a key contract
resulting in further deterioration in revenue and profitability
such that EBIT margins fail to be sustained around 2% and debt-to-
EBITDA exceeds 5.0 times.

The principal methodology used in this rating was the Global
Packaged Goods 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.

School Specialty, Inc., based in Greenville, WI, is a national
distributor of K-12 educational products and solutions that
address a broad spectrum of educational needs. The company offers
products through two operating groups: Accelerated Learning and
Educational Resources. Total revenue for the twelve month period
ending January 26, 2013 was roughly $690 million.


SHERIDAN GROUP: Reports $394,800 Net Income in First Quarter
------------------------------------------------------------
The Sheridan Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $394,871 on $68.05 million of net sales for the
three months ended March 31, 2013, as compared with a net loss of
$165,680 on $69.94 million of net sales for the same period during
the prior year.

The Company's balance sheet at March 31, 2013, showed $203 million
in total assets, $173.51 million in total liabilities and $29.48
million in total stockholders' equity.

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

                         http://is.gd/nQikHN

                      About The Sheridan Group

Hunt Valley, Maryland-based The Sheridan Group, Inc.
-- http://www.sheridan.com/-- is a specialty printer offering a
full range of printing and value-added support services for the
journal, catalog, magazine and book markets.

The Group disclosed a net loss of $93,546 in 2012, a net loss of
$8.96 million in 2011 and a $5.94 million net loss in 2010.

                           *     *     *

As reported by the TCR on Sept. 16, 2011, Standard & Poor's
Ratings Services lowered its corporate credit rating on Hunt
Valley, Md.-based printing company The Sheridan Group Inc. to
'CCC+' from 'B-'.

"The 'CCC+' corporate credit rating reflects Sheridan's ongoing
thin margin of compliance with its minimum EBITDA covenant," said
Standard & Poor's credit analyst Tulip Lim.  "It also reflects our
expectation of continued difficult operating conditions across the
company's niche printing segments, its vulnerability to prevailing
economic pressures, its high debt leverage, and the secular shift
away from print media."

In the Dec. 14, 2012, edition of the TCR, Moody's Investors
Service downgraded the Corporate Family Rating (CFR) for The
Sheridan Group, Inc. (Sheridan) to Caa1 from B3.  Sheridan's Caa1
CFR reflects risks that the intense secular challenges facing the
printing industry will compromise refinance activities as the
company addresses its upcoming maturities, including the $15
million revolving working capital facility due October 2013 and
the $128 million senior secured notes in April 2014.


SKYLINK AVIATION: Deans Knight May Recover Some Value From DIP
--------------------------------------------------------------
Deans Knight Income Corporation on May 14 disclosed that in March
2011, the Company purchased second lien notes of Skylink Aviation.
Skylink provides logistics services to Government and
international organizations, with the majority of their revenue
coming from contracts in Afghanistan.  In 2012, management of
Skylink were unable to adjust costs or replace revenues as the
Canadian presence in Afghanistan was reduced, and Skylink could no
longer support their debt.  As a result, they filed for CCAA
protection on March 8, 2013.

Deans Knight has been involved in the restructuring process, sit
on the steering committee, and will be represented on the Board of
Directors post restructuring.  As part of the steering committee,
the Company was in a position to backstop its pro rata share
($1.25 million) of an $18 million Debtor-In-Process (DIP)
financing.  The DIP allows Skylink to continue operations which
was necessary to benefit the ultimate recovery of the second lien
notes.  The DIP financing is attractive as it has security over
the Skylink's assets (specifically accounts receivable), earns a
10% coupon, and the providers of the DIP will own 75% of the
equity.  Although the total return on the DIP is not quantifiable
at this time, Deans Knight anticipates it will generate an
attractive return with equity upside and, therefore, will increase
the recovery value for the Company's second lien notes relative to
the alternative scenario, which would be liquidation.  Skylink
notes were priced at $7 per $100 face value on March 31, 2013 and
currently represent 0.3% of the portfolio.  Given the current
weight, the Skylink Notes will have minimal impact on the
portfolio going forward, but the Company believes it will recover
some value through the restructuring process.

The disclosure was made in Deans Knight's earnings release for the
three months ended March 31, 2013, a copy of which is available
for free at http://is.gd/Oq7t9n

             About Deans Knight Income Corporation

Deans Knight Income Corporation is an investment company focused
on investing in corporate debt securities, predominantly rated
below investment grade.

                      SkyLink Aviation Inc.

SkyLink Aviation Inc. is a Canadian based international aviation
group offering project management, air charters, aviation support,
aircraft maintenance, air charter, flight planning and clearance
services.


SMART ONLINE: Incurs $1.4 Million Net Loss in First Quarter
-----------------------------------------------------------
Smart Online, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.42 million on $73,250 of total revenues for the three months
ended March 31, 2013, as compared with a net loss of $1.05 million
on $139,235 of total revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed
$1.24 million in total assets, $29.82 million in total
liabilities, and a $28.57 million total stockholders' deficit.

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

                        http://is.gd/MrmKkN

                        About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS/PaaS model.  The Company
also provides Web site and mobile consulting services to not-for-
profit organizations and businesses.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.

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


SOUTHERN CONNECTICUT BANCORP: Incurs $86,400 Loss in 1st Quarter
----------------------------------------------------------------
Southern Connecticut Bancorp, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $86,400 on $1.1 million of net
interest income for the three months ended March 31, 2013,
compared with a net loss of $57,633 on $1.2 million of net
interest income for the same period last year.

The Company's balance sheet at March 31, 2013, showed
$121.8 million in total assets, $110.3 million in total
liabilities, and stockholders' equity of $11.5 million.

The Company said: "While the Bank met the capital ratio
quantitative requirements to be classified as a "well capitalized"
financial institution as of March 31, 2013, the Bank is currently
classified as "adequately capitalized" as a result of the Consent
Order entered into by the Bank in July 2012 with the Federal
Deposit Insurance Corporation and the State of Connecticut
Department of Banking.  As an "adequately capitalized" financial
institution, the Bank may not accept brokered deposits without
first obtaining a waiver from the Federal Deposit Insurance
Corporation.  With such a waiver, the Bank generally may not pay
an interest rate on the brokered deposits in excess of 75 basis
points above interest rates in its normal market area or the
national interest rate on deposits outside of its normal market
area.  The Federal Deposit Insurance Corporation insurance
assessment also increases when a financial institution falls below
the "well capitalized" classification.  In addition, financial
institutions that are not "well capitalized," such as the Bank,
may have more difficulty obtaining certain regulatory approvals
(including for acquisitions of other financial institutions and
opening of new branches)."

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

Southern Connecticut Bancorp, Inc. is a bank holding company
headquartered in New Haven, Connecticut that was incorporated on
Nov. 8, 2000.  The Company owns 100% of the capital stock of The
Bank of Southern Connecticut, a Connecticut-chartered bank with
its headquarters in New Haven, Connecticut, and 100% of the
capital stock of SCB Capital, Inc.  The Bank serves New Haven,
Connecticut and the surrounding communities.  The Bank commenced
operations on Oct. 1, 2001.


SPRINGLEAF FINANCE: Incurs $7.4 Million Net Loss in First Quarter
-----------------------------------------------------------------
Springleaf Finance Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $7.41 million on $182.69 million of net interest
income for the three months ended March 31, 2013, as compared with
a net loss of $47.96 million on $161.50 million of net interest
income for the three months ended March 31, 2012.

The Company's balance sheet at March 31, 2013. showed $14.60
billion in total assets, $13.33 billion in total liabilities and
$1.26 billion in total shareholders' equity.

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

                      http://is.gd/bPIeAB

                    About Springleaf Finance

Evansville, Indiana-based Springleaf Finance Corporation is a
financial services holding company with subsidiaries engaged in
the consumer finance and credit insurance businesses.  The Company
provides secured and unsecured personal loans to customers who
generally need timely access to cash and also offers associated
insurance products.  At Dec. 31, 2012, SLFC had $11.7 billion of
net finance receivables due from over 973,000 customer accounts
and $3.4 billion of credit and non-credit life insurance policies
in force covering over 630,000 customer accounts.

At Dec. 31, 2012, the Company had 852 branch offices in the United
States, Puerto Rico, and the U.S. Virgin Islands.

Springleaf Finance reported a net loss of $220.7 million on net
interest income (before provision for finance receivable losses)
of $625.3 million in 2012, compared with a net loss of
$224.7 million on net interest income (before provision for
finance receivable losses) of $601.2 million in 2011.

                          *     *     *

As reported in the TCR on March 3, 2013, Standard & Poor's Ratings
Services splaced its ratings on SLFC, including its 'CCC/C' issuer
credit ratings, on CreditWatch with positive implications.


SPUDSINC LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: SpudsInc, LLC
        P.O. Box 269
        Dwight, IL 60420

Bankruptcy Case No.: 13-90609

Chapter 11 Petition Date: May 7, 2013

Court: U.S. Bankruptcy Court
       Central District of Illinois (Danville)

Judge: Gerald D. Fines

Debtor's Counsel: Jason S. Bartell, Esq.
                  BARTELL POWELL, LLP
                  10 E. Main Street
                  Champaign, IL 61820
                  Tel: (217) 352-5900
                  Fax: (217) 352-0182
                  E-mail: jbartell@bartellpowell.com

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

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

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

The petition was signed by Jill Wymore, CEO.


STONEMOR PARTNERS: Moody's Assigns 'B3' Rating to $175MM Bonds
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to StoneMor
Partners L.P.'s proposed $175 million Senior Unsecured Notes due
2021.

The cash proceeds will be used to repay in full StoneMor's 10.25%
Notes due 2017, pay related fees and expenses and repay revolving
credit facility outstanding loans. The ratings on the 10.25% notes
due 2017 will be withdrawn once they have been redeemed in full.

Ratings Rationale:

"StoneMor has very high 8.6 times pro forma debt to EBITDA on a
GAAP basis," noted Edmond DeForest, Moody's Senior Analyst.
However, net of deferred revenue and expenses, accrual EBITDA is
about $77 million for the 12 months ended March 31, 2013,
resulting in pro forma debt to accrual EBITDA of about 3.5 times.

StoneMor's B2 corporate family rating reflects its small revenue
size and high financial leverage. Negative free cash flow is
driven by aggressive cash distribution policies required by its
master limited partnership organization form. Pro forma for the
proposed notes due 2021, the annual interest expense burden will
be reduced while extending the maturity date by 4 years. About $50
million of the $140 million revolving credit facility is
available, providing adequate external liquidity. All financial
metrics reflect Moody's standard adjustments.

The stable ratings outlook anticipates modest profitability growth
(on an accrual basis) over the next year. The ratings reflect the
risk that GAAP and accrual financial leverage could increase as
the company uses its revolver to fund acquisitions. Given the
company's pro forma debt to accrual EBITDA of 3.5 times, a
moderate increase in financial leverage to fund acquisitions
likely would not pressure the ratings. The ratings could be
pressured by a decline in earnings or liquidity attributable to
slowing preneed sales, difficulty integrating acquisitions,
diminished liquidity or a more aggressive distribution policy,
leading Moody's to expect free cash flow to debt and retained cash
flow to net debt (both ratios before distributions) to be
sustained near or below 0%. If debt to accrual EBITDA rises above
5 times, a downgrade is also possible. The ratings could be
upgraded if a sustained improvement in profitability results in a
substantial improvement in GAAP financial leverage, free cash flow
to debt (before distributions) of about 12% and positive free cash
flow (after distributions).

The following new rating (assessment) was assigned:

$175 million Senior Unsecured Notes due 2021, B3 (LGD4, 69%)

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

StoneMor is a provider of funeral and cemetery products and
services in the United States. As of March 31, 2013, StoneMor
operated 276 cemeteries and 92 funeral homes in the US and Puerto
Rico. Moody's expects GAAP revenues of approximately $250 million
in 2013.


STEREOTAXIS INC: Incurs $4.9 Million Net Loss in 1st Quarter
------------------------------------------------------------
Stereotaxis, Inc., reported a net loss of $4.92 million on
$8.40 million of total revenue for the three months ended March
31, 2013, as compared with a net loss of $5.81 million on $12.28
million of total revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed
$32.22 million in total assets, $54.93 million in total
liabilities, and a $22.71 million total stockholders' deficit.

"Following the strong top and bottom line improvements we achieved
in 2012, our revenue results in the first quarter softened
primarily due to vacancies in our sales and account management
teams which impacted new orders, system revenue and procedure
growth," said William Mills, Stereotaxis Board Chairman and
interim chief executive officer.  "Our sales organization is now
fully staffed and focused on improving utilization through more
individualized, aggressive clinical pathways, as well as
leveraging the growing evidence around the clinical and economic
benefits of our technologies in driving capital orders."

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

                        http://is.gd/Qzc0ZT

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company incurred a net loss of $9.23 million in 2012, as
compared with a net loss of $32.03 million in 2011.


SUMMIT FAMILY: Closes Three K-BOB's Steakhouses; Ends Lease Deals
-----------------------------------------------------------------
Star Buffet, Inc. on May 15 disclosed that its wholly-owned
subsidiary, Summit Family Restaurants Inc., has closed its three
K-BOB'S Steakhouses.  In conjunction with the closures, Summit
terminated real estate lease agreements on the three restaurants
with Tinsley Hospitality Group in exchange for certain personal
property and settlement of all Tinsley-related litigation
including that brought prior to the Summit bankruptcy.  These
closures will result in a one-time, non-cash charge of
approximately $865,000, but is expected to have no material impact
on future operating results.

                     About Star Buffet, Inc.

Star Buffet, Inc. is a multi-concept restaurant operator.  As of
May 15, 2013, Star Buffet, Inc. through its subsidiaries, operated
seven 4B's restaurants, five JB's restaurants, three Barnhill's
Buffet restaurants, two Western Sizzlin restaurants, two JJ
North's Country Buffet restaurants, two Pecos Diamond Steakhouses,
one Casa Bonita Mexican theme restaurant, one BuddyFreddys
restaurant, one Big Rock Cafe and one Bar-H Steakhouse.

               About Summit Family Restaurants Inc.

As of July 15, 1996, Salt-Lake City, Utah-based Summit Family
Restaurants Inc. was acquired by CKE Restaurants Inc.  Previously,
Summit Family Restaurants, Inc. operated family style restaurants.
Its restaurants offered a variety of breakfast, lunch, and dinner
selections.


SYNAGRO TECHNOLOGIES: ASOA Saving Synagro From Quick EQT Sale
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the proposed sale of Synagro Technologies Inc. to a
fund managed by private-equity investor EQT Partners AB was likely
derailed last week by American Securities Opportunities Advisors
LLC, one of the company's senior and junior lenders.

To avoid a "low-ball, fire sale" of the largest U.S. processor of
wastewater biosolids to EQT, ASOA is said it will "put its money
where its mouth is" by providing replacement financing to avoid a
quick sale, according to the report.

The report relates that New York-based ASOA, saying Synagro isn't
a "melting ice cube," points out how the company's own financial
advisers project $41 million in operating cash flow through mid-
2014. Pointing to an analysis by Blackstone Advisory Partners LP,
ASOA contends the company "requires nine to 12 months to properly
conduct" a sale process.

As it stands now, financing provided by senior lenders requires a
hearing on May 13 for approval of auction and sale procedures.
Unless outbid, EQT would buy the business under a contract with a
$455 million sticker price.  To forestall a quick sale, ASOA will
provide replacement financing for the bankruptcy that will be
junior to existing first-lien debt. In addition, ASOA will
subordinate the $86.7 million first-lien debt it owns to full
payment to other senior lenders.  Moreover, ASOA will forgo
receiving cash interest payments.

ASOA says it 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.

Blackstone prepared an analysis showing a midpoint valuation of
Synagro at $515 million, or $65 million more than the EQT offer.

ASOA filed its papers last week in opposition to the May 13
hearing for approval of sale procedures and a breakup fee for EQT.

                    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.


THOMPSON CREEK: Shareholders' Meeting Adjourned Until May 29
------------------------------------------------------------
The annual meeting of shareholders of Thompson Creek Metals
Company Inc. was held on May 9, 2013.  The meeting was adjourned
to allow additional time for shareholders to vote on Proposals 2
and 3, the proposals to approve the Company's amended and restated
long-term incentive plan and amended and restated employee stock
purchase plan.  The adjournment with respect to Proposals 2 and 3
will be until 10:00 a.m., Mountain Time, on Wednesday, May 29,
2013.

At the Annual Meeting, seven directors were elected to serve until
the next annual meeting of shareholders to be held in 2014 or
until their successors are duly elected and qualified, namely:

   (1) Denis C. Arsenault;
   (2) Carol T. Banducci;
   (3) James L. Freer;
   (4) James P. Geyer;
   (5) Timothy J. Haddon;
   (6) Kevin Loughrey; and
   (7) Thomas J. O'Neil;

The proposal to appoint KPMG LLP as the Company's independent
registered public accounting firm from their engagement through
the next annual meeting was approved.  The proposal regarding the
advisory vote to approve the compensation of the Company's named
executive officers was also approved.

                    About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

The Company's balance sheet at March 31, 2013, showed $3.42
billion in total assets, $2.04 billion in total liabilities and
$1.37 billion in stockholders' equity.

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


THQ INC: Developer Sells Last 6 Game Titles for $6.55-Mil.
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that video-game developer THQ Inc. was authorized by the
bankruptcy court this week to sell the last six game titles and
in the process generate $6.55 million.  The remaining properties,
including "Darksiders," initially attracted 17 bids.  Nordic Games
Licensing AB bought all but two for $4.9 million.

THQ filed a proposed liquidating Chapter 11 plan and scheduled a
May 30 hearing for approval of the explanatory materials. The
disclosure statement tells unsecured creditors they can expect to
receive as little as 19.9 percent or as much as 51.9 percent on
claims totaling $143 million to $184 million.

                          About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide
developer and publisher of interactive entertainment software.
The Company develops its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles County, California, THQ sells product
through its network of offices located throughout North America
and Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.

Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn
& Crutcher LLP serve as counsel to the Debtors.  FTI Consulting
and Centerview Partners LLC are the financial advisors.  Kurtzman
Carson Consultants is the claims and notice agent.

Before bankruptcy, Clearlake signed a contract to buy Agoura THQ
for a price said to be worth $60 million.  After a 22-hour auction
with 10 bidders, the top offers brought a combined $72 million
from several buyers who will split up the company. Judge Walrath
approved the sales in January.  Some of the assets didn't sell,
including properties the company said could be worth about $29
million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


TLO LLC: Files for Bankruptcy
-----------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports online-
investigation-software provider TLO LLC, which has struggled after
its founder and largest shareholder died earlier this year, filed
for bankruptcy protection in Florida while its new leaders try to
reorganize the 125-worker business.


UNIGENE LABORATORIES: Nordic Buys Ownership in JDV for $1-Mil.
--------------------------------------------------------------
Unigene Laboratories, Inc., has entered into an equity transfer
and exclusive license agreement with Nordic Bioscience involving
three proprietary metabolic peptide analogs for Type 2 diabetes,
osteoarthritis and osteoporosis developed as part of a Joint
Development Vehicle established by both companies in October 2011.

Under the terms of the equity transfer and exclusive license
agreement, Nordic has agreed to pay $1,000,000 for Unigene's
ownership interest in the JDV.  Unigene has granted the now 100
percent Nordic owned JDV, an exclusive, royalty-bearing license to
develop and commercialize products incorporating any of the three
licensed analogs for the treatment of Type 2 Diabetes,
osteoarthritis and osteoporosis in humans.  In August 2012, the
companies selected UGP302 as the lead compound for Type 2
diabetes.

Dr. Nozer Mehta, chief scientific officer for Unigene stated, "We
have been extremely pleased with our collaboration with Nordic
Bioscience.  The synergy between the capabilities of our two
companies has allowed us to progress very rapidly with this
exciting program.  By way of the original JDV, Nordic has been
able to expedite its evaluation of the Unigene peptides and has
successfully used its industry-leading know-how and experience to
determine their efficacy using a variety of cell-based
technologies and animal models."

Dr. Morten Karsdal, chief executive officer for Nordic BioScience
commented, "The 302 molecule, and family of peptides, are
extremely interesting and have been optimized to provide the ideal
receptor binding profile for Type 2 diabetes and osteoarthritis.
As such, we are confident these peptides will deliver an efficacy
and combination of effects that is superior to other development
programs.  Provided the toxicology studies advance as expected,
our plan is to initiate the first clinical study early next year."

As part of the exclusive license agreement, Unigene will be
entitled to double-digit royalties from the net sales of any of
the licensed products that incorporate Unigene's oral formulation
technology, and single-digit royalties from the net sales of such
licensed products that do not.  Unigene is also entitled to
receive 25 percent of any license fees or milestone payments
should Nordic sublicense any of the compounds.

Pursuant to the terms of a forbearance agreement with Unigene's
senior lenders, Victory Park Capital, the $1,000,000 in proceeds
from the equity transfer transaction are required to be remitted
to VPC to be applied to the outstanding senior secured notes.
However, VPC has agreed to immediately re-loan $500,000 of the
proceeds to help extend the Company's cash runway.  VPC has also
indicated its willingness to re-loan the remaining proceeds if an
agreement can be reached between VPC, Unigene and the Company's
junior lenders, the Jaynjean Levy Family Limited Partnership, in
regards to the possible conversion of Unigene's remaining debt
into equity on terms that are acceptable to VPC.

Ashleigh Palmer, Unigene's chief executive officer, stated,
"Today's agreement with Nordic Bioscience is a significant
breakthrough for Unigene, as it provides immediate capital to
further extend our cash runway as we pursue strategic initiatives
for the Company and our therapeutic pipeline, while assuring that
the peptide analogs remain with an excellent team that is
committed to their success.  We could not be more pleased given
our current challenging corporate circumstances."

Palmer continued, "That said, Unigene's ability to leverage this
agreement to secure additional opportunities is very much
contingent upon resolving our current debt situation.  We remain
in discussions with VPC regarding the potential conversion of
VPC's remaining debt into additional Unigene equity.  Any
agreement with VPC with respect to such a conversion is expected
to be contingent upon the consent, cooperation and agreement of
the JaynJean Levy Family Limited Partnership, Warren P. Levy and
Ronald S. Levy, including the consent of such parties to the
conversion of their respective debt into equity on terms that are
acceptable to VPC."

Additional information can be obtained at http://is.gd/5oIebS

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene disclosed a net loss of $34.28 million on $9.43 million of
total revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $7.09 million on $20.50 million of total revenue
during the prior year.  The Company incurred a $32.53 million net
loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $11.31
million in total assets, $110.05 million in total liabilities and
a $98.73 million total stockholders' deficit.

Grant Thornton LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred a net loss of $34,286,000 during the year
ended Dec. 31, 2012, and, as of that date, has an accumulated
deficit of approximately $216,627,000 and the Company's total
liabilities exceeded total assets by $98,740,000.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

"We had cash flow deficits from operations of $3,177,000 for the
year ended December 31, 2012, $6,766,000 for the year ended
December 31, 2011 and $1,669,000 for the year ended December 31,
2010.  Our cash and cash equivalents totaled approximately
$3,813,000 on December 31, 2012.  Based upon management's
projections, we believe our current cash will only be sufficient
to support our current operations through approximately March 31,
2013.  Therefore, we need additional sources of cash in order to
maintain all or a portion of our operations.  We may be unable to
raise, on acceptable terms, if at all, the substantial capital
resources necessary to conduct our operations.  If we are unable
to raise the required capital, we may be forced to close our
facilities and cease our operations.  If we are unable to resolve
outstanding creditor claims, we may have no other alternative than
to seek protection under available bankruptcy laws.  Even if we
are able to raise additional capital, we will likely be required
to limit some or all of our research and development programs and
related operations, curtail development of our product candidates
and our corporate function responsible for reviewing license
opportunities for our technologies."


UNIGENE LABORATORIES: Cash Can Only Sustain Until June 15
---------------------------------------------------------
Unigene Laboratories, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1.97 million on $613,772 of total revenue for the
three months ended March 31, 2013, as compared with a net loss of
$3.19 million on $1.75 million of total revenue for the same
period during the prior year.

The Company's balance sheet at March 31, 2013, showed $5.34
million in total assets, $101.84 million in total liabilities and
a $96.49 million total stockholders' deficit.

Ashleigh Palmer, Unigene's chief executive officer, commented,
"2013 has been extremely challenging for Unigene.  The FDA
advisory committee recommendation against calcitonin containing
products, followed by an Article 9 sale of our Biotechnologies
strategic business unit (SBU) assets to affiliates of Victory Park
Capital (VPC), has had a materially negative impact on the
Company."

Palmer continued, "Nevertheless, we continue to pursue the limited
strategic options available to us.  In particular, we continue to
try to monetize the therapeutic assets that remain within Unigene,
in particular, our oral PTH program, and UGP281.  We also recently
announced an equity transfer and exclusive license agreement with
Nordic Bioscience and its affiliate, resulting in $1.0 million in
proceeds that were used to pay down VPC debt.  VPC has since re-
loaned $500,000 of these proceeds back to us.  Our mission going
forward is to seek similar opportunities to infuse cash into the
Company to maximize our lender and shareholder value."

"However, as previously stated, unless there is a near-term
restructuring of the debt owed to VPC and the Company's founders,
we will no longer have the ability to continue as a going concern.
Regardless of whether VPC and the Company's founders arrive at a
settlement to resolve Unigene's debt situation, the $500,000 re-
loaned by VPC following the Nordic transaction will only be
sufficient to finance the Company through mid-June, 2013."

                        Bankruptcy Warning

"We had cash flow deficits from operations of $3,406,000 for the
three month period ended March 31, 2013, $3,177,000 for the year
ended December 31, 2012; $6,766,000 for the year ended December
31, 2011 and $1,669,000 for the year ended December 31, 2010.  Our
cash and cash equivalents totaled $353,000 on March 31, 2013.
Based upon management's projections, we believe our current cash
will only be sufficient to support our current operations through
June 15, 2013.  Therefore, we need additional sources of cash in
order to maintain all or a portion of our operations.  We may be
unable to raise, on acceptable terms, if at all, the substantial
capital resources necessary to conduct our operations.  If we are
unable to raise the required capital, we may be forced to close
our facilities and cease our operations.  If we are unable to
resolve outstanding creditor claims, we may have no other
alternative than to seek protection under available bankruptcy
laws.

"Even if we are able to raise additional capital, as a result of
the April 25, 2013 Article 9 sale of our Biotechnologies Strategic
Business Unit, we no longer have any assets that currently
generate revenues.  If we are able to raise capital, our future
capital requirements will depend on many factors, including the
scope of operations we are able to maintain and our ability to
acquire or license new technologies and products."

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

                        http://is.gd/cfL7Tj

                          About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene disclosed a net loss of $34.28 million on $9.43 million of
total revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $7.09 million on $20.50 million of total revenue
during the prior year.  The Company incurred a $32.53 million net
loss in 2010.

Grant Thornton LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred a net loss of $34,286,000 during the year
ended Dec. 31, 2012, and, as of that date, has an accumulated
deficit of approximately $216,627,000 and the Company's total
liabilities exceeded total assets by $98,740,000.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


VINEYARD NATIONAL: Bankr. Court Rules on Disputes With FDIC
-----------------------------------------------------------
Bankruptcy Judge Richard M. Neiter entered two separate memoranda
of decision, both dated May 3, 2013, relating to two motions filed
in the adversary complaint, BRADLEY SHARP, AS LIQUIDATING TRUSTEE
OF THE LIQUIDATING TRUST OF VINEYARD NATIONAL BANCORP, Plaintiff
and Counter-Defendant, v. FEDERAL DEPOSIT INSURANCE CORPORATION,
in its capacity as receiver for Vineyard Bank, N.A., Defendant and
Counter-Plaintiff, Adv. No. 2:10-AP-01815RN (Bankr. C.D.Cal.).

Filed in May 2010, the Adversary Complaint raises five claims for
relief.  It seeks to disallow the claim of FDIC-R against debtor
Vineyard National Bancorp or in the alternative, to subordinate
the claim based on allegations that FDIC-R, as receiver of
Vineyard Bank N.A., was an insider which caused the diminution
of the Debtor's capital by requiring the Debtor to infuse at least
$1 million to the Bank between May 2008 and February 2009 for the
Bank's benefit alone.  It further asserts that the Debtor's estate
is entitled (i) to certain tax refunds from a January 2007
Corporate Income Tax Sharing Agreement (TSA) between the Debtor
and the Bank, and (ii) to insurance proceeds and premium refunds
relating to certain directors and officers' liability insurance.

On Jan. 4, 2011, FDIC-R filed an amended counterclaim and answer
to the Complaint asserting that it -- and not the Debtor -- is
entitled to any tax refund resulting from the Debtor and the
Bank's consolidated tax returns.  FDIC-R also seeks $579 million
in damages it claims is entitled to priority as a result of the
Debtor's failure to maintain sufficient capitalization for the
Bank based on statutory and regulatory obligations (the "Capital
Maintenance Claim").

         Dismissal Motion, Tax Refund Ownership Issue

FDIC-R moved for the dismissal of Count IV of the Complaint.
Related to the Dismissal Motion is the Trustee's motion for
partial summary judgment on the issue of ownership of the tax
refund.

In its Dismissal Motion, the FDIC-R contended that the bankruptcy
court has no jurisdiction to hear and decide the Trustee's claim
on the ownership of the tax refund because the Debtor failed to
comply with the administrative procedures under the Financial
Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA)
that required the Debtor to file a claim against the FDIC-R and
the Bank's receivership estate by the October 21, 2009 bar date
before the Trustee could commence litigation against the FDIC-R.

In its May 3 memorandum of decision, Judge Neiter rejected the
FDIC-R's position that the bankruptcy court lacks subject matter
jurisdiction.  He found that FIRREA and the Bankruptcy Code can
coexist in the context of a chapter 11 debtor so that FIRREA only
limits the bankruptcy court's jurisdiction involving claims
against the FDIC-R that are "susceptible of resolution through
[FIRREA's] claims procedure." Judge Neiter said FIRREA's
limitation does not extend to controversies between the Debtor and
the FDIC-R involving the threshold issue of ownership of an asset.

The Bankruptcy Court further opined that the absence of a written
TSA for the tax year 2008 creates a genuine dispute of material
fact.  The Bankruptcy Court said a material fact remains disputed
on whether the 2005 TSA was enforceable in 2008 or whether a
signed written TSA had to be renewed every year for it to be
enforceable.  Summary judgment on the issue of entitlement to the
2008 tax refunds, therefore, must be denied, Judge Neiter said.

Judge Neiter also denied both the FDIC-R's Dismissal Motion as to
Count IV and the Trustee's Motion for Partial Summary Judgment on
tax refund entitlement.

                    Capital Maintenance Claim

The Trustee also has sought dismissal of the FDIC-R's $579 million
claim for damages over the Debtor's alleged breach of its
commitment to maintain sufficient capitalization for Vineyard
Bank.  The Capital Maintenance Claim was filed on Jan. 15, 2010.

The Trustee argued that the Capital Maintenance Claim should be
disallowed on the ground that no capital maintenance commitment
exists and the FDIC-R cannot produce evidence of a capital
maintenance agreement.

In a separate May 3 Memorandum Decision, Judge Neiter disagreed
that three documents identified by the FDIC-R support a finding
that the Debtor made the type of capital commitment contemplated
by 11 U.S.C. Sec. 507(a)(9).

The Bankruptcy Court agreed with the Trustee that (i) an Oct. 22,
2008 Memorandum, (ii) the Capital Plan, and (iii) a September 2009
Written Agreement did not create a "commitment" for purposes of
Sec. 507(a)(9) and 365(o) because the funding of the Bank was
contingent upon the "capital raise" proposed in the Capital Plan.
The Capital Plan is a 3-year model that reflected how funds will
be used on the Debtor's successful attempt to raise capital for
the Bank.  The Court further held that the Written Agreement only
required the Debtor's submission of a Capital Plan and not a
commitment to maintain the Bank's capital.

"Indeed, there was no evidence that the Debtor abandoned efforts
to raise the funds needed to implement a capital plan nor was
there a deadline to do so.  Thus, the FDIC-R does not have a
priority claim under Sec. 507(a)(9)," Judge Neiter said.

Copies of Judge Neiter's May 3, 2013 Memoranda of Decision are
available at http://is.gd/4CIM0Oand http://is.gd/KTg4OEfrom
Leagle.com.

Rolf Woolner, Esq. -- rwoolner@winston.com -- and Gregory Martin,
Esq. -- gmartin@winston.com -- of Winston & Strawn LLP appeared on
behalf of the Plaintiff and Liquidating Trustee Bradley Sharp.

Joshua Wayser, Esq. -- joshua.wayser@kattenlaw.com -- and Jessica
Mickelsen, Esq. -- jessica.mickelsen@kattenlaw.com -- of Katten
Muchin Rosenman LLP appeared on behalf of the Defendant and Cross-
Plaintiff FDIC-R.

Linda Berberian -- lberberian@fdic.gov -- of the FDIC Legal
Division also appeared at the hearing.

                   About Vineyard National

Vineyard National Bancorp -- http://www.vineyardbank.com/-- was
the holding company for Vineyard Bank, National Association, which
provides community banking services to businesses and individuals.

Vineyard Bank was closed July 17, 2010, by regulators, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with California Bank & Trust, San Diego,
California, to assume all of the deposits of Vineyard Bank, N.A.,
excluding those from brokers.

As of March 31, 2009, Vineyard Bank, N.A., had total assets of
$1.9 billion and total deposits of roughly $1.6 billion.  In
addition to assuming all of the deposits of the failed bank,
California Bank & Trust agreed to purchase roughly $1.8 billion of
assets.  The FDIC will retain the remaining assets for later
disposition.  California Bank & Trust purchased all deposits,
except about $134 million in brokered deposits, held by Vineyard
Bank, N.A.

Vineyard National Bancorp filed for Chapter 11 on June 21, 2009
(Bankr. C.D. Calif. Case No. 09-26401).


VYCOR MEDICAL: Fountainhead Capital Owned 67.7% Stake at May 3
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Fountainhead Capital Management Limited
disclosed that, as of May 3, 2013, it beneficially owned
4,279,189 shares of common stock of Vycor Medical, Inc.,
representing 67.7% of the shares outstanding.

On May 3, 2013, Fountainhead sold Warrants to purchase 48,625
shares of Vycor Medical, Inc., Common Stock par value $0.0001 it
had previously held to third parties and on May 8, 2013,
Fountainhead sold Warrants to purchase 75,750 shares of Vycor
Medical, Inc. Common Stock par value $0.0001 it had previously
held to third parties.  As a result of those sales, Fountainhead's
previously-reporting holdings of Vycor Medical, Inc. Common Stock
par value $0.0001 were reduced to a total of 4,279,189 shares,
comprising ownership of 3,545,197 shares and Warrants to purchase
396,475 shares at an exercise price of $1.88 per share prior to
Feb. 10, 2015, and Warrants to purchase 337,517 shares at an
exercise price of $2.62 per share prior to Sept. 29, 2015.

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

                        http://is.gd/QncOu6

                        About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.

Vycor Medical disclosed a net loss of $2.92 million in 2012, as
compared with a net loss of $4.77 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $2.56 million in total
assets, $4.01 million in total liabilities and a $1.45 million
stockholders' deficit.

Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a loss since inception, has a net
accumulated deficit and may be unable to raise further equity
which factors raise substantial doubt about its ability to
continue as a going concern.


W.R. GRACE: Executive Joint Venture Agreement with Al Dahra
-----------------------------------------------------------
W. R. Grace & Co. and Al Dahra Agriculture have executed a Joint
Venture agreement to build the first fluid catalytic cracking
(FCC) catalysts manufacturing facility in the Middle East.  The
companies marked their commitment and progress with a briefing and
gala dinner on May 14 for over 100 industry and government leaders
from around the region.

The state-of-the-art facility, which represents a capital
investment of approximately $200 million, will serve refineries
throughout the Middle East and potentially into South Asia.  It
will be built on just under 150,000 sq. meters of land in the
Kizad Industrial Zone approximately 70km from the city of Abu
Dhabi in the United Arab Emirates (UAE).

A logistics hub will be completed in the first quarter of 2014.
Detailed engineering work for the full manufacturing facility is
underway and construction is expected to begin in the fourth
quarter of 2013.  The facility will create approximately 200 new
jobs and is scheduled to begin operations in the fourth quarter of
2015.

Officials from The Abu Dhabi Oil Refining Company (TAKREER) and
Oman Oil Refineries and Petroleum Industries Company (Orpic),
spoke at the event, which was presented under the patronage of UAE
Energy Minister H.E. Suhail Mohammed Al Mazrouei.

According to Grace Chairman and Chief Executive Officer Fred
Festa, regional demand for FCC catalysts is expected to grow
substantially in the coming years.  "This project, Grace's most
significant capital investment in several years, will help us
extend our global leadership in catalysts," he said.  "We couldn't
be more pleased with our Joint Venture Partner, Al Dahra
Agriculture, on whom we can count for invaluable support here in
the region."

For Al Dahra Agriculture, the project will diversify and
strengthen its fast-growing business while advancing the vertical
integration of the petrochemical industry in the Emirate of Abu
Dhabi.  "Since we announced, slightly over a year ago, our
intention to pursue this partnership with Grace, our initial
assessment of the opportunity has been affirmed many times," said
H. E. Khadim Al Darei, Al Dahra's Vice Chairman.

Nearly 40 percent of transportation fuels worldwide are processed
with Grace catalysts and Grace is the global leader for FCC
catalysts and additives.  Grace provides a broad, highly
differentiated product portfolio and industry-leading technical
service.  Grace's research leadership and flexible manufacturing
system support its value-added technology tailored to meet
customers' current and future needs.

Al Dahra Agriculture's strong partnership with the UAE government
in realizing the strategic food security program and ensuring
long-term growth and sustainability for the Emirate while in
parallel growing commercial activities in global agribusiness,
brings unparalleled value to the new venture.  The company is well
positioned to become a key international player in its sector and
a leader in the food supply chain business.  The company's growth
is a reflection of its exceptional service and delivery, the
quality of agricultural produce and logistics services, and long-
term customer satisfaction and loyalty.

                   About Al Dahra Agriculture

Al Dahra -- http://www.aldahra.com-- is a company specializing in
agriculture and animal production.  With global operations, farms
and production facilities in the Americas, Europe, Asia and
Africa, it is the premier supporter of the stable supply of high
quality forage, fresh produce, dairy products and commodities to
the local and regional market.  Its unique value proposition
coupled with specialization in logistics and supply chain further
enhances its distinguished market position.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


Z TRIM HOLDINGS: Incurs $11.3 Million Net Loss in First Quarter
---------------------------------------------------------------
Z Trim Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $11.34 million on $363,831 of total revenues for the three
months ended March 31, 2013, as compared with a net loss of $5.03
million on $318,383 of total revenues for the three months ended
March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $5.60
million in total assets, $8.85 million in total liabilities and a
$3.25 million total stockholders' deficit.

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

                       http://is.gd/exJQyt

                          About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

Z Trim Holdings disclosed a net loss of $9.58 million in 2012
following a net loss of $6.94 million in 2011.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company had a working capital deficit and reoccurring losses
as of Dec. 31, 2012.  These conditions raise substantial doubt
about its ability to continue as a going concern.


* Auto Loan Delinquency Rate Up in Q1, Experian Report Shows
------------------------------------------------------------
Experian Automotive May 14 disclosed that automotive loan
delinquency and repossession rates increased in Q1 2013.
According to the latest State of Automotive Finance report, 30-day
auto loan delinquencies rose 1.3 percent, 60-day delinquencies
increased 12.4 percent and repossessions rose 16.9 percent when
compared with the previous year.

"Obviously, we never want to see a rise in delinquencies or
repossessions, but when you compare the current findings with
previous years, they are still lower than the recession-level
rates," said Melinda Zabritski, Experian's senior director of
automotive credit.  "As we continue to move forward, we should
start to see more increases as some of the subprime loans coming
onto the books begin to deteriorate.  However, one thing most
lenders will agree upon is that today's subprime borrower is less
delinquent than those in the past."

Findings from the report also showed that automotive repossessions
jumped 16.9 percent, going from 0.43 percent in Q1 2012 to 0.50
percent in Q1 2013.  While repossession rates for banks, captives
and credit unions are all down year over year by as much as 14.9
percent, rates for finance companies increased by 52.1 percent.
In spite of the increase, overall repossession rates are still
relatively low when compared with the peak rate of 0.71 percent in
Q1 2010.

In other findings:

-- Total dollar volume of automotive loans grew by 9.6 percent in
Q1 2013, reaching $726 billion, compared with $663 billion in Q1
2012

-- Banks increased loan portfolios by $20 billion, finance
companies by $18 billion, credit unions by $14 billion and captive
finance companies by $12 billion

-- Average charge-off amounts for defaulted loans were up from
$6,739 in Q1 2012 to $7,401 in Q1 2013

-- Charge-offs are still well below recession levels, however, as
Q1 2009 average charge-offs were $10,126

Experian Automotive's quarterly State of Automotive Finance report
features market data and analysis from its AutoCount Risk Report,
as well as data from IntelliViewSM that is sourced from the
Experian-Oliver Wyman Market Intelligence Reports.

                          About Experian

Experian is a global information services company, providing data
and analytical tools to clients around the world.  The Group helps
businesses to manage credit risk, prevent fraud, target marketing
offers and automate decision making.  Experian also helps
individuals to check their credit report and credit score, and
protect against identity theft.


* Regulators Shut Down Banks in North Carolina, Georgia
-------------------------------------------------------
Jeffrey Sparshott and Kristin Jones writing for Dow Jones' DBR
Small Cap report regulators closed a bank in North Carolina and
another in Georgia, bringing the nationwide tally of bank failures
up to 12 for the year.


* Fitch Says "Fallen Angels" Ticking Up For U.S. Corporates
-----------------------------------------------------------
The number of 'fallen angels' ticked up in the first quarter of
2013 with four U.S. corporate (non-financial) issues crossing over
speculative grade during the first quarter, according to Fitch
Ratings. 2013 is on pace to have more U.S. corporate fallen angels
than any year from 2010 - 2012 as the credit markets continue to
loosen.

'Fallen angels' are issuers with an Issuer Default Rating (IDR)
downgraded by Fitch to non-investment grade.

Fitch downgraded 23 U.S. non-financial corporate IDRs to
speculative grade from investment grade across 17 industry groups
between Jan. 1, 2010 and March 31, 2013. A leveraging acquisition
was the most frequent cause of the downgrades and led to a number
of multi-notch downgrades. Other contributors included cyclical or
secular downturns or shareholder friendly initiatives such as
share buybacks. A majority of the fallen angels were downgraded
further into speculative grade in subsequent rating actions after
their transition.

Fitch upgraded 26 U.S. corporate non-financial issuers to
investment grade from speculative grade during the same period. A
sustained improvement in results and prospects following the
recession drove most of Fitch's upgrades of credits to investment
grade. Most positive transition actions were limited to one-notch
for these 'rising stars' and were one in a series of upgrades
reflecting the positive credit trends.

Speculative grade IDRs downgraded by three or more notches in one
year were most common in the wholesale power and retail sectors
and for issuers that filed bankruptcy.

Fitch rated 15 U.S. corporate (non-financial) issuers on the
speculative grade/investment grade borderline at 'BBB-' (12) or
'BB+' (3) as of May 2, 2013. These borderline issuers are among
the most likely credits to change rating categories for
fundamental trend reasons.


* Moody's Says Fiscal Pressure on California Cities to Continue
---------------------------------------------------------------
The credit quality of most cities in California will remain under
fiscal pressure for the next several years despite some recent
improvements in revenues, says Moody's Investors Service in a new
report. Fiscal pressures include rising pension costs, strict
restraints on raising revenues, and the lingering effects of the
most severe economic downturn since the Great Depression.

"Recovery for cities in the Inland Empire and the Central Valley
will be more difficult as the downturn in these regions was
deeper," says Kevork Khrimian, a Moody's Vice President and Senior
Analyst in the report, "Credit Trends: California Cities Will
Remain Pressured Despite Revenue Growth."

Revenues are recovering unevenly across the state, says Moody's,
with coastal cities clearly benefitting more from the recovery
than inland cities. Coastal cities have experienced two years of
revenue increases, while the inland cities lost revenue again in
2012 after an increase in 2011.

Pent-up demand for services and rising structural costs will also
absorb much revenue growth for California cities over the next few
years. Moody's notes that after two years of decline, expenditures
picked up again in 2012, with increases, on average, more than
offsetting revenue increases.

Moody's does not expect the state's cities to fully restore their
reserves for several years. Prior to the financial crisis, cities
had ample reserves, especially when compared to California
counties and school districts, says Moody's.

Adapting to the statewide dissolution of redevelopment agencies in
2012 is also proving challenging to some cities, says Moody's.

Some cities are also closely watching the bankruptcy cases of
Stockton and San Bernardino.

"If the bankruptcies lead to substantial financial relief for the
cities by reducing their fixed payment obligations, such as debt
service or pension costs, other fiscally stressed cities are more
likely to consider bankruptcy filings," says Moody's.

After the bankruptcy filings of Stockton and San Bernardino,
Moody's reviewed all 95 California cities it rates. Moody's
downgraded ratings in 27 cities, but only four of the downgrades
were general obligation (GO) ratings, with the remainder of
downgraded ratings lease-backed or pension obligation bonds.
Moody's also upgraded the GO ratings of San Francisco and Los
Angeles.

Moody's expects lease-backed and unsecured obligations to
experience greater rating pressure than GO debt, which is backed
by a city's unlimited property tax pledge. Property taxes have
also been recovering more quickly than general revenues, says
Moody's.


* McGlinchey Stafford Adds Three Attorneys to Florida Offices
-------------------------------------------------------------
McGlinchey Stafford on May 14 announced the addition of three new
attorneys to the firm's Florida offices.  Mizell Campbell Jr. and
Jennifer Chapkin have joined the firm in Fort Lauderdale, and
Elizabeth "Betsy" Haslett has joined the Jacksonville office.  In
less than three years' time, McGlinchey Stafford's presence in
Florida has grown to eighteen attorneys -- 9 in Fort Lauderdale
and 9 in Jacksonville.  The firm opened an office in Jacksonville
in 2010 and in Fort Lauderdale in 2011.

Mizell Campbell Jr. has joined the firm as an Associate in the
Fort Lauderdale office where he represents clients in commercial
litigation and consumer financial services litigation involving
contested mortgage foreclosures, real estate, RESPA, TILA and
FDCPA claims, bankruptcy and creditors' rights.  Mr. Campbell
earned his Juris Doctor degree from the University of Miami School
of Law in 2000 (cum laude).  He also received a Bachelor of
Science degree from Florida State University in 1998.

Jennifer Chapkin has joined the firm as an Associate in the Fort
Lauderdale office and focuses her practice on commercial
litigation and consumer financial services litigation matters
involving bankruptcy and creditors' rights, RESPA, TILA and FDCPA
claims, contested mortgage foreclosures and real estate.  Ms.
Chapkin earned her Juris Doctor degree from Nova Southeastern
University Shepard Broad Law Center in 2008.  She also holds a
Bachelor of Arts degree from the University of Central Florida,
which she received in 2003.

Elizabeth "Betsy" Haslett has joined the firm as an Associate in
the Jacksonville office where she handles commercial litigation
and consumer financial services litigation.  Ms. Haslett
represents clients in litigation involving contested foreclosures,
FDCPA, TILA and RESPA claims, title claims and other real estate
issues, creditors' rights and general commercial litigation
matters.  She received her Juris Doctor degree from Florida
Coastal School of Law in 2008 (cum laude).  She also holds a
Master's Certificate and Bachelor of Arts degree from Florida
State University (cum laude).

"As McGlinchey Stafford continues to grow to meet the needs of our
clients located in Florida, we are excited to add these three
outstanding attorneys to our team," said Mark New, head of the
firm's Florida offices.

                    About McGlinchey Stafford

McGlinchey Stafford -- http://www.mcglinchey.com-- is a full-
service law firm providing innovative legal counsel to business
clients nationwide.  Guiding clients wherever business and law
intersect, McGlinchey Stafford attorneys are based in eleven
offices in California, Florida, Louisiana, Mississippi, New York,
Ohio and Texas.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Chan Chung
   Bankr. C.D. Cal. Case No. 13-14056
      Chapter 11 Petition filed May 7, 2013

In re Marcelino Tepeque
   Bankr. C.D. Cal. Case No. 13-13168
      Chapter 11 Petition filed May 7, 2013

In re Marshall Sanders
   Bankr. C.D. Cal. Case No. 13-14049
      Chapter 11 Petition filed May 7, 2013

In re Southern California Communications, Inc.
        aka SCC
   Bankr. C.D. Cal. Case No. 13-22010
     Chapter 11 Petition filed May 7, 2013
         See http://bankrupt.com/misc/cacb13-22010.pdf
         represented by:  Jiyoung Kym, Esq.
                         Law Offices of Jiyoung Kym
                         E-mail: jkym@yahoo.com

In re Michael Orecchio
   Bankr. S.D. Fla. Case No. 13-20697
      Chapter 11 Petition filed May 7, 2013

In re Caldwell Camden LLC
   Bankr. N.D. Ga. Case No. 13-60097
     Chapter 11 Petition filed May 7, 2013
         Filed pro se

In re Kristopher Rogers
   Bankr. N.D. Ga. Case No. 13-60292
      Chapter 11 Petition filed May 7, 2013

In re Ruben Franchini
   Bankr. N.D. Ill. Case No. 13-19382
      Chapter 11 Petition filed May 7, 2013

In re Diana Covarrubias
   Bankr. D. Nev. Case No. 13-14005
      Chapter 11 Petition filed May 7, 2013

In re Martin Shat
   Bankr. D. Nev. Case No. 13-13979
      Chapter 11 Petition filed May 7, 2013

In re Mercury Delivery Service, Inc.
   Bankr. E.D.N.Y. Case No. 13-42796
      Chapter 11 Petition filed May 7, 2013
          See http://bankrupt.com/misc/nyeb13-42796p.pdf
          See http://bankrupt.com/misc/nyeb13-42796c.pdf
          represented by: Gary C Fischoff, Esq.
                          Berger, Fischoff & Shumer, LLP
                          E-mail: gfischoff@sfbblaw.com

In re Main Street Connect LLC
        dba Daily Voice
   Bankr. S.D.N.Y. Case No. 13-22729
      Chapter 11 Petition filed May 7, 2013
          See http://bankrupt.com/misc/nysb13-22729.pdf
          represented by: Scott S. Markowitz, Esq.
                          Tarter Krinsky & Drogin LLP
                          E-mail: smarkowitz@tarterkrinsky.com

In re Leslie Wenninger
   Bankr. W.D. Okla. Case No. 13-12117
      Chapter 11 Petition filed May 7, 2013

In re Thrifty Resellers, Inc.
   Bankr. E.D. Tex. Case No. 13-41197
      Chapter 11 Petition filed May 7, 2013
          See http://bankrupt.com/misc/txeb13-41197.pdf
          represented by: Eric A. Liepins, Esq.
                          E-mail: eric@ealpc.com

In re Distinctive Brands, Inc.
   Bankr. D. Colo. Case No. 13-17780
     Chapter 11 Petition filed May 8, 2013
         See http://bankrupt.com/misc/cob13-17780.pdf
         represented by: Jeffrey Weinman, Esq.
                         WEINMAN & ASSOCIATES, P.C.
                         E-mail: jweinman@epitrustee.com

In re Bullocks Express Transportation, Inc.
   Bankr. D. Colo. Case No. 13-17784
     Chapter 11 Petition filed May 8, 2013
         See http://bankrupt.com/misc/cob13-17784.pdf
         represented by: Harvey Sender, Esq.
                         SENDER WASSERMAN WADSWORTH, P.C.
                         E-mail: Sendertrustee@sendwass.com

In re Valhalla Properties, LLC
   Bankr. M.D. Fla. Case No. 13-06106
     Chapter 11 Petition filed May 8, 2013
         See http://bankrupt.com/misc/flmb13-06106.pdf
         represented by: Leon A. Williamson, Jr., Esq.
                         LEON A. WILLIAMSON, JR., P.A.
                         E-mail: leon@lwilliamsonlaw.com

In re Alfred Jones
   Bankr. N.D. Ga. Case No. 13-60313
      Chapter 11 Petition filed May 8, 2013

In re August Mauro
   Bankr. N.D. Ill. Case No. 13-19447
      Chapter 11 Petition filed May 8, 2013

In re Theodore Mazola
   Bankr. N.D. Ill. Case No. 13-19450
      Chapter 11 Petition filed May 8, 2013

In re Louisiana Undertaking Company Inc.
   Bankr. E.D. La. Case No. 13-11257
     Chapter 11 Petition filed May 8, 2013
         See http://bankrupt.com/misc/laeb13-11257.pdf
         represented by: Leo D. Congeni, Esq.
                         CONGENI LAW FIRM, LLC
                         E-mail: leo@congenilawfirm.com

In re Donald Driggs
   Bankr. D. Minn. Case No. 13-42355
      Chapter 11 Petition filed May 8, 2013

In re Manuel Martinez
   Bankr. D Nev. Case No. 13-14024
      Chapter 11 Petition filed May 8, 2013

In re 07-001 Kingman Business Trust
   Bankr. D. Nev. Case No. 13-14042
     Chapter 11 Petition filed May 8, 2013
         See http://bankrupt.com/misc/nvb13-14042.pdf
         represented by: Timothy P. Thomas, Esq.
                         LAW OFFICES OF TIMOTHY P. THOMAS, LLC
                         E-mail: tthomas@tthomaslaw.com

In re John Pueshel
   Bankr. D. N.J. Case No. 13-20162
      Chapter 11 Petition filed May 8, 2013

In re Amore Pizza Of Greenwich Village, Inc.
   Bankr. S.D.N.Y. Case No. 13-11511
     Chapter 11 Petition filed May 8, 2013
         See http://bankrupt.com/misc/nysb13-11511.pdf
         represented by: Alla Kachan, Esq.
                         LAW OFFICES OF ALLA KACHAN, P.C.
                         E-mail: alla@kachanlaw.com

In re Steven Gaines
   Bankr. W.D. Tex. Case No. 13-60443
      Chapter 11 Petition filed May 8, 2013

In re Chong Kim
   Bankr. W.D. Wash. Case No. 13-14273
      Chapter 11 Petition filed May 8, 2013

In re Haydeh Sharifi
   Bankr. W.D. Wash. Case No. 13-14280
      Chapter 11 Petition filed May 8, 2013



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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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