TCR_Public/130523.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 23, 2013, Vol. 17, No. 141

                            Headlines

1250 OCEANSIDE: Has Authority to Hire Rick Robinson as CRO
1250 OCEANSIDE: Seeks Extension of Lot Purchase Maturity Date
1250 OCEANSIDE: Has Authority to Employ Carlsmith Ball as Counsel
143-159 CLASSON: MRC Buys Defaulted Note on Condo
146-148 CORTLANDT: Voluntary Chapter 11 Case Summary

1ST GPS INC: Updated Case Summary & Unsecured Creditors
200 WEA: Case Summary & 6 Unsecured Creditors
56 WALKER: Case Summary & 13 Unsecured Creditors
ACTIVECARE INC: Incurs $2.4 Million Net Loss in March 31 Quarter
ADVANCED MEDICAL: Incurs $605,500 Net Loss in First Quarter

AEON LLC: Appeals Court Says $3,173 Transfer to APM Was Fraudulent
AEROGROW INTERNATIONAL: Justin Borus Held 18% Stake at May 31
AHERN RENTALS: Hearing Today on Payment of Commitment Fees
AIR MEDICAL: Moody's Retains 'B2' CFR over Dividend Announcement
AIR MEDICAL: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable

ALPHA PARTNERS: Curtis Castillo Approved as Bankruptcy Counsel
ALPHA PARTNERS: Frost Bank Wants Case Dismissal
AMARU INC: To Restate Previously Filed Periodic Reports
AMERICAN BUILDERS: S&P Assigns BB- CCR & Rates $1.25BB Loan BB+
AMERICAN PETRO-HUNTER: Delays Form 10-Q for First Quarter

APPLIED DNA: Incurs $3.1 Million Net Loss in March 31 Quarter
ASSURED PHARMACY: Incurs $1.1 Million Net Loss in 1st Quarter
ATP OIL: Asset Sale Evidentiary Hearing Continued to June 4
ATP OIL: Statutory Lien Holders Withdraw Notices of Examination
ATP OIL: Locke Lord Represents Creditors; SEACOR Substitutes Atty.

ATWATER REDEVELOPMENT: Moody's Lowers Rating on Bonds to 'Ba2'
AUTO-SWAGE PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
AXION INTERNATIONAL: Incurs $7.3MM Net Loss in First Quarter
BIOFUELS POWER: Delays Form 10-Q for First Quarter
BLUE COAT: Moody's Assigns 'B2' Rating to New $700MM Debt

BLUE COAT: S&P Rates $25MM Revolver Debt & $675 Term Loan 'BB-'
BLUE SPRINGS: Ford Motor Financing Increased to $1 Million
BOMBARDIER INC: Moody's Says SkyWest Order is Credit Negative
BOOMERANG SYSTEMS: Delays Form 10-Q for First Quarter
CARESTREAM HEALTH: S&P Puts 'B+' CCR on CreditWatch Negative

CASALE MARBLE: Case Summary & 20 Largest Unsecured Creditors
CATASYS INC: Reports $2.6 Million Net Income in First Quarter
CBS I LLC: May 29 Status Hearing on Plan Disclosures
CENTENNIAL BEVERAGE: Selling Remaining Assets to Cheers Spirits
CENTRAL ENERGY: Incurs $485,000 Net Loss in First Quarter

CENTRAL EUROPEAN: Court OKs Hiring of Bankruptcy Professionals
CENTRAL EUROPEAN: U.S. Trustee Unable to Form Creditors Committee
CHARTIS EXCESS: U.S. Court Recognizes Irish Proceedings
CHEYENNE HOTEL: Can Employ Hunter Realty as Listing Agent
CHRYSLER GROUP: Two Summary Judgment Bids on Dealer LOIs Denied

CINEMARK USA: Moody's Rates New $530MM Sr. Unsecured Notes 'B2'
CINEMARK USA: S&P Assigns 'BB-' Rating to $530MM Senior Notes
CJI LLC: Case Summary & 5 Largest Unsecured Creditors
CLEAR CHANNEL: Commences Private Offer for 10.75% Senior Notes
COATES INTERNATIONAL: Incurs $805,800 Net Loss in First Quarter

COMMSCOPE HOLDING: Senior Unsecured Notes Get Moody's Caa1 Rating
COMMUNICATION INTELLIGENCE: Incurs $1.2 Million Net Loss in Q1
COMMUNITY HOME: Court OKs Deal on Use of Cash Collateral
COOPER-BOOTH: Succumbs to Ch. 11 After Cigarette Smuggling Probe
COOPER-BOOTH: Taps Maschmeyer as Bankruptcy Counsel

COOPER-BOOTH: Proposes ESBA as Financial Advisor
CYCLONE POWER: Incurs $668,800 Net Loss in First Quarter
DAIS ANALYTIC: Incurs $306,000 Net Loss in First Quarter
DBSI INC: Goldsmith's Motions in Litigation Trustee's Suit Denied
DERBY DEVELOPMENT: Court Says Architect's Mechanic Lien Not Valid

DOLPHIN DIGITAL: Delays Form 10-Q for First Quarter
DR TATTOFF: Incurs $1.2 Million Net Loss in First Quarter
EARTHBOUND HOLDINGS: S&P Revises Outlook & Affirms 'B-' CCR
ECO BUILDING: Delays Form 10-Q for First Quarter
EGPI FIRECREEK: Delays First Quarter Form 10-Q for Review

EPAZZ INC: Delays First Quarter Form 10-Q to Complete Review
FLAT OUT: Authorized to Implement Employee Retention Program
FISHER ISLAND: June 20 Hearing on Show Cause and Case Dismissal
FOREVERGREEN WORLDWIDE: Delays Form 10-Q for First Quarter
GABRIEL TECHNOLOGIES: Qualcomm Inc. Wants Case Converted to Ch.7

GATZ PROPERTIES: Long Island Golf Course Has $6MM Opening Bid
GENELINK INC: Incurs $353,700 Net Loss in First Quarter
GGW BRANDS: Trustee to Sue for Ownership of Girls Gone Wild Name
GLOBE ENERGY: Moody's Assigns B2 Rating to New $350MM Term Loan
GLOBE ENERGY: S&P Assigns 'B' CCR & Rates $350MM Loan Due 2019 'B'

GOSPEL RESCUE: Ordered to File Affidavits on 5 Claim Objections
GREEN EARTH: Incurs $2.2 Million Net Loss in March 31 Quarter
HAMPTON CAPITAL: May 30 Hearing on Private Sale
HEALTHWAREHOUSE.COM INC: Karen Singer Held 8.3% Stake at May 7
HEALTHWAREHOUSE.COM INC: Lloyd Miller Owned 8.3% Stake at May 7

HIGHWAY TECHNOLOGIES: Sale Falls Apart, Files Ch.11 to Liquidate
HOLLYFRONTIER CORP: S&P Raises Corp. Credit Rating From 'BB+'
HORNE INTERNATIONAL: Delays Q1 Form 10-Q, Expects $217,000 Loss
HYPERTENSION DIAGNOSTICS: Had $628,500 Net Loss in March 31 Qtr.
ICEWEB INC: Incurs $2.1 Million Net Loss in March 31 Quarter

IEC ELECTRONICS: Gets NYSE MKT Listing Non-Compliance Notice
IN PLAY: Claims Due June 10; No Official Committee Formed
INERGETICS INC: Incurs $2 Million Net Loss in First Quarter
INTELSAT JACKSON: S&P Assigns 'B' Rating to $2BB Senior Notes
INTERNATIONAL LEASE: Fitch to Rate Senior Unsecured Notes 'BB'

INTERNTAIONAL LEASE: Moody's Rates Floating Rate Notes 'Ba3'
IZEA INC: Incurs $883,800 Net Loss in First Quarter
J.C. PENNEY: Term Loan Upsize No Impact on Fitch's 'BB-' Rating
J.C. PENNEY: $500MM Loan Increase No Impact on Moody's 'Caa1' CFR
J.C. PENNEY: S&P Lowers Rating on Senior Secured Term Loan to 'B-'

K-V PHARMACEUTICAL: Seeks More Time to Improve Plan Proposals
KESTREL TECHNOLOGIES: RAPTr Sold for $1.5 Million Cash
KIDSPEACE CORP: Nonprofit Files Ch. 11 to Restructure Bonds
LA FRONTERA: S&P Assigns 'BB-' Rating to $1.15BB Term Loan B
LAKELAND INDUSTRIES: In Financing Talks; Gets Nasdaq Notice

LATTICE INC: Incurs $116,800 Net Loss in First Quarter
LYON WORKSPACE: Creditors Have Until June 28 to File Claims
MAJESTIC STAR: S Corp. Status Isn't Property for Bankr. Purposes
MALUHIA DEVELOPMENT: U.S. Trustee Seeks Chapter 7 Conversion
MIDSTATES PETROLEUM: S&P Affirms B- Rating to Sr. Unsecured Notes

MMODAL INC: S&P Raises Corp. Credit Rating to 'B'; Outlook Stable
MONTANA ELECTRIC: Cash Collateral Use Further Extended
MONTANA ELECTRIC: Trustee Taps Eide Bailly as Accountants
MOUNTAINEER GAS: Fitch Hikes Issuer Default Rating to 'BB+'
NAMCO LLC: Plan Offers to Pay Creditors in Installments

NEFF RENTAL: S&P Revises Outlook to Positive & Affirms 'B' CCR
NNN 3500: U.S. Bank Balks at Bid for Aug. 27 Exclusivity Extension
NORSE ENERGY: Land Owners Sue Over Force Majeure
OVERLAND STORAGE: Business Combination with Tandberg Proposed
PACIFIC THOMAS: Ch.11 Trustee Taps California Capital as Broker

PACIFIC THOMAS: Ch.11 Trustee Hires DSI as Consultant
PF CHANG: S&P Revises Outlook to Negative & Affirms 'B' CCR
PICACHO HILLS: Receiver Directed to Complete Liquidation Sale
PLC SYSTEMS: Incurs $7.8 Million Net Loss in First Quarter
PWK TIMBERLAND: Files Schedules of Assets and Liabilities

RAM OF EASTERN N.C.: No Creditors Committee Formed
RAM OF EASTERN N.C.: Oliver Friesen Approved as Bankruptcy Counsel
RAM OF EASTERN N.C.: Pittard Perry OK'd for Accounting Services
READER'S DIGEST: Negotiates New Lease With Landlord
REVEL AC: Completes Financial Restructuring; Exits Chapter 11

REVSTONE INDUSTRIES: Exclusive Plan Deadline Extended to July 31
ROTECH HEALTHCARE: To Continue Sale Process for Business
SCHOOL SPECIALTY: Moody's Affirms 'B3' CFR; Outlook Negative
SECUREALERT INC: Incurs $1.5 Million Net Loss in March 31 Qtr.
SELWYN RESOURCES: Project Sale Gets OK; Prepares for Liquidation

SILLER PARTNERSHIP: Texas Appeals Court Upholds Order in LPP Suit
SPRINGLEAF FINANCE: Fitch to Rate New $250MM Unsecured Notes 'CCC'
SUNRISE REAL ESTATE: Delays Form 10-Q for First Quarter
SUNSTONE COMPONENTS: Has Interim Access to Cash
SUNSTONE COMPONENTS: Meeting of Creditors Scheduled for June 17

T3 MOTION: Incurs $566,000 Net Loss in First Quarter
TARGETED MEDICAL: Incurs $270,000 Net Loss in First Quarter
TBSF2 LLC: Voluntary Chapter 11 Case Summary
TELKONET INC: Incurs $411,800 Net Loss in First Quarter
TEREX CORP: S&P Raises Senior Secured Notes Rating to 'BB+'

THEA BOWMAN: S&P Lowers Rating on Revenue Bonds to 'BB-'
THERMOENERGY CORP: Incurs $1.1 Million Net Loss in 1st Quarter
TITAN PHARMACEUTICALS: Posts $6MM Net Income in First Quarter
TPO HESS: Files Prepack for Quick Sale to Bang Printing
TRANS ENERGY: Incurs $2.7 Million Net Loss in First Quarter

TRANS-LUX CORP: Delays Form 10-Q for First Quarter
UNIVERSAL BIOENERGY: Delays Q1 Form 10-Q for Business Matters
UNIVERSAL HEALTH: Trustee Taps Kapila & Company as Accountants
UNIVERSAL HEALTH: Trustee Taps Trenam Kemker as Special Counsel
UNIVERSAL SOLAR: Delays Form 10-Q for First Quarter

US AIRWAYS: Fitch Assigns 'B-' Rating to $400MM Unsecured Notes
US AIRWAYS: S&P Assigns 'CCC+' Rating to Senior Unsecured Notes
US FOODS: S&P Assigns 'B-' Rating to $2.1BB Sr. Secured Term Loan
VALLEYCREST COMPANIES: Moody's Rates $265MM Term Loan 'B3'
VANTAGE ONCOLOGY: Moody's Rates $250MM Sr. Secured Notes 'B2'

VELATEL GLOBAL: Delays Form 10-Q for First Quarter
VENTANA 20/20: Has Deal with East West; Case Dismissed
VERMILLION INC: Incurs $2.5 Million Net Loss in First Quarter
VINTAGE CONDOMINIUM: Condos, Bank in Fight for Control
VUZIX CORP: Incurs $936,000 Net Loss in First Quarter

WAVE SYSTEMS: Registers 1.8 Million Class A Shares with SEC
WELCH ENTERPRISES: Bankruptcy Administrator Wants Case Dismissed
WIRECO WORLDGROUP: S&P Puts 'B+' CCR on CreditWatch Negative
WORLD SURVEILLANCE: Incurs $517,000 Net Loss in First Quarter

* S&P Raises Rating on 3 Natural Gas Prepay Transactions
* Settlements Prompt Moody's to Lift Ratings on MBIA Entities
* Canadian Life Insurers Reap Rewards of Wealth Management Sales

* ILR Applauds Passage of Asbestos Trust Transparency Bill
* National Credit Default Rates Down in April 2013, Report Shows
* Uptick in REIT Conversions Drive Concerns Over REIT Status

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********

1250 OCEANSIDE: Has Authority to Hire Rick Robinson as CRO
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii authorized
1250 Oceanside Partners, et al., to employ G. Rick Robinson as
chief restructuring officer for a limited period of six months
from and after an order approving the employment application.

Mr. Robinson will be paid $15,000 per month, plus general excise
tax, and will be reimbursed for all travel and other necessary
expenses.  In the event an order confirming the Debtors'
reorganization plan is entered during the six-month period of Mr.
Robinson's retention, he will be paid a bonus of $25,000.

                   About 1250 Oceanside Partners

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

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

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

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


1250 OCEANSIDE: Seeks Extension of Lot Purchase Maturity Date
-------------------------------------------------------------
1250 Oceanside Partners is a Hawaii limited partnership which was
formed to develop a luxury residential and recreational community
located in Kona on the Island of Hawaii.  Oceanside's principal
development project is commonly known as Hokuli'a or the Hokuli'a
Project.  The Hokuli'a development includes an 18-hole golf
course, which has been completed and is in operation, and related
facilities, an approximately 140-acre shoreline park, a trail
system, and approximately 665 single family residential and
residential/agricultural lots, ranging in size from one to three
acres.

Subdivision approval of the initial phase of the Hokuli'a Project
was obtained in 1999, and sales of lots commenced.  Soon
thereafter, Oceanside encountered various setbacks and
complications, chief among which was a lawsuit filed in 2000 by
certain individuals and a non-profit organization seeking to stop
development of the project as planned.  The plaintiffs in the
lawsuit, known as the "Kelly Litigation," were successful, and, in
September 2003, further development of the project was permanently
enjoined.  Pursuant to a settlement agreement with the plaintiffs,
entered into in 2006, the injunction was lifted and development
was allowed to proceed, but other events, including a separate
lawsuit relating to a "bypass highway" that Oceanside was
obligated to construct, a five-year economic recession, and an
unexpectedly weak real estate market continued to frustrate
Oceanside's development plans, and the project remains unfinished.

Although Oceanside's development plans were significantly
frustrated, over two hundred lots were sold to third-party
purchasers.  Many of the sales were financed through "carry back"
(purchase money) notes and mortgages in favor of Oceanside.  The
Carryback Notes generally had 10 year terms with a 30-year
amortization schedule.

Oceanside pledged many (possibly all) of the Carryback Notes and
Mortgages as they arose to Finova Capital Corporation to secure
additional financing for the Hokuli'a Project.  Pursuant to (i) a
Loan and Security Agreement between Oceanside and Textron
Financial Corporation, and (ii) a Release and Reconveyance and
Assignment of Installment Notes and Mortgages between Oceanside,
Textron, and the successor-in-interest of Finova Capital
Corporation, both dated June 29, 2006, the security interests in
the then-existing Carryback Notes and Mortgages were assigned to
Textron, and Textron agreed to provide Oceanside with further
financing secured by qualifying Carryback Notes and Mortgages
arising thereafter.  On June 26, 2008, Textron notified Oceanside
of certain alleged events of default and declared the entire
outstanding balance of the debt immediately due and payable. In
January, 2013, Textron assigned all its interest in the pledged
Carryback Notes and Mortgages to Sun Kona Finance II, LLC.

Beginning no later than November, 2003, and continuing through
2012, Oceanside has approved various requests from lot buyers to
extend note maturity dates.  Lot buyers for whom extension
requests have been granted must continue to make quarterly
payments of principal and interest on the same 30-year
amortization schedule as provided in the Carryback Notes, but the
date of the final balloon payment was extended.  Although those
requests have in the past been conditioned upon a principal
reduction payment from the lot owner, Oceanside seeks authority
from the U.S. Bankruptcy Court for the District of Hawaii to grant
extensions with or without requiring those payments, in its
business discretion.

Only five Carryback Note obligors are currently making payments.
Of these five, one has a balloon payment coming due in June of
this year, and three balloon payments will come due next year.  An
extension request is currently pending from Holua Kai, LLC, the
owner of Lot 204.

Accordingly, Oceanside seeks the Court's authority to grant the
request by the owner of Lot 204.  Furthermore, Oceanside requests
that the Court enter an order authorizing it to grant extensions
to other obligors on Carryback Notes on the same terms; namely,
that any extension will be for no longer than one year at a time,
will be conditioned upon the obligor's not commencing any action
against Oceanside in connection with their lot purchase, and will
be disclosed in Oceanside's monthly operating reports; and
provided further that the lender to which the Carryback Notes have
been pledged consents to the extension.

A hearing on the request will be held on June 17, 2013, at 10:30
a.m.

                   About 1250 Oceanside Partners

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

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

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

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


1250 OCEANSIDE: Has Authority to Employ Carlsmith Ball as Counsel
-----------------------------------------------------------------
1250 Oceanside Partners, et al., sought and obtained authority
from the U.S. Bankruptcy Court for the District of Hawaii to
employ Carlsmith Ball, LLP, as special counsel, nunc pro tunc
March 6, 2013.

                   About 1250 Oceanside Partners

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

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

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

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


143-159 CLASSON: MRC Buys Defaulted Note on Condo
-------------------------------------------------
Madison Realty Capital (MRC), an institutionally backed commercial
real estate investment firm and asset manager specializing in
flexible debt and equity financing solutions for middle-market
transactions throughout the United States, announced the closing
of $13 million in financing for the third-party purchase of a
defaulted note.  The note, originated by Community Preservation
Corporation (CPC) and carrying an outstanding principal balance of
approximately $17 million, is secured by a condominium development
located at 143-159 Classon Avenue in the Clinton Hill section of
Brooklyn, New York.

MRC funded $9 million to the borrower at closing, and provided a
commitment for an additional $4 million of construction financing,
subject to satisfaction of various conditions.  The loan will
finance the borrower's purchase of the existing debt from CPC, as
well as construction costs needed to obtain a certificate of
occupancy for a portion of the project.

"Our track record in note purchase financing, combined with our
fully integrated real estate platform, allows us to understand the
nuances of a complicated real estate transaction such as this and
close in a relatively quick timeframe," said Josh Zegen, Co-
Founder and Managing Member of MRC.  "Both note sellers and
borrowers value the certainty of execution we bring to all
transactions.  Once again, we were able to facilitate the right
structure for this deal with a superior risk adjusted return."

The property is comprised of two contiguous residential buildings
located at 143 and 159 Classon Avenue.  143 Classon Avenue is a
five-story building containing approximately 37,492 sellable
square feet across 17 residential units.  159 Classon Avenue, also
a five-story building, contains approximately 35,210 sellable
square feet across 20 residential units. Common recreation spaces
are located in the cellar.  Tenants have use of individual storage
lockers in the sub-cellar of 143 Classon Avenue, while the sub-
cellar of 159 Classon Avenue offers parking for 18 cars.

The property broke ground in 2007 but the difficult economic
environment caused the original developers to file for bankruptcy.
The project is in various stages of completion, with 143 Classon
Avenue almost finished and 159 Classon Avenue requiring
significant construction work before receiving its final
certificate of occupancy.

                  Madison Realty Capital (MRC)

Founded in 2004, Madison Realty Capital is an institutionally
backed commercial real estate firm specializing in flexible debt
and equity financing solutions for middle-market transactions
throughout the United States.  MRC invests in the multifamily,
retail, office and industrial sectors and has completed
approximately $1 billion of transactions in 28 states to date.
MRC's vertically integrated platform encompasses origination,
servicing, asset management, property management and construction
management expertise to maximize the value of its investments.


146-148 CORTLANDT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: 146-148 Cortlandt Street, LLC
        150 Cortlandt Street, LLC
        Sleepy Hollow, NY 10591

Bankruptcy Case No.: 13-22762

Chapter 11 Petition Date: May 14, 2013

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

Judge: Robert D. Drain

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE &
                  WIEDERKEHR, LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: (914) 684-0288
                  E-mail: jpasternak@ddw-law.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Cirilo Rodriguez, managing member.


1ST GPS INC: Updated Case Summary & Unsecured Creditors
-------------------------------------------------------
Lead Debtor: 1st GPS Inc.
               dba GS Auto Body and Fiberglass
             3613 Foothill Blvd
             La Cresenta, CA 91214

Bankruptcy Case No.: 13-22675

Chapter 11 Petition Date: May 14, 2013

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

Judge: Richard M. Neiter

Debtors' Counsel: Neil C. Evans, Esq.
                  LAW OFFICES OF NEIL C EVANS
                  13351 D Riverside Dr Ste 612
                  Sherman Oaks, CA 91423
                  Tel: (818) 802-8333
                  Fax: (818) 707-8983

Estimated Assets: $0 to $50,000

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
GPSH Inc.                              13-22677
  dba Pierre Garden Restaurant
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Petros Gumrikyan, president.

A. In its list of 20 largest unsecured creditors, 1st GPS Inc
wrote only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Khachik Kesheshyan,       Alleged                $1,400,000
Shaheed Kesheshyan,       Fraudulent
Hamlet Derhovanessian,    Conveyance
c/o Michael Rubin & Assoc
18321 Ventura Blvd, Ste 815
Tarzana, CA 91356

B. In its list of 20 largest unsecured creditors, GPSH Inc wrote
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Khachik Kesheshyan,       Alleged                $1,400,000
Shaheed Kesheshyan,       Fraudulent
Hamlet Derhovanessian,    Conveyance
c/o Michael Rubin & Assoc
18321 Ventura Blvd, Ste 815
Tarzana, CA 91356


200 WEA: Case Summary & 6 Unsecured Creditors
---------------------------------------------
Debtor: 200 WEA Parking Corp.
        200 West End Avenue
        New York, NY 10023

Bankruptcy Case No.: 13-11583

Chapter 11 Petition Date: May 14, 2013

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

Debtor's Counsel: Gabriel Del Virginia, Esq.
                  LAW OFFICES OF GABRIEL DEL VIRGINIA
                  880 Third Avenue, 13th Floor
                  New York, NY 10022
                  Tel: (212) 371-5478
                  Fax: (212) 371-0460
                  E-mail: gabriel.delvirginia@verizon.net

Estimated Assets: $0 to $50,000

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

A list of the Company's six largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nysb13-11583.pdf

The petition was signed by Eric Brown, president.


56 WALKER: Case Summary & 13 Unsecured Creditors
------------------------------------------------
Debtor: 56 Walker LLC
        56 Walker Street
        New York, NY 10003

Bankruptcy Case No.: 13-11571

Chapter 11 Petition Date: May 13, 2013

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

Judge: Allan L. Gropper

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE &
                  WIEDERKEHR, LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: (914) 684-0288
                  E-mail: jpasternak@ddw-law.com

Scheduled Assets: $23,000,000

Scheduled Liabilities: $15,996,104

The petition was signed by Guy Morris, managing member.

Debtor's List of 13 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
John Morris                                       $1,750,000
c/o Jenny's Jump Drive
Austin, TX 78733

Charles Tomaselli, Esq.                           $120,000
Dickerson Tomaselli & Mullen
600 Madison Ave., Ste 2200
New York, NY 10022

NYC Department of Finance                         $54,256
345 Adams Street, 3rd Floor
Attn: Legal Affairs Division
Brooklyn, NY 11201-3719

Leonardo Labanco                                  $54,000
56 Walker Street
New York, NY 10013

Sunshine Quality                                  $30,000
Construction

Kevin McKeown                                     $29,885

Kushner Studios                                   $17,000
Architects

Advanced Plumbing                                 $17,000

AF Interiors                                      $16,000

La Reddola Lester &                               $9,316
Associates

NYC Water Board                                   $5,452

City of NY Dept                                   Unknown
Finance

John L. Sampson                                   Unknown


ACTIVECARE INC: Incurs $2.4 Million Net Loss in March 31 Quarter
----------------------------------------------------------------
ActiveCare, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.40 million on $4.84 million of total revenues for the three
months ended March 31, 2013, as compared with a net loss of $1.80
million on $180,315 of total revenues for the same period during
the prior year.

For the six months ended March 31, 2013, the Company incurred a
net loss of $6.03 million on $7.34 million of total revenues, as
compared with a net loss of $5.96 million on $349,483 of total
revenues for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $10.95
million in total assets, $17.78 million in total liabilities and
a $6.82 million total stockholders' deficit.

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

                        http://is.gd/Q6o84K

                          About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products.  The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs.  The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers.  The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.

The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.

ActiveCare incurred a net loss of $12.36 million for the year
ended Sept. 30, 2012, compared with a net loss of $7.89 million
during the prior year.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012, citing recurring
operating losses and an accumulated deficit which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


ADVANCED MEDICAL: Incurs $605,500 Net Loss in First Quarter
-----------------------------------------------------------
Advanced Medical Isotope Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $605,514 on $24,804 of revenues for
the three months ended March 31, 2013, as compared with a net loss
of $1.15 million on $48,584 of revenues for the three months ended
March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $759,271 in
total assets, $9.04 million in total liabilities and a $8.28
million total stockholders' deficit.

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

                        http://is.gd/fxbgrM

Kennewick, Washington-based Advanced Medical Isotope Corporation
is engaged in the production and distribution of medical isotopes
and medical isotope technologies that are changing the practice of
medicine and ushering in a new era of improved patient care.
Isotopes are a form of chemical element with the same atomic
number as another element but with a different atomic mass.
Medical isotopes are used in molecular imaging, therapy, and
nuclear medicine to diagnose, manage and treat diseases.

HJ & Associates, LLC, in Salt Lake City, Utah, expressed
substantial doubt about Advanced Medical's ability to continue as
a going concern following the annual results for the year ended
Dec. 31, 2012.  The independent auditors noted that the Company
has suffered recurring losses, used significant cash in support of
its operating activities and, based upon current operating levels,
requires additional capital or significant restructuring to
sustain its operation for the foreseeable future.

The Company reported a net loss of $8.6 million on $247,968 of
revenues in 2012, compared with a net loss of $2.7 million on
$393,603 of revenues in 2011.


AEON LLC: Appeals Court Says $3,173 Transfer to APM Was Fraudulent
------------------------------------------------------------------
The Appellate Division of the Supreme Court of New York, Third
Department, has upheld a ruling by the New York Supreme Court,
holding that a $3,173 transfer by Aeon LLC was both actually and
constructively fraudulent under the Debtor and Creditor Law.

In 2008, a $54,000 money judgment was rendered against Aeon LLC in
favor of Beatrice Bernasconi.  Aeon didn't satisfy the judgment
and filed for bankruptcy in April 2010.  Thereafter, Aeon Property
Management LLC or APM incurred expenses to improve a property
managed by APM and owned by Aeon at 727 West Court Street in the
City of Ithaca, Tompkins County.  When the bankruptcy court
ordered that Aeon's bankruptcy case be dismissed on Jan. 21, 2011,
but before the order of dismissal was entered the next day, Aeon
transferred its entire remaining bank balance of $3,173 to APM's
bank account.

Ms. Bernasconi then commenced a proceeding to set aside the
transfer as fraudulent.  The NY Supreme Court found that the
transfer was indeed fraudulent.

In an April 11, 2013 Memorandum and Order, the Appeals Court noted
that a close relationship exists between the parties to the
transfer as Cynthia Yahn is the sole member and manager of both
AEON and APM.  "She clearly made the transfer in immediate
response to the Bankruptcy Court's order of dismissal with full
knowledge of Aeon's outstanding debt to petitioner and, following
the transfer, she remained in control of the property through her
control of APM," the Appeals Court said.

"Yahn's decision to incur various expenses for repairs to property
owned by Aeon during the pendency of its bankruptcy petition and
while it was insolvent is sufficient to establish that the
transfer immediately following the dismissal of the bankruptcy
petition was not made in good faith and, therefore, was made
without fair consideration," the Appeals Court opined.

The lack of fair consideration, Aeon's insolvency at the time that
the transfer was made and the unsatisfied judgment in favor of
petitioner conclusively establish that the transfer was
constructively fraudulent, the Appeals Court concluded.

The appeal is In the Matter of BEATRICE BERNASCONI, Respondent,
v. AEON, LLC, et al., Appellants, Case No. 514550 (N.Y. App.
Div.).  A copy of the Appeals Court's April 11, 2013 Memorandum
and Order is available at http://is.gd/L6gLFqfrom Leagle.com.

Sharon M. Sulimowicz, Esq. -- sharon@smsattorneyatlaw.com --
represent the Appellants.

Edward Y. Crossmore, Esq. -- ruth@crossmore.com -- of The
Crossmore Law Office represents the Respondent.


AEROGROW INTERNATIONAL: Justin Borus Held 18% Stake at May 31
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Justin B. Borus and his affiliates disclosed
that, as of March 31, 2013, they beneficially owned 1,075,911
shares of common stock of AeroGrow International, Inc.,
representing 18.2% of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/VnOLJk

                          About AeroGrow

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

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


AHERN RENTALS: Hearing Today on Payment of Commitment Fees
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ahern Rentals Inc. is arranging $740 million in
financing, enough to pay off about $270 million in junior secured
financing and avoid a court fight requiring a judge to decide
between the reorganization proposed by the company and the junior
lenders' competing plan.

The company wants the bankruptcy judge in Reno, Nevada, to hold a
hearing May 23 for approval to pay $20 million commitment fees to
Jefferies Finance LLC for locking in the newest piece of
financing, a $415 million secured bridge loan.

The court is already scheduled at the May 23 hearing to approve
commitment fees for $495 million in financing required for
approval of the equipment-rental firm's Chapter 11 plan.

Ahern says it will go ahead with the hearing for paying about
$3 million in fees to Bank of America NA, Merrill Lynch Pierce
Fenner & Smith Inc. and Jefferies for a $350 million asset-backed
loan.

Originally, Ahern intended for the court May 23 to approve $5.68
million in fees for a $145 million term loan commitment with
Jefferies and Husky Finance Holdings LLC.  With the advent of the
new $415 million in financing, Ahern says it will drop the
Jefferies-Husky loan and not pay the associated fee.

The new $415 million Jefferies loan will enable Ahern when the
plan becomes effective to pay off the second-lien debt as well as
an existing term loan.

Paying off the second-lien debt would avoid a confirmation fight
because the junior lenders voted as a class against Ahern's plan,
meaning that it could only be approved using the so-called
cramdown process.

The new loans in total would enable Ahern to pay off about
$216 million projected to be outstanding on the loan financing the
Chapter 11 case and $111.5 million on the term loan, along with
the junior secured loan.

The creditors' committee is generally supportive of paying
the commitment fees, although it wants the new Jefferies
commitment extended into July in case there is a protracted
fight during Plan confirmation.

                        About Ahern Rentals

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

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

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

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

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

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

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

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

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

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

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

Plan confirmation hearing is set to begin in June.


AIR MEDICAL: Moody's Retains 'B2' CFR over Dividend Announcement
----------------------------------------------------------------
Moody's Investors Service affirmed Air Medical Group Holdings,
Inc.'s B2 Corporate Family Rating following the announcement that
its indirect parent holding company, Air Medical Holdings, LLC,
plans to fund a one-time dividend to shareholders with proceeds
from a proposed $200 million HoldCo contingent cash pay term loan
due 2018.

Moody's assigned a Caa1 to the proposed unsecured HoldCo
contingent cash pay term loan. At the same time, Moody's affirmed
the B2 ratings on the company's $260 million senior secured term
loan B-1 due 2018, $40 million senior secured term loan B-2 due
2015, and $490.5 million senior secured notes due 2018. The rating
outlook is stable.

The affirmation of Air Medical's B2 Corporate Family Rating
reflects Moody's view that the company is weakly positioned in the
B2 rating category pro forma for the dividend, but that
profitability growth over the next 12 to 18 months will strengthen
credit metrics to levels that are more appropriate for the rating.
Pro forma for the transaction, debt/EBITDA increases to roughly
6.1 times compared to 5.0 times for the twelve month period ended
March 31, 2013. The expansion of bases coupled with a moderate
amount of growth in organic same-base flight volumes should
generate enough incremental earnings to reduce adjusted
debt/EBITDA to below 5.5 times.

The Caa1 assigned to Air Medical Holdings, LLC's HoldCo contingent
cash pay term loan considers its structural subordination to all
liabilities at Air Medical Group Holdings, Inc., including a $125
million asset based revolver (not rated; to be upsized from $100
million), $260 million term loan B-1, $40 million term loan B-2,
and $490.5 million senior secured notes. The HoldCo contingent
cash pay term loan will be a senior unsecured obligation of Air
Medical Holdings, LLC and will not be guaranteed by Air Medical
Group Holdings, Inc. or any of its subsidiaries. The company will
be required to pay interest in cash so long as there is restricted
payment capacity available under the credit agreement. If not, the
company will have the option to pay interest in kind (PIK) at a
rate of 0.75% higher than the cash interest rate.

Rating assigned:

Air Medical Holdings, LLC:

$200 million HoldCo cash pay term loan due 2018 at Caa1 (LGD 6,
92%)

Ratings affirmed/LGD assessments revised:

Air Medical Group Holdings, Inc.:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$260 million senior secured B-1 term loan due 2018, to B2 (LGD 3,
44%) from B2 (LGD 4, 55%)

$40 million senior secured B-2 term loan due 2015, to B2 (LGD 3,
44%) from B2 (LGD 4, 55%)

$490.5 million 1st lien senior secured notes due 2018, to B2 (LGD
3, 44%) from B2 (LGD 4, 55%)

The rating on the HoldCo contingent cash pay term loan is subject
to review of final documentation. Upon completion of the
transaction, the Corporate Family and Probability of Default
ratings will be moved to Air Medical Holdings, LLC from Air
Medical Group Holdings, Inc.

Ratings Rationale:

Air Medical's B2 Corporate Family Rating reflects its high pro
forma leverage of approximately 6 times along with Moody's
expectation that leverage will remain above 5.0 times over the
next 12 to 18 months, as the company utilizes cash flow to fuel
the expansion of its bases into new geographic regions rather than
reducing debt. The rating is also constrained by the company's
relatively small absolute size and high bad debt expense,
principally tied to the self-pay portion of Air Medical's
revenues. The rating also reflects aggressive financial policies,
evidenced by the special dividend to shareholders, funded with
$200 million of incremental debt. Partially offsetting these risk
factors are the company's historically solid EBITDA margins and
its strong market position as the largest independent provider of
community-based air ambulance services in the United States.

The stable ratings outlook reflects Moody's expectation that
modest earnings improvement and free cash flow generation should
enable Air Medical's key credit metrics to improve at a pace that
strengthens its positioning within the B2 rating category.

An upgrade is unlikely in the near term given high financial
leverage and aggressive financial policies. Over the medium term,
Air Medical's ratings could be upgraded if it generates more
robust earnings and cash flow from operations through increase in
scale and profitability, and the company reduces leverage such
that adjusted total debt to EBITDA approaches 4.0 times on a
sustainable basis.

Air Medical's ratings could be downgraded if the company continues
an aggressive pace of financial policies and shareholder-friendly
initiatives, if the company undertakes a significant acquisition
which increases execution risks, or if leverage increases such
that debt-to-EBITDA leverage increases above 6.0 times on a
sustained basis. In addition, the ratings could be downgraded if
liquidity materially deteriorates. A material upsizing of the
proposed Holdco term loan could lead to a negative outlook or
downgrade.

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

Headquartered in Lewisville, Texas, Air Medical is the largest
independent provider of air medical services in the world,
operating through subsidiaries, Air Evac Lifeteam, Med-Trans
Corporation, EagleMed, Reach Air Medical Services, and AirMedCare,
which collaborate with leading hospital systems, medical centers
and EMS agencies to offer access to emergency medical care. As of
March 26, 2013, the company operated a fleet of 244 helicopters
and airplanes, providing services from 204 bases across 27 states
in the United States. The company is majority owned by financial
sponsor Bain Capital Partners, LLC. For the twelve months ended
March 31, 2013, Air Medical's generated revenues were
approximately $561 million.


AIR MEDICAL: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Rating Services said it assigned Lewisville,
Texas-based Air Medical Holdings LLC its 'B' corporate credit
rating.  The outlook is stable.  In conjunction with this
assignment, S&P withdrew its 'B' corporate credit rating on Air
Medical Group Holdings, a wholly owned subsidiary of Air Medical
Holdings LLC.

At the same time, S&P assigned Air Medical Holdings LLC's
contingent cash pay term loan an issue-level rating of 'CCC+',
with a recovery rating of '6', indicating S&P's expectation for
negligible (0%-10%) recovery in the event of a payment default.

"Standard & Poor's Ratings Services' ratings on Air Medical
Holdings LLC reflect its "highly leveraged" financial risk profile
based on its debt-to-EBITDA ratio of about 6x and modest
expectations of free cash flow," said credit analyst Lucy
Patricola.  "The company's "weak" business risk profile reflects
its narrow business focus on emergency air transportation,
exposure to reimbursement risk, and limited size and diversity."

S&P's stable rating outlook reflects its expectations that Air
Medical will manage its expansion plans as S&P had expected and
sustain current operating trends such that debt leverage remains
above 5x and cash flow is modestly positive.  The rating includes
tolerance for some volatility around S&P's base case because of
external factors such as weather and uncompensated care.

S&P could raise ratings if the company's revenue and earnings
growth accelerate so that debt-leverage, adjusted for operating
leases, approaches 4.5x and free cash flow becomes more robust.
At current debt levels, Air Medical would achieve these credit
measures if EBITDA expands by about 30% and stays at that level.
However, S&P believes it is more likely to achieve this leverage
target by paying down debt.

S&P could lower the ratings if liquidity becomes constrained such
that revolver availability and cash on hand fall below
$10 million.  This could result from drastic changes in either
reimbursement (likely commercial), FAA regulations that increase
costs, or overly rapid expansion.


ALPHA PARTNERS: Curtis Castillo Approved as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Alpha Partners, Ltd., to employ Curtis | Castillo PC as
counsel.

The firm's Mark A. Castillo and Joshua L. Shepherd will lead the
engagement.

The compensation to be paid the firm will be based upon the hourly
rates charged in bankruptcy and non-bankruptcy matters by its
respective attorneys and legal assistants for legal services
rendered.

The firm's rates are:

         Professional                   Rates
         ------------                   -----
        Mark A. Castillo                 $415
        Joshua L. Shepard                $250

        Clerk                          $95 to $150
        Paralegal                     $175 to $350

On Jan. 21, 2013, James T. Maxwell, a limited partner of the
Debtor and the president of the Debtor's general partner, ZVN,
Inc., initiated the process to wire a prepaid retainer to the
firm, on behalf of the Debtor, in the amount of $15,000.

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

A hearing on the application is set for March 20, 2013, at 1:15
p.m.

The Debtor said it has sought bankruptcy relief to obtain the
breathing spell afforded by Section 362 of the Bankruptcy Code so
that it may analyze its options and utilize the bankruptcy forum
for the orderly and efficient reorganization or liquidation of its
assets and work towards satisfaction of its outstanding
obligations.

                       About Alpha Partners

Alpha Partners, Ltd., filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 13-30266) on Jan. 21, 2013.  Judge Barbara J. Houser
presides over the case.  Curtis Castillo, P.C., serves as the
Debtor's counsel.  The Debtor disclosed $13,203,582 in assets and
$25,071,428 in liabilities as of the Chapter 11 filing.


ALPHA PARTNERS: Frost Bank Wants Case Dismissal
-----------------------------------------------
Frost Bank is seeking dismissal of the Chapter 11 case of Alpha
Partners, Ltd.

Frost, a creditor and party-in-interest, explained that the case
can serve no benefit to any of the parties-in-interest.  As a
passive holding company, the Debtor has no employees, conducts no
active business and thus generates no revenue from operations.

According to Frost, the case was commenced by the Debtor in an
attempt to impose the automatic stay against actions pursued by
the Texas Department of Insurance against the Debtor's wholly
owned subsidiary, Santa Fe Auto Insurance Company.

The Debtor, Frost related, is a holding company whose primary
assets consist of 100% equity interest in Santa Fe and certain
surplus debentures issued by Santa Fe with an aggregate face value
of $13,500,000.

As of the Petition Date, the Debtor was indebted to Frost under
the terms of the Loan Documents in an amount of no less than
$9,273,435.92

                       About Alpha Partners

Alpha Partners, Ltd., filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 13-30266) on Jan. 21, 2013.  Judge Barbara J. Houser
presides over the case.  Curtis Castillo, P.C., serves as the
Debtor's counsel.  The Debtor disclosed $13,203,582 in assets and
$25,071,428 in liabilities as of the Chapter 11 filing.


AMARU INC: To Restate Previously Filed Periodic Reports
-------------------------------------------------------
The Board of Directors of Amaru, Inc., was notified by Wei Wei &
Co. LLP., its current independent registered public accounting
firm who is re-auditing the financial statements for the Company's
fiscal year ended Dec. 31, 2011, that certain adjustments were not
properly reflected in 2011 Financial Statements and have a
material impact on previously issued unaudited interim financial
statements contained in the Company's quarterly reports.
Consequently, the Company has been advised by Wei Wei that the
quarterly reports on Form 10-Q for the quarters ended March 31,
2012, June 30, 2012, and Sept. 30, 2012, cannot be relied upon.

According to Wei Wei, the following adjustments were not properly
reflected in the 2011 Financial Statements:

   1. Impairment in the Company's two investments totaling
      approximately $492,000;

   2. Accrued interest in the amount of approximately $187,000;
      and

   3. Investment made by the Company in the amount of $200,000 and
      loan received from a shareholder in the same amount.

Not properly recording the adjustments resulted in: (i) a net
overstatement of investments as of Dec. 31, 2011, of approximately
$292,000; (ii) an understatement of liabilities as of Dec. 31,
2011, of approximately 387,000; and (iii) an understatement of
expenses of approximately $679,000 and related understatement of
net loss for the same amount for the year ended Dec. 31, 2011.

The Company will file an amended Form 10-K for the fiscal year
2011 and amended quarterly reports on Form 10-Q for the quarters
ended March 31, 2012, June 30, 2012, and Sept. 30, 2012.

Meanwhile, the Company notified the U.S. Securities and Exchange
Commission that it was unable to file its quarterly report on Form
10-Q for the period ended March 31, 2013, in a timely manner
because the Company was not able to complete timely its financial
statements without unreasonable effort or expense.

                          About Amaru Inc.

Singapore-based Amaru, Inc., a Nevada corporation, is in the
business of broadband entertainment-on-demand, streaming via
computers, television sets, PDAs (Personal Digital Assistant) and
the provision of broadband services.  The Company's business
includes channel and program sponsorship (advertising and
branding); online subscriptions, channel/portal development
(digital programming services); content aggregation and
syndication, broadband consulting services, broadband hosting and
streaming services and E-commerce.

After auditing the 2011 results, Wilson Morgan, LLP, in Irvine,
California, noted that the Company has sustained accumulated
losses from operations totalling $40.7 million at Dec. 31, 2011.
This condition and the Company's lack of significant revenue,
raise substantial doubt about the Company's ability to continue as
going concern, the auditors said.

Amaru reported a net loss from operations of $1.37 million in
2011, compared with a net loss from operations of $1.50 million in
2010.  The Company's balance sheet at Sept. 30, 2012, showed $3.28
million in total assets, $3.08 million in total liabilities and
$195,261 in total stockholders' equity.


AMERICAN BUILDERS: S&P Assigns BB- CCR & Rates $1.25BB Loan BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
corporate credit rating to Beloit, Wis.-based American Builders &
Contractors Supply Co. Inc. (ABC Supply Co.).  The outlook is
stable.

At the same time, S&P assigned its 'BB+' (two notches higher than
the corporate credit rating) issue rating to ABC Supply Co.'s
$1.25 billion senior secured bank term loan B due 2020.  The
recovery rating is '1', indicating S&P's expectation of very high
(90% to 100%) recovery for lenders under our default scenario.

In addition, S&P assigned its 'B' (two notches lower than the
corporate credit rating) issue rating to ABC Supply Co.'s
$500 million senior unsecured notes due 2021.  The recovery rating
is '6', indicating S&P's expectation of negligible (0% to 10%)
recovery for noteholders under our default scenario.

"The rating on ABC Supply Co. reflects what we consider to be the
combination of its 'fair' business risk profile and 'aggressive'
financial risk profile," said Standard & Poor's credit analyst
Maurice Austin.

S&P's view of the company's fair business risk assessment
incorporates its leading position in a very attractive roofing
market, a relatively large size and scale of operations,
significant business diversification, and some exposure to
volatile construction cycles and unpredictable weather patterns.

The stable rating outlook reflects S&P's expectation that the
company will continue to generate positive free cash flow and
maintain strong liquidity while reducing total leverage (including
lease obligations) from 5.5x to about 4.5x by year-end 2013.

A downgrade is less likely in the near term, given S&P's favorable
outlook for home construction and remodeling spending.  However,
S&P could consider a negative rating action if the increase in
remodeling spending fails to materialize as S&P expected,
resulting in ABC Supply Co.'s sales growth under 4%, relative to
S&P's expectation of 10% growth.  Consequently, leverage would
remain above 5x, which S&P considers weak based on its aggressive
financial risk assessment.

A higher rating is unlikely in the near term given S&P's view that
credit measures will initially be weak relative to the 'BB-'
rating and are likely to only improve to the midpoint of ranges
S&P considers consistent with an aggressive financial profile and
the current corporate credit rating.

The company used the transaction's proceeds to fund the buyout of
the minority shareholders pursuant to the redemption agreement and
for the payment of the stock appreciation rights, as well as for
repaying existing debt and paying transaction fees and expenses.


AMERICAN PETRO-HUNTER: Delays Form 10-Q for First Quarter
---------------------------------------------------------
American Petro-Hunter Inc. was not able to file its quarterly
report on Form 10-Q for the period ended March 31, 2013.  The
Company said information necessary for the filing of a complete
and accurate Form 10-Q could not be gathered within the prescribed
time period without unreasonable effort and expense.

                     About American Petro-Hunter

Wichita, Kansas-based American Petro-Hunter, Inc., is an oil and
natural gas exploration and production (E&P) company with current
projects in Payne and Lincoln Counties in Oklahoma.

American Petro-Hunter disclosed a net loss of $3.30 million on
$308,770 of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $2.73 million on $317,931 of revenue during the
prior year.  The Company's balance sheet at Dec. 31, 2012, showed
$1.65 million in total assets, $1.64 million in total liabilities
and $12,242 in total stockholders' equity.

Weaver Martin & Samyn, LLC, in Kansas City, Missouri, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses from
operations and is dependent upon the continued sale of its
securities or obtaining debt financing for funds to meet its cash
requirements.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


APPLIED DNA: Incurs $3.1 Million Net Loss in March 31 Quarter
-------------------------------------------------------------
Applied DNA Sciences, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $3.12 million on $344,605 of revenues for the three
months ended March 31, 2013, as compared with a net loss of $1.54
million on $518,402 of revenues for the same period a year ago.

For the six months ended March 31, 2013, the Company incurred a
net loss of $11.83 million on $662,275 of revenues, as compared
with a net loss of $3.95 million on $1.03 million of revenues for
the six months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $5.07
million in total assets, $8.84 million in total liabilities and a
$3.77 million total stockholders' deficit.

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

                        http://is.gd/z6ds5r

                         About Applied DNA

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.  The Company's shares of common
stock are quoted on the OTC Bulletin Board under the symbol
"APDN."

Applied DNA incurred a net loss of $7.15 million for the
year ended Sept. 30, 2012, compared with a net loss of $10.51
million for the year ended Sept. 30, 2011.


ASSURED PHARMACY: Incurs $1.1 Million Net Loss in 1st Quarter
-------------------------------------------------------------
Assured Pharmacy, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.13 million on $2.89 million of sales for the three
months ended March 31, 2013, as compared with net loss of $897,027
on $3.64 million of sales for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $2.33
million in total assets, $9.56 million in total liabilities and a
$7.23 million stockholders' deficit.

                        Bankruptcy Warning

"Our business is highly leveraged and the successful
implementation of the foregoing plan necessitates that we reach an
agreement with our existing debt holders to extend the maturity
date of debt securities which came due in 2012.  As of March 31,
2013, we had $540,310 in debt securities which were due in the
year 2012, which included $500,000 in principal amount of
unsecured convertible debentures.  We are attempting to extend the
maturity date of all outstanding debt securities which were due in
2012, but can provide no assurance that the holders of such
securities will agree to extend the maturity date on these
securities on acceptable terms.  We are also discussing the
possibility of these debt holders converting the securities into
equity.  If our debt holders choose not to convert certain of
these securities into equity, we will need to repay such debt, or
reach an agreement with the debt holders to extend the terms
thereof.  If we are forced to repay the debt, this need for funds
would have a material adverse impact on our business operations,
financial condition and prospects, would threaten our ability to
operate as a going concern and may force us to seek bankruptcy
protection."

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

                       http://is.gd/lOkvZz

                      About Assured Pharmacy

Headquartered in Frisco, Texas, Assured Pharmacy, Inc., is engaged
in the business of establishing and operating pharmacies that
specialize in dispensing highly regulated pain medication for
chronic pain management.

The Company was organized as a Nevada corporation on Oct. 22,
1999, under the name Surforama.com, Inc., and previously operated
under the name eRXSYS, Inc.  The Company changed its name to
Assured Pharmacy, Inc., in October 2005.

Assured Pharmacy disclosed a net loss attributable to the Company
of $4 million on $14.14 million of sales for the year ended Dec.
31, 2012, as compared with a net loss attributable to the Company
of $3.27 million on $16.44 million of sales in 2011.

BDO USA, 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 has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.


ATP OIL: Asset Sale Evidentiary Hearing Continued to June 4
-----------------------------------------------------------
ATP Oil & Gas Corporation has continued the evidentiary hearing on
its motion to sell substantially all of its Shelf and Deepwater
Assets to Tuesday, June 4, 2013, at 9:30 a.m.

Credit Suisse AG, the administrative and collateral agent for the
lenders under the Debtor's Senior Secured Superpriority Debtor-in-
Possession Credit Agreement dated as of August 29, 2012, was
designated as the highest and best bidder of ATP's Assets at the
auction held May 7, 2013, with a bid of $690,800,000.

The proposed sale was to come before Honorable Marvin Isgur last
May 9 for approval.

These parties have also filed objections and reservation of rights
to the proposed Asset Purchase Agreement and Proposed Sale Order
filed with the notice designating Credit Suisse AG as the
successful bidder:

* SEACOR Marine LLC
* Bluewater Industries, L.P.
* Omega Natchiq, Inc.
* Greystar Corporation
* ATP Infrastructure Partners, L.P.
* EFS-R LLC and GE Energy Financial Services, Inc.
* Total E&P USA, Inc.
* NGP Capital Resources Company
* CLMG Corp. and Beal Bank USA
* Macquarie Investments LLC
* Seamar Divers International, LLC
* Energy XXI GOM, LLC, Energy XXI Gulf Coast, Inc., and Energy
   XXI (Bermuda), Ltd.

* Gregg Davis, Oligocene Partnership, Ltd., Michael Clark, Mark
   Gillespie, Ed Stengel, John Sansbury, George Canjar, the
   Suzanne K. Bellis Survivor's Trust Share One, Suzanne K. Bellis
   Trustee, and Bellis Family Ventures, LLC, (the ORRI Group)

* Harvey Gulf International Marine, LLC, Hornbeck Offshore
   Services, LLC, Expeditors & Production Services, Inc., EPS
   Cargo Handlers Company, EPS Logistics Company, Barry Graham Oil
   Service, L.L.C., Gulf Offshore Logistics, L.L.C., Martin
   Holdings, L.L.C., CPort/Stone, L.L.C., Offshore Service
   Vessels, L.L.C., Warrior Energy Services Corporation, Fastorq,
   L.L.C., Stabil Drill Specialties, L.L.C., Workstrings
   International, L.L.C., Superior Energy Services, L.L.C. d/b/a
   Superior Completion Services, International Marine, LLC,
   Champion Technologies, Inc., Offshore Energy Services, Inc.,
   Schlumberger Technology Corporation, M-I, L.L.C., Smith
   International, Inc., Wireline Control Services, LLC, Nabors
   Offshore Corporation, Canrig Drilling Technology, Ltd., Supreme
   Service & Specialty Co., Inc., Frank's Casing Crew and Rental
   Tools, Inc., BEE MAR, L.L.C., and Era Helicopters, L.L.C.
   (the Statutory Lien Objectors)

* the United States, on behalf of the Department of the Interior
   and Environmental Protection Agency

* Davis Offshore, L.P. and Calypso Exploration, LLC f/k/a
   Stephens Production Company, LLC

* BP Exploration & Production, Inc. and BP America Production
   Company

The parties object to the Sale Motion to the extent any relief
granted would impair their rights and remedies under their
respective agreements with ATP.

Bluewater said the sale should not be approved unless there is
provision for all Senior Liens to be paid in full. Bluewater said
any order approving the sale should not affect its lien rights.

The Department of Interior and the Environmental Protection Agency
says the Court should not approve the sale absent provisions to
ensure the Debtor could perform its decommissioning obligations
and other environmental obligations.

Aside from opposing the Debtor's pending sale motion, BP objects
to the Debtor's request for authority to assume and assign certain
executory contracts and unexpired leases under assumption and
assignment procedures in conjunction with proposed sale
of the Deepwater Property assets.

                         About ATP Oil

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

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

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

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

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

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


ATP OIL: Statutory Lien Holders Withdraw Notices of Examination
---------------------------------------------------------------
Statutory Lien Holders -- secured creditors in ATP Oil & Gas
Corporation's Chapter 11 case -- withdraw their Notice of 2004
Examination of Credit Suisse AG, Cayman Islands Branch and Notice
of 2004 Examination of ATP Oil & Gas Corporation, pursuant to the
parties' agreement regarding the production of documents
responsive to the document requests set forth in the Notices.

The withdrawal is without prejudice to the Statutory Lien Holders'
respective rights to seek further discovery relating to any
document requests set forth in the Notices, as applicable, in
connection with any current or subsequent contested matters or
otherwise.

The Statutory Lien Holders are Harvey Gulf International Marine,
LLC, Hornbeck Offshore Services, LLC, Expeditors & Production
Services, Inc., EPS Cargo Handlers Company, EPS Logistics Company,
Barry Graham Oil Service, L.L.C., Gulf Offshore Logistics, L.L.C.,
Martin Holdings, L.L.C., CPort/Stone, L.L.C., Offshore Service
Vessels, L.L.C., Warrior Energy Services Corporation, Fastorq,
L.L.C., Stabil Drill Specialties, L.L.C., Workstrings
International, L.L.C., Superior Energy Services, L.L.C., d/b/a
Superior Completion Services, International Marine, LLC, Champion
Technologies, Inc. Offshore Services, Inc., Schlumberger
Technology Corporation, M-I, LLC, Smith International, Inc.,
Wireline Control Services, LLC, Nabors Offshore Corporation,
Canrig Drilling Technology, Ltd., Supreme Service & Specialty Co.,
Inc., Frank's Casing Crew and Rental Tools, Inc., BEE MAR, L.L.C.,
and Era Helicopters, L.L.C.

                         About ATP Oil

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

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

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

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

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

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


ATP OIL: Locke Lord Represents Creditors; SEACOR Substitutes Atty.
-----------------------------------------------------------------
Locke Lord LLP disclosed in an amended statement pursuant to Rule
2019 of the Federal Rules of Bankruptcy Procedure that it
represents these creditors in ATP Oil & Gas Corporation's Chapter
11 case:

* BP Exploration & Production, Inc. and BP America Production
   Company

* Total E&P USA, Inc.

* ENERGY XXI GOM, LLC, ENERGY XXI GULF COAST, INC., and ENERGY
   XXI (BERMUDA), LTD.

Meanwhile, SEACOR Marine, LLC, the Plaintiff in Adversary No. 12-
03450, has designated and sought leave to substitute James J.
Ormiston, Esq., of Looper Reed & McGraw, P.C., in place of Ben L.
Aderholt, Esq., of Looper, Esq., of Reed & McGraw, P.C. as its
attorney in charge.  ATP is unopposed to the substitution.

                         About ATP Oil

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

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

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

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

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

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


ATWATER REDEVELOPMENT: Moody's Lowers Rating on Bonds to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service downgraded to Ba2 from Ba1 the rating of
the successor agency to the Atwater Redevelopment Agency's Series
2007A and B bonds and assigned a negative outlook. The rating
action affects approximately $9.3 million of outstanding debt.

Rating Rationale

The downgrade is driven by projections that show that as a result
of changes to California law that dissolved redevelopment agencies
(RDAs) and changed the method by which the successors agencies to
the RDAs receive incremental tax revenues to pay debt service on
tax allocation bonds, debt service coverage will be insufficient
in alternating semi-annual periods beginning in the first-half of
2014-assuming no growth in or declining assessed values (AV) to
the project area. Moody's does not expect a default on the bonds
in the short- to medium- term given the reserve fund surety
provided by Radian (Ba1 negative) and Moody's expectation that the
successor agency, Merced county auditor and California's
Department of Finance will work out an arrangement to set aside
sufficient funds from the second half of the year to cover any
debt service shortfalls in the first half of every year beginning
in 2014. These factors do not completely offset the low coverage
and uncertainty of how the provisions of the statutes will be
implemented. Moody's views these as significant credit weaknesses
and underpinning the negative outlook Moody's assigned.

Other factors affecting the rating include a project area with a
small AV; the city's location in the midst of California's
agricultural Central Valley, which was among the hardest hit areas
for property value and AV declines; socio-economic indicators that
are higher than might be expected; the depth of incremental AV
which provides protection against economic and real estate
downturns; and a top taxpayer profile which, while concentrated,
is not unusually so for a redevelopment project area. On an annual
basis, debt service coverage levels are lean and expected to
remain so.

Strengths

- Socio-economic indicators that are somewhat higher than would
   be expected from a Central Valley community dependent on
   agriculture

- Strong ratio of incremental AV to the total AV of the project
   area

Challenges

- Assuming no further growth in the project area AV, debt
   service coverage in the first half or each year after 2014
   will be insufficient, and the trustee will be required to tap
   the debt service reserve surety

Outlook

The negative outlook incorporates the uncertainties of whether and
how the county auditor, city and state will establish reserves to
prevent a continued use of the debt service surety, which
increases the probability of default on the bonds.

What Could Move The Rating-Up

- Sizable increase in incremental AV of the project area,
   leading to greater debt service coverage in all semi-annual
   periods

- Establishment and track record of use of reserve by the county
   auditor to prevent reserve fund surety taps

What Could Move The Rating-Down

- Failure by the county auditor and city to establish reserves
   to prevent taps on the surety and failure to reimburse the
   surety

- Protracted decline in the district's assessed valuation

The principal methodology used in this rating was Moody's Analytic
Approach To Rating California Tax Allocation Bonds published in
December 2003.


AUTO-SWAGE PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Auto-Swage Products, Inc.
        726 River Road
        Shelton, CT 06484

Bankruptcy Case No.: 13-50742

Chapter 11 Petition Date: May 14, 2013

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Barbara H. Katz, Esq.
                  LAW OFFICE OF BARBARA H. KATZ
                  57 Trumbull Street
                  New Haven, CT 06510
                  Tel: (203) 772-4828
                  E-mail: barbarakatz@snet.net

Scheduled Assets: $1,231,234

Scheduled Liabilities: $856,798

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ctb13-50742.pdf

The petition was signed by Keith Brenton, president.


AXION INTERNATIONAL: Incurs $7.3MM Net Loss in First Quarter
------------------------------------------------------------
Axion International Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss attributable to common shareholders of $7.28
million on $1.75 million of revenue for the three months ended
March 31, 2013, as compared with a net loss attributable to common
shareholders of $1.75 million on $2.29 million of revenue for the
same period a year ago.

The Company's balance sheet at March 31, 2013, showed $6.29
million in total assets, $15.29 million in total liabilities,
$6.11 million in 10% convertible preferred stock, and a $15.12
million total stockholders' deficit.

"This quarter showed that with a normalized sales mix across
customers, geographies, and products AXION can achieve improved
margins.  We saw a reduction in customer concentration and started
the process of becoming a more vertically integrated manufacturer.
Based on increased new customer adoptions and the robustness of
our sales pipeline, we are confident that we can increase the
volume of our sales at improving margins to generate positive
earnings," stated AXION president and CEO Steve Silverman.  "We
are at a critical point in time with regards to the total volume
of plastic being manufactured.  Our financial models indicate that
as we achieve the higher volumes projected, and with AXION
operating its own facility and reducing our reliance on contract
manufacturing where warranted, we will see reduced costs and
higher margins."

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

                        http://is.gd/27AkUl

In April 2006, the Company commenced an action against Tonga
Partners, L.P., Cannell Capital, L.L.C. and J. Carlo Cannell in
the United States District Court, Southern District of New York
for disgorgement of short-swing profits pursuant to Section 16 of
the Exchange Act.  In an opinion and order dated Sept. 26, 2008,
Justice Kimba M. Wood of the District Court granted the Company
summary judgment in the amount of $4,965,898.  In connection with
the Defendants' appeal of the District Court's summary judgment to
the United States Court of Appeals for the Second Circuit, the
Defendants posted a cash appeal bond of approximately $5,000,000.
After the Defendants exhausted all opportunities for judicial
review of the District Court's summary judgment, including filing
for a writ of certiorari to the United States Supreme Court which
was denied, the appeal bond was released to the Company.  On
May 14, 2013, the Company received approximately $3,100,000 which
represents the amount of the appeal bond net of attorney's fees
and costs.

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010, and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.

Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010.


BIOFUELS POWER: Delays Form 10-Q for First Quarter
--------------------------------------------------
Biofuels Power Corp. said its financial statements for the quarter
ended March 31, 2013, are not yet ready for distribution as a
result of recent measures the Company has taken with regard to
efforts to sign operating agreements which will effect subsequent
events at the balance sheet date.

                            Biofuels Power

Humble, Tex.-based Biofuels Power Corporation is a distributed
energy company that is pioneering the use of biodiesel to fuel
small electric generating facilities that are located in close
proximity to end-users.  BPC's first power plant is currently
located near Houston, Texas in the city of Oak Ridge North.

Biofuels Power disclosed net income of $342,456 on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$1.28 million on $0 of revenue during the prior year.  The
Company's balance sheet at Dec. 31, 2012, showed $1.23 million
in total assets, $5.47 million in total liabilities and a $4.24
million total stockholders' deficit.

Clay Thomas, P.C., 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 has suffered significant losses and will require
additional capital to develop its business until the Company
either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its working capital requirements.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


BLUE COAT: Moody's Assigns 'B2' Rating to New $700MM Debt
---------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Blue Coat
Systems, Inc.'s proposed senior secured credit facilities
comprising a $25 million revolving credit facility and a $675
million term loan.

Moody's also affirmed Blue Coat's B2 Corporate Family Rating (CFR)
and revised its Probability of Default Rating (PDR) to B2-PD, from
B3-PD. Blue Coat will use the net proceeds from the term loans and
drawings under the revolving credit facility, coupled with about
$33 million of cash on hand, to refinance existing credit
facilities and fund an acquisition of a target company. Moody's
will withdraw the ratings for Blue Coat's existing credit
facilities at the close of the proposed transaction. The rating
outlook is stable.

Ratings Rationale:

The prospective acquisition will broaden Blue Coat's portfolio of
web security offerings and provide the opportunity to cross-sell
complementary products to a large installed base. The target's
network monitoring technologies and software-based advanced threat
protection solutions are complementary to Blue Coat's web security
solutions and will benefit Blue Coat's competitive position in its
core content security market segment. Notwithstanding the
strategic merits of the combination, the debt-financed purchase of
the target company, which does not generate profits and has modest
revenues, will erode Blue Coat's financial cushion in the existing
B2 CFR. Moody's expects Blue Coat's total debt-to-EBITDA leverage
to increase by approximately 1.3x to 4.3x (excluding certain non-
recurring expenses) at the close of the transaction, partially
offsetting the deleveraging attained since the close of Blue
Coat's leveraged buyout in February 2012. Furthermore, the
acquisition of the target's cash-absorptive operations will
constrain Blue Coat's EBITDA growth and free cash flow in the next
12-to-18 months.

The affirmation of the B2 CFR reflects Moody's view that Blue Coat
will prioritize integrating the recent acquisitions (the proposed
acquisition as well as the acquisition of certain assets of
Netronome completed in May 2013). The affirmation also recognizes
Blue Coat's meaningful improvement in profitability through cost
efficiencies and improved sales execution in the last twelve
months. Moody's expects organic revenue growth and stable EBITDA
margins in Blue Coat's Secure Web Gateway and WAN optimization
segments to support free cash flow in the high single digit
percentage of total debt.

The B2 CFR reflects Blue Coat's moderately high leverage,
particularly in the context of its higher proportion of revenues
derived from one-time product sales relative to similarly rated
peer software companies. The rating additionally reflects Blue
Coat's moderate operating scale and narrow product concentration
within the enterprise IT security infrastructure market. The
rating is constrained by Blue Coat's aggressive acquisition
strategy and potential for increases in debt to fund acquisitions
and/or shareholder returns.

Blue Coat's credit profile benefits from the company's leading
market position in the niche Anti-Virus/Web/Malware appliance
segment of content security market and its well-regarded products
in the WAN Optimization market. Both market segments have good
growth prospects as a result of growth in data traffic and
increasing risk and costs of IT security breaches. Blue Coat has a
large and diverse installed base of enterprise customers that
drive majority of its new sales. The rating is also supported by
the predictability of Blue Coat's revenues from maintenance and
support agreements and the company's track record of high customer
renewal rates, especially among its larger enterprise customers.

The stable ratings outlook reflects Moody's expectations that Blue
Coat's revenue will grow and it will manage total debt-to-EBITDA
leverage in the 4.0x to 5.0x range in the next 12-to-18 months.
Moody's expects Blue Coat to produce free cash flow in the high
single digit percentage of total debt during this period.

Moody's revised Blue Coat's PDR to B2-PD, from B3-PD, and changed
the mean family recovery rate assumption at default to 50% from
65%, to reflect the lack of maintenance covenant in the term loan
facility and as a result, potential for lower recovery for the new
senior secured credit facilities relative to the previous
facilities.

Given Blue Coat's moderately high leverage and aggressive
financial policies, upward rating movement is not expected in the
intermediate term. However, Moody's could raise Blue Coat's
ratings if the company demonstrates organic revenue growth and if
Moody's believes the company could sustain adjusted debt to EBITDA
of less than 4.0x and generate free cash flow in excess of 10% of
total debt.

Conversely, Blue Coat's ratings could be lowered if weak liquidity
or profitability, increasing competition, or aggressive financial
policies lead Moody's to believe that Blue Coat is unlikely to
maintain total debt to EBITDA leverage below 6.0x and free cash
flow falls to the low single digit percentage of total debt for an
extended period of time.

Moody's has taken the following rating actions:

Issuer: Blue Coat Systems, Inc.

Corporate Family Rating -- Affirmed, B2

Probability of Default Rating -- Revised to B2-PD, from B3-PD

$25 million Senior Secured Revolving Credit Facility due 2017 --
Affirmed, B2, (LGD3, 33%), to be withdrawn upon closing of
refinancing

$500 million Senior Secured First Lien Term Loan due 2018 --
Affirmed, B2, (LGD3, 33%), to be withdrawn upon closing of
refinancing

$25 million Senior Secured Revolving Credit Facility due 2018 --
Assigned B2 (LGD3, 49%)

$675 million Senior Secured First Lien Term Loan -- Assigned B2
(LGD3, 49%)

Outlook -- Stable

Headquartered in Sunnyvale, CA, Blue Coat Systems, Inc., is a
leading provider of Internet security and wide area network
acceleration solutions that help enterprises to secure and
optimize their IT networks. Blue Coat reported $448 million in
revenues under U.S. GAAP in the twelve months ended January 2013.

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


BLUE COAT: S&P Rates $25MM Revolver Debt & $675 Term Loan 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Sunnyvale, Calif.-based Blue Coat Systems Inc.
The outlook is stable.

In addition, S&P assigned a 'BB-' issue rating and '2' recovery
rating to the company's $25 million senior secured revolving
credit facility (fully drawn at closing) and $675 million first-
lien term loan.  The '2' recovery rating indicates S&P's
expectation for substantial (70% to 90%) recovery for lenders in
the event of payment default.

S&P expects the company to use the proceeds from the facilities to
refinance existing debt and to purchase Jordan, which is a
provider of threat protection security solutions.

"The rating reflects Blue Coat's 'weak' business risk profile and
'aggressive' financial risk profile, incorporating relatively
narrow product focus and high leverage," said Standard & Poor's
credit analyst Katarzyna Nolan.  Blue Coat's significant level of
recurring revenue, growing addressable markets and stable cash
flow generation partially offset these factors.

Blue Coat is a niche participant in the global market for
enterprise security software with significantly fewer resources
than the major competitors such as Cisco Systems or McAfee (a
division of Intel).  In addition, the company has a secondary
market position in the wide area network (WAN) optimization
products, substantially behind the industry leader, Riverbed
Technology.  Furthermore, evolving market and customer
requirements will necessitate ongoing investment in product
development; S&P expects Blue Coat's annual research and
development to remain at approximately 14% of revenues.  These
factors are partly offset by the company's established position in
the secure Web gateway market, and significant customer switching
costs.  The company's two recent acquisitions of Crossbeam and
Netronome, as well as the planned acquisition of Jordan,
complement and enhance Blue Coat's existing security product suite
and should provide for cross-sell opportunities across the
company's diverse customer base.

The stable rating outlook on Blue Coast Systems Inc. is based on
Standard & Poor's Ratings Services' expectation that Blue Coat
will maintain consistent profitability, supported by the company's
diverse and recurring revenue base.

S&P may lower the rating if the company's profitability is reduced
due to integration issues or increased competition resulting in
Blue Coat's financial profile to deteriorate significantly.  This
would be evidenced if leverage is sustained in the mid-5x area or
free operating cash flow (FOCF) to debt is in the mid-single-digit
percentages on a sustained basis.

An upgrade in the near term is unlikely, given that the company's
ownership structure likely precludes sustained leverage reduction.


BLUE SPRINGS: Ford Motor Financing Increased to $1 Million
----------------------------------------------------------
Blue Springs Ford Sales, Inc., asks the U.S. Bankruptcy Court for
the Western District of Missouri to allow it to obtain up to $1
million in additional financing from Ford Motor Credit Company.

Under the DIP Order, the aggregate principal amount of
postpetition advances was not to exceed the lesser of: (i)
$8,000,000 (the "Original Cap"), or (ii) the "Advance Formula".
The Advance Formula is defined in the DIP Order as the Original
Cap less the outstanding balance of the Prepetition Indebtedness.

The Debtor relates that FMCC has fully supported improved sales by
extending credit to the Debtor, which permitted the Debtor to
acquire the inventory necessary to support the corresponding
increased vehicle sales.

As of May 1, 2013 the outstanding principal balance due on the
Prepetition Indebtedness is $34,195, and the outstanding principal
balance due for postpetition advances made by FMCC to the Debtor
is $8,329,395.

FMCC and the Debtor have agreed that the DIP Order would be
amended to increase the aggregate principal amount $9,000,000 (the
"New Cap"), or (ii) the Advance Formula.  The Advance Formula will
be defined in the Amended DIP Order as the New Cap less the
outstanding balance of the Prepetition Indebtedness.

No other or further amendments to the DIP Order are requested.

A copy of the motion is available for free at
http://bankrupt.com/misc/BLUESPRINGS_dipfinancing.pdf

                         Blue Springs Ford

Blue Springs Ford Sales, Inc. -- http://www.bluespringsford.com/
-- is a Ford dealer, serving Blue Springs in Missouri.  A jury
verdict assessing actual damages of $171,500 and punitive damages
in the amount of $1.75 million (54 times the actual damages)
prompted Blue Springs Ford to seek Chapter 11 protection.  The
judgment was on account of a suit filed by a customer in Circuit
Court of Jackson County, Missouri, under a variety of legal
claims, including, but not limited to, the company's alleged
failure to adequately disclose a full detailed vehicle history
report in connection with a sale of a used Ford.

Blue Springs Ford filed a Chapter 11 petition (Bankr. D. Del. Case
No. 12-10982) on March 21, 2012, listing $10 million to $50
million in assets and debts.  Christopher A. Ward, Esq., at
Polsinelli Shughart PC, serves as the Debtor's counsel.  Donlin
Recano & Company Inc. serves as the Debtor's claims agent.

Delaware Bankruptcy Judge Mary F. Walrath in a March 28 order
transferred the case's venue following an oral motion by the
judgment, creditors Kimberly and Michael von David, at a March 23
hearing.  The case was transferred to the U.S. Bankruptcy Court
Western District of Missouri Court (Case No. 12-41176) and
assigned to the Hon. Jerry W. Venters.

Under the Plan, all allowed general unsecured claims are to be
paid in full, with interest at the applicable post-judgment
interest rates.


BOMBARDIER INC: Moody's Says SkyWest Order is Credit Negative
-------------------------------------------------------------
Moody's Investors Service said that the May 21, 2013 firm order
from SkyWest, Inc. for 40 E-175 regional jets is credit positive
for regional airframer Embraer SA and credit negative for
Bombardier Inc.

At an estimated current market value of about $28 million for the
E-175, the value of the firm order approximates $1.1 billion, and
the value for a conditional purchase agreement governing another
60 E-175 jets is roughly $1.8 billion. However, SkyWest likely
received a significant discount relative to current market prices
because an order of this size meaningfully extends the life of the
program. Still, the order is credit positive for Embraer because
the 40 firm aircraft meaningfully increases the E-175 backlog to
almost 150 planes and will keep the production line running and
boost operating cash flow through 2015. Perhaps most
significantly, though, the order represents an important expansion
of the relationship with SkyWest, whose current operating fleet is
comprised of nearly 90% Bombardier Inc. aircraft.

Headquartered in Sao Jose does Campos, Sao Paolo, Brazil, Embraer
is the leading producer of regional jet airplanes with a growing
defense business and a line of business jets. The company
generated revenue approximating $6.2 billion for the twelve-month
period ended March 2013.

Headquartered in Montreal, Quebec, Canada, Bombardier Inc. is a
diversified manufacturing company that operates through two
business segments: Bombardier Aerospace ("BA") and Bombardier
Transportation ("BT"). Most of BA's business is conducted within
Bombardier Inc. itself, while BT is a subsidiary of Bombardier.
The company generated revenue approximating $16.8 billion for the
twelve-month period ended December 2012.

On January 14, 2013, Moody's upgraded Bombardier's speculative
grade liquidity rating to SGL-2 from SGL-3 and affirmed the
company's Ba2 Corporate Family rating, Ba2-PD Probability of
Default rating, and Ba2 senior unsecured ratings. Bombardier's
rating outlook remains negative. The liquidity rating action
recognizes the closing of Bombardier's $2 billion notes offering,
which will boost its consolidated cash position to an estimated $5
billion.


BOOMERANG SYSTEMS: Delays Form 10-Q for First Quarter
-----------------------------------------------------
Boomerang Systems, Inc., was unable to file its quarterly report
on Form 10-Q for the quarter ended March 31, 2013, within the
prescribed period because of a delay in completing the audit for
this period as a result of management requiring additional time to
compile and verify the data required to be included in the report.
The Company expects to file within the extension period.

The Company estimates that its results of operations for the six
months ended March 31, 2013, as reflected in its consolidated
statements of operations to be included in its Form 10-Q for the
six months ended March 31, 2013, will reflect the following
changes:

For the six months ended March 31, 2013, the Company expects to
report a decrease in revenues to $289,234 from $380,778 for the
six months ended March 31, 2012.  For the six months ended
March 31, 2013, the Company expects to report that it incurred a
net loss of approximately $6 million, compared to a net loss of
approximately $6.1 million for the six months ended March 31,
2012.

Also, for the six months ended March 31, 2013, the Company expects
to report loss per common share on a fully diluted basis of
approximately $0.80 compared to loss per common share on a fully
diluted basis of approximately $0.84 for the six months ended
March 31, 2012.

                       About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

Boomerang incurred a net loss of $17.42 million for the fiscal
year ended Sept. 30, 2012, compared with a net loss of $19.10
million during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $7.32 million
in total assets, $22.96 million in total liabilities and a
$15.63 million total stockholders' deficit.

                         Bankruptcy Warning

"Our operations may not generate sufficient cash to enable us to
service our debt.  If we were to fail to make any required payment
under the notes and agreements governing our indebtedness or fail
to comply with the covenants contained in the notes and
agreements, we would be in default.  Our debt holders would have
the ability to require that we immediately pay all outstanding
indebtedness.  If the debt holders were to require immediate
payment, we might not have sufficient assets to satisfy our
obligations under the notes or our other indebtedness.  In such
event, we could be forced to seek protection under bankruptcy
laws, which could have a material adverse effect on our existing
contracts and our ability to procure new contracts as well as our
ability to recruit and/or retain employees.  Accordingly, a
default could have a significant adverse effect on the market
value and marketability of our common stock," the Company said in
its annual report for the year ended Sept. 30, 2012.


CARESTREAM HEALTH: S&P Puts 'B+' CCR on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B+'
corporate credit rating on Rochester, N.Y.-based Carestream Health
Inc. on CreditWatch with negative implications.  The CreditWatch
listing indicates that S&P could either affirm or lower the rating
following the completion of S&P's analysis.

The CreditWatch listing reflects S&P's initial assessment that the
proposed dividend recapitalization could materially degrade
Carestream's financial risk profile, which S&P currently views as
"aggressive."  "Although cash flow generation should provide some
capacity for subsequent debt reduction, we believe prospective
credit measures could deteriorate and remain outside of our
expectations for the current 'B+' rating for a prolonged period,"
said Standard & Poor's credit analyst Svetlana Olsha.  Those
include debt to EBITDA of 4x-5x and funds from operations to debt
of about 15%.

Carestream currently has "adequate" sources of liquidity to cover
its needs over the next 12 to 18 months.  S&P will review the
impact of the proposed refinancing transaction on the company's
liquidity but would expect liquidity to remain adequate with
sources continuing to exceed uses by 1.2x or more and for net
sources to remain positive, even if EBITDA drops 15% from
projected levels.

The '2' recovery and 'BB-' issue-level ratings on the company's
existing $2 billion senior secured credit facility are unaffected
because S&P expects that Carestream will repay existing debt using
the proceeds from the new financing.

In resolving the CreditWatch listing, Standard & Poor's will
assess Carestream's operating performance prospects, cash flow
generation, deleveraging profile and financial policy in light of
the sizeable dividend and new financing, as well as the impact of
these actions on the company's credit measures.  S&P could lower
the corporate credit rating by one notch if S&P believes that
Carestream will be unlikely to meet S&P's expectations at the
current rating.


CASALE MARBLE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Casale Marble Imports, Inc.
        750 SW 17th Avenue
        Delray Beach, FL 33444

Bankruptcy Case No.: 13-21220

Chapter 11 Petition Date: May 14, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Brett A Elam, Esq.
                  THE LAW OFFICES OF BRETT A. ELAM, P.A.
                  105 S Narcissus Ave # 802
                  West Palm Beach, FL 33401
                  Tel: (561) 833-1113
                  E-mail: belam@brettelamlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/flsb13-21220.pdf

The petition was signed by Donato Walter Casale, president.


CATASYS INC: Reports $2.6 Million Net Income in First Quarter
-------------------------------------------------------------
Catasys, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $2.61 million on $135,000 of total revenues for the three
months ended March 31, 2013, as compared with a net loss of $3.37
million on $93,000 of total revenues for the same period a year
ago.

The Company's balance sheet at March 31, 2013, showed $3.33
million in total assets, $14.25 million in total liabilities and a
$10.92 million total stockholders' deficit.

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

                        http://is.gd/mLkf0N

                         About Catasys Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

Catasys disclosed a net loss of $11.64 million on $541,000 of
total revenues for the 12 months ended Dec. 31, 2012, as compared
with a net loss of $8.12 million on $267,000 of total revenues in
2011.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the year ended Dec. 31,
2012, which raise substantial doubt about the Company's ability to
continue as a going concern.

                        Bankruptcy Warning

"As of March 28, 2013, we had a balance of approximately $1.6
million cash on hand.  We had working capital deficit of
approximately $376,000 at December 31, 2012 and have continued to
deplete our cash position subsequent to December 31, 2012.  We
have incurred significant net losses and negative operating cash
flows since our inception.  We could continue to incur negative
cash flows and net losses for the next twelve months.  Our current
cash burn rate is approximately $450,000 per month, excluding non-
current accrued liability payments.  We expect our current cash
resources to cover expenses into July 2013, however delays in cash
collections, revenue, or unforeseen expenditures could impact this
estimate.  We are in need to obtain additional capital and while
we are currently in discussions with our existing shareholders
regarding additional financing there is no assurance that
additional capital can be raised in an amount which is sufficient
for us or on terms favorable to our stockholders, if at all.  If
we do not obtain additional capital, there is a significant doubt
as to whether we can continue to operate as a going concern and we
will need to curtail or cease operations or seek bankruptcy
relief.  If we discontinue operations, we may not have sufficient
funds to pay any amounts to stockholders."


CBS I LLC: May 29 Status Hearing on Plan Disclosures
----------------------------------------------------
The hearing to approve the adequacy of the disclosure statement
for debtor CBS I, LLC's Plan of Reorganization has been continued
to May 29, 2013, at 9:30 a.m.

As reported in the Troubled Company Reporter on Jan. 9, 2013,
under the Plan dated Nov. 14, 2012, the classification and
treatment of claims under the plan are:

     A. Administrative claims and priority tax claims will be paid
        in full in cash on or prior to the Effective Date.

     B. Holders of allowed secured claims of U.S. Bank will
        receive a refinanced secured loan, which will modify the
        U.S. Bank loan to allow Debtor to obtain secondary
        financing on the property of up to $750,000 in the future
        in order to repair, remodel, and make capital improvements
        to the Property.

     C. The holders of U.S. Bank's allowed general unsecured
        deficiency claims will receive payment of 5% of their
        allowed deficiency claim without interest or $99,885.
        This amount will be paid in 60 equal monthly
        payments in the amount of $1,664.75 to begin on the first
        of the month immediately following the Effective Date of
        the Plan.

     D. Holders of other general unsecured claims will receive
        payment of 100% of their claims to be paid in six months
        after entry of the confirmation order with simple interest
        at a rate of 3%.

     E. Insiders who hold unsecured claims will receive no
        payments.

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

          http://bankrupt.com/misc/CBS_I_ds_2amended.pdf

                           About CBS I

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Company is a limited liability
company whose sole asset consists of 71,546 square feet of gross
rentable building area on a site containing approximately 206,474
net square feet or 4.74 acres, located at 10100 West Charleston
Boulevard, in Las Vegas, Nevada.  Debtor is owned by Jeff Susa
(25%), Breslin Family Trust (25%), M&J Corrigan Family Trust (25%)
and S&L Corrigan Family Trust (25%).

The Debtor scheduled assets of $19,356,448 and liabilities of
$19,422,805.  Judge Mike K. Nakagawa presides over the case.  Jeff
Susa signed the petition as manager.

The bankruptcy filing came after U.S. Bank, trustee for holders of
the $16.4 million mortgage, initiated foreclosure proceedings and
filed a lawsuit May 24, 2012, in Clark County District Court
asking that a receiver be appointed to take control of the
Summerlin building in Howard Hughes Plaza at 10100 West Charleston
Blvd., just west of Hualapai Way.

Zachariah Larson, Esq., at Marquis Aurbach Coffing, in Las Vegas,
represents the Debtor as bankruptcy counsel.  Dimitri P. Dalacas,
Esq., at Flangas McMillan Law Group, in Las Vegas, represents the
Debtor as special counsel.


CENTENNIAL BEVERAGE: Selling Remaining Assets to Cheers Spirits
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Centennial Beverage Group, LLC to sell the remaining
assets to Cheers Spirits & Liquor LLC.  The closing of the asset
sale will be consummated on a store by store basis.

                     About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.  The 75-year-old-company once
had 70 stores throughout Texas.  They are now concentrated in the
Dallas-Fort Worth area.  Sales for the year ended in November 2012
were $158 million.  Year-over-year, revenue was down 50%,
according to a court filing.  In its schedules, the Debtor
disclosed $24,053,049 in assets and $48,451,881 in liabilities as
of the Petition Date.

Robert Dew Albergotti, Esq., at Haynes and Boone, LLP, in Dallas,
serves as counsel to the Debtor.  RGS LLC serves as the Debtor's
financial advisor.  The Official Committee of Unsecured Creditors
has retained Munsch Hardt Kopf & Harr, P.C. as its attorneys, and
Lain, Faulkner & Co., P.C. as financial advisors


CENTRAL ENERGY: Incurs $485,000 Net Loss in First Quarter
---------------------------------------------------------
Central Energy Partners LP filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $485,000 on $1.31 million of revenues for the three
months ended March 31, 2013, as compared with a net loss of
$447,000 on $1.30 million of revenues for the same period a year
ago.

The Company's balance sheet at March 31, 2013, showed $8.98
million in total assets, $9.58 million in total liabilities and a
$592,000 total partners' deficit.

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

                         http://is.gd/oAgbYu

                        About Central Energy

Dallas, Tex.-based Central Energy Partners LP is a publicly-traded
Delaware limited partnership.  It currently provides liquid bulk
storage, trans-loading and transportation services for hazardous
chemicals and petroleum products through its wholly-owned
subsidiary, Regional Enterprises, Inc. ("Regional").

Central Energy Partners LP filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.03 million on $5.47 million of revenue for the year
ended Dec. 31, 2012, as compared with a net loss of $1.36 million
on $6.84 million of revenue during the prior year.

Montgomery Coscia, LLP, in Plano, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing insufficient cash flow to pay its
current obligations and contingencies as they become due.

                        Bankruptcy Warning

"If the Partnership does not have sufficient cash reserves, its
ability to pursue additional acquisition transactions will be
adversely impacted.  Furthermore, despite significant effort, the
Partnership has thus far been unsuccessful in completing an
acquisition transaction.  There can be no assurance that the
Partnership will be able to complete an accretive acquisition or
otherwise find additional sources of working capital.  If an
acquisition transaction cannot be completed or if additional funds
cannot be raised and cash flow is inadequate, the Partnership
and/or Regional would be required to seek other alternatives which
could include the sale of assets, closure of operations and/or
protection under the U.S. bankruptcy laws."


CENTRAL EUROPEAN: Court OKs Hiring of Bankruptcy Professionals
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Central European Distribution Corporation, et al., to employ:

   1. Skadden, Arps, Slate, Meagher & Flom LLP and affiliates as
bankruptcy counsel;

   2. Houlihan Lokey Capital, Inc. as financial advisor and
investment banker;

   3. Alvarez & Marsal North America, LLC and Alvarez & Marsal CIS
LLP to provide a chief restructuring officer and certain
additional personnel and (ii) designate Maxim Frangulov as chief
restructuring officer;

   4. KPMG LLP as service provider for tax compliance and tax
consulting matters; and

   5. Garden City Group, Inc. (GCG, Inc.) as voting agent and
special noticing agent for publicly held securities.

As reported in the Troubled Company Reporter on April 12, 2013,

   -- Skadden Arps agreed to render services at these hourly
rates: partner at $825 to 1,220, counsel at 830 to 930 and
associate at 360 to 795;

   -- Houlihan Lokey agreed for a monthly fee of
$100,000 and a $750,000 opinion fee;

   -- A&M's personnel's hourly rates are: managing director at
$675  to 875, director at 475 to 675, associate at 375 to 475 and
analyst at 275 to 375;

   -- KPMG's personnel hourly rates are: partner and managing
director at $555 to 730, senior manager/director at 390 to 630 and
manager at 330 to 510.

To the best of the Debtor's knowledge, the firms are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                            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.

The Bankruptcy Court approved the Disclosure Statement and
confirmed the Second Amended and Restated Joint Prepackaged Plan
of Reorganization.

No Committee was appointed in the cases.


CENTRAL EUROPEAN: U.S. Trustee Unable to Form Creditors Committee
-----------------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3 notified the
Bankruptcy Court that she was unable to appoint an official
committee of unsecured creditors in the Chapter 11 cases of
Central European Distribution Corporation, et al.

According to the Trustee, no unsecured creditor responded to the
U.S. Trustee's communication/contact for service on the committee.

                            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.

The Bankruptcy Court approved the Disclosure Statement and
confirmed the Second Amended and Restated Joint Prepackaged Plan
of Reorganization.


CHARTIS EXCESS: U.S. Court Recognizes Irish Proceedings
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
recognized the proceeding concerning Chartis Excess Limited's
scheme of arrangement sanctioned by a court in Ireland as a
foreign main proceeding pursuant to section 1517(b)(1) of the
Bankruptcy Code.

The Court's order provides that nothing in the order or the scheme
will terminate or render unenforceable the General Guarantee
Agreement dated May 28, 1998, pursuant to which National Union
Fire Insurance Company of Pittsburgh, Pennsylvania, USA agreed to
guarantee the obligations of the Company (under its former name:
Starr Excess Liability Insurance

                   About Chartis Excess Limited

Chartis Excess Limited, an Irish member of American International
Group Inc., filed a petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 13-10526) in Manhattan
on March 25, 2013, to seek recognition of its scheme of
arrangement sanctioned by a court in Ireland.

Chartis is a non-life insurance and reinsurance company, which
operates from its head office in Ireland and through branch
offices in Bermuda and the United Kingdom.  The Company is a
member of a group of insurance companies known as the AIG Group.

Alexander Rosati serves as foreign representative.  Howard Seife,
Esq., at Chadbourne & Parke, LLP, is the counsel in the U.S. case.
The Debtor estimated assets and debts in excess of $100 million.


CHEYENNE HOTEL: Can Employ Hunter Realty as Listing Agent
---------------------------------------------------------
Cheyenne Hotels LLC sought and obtained approval from the U.S.
Bankruptcy Court to employ Hunter Realty Associates, Inc. as
listing agent for the Debtor's Hotel Property.

The Debtor's principal asset consists of a hotel located in
Salida, Colorado operating under the trade name "Hampdon Inn &
Suites."  The Debtor's interest in the Hotel Property is subject
to secured claims.

The Debtor has negotiated an Exclusive Listing Contract with the
Broker.  The Listing Contract calls for a listing price of
$10,500,000, for a six-month term, and a commission of 3% of the
sales price if no other broker is involved in the sale, and an
additional 1% of the sales price if another broker is involved.
The Listing Contract is subject to approval by this Court.

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

                About Cheyenne Hotel Investments

Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on
June 28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, Esq.,
represents the Debtor as counsel.

Cheyenne Hotel Investments, LLC, owns a property consisting of a
104 room hotel located in Colorado Springs, and known as Homewood
Suites by Hilton.


CHRYSLER GROUP: Two Summary Judgment Bids on Dealer LOIs Denied
---------------------------------------------------------------
Before the U.S. District Court for the Eastern District of
Michigan in the litigation between Chrysler Group LLC and several
of its dealer parties is the issue of whether New Chrysler issued
to its remaining rejected dealers its "customary and usual" letter
of intent to enter into a sales and service agreement

Upon the 2009 bankruptcy of Chrysler LLC (Old Chrysler), Congress
enacted in December 2009, Section 747 of the Consolidated
Appropriations Act of 2010 to grant arbitration rights to
dealerships that were rejected in Chrysler's bankruptcy.  Those
arbitration determinations however gave rise to the ligitation
because the parties disagree as to what happens next after those
arbitration rulings.

In addition to Chrysler Group LLC (New Chrysler), there are two
different groups of dealers who became parties to the action.
First, eight dealers whose franchise agreements were rejected by
Old Chrysler and who prevailed in Section 747 arbitrations with
New Chrysler became parties in these consolidated actions: (1)
Livonia Chrysler Group LLC; (2) Village Chrysler Jeep, Inc. d/b/a
Village Automotive Center; (3) Fox Hills Motor Sales, Inc. d/b/a
Fox Hills Chrysler Jeep; (4) Boucher Imports, Inc. d/b/a Frank
Boucher Chrysler); (5) Jim Marsh American Corp.; (6) Spitzer
Autoworld Akron, LLC; (7) BGR, LLC d/b/a Deland Dodge; and
(8) Sowell Automotive, Inc., d/b/a Dodge City Chrysler Jeep --
collectively, the Rejected Dealers).  Second, there are a number
of existing dealers who became parties because they oppose New
Chrysler establishing or relocating a dealer who prevailed in a
Section 747 arbitration into their area without following the
provisions of state-law dealer acts -- the Interested Dealers.

After due deliberation, the Michigan District Court, in a March
27, 2012 Opinion and Order, declared that the sole and exclusive
remedy for a dealer rejected by Old Chrysler who prevails in a
Section 747 arbitration with New Chrysler is a customary and usual
letter of intent ("LOI") to enter into a sales and service
agreement with New Chrysler.  Section 747 does not provide
reinstatement of a rejected dealer who prevails in a Section 747
arbitration with New Chrysler, nor does it authorize an award of
monetary damages, the District Court further declared.

The March 27 Order, however, does not dispose of all claims and
counterclaims in the action.

The matter is now before the District Court on two summary
judgment motions: (1) Livonia's Motion for Summary Judgment,
wherein Livonia asks the Court to rule that the LOI it was issued
by New Chrysler is not New Chrysler's "customary and usual" LOI
and it is not in compliance with the Act; and (2) New Chrysler's
Motion for Summary Judgment, wherein it asks the Court to rule
that, with respect to all of the claims of Rejected Dealers, there
is no genuine issue of material fact that they were provided LOIs
that were customary and usual, in compliance with Section 747.

In an April 11, 2013 opinion, the District Court rejects that
argument that New Chrysler does not have a 'customary and usual'
LOI because (i) they always vary to some extent, and (ii) New
Chrysler has later modified provisions when entering into
settlement agreement with other parties.

Judge Sean F. Cox said that "[b]y using the phrase 'customary and
usual,' Congress appeared to reference a typical or usual LOI.  It
could have required the issuance of a specific or standard LOI,
but chose not to do so."  Instead, he held that "the proper
inquiry is to the LOIs New Chrysler issued, not whether New
Chrysler and other parties subsequently negotiated settlements
wherein New Chrysler agreed to modify terms."

The judge also clarified that the rejected dealers are not
entitled to LOIs that state their previous franchises are being
reinstated.

Judge Cox further held that contrary to New Chrysler's assertion,
rejected dealeres who signed the LOIs to them are not precluded
from arguing that those LOIs do not comply with the Act.

Accordingly, the District Court denied the parties' motions for
summary judgment.

The matter will proceed to a bench trial on Tuesday, July 9, 2013,
at 8:30 a.m., Judge Cox ruled.

Moreover, the District Court will hold a Final Pretrial Conference
on Monday, June 3, 2013, at 2:30 p.m.

The action is Chrysler Group LLC, Plaintiff, v. South Holland
Dodge, Inc., et al., Defendants; Consolidated with Livonia
Chrysler Jeep, Inc., a Michigan for profit corporation, Plaintiff,
v. Chrysler Group, LLC, et al., Defendants; Consolidated with
Chrysler Group LLC, Plaintiff, v. Sowell Automotive, Inc., et al.,
Defendants, Case Nos. 10-12984, 10-13290, 10-13908 (E.D. Mich.)  A
copy of Judge Cox's April 11, 2013 Opinion and Order is available
at http://is.gd/q3G9Icfrom Leagle.com.

                      About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

                           *     *     *

Chrysler has a 'B1' corporate family rating from Moody's.

Moody's upgraded the rating from 'B2' to 'B1' in February 2013.
Moody's said that the upgrade reflects Moody's expectation that
Chrysler will be able to sustain the progress it has made during
the past 18 months in strengthening its competitive position in
North America.


CINEMARK USA: Moody's Rates New $530MM Sr. Unsecured Notes 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
$530 million senior unsecured notes of Cinemark USA, Inc.
(Cinemark). The company plans to use proceeds primarily to redeem
its existing 8.625% senior unsecured bonds ($470 million
outstanding). The transaction does not meaningfully alter total
debt or the mix of debt capital, and all other ratings, including
Cinemark's B1 corporate family rating, are unchanged.

A summary of this action follows.

Cinemark USA, Inc.

Senior Unsecured Bonds, Assigned B2, LGD4, 66%

8.625% Senior Unsecured Bonds, B2, LGD adjusted to LGD4, 66% from
LGD4, 67%

5.125% Senior Unsecured Bonds, B2, LGD adjusted to LGD4, 66% from
LGD4, 67%

Senior Secured Bank Credit Facility, Ba1, LGD adjusted to LGD2,
15% from LGD2, 16%

Ratings Rationale:

Cinemark reported leverage of approximately 5.1 times debt-to-
EBITDA (per Moody's adjustments, including the capitalization of
operating leases) for the twelve months ended March 31. Adjusted
for the proposed transaction and the previously announced
acquisition of theaters from Rave Real Property Holdco, LLC
(Rave), Moody's estimates comparable leverage.

The transaction favorably extends the maturity profile and will
likely reduce annual interest expense. Given the sizeable cash
balance (approximately $725 million as of March 31, with
approximately $240 million likely to be used to fund the Rave
acquisition), the debt issuance demonstrates the desire to
maintain financial flexibility rather than to improve credit
metrics by repaying debt with cash on hand. This behavior is in
line with the company's track record. However, the cash balance
positions the company well to execute on potential acquisitions,
which could improve the credit profile.

Cinemark's B1 corporate family rating incorporates its high
leverage (approximately 5.1 times debt-to-EBITDA), which poses
challenge for operating in an inherently volatile industry reliant
on movie studios for product to drive the attendance that leads to
cash flow from admissions and concessions. Very good liquidity,
including a sizeable cash balance (approximately $725 million as
of March 31, with the Rave acquisition likely to use up about $240
million of cash), enables the company to better manage attendance
related volatility and indicates the ability to improve the credit
profile, though the company has to date demonstrated limited
desire to do so. Cinemark also benefits from scale and geographic
diversity, as well as good growth prospects for its international
business.

Moody's considers North American theatrical exhibition a mature
industry with low-to-negative growth potential, high fixed costs
and increasing competition from alternative media and anticipates
attendance growth will lag behind population growth for the
foreseeable future, with year to year volatility driven by the
popularity of the product. However, the industry remains viable
and stable throughout economic cycles. Cinemark differentiates
itself from rated peers with its industry leading margins and the
better growth prospects in its international operations.

Cinemark's ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Cinemark's core industry and
believes Cinemark's ratings are comparable to those of other
issuers with similar credit risk. 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 Plano, Texas, Cinemark Holdings, Inc., which owns
Cinemark USA, Inc. (Cinemark), operates 467 theatres with 5,259
screens in 39 U.S. states, Brazil, Mexico, Argentina and 10 other
Latin American countries. Its annual revenue is approximately $2.4
billion.


CINEMARK USA: S&P Assigns 'BB-' Rating to $530MM Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Plano, Texas-based
Cinemark USA Inc.'s proposed $530 million senior notes due 2023 an
issue-level rating of 'BB-', with a recovery rating of '4'.  The
'4' recovery rating indicates S&P's expectation of average (30% to
50%) recovery for noteholders in the event of a payment default.
The 'BB-' issue rating is at the same level as the 'BB-' corporate
credit rating on the company, as per S&P's notching criteria for a
recovery rating of '4'.  The company will use net proceeds from
the transaction to redeem its senior unsecured notes due 2019.
Leverage increases modestly, to 4.8x from 4.7x, for the 12 months
ended March 31, 2013.  S&P expects EBITDA coverage of interest to
improve to about 5.1x from about 4.5x pro forma for the
transaction.

The 'BB-' corporate credit rating on parent company Cinemark
Holdings Inc. reflects Standard & Poor's expectation that leverage
and capital spending will remain relatively high, but that
Cinemark will continue to be among the most profitable theater
chains, despite potential for some slowing of its long-term
growth.  S&P considers the company's business risk profile to be
"fair" (based on its criteria) because of its consistent operating
performance, despite the inherent unpredictably of the movie
business.  Relatively high leverage and aggressive capital
spending plans underpins S&P's view that Cinemark's financial risk
profile is "aggressive."

RATINGS LIST

Cinemark Holdings Inc.
Cinemark USA Inc.
Corporate Credit Rating           BB-/Stable/--

Cinemark USA Inc.
$530 mil sr unsecd nts due 2023   BB-
   Recovery Rating                 4


CJI LLC: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: CJI, LLC
        6231 Cove Creek Ct
        Burr Ridge, IL 60527

Bankruptcy Case No.: 13-20276

Chapter 11 Petition Date: May 14, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Matthew E. McClintock, Esq.
                  GOLDSTEIN & MCCLINTOCK LLLP
                  208 South LaSalle Street Suite 1750
                  Chicago, IL 60604
                  Tel: (312) 337-7700
                  E-mail: mattm@restructuringshop.com

Estimated Assets: $0 to $50,000

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

A list of the Company's five largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/ilnb13-20276.pdf

The petition was signed by Joseph A. Peterchalk, sole and sole
member.


CLEAR CHANNEL: Commences Private Offer for 10.75% Senior Notes
--------------------------------------------------------------
Clear Channel Communications, Inc. on May 21 disclosed that it has
commenced a private offer to holders of CCU's outstanding 10.75%
Senior Cash Pay Notes due 2016 and 11.00%/11.75% Senior Toggle
Notes due 2016 to exchange any and all Outstanding Notes for its
newly issued Senior Notes due 2021.  The Exchange Offer, which is
only available to holders of Outstanding Notes that have certified
their status as (i) both a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933, as
amended and an institutional "accredited investor" as that term is
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act, or (ii) not a "U.S. person" as that term is defined in Rule
902 under the Securities Act, is being made pursuant to an
Offering Circular dated May 21, 2013, and is exempt from
registration under the Securities Act.

Eligible Holders of Outstanding Notes must submit a letter of
transmittal on or prior to 11:59 p.m., New York City time, on June
18, 2013 unless extended, in order to be eligible to receive New
Notes in the Exchange Offer.  A participating holder that tenders
Outstanding Notes will receive the following consideration on the
closing date of the Exchange Offer:

Clear Channel                 CUSIP Nos.
Communications, Inc.
Outstanding
Notes
to be Exchanged

Outstanding Cash Pay Notes     184502BB7
Outstanding Toggle Notes       184502BE1



                     Consideration for each $1,000 Principal
                     Amount of Outstanding Notes Tendered on
                     or Prior to 5:00 p.m., New York City time,
Outstanding          on June 4, 2013, unless extended
Aggregate            (the "Early Tender Date")
Principal Amount

$796,250,000           $1,000 of New Notes
$1,282,493,821 (1)     $930 of New Notes and $70 of cash


Consideration for each $1,000
Principal Amount of
Outstanding Notes Tendered
After the Early Tender Date

$950 of New Notes
$880 of New Notes and $70 of cash

(1) Amount includes outstanding toggle notes held by CCU and its
subsidiaries.

Accrued and unpaid interest on accepted Outstanding Notes will be
paid in cash on the closing date of the Exchange Offer.  Tenders
of Outstanding Notes may be withdrawn prior to 5:00 p.m., New York
City time, on June 4, 2013, unless extended by us.

Consummation of the Exchange Offer is subject to the satisfaction
or waiver of certain conditions, including the receipt of valid
tenders of Outstanding Notes, not withdrawn, of at least $500.0
million principal amount (excluding Outstanding Notes held by CCU
or any of its affiliates).  CCU reserves the right, in its sole
discretion, to waive or modify any one or more of the conditions
to the Exchange Offer.

Holders of greater than $550.0 million of principal amount of the
Outstanding Notes (not including subsidiaries of CCU that hold
Outstanding Notes) have agreed to tender their Outstanding Notes
in the Exchange Offer.

The New Notes will accrue interest at the rate of (i) 12.0% per
annum in cash and (ii) 2.0% per annum through the issuance of PIK
notes, and will mature on February 1, 2021.

The Outstanding Notes are, and the New Notes will be, fully and
unconditionally guaranteed, jointly and severally, on a senior
basis by CCU's parent, Clear Channel Capital I, LLC, and all of
CCU's existing domestic wholly-owned restricted subsidiaries.

The New Notes and related guarantees will be offered only in
reliance on exemptions from registration under the Securities Act.
The New Notes and the related guarantees have not been registered
under the Securities Act, or the securities laws of any state or
other jurisdiction, and may not be offered or sold in the United
States without registration or an applicable exemption from the
Securities Act and applicable state securities or blue sky laws
and foreign securities laws.

Documents relating to the Exchange Offer will only be distributed
to holders of the Outstanding Notes that complete and return a
letter of eligibility confirming that they are Eligible Holders.
Holders of the Outstanding Notes that desire a copy of the
eligibility letter may contact D.F. King & Co., Inc., the exchange
agent and information agent for the Exchange Offer, by calling
toll-free (800) 829-6554 or at (212) 269-5550 (banks and brokerage
firms) or visit the website for this purpose at
http://www.dfking.com/ccu

This press release is for informational purposes only and shall
not constitute an offer to sell or exchange nor the solicitation
of an offer to buy the New Notes or any other securities. The
Exchange Offer is not being made to any person in any jurisdiction
in which the offer, solicitation or sale is unlawful. Any offers
of the New Notes will be made only by means of the Offering
Circular.

               About Clear Channel Communications

San Antonio, Texas-based Clear Channel Communications, Inc., an
indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is
one of the leading global media and entertainment companies
specializing in radio, digital, outdoor, mobile, live events, and
on-demand entertainment and information services for local
communities and providing premier opportunities for advertisers.

CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a
global media and entertainment company.  Its businesses include
radio and outdoor displays.

Clear Channel's balance sheet at March 31, 2013, showed $15.51
billion in total assets, $23.72 billion in total liabilities and a
$8.20 billion total shareholders' deficit.

As reported by the Troubled Company Reporter on May 21, 2013,
Moody's Investors Service said that Clear Channel Communications,
Inc.'s upsize of the term loan D to $4 billion from $1.5 billion
will not impact the Caa1 facility rating assigned. Clear Channel's
Corporate Family Rating is unchanged at Caa2. The outlook remains
Stable.

As reported by the Troubled Company Reporter on May 21, 2013,
Standard & Poor's Ratings Services announced that its issue-level
rating on San Antonio, Texas-based Clear Channel Communications
Inc.'s senior secured term loan remains unchanged at 'CCC+'
following the company's upsize of the loan to $4 billion from
$1.5 billion.  The rating on parent company CC Media Holdings Inc.
remains at 'CCC+' with a negative outlook, which reflects the
risks surrounding the long-term viability of the company's capital
structure.


COATES INTERNATIONAL: Incurs $805,800 Net Loss in First Quarter
---------------------------------------------------------------
Coates International, Ltd., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $805,848 on $4,800 of sublicensing fee revenue for
the three months ended March 31, 2013, as compared with a net loss
of $1.39 million on $4,800 of sublicensing fee revenue for the
same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $2.42
million in total assets, $4.92 million in total liabilities and a
$2.50 million total stockholdes' deficiency.

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

                        http://is.gd/lKrdq6

                    About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

Coates International disclosed a net loss of $4.53 million on $0
of sales for the year ended Dec. 31, 2012, as compared with a net
loss of $2.99 million on $125,000 of sales for the year ended Dec.
31, 2011.

Cowan, Gunteski & Co., P.A., in Tinton Falls, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing negative cash
flows from operations, recurring losses from operations, and a
stockholders' deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.


COMMSCOPE HOLDING: Senior Unsecured Notes Get Moody's Caa1 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to CommScope
Holding Company Inc.'s proposed senior unsecured notes. Moody's
also revised the rating of CommScope Inc.'s senior secured term
loan to Ba2 from Ba3 and affirmed all other ratings, including the
Corporate Family Rating ("CFR") of B2. Proceeds of the proposed
debt will be used to fund a distribution to shareholders and for
general corporate purposes. The debt-funded dividend is
detrimental to the credit profile but does not impact the CFR or
stable outlook.

The incremental debt would increase the adjusted financial
leverage to approximately 5.4x Debt/EBITDA on a pro forma basis
for the twelve months ended March 31, 2013. Leverage is expected
to decline towards 5x by the end of the year as the company
continues to implement margin improvement strategies as well as
benefit from the strength in the wireless segment.

While leverage levels increase with the transaction, CommScope's
credit metrics remain within the range acceptable for the B2
rating. Funded debt will, however, be higher than at the close of
Carlyle's 2011 buyout ($3.1 billion vs. $2.7 billion for the
buyout). Given the cyclical nature of the business, leverage could
easily surpass the level at close of the buyout. Though carrier
spending related to Long Term Evolution (LTE) network build outs
in the US has greatly benefited CommScope recently and lends
support to CommScope's 2013 plan, spending patterns remain
unpredictable in the long term and related growth volatile.

Ratings Rationale:

The B2 rating reflects the high financial leverage, the frequency
and severity of downturns in the connectivity industry and
challenges in predicting carrier spending patterns. The high
financial risk is balanced by the company's leading positions
across multiple end-markets, CommScope's scale and the seasoned
management team which has steered the company through multiple
industry cycles. The ratings also reflect the concentration in the
wireless carrier business which has been impacted by inherent
large fluctuations in telecom carrier build-out and upgrade
spending. Although it has been difficult to predict performance in
this and other key end markets, CommScope has good cash flow
generating capabilities in up and down markets.

Moody's expects modest growth over the next twelve months
primarily driven by wireless carrier infrastructure spending.
Given the sensitivity to the global economy however, overall
revenues could easily decline if the environment worsens. While
the business is cyclical, revenues are expected to organically
grow at 2% to 4% on average over the next several years.

The stable rating outlook assumes that credit measures will
improve in the near-term and the company will maintain a good
liquidity position. Ratings could face downward pressure if
leverage trends towards 6.5x or there is a deterioration in
Commscope's core markets. Additional debt financed shareholder
distributions could also negatively impact the ratings. Given the
aggressive financial policies of the company, an upgrade is
unlikely in the near term.

The ratings on the individual debt instruments were determined in
conjunction with Moody's Loss Given Default methodology and
reflect the instruments relative positions in the capital
structure.

Assignments:

Issuer: CommScope Holding Company, Inc.

  Proposed Senior Unsecured Regular Bond/Debenture, Caa1, LGD6,
  93 %

Upgrades:

Issuer: CommScope, Inc.

  Senior Secured Bank Credit Facility, Upgraded to Ba2 LGD2, 21 %
  from Ba3 LGD2, 28 %

Affirmations:

Issuer: CommScope, Inc.

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  Senior Unsecured Regular Bond/Debenture, Affirmed B3, revised
  to LGD4, 65 % from LGD5, 76 %

Outlook:

Issuer: CommScope, Inc.

Stable

Upon the closing of debt at the parent level, the corporate family
rating will be moved to CommScope Holding Company, Inc. from
CommScope Inc.

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

CommScope Inc., headquartered in Hickory, North Carolina, is a
leading global provider of connectivity and infrastructure
solutions targeted towards cable and telecom service providers as
well as the enterprise market. The company had LTM revenues of
over $3 billion for the period ended March 31, 2013.


COMMUNICATION INTELLIGENCE: Incurs $1.2 Million Net Loss in Q1
--------------------------------------------------------------
Communication Intelligence Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $1.19 million on $235,000 of total
revenue for the three months ended March 31, 2013, as compared
with a net loss of $819,000 on $667,000 of total revenue for the
same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $1.98
million in total assets, $1.50 million in total liabilities and
$486,000 in total stockholders' equity.

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

                       http://is.gd/wxP9U4

                About Communication Intelligence

Redwood Shores, California-based Communication Intelligence
Corporation is a supplier of electronic signature products and the
recognized leader in biometric signature verification.

In its audit report accompanying the financial statements for
2011, PMB Helin Donovan, LLP, in San Francisco, Calif.,
expressed substantial doubt about Communication Intelligence's
ability to continue as a going concern.  The independent auditors
noted that of the Company's significant recurring losses and
accumulated deficit.

The Company reported a net loss of $4.50 million for 2011,
compared with a net loss of $4.16 million for 2010.


COMMUNITY HOME: Court OKs Deal on Use of Cash Collateral
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
signed an agreed order that resolves Edwards Family Partnership,
LP and Beher Holdings Trust's second motion to prohibit Community
Home Financial Services, Inc.'s use of cash collateral, or, in the
alternative, for adequate protection.

The agreed order provides that, among other things:

   1. Beginning on May 1, 2013, and continuing until further order
of the Court, the Debtor will place all collections on the home
improvement loan transaction into a separate escrow account
established by the Debtor at Wells Fargo Bank.  The Debtor will
provide EFP and BHT with internet access to view the account.

   2. By May 3, the Debtor will provide a three month budget of
the expenditures it anticipates during that time period and only
those expenses that are in the budget will be paid from the escrow
account.

   3. All funds collected on the home improvement loan transaction
loans will be held in the escrow account and not dispersed, other
than to pay budgetary items, unless ordered otherwise by the
Court.

                  About Community Home Financial

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor, in an
amended schedule, disclosed $46,285,699 in assets and $30,271,339
in liabilities as of the Chapter 11 filing.  Judge Edward
Ellington presides over the case.

Derek A. Henderson, Esq., at Derek A. Henderson Law Office, in
Jackson, Mississippi; Jonathan Bissette Esq., at Wells Marble &
Hurst, PLLC, in Jackson, Mississippi; and Roy H. Liddell, Esq., at
Wells Marble & Hurst, PLLC, in Ridgeland, Mississippi, represent
the Debtor as counsel.


COOPER-BOOTH: Succumbs to Ch. 11 After Cigarette Smuggling Probe
----------------------------------------------------------------
Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized its
bank accounts to recover payments made by a large customer caught
smuggling Virginia-stamped cigarettes into New York.

Serving the mid-Atlantic region, Cooper Booth is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper Booth has
been in the wholesale distribution business since 1865 when the
Booth Tobacco Company was incorporated in Lancaster, Pennsylvania.
The company has been family owned and operated for three
generations.

"The Debtors were experiencing sales growth, were operating
profitably, and the future was bright and prosperous," Barry
Margolis, president of Cooper-Booth Management Company, explains
in court filings.

However, just last week, the company learned that one of its
customers, with multiple locations in Virginia, was accused of
smuggling Virginia stamped cigarettes into New York.  As part of
the investigation, the U.S. Government on Thursday last week
seized the main operating account of Wholesale at PNC Bank,
National Association, to recover payments for merchandise made by
the customer that was arrested, putting the company in the
precarious position of not being able to access funds to run the
day-to-day operations of the business.  In reaction to the seizure
warrant, PNC declared the Debtor in default of their prepetition
credit facilities.

Accordingly, the Debtors sought Chapter 11 so that they can
protect their assets while they reorganize their affairs.

The Company's assets include $700,000 in cash, $2.1 million in the
garnished account at PNC Bank, accounts receivable of $28.3
million, inventory of $23.1 million, and equipment of $5.8
million.

As of the Petition Date, the Debtors' total consolidated funded
senior debt obligations were approximately $10.7 million and
consisted of, among other things, $7.72 million owing on a
revolving line of credit facility, $2.83 million owing on a line
of credit for the purchase of equipment, and $166,000 due on a
corporate VISA Card.  PNC Bank asserts that the letter of credit
facility is secured by all personal property owned by Wholesale.
Unsecured trade payables totaled $22.8 million as of May 21, 2013.

                     First Day Motions

To minimize the adverse effects of the Chapter 11 filing on the
business, the Debtors have filed a variety of "first day" motions.

The Debtors filed, among other things, a request to use cash
collateral.  The Debtors say they require the ability to use cash
and the proceeds of existing accounts receivable to maintain the
operation of their business and preserve its value as a going
concern.

The Debtors also sought approval to pay wages and benefits owed to
250 employees, prohibit utility companies from discontinuing
service, and honor and maintain customer programs.

The Debtors ask the Court to extend the deadline to file the
formal schedules of assets and liabilities and statement of
financial affairs. The Debtors said that they won't be able to
complete the documents by the 14-day deadline established by the
Bankruptcy Rules.


COOPER-BOOTH: Taps Maschmeyer as Bankruptcy Counsel
---------------------------------------------------
Cooper-Booth Wholesale Company, L.P. and two affiliates seek
approval from the bankruptcy court to hire Maschmeyer Karalis P.C.
as counsel.

The Debtors have selected MK because of the firm's considerable
experience in Chapter 11 proceedings and in other areas of law
applicable to the bankruptcy cases.

The current rates of MK's personnel are:

                           Hourly Rate
                           -----------
        Shareholders           $500
        Associates         $190 to $420
        Paralegals             $120

MK does not hold nor represent any interest adverse to the Debtors
and is a "disinterested person" within the meaning of Sec. 101(14)
of the Bankruptcy Code.

On the Petition Date, MK received a retainer of $200,000 from the
Debtors.  It has received no other payments from the Debtors
within one year of the Petition Date.

                        Special Counsel

The Debtor said in the affidavit explaining the details of the
bankruptcy filing that it is also seeking to employ Blank Rome LLP
as special counsel.  The services which Blank Rome will provide to
the Debtors include, but are not limited to, providing advice and
representation concerning the seizure warrant issued by the U.S.
District Court for the Eastern District of New York, including
negotiations with federal agencies concerning the seizure warrant.

The application was not available in the docket as of the Petition
Date.


COOPER-BOOTH: Proposes ESBA as Financial Advisor
------------------------------------------------
Cooper-Booth Wholesale Company, L.P. and two affiliates seek
approval to hire Executive Sounding Board Associates, Inc., as
financial advisors.

ESBA will, among other things, assist the Debtors with the
development, evaluation, negotiation and execution of any
potential plan of reorganization or restructuring transaction.

On the petition date, ESBA received a retainer in the amount of
$100,000.

The firm's Michael DuFrayne will lead the project.  His billing
rate is $525 per hour but will be discounted to $495 per hour for
this engagement.  Other ESBA professionals will charge at these
rates:

        Managing Directors            $495 to $550
        Directors                     $350 to $425
        Consultants                   $250 to $345

ESBA will also seek to be reimbursed for reasonable out-of-pocket
expenses.

Mr. DuFrayne can be reached at:

    Micahel DuFrayne
    Managing Director
    EXECUTIVE SOUNDING BOARD ASSOCIATES INC.
    Tel: (215) 568-5788
    Fax: (215) 568-5769
    E-mail: mdufrayne@esba.com


CYCLONE POWER: Incurs $668,800 Net Loss in First Quarter
--------------------------------------------------------
Cyclone Power Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $668,886 on $251,441 of revenues for the
three months ended March 31, 2013, as compared with a net loss of
$776,592 on $0 of revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed $1.38
million in total assets, $4.14 million in total liabilities and a
$2.76 million total stockholders' deficit.

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

                        http://is.gd/bpxUiC

                        About Cyclone Power

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

Cyclone Power disclosed a net loss of $3 million on $1.13 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $23.70 million on $250,000 of revenue in 2011.

Mallah Furman, in Mallah Furman, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company's dependence on outside financing, lack of sufficient
working capital, and recurring losses raises substantial doubt
about its ability to continue as a going concern.


DAIS ANALYTIC: Incurs $306,000 Net Loss in First Quarter
--------------------------------------------------------
Dais Analytic Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $306,149 on $620,042 of revenue for the three months
ended March 31, 2013, as compared with a net loss of $18,383 on
$1.03 million of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed $1.08
million in total assets, $4.26 million in total liabilities and a
$3.18 million total stockholders' deficit.

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

                         http://is.gd/lQG88d

                        About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Cross, Fernandez & Riley LLP, in
Orlando, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses since
inception and has a working capital deficit and stockholders'
deficit of $3.22 million and $4.90 million at Dec. 31, 2011.

The Company reported a net loss of $2.33 million in 2011,
compared with a net loss of $1.43 million in 2010.


DBSI INC: Goldsmith's Motions in Litigation Trustee's Suit Denied
-----------------------------------------------------------------
The lawsuit JAMES R. ZAZZALI, as Litigation Trustee for the DBSI
Estate Litigation Trust, Plaintiff, v. MARTY GOLDSMITH and JOHN
DOE 1-10, Defendants, Adv. No. 12-06056-TLM (Bankr. D. Idaho),
seeks certain alleged fraudulent transfers made by certain of
DBSI's affiliated debtors and consolidated non-debtors.  Under the
complaint, the DBSI Trustee alleged that Marty Goldsmith received
about $29 million in exchange for purposefully selling
substantially overvalued 180-acre real property located in Ada
County, Idaho -- the Tanana Valley.

In April 2006, Mr. Goldsmith and Kastera LLC -- an entity
organized by two members of the Debtor's senior management --
executed a real estate purchase and sale agreement to transfer the
Tanana Valley for $35.8 million.  In October 2006, Debtor DBSI
2006 Land Opportunity Fund LLC or LOF funded $3 million of the
$3.4 million earnest money deposit for the Tanana Valley purchase.
The Trustee asserts that the $3 million went from LOF to Kastera
to Mr. Goldsmith, and Kastera was a mere conduit.  The $3 million
transfer is the first transfer the Trustee seeks to avoid as
fraudulent.

In February 2007, Tanana Valley LLC (TVLLC) was formed, who
executed a $26.35 million loan with Debtor DBSI 2006 Secured Notes
Corp or "Secured Notes."  The loan was transferred from Secured
Notes to non-debtor DBSI Redemption Reserve, then transferred to
TitleOne Corporation as the closing agent for the Tanana Valley
sale.  Of this amount, $25.4 million was for the benefit of Mr.
Goldsmith.  The $25.4 million is the second transfer the Trustee
seeks to avoid as fraudulent.

Before the Idaho bankruptcy court are the Defendant's Motion for
Judgment on the Pleadings (Rule 12(c) Motion) and Motion to
Dismiss for Failure to Join a Party Pursuant to Rule 19 (Rule
12(b)(7) Motion).

On his Rule 12(b)(7) Motion, Mr. Goldsmith argues that TVLLC is an
indispensable party to the complaint.  The Trustee counters that
no joinder of any other party is required under the facts
established by the Amended Complaint.

In an April 11, 2013 ruling, Bankruptcy Judge Terry L. Myers said
"At this stage, Trustee has sufficiently alleged facts supporting
maintenance of this action without joining TVLLC. First, Trustee
adequately alleged Kastera/TVLLC was a conduit for the LOF funds
in the Initial Transfer, and TVLLC and the escrow a conduit for
the Secured Notes funds paid Goldsmith in the Closing Transfer.
Second, even if Goldsmith's argument about Kastera/TVLLC being
more than a mere conduit is ultimately provable, this does not
necessarily mean Kastera/TVLLC need be joined before Trustee seeks
relief from Goldsmith as a subsequent transferee."

On his Rule 12(c) Motion, Mr. Goldsmith contended that all
constructive fraud causes of action fail because he provided
"reasonable equivalent value" in connection with the Initial and
Closing Transfers.  He also raised arguments premised on the
assumption that TVLLC is the party making the transfers.  He also
attacks the Trustee's unjust enrichment count.

To these, Judge Myers said Rule 12(c) motions have little utility
where factual disputes exist and the plaintiff's allegations must
be accepted as true.

Accordingly, the Bankruptcy Court denied the Defendant's Rule
12(b)(7) Motion and Rule 12(c) Motion.

A copy of Judge Myers' April 11, 2013 Memorandum of Decision is
available at http://is.gd/vz2GVnfrom Leagle.com.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On Nov. 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
DBSI estimated assets and debts between $100 million and
$500 million as of the Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report
released in October 2009.  McKenna Long & Aldridge LLP was counsel
to the Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates.  On Oct. 26, 2010, the trustee won confirmation of the
Second Amended Joint Chapter 11 Plan of Liquidation for DBSI,
paving the way for it to pay creditors and avoid years of
expensive litigation over its complex web of affiliates.  The
plan, which was declared effective Oct. 29, 2010, was co-proposed
by DBSI's unsecured creditors committee.

Pursuant to the confirmed Chapter 11 plan, the DBSI Real Estate
Liquidating Trust was established as of the effective date and
certain of the Debtors' assets, including the Debtors' ownership
interest in Florissant Market Place was transferred to the RE
Trust.  Mr. Zazzali and Conrad Myers were appointed as the post-
confirmation trustees.  Messrs. Zazzali and Myers are represented
by lawyers at Blank Rime LLP and Gibbons P.C.


DERBY DEVELOPMENT: Court Says Architect's Mechanic Lien Not Valid
-----------------------------------------------------------------
A Connecticut bankruptcy court ruled in favor of The Community
Preservation Corporation in the adversary proceeding it commenced
against Mario Paniccia and Viking Acquisitions, LLC (Bankr. D.
Conn., Adv. Pro. No. 11-5036).

The suit was filed to challenge the validity of a mechanic's lien
allegedly transferred to Viking.  The suit was brought in the
bankruptcy case of Derby Development Corp.  The Debtor has a
15-unit apartment complex in Derby, Conneticut, owned by David
Paniccia.  The defendant, Mario Paniccia, is David's uncle and an
architect who claims he provided pre-bankruptcy architectural
services to the Debtor.  CPC and Mario are listed as secured
creditors in the Debtor's case.

The Debtor filed several plans of reorganization.  Class 2 in each
plan classified Mario as a the holder of a secured claim.  CPC
argued that Mario's vote should not be counted because he is an
insider, to which the Debtor responded that Mario had transferred
the Mechanic's Lien to Viking.  As a consequence, the Debtor's
Plan was unconfirmable because there was no acceptance by any
impaired class, the only plan before the court is CPC's Third
Amended Plan.  The CPC Plan notes that Class 2 consists of the
Mechanic's Lien now or formerly held by Mario Paniccia, an insider
or affiliate of Derby, and which was originally scheduled by Derby
in the amount of no more than $160,000.

Bankruptcy Judge Alan H.S. Shiff notes that the undisputed facts
received into evidence support CPC's challenge to Mario's claim
that he is the current holder of the Mechanic's Lien with standing
to defend its viability.  There was no mention or implication that
a release agreement between Mario and Viking is also a mechanism
to re-assign the Mechanic's Lien to Mario.

But, the judge continued, even if Mario may be considered a bona
fide holder of the Mechanic's Lien who, therefore, has standing to
seek its allowance as a secured claim, CPC argued that its
challenge should be sustained on two bases: Mario did not comply
with the statutory requirements for the creation of a mechanic's
lien, and alternatively, even if a mechanic's lien was actually
created, Mario failed to maintain its perfection.

Even if the procedural requirements had been satisfied and the
Mechanic's Lien had been created, CPC's second argument as to why
the Mechanic's Lien is not valid is persuasive, the Bankruptcy
Court held.  Connecticut law requires that after a mechanic's lien
has been perfected by recording, it will "not continue in force"
for more than one year from the date of perfection unless the
lienholder commences an action to foreclose the lien and records a
lis pendens on the land records.  "Here, Mario would have had to
take action to maintain the Mechanics Lien within one year of
August 3, 2009. He failed to do so," Judge Shiff said.

A copy of the Judge Shiff's April 10, 2013 Memorandum of Decision
is available at http://is.gd/ZMK7Yyfrom Leagle.com.

Patrick M. Birney, Esq. -- pbirney@rc.com -- Martin A. Onorato,
Esq. -- monorato@rc.com -- and Elizabeth K. Wright, Esq. --
ewright@rc.com -- of ROBINSON & COLE, LLP, at 280 Trumbull Street,
Hartford, Conn., represent Community Preservation Corporation.

Jane I. Milas, Esq. -- jmilas@garciamilas.com -- of GARCIA &
MILAS, at 44 Trumbull Street, New Haven, Conn., represents Mario
Paniccia.

Anthony J. LaBella, Esq., of URY & MOSKOW, LLC, at 883 Black Rock
Turnpike, Fairfield, Conn., represent Viking Acquisitions, LLC.

                     About Derby Development

Derby Development Corporation filed for Chapter 11 bankruptcy
(Bankr. D. Conn. Case No. 10-50259) on Feb. 5, 2010.  The Debtor
owns real property in Derby, Connecticut, which consists of a
building with approximately 15 residential rental units.  Peter L.
Ressler, Esq., at Groob Ressler & Mulqueen, serves as counsel to
the Debtor.


DOLPHIN DIGITAL: Delays Form 10-Q for First Quarter
---------------------------------------------------
Dolphin Digital Media, Inc., said its Form 10-Q for the period
ended March 31, 2013, could not be filed within the prescribed
time because additional time is required by the Company's
management and auditors to prepare certain financial information
to be included in that report.

                       About Dolphin Digital

Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and
high quality digital entertainment.  By creating and managing
child-friendly social networking websites utilizing state-of the-
art fingerprint identification technology, Dolphin Digital Media,
Inc. has taken an industry-leading position with respect to
internet safety, as well as digital entertainment.

The Company reported a net loss of $1.23 million in 2011, compared
with a net loss of $5.63 million in 2010.

The Company's balance sheet at June 30, 2012, showed $2.55 million
in total assets, $5.92 million in total liabilities, all current,
and a $3.37 million total stockholders' deficit.


DR TATTOFF: Incurs $1.2 Million Net Loss in First Quarter
---------------------------------------------------------
Dr. Tattoff, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.25 million on $910,138 of revenue for the three months ended
March 31, 2013, as compared with a net loss of $617,917 on
$764,504 of revenue for the three months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $2.39
million in total assets, $3.93 million in total liabilities and a
$1.53 million total shareholders' deficit.

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

                         http://is.gd/I3Mqkp

                          About Dr. Tattoff

Beverly Hills, Calif.-based Dr. Tattoff, Inc., currently operates
or provides management services to five laser tattoo and hair
removal clinics located in Texas and California, all of which
operate under the Company's registered trademark "Dr. Tattoff."

Dr. Tattoff disclosed a net loss of $2.83 million on $3.20 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $2.47 million on $2.66 million of revenue during the
prior year.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company's current liabilities exceeded its current assets
by approximately $1,547,000, has shareholders' deficit of
approximately $806,000, has suffered recurring losses and negative
cash flows from operations, and has an accumulated deficit of
approximately $7,407,000 at Dec. 31, 2012, which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


EARTHBOUND HOLDINGS: S&P Revises Outlook & Affirms 'B-' CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
San Juan Bautista, Calif.-based Earthbound Holdings III LLC to
negative from developing.  S&P also affirmed the corporate
credit rating at 'B-'.

On March 31, 2013, Earthbound had approximately $342 million of
total debt outstanding.

"The outlook revision reflects our belief that Earthbound will
have difficulty complying with its financial covenants over the
near term, given its weaker-than-expected operating performance
and continued tight covenant cushion," said Standard & Poor's
credit analyst Jeff Burian.  "While operating results showed some
improvement, we estimate that Earthbound's covenant cushion level
was very limited at the end of the first quarter of 2013.  As a
result, we believe that the company's liquidity position may
weaken and that it may not be able to remain in compliance with
its covenants during the next several quarters when covenant
levels become more restrictive."

Although Earthbound's credit agreement has equity cure rights,
these rights are limited to two per year and Earthbound has
already received a cure of about $9 million during the first
quarter of 2013.  The company has not announced plans to restore
covenant cushion via any type of amendment process.

The ratings on Earthbound reflect Standard & Poor's view of the
company's narrow product focus, limited international presence,
and its participation in the produce industry, which S&P believes
is subject to uncontrollable factors such as potential supply
disruption, weather, and crop disease.  Additionally, S&P
considered the company's good market positions in the expanding
organic produce category, its customer diversity, and its well-
recognized brand name.

The ratings also reflect Earthbound's significant debt burden,
very aggressive financial policy, and our assessment of its less-
than-adequate liquidity.

"We could consider lowering the ratings if the company is unable
to demonstrate a credible plan to remedy its covenant cushion and
is unable to remain in compliance with its financial covenants,"
said Mr. Burian.


ECO BUILDING: Delays Form 10-Q for First Quarter
------------------------------------------------
Eco Building Products, Inc., said its quarterly report could not
be filed within the prescribed time period due to the Company
requiring additional time to prepare and review the quarterly
report for the period ended March 31, 2013.  That delay could not
be eliminated by the Company without unreasonable effort and
expense.  In accordance with Rule 12b-25 of the Securities
Exchange Act of 1934, the Company will file its Form 10-Q no later
than five calendar days following the prescribed due date.

                         About Eco Building

Vista, Calif.-based Eco Building Products is a manufacturer of
proprietary wood products treated with an eco-friendly proprietary
chemistry that protects against mold, rot, decay, termites and
fire.

Sam Kan & Company, in Alameda, Calif., expressed substantial doubt
about Eco's ability to continue as a going concern following the
fiscal 2012 financial results.  The independent auditors noted
that the Company has generated minimal operating revenues, losses
from operations, significant cash used in operating activities and
its viability is dependent upon its ability to obtain future
financing and successful operations.

The Company's balance sheet at Dec. 31, 2012, showed $5.03 million
in total assets, $10.88 million in total liabilities and a $5.85
million total stockholders' deficit.  The Company reported a net
loss of $11.2 million on $3.7 million of revenue in fiscal 2012,
compared with a net loss of $6.0 million on $1.3 million of
revenue in fiscal 2011.


EGPI FIRECREEK: Delays First Quarter Form 10-Q for Review
---------------------------------------------------------
EGPI Firecreek, Inc., is delayed in filing its quarterly report on
Form 10-Q for the quarter ended March 31, 2013, in order to enable
its independent registered public accounting firm to complete its
review of the Company's financial statements to be contained in
the Report and for XBRL processing requirements.

                        About EGPI Firecreek

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

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

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

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

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


EPAZZ INC: Delays First Quarter Form 10-Q to Complete Review
------------------------------------------------------------
Epazz, Inc., said it has experienced delays in completing its
financial statements for the quarter ended March 31, 2013, as its
auditor has not had sufficient time to review the financial
statements.  As a result, the Company is delayed in filing its
Form 10-Q for the quarter ended March 31, 2013.

                          About EPAZZ Inc.

Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources.  The
idea behind the Company was that if the information and resources
provided by colleges and universities was better organized and
targeted toward each individual, the students would encounter a
personal experience with the college or university that could lead
to a lifetime relationship with the institution.  This concept is
already used by business software designed to retain relationships
with clients, employees, vendors and partners.

In its report on the financial statements for 2011, Lake &
Associates CPA's LLC, in Schaumburg, Illinois, expressed
substantial doubt as to the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a significant accumulated deficit and continues to incur
losses.  The Company's viability is dependent upon its ability to
obtain future financing and the success of its future operations.

The Company reported a net loss of $336,862 in 2011, compared with
net income of $120,785 in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.42
million in total assets, $1.98 million in total liabilities and a
$561,200 total stockholders' deficit.

                          Bankruptcy Warning

The Company said in its 2011 annual report that it cannot be
certain that any financing will be available on acceptable terms,
or at all, and the Company's failure to raise capital when needed
could limit its ability to continue and expand its business.  The
Company intends to overcome the circumstances that impact its
ability to remain a going concern through a combination of the
commencement of additional revenues, of which there can be no
assurance, with interim cash flow deficiencies being addressed
through additional equity and debt financing.  The Company's
ability to obtain additional funding for the remainder of the 2012
year and thereafter will determine its ability to continue as a
going concern.  There can be no assurances that these plans for
additional financing will be successful.  Failure to secure
additional financing in a timely manner to repay the Company's
obligations and supply the Company sufficient funds to continue
its business operations and on favorable terms if and when needed
in the future could have a material adverse effect on its
financial performance, results of operations and stock price and
require the Company to implement cost reduction initiatives and
curtail operations.  Furthermore, additional equity financing may
be dilutive to the holders of the Company's common stock, and debt
financing, if available, may involve restrictive covenants, and
strategic relationships, if necessary to raise additional funds,
and may require that the Company relinquish valuable rights.  In
the event that the Company is unable to repay its current and
long-term obligations as they come due, the Company could be
forced to curtail or abandon its business operations, or file for
bankruptcy protection; the result of which would likely be that
the Company's securities would decline in value or become
worthless.


FLAT OUT: Authorized to Implement Employee Retention Program
------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court Southern
District of New York authorized Flat Out Crazy, LLC, et al., to
implement an employee retention program for certain non-insider
key employees and make payments thereunder.

The Court ruled that the retention program is approved in its
entirety, and the Debtors are authorized to implement the
retention program and to make payments to eligible corporate
employees thereunder in the Debtors' sole discretion; provided,
that The HillStreet Fund, IV L.P., will make the payments to
eligible store managers under the retention program immediately
upon the closing of the sale transactions to HillStreet and the
payments will not be subject to reimbursement by, or a claim
against, the Debtors.

                        About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.  The Debtors have tapped Squire Sanders (US) LLP
as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing
and administrative agent; William H. Henrich and Mark Samson from
Getzler Henrich as their co-chief restructuring officers; and J.H.
Chapman Group, L.L.C, as their investment bankers.

The Debtor disclosed $24,339,542 in assets and $15,899,166 in
liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the Debtors' cases.  The Committee tapped to retain Kelley Drye &
Warren LLP as its counsel and CBIZ Accounting, Tax and Advisory of
New York, LLC as financial advisor.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed Alan
Chapell, as the consumer privacy ombudsman in the Debtors' cases.


FISHER ISLAND: June 20 Hearing on Show Cause and Case Dismissal
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
continued until June 20, 2013, at 3 p.m., the hearing to consider
the motion to show cause and dismiss the Chapter 11 case of Fisher
Island Investments, Inc., et al.

Petitioning creditors, Solby+Westbrae Partners, 19 SHC, Corp.,
Ajna Brands, Inc., 601/1700 NBC, LLC, Axafina, Inc., and Oxana
Adler, LLM notified the Court, on Sept. 18, 2012, that they had
withdrawn their respective petitions and further confirm that they
are not prosecuting or seeking an order for relief in the Debtors'
involuntary bankruptcy cases.

In this relation, the petitioning creditors request that the Court
dismiss their involuntary petitions and the bankruptcy cases.

                  About Fisher Island Investments

Solby+Westbrae Partners; 19 SHC Corp.; Ajna Brands Inc.; 601/1700
NBC LLC; Axafina Inc.; and Oxana Adler, LLM, filed an involuntary
Chapter 11 petition against Miami Beach, Florida-based Fisher
Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-17047) on
March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).  Judge A. Jay Cristol
presides over the case.  The case was previously assigned to Judge
Laurel M. Isicoff.

Petitioning creditors are represented by Craig A. Pugatch, Esq.,
and George L. Zinkler, Esq., at Rice Pugatch Robinson & Schiller,
P.A., 101 NE 3 Ave. Suite 1800, Fort Lauderdale FL 33301.

John F. O'Sullivan, Esq., at Hogan Lovells US LLP, Patricia A.
Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.,, and Terrance A. Dee, Esq., at DiBello, Lopez &
Castillo, P.A., represent Alleged Debtor Fisher Island
Investments, Inc., as counsel.

Donald F. Walton, the U.S. Trustee for Region 21, appointed James
S. Feltman as an examiner in the involuntary cases.  Greenberg
Traurig, P.A., serves as counsel for the examiner while Leshaw
Law, P.A., is the co-counsel.


FOREVERGREEN WORLDWIDE: Delays Form 10-Q for First Quarter
----------------------------------------------------------
Forevergreen Worldwide Corp. is unable, without unreasonable
effort and expense, to file the Form 10-Q for the period ended
March 31, 2013, within the prescribed time period due to its
difficulty in obtaining and completing the financial and other
information required for that report.

                    About ForeverGreen Worldwide

Orem, Utah-based ForeverGreen Worldwide Corporation is a holding
company that operates through its wholly owned subsidiary,
ForeverGreen International, LLC.  The Company's product philosophy
is to develop, manufacture and market the best of science and
nature through innovative formulations as it produces and
manufactures a wide array of whole foods, nutritional supplements,
personal care products and essential oils.

Forevergreen Worldwide disclosed a net loss of $884,858 on $12.48
million of net revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $1.45 million on $13.70 million of net
revenues for the year ended Dec. 31, 2011.  The Company's balance
sheet at Dec. 31, 2012, showed $1.39 million in total assets,
$5.90 million in total liabilities, and a $4.51 million total
stockholders' deficit.

Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, 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 accumulated net
losses of $35,458,353 and has had negative cash flows from
operating activities during the year ended Dec. 31, 2012, of
$8,860.  These matters raise substantial doubt about the Company's
ability to continue as a going concern.


GABRIEL TECHNOLOGIES: Qualcomm Inc. Wants Case Converted to Ch.7
----------------------------------------------------------------
Qualcomm Incorporated, a creditor of Gabriel Technologies
Corporation, et al., filed a motion with the U.S. Bankruptcy Court
seeking to convert the Debtor's chapter 11 case to a liquidation
in chapter 7 or, in the alternative, to appoint a chapter 11
trustee.

                  About Gabriel Technologies

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

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

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

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

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

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


GATZ PROPERTIES: Long Island Golf Course Has $6MM Opening Bid
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when the Long Island National Golf Course in
Riverhead, New York, goes up for auction on June 24, the first bid
of $6 million will be made by Golf Riverhead LLC.  The bankruptcy
court in Central Islip, New York, approved sale procedures on May
17.  Competing bids are due June 17.  A hearing to approve a sale
is set for June 26.  The club previously said there are a "myriad"
of interested buyers.  The public course is worth $7.7 million,
according to a court filing when the Chapter 11 reorganization
began in July.

                       About Gatz Properties

Gatz Properties LLC filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 12-74493) on July 20, 2012, in Central Islip, New York.
The Company scheduled $7,877,511 in assets and $7,892,130 in
liabilities.  Bankruptcy Judge Alan S. Trust oversees the Debtor's
case.  Salvatore LaMonica, Esq., at LaMonica Herbst and
Maniscalco, in Wantagh, New York, serves as counsel.


GENELINK INC: Incurs $353,700 Net Loss in First Quarter
-------------------------------------------------------
Genelink, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $353,771 on $399,896 of revenues for the three months ended
March 31, 2013, as compared with a net loss of $105,673 on
$771,664 of revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $1.23
million in total assets, $4.25 million in total liabilities and a
$3.01 million total stockholders' deficit.

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

                        http://is.gd/CH2CEu

                           About Genelink

Based in Orlando, Fla., GeneLink, Inc., is a solution provider in
the genetically customized nutritional and personal care
marketplace.

Genelink disclosed a net loss of $3.05 million on $2.13 million of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $3.83 million on $4.68 million of revenue during the prior
year.

Hancock Askew & Co., LLP, in Savannah, GA, 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 significant net losses in 2012 and 2011,
has a working capital deficit and a significant accumulated
deficit.  These items raise substantial doubt as to the Company's
ability to continue as a going concern.


GGW BRANDS: Trustee to Sue for Ownership of Girls Gone Wild Name
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for the company producing the "Girls Gone
Wild" video series will be starting a lawsuit to recover ownership
of the trademarks.

The report relates that, as told in court filing by trustee
R. Todd Neilson, an affiliate named GGW Marketing owned the
trademarks until November 2011 when they were transferred for
nothing to an entity named Path Media Holdings LLC.  The trustee
says the transfer was designed to shelter assets while the company
was in litigation with Wynn Las Vegas LLC.

The trustee says the company had a license to use the trademarks
until the license was canceled a few days before the Chapter 11
filing in February.  The company received a short-term license to
use the marks until May 31.

The report relates that this week the bankruptcy court in Los
Angeles gave Mr. Neilson the right to reinstate the corporate
existence of GGW Marketing, which had been dissolved, and then put
the entity into bankruptcy.  The bankruptcy court authorized the
trustee to file fraudulent-transfer lawsuits to recover ownership
of the marks.  Without the marks, Mr. Neilson says the company
can't survive.

The trustee's papers allege that the company's founder Joe Francis
controls Path Media, the company currently holding ownership of
the marks.  Mr. Francis previously contended that he wasn't a
company officer and had no ownership interest.  The trustee was
appointed following allegations that the company was paying his
personal expenses.

                         About GGW Brands

Santa Monica, California-based GGW Brands, LLC, the company behind
the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 13-15130) on Feb. 27, 2013.  Judge Sandra R.
Klein oversees the case.  The company is represented by the Law
Offices of Robert M. Yaspan.  The company disclosed $0 to $50,000
in estimated assets and $10 million to $50 million in estimated
liabilities in its petition.

Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC
also sought Chapter 11 protection.

In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as
Chapter 11 Trustee to take over the companies.  Mr. Neilson has
investigated failed solar-power company Solyndra and was involved
in the Mike Tyson and Death Row Records bankruptcy cases.


GLOBE ENERGY: Moody's Assigns B2 Rating to New $350MM Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned a first time corporate family
rating of B2 to Globe Energy Services, LLC (GES), and a B2 rating
to the company's proposed $350 million term loan maturing 2019.
The net proceeds from this offering will be used to primarily
refinance an existing $320 million term loan (unrated) put in
place in late 2012 to acquire Paul Musslewhite Trucking LLC
(Musslewhite), an oilfield services competitor with primary
presence in the Permian basin. The rating outlook is stable.

Issuer: Globe Energy Services, LLC

Ratings assigned:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

$350 million Term Loan B due 2019, B2 (LGD4, 53%)

Ratings Rationale:

The B2 CFR reflects GES's modest scale, fragmented, yet growing,
nature of the fluid services industry, disproportionate reliance
on EBITDA from recently acquired Musslewhite, customer
concentration with top three customers, geographic concentration
weighted to one hydrocarbon producing basin, and exposure to
volatility of US energy drilling activity. Moody's notes that of
the pro forma 2012 EBITDA for the combined entity, roughly 60% was
contributed by Musslewhite which only accounted for 45% of the pro
forma revenues. However, the rating recognizes the combined
entity's dominant position in the Permian with the majority of
revenues tied to production activities, favorable current trends
in both drilling and production in North America, long history and
relatively predictable water production profile in the Permian,
expectation of good cash flow generation and debt metrics, and
track record of customer relationships.

The B2 rating on the $350 million term loan, the same as the CFR,
reflects its dominant position in the company's capital structure.
The facility is secured by a first lien against the fixed assets
and a second lien on accounts receivable and inventory. The B2
rating on the term loan also reflects both the overall probability
of default of GES, to which Moody's has assigned a B2-PD
Probability of Default Rating, and a loss given default of LGD 4,
53%, under Moody's Loss Given Default Methodology. In addition to
the term loan, GES will have a $60 million ABL credit facility.
The ABL revolver will have a first lien on accounts receivable and
inventory.

GES is expected to have good liquidity through at least the first
half of 2014, primarily due to strong expected free cash flow
generation. Moody's expects that GES's internally generated cash
flow will cover capital expenditures over the next year leaving
room for voluntary prepayment of a portion of the term loan. The
company will have a borrowing base governed $60 million asset-
based revolving credit facility that matures in 2018. Alternate
liquidity is limited given that substantially all of the company's
assets will be pledged under the revolving credit facility and the
senior secured term loan.

The stable outlook reflects the need for services provided by GES
as the production and drilling activity is expected to remain
robust in the Permian basin, good liquidity, and an expectation
that the management will further integrate the Musslewhite
acquisition while continuing to build the combined company's track
record and invest adequately to maintain capabilities and safety
standards.

An upgrade is currently unlikely. However, Moody's could consider
an upgrade if there is a material increase in geographic
diversity, product line balance, and scale that is funded
conservatively. The ratings could be lowered if leverage sustains
above 3x and EBIT interest coverage below 4x, fluid services
industry fundamentals worsen in the Permian on a prolonged basis,
liquidity deteriorates, or the company generates negative free
cash flow for more than two quarters.

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

Global Energy Services LLC is an oilfield services company that
provides a variety of fluid management and wellsite services to
exploration and production companies and other oilfield service
contractors operating primarily in the Permian Basin. GES also has
a presence in the mid-continent region, Eagle Ford Shale, and East
Texas. GES is a private company based in Snyder, Texas, and is
majority held by a private equity sponsor (Altpoint Capital, 49%
ownership) and management (31%).


GLOBE ENERGY: S&P Assigns 'B' CCR & Rates $350MM Loan Due 2019 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Snyder, Texas-based Globe Energy Services LLC.
The outlook is stable.

At the same time, S&P assigned its 'B' issue rating (the same as
the corporate credit rating) to Globe's proposed $350 million term
loan B due 2019.  The recovery rating is '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery in the event of a
payment default.

"The ratings on Globe Energy Services LLC reflect our view of the
company's 'vulnerable' business risk and 'highly leveraged'
financial risk profiles and our assessment of liquidity as
'adequate'," said Standard & Poor's credit analyst Paul Harvey.

These assessments reflect Globe's limited scale of operations in
the oilfield services industry, participation in a highly
fragmented industry with low technological complexity, and
exposure to the often volatile drilling levels and resulting well
count of the exploration and production industry.  On the other
hand, near-term financial measures should be well within S&P's
expectations for the rating, supported by low maintenance capital
spending and resulting free cash flow.  S&P expects the company to
use its cash flows for debt repayment and organic growth.  In
addition, S&P expects Globe and Musslewhite's core market in the
Permian Basin to continue to generate above-average margins,
despite generally weaker oilfield services market conditions, that
should support earnings and expectations for free operating cash
flow.

The stable outlook reflects S&P's expectation that Globe will
maintain debt leverage of 3.5x or less, while successfully
integrating the acquisition of Musslewhite.  S&P expects Globe to
use free cash flow for debt repayment and reinvestment in the
company.

S&P would consider an upgrade if Globe can increase its scale of
operations more consistent with a 'B+' level rating, such as
annual EBITDA of $150 million to $200 million.  At the same time,
Globe would need to reduce its reliance on the fluid handling
business and enter another core market outside the Permian Basin.

S&P could lower ratings if it expects debt leverage to exceed 6x
without a near-term remedy.  This would most likely occur over the
next 12 to 18 months if Globe deviates from S&P's expectations and
pursues aggressively funded acquisitions or other leveraging
transactions.  In addition, S&P could lower ratings if Globe is
unable to complete the integration of the Musslewhite acquisition
and margins fall significantly below expectations.

Globe is a privately held company, with the majority owned by
Altpoint Capital (48%) and management (31%).  S&P expects Globe to
use proceeds from the term loan to refinance debt related to its
December 2012 acquisition of Paul Musslewhite Trucking Co. LLC
(Musslewhite) and general purposes.


GOSPEL RESCUE: Ordered to File Affidavits on 5 Claim Objections
---------------------------------------------------------------
Gospel Rescue Ministries of Washington, D.C. Inc. has been ordered
by a bankruptcy court in Washington D.C. to file affidavits
establishing amounts on claims asserted by five claimants.

The Debtor objected to, and sought the disallowance of, the claims
of General Electric Capital Corporation, De Lage Landen Financial
Services, Comptroller of Maryland, MegaPath Corporation, and
Colonial Life Insurance.

Bankruptcy Judge S. Martin Teel, Jr. said the affidavits should
establish the amounts the Debtor determine are excessive, and be
served on the claimants.

A copy of Judge Teel's April 10, 2013 Memorandum Decision and
Order is available at http://is.gd/vQrw8Mfrom Leagle.com.

                 About Gospel Rescue Ministries

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

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

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


GREEN EARTH: Incurs $2.2 Million Net Loss in March 31 Quarter
-------------------------------------------------------------
Green Earth Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.17 million on $2.03 million of net sales for the
three months ended March 31, 2013, as compared with a net loss of
$611,000 on $1.52 million of net sales for the same period during
the prior year.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $7.15 million on $5.39 million of net sales for the
three months ended March 31, 2013, as compared with a net loss of
$7.56 million on $4.94 million of net sales for the same period a
year ago.

The Company's balance sheet at March 31, 2013, showed $10.15
million in total assets, $24.49 million in total liabilities and a
$14.33 million total stockholders' deficit.

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

                        http://is.gd/GHW11g

                   About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products.  The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.

Green Earth reported a net loss of $11.26 million for the year
ended June 30, 2012, compared with a net loss of
$12.21 million during the prior fiscal year.

Friedman LLP, in East Hanover, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the fiscal year ended June 30, 2012.  The independent auditors
noted that the Company's losses, negative cash flows from
operations, working capital deficit and its ability to pay its
outstanding liabilities through fiscal 2013 raise substantial
doubt about its ability to continue as a going concern.


HAMPTON CAPITAL: May 30 Hearing on Private Sale
-----------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina will convene a hearing on May 30, 2013, at 10 a.m., to
consider approval of Hampton Capital Partners, LLC's private sale
of real property in an auction led by Lady Builders, LLC.

The Debtor sought permission to privately sell its primary
manufacturing plant in Aberdeen, North Carolina known as 3140 NC 5
Highway, Aberdeen, North Carolina, for $1,750,000

The property is encumbered by the postpetition and prepetition
secured claims of Bank of America, N.A.; a junior lien held by
Ronile, Inc., and a secured claim of The Moore County Tax
Collector amounting to $114,146.

Binswanger has marketed the property to numerous potential
interested parties, and the Debtor believes that the proposed sale
is the highest and best price available in the current market.

The agreement includes a commitment to close and consummate the
sale promptly following entry of an order approving the sale,
assuming no stay thereof, and in no event later than May 30, 2013.

                  About Hampton Capital Partners

Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-bk-80015) on Jan. 7, 2013.

The Company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey.  The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964.  Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C.

Northen Blue, LLP, serves as counsel to the Debtor.  Getzler
Henrich & Associates LLC is the financial consultant.

Five creditors have been appointed to serve on the Official
Committee of Unsecured Creditors.


HEALTHWAREHOUSE.COM INC: Karen Singer Held 8.3% Stake at May 7
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Karen Singer reported that, as of May 7,
2013, she beneficially owned 2,176,015 shares of common stock of
HealthWarehouse.com, Inc., representing 8.3% of the shares
outstanding.  Ms. Singer previously reported beneficial ownership
of 1,899,828 common shares or a 14.7% equity stake as of June 28,
2012.  A copy of the amended filing is available at:

                        http://is.gd/HNu53q

                     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.


HEALTHWAREHOUSE.COM INC: Lloyd Miller Owned 8.3% Stake at May 7
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Lloyd I. Miller, III, disclosed that, as of
May 7, 2013, he beneficially owned 2,176,015 shares of common
stock of HealthWarehouse.com, Inc., representing 8.3% of the
shares outstanding.  Mr. Miller previously reported beneficial
ownership of 1,899,828 common shares or a 14.7% equity stake as of
June 28, 2012.  A copy of the amended regulatory filing is
available for free at http://is.gd/ZF0odW

                     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.


HIGHWAY TECHNOLOGIES: Sale Falls Apart, Files Ch.11 to Liquidate
----------------------------------------------------------------
Highway Technologies Inc. filed a Chapter 11 petition May 22
(Bankr. D. Del. Case No. 13-11326) after shutting down the
business on May 17.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Houston-based company had been in buyout talks
with a competitor until the prospective buyer decided to drop out
on May 14. The company then shut down its 32 locations in 13
states, firing most of the 825 workers.

According to the report, the company intends to hire Hilco
Industrial LLC to sell the assets either at auction or as a
standalone businesses.  The bankruptcy will be financed with a $3
million loan provided by a group of pre-bankruptcy lenders
including Oak Hill Special Opportunities Fund LP.

Assets were listed for $55 million, with debt totaling $102
million, including $66.8 million in secured debt.  Trade
suppliers are owed $23 million. There is $88.7 million in
potential liability on surety bonds.

The current owners acquired the business in 2007.  In August
2010, "financial irregularities and unreported losses were
discovered," according to a court filing.


HOLLYFRONTIER CORP: S&P Raises Corp. Credit Rating From 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas-based HollyFrontier Corp. and subsidiary Frontier
Oil Corp. to 'BBB-' from 'BB+'.  The outlook is stable.  At the
same time, S&P raised the issue-level rating on HollyFrontier's
senior unsecured debt to 'BBB-' from 'BB+'.

The upgrade reflects HollyFrontier's long track record of being
among the most profitable refineries in the U.S. combined with
very conservative financial  measures that it has sustained
throughout the cycle.  Over the past two years, the company has
benefited from favorable pricing on West Texas Intermediate crude
(WTI) relative to Brent and Louisiana Light Sweet crude.  While
S&P expects the company's profitability advantage to decrease over
the next 12 to 24 months due to a contraction of the differential,
S&P believes that HollyFrontier is better situated than its peers.
Due to the proximity of its refineries to growing domestic oil
fields, S&P expects the company will likely enjoy a $3 to $5 per
barrel feedstock advantage relative to the bulk of U.S. refiners
that operate in the Gulf Coast.  Still, HollyFrontier's business
risk position is tempered by the extreme volatility of oil
refining margins and its more modest scale relative to investment-
grade peers.

The stable outlook on the rating reflects HollyFrontier's above-
average profitability compared with that of its peers and its very
low financial leverage  measures.  In particular, S&P would expect
the company to maintain close to zero net debt during most years
and less than 1x-1.5x gross adjusted debt to EBITDA under midcycle
conditions, recognizing that EBITDA will be highly volatile along
with refining margins.

"Given our assessment of HFC's business risk and the inherent
volatility of the industry, we currently view an upgrade as
unlikely without increased scale and asset diversity or preemptive
pay down of balance sheet debt.  We could lower the rating if the
company encounters operational difficulties, engages in a
leveraging transaction, or pursues less conservative financial
policies or if we believe the HollyFrontier's historical
profitability will become less sustainable," said Standard &
Poor's credit analyst Nora Pickens.


HORNE INTERNATIONAL: Delays Q1 Form 10-Q, Expects $217,000 Loss
---------------------------------------------------------------
Due to reduced staffing levels, Horne International, Inc.,
experienced delays in closing its quarter, and consequently its
independent registered public accounting firm was unable to
complete its review of the Company's Quarterly Report on Form 10-Q
within the prescribed time period without unreasonable effort or
expense.  The Form 10-Q will be filed no later than the fifth
calendar day following the prescribed due date.

The Company expects to report a net loss of approximately
$(217,900) on revenues of approximately $14,000 for the three
months ended March 31, 2013, compared to net loss of approximately
$(336,000) on revenues of approximately $1.430 million for the
quarter ended March 25, 2012.  The anticipated net loss is
primarily due to the significant amount of low margin revenues.

Fairfax, Va.-based Horne International, Inc., is an engineering
services company focused on provision of integrated, systems
approach based solutions to the energy and environmental sectors.

Stegman & Company, in Baltimore, Maryland, expressed substantial
doubt about Horne International's ability to continue as a going
concern.  The independent auditors noted that the Company has
experienced continuing net losses for each of the last four years
and as of Dec. 31, 2012, current liabilities exceeded current
assets by $2.26 million.

The Company reported a net loss of $1.6 million on $4.1 million of
revenue in 2012, compared with a net loss of $121,000 on
$5.7 million of revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.2 million
in total assets, $3.2 million in total liabilities, and a
stockholders' deficit of $2.0 million.


HYPERTENSION DIAGNOSTICS: Had $628,500 Net Loss in March 31 Qtr.
----------------------------------------------------------------
Hypertension Diagnostics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $628,578 on $821,000 of total revenues for the three
months ended March 31, 2013, as compared with net income of $5,605
on $1.84 million of total revenues for the same period during the
prior year.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $1.40 million on $48,880 of total revenues, as
compared with a net loss of $1.22 million on $3.03 million of
total revenues for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $1.06
million in total assets, $2.49 million in total liabilities and a
$1.42 million total shareholders' deficit.

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

                        http://is.gd/sI4Oo8

                  About Hypertension Diagnostics

Minnetonka, Minnesota-based Hypertension Diagnostics, Inc., was
previously engaged in the design, development, manufacture and
marketing of proprietary devices.  In August 2011, the Company
sold its medical device inventory, subleased its office and
manufacturing facility, and entered into a limited license
agreement with a company controlled by Jay Cohn, a founder and at
that time, a director of the Company.  In September 2011, the
Company formed HDI Plastics Inc. ("HDIP"), a wholly owned-
subsidiary, leased a facility for warehouse and processing of
recycled plastic, purchased selected manufacturing assets and
began engaging in the business of plastics reprocessing in Austin,
Tex.  On March 29, 2012, the Company ceased operations at the
Austin facility and it is currently seeking to relocate the
processing facility to a new location.

The Company currently has a plan to resume production around
Feb. 1, 2013, assuming adequate capital is obtained to do so.

As reported in the TCR on Oct. 2, 2012, Moquist Thorvilson
Kaufmann & Pieper LLC, in Edina, Minnesota, expressed substantial
doubt about Hypertension's ability to continue as a going concern.
The independent auditors noted that the Company had net losses for
the years ended June 30, 2012, and 2011, and has a stockholders'
deficit at June 30, 2012.


ICEWEB INC: Incurs $2.1 Million Net Loss in March 31 Quarter
------------------------------------------------------------
Iceweb, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.12 million on $455,144 of sales for the three
months ended March 31, 2013, as compared with a net loss of $1.49
million on $1.13 million of sales for the same period during the
prior year.

For the six months ended March 31, 2013, the Company incurred a
net loss of $2.91 million on $768,555 of sales, as compared with a
net loss of $2.52 million on $1.89 million 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, $3.39 million in total liabilities and a
$1.91 million total stockholders' deficit.

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

                        http://is.gd/zuJXVP

                           About IceWEB

Sterling, Va.-based IceWEB, Inc., manufactures and markets
purpose-built appliances, network and cloud-attached storage
solutions and delivers on-line cloud computing application
services.  The Company's customer base includes U.S. government
agencies, enterprise companies, and small to medium sized
businesses (SMB).

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, expressed
substantial doubt about IceWEB's ability to continue as a going
concern.  The independent auditors noted that the Company had net
losses of $6,485,048 for the year ended Sept. 30, 2012.

The Company reported a net loss of $6.5 million on $2.6 million of
sales in fiscal 2012, compared with a net loss of $4.7 million on
$2.7 million of sales in fiscal 2011.


IEC ELECTRONICS: Gets NYSE MKT Listing Non-Compliance Notice
-------------------------------------------------------------
IEC Electronics Corp. on May 21 disclosed it received a notice on
May 20, 2013 from the NYSE MKT that the Company's failure to
timely file its Quarterly Report on Form 10-Q for the quarter
ended March 29, 2013 with the SEC does not satisfy a condition for
the Company's continued listing on the Exchange and also is a
material violation of its listing agreement with the Exchange.
Therefore, the Exchange is authorized to suspend and remove the
Company's securities from the Exchange unless prompt corrective
action is taken, including submission of a plan by June 3, 2013
addressing how it intends to regain compliance with the listing
standards by August 15, 2013.  The Company intends to submit such
a plan within the time established by the Exchange.  If the
Exchange accepts the plan, the Exchange may permit the Company to
continue its listing during the plan implementation period,
subject to periodic review of its progress.  If the plan is not
timely submitted or is not accepted by the Exchange, the Company
will be subject to delisting proceedings.  If the plan is accepted
and the Company is not in compliance by August 15, 2013, or the
Company does not make consistent progress in implementing the
plan, the Exchange will initiate delisting proceedings as
appropriate.

                     About IEC Electronics

Headquartered in Newark, New York, IEC Electronics Corporation --
http://www.iec-electronics.com-- is a provider of electronic
manufacturing services ("EMS") to advanced technology companies
primarily in the military and aerospace, medical, industrial and
communications sectors.  The Company specializes in the custom
manufacture of high reliability, complex circuit cards, system
level assemblies, a wide array of custom cable and wire harness
assemblies, precision sheet metal products, and advanced research
and testing services.  IEC Electronics also has operations in
Rochester, NY, Albuquerque, NM and Bell Gardens, CA.


IN PLAY: Claims Due June 10; No Official Committee Formed
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado established
June 10, 2013, as the deadline for any individual or entity to
file proofs of claim against In Play Membership Golf, Inc.
Governmental entities have until Oct. 23, 2013 to file their
proofs of claims.

Meanwhile, Richard A. Wieland, U.S. Trustee for Region 19,
notified the U.S. Bankruptcy Court for the District of Colorado
that he was unable to appoint an official committee of unsecured
creditors in the Chapter 11 case of In Play Membership Golf, Inc.
He explained that there were too few unsecured creditors who are
willing to serve on the committee.

                     About In Play Membership

In Play Membership Golf, Inc., doing business as Deer Creek Golf
Club and Plum Creek Golf and Country Club, filed a Chapter 11
petition (Bankr. D. Col. Case No. 13-14422) in Denver on March 22,
2013.  The Debtor estimated assets and liabilities of at least $10
million.

According to the docket, the Chapter 11 plan and disclosure
statement are due July 22, 2013.

In Play Membership Golf, Inc., doing business as Deer Creek Golf
Club and Plum Creek Golf and Country Club, filed a Chapter 11
petition (Bankr. D. Col. Case No. 13-14422) in Denver on March 22,
2013.  The Debtor estimated assets and liabilities of at least $10
million.

According to the docket, the Chapter 11 plan and disclosure
statement are due July 22, 2013.


INERGETICS INC: Incurs $2 Million Net Loss in First Quarter
-----------------------------------------------------------
Inergetics, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
applicable to common shareholders of $2.02 million on $6,775 of
total revenues for the three months ended March 31, 2013, as
compared with a net loss applicable to common shareholders of
$1.79 million on $8,497 of total revenues for the same period a
year ago.

The Company's balance sheet at March 31, 2013, showed $715,268 in
total assets, $6.70 million in total liabilities, $7.72 million in
preferred stock, and a $13.72 million total stockholders' deficit.

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

                         http://is.gd/qmz1Gf

                          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.

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.


INTELSAT JACKSON: S&P Assigns 'B' Rating to $2BB Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '4' recovery rating to Intelsat Jackson Holdings S.A.'s
(Intelsat Jackson) proposed $2 billion senior guaranteed notes due
2023, to be issued at Intelsat Jackson.  S&P's 'CCC+' issue-level
rating and '6' recovery rating on Intelsat Jackson's 6.625% senior
unguaranteed notes due 2022 remain unchanged following the
company's announcement that it will issue a $635 million add-on to
these notes, bringing the total amount outstanding to about
$1.3 billion.

"We expect the company to use proceeds from the proposed
transactions to refinance its high coupon 11.25% senior notes due
2017 at Intelsat Luxembourg S.A. (Intelsat Luxembourg), as well as
to refinance its existing senior unsecured credit facilities due
2014 at Intelsat Jackson, of which about $868 million is
outstanding.  At the same time, we have revised our recovery
rating on the company's existing senior guaranteed debt at
Intelsat Jackson to '4' from '3'.  The '4' recovery rating
indicates our expectation for average (30% to 50%) recovery for
noteholders in the event of a payment default.  The recovery
rating revision reflects the incremental $1.13 billion of senior
guaranteed debt at Intelsat Jackson following the proposed
refinancing transactions.  The 'B' issue-level rating on the
existing senior guaranteed debt remains unchanged," S&P said.

"Our 'B' corporate credit rating and stable outlook on parent
Luxembourg-based fixed satellite service (FSS) provider Intelsat
S.A. (formerly known as Intelsat Global Holdings S.A.), is not
immediately affected by the proposed transactions, though we view
it as a credit positive that will have material annual interest
expense savings.  The refinancing follows a recent series of
transactions that have reduced the company's debt balances and
interest costs, including the initial public offering (IPO) of
Intelsat S.A. in April 2013 and refinancing of high coupon debt at
Intelsat Luxembourg.  In total, we estimate that 2013 refinancing
and debt repayment activity (excluding the proposed transaction)
has reduced annual interest expense by about $180 million.  As a
result, we expect that free operating cash flow (FOCF) will be in
the $400 million to $450 million area over the next two years.
Accordingly, despite our expectation for low-single-digit percent
revenue growth over this period, we believe that adjusted leverage
could begin to approach the mid-7x area by 2014, down from 8.0x as
of March 31, 2013.  Currently upgrade potential would be dependent
on leverage reduction below 7x on a sustained basis, as well as
ongoing positive FOCF generation and margin stability.  Barring
deterioration in operating trends, we believe this could occur in
2015 at the earliest, and as a result we could raise the rating if
we believe the company remains on this trajectory," S&P noted.

Ratings List

Intelsat S.A.
Corporate Credit Rating                         B/Stable/--

New Rating

Intelsat Jackson Holdings S.A.

$2 Bil. Senior Guaranteed Notes Due 2023*       B
   Recovery Rating                               4

*Guaranteed by subsidiaries of Intelsat Jackson.

Ratings Unchanged; Recovery Rating Revised
                                                 To         From
Intelsat Jackson Holdings S.A.
Senior Guaranteed Notes                         B          B
   Recovery Rating                               4          3


INTERNATIONAL LEASE: Fitch to Rate Senior Unsecured Notes 'BB'
--------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BB' to International
Lease Finance Corp.'s (ILFC) benchmark size senior unsecured notes
issuance under its shelf registration. The proposed notes are
expected to mature in 2016.

KEY RATING DRIVERS

The expected debt issuance does not affect ILFC's existing long-
term Issuer Default Rating (IDR) of 'BB' or its other debt
ratings. Fitch notes that the proposed issuance is consistent with
ILFC's overall financing plans to repay its debt obligations,
purchase aircraft and for general corporate purposes. The notes
are expected to rank equally in right of payment with existing
senior unsecured debt. Covenants are expected to be consistent
with previously issued senior unsecured debt including a
limitation restricting ILFC's ability to incur liens to secure
indebtedness in excess of 12.5% of ILFC's consolidated net
tangible assets (excluding secured debt issued by certain non-
restricted subsidiaries of ILFC).

The Rating Outlook for ILFC remains Stable. For further
information on ILFC's existing ratings, please refer to Fitch's
press release 'Fitch Affirms International Lease Finance Corp's
Ratings on Potential Sale' dated Dec. 10, 2012.

RATING SENSITIVITIES

In December 2012, ILFC's parent, American International Group,
entered into an agreement to sell a majority stake in ILFC to a
consortium of Chinese firms. Many details of the proposed
transaction have yet to be finalized and Fitch will continue to
assess the potential changes to ILFC's corporate governance and
long-term strategy. A meaningful change in ILFC's growth plans may
influence Fitch's long-term view of the ratings. Furthermore, any
adverse impact on the company's current funding facilities or
future availability of credit may have a negative impact on its
ratings.

ILFC's ratings are constrained by the company's lack of
profitability in fiscal years 2010 and 2011, which was caused by
significant impairment charges on older aircraft, as well as the
weighted average age of its fleet, which is older than other
Fitch-rated peers. In addition to the factors outlined above,
negative momentum for the ratings and/or Outlook could result from
inability to access capital markets to fund debt maturities or
purchase commitments, deterioration in operating cash flow or a
permanent increase in balance sheet leverage.

Positive drivers would include consistent profitability,
demonstrated funding flexibility, commitment to reduced leverage
levels and more clarity with respect to ILFC's ownership group,
long-term strategy and corporate governance structure.

ILFC is a market leader in the leasing and remarketing of
commercial jet aircraft to airlines around the world. As of March
31, 2013, ILFC owned an aircraft portfolio with a net book value
of approximately $34 billion, consisting of 919 jet aircraft, on
lease to approximately 175 customers in over 79 countries.

Fitch expects to assign the following ratings:

-- Proposed benchmark size senior unsecured notes due 2016
   at 'BB'.

Fitch currently rates ILFC and its related subsidiaries as
follows:

International Lease Finance Corp.
-- Long-term IDR 'BB'; Outlook Stable;
-- $3.9 billion senior secured notes 'BBB-';
-- Senior unsecured debt 'BB';
-- Preferred stock 'B'.

Delos Aircraft Inc.
-- Senior secured debt 'BB'.

Flying Fortress Inc.
-- Senior secured debt 'BB'.

ILFC E-Capital Trust I
-- Preferred stock 'B'.

ILFC E-Capital Trust II
-- Preferred stock 'B'.


INTERNTAIONAL LEASE: Moody's Rates Floating Rate Notes 'Ba3'
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to International
Lease Finance Corporation's (ILFC) floating rate senior unsecured
notes due 2016 (Notes). ILFC's Ba3 Corporate Family rating and
positive outlook are unchanged.

Ratings Rationale:

The Ba3 rating assigned to the Notes is based upon terms and
ranking that is consistent with ILFC's existing unsecured debt.
ILFC's ratings also reflect its strong global franchise
positioning, operational and aircraft fleet diversity, manageable
customer risk exposures, and resilient operating cash flow. In
recent years, ILFC has extended its debt maturity profile,
strengthened liquidity management, and reduced leverage.

ILFC's ratings are constrained by challenges relating to
sustaining lease margin improvements and generating attractive
returns on equity. Additionally, ILFC's business is exposed to the
effects of economic cyclicality on air travel volumes, aircraft
demand and lease rates, and airline credit quality. Other factors
that affect lease rates and operating performance include fuel
price volatility and new aircraft production rates. Additional
credit challenges include the monoline nature of ILFC's business,
its exposure to aircraft residual value risks, and its reliance on
confidence-sensitive wholesale funding.

ILFC's parent American International Group, Inc. (AIG; Baa1 issuer
rating) announced the sale of ILFC to Jumbo Acquisition Limited, a
consortium of investors based primarily in China. ILFC's rating
outlook is positive, based on the potential that the sale of ILFC
to the new investor group will stabilize the company's ownership,
lead to new business opportunities, and increase its access to
funding. However, the extent to which ILFC's credit profile will
benefit from the sale depends on the consortium members' strategic
and financial objectives and their influence on ILFC's growth
rate, portfolio concentrations and financial leverage.

The principal methodology used in this rating was the Finance
Company Global Rating Methodology published March 2012.

International Lease Finance Corporation, headquartered in Los
Angeles, California, is a major owner-lessor of commercial
aircraft.


IZEA INC: Incurs $883,800 Net Loss in First Quarter
---------------------------------------------------
Izea, Inc., filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of
$883,830 on $1.38 million of revenue for the three months ended
March 31, 2013, as compared with a net loss of $917,190 on $1.61
million of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $1.01
million in total assets, $2.96 million in total liabilities and a
$1.94 million total stockholders' deficit.

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

                        http://is.gd/0VPAex

                         About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

The Company has incurred significant losses from operations since
inception and has an accumulated deficit of $20.9 million as of
June 30, 2012.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, expressed
substantial doubt about IZEA's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has incurred recurring operating losses and had an accumulated
deficit at Dec. 31, 2011, of $18.1 million.


J.C. PENNEY: Term Loan Upsize No Impact on Fitch's 'BB-' Rating
---------------------------------------------------------------
Fitch Ratings has made no changes to its ratings on J.C. Penney
Corporation, Inc., following the company's announcement that it
has upsized its new five-year senior secured term loan facility.
J.C. Penney increased the loan to $2.25 billion from $1.75 billion
after getting an amendment to its credit facility, which had
previously limited the incremental amount of first- and second-
lien debt to $1.75 billion.

Fitch rates the new term loan 'BB-/RR1', indicating outstanding
recovery prospects (91% - 100%) in a distressed scenario, and the
unsecured notes are rated 'B-/RR4', indicating average recovery
prospects (31% - 50%), in spite of the incremental $500 million in
secured debt. This is based on Fitch's recovery analysis that
assigns a liquidation value under a distressed scenario of $5.7
billion as of May 4, 2013 for J.C. Penney.

Fitch views the injection of additional capital via the expected
new $2.25 billion secured term loan as a positive to fund
operations in 2013 given projected cash burn of $1.7 billion-$1.9
billion, with first quarter cash burn of approximately $960
million. Fitch currently assumes EBITDA of negative $500 million
on top-line contraction in the high single digits, $800 million in
capex, and potential working capital use of $200 million-$300
million.

Beyond 2013, Fitch estimates that the company will have to
generate a minimum of $750 million-$800 million in EBITDA to fund
ongoing capex in the $400 million range and cash interest expense
of $360 million-$375 million. This would require the company to
return sales to about $14 billion, or 8% above 2012 levels, and
realize gross margins in the 39%-40% range given the current cost
structure, and some expected incremental investments in areas such
as advertising and marketing to prop up sales via a return to a
high-low pricing strategy.

This appears to be an ambitious level, and FCF is still expected
to be materially negative in 2014. However, the pace of decline
should be less than what was seen in 2012 and the first quarter of
2013 (top-line decline of 24.8% and 16.4%, respectively) due to
several factors including: the reintroduction of coupons, which is
under way; the imminent completion of the very extensive and
disruptive home furnishings makeover; the reintroduction of
critical brands such as St. John's Bay in major categories; and
the addition of new brands.

The speed and ability of the company to stabilize sales and return
to positive comparable store sales (comps) growth will determine
additional funding requirements in 2014 and beyond. As of now,
Fitch expects liquidity, between the new term loan and the $1.85
billion credit facility, to be adequate through 2014.

The new $2.25 billion term loan facility will be secured by (a)
first lien mortgages on owned and ground leased stores (subject to
certain restrictions primarily related to Principal Property owned
by J.C. Penney Corporation, Inc.), the company's headquarters and
related land, and nine owned distribution centers; (b) a first
lien on intellectual property (trademarks including J.C. Penney,
Liz Claiborne, St. John's Bay, and Arizona), machinery, and
equipment; (c) a stock pledge of J.C. Penney Corporation and all
of its material subsidiaries and all intercompany debt; and (d)
second lien on inventory and accounts receivable that back the
$1.85 billion asset-backed (ABL) facility.

The upsizing of the term loan maxes out the incremental amount of
first- and second-lien debt J.C. Penney can incur under its
amended credit facility, although it could try to tap into the
$400 million accordion feature on its revolver, and could issue
unsecured, subordinated debt, convertible notes or preferred
equity.

The proceeds of the term loan will be used to fund operations,
working capital, and capital expenditures and to repay the
company's $254.5 million outstanding 7 1/8% debentures due 2023
(of which $242.8 million in principal amount or 95.4% of the
outstanding value have been validly tendered as of the end of May
20, 2013) to get rid of all restrictive covenants to enable the
company to issue and secure the term loan of this size.

Fitch currently rates J.C. Penney as follows:

J.C. Penney Co., Inc.
-- Issuer Default Rating (IDR) 'B-'.

J.C. Penney Corporation, Inc.
-- IDR 'B-';
-- $1.85 billion senior secured bank credit facility 'BB-/RR1';
-- $2.25 billion senior secured term loan 'BB-/RR1';
-- Senior unsecured notes and debentures 'B-/RR4'.

The Rating Outlook is Negative.

RATING SENSITIVITIES

A negative rating action could occur on worse-than-expected
deterioration in EBITDA that further constrains cash flow and
liquidity, and impedes the company's day-to-day operations.

A positive rating action could occur if the top-line starts to
stabilize, the company realizes more normalized gross margin
levels, and does not need additional financing to fund operations.


J.C. PENNEY: $500MM Loan Increase No Impact on Moody's 'Caa1' CFR
-----------------------------------------------------------------
Moody's Investor's Service stated that J.C. Penney Company, Inc.'s
Caa1 Corporate Family Rating and negative outlook are not
currently impacted by the increase to $2.25 billion from its
previously announced $1.75 billion senior secured term loan due
2020. In addition, the increase will not change the B2 rating on
the $2.25 billion term loan, the Caa2 senior unsecured notes
rating, nor the SGL-3 Speculative Grade Liquidity rating.

The larger size of the term loan will further bolster JCP's
liquidity. Thus, it provides JCP with additional financial
flexibility to address its operating performance weakness.
However, the ratings are not currently impacted as JCP's credit
metrics and operating performance remain very fragile. Although
first quarter operating results largely met Moody's expectations,
operating performance was very weak. In addition, Moody's
forecasts that JCP will continue to experience a sizable cash flow
burn in the second and third quarters of 2013. JCP generated about
$960 million in negative cash flow in the first quarter. Moody's
estimates that JCP will likely burn an additional $1.4 billion of
cash flow in the second and third quarters of 2013 before turning
free cash flow positive in the fourth quarter.

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.


J.C. PENNEY: S&P Lowers Rating on Senior Secured Term Loan to 'B-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
J.C. Penney Corp. Inc.'s (a subsidiary of J.C. Penney Co. Inc.)
senior secured term loan to 'B-' from 'B' and revised the recovery
rating to '2' from '1'.  The '2' recovery rating indicates S&P's
expectation for a substantial recovery (albeit at the high end of
the 70%-90% range) in the event of a payment default.

The lower ratings reflect a decline in recovery estimates for term
loan lenders because of the upsizing.  The company plans to use
the proceeds from the term loan to fund operating needs, working
capital requirements, and the tender for its debentures due 2023.

At the same time, S&P affirmed all other ratings on the company,
including the 'CCC+' corporate credit rating.  The outlook is
negative.

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

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

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

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


K-V PHARMACEUTICAL: Seeks More Time to Improve Plan Proposals
-------------------------------------------------------------
K-V Pharmaceutical Company and its debtor affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to further
extend their exclusive plan filing deadline through and until Aug.
16, 2013, and their exclusive plan solicitation period through and
until Sept. 16, 2013.

The additional time will be used by the Debtors to seek to have
both a group of holders of KV's 2.5% Contingent Convertible
Subordinated Notes due 2033 and the ad hoc group of holders of
KV's 12% Senior Secured Notes due March 15, 2015, improve their
plan proposals and allow the Debtors to choose the proposal that
is in the best interests of the their estates and their creditors.

The Investors proposed an alternative plan that, although subject
to further negotiations, offered a superior restructuring
alternative to the Debtors-proposed plan because, among other
reasons, it provided enhanced recoveries to creditors throughout
the Debtors' capital structure.  Subsequent to the filing of the
Investor Proposal, the Ad Hoc Senior Noteholder Group, who was a
supporter of the Debtors' existing Plan, proposed an alternative
that would result in further increased recoveries to the Debtors'
creditors, as compared to both the original Plan and the Investor
Proposal.

Following a chambers conference with the Court on May 8, the DIP
Agent agreed to waive defaults under the DIP Facility related to
the Debtors' failure to reach the Disclosure Statement milestones,
as well as an extension of the milestones generally.

A hearing on the Debtors' request will be held on May 30, 2013, at
10:00 a.m. (Eastern time).  Objections are due May 23.

                     About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


KESTREL TECHNOLOGIES: RAPTr Sold for $1.5 Million Cash
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Kestrel Technologies Inc. was authorized by the
bankruptcy court this week to sell the RAPTr fixed-income order
management system for $1.5 million to Technology Funding LLC.
Although an auction was scheduled, none was held because there
were no competing offers.

Kestrel Technologies, Inc., sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 12-15052) in Manhattan on Dec. 31, 2012.  Heidi
J. Sorvino, Esq., at Hodgson Russ LLP, serves as counsel.  The
Debtor estimated assets of at least $1 million and liabilities of
at least $10 million.


KIDSPEACE CORP: Nonprofit Files Ch. 11 to Restructure Bonds
-----------------------------------------------------------
KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21 in Reading, Pennsylvania.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the company seeks to restructure $51.3 million in
bonds and negotiate a shortfall in pension funding with the
Pension Benefit Guaranty Corp.

The nonprofit organization operates a 96-bed pediatric psychiatric
hospital in Orefield, Pennsylvania. Based in Schnecksville,
Pennsylvania, the organization also operates residential treatment
facilities, foster care services, and outpatient services.

Assets are $86.7 million, and debt on the books is $158.6 million,
according to a court filing. Revenue in 2012 was $119.9 million,
resulting in a $4.6 million loss.

There is an agreement to restructure the so-called 1998 and 1999
bonds by giving the holders $24 million in new 30-year bonds with
interest at 7.5 percent. The indenture trustee for the bonds is
UMB Bank from St. Louis.

The organization intends to use bankruptcy to negotiate with the
PBGC over a $100 million shortfall in the pension plan.

KidsPeace blamed bankruptcy on the reduction in Medicaid
reimbursement rates and declining enrollment in various programs
as states increase eligibility standards.


LA FRONTERA: S&P Assigns 'BB-' Rating to $1.15BB Term Loan B
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating and
'2' recovery rating to La Frontera Generation LLC's first-lien
senior secured $1.15 billion term loan B.  The '2' recovery rating
indicates substantial recovery (70% to 90%) of principal in a
default scenario.  The outlook is stable.

La Frontera is a single-purpose entity issuing project finance
debt that owns two combined-cycle natural gas turbine (CCGT)
facilitates with total operating capacity of 3,000 megawatts in
ERCOT North.  While S&P considers La Frontera's obligations to be
nonrecourse to that of ultimate parent NextEra Energy Inc., the
lack of certain structural features such as an independent
director and a nonconsolidation opinion prevents S&P from treating
those obligations as bankruptcy remote, and as a result, the
rating is weak-linked to the parent company.  The project will
initially be capitalized with $1.15 billion of debt and it will
use initial term loan proceeds to fund a $1 billion dividend to
NextEra.

"The stable outlook on La Frontera reflects our expectations of
low refinancing risk at maturity due to improving, albeit likely
volatile, power market conditions in ERCOT.  We would consider a
downgrade if we expected debt service to fall substantially below
2x or if forecast refinancing risk increased to more than $100 per
kilowatt.  Such a scenario would most likely happen due to lower
merchant power revenues or unanticipated operational
difficulties," said Standard & Poor's credit analyst Nora Pickens.

An upgrade is unlikely at this time, but could occur if the
project mitigates its exposure to merchant market risk by entering
into new hedging agreements that increase cash flow predictability
or if S&P has higher confidence in ERCOT market conditions such
that energy prices there rise and stabilize for an extended period
of time.  As such, S&P could consider an upgrade if it expected
debt service coverage to rise to more than 5x and refinancing risk
to remain minimal in 2020.


LAKELAND INDUSTRIES: In Financing Talks; Gets Nasdaq Notice
-----------------------------------------------------------
Lakeland Industries, Inc. on May 21 disclosed that the Company
accepted a commitment letter from a bank for a Senior Credit
Facility subject to certain terms and conditions and is currently
working towards closing this financing.  However, no assurances
can be given that this transaction or any transaction will be
consummated.

The Company has received a letter from The Nasdaq Stock Market
notifying the Company that it is not in compliance with the Nasdaq
Listing Rule 5250(c)(1) because it had not filed its Annual Report
on Form 10-K for the fiscal year ended January 31, 2013 on a
timely basis with the Securities and Exchange Commission.  Under
Nasdaq rules, the Company has 60 calendar days, or until July 16,
2013, to regain compliance with Nasdaq's filing requirements for
continued listing.  The Company has filed its 2013 Form 10-K and
believes it is now in full compliance.

Declining sales in FY13 led to quarterly losses in Brazil, which
led to the necessity of writing off all goodwill, certain
intangibles, and deferred tax assets of Brazil.  These factors led
to a default on the TD Bank loan, which in turn created
substantial doubt about our ability to continue as a going
concern.  Successful completion of the proposed new financing, in
management's opinion, would relieve this condition.  Thus, the
Company engaged with new lenders and considered other options,
such as the sale of the Company, the sale of assets which has
occurred, and a refinance of the TD Bank loan.  The Company will
continue pursuing all options to maximize stockholder value.

During the course of the year:

-- The Company recorded a $10 million goodwill and other
intangibles impairment charge against its Brazil operations as a
result of poor sales and operating losses in Brazil in the fourth
quarter of fiscal 2013, which we reported on March 7, 2013.

-- The Company recorded a $7.9 charge to settle the adverse
arbitration award in Brazil.

-- The Company recorded a valuation allowance of $4.5 million
against its deferred tax asset.

-- While the Company sustained a $1.0 million operating loss, this
includes a $1.6 million operating loss from Brazil, meaning the
rest of Lakeland worldwide reported operating income of $0.6
million.

-- The Company has taken an additional $800,000 markdown on the
Indian assets held for sale due to the difficulty in disposing of
this property and the likely realizable value.

-- Excluding Brazil sales, Lakeland worldwide sales have had
sequential growth for four consecutive quarters starting with Q4
fiscal 2012 as the low point resulting from the termination of the
Company's supply contract with DuPont.

-- The Company has paid a total of $1.6 million against the Brazil
settlement liability since September 2012 through March 2013, all
of which came from operating cash flow in the US with no
additional borrowing needed from its TD facility in the US.

-- External sales growth in China, UK and Chile remain very
strong.

Commenting on the financial results and recent developments,
Lakeland Industries President and Chief Executive Officer
Christopher J. Ryan said, "We are disappointed about our
operations in Brazil affecting the rest of the Company in this
way.  Our other operations are solid, and management is currently
exploring our options in Brazil."

Net Sales.  Net sales from continuing operations decreased $1.2
million, or 1.3%, to $95.1 million for the year ended January 31,
2013, compared to $96.3 million for the year ended January 31,
2012.  The net decrease was mainly due to a $9.8 million decrease
in domestic sales, partially offset by a $8.6 million increase in
foreign sales.  The net decrease in the US was comprised mainly of
a decrease in US disposables sales, resulting from the loss of the
Tyvek license from DuPont.  This decrease in US sales was offset
by significant increases in foreign sales, including a $1.2
million increase in sales by Qualytextil, SA in Brazil, a $3.2
million increase in European sales and a $1.8 million growth in
combined Chile and Argentina sales.  External sales from China
were flat for the fourth quarter FY13 but were up for the full
year 15.7%. Sales in Brazil have decreased in Q4FY13 and we expect
next fiscal year's sales to be lower in Brazil.

Net sales from continuing operations in Q4 FY13 increased by $3.2
million, or 16.0%, to $23.4 million from Q4 of FY12.  This
increase was due to an increase in foreign sales, from $10.6
million in Q4 FY12 to $11.3 million in Q4 FY13.  Of these amounts,
sales in Brazil were $2.7 million and $2.7 million for Q4 of FY12
and FY13, respectively.

Gross Profit.  Gross profit from continuing operations decreased
$1.5 million, or 5.1%, to $27.3 million for the year ended January
31, 2013, from $28.8 million for the year ended January 31, 2012.
Gross profit as a percentage of net sales decreased to 28.7% for
the year ended January 31, 2013, from 29.9% for the year ended
January 31, 2012.  The major factors driving the changes in gross
margins were:

-- Disposables gross margin increased by 4.0 percentage points in
FY13 compared with FY12.  This increase was mainly due to changes
in the sales mix to primarily Lakeland branded products this year,
while last year had more than 50% of North American disposable
sales were DuPont products at a lower margin.  This year's margin
was lower than it otherwise would be as a result of lower volume
and an increase in inventory reserves against Tyvek items
remaining.

-- Brazil gross margin was 31.1% for this year compared with 42.8%
last year, primarily due to issues with a contract with the
Brazilian Navy.  The Brazilian currency weakened significantly
earlier in the year, thereby greatly increasing the cost of
material purchased from a USA supplier.  Further, due to the
length of time elapsed since the bid was submitted in respect of
the Navy contract, there were increases in the material cost,
along with a need to change certain components at a higher cost.
There were also similar issues with several utility contracts.

-- Glove margins increased 5.0 percentage points primarily from
improved product mix.

-- Chemical margins were decreased by 8.5 percentage points due to
different sales mix.

-- Canada gross margin decreased by 1.9 percentage points
primarily due to discounting remaining Tyvek inventory.

-- UK margins decreased by 1.5 percentage points primarily from
higher volume from larger sales at lower margins.

-- Argentina margins decreased by 9.2 percentage points due to
lack of capital.

-- Chile margins increased by 8.1 percentage points as a result of
stronger sales mix.

Operating Expenses.  Operating expenses from continuing operations
increased $1.3 million, or 4.9%, to $28.3 million for the year
ended January 31, 2013, from $27.0 million for the year ended
January 31, 2012.  As a percentage of net sales, operating
expenses increased to 29.8% for the year ended January 31, 2013,
from 28.1% for the year ended January 31, 2012.  The increase in
operating expenses in the year ended January 31, 2013, as compared
to the year ended January 31, 2012, included:

-- $0.7 million increase in sales salaries due to the hiring of
additional sales people to support growth in the US, Asia, and
South America.

-- $0.6 million increase in commissions, of which 0.5 million was
in Brazil, relating to higher commissions on large bid contracts
delivered in Q1-Q3 of FY13.

-- $0.1 million increase in sales administrative salaries due to
increase in customer service capacity in Alabama.

-- $0.1 million increase in insurance due to increased claims
experience.

-- $0.1 million increase in employee benefits due to increase in
unemployment expense.

-- $0.1 million increase in bad debt resulting from one large
account in Chile.

-- $0.2 million increase in professional fees as a result of the
issues in Brazil.

-- (0.1) million decrease in administrative salaries, which
includes a $0.6 million accrual for the contract termination of
the President of the Brazilian subsidiary offset against $(0.7)
million reduction in administrative salaries in Brazil, throughout
the year, which is the result of our efforts to reduce costs.  A
total of 10 employees in administration and sales were terminated
in Brazil in FY13.  A new law was passed in Brazil resulting in
lower payroll taxes, officers in Brazil took a 10% payroll cut for
two quarters, and the depreciated currency resulted in lower
payroll expense in Brazil.

-- $(0.2) million decrease in research and development due to
large R&D expenses in FY12.

-- $(0.3) million in decreased freight out expense due to more
consolidated shipping and better management oversight.

Operating Profit/(Loss).  Operating profit/(loss) from continuing
operations decreased by $2.7 million to $(1.0) million from $1.7
million for the prior year.  Operating profit as a percentage of
net sales decreased to (1.1)% for the year ended January 31, 2013,
from 1.8% for the year ended January 31, 2012, primarily due to
sharply lower volume in disposables in the US due to the
termination of the Company's Tyvek and Tychem supply agreement by
DuPont, a $0.6 million charge for contract termination of the
President of the Brazilian subsidiary, issues in Brazil with the
Navy and other contracts caused by a currency devaluation earlier
in the year and weak volume in Brazil, mainly due to lack of large
bid contracts in Q4 of FY13.  Without Brazil's FY13 operating loss
of $1.6 million, the Company would have had operating income of
$0.6 million.

Interest Expense.  Interest expense increased by $0.2 million for
the year ended January 31, 2013, compared to the year ended
January 31, 2012, because of term loan borrowing in 2012 to fund
capital expansion in Brazil and Mexico outstanding throughout FY13
and also borrowing in Brazil at higher rates prevailing in Brazil
and the US.  Further, the Company paid higher interest rates on
its TD facility in FY13 as a result of several amendments during
FY13.

Other Expenses - Net.  The increase in other expenses resulted
mainly from the $10.0 million write down of goodwill in Brazil and
the $7.9 million arbitration settlement, with two of the former
owners of the Company's subsidiary in Brazil.

Income Tax Expense.  Income tax expenses from continuing
operations consist of federal, state and foreign income taxes.
Income tax expense increased $5.3 million to $5.0 million for the
year ended January 31, 2013, from $(0.3) million for the year
ended January 31, 2012.  The Company's effective tax rate was
meaningless for the fiscal years ended January 31, 2013 and 2012.
Our effective tax rate varied from the federal statutory rate of
34% due primarily to the $7.9 million arbitration settlement in
Brazil, which did not get a tax benefit, $10.0 million goodwill
and other intangibles write-off in Brazil and the establishment of
a $4.5 million valuation allowance for deferred tax assets.  The
Company's income taxes in the current year were benefited by
losses in the US and a "check-the-box" US tax benefit from the
losses in India at a higher rate than most of the foreign income.
Further, there was a $4.5 million valuation allowance charged to
tax expense this year relating to the deferred tax asset.

Net Income/(Loss).  Net income/(loss) from continuing operations
decreased $26.9 million to a loss of $(25.8) million for the year
ended January 31, 2013, from $1.1 million for the year ended
January 31, 2012.  The decrease in net income was primarily a
result of arbitration settlement and goodwill and other
intangibles impairment charge in Brazil.

Fourth Quarter Results

Continuing Operations.  The sales in Brazil in Q4 of FY13 and FY12
had no large bid sales and were $353,000 lower than the prior
year.  The increase in sales in other foreign jurisdictions is
primarily due to the introduction of new products and new
marketing material targeting specific markets.

Factors effecting 4QFY13 results included:

-- A goodwill and other intangibles impairment charge of $10.0
million in Brazil.

-- $0.6 million separation accrual in Brazil for a departing
executive.

-- A loss of $0.2 million on foreign exchange in Brazil.

-- A valuation allowance for deferred tax in the amount of $4.5
million.

-- The Company continues to see price increases in its Chinese
manufacturing operations with labor source availability a concern.

-- As a result of general elections in the fourth quarter, the
public tenders were very weak in Brazil across all markets
throughout the quarter resulting in weaker sales.

-- In Q4 the Company began initiatives to "right size" the
Brazilian operation.  This initiative is expected to be complete
in Q2 FY14.  About 70% of the severance and labor reductions costs
were recognized in November and January of Q4.

-- Lakeland Europe and Lakeland China both experienced strong Q4
sales closing FY13 with record sales for each division.

Discontinued Operations.  In Q4FY12, the Company commenced its
efforts to market its property in India.  Based on the difficulty
in marketing this property in Q4FY13, the Company determined
carrying value exceeded projected undiscounted cash flows and
recorded a loss of $800,000 to reduce carrying value to future
value.

Management's Comments

Mr. Ryan continued, "Lakeland will continue to seek to reduce
operating costs, dispose of low ROI assets and increase sales.  We
hope to completely stabilize the Company by the end of the third
quarter with more restructuring and reduction in both debt and
operating costs."

                About Lakeland Industries, Inc.

Headquartered in Ronkonkoma, New York, Lakeland Industries, Inc.
-- http://www.lakeland.com/-- is a global manufacturer of
industrial protective clothing for industry, municipalities,
healthcare and first responders on the federal, state and local
levels.


LATTICE INC: Incurs $116,800 Net Loss in First Quarter
------------------------------------------------------
Lattice Incorporated filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $116,827 on $2.18 million of revenue for the three months ended
March 31,2013, as compared with net income of $28,760 on $2.08
million of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $5.51
million in total assets, $7.29 million in total liabilities, $1.89
million in equity attributable to shareowners of the Company and
$120,133 in equity attributable to noncontrolling interest.

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

                        http://is.gd/R1dfck

                         About Lattice Inc.

Pennsauken, New Jersey-based Lattice Incorporated provides
telecommunications services to correctional facilities and
specialized telecommunication service providers in the United
States.

Lattice Incorporated disclosed a net loss of $570,772 on $10.77
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $6.06 million on $11.44 million of revenue for
the year ended Dec. 31, 2011.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012.  The
independent auditors noted that the Company has a history of
operating losses, has a working capital deficit and requires
additional working capital to meet its current liabilities.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


LYON WORKSPACE: Creditors Have Until June 28 to File Claims
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
established June 18, 2013, as the deadline for any individual or
entity to file proofs of claim against Lyon Workspace Products,
L.L.C., et al.

The court also set July 18 as the governmental unit bar date.

Proofs of claims must be submitted to:

         Kurtzman Carson Consultants LLC
         Attn: Lyon Workspace Products, L.L.C.
         2335 Alaska Avenue
         El Segundo, CA 90245

                      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.


MAJESTIC STAR: S Corp. Status Isn't Property for Bankr. Purposes
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Philadelphia issued a
55-page, single-spaced decision dealing with tax-loss carrybacks,
tax-loss carryforwards, S corporation status, QSub status, and the
question of what tax attributes and rights are or aren't property
of a bankrupt company.

According to the report, the Third Circuit in Philadelphia, in
an opinion by Circuit Judge Kent A. Jordan, concluded that the
S corporate tax status of a non-bankrupt parent isn't property of
a bankrupt subsidiary.  In reaching the result, Judge Jordan
disagreed with lower courts having a contrary conclusion. No other
federal circuit court has addressed the question, Judge Jordan
said.

The issue arose in the completed reorganization of casino operator
Majestic Star Casino LLC.  The genesis of the dispute arose before
implementation of the Chapter 11 plan in December 2011.

The company in bankruptcy was a subsidiary of a nonbankrupt
parent. The parent, owned by an individual, previously elected so-
called S status where income and losses of the subsidiary passed
directly through to the individual shareholder.  The bankrupt
subsidiary was known as a qualified subchapter S subsidiary, or
QSub, which meant that it too wasn't subject to federal taxes.

During bankruptcy, the owner, as sole shareholder of the non-
bankrupt parent, terminated S status, which had the effect of
ending the bankrupt subsidiary's QSub status.

The bankrupt company sued in bankruptcy court, alleging that QSub
status was a property right the owner had no right to terminate.
The bankruptcy court agreed and commanded the owner to restore S
status to the non-bankrupt parent and Qsub status to the bankrupt
entity, now out of bankruptcy. The bankruptcy judge allowed a
direct appeal to the circuit court, which reversed May 21.

Judge Jordan, the report discloses, said that whether tax status
is "property" is a question of federal tax law, not state law.  If
it is property, the second question is whether the status is
property of the parent or the subsidiary.

The opinion describes how the U.S. Supreme Court ruled in 1966 in
a case called Segal v. Rochelle that a tax-loss carryback is
property of a bankrupt estate.  In a 1991 decision the U.S. Court
of Appeals in New York in a case called Prudential Lines extended
the Segal doctrine to rule that taxloss carryforwards likewise are
bankrupt estate property.  Since then lower courts expanded the
doctrine to include S corporate status as a bankrupt's property.
Judge Jordan analyzed S corporate status as being different from
net operating losses, because tax losses are set in stone by
events occurring before bankruptcy.  By contrast, S or QSub status
can be terminated, at the whim of the shareholder.

In a pronouncement of importance beyond the case, Judge Jordan
rejected the notion that status must be property just because
it's valuable.  He went on to reject the idea that S status was a
property interest of the subsidiary.

Judge Jordan next analyzed QSub status.  He pointed out that a
Qsub doesn't even exist for federal tax purposes.  He said it's
treated as having been liquidated into the parent.  Even if Qsub
status were property, it's not property of the
subsidiary, Judge Jordan said.

Jordan reversed and sent the case back to bankruptcy court with
instructions to dismiss the suit for lack of standing by the
formerly bankrupt subsidiary. He said that any property right
belonged to the owner of the parent and that the subsidiary didn't
have standing to sue because it couldn't exercise decision-making
power belonging to the owner.  Judge Jordan also said there was
no property right in the subsidiary because the right to elect
S status wasn't a right the subsidiary had before bankruptcy.

Judge Jordan's opinion points out how the ruling by the bankruptcy
court would have led to inequitable results.  If the owner could
be forced to reinstate S and QSub status, the bankrupt company
would retain the income it generated although tax liability would
pass along to the individual owner who wouldn't have access to
income to pay the taxes.  Judge Jordan also pointed out how
allowing the bankruptcy court ruling to stand would permit the
bankrupt company to avoid liability for cancellation of
indebtedness income without reducing tax attributes.

The Internal Revenue Service took the appeal alongside the estate
of the owner who had died.

The appeal is Majestic Star Casino LLC v. Barden Development Inc.
(IN re Majestic Star Casino LLC), 12-3200, U.S. Third Circuit
Court of Appeals (Philadelphia).

A copy of the Third Circuit's May 21 Opinion is available at
http://is.gd/1ZiJQIfrom Leagle.com.

                        About Majestic Star

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection (Bankr. S.D.N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.  Bankruptcy Judge
Cecelia G. Morris presides over the case.  Thomas Genova, Esq., at
Genova & Malin, Attorneys represents the Debtors in their
restructuring effort.  Murphy & King, P.C. serves as the Debtors'
co-counsel.  The Debtors tapped Michelman & Robinson, LLP, as
special counsel, and Day Seckler, LLP, as accountants and
financial advisors.  The Debtor disclosed $436,191,000 in assets
and $421,757,000 in liabilities as of Dec. 31, 2010.

Bruce F. Smith, Esq., and Steven C. Reingold, Esq., at Jager Smith
P.C., represent the Official Committee of Unsecured Creditors.
The Committee has also tapped J.H. Cohn LLP as its financial
advisors.


MALUHIA DEVELOPMENT: U.S. Trustee Seeks Chapter 7 Conversion
------------------------------------------------------------
William T. Neary, the United States Trustee for Region 6, filed a
motion with the U.S. Bankruptcy Court seeking to dismiss or
convert the chapter 11 case of Maluhia Development Group LLC, dba
MDG, to chapter 7.

The Debtor does not oppose dismissal.

According to the U.S. Trustee, the bankruptcy had been pending for
over three years.  While the Debtor filed a proposed disclosure
statement and plan of reorganization in July 6, 2012, no plan has
been confirmed by court-ordered confirmation deadlines.  The
Debtor is also delinquent in filing of operating reports for
January, February, and March 2013.

                     About Maluhia Development

Chicago, Illinois-based Maluhia Development Group, LLC, dba MDG,
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Texas Case
No. 10-30475) on Jan. 21, 2010.  Rakhee V. Patel, Esq., at
Pronske & Patel, P.C., assists the Company in its restructuring
effort.  The Debtor disclosed $14,734,422 in assets and
$16,643,988 in liabilities as of the Chapter 11 filing.


MIDSTATES PETROLEUM: S&P Affirms B- Rating to Sr. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
senior unsecured note ratings on Houston-based Midstates Petroleum
Co. Inc. and removed them from CreditWatch where S&P placed them
with developing implications on April 4, 2013, following the
announcement that the company would acquire Panther Energy LLC.
The 'B' corporate credit rating and positive outlook on Midstates
are unaffected.

At the same time, S&P assigned its 'B-' issue rating (one notch
lower than the corporate credit rating) to the company's proposed
$700 million senior unsecured notes due 2021.  The senior
unsecured recovery rating is '5', indicating S&P's expectation of
modest (10% to 30%) recovery in the event of a payment default.
S&P notes that its recovery assessment is near the bottom of the
modest category.  An increase to the company's $425 million
committed borrowing base without a commensurate increase in S&P's
estimated reserve value could result in a lower senior unsecured
rating.

"The ratings on Midstates reflect its 'vulnerable' business risk,
'aggressive' financial risk, and 'adequate' liquidity based on
S&P's assessment of the company's limited scale of operations,
aggressive debt leverage, and high capital spending levels," said
Standard & Poor's credit analyst Paul Harvey.

The positive outlook reflects the potential for an upgrade over
the next 12 months if Midstates can maintain reserves above 120
mmboe (minimum 35% to 40% proved developed) and a proved developed
reserve life of at least 4.5 years.  To accomplish this, Midstates
will need to successfully integrate the Panther acquisition as
well as continue to successfully develop its Mississippian and
Wilcox assets, which S&P views with some uncertainty given
Midstates' short history using horizontal drilling in these plays.

S&P could maintain the rating if Midstates fails to maintain
production of at least 20,000 boe per day or its proved developed
reserve life falls below 4 years.  In addition, S&P could maintain
the rating if forecasted debt leverage exceeds 4x with no near-
term remedy.  This could occur if crude oil prices fall below $75
per barrel without a compensating reduction in capital spending.

The exploration and production company intends to use proceeds to
fund its acquisition of Panther Energy and refinance borrowings
under its credit facility.


MMODAL INC: S&P Raises Corp. Credit Rating to 'B'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Franklin, Tenn.-based MModal Inc. to 'B' from 'CCC+'.
The outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's $520 million senior secured facilities, which consist of
a $75 million revolving credit facility due 2017 and a
$445 million term loan due 2019, to 'B+' from 'B-'.  The '2'
recovery rating indicates S&P's expectation for substantial (70%
to 90%) recovery in the event of payment default.

In addition, S&P raised its issue-level rating on the company's
$250 million unsecured notes due 2020 to 'CCC+' from 'CCC-'.  The
'6' recovery rating indicates S&P's expectation for negligible (0%
to 10%) recovery in the event of payment default.

"The upgrade reflects our view that the amended credit agreement
covenants will significantly reduce the risk of covenant
violation," said Standard & Poor's credit analyst David Tsui.  A
generally weaker-than-expected medical transcription business
environment and MModal's slower-than-expected product transition
in 2012 led to low-single-digit revenue growth for the year.  We
expect revenue growth in 2013 to be flat, as the company
transitions its strategy to one that better serves the current
competitive and demand environment.

S&P views MModal's business risk profile as "weak" because of its
narrow focus on the generally fragmented U.S. clinical
documentation industry, which includes a more diversified direct
competitor with greater financial resources.  In S&P's assessment,
the company's financial risk profile is "highly leveraged,"
reflecting pro forma operating-lease adjusted leverage of about
6.8x as of March 31, 2013.  S&P expects MModal to generate
positive, albeit minimal, free operating cash flow, in 2013.  In
S&P's assessment, the company's management and governance is
"fair".

MModal is a provider of clinical narrative capture services,
speech and natural language understanding technology, and clinical
documentation workflow solutions to the U.S. health care industry.

The stable outlook reflects S&P's view that the company's highly
recurring revenue base and diversified customer base will continue
to support modest free operating cash flow (FOCF) generation,
despite strong competitive pressure and slower-than-expected
product demand.  S&P could lower the rating if revenue declines
significantly, or if competitive pressures cause a substantial
deterioration in EBITDA margins, leading to FOCF generation
sustained at below 2% of total adjusted debt level or covenant
cushion of less than 10%.

S&P would consider an upgrade over the intermediate term if
product transition takes hold such that consistent revenue growth
and consistent profitability leads to debt-to-EBITDA sustained at
or below the 5x area.


MONTANA ELECTRIC: Cash Collateral Use Further Extended
------------------------------------------------------
Judge Ralph B. Kirscher of the U.S. Bankruptcy Court for the
District of Montana approved stipulation allowing Southern Montana
Electric Generation and Transmission Cooperative, Inc., to further
use the Cash Collateral in accordance to a Supplemental Budget.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


MONTANA ELECTRIC: Trustee Taps Eide Bailly as Accountants
---------------------------------------------------------
Lee A. Freeman, the Chapter 11 Trustee for Southern Montana
Electric Generation and Transmission Cooperative, Inc., sought and
obtained authority from the U.S. Bankruptcy Court for the District
of Montana to employ Eide Bailly as audit and tax accountants.

The following Eide Bailly professionals will be paid in accordance
with the firm's customary hourly rates:

   Name                        Title               Hourly Rate
   ----                        -----               -----------
   Jeremy Bendewald            Principal               $275
   Jason Olson                 Senior Manager          $220
   Liz Hanson                  Senior Associate        $190
   Alex Schroeder              Associate               $160

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


MOUNTAINEER GAS: Fitch Hikes Issuer Default Rating to 'BB+'
-----------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) of
Mountaineer Gas Company to 'BB+' from 'BB' and senior unsecured
debt to 'BBB-' from 'BB+'. The Rating Outlook is Stable.
Approximately $90 million of long-term debt is affected by this
rating action.

The upgrade reflects the realization of substantial improvement in
MGC's financial results driven by a relatively average 2012/2013
winter heating season. Fitch expects further progress in 2013 as
MGC will benefit from a full year of higher rates that became
effective Nov. 1, 2012 following the outcome of the 2011 General
Rate Case (GRC). Fitch had expected MGC to realize this
improvement last year, but the 2011/2012 winter heating season was
one of the warmest on record, which impeded earnings.

KEY RATING DRIVERS

-- Substantially improved financial profile;
-- Constructive outcome to the 2011 GRC;
-- Adequate liquidity;
-- Low risk, regulated utility;

Strong First Quarter 2013 Earnings

MGC reported substantially higher earnings in the 2013 first
quarter as average weather conditions drove higher volumes of
natural gas sales. EBITDA, driven principally by higher natural
gas sales, grew over 50% to approximately $24 million from the
prior year period. MGC typically earns approximately 70% of EBITDA
in the March Quarter, providing the foundation for a strong
performance in 2013.

For the LTM period ended March 31, 2013, EBITDA to Interest
improved to 4.3x from 2.6x in the like 2012 period, while Funds
From Operations (FFO) to Interest improved to 4.9x from 3.6x over
the same period. Fitch expects calendar year 2013 coverage metrics
to widen slightly reflecting a full year of higher rates from the
2011 GRC which became effective Nov. 1, 2012.
Leverage measures are strong. FFO to Debt is expected to remain
above 25% and Debt to EBITDA is expected to remain relatively
stable at 3.0x over the three year forecast period. All credit
metrics compare favorably to peers and Fitch rating category
guideline ratios.

MGC may experience modest margin pressure in 2014 and 2015 as
operating expenses increase. Routine expense items including
pensions and property taxes, are not on riders. Still, Fitch
expects EBITDA to Interest to remain above 4x over the three year
forecast period.

Constructive GRC Outcome

The Public Service Commission of West Virginia (PSCWV) approved a
$6.265 million rate increase effective Nov. 1, 2012 representing
approximately 60% of MGC's revised revenue request. The new rates
are based on an authorized return on equity of 9.9%. The revenue
increase is collected through higher monthly customer charges
providing modestly greater stability to earnings and cash flows
which are modestly less dependent on sales volumes and seasonal
consumption patterns. In April 2013, the PSCWV authorized an
additional $522 thousand annual revenue increase.

MGC's margins are largely volume based subjecting it to weather as
well as customer conservation and efficiency. Also regulatory lag
is a concern based on historic test years and the absence of
riders or trackers for routine expense items.

Adequate Liquidity

MGC's seasonal gas supply needs, in recent years, were procured
under an Asset Management Agreement with Sequent (a subsidiary of
AGL Resources). Related financing and working capital requirements
were minimized as MGC would only draw gas as needed. Going
forward, MGC will manage its own gas inventories and supplies and
working capital and short term borrowing needs will likely peak
early in the 2013/2014 heating seasonal. MGC has ample capacity
under its $70 million bank credit facility to manage its working
capital needs through the peak heating season period. The facility
matures in 2014. In 2012, MGC refinanced a $20 million debt
maturity and the next debt maturity is in 2017.

RATING SENSITIVITIES

-- A Positive rating action is not likely over the next two years.
   Fitch would consider an upgrade based on earnings and cash
   flow stability if MGC's tariff structure permitted weather
   normalization or revenue decoupling.

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

-- An increase in leverage or distributions to owners
-- Deterioration in operating performance from unfavorable
   regulatory outcomes or inability to recover in a timely
   manner higher operating or capital expenditures.


NAMCO LLC: Plan Offers to Pay Creditors in Installments
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Namco LLC filed a reorganization plan along with
disclosure materials telling unsecured creditors with $30 million
to $35 million in claims how they stand to recover 5 percent to 7
percent over three years after emergence from bankruptcy.

According to the report, the plan sponsors will provide $3 million
in working capital in return for the new equity.  The plan
sponsors to become the new equity holders are an affiliate of
Garmark and a company affiliated with C. Mark Scott.

The Plan provides for these terms:

   * Senior-secured lenders owed $9.3 million are to be paid in
full, in cash, and thus can't vote on the plan.

   * Second-lien creditors, also owed $9.3 million, will be given
a $6 million, three-year note bearing interest to be paid with
more notes at 8 percent in the first year, followed by cash
interest payments at 12 percent for the remainder of the term.
The second-lien creditors will also have a $3.3 million deficiency
to be treated as an unsecured claim.  The second-lien recovery is
pegged at 65 percent plus the
value of the deficiency claim.

   * Unsecured creditors are to share $2 million, with $500,000
cash paid on emergence from Chapter 11. The remainder will be paid
in equal installments on the first through third anniversaries of
emergence.  In addition, unsecured creditors will receive 5
percent of proceeds over $30 million if the company is sold within
three years of emergence.

   * Existing ownership by Garmark Partners II LLC and J.H.
Whitney & Co. will be extinguished.

The report notes that emergence from Chapter 11 reorganization
also depends on a exit loan in an amount not yet specified from a
lender not yet identified publicly.

The company scheduled a June 24 hearing for approval of the
disclosure statement and projects emerging from bankruptcy in
July.

                           About Namco

Manchester, Connecticut-based Namco, LLC, is a 37-store retailer
of swimming pools and accessories owned 50-50 by Garmark Partners
II LLC and J.H. Whitney & Co.  It filed a petition for Chapter 11
protection (Bankr. D. Del. Case No. 13-10610) on March 24, 2013,
in Wilmington.  Judge Peter J. Walsh presides over the case.

Anthony M. Saccullo, Esq., at A.M. Saccullo Legal, LLC, and Thomas
H. Kovach, Esq., at Thorp Reed & Armstrong, LLP, serve as the
Debtor's counsel.  Olshan Frome & Wolosky, LLP, is the Debtor'
general bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is
the Debtor's claims and noticing agent.  Clear Thinking Group,
LLC, serves as the Debtor's restructuring agent.

In its Petition, the Debtor estimated its assets and debts at
between $10 million to $50 million each.  The Petition was signed
by Lee Diercks, chief restructuring officer.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the Official Committee of Unsecured Creditors.

The reorganization of the Debtor is being financed with a $16
million loan provided by Salus Capital Partners LLC, owed $9.3
million on a prepetition revolving credit.


NEFF RENTAL: S&P Revises Outlook to Positive & Affirms 'B' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its long-
term rating outlook on Miami, Fla.-based Neff Rental LLC to
positive from stable.  At the same time, S&P affirmed its 'B'
corporate credit rating on the company.  S&P also raised its
rating on the senior secured notes to 'B' from 'B-' and revised
the recovery rating to '4' from '5' based on improving collateral
and recovery prospects.  The '4' recovery rating indicates S&P's
expectation for average (30%-50%) recovery in the event of payment
default.

"The outlook revision reflects improvement in Neff's credit
metrics, which exceed ratios comparable for the current rating,"
said Standard & Poor's credit analyst John Sico.  Conditions in
the equipment rental sector continue to improve, though
construction spending remains somewhat sluggish, and S&P expects
Neff's equipment rental operations to continue to outperform the
broad industry sector.

The ratings on Miami-based Neff reflect Standard & Poor's
assessment of the company's "weak" business risk profile and its
"aggressive" financial risk profile.  The company is a regional
provider in the highly competitive and fragmented construction
equipment rental industry.  Neff is owned by financial sponsor
Wayzata Investment Partners, which bought the company out of
bankruptcy and funded a return of capital with debt financing.
S&P's view of "fair" management and governance reflects the
private financial ownership.

The outlook is positive.  S&P could raise the ratings on Neff by
one notch if the operating performance continues beyond its
expectations because of the recovery in the construction spending
cycle.

S&P could revise the outlook to stable if Neff's operating
performance weakens or its cash flow generation and earnings
prospects falter.


NNN 3500: U.S. Bank Balks at Bid for Aug. 27 Exclusivity Extension
------------------------------------------------------------------
NNN 3500 Maple 26 LLC asks the U.S. Bankruptcy Court to extend
until Aug. 27, 2013, the deadline to file its Chapter 11 plan and
disclosure statement.

U.S. Bank National Association, as Trustee, successor-in-interest
to Bank of America, N.A., as Trustee for the Registered Holders of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2006-C23, by and through CWCapital
Asset Management LLC, as Special Servicer, filed an opposition to
the Debtor's Motion.  U.S. Bank said the only asset of the
bankruptcy case is the Debtor's 2.125% interest in its property.
For this and other reasons, the Debtor cannot confirm a Chapter 11
Plan, the bank contends.

Granting additional exclusivity is an unneeded exercise in
futility that will benefit no one, according to the U.S. Bank,
saying the Debtor has no equity in the Property, no firm and
binding commitment for new equity and, for many reasons, has no
ability to confirm any plan of reorganization.  While the Debtor
did file a plan of reorganization on February 28, 2013 -- the
deadline imposed by the Bankruptcy Code -- it has not filed a
disclosure statement and has not made any meaningful progress
toward obtaining confirmation of a Plan.

Rather, U.S. Bank continued, the Debtor (i) appears to seek an
extension of exclusivity to further delay the Trust's ability to
enforce its rights under the Loan Documents; and (ii) has failed
to establish any "cause" warranting extension of its exclusive
period and the request for an extension should be denied.

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presides over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.


NORSE ENERGY: Land Owners Sue Over Force Majeure
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that 86 property owners filed suit in bankruptcy court
alleging that oil and gas leases on their 6,300 acres terminated
because Norse Energy Corp. USA failed to drill wells or pay
royalties.

In January 2011 the company sent land owners a letter declaring a
so-called force majeure.  Norse said that the New York governor's
executive order in December 2010 putting a moratorium on hydraulic
fracturing entitled the company to declare a force majeure, an
outside event beyond the company's control that excuses the
failure of performance of a contract.

According to the report, the land owners want the bankruptcy court
to declare that force majeure is inapplicable and that the leases
all expired by their terms because Norse hasn't paid royalties and
didn't drill wells.

                       About Norse Energy

Norse Energy Corp. USA filed a Chapter 11 bankruptcy petition
(Bankr. W.D.N.Y. Case No. 12-13685) on Dec. 7, 2012.

The Debtor is the U.S. subsidiary of Norse Energy Corp. ASA from
Lysaker, Norway.  The Debtor is the holder of oil and gas leases
on 130,000 acres in central and western New York.  The oil and gas
exploration and production company said financial problems were
the result of a moratorium on drilling in New York.

The Debtor disclosed $12.6 million in assets and $36 million in
liabilities in its schedules.

The Debtor is represented by Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, New York.

Norse has a $3.8 million loan financing bankruptcy.  It requires
proposing a reorganization plan or beginning to sell the assets by
July.


OVERLAND STORAGE: Business Combination with Tandberg Proposed
-------------------------------------------------------------
Cyrus Capital Partners, L.P., submitted a non-binding written
proposal to Overland Storage, Inc., for a combination between
Overland Storage and Tandberg Data in which the Company would be
the surviving entity.  Under the proposal, the Company's
shareholders would own 50 percent of the Company after the
Combination and Tandberg's shareholders would own the remaining 50
percent.

The proposed Combination is subject to a number of conditions,
including, among other things, the satisfactory completion of due
diligence and the negotiation and execution of definitive
documents with representations, warranties, covenants and
conditions typical and appropriate for transactions of this type.

The Combination may result in the Company's Common Stock being
eligible for termination of registration under Section 12 of the
Act or delisting from the NASDAQ Capital Market.

"[W]e believe that now is the time to effect a business
combination of Overland and Tandberg," said Stephen C. Freidheim
of Cyrus Capital Partners L.P.  "Currently Overland is not free
cash flow positive and the company is burning cash as it completes
its business transition and strategy implementation.  A deal with
Tandberg will greatly improve both the size and scale of the
business and will allow the combined entity, in our opinion, to
generate significant free cash flow versus historical
performance."

                      About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company incurred a net loss of $16.16 million for the fiscal
year 2012, compared with a net loss of $14.49 million for the
fiscal year 2011.  For the nine months ended March 31, 2013, the
Company incurred a net loss of $14.22 million on $35.95 million of
net revenue, as compared with a net loss of $13.46 million on
$44.33 million of net revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed $38.40
million in total assets, $44.79 million in total liabilities and a
$6.38 million total shareholders' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company's recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


PACIFIC THOMAS: Ch.11 Trustee Taps California Capital as Broker
---------------------------------------------------------------
Kyle Everett, the appointed chapter 11 Trustee in the bankruptcy
case of Pacific Thomas Corporation, asks the U.S. Bankruptcy Court
for permission to employ Brian Collins of California Capital &
Investment Group, Inc., as the Trustee's real estate broker for
the sale of the Debtor's property.

Brian Collins attests that his firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

California Capital will be paid 1.5% of the purchase price at the
time of sale, subject to Court approval of the sale and up to 1%
to any broker who procured the buyer. This exclusive authorization
and right for California Capital to sell the Premises, subject to
approval of the Court, will be for the period May 15, 2013 to
November 15, 2013.

The firm may be reached at:

          Brian Collins
          CALIFORNIA CAPITAL & INVESTMENT GROUP
          314 Frank Ogawa Plaza Ste. 340
          Oakland, CA  94612
          Tel: (510) 463-6356
          E-mail: bcollins@californiagroup.com

                    About Pacific Thomas Corp.

Walnut Creek, California-based Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., represents the
Debtor as counsel.  The petition was signed by Jill V. Worsley,
COO and secretary.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.


PACIFIC THOMAS: Ch.11 Trustee Hires DSI as Consultant
-----------------------------------------------------
Kyle Everett, the chapter 11 Trustee in the bankruptcy case of
Pacific Thomas Corporation, asks the U.S. Bankruptcy Court for
permission to employ Development Specialists, Inc., to provide
consultant and management services during the pendency of this
case.

DSI will not separately charge the Debtor's estate for the fees
and expenses that it would ordinarily be entitled to receive as a
retained professional.  Instead, DSI's fees will be included as
part of and within the limits of the general statutory fee that
the Chapter 11 Trustee will seek pursuant to Section 326(a) of the
Bankruptcy Code.

Mr. Everett -- keverett@dsi.biz -- has been with DSI for over 10
years and is currently the vice-president and general manager of
the San Francisco office. While at DSI he has been involved in a
number of significant engagements both in and out of court and has
been a financial consultant in insolvency matters for over 25
years.

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

                    About Pacific Thomas Corp.

Walnut Creek, California-based Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., represents the
Debtor.  The petition was signed by Jill V. Worsley, COO and
secretary.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.


PF CHANG: S&P Revises Outlook to Negative & Affirms 'B' CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Scottsdale, Ariz.-based P.F. Chang's China Bistro Inc.
to negative from stable.  At the same time, S&P affirmed all of
its ratings on the company, including its 'B' corporate credit
rating, 'B+' ratings on the revolver and term loan, and 'CCC+'
rating on the senior notes.

The outlook revision reflects lackluster performance in the past
several quarters, when credit protection metrics declined below
S&P's expectations due to a continued declines in customer
traffic, and higher-than-expected transaction related expenses
tied to the Centerbridge leveraged buyout (LBO).  It also
incorporates S&P's view that improvement in profits will be
limited over the next 12 months due to continued negative
comparable-restaurant sales.

"The speculative-grade rating on P.F. Chang's reflects its "highly
leveraged" financial risk profile as a result of the Centerbridge
LBO," said credit analyst Diya Iyer.  "It also incorporates our
"vulnerable" assessment of the company's business risk profile,
reflecting its singular focus on Asian cuisine and concentration
in California, Arizona, Florida, and Texas."

The negative outlook reflects S&P's expectation that credit
measures remain weak but continued operational erosion coupled
with limited debt reduction will result in slightly better credit
measures in the coming year.

S&P could lower the rating if negative same-restaurant sales
trends persist and the company does not achieve the cost reduction
targets in food and labor costs in the coming year.  This would
result in gross margin falling 50 bps or sales declining in the
high-single-digit range, resulting in an EBITDA decline in fiscal
2013.  It could also occur if SG&A grows at more than double the
low-single-digit rate S&P is forecasting.  In this scenario,
interest coverage would approach the low 1.0x range and liquidity
would erode due to a decline in free cash flow generation.

S&P could revise the outlook to stable if the company improves
gross margin 100 bps above its expectations or sales increase 10%
in the coming year, resulting in a 23% increase in EBITDA and
leverage below 6.0x.  However, given P.F. Chang's expected credit
measures and restaurant expansion plans, and S&P's industry
outlook, it is not expecting to revise its outlook over the next
one year.


PICACHO HILLS: Receiver Directed to Complete Liquidation Sale
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Mexico denied
the motion to dismiss the Chapter 11 case of Picacho Hills Utility
Company, Inc.

The Court also ordered that the case will be suspended until after
Robert Martin, in his capacity as a state court receiver of the
Debtor's assets, has sold the receivership assets in accordance
with a court order entered in the action pending in the Third
Judicial District Court, Dona Ana County, New Mexico.  The case
will be reactivated automatically upon the closing of a receiver
asset sale.

After the receiver's sale has been completed and the state court
judge in the receiver action has ruled on any fee applications,
the net proceeds would be tendered to the Court registry, unless
alternative arrangement are made that are acceptable to Debtor's
major creditors or approved by the Court.

As reported in the Troubled Company Reporter on May 6, 2013,
Bankruptcy Judge David T. Thuma finds that the receiver should be
excused from turnover.

                    About Picacho Hills Utility

Picacho Hills Utility Company, Inc., filed a Chapter 11 petition
(Bankr. D. N.M. Case No. 13-10742) on March 7, 2013.  The Debtor
is represented by William F. Davis & Associates, P.C.  The Debtor
estimated assets of at least $10 million and debts of at least
$1 million.

PHUC is a public utility as defined by the New Mexico Public
Utility Act, Sec. 62-3-3.G. and provides water and sewer service
to approximately one thousand residences in Dona Ana County, New
Mexico.  PHUC is 100% owned by Stephen C. Blanco, who is its
president.


PLC SYSTEMS: Incurs $7.8 Million Net Loss in First Quarter
----------------------------------------------------------
PLC Systems Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $7.80 million on $348,000 of revenues for the three months
ended March 31, 2013, as compared with a net loss of $6.77 million
on $20,000 of revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $3.56
million in total assets, $22.87 million in total liabilities and a
$19.30 million total stockholders' deficit.

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

                        http://is.gd/zhwyYE

                         About PLC Systems

Milford, Massachusetts-based PLC Systems Inc. is a medical device
company specializing in innovative technologies for the cardiac
and vascular markets.  The Company's key strategic growth
initiative is its newest marketable product, RenalGuard(R).
RenalGuard is designed to reduce the potentially toxic effects
that contrast media can have on the kidneys when it is
administered to patients during certain medical imaging
procedures.

PLC Systems disclosed a net loss of $8.38 million on $1.08 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $5.75 million on $671,000 of revenue in 2011.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has sustained recurring net losses and negative cash flows
from continuing operations, which raises substantial doubt about
its ability to continue as a going concern.


PWK TIMBERLAND: Files Schedules of Assets and Liabilities
---------------------------------------------------------
PWK Timberland, LLC filed with the U.S. Bankruptcy Court for the
Western District of Louisiana its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,451,298
  B. Personal Property              $587,150
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,792,957
                                 -----------      -----------
        TOTAL                    $15,038,448       $1,792,957

A copy of the schedules is available for free at
http://bankrupt.com/misc/PWK_TIMBERLAND_sal.pdf

In a separate filing, the U.S. Trustee for Region 5 rescheduled
until May 16, 2013, the meeting of creditors.

                        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.


RAM OF EASTERN N.C.: No Creditors Committee Formed
--------------------------------------------------
The Bankruptcy Administrator for the Eastern District of North
Carolina notified the Court that it was unable to appoint an
official committee of unsecured creditors in the Chapter 11 case
of Ram of Eastern North Carolina, LLC.

The Bankruptcy Administrator explained that despite efforts to
contact unsecured creditors, sufficient indications of willingness
to serve on a committee were not received from persons eligible to
serve on such a committee.

                About RAM of Eastern North Carolina

RAM of Eastern North Carolina, LLC, formerly Grantham Crossing,
LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
13-01125) in Wilson, North Carolina, on Feb. 21, 2013.

The Debtor, which owns commercial and residential rental
properties in Craven and Carteret Counties, North Carolina,
disclosed $11.7 million in total assets and $7.70 million in total
liabilities in its schedules.

George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as
bankruptcy counsel to the Debtor.


RAM OF EASTERN N.C.: Oliver Friesen Approved as Bankruptcy Counsel
------------------------------------------------------------------
The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized Ram of Eastern North
Carolina, LLC, to employ George Mason Oliver and Oliver Friesen
Cheek, PLLC, as counsel.

Mr. Oliver and the firm will advise and represent the Debtor
throughout the Chapter 11 proceeding.

The Debtor was charged a retainer of $32,500.  Of the amount the
firm received $7,500 on Jan. 3, 2012, and the balance of $25,000
on Feb. 12, 2013, from the Debtor.  These funds were deposited
into the firm's trust account to secure future fees and expenses
incurred by the firm on behalf of the Debtor.  From these trust
funds, $18,158 was paid to the firm for fees and expenses incurred
prepetition for the period of Dec. 9, 2011, to Feb. 21, 2013,
leaving a balance in the trust account for anticipated fees
expected to arise during the course of the Chapter 11 bankruptcy.

To the best of the Debtor's knowledge, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                About RAM of Eastern North Carolina

RAM of Eastern North Carolina, LLC, formerly Grantham Crossing,
LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
13-01125) in Wilson, North Carolina, on Feb. 21, 2013.

The Debtor, which owns commercial and residential rental
properties in Craven and Carteret Counties, North Carolina,
disclosed $11.7 million in total assets and $7.70 million in total
liabilities in its schedules.

George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as
bankruptcy counsel to the Debtor.


RAM OF EASTERN N.C.: Pittard Perry OK'd for Accounting Services
---------------------------------------------------------------
The Hon. J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized Ram of Eastern North
Carolina, LLC to employ Pittard Perry & Crone, Inc., as
accountant.

As reported in the Troubled Company Reporter on April 22, 2013,
the firm will be retained to prepare the Debtor's tax returns and
providing general tax consulting and advice.  The Debtor has
chosen the firm because it is experienced in these matters and is
well qualified to perform the work required in the case.

The firm understands that compensation can only be paid to the
Firm after notice to creditors and approval by the Court pursuant
to the Bankruptcy Administrator's guidelines.  Services will be
rendered at the hourly rate of $220.

The firm attests that it and all its members are "disinterested"
as the term is defined in Section 101 of the Bankruptcy Code.

                About RAM of Eastern North Carolina

RAM of Eastern North Carolina, LLC, formerly Grantham Crossing,
LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
13-01125) in Wilson, North Carolina, on Feb. 21, 2013.

The Debtor, which owns commercial and residential rental
properties in Craven and Carteret Counties, North Carolina,
disclosed $11.7 million in total assets and $7.70 million in total
liabilities in its schedules.

George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as
bankruptcy counsel to the Debtor.


READER'S DIGEST: Negotiates New Lease With Landlord
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Reader's Digest Association negotiated a new lease
with the landlord at the headquarters in White Plains, New York,
to reduce rental expense by $3.3 million a year.

The report recounts that at the conclusion of Reader's Digest's
prior bankruptcy reorganization, the company leased three floors
at 44 South Broadway in White Plains and gave the landlord a $4.8
million letter of credit as security.

According to the report, the revised lease, coming to bankruptcy
court for approval on May 31, has Reader's Digest giving up the
two higher floors.  The landlord will allow six months free rent
and provide Reader's Digest a $500,000 credit for refurbishing the
remaining floor.  The landlord will draw down the letter of credit
while being given a $5.7 million unsecured claim for the remaining
damages resulting from termination of the original lease.

                      About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands.  For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring.  Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.

Under the Plan, holders of allowed general unsecured claims in
such sub-class will receive their pro rata share of the GUC
distribution; holders of allowed general unsecured claims of
Reader's Digest will also receive their pro rata share of the RDA
GUC distribution and the senior noteholder deficiency claims in
such sub-class shall be deemed waived solely for purposes of
participating in the GUC distribution and the RDA GUC
distribution.

The Official Committee of Unsecured Creditors is represented by
Otterbourg, Steindler, Houston & Rosen, P.C.  The Committee tapped
Alvarez & Marsal North America, LLC, as financial advisors.

Reader's Digest comes to bankruptcy court in White Plains on
June 28 for a confirmation hearing on approval of the
reorganization plan modified to win support from the official
creditors' committee.  The $500,000 pot for unsecured creditors
was increased by $3.875 million.  The changes raised the unsecured
creditors' recovery from 0.1 percent to 3 percent.


REVEL AC: Completes Financial Restructuring; Exits Chapter 11
-------------------------------------------------------------
Revel AC Inc. on May 21 disclosed that it has successfully
completed its financial restructuring and emerged from Chapter 11
of the United States Bankruptcy Code.  Through the restructuring
plan, which has been approved by both the U.S. Bankruptcy Court
for the District of New Jersey (Camden) and the New Jersey Casino
Control Commission, Revel has reduced its outstanding debt by
approximately $1.2 billion, or 82%, and its annual interest
expense on a cash basis by $98 million, or 96%.

With the completion of the restructuring on May 21, Revel closed
on its exit financing, which provides a $75 million revolver to
fund working capital and a $275 million term loan to pay expenses
related to the restructuring and repay the outstanding borrowings
under the debtor-in-possession financing.

Jeffrey Hartmann, Revel's Interim Chief Executive Officer said,
"We view this as a significant milestone for Revel and now turn
our undivided attention towards growing our casino revenue base
and are singularly focused on attracting guests to the property
through an expanding range of amenities and exciting new
programming.  We have already made progress on this front with the
recent opening of Pearl Lounge, our players' lounge and high-limit
slots area, and Relish, a 24-hour, three-meal-per-day restaurant,
and our guests can look forward to additional positive
developments in the coming months.  Greater casino floor appeal,
new gaming rewards, seven-day-a-week programming, and the upcoming
openings of a Noodle Bar and HQ Beach Club will all add to our
unique offering and further solidify our position as the premier
casino resort in the Northeast."

"This is truly a monumental day for Revel.  Thanks to the support
of our lenders and the dedication of our fantastic employees, we
have completed a transformational financial restructuring not only
successfully, but in time for the important summer season,"
commented Dennis Stogsdill, Revel's Chief Restructuring Officer.
"With a right-sized balance sheet, reduced debt load, and improved
cash flow, we have emerged from this process stronger and better
positioned for success."

Revel's legal advisor in connection with the restructuring was
Kirkland & Ellis LLP.  Alvarez & Marsal served as its
restructuring advisor and Moelis & Company served as its
investment banker.


REVSTONE INDUSTRIES: Exclusive Plan Deadline Extended to July 31
----------------------------------------------------------------
At the behest of Revstone Industries, LLC, et al., the U.S.
Bankruptcy Court for the District of Delaware extended the period
during which the Debtors have the exclusive right to file a
Chapter 11 plan and solicit acceptances of that plan.

The Debtors sought to extend the Exclusive Filing Periods from the
current April 2, 2013 deadline for Revstone and Spara, and the
current May 7, 2013 deadline for Greenwood and US Tool, through
and including July 31, 2013, for all of the jointly administered
Debtors.  The Debtors also sought to extend the Exclusive
Solicitation Period from the current June 1, 2013 deadline for
Revstone and Spara, and the current July 8, 2013 deadline in
Greenwood and US Tool, through and including Sept. 30, 2013 for
all of the jointly administered Debtors.

The Debtors said that they have made significant progress in the
Chapter 11 cases; however, significant tasks lie ahead and certain
contingencies remain, warranting an extension of the Exclusive
Periods.  The Debtors are developing a comprehensive process for
the sale and restructuring of the assets of the Debtors and the
Debtors' interest in their subsidiary companies.  In the near
term, the Debtors said, they will continue to devote substantial
time to developing and completing the process for sale and
restructuring of their assets, and intend to move expeditiously to
prepare and file a plan in the Chapter 11 cases.

Since the commencement of the Chapter 11 cases, the Debtors have,
among other things:

      a. appointed two independent managers to the boards of each
         of the Debtors and created an independent restructuring
         committee consisting the independent managers to address
         all decisions regarding the Debtors' Chapter 11 cases and
         the restructuring efforts of Revstone, Spara, and their
         subsidiaries, including asset sales;

      b. investigated several sources of debtor in possession
         financing for these Chapter 11 cases and conducted
         discussions with potential DIP financiers;

      c. developed alternatives for the auction of assets of US
         Tool, negotiated the retention of an auctioneer for the
         assets, litigated Boston Finance Group's relief from stay
         motion seeking to foreclose on US Tool assets and
         cooperated with BFG to support the auction of the US Tool
         assets;

      d. engaged in settlement discussions and prepared a strategy
         for response to the Committee of Unsecured Creditor's
         pending motion to appoint a Chapter 11 trustee in these
         cases; and

      e. developed detailed financial projections and scenarios
         for the Debtors' business operations, and conducted
         weekly calls with Committee advisers on budget.

Meanwhile, a meeting of creditors under 11 U.S.C. Sec. 341(a) 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.


ROTECH HEALTHCARE: To Continue Sale Process for Business
--------------------------------------------------------
Rotech Healthcare Inc. on May 21 disclosed that it informed the
U.S. Bankruptcy Court that simultaneous with its pursuit of
confirmation of its joint plan of reorganization by August, the
Company will continue its prepetition marketing efforts to
identify a buyer for its business.

"Although we have already pursued a sale and other strategic
options for a number of years, in light of the formation of the
equity committee and the possibility that our shareholders will
lose the ten cents per share that was negotiated prepetition, we
want to take the extra step of continuing our sale process in
order to ensure that we have exhausted every possible source of
value for our shareholders," said Rotech CEO Steven Alsene.
"Regardless of which path we follow, we remain steadfast in our
commitment to pay trade creditors and vendors in full upon
emergence from Chapter 11."

Any party interested in learning more about Rotech's sale process
should contact Barclays.

During last week's proceedings, over the objections of the equity
committee, the Bankruptcy Court also gave final approval of
Rotech's $30 million debtor-in-possession financing facility which
helps to ensure that the Company will have sufficient liquidity to
meet its vendor obligations during its Chapter 11 cases.

Rotech filed for Chapter 11 on April 8, 2013 and also filed a pre-
arranged plan of reorganization that converts more than $300
million of the Company's 10.5% Secured Second Lien Notes into
common equity of the reorganized Company, thereby eliminating this
tranche of secured debt and its related interest expense.  Rotech
intends to file an amended plan and will seek approval of a
disclosure statement on June 13th.

Wachtell Lipton Rosen & Katz serves as legal advisor to each of
the Consenting Noteholders holding Second Lien Secured Notes.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

A hearing is scheduled for May 16 on approval of disclosure
materials explaining the plan.  The plan is supported by holders
of a majority of the first- and second-lien secured notes.  The
$290 million in 10.5 percent second-lien notes are to be exchanged
for the new equity.  Trade suppliers are to be paid in full, if
they agree to continue providing credit.  The existing $23.5
million term loan would be paid in full, and the $230 million in
10.75 percent first-lien notes will be amended.


SCHOOL SPECIALTY: Moody's Affirms 'B3' CFR; Outlook Negative
------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
and B3-PD Probability of Default Rating to School Specialty, Inc.
Concurrently, Moody's affirmed the Caa1 rating on the company's
proposed $145 million senior secured term loan which has been
upsized from $125 million. Incremental proceeds from the upsized
term loan are expected to fund a higher cash payment to the
company's existing debtor-in-possession ("DIP") facilities. The
outlook has been revised to negative.

The following ratings have been affirmed:

- Corporate Family Rating of B3

- Probability of Default Rating of B3-PD

- $145 (upsized from $125) million senior secured term loan due
  2013 of Caa1 (LGD 4, 63%) from (LGD 4, 64%)

The rating outlook has been revised to negative.

Ratings Rationale:

The revised outlook reflects higher leverage of roughly 5.2 times
(including Moody's standard adjustments) as a result of the
incremental term loan without meaningful improvement to liquidity.
In Moody's view, the incremental proceeds from the term learn used
to fund a higher cash payment to DIP lenders suggests that
valuation expectations to monetize in a timely manner may have
moderated.

The B3 CFR reflects School Specialty'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 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 $145 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.

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 exceeding 5.0 times by the end of FY2015.

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.

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.


SECUREALERT INC: Incurs $1.5 Million Net Loss in March 31 Qtr.
--------------------------------------------------------------
SecureAlert, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.49 million on $4.80 million of total revenues for the three
months ended March 31, 2013, as compared with a net loss of $1.96
million on $3.16 million of total revenues for the same period
during the prior year.

For the six months ended March 31, 2013, the Company incurred a
net loss of $2.06 million on $10.39 million of total revenues, as
compared with a net loss of $3.58 million on $6.90 million of
total revenues for the same peirod a year ago.

The Company's balance sheet at March 31, 2013, showed $29.72
million in total assets, $8.17 million in total liabilities and
$21.54 million in total equity.

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

                        http://is.gd/6TBm3E

Sandy, Utah-based SecureAlert, Inc., markets and deploys offender
management programs, combining patented GPS tracking technologies,
fulltime 24/7/365 intervention-based monitoring capabilities and
case management services.

As reported in the TCR on Hansen, Barnett & Maxwell, P.C., in Salt
Lake City, Utah, expressed substantial doubt about SecureAlert's
ability to continue as a going concern, citing losses, negative
cash flows from operating activities, notes payable in default and
accumulated deficit.


SELWYN RESOURCES: Project Sale Gets OK; Prepares for Liquidation
----------------------------------------------------------------
Selwyn Resources Ltd. on May 21 disclosed that, in connection with
the sale of the Company's remaining interest in the Selwyn Project
to Chihong Canada Mining Ltd., Chihong Canada has advised the
Company that the sole outstanding Chinese governmental approval,
being that of the Foreign Exchange Administration of Yunnan
Province, has been obtained.

With the receipt of the SAFE Approval, all conditions to closing
of the Transaction, other than delivery of customary closing
documentation and payment of the purchase price, have been
satisfied.  Accordingly, the Company announces that the
Transaction is expected to close on June 3, 2013.

The Company also disclosed that it has retained
PricewaterhouseCoopers Inc. to act as the liquidator of the
Company if shareholders approve a special resolution providing for
the voluntary liquidation of the Company.  Shareholders will be
asked to vote on this resolution at the annual and special meeting
of shareholders to be held on June 17, 2013.  The information
circular for the Meeting is expected to be mailed to shareholders
and posted on SEDAR on or about Wednesday, May 22, 2013.
Shareholders should expect to receive the information circular and
proxy on or around May 30, 2013.  It is important that all
shareholders carefully read the information circular and follow
the steps outlined in the proxy to vote your shares.  If a
shareholder has any questions or requires assistance in voting,
please contact Laurel Hill Advisory Group 1-877-452-7184.

In advance of the Meeting, the Company will be working with
PricewaterhouseCoopers Inc. to design a liquidation plan that will
consider not only the sale of the ScoZinc Mine and related assets
but also the sale of Selwyn as a going concern (subject to a
further shareholder approval).  If the proposal to liquidate the
Company is approved, the current board and management of the
Company will cease to exercise any powers in respect of the
Company and PricewaterhouseCoopers Inc., as liquidator, will
oversee a process of the orderly wind-up of the Company.  In
undertaking this process, the liquidator will look to maximize the
distribution available for payment to the shareholders after the
proper settling all of the Company's liabilities.

If shareholders authorize the liquidation of the Company, and
assuming the Company cannot be sold as a whole, the Company
expects that the aggregate distribution that will be made to
shareholders will be between approximately $0.096 to $0.125 in
cash per common share.  The Company estimates that after closing
the Transaction it will have cash available for distribution to
shareholders of up to approximately $0.05 per common share which,
if paid, would lower a future payout to between $0.046 and $0.075
per share.  It is expected that the liquidation process will take
12 - 18 months.  However, no assurance can be given as to the
actual amount of or, as this is at the discretion of the
liquidator, the timing of distributions to shareholders.

In determining its estimate of the cash available for a
distribution to shareholders, the Company has taken into account
working capital requirements, payments due to the liquidator,
employee severance obligations, payments due after closing
relating to the sale of the Selwyn Project and the repayment of
the debt facility with Waterton Global Value, L.P. The low end of
the distribution range has been estimated on the assumption that a
buyer cannot be found for the ScoZinc Mine and the site is
decommissioned instead of being sold.  The high end of the
distribution range has been estimated on the assumption that the
ScoZinc Mine can be sold as a going concern at its book value.

For further information and details with respect to the
liquidation proposal, including the estimated range of
distributions to shareholders, reference should be made to the
Circular which will be filed on SEDAR under the Company's profile
at http://www.sedar.com

Dr. Harlan Meade, the Chief Executive Officer and President of the
Company, said: "In proposing the sale of our interest in the
Selwyn Project, the board of directors of the Company was of the
view that the best strategy for the Company was to focus on the
development of the ScoZinc Mine rather than to continue to try and
finance Selwyn's share of project costs and risk default of its
obligations under the Selwyn Joint Venture Agreement.  But it is
clear that a significant group of shareholders prefers that an
alternative path be considered that would result in the
distribution of the proceeds of the sale to shareholders and the
disposition of the ScoZinc Mine.  Accordingly, the board of
directors of Selwyn determined that the most equitable option
would be to present the liquidation proposal to all of the
shareholders of the Company and, if approved, that there be a fair
and orderly wind-up of the Company."

Headquartered in Vancouver, British Columbia, Selwyn Resources
Ltd. -- http://www.selwynresources.com/-- is a metal exploration
and development company.  The Company operates in two projects
Selwyn Project and ScoZinc project.


SILLER PARTNERSHIP: Texas Appeals Court Upholds Order in LPP Suit
-----------------------------------------------------------------
The Court of Appeals of Texas, Fourth District, affirmed a trial
court judgment entered in favor of defendant LLP Mortgage, Ltd. in
a wrongful foreclosure suit brought by the Sillers.

In 1967, four Siller brothers -- Abel, Mario, Santiago and Jose,
Jr. -- purchase 520 acres of land in La Salle County, formed a
partnership and used the property for farming and grazing land.
In the late 1970s, three of the brothers sought a $234,000 loan
from the Small Business Administration.  They signed a promisory
note and pledged their interest in the property as loan
collateral.  Jose left the partnership in 1983.  By the 1990s, the
partnership encountered more difficulties making payments on the
SBA loan.  In July 1999, to prevent foreclosure on the property,
the partnership filed a Chapter 11 bankruptcy petition.  The
Debtor listed SBA as having a $108,500 claim.  In December 1999, a
plan of reorganization was confirmed in the Debtor's case.

SBA assigned the Promissory Note and Deed of Trust to LLP Mortgage
following the partnership's bankruptcy.  LPP sought the
foreclosure of the La Salle Property when the Sillers failed to
make the first annual payment required by the confirmed Plan.  In
September 2001, the county attorney for La Salle County handled
the foreclosure sale and sold the property to LPP Mortgage for
$125,237.

The Sillers then sued LPP Mortgage for wrongful foreclosure.
After a jury verdict in favor of the Sillers, the trial court
rendered a judgment notwithstanding the verdict in favor of LPP
Mortgage.

On appeal, the Sillers argue that the trial court erred in (1)
applying the doctrine of judicial estoppel, (2) applying the
doctrine of res judicata, and (3) finding that there was no
evidence to support the jury's finding that the notice of
foreclosure sale had not been posted on the courthouse bulletin
board for 21 days prior to the foreclosure sale.

On review, the Appeals Court finds find no abuse of discretion by
the trial court in applying the doctrine of judicial estoppel.
"After filing for bankruptcy and successfully preventing the
foreclosure of the property, the Sillers are now taking the
opposite position in this lawsuit that the property was not owned
by the partnership. Further, there is evidence that the federal
bankruptcy court accepted the Sillers' prior position that the
property was owned by the partnership."

Having found no abuse of discretion by the trial court in applying
the doctrine of judicial estoppel, the Appeals Court finds no need
to determine whether the trial court erred in applying the
doctrine of res judicata.

The Appeals Court adds that the evidence is undisputed that the
notice of foreclosure sale was posted on the bulletin board of the
La Salle County Courthouse for the required number of days.  It
was posted on August 9, 2001 and removed after the foreclosure
sale on September 4, 2001, more than 21 days after it was posted.

The appeal is Abel M. SILLER, Enriqueta Siller, Mario M. Siller,
Angelina Siller, Santiago Siller, and Virginia Siller,
Appellants/Cross-Appellees, v. LPP MORTGAGE, LTD, Appellee/Cross-
Appellant, No. 04-11-00496-CV (Tex. App.) A copy of the appeals
court's April 10, 2013 Memorandum Opinion is available at
http://is.gd/aBEr37from Leagle.com.


SPRINGLEAF FINANCE: Fitch to Rate New $250MM Unsecured Notes 'CCC'
------------------------------------------------------------------
Fitch Ratings expects to rate Springleaf Finance Corporation's
proposed seven-year, $250 million senior unsecured notes due 2020
'CCC/RR4'. Proceeds from the issuance are expected to be used for
general corporate purposes.

KEY RATING DRIVERS

The expected rating on the proposed unsecured notes will be
equalized with the ratings assigned to SLFC's Issuer Default
Rating (IDR) and existing unsecured debt, as the new notes will
rank equally in right of payment with all of the company's
existing and future senior unsubordinated notes. The expected
Recovery Ratings (RRs) assigned to the proposed issuance reflect
average recovery prospects in a distressed scenario based upon
collateral coverage for the senior unsecured notes.

The senior unsecured note issuance is not expected to materially
impact SLFC's leverage, as measured by total debt to shareholders'
equity. As of March 31, 2013, leverage stood at 9.09x and is
expected to decrease to 8.95x on a pro forma basis. Fitch's pro
forma calculation of leverage takes into account SLFC's $782.5
million securitization transaction in April 2013, which resulted
in a $714.9 million mandatory repayment of its secured term loan
and a $500 million prepayment of its secured term loan in May 2013
using unrestricted cash, as well as this proposed $250 million
issuance. Fitch expects leverage will remain elevated in the
immediate term until SLFC returns to profitability, as current
operating losses are expected to continue to hamper its equity
base.

RATING SENSITIVITIES - IDRS, SENIOR UNSECURED NOTES

Fitch believes that positive ratings momentum could be driven by
the stabilization of operating performance resulting in a return
to profitability, continued improvement in asset quality
performance particularly in SLFC's real estate loan portfolio, and
successful execution of funding and liquidity initiatives for
2013. A substantial reduction in balance sheet leverage to
previously targeted levels would also be viewed positively by
Fitch.

Conversely, negative rating actions could be driven by material
deterioration in operating performance resulting in further
operating losses. Should liquidity be insufficient to repay
upcoming debt maturities, or a material increase in balance sheet
leverage over and above current levels, these would also likely
yield negative rating actions. The RR assigned to the senior
unsecured notes are also sensitive to changes in values of SLFC's
unencumbered assets which ultimately affect the level of available
collateral coverage, and subsequently the notching of the senior
unsecured notes to below the current IDR.

Fitch expects to assign the following ratings:

Springleaf Finance Corporation

-- Senior unsecured notes 'CCC/RR4'(exp).


SUNRISE REAL ESTATE: Delays Form 10-Q for First Quarter
-------------------------------------------------------
Sunrise Real Estate Group, Inc., said it will be delayed in the
filing of its 10-Q for the period ended March 31, 2013, due to a
delay in the preparation of its financial statements.

                     About Sunrise Real Estate

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc., filed Articles of Amendment with the
Texas Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

In its report accompanying the 2011 financial statements, Kenne
Ruan, CPA, P.C., in Woodbridge. CT, USA, noted that the Company
has significant accumulated losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.

The Company incurred a net loss of US$1.41 million in 2011 and a
net loss of US$25,487 in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
US$39.87 million in total assets, US$34.44 million in total
liabilities and US$5.43 million in total shareholders' equity.


SUNSTONE COMPONENTS: Has Interim Access to Cash
-----------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized, on an interim basis, Sunstone Components Group, Inc.,
et al. to:

   -- to enter into the stipulation regarding use of cash
collateral, provision of adequate protection and debtor-in-
possession financing with Comerica Bank pursuant to which the
Debtors seek, among other things, authority for postpetition
financing in the amount of $218,655;

   -- to use cash collateral in which Snowbird Capital Mezzanine
Fund I, LP, asserts a security interest pursuant to that certain
Secured Note and Warrant Purchase Agreement, dated as of April 15,
2008, and in which an entity named Hexagon Metrology, Inc., may
have an interest under a judgment lien.

Comerica has agreed (a) to provide the Debtors with financing in
the total amount of $218,655; (b) to provide a carve out for
professionals; and (c) to the Debtors' continued use of cash.

The Hon. Meredith A. Jury on May 1 had disapproved a stipulation
for the provision of gap period financing which was entered
between the Debtors and Comerica Bank.  The Court said, in its
order, that the purported Debtor is not a trustee and the
provisions of Section 364 do not apply.

                 About Sunstone Components Group

Headquartered in Temecula, California, Sunstone Components Group
is a provider of precision metal stamping and insert injection
moldings

Snowbird Capital Mezzanine Fund, a subordinate secured lender owed
$6.7 million by Sunstone Components Group, Inc., filed an
involuntary Chapter 11 bankruptcy petition for Sunstone on April
5, 2013 (Bankr. C.D. Cal. Case No. 13-16232).  The Debtor is
represented by attorneys at Landau Gottfried & Berger, LLP.  The
petitioner tapped Arent Fox, LLP as counsel.

Comerica Bank, owed about $5.1 million, is the senior secured
lender. The bank is providing an additional $220,000 loan for the
bankruptcy.

On May 2, 2013, the company consented to being in Chapter 11 in
order to sell substantially all of the Company's assets.


SUNSTONE COMPONENTS: Meeting of Creditors Scheduled for June 17
---------------------------------------------------------------
The U.S. Trustee for region 16 will convene a meeting of creditors
in the Chapter 11 cases of Sunstone Components Group and Sunstone
Advantage, Inc. on June 17, 2013, at 2:30 p.m.

In a separate order, the Court said that since the involuntary
Chapter 11 petition was filed against the Debtor, no pleading or
other defense to the petition has been filed.

In this connection, the Debtor is ordered to file a list
containing the name and address of each entity included on
Schedule D, E, F, G, and H as precribed by the Official Forms.
The Debtor is also ordered to file schedules, statement and a
verified Statement of Social Security Number(s).

                 About Sunstone Components Group

Headquartered in Temecula, California, Sunstone Components Group
is a provider of precision metal stamping and insert injection
moldings

Snowbird Capital Mezzanine Fund, a subordinate secured lender owed
$6.7 million by Sunstone Components Group, Inc., filed an
involuntary Chapter 11 bankruptcy petition for Sunstone on April
5, 2013 (Bankr. C.D. Cal. Case No. 13-16232).  The Debtor is
represented by attorneys at Landau Gottfried & Berger, LLP.  The
petitioner tapped Arent Fox, LLP as counsel.

Comerica Bank, owed about $5.1 million, is the senior secured
lender. The bank is providing an additional $220,000 loan for the
bankruptcy.

On May 2, 2013, the company consented to being in Chapter 11 in
order to sell substantially all of the Company's assets.


T3 MOTION: Incurs $566,000 Net Loss in First Quarter
----------------------------------------------------
T3 Motion, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $566,004 on $1.48 million of net revenues for the three months
ended March 31, 2013, as compared with a net loss of $1.57 million
on $1.40 million of net revenues for the same period during the
prior year.

The Company's balance sheet at March 31, 2013, showed $3.07
million in total assets, $19.63 million in total liabilities, all
current, and a $16.55 million total stockholders' deficit.

"The Company has incurred significant operating losses and has
used substantial amounts of working capital in its operations
since its inception (March 16, 2006).  Further, at March 31, 2013,
the Company had an accumulated deficit of $(76,980,775) and used
cash in operations of $(1,614,252) for the three months ended
March 31, 2013.  These factors raise substantial doubt about the
Company's ability to continue as a going concern for a reasonable
period of time."

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

                        http://is.gd/xKFN43

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

T3 Motion reported a net loss of $21.52 million on $4.51 million
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $5.50 million on $5.29 million of net revenues
during the prior year.


TARGETED MEDICAL: Incurs $270,000 Net Loss in First Quarter
-----------------------------------------------------------
Targeted Medical Pharma, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $270,277 on $2.81 million of total revenue for the
three months ended March 31, 2013, as compared with a net loss of
$975,917 on $1.37 million of total revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed $12.22
million in total assets, $14.20 million in total liabilities and a
$1.98 million total shareholders' deficit.

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

                        http://is.gd/DL2X80

                       About Targeted Medical

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.

Targeted Medical disclosed a comprehensive loss of $9.58 million
on $7.29 million of total revenue for the year ended Dec. 31,
2012, as compared with a comprehensive loss of $4.18 million on
$8.81 million of total revenue during the prior year.

EFP Rotenberg, LLP, in Rochester, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has losses for the year ended Dec. 31, 2012,
totaling $9,586,182 as well as accumulated deficit amounting to
$13,684,789.  Further the Company does not have adequate cash and
cash equivalents as of Dec. 31, 2012, to cover projected operating
costs for the next 12 months.  As a result, the Company is
dependent upon further financing, related party loans, development
of revenue streams with shorter collection times and accelerating
collections on the Company's physician managed and hybrid revenue
streams.


TBSF2 LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: TBSF2 LLC
        3830 Valley Centre Dr. #705-322
        San Diego, CA 92130

Bankruptcy Case No.: 13-05016

Chapter 11 Petition Date: May 14, 2013

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: Edward Jun Fetzer, Esq.
                  LAW OFFICES OF EDWARD J. FETZER, ESQ.
                  402 West Broadway, Suite 400
                  San Diego, CA 92101
                  Tel: (619) 595-4833
                  E-mail: edwardfetzer@gmail.com

Scheduled Assets: $2,500,200

Scheduled Liabilities: $1,639,215

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Michael Harbushka, manager.


TELKONET INC: Incurs $411,800 Net Loss in First Quarter
-------------------------------------------------------
Telkonet, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $411,846 on $3.12 million of total net revenues for the three
months ended March 31, 2013, as compared with a net loss of
$728,824 on $1.92 million of total net revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2013, showed $14.56
million in total assets, $5.36 million in total liabilities, $3.43
million in total redeemable preferred stock, and $5.75 million in
total stockholders' equity.

"I am extremely pleased with the revenue growth we achieved in the
first quarter, a quarter which, historically, has been our
slowest.  We continue to see strength across all of our
addressable market sectors and the success we're having in
establishing strategic partnerships is allowing us to quickly and
efficiently enter new and abundant marketplaces.  The increase of
over $1.0 million in revenue for the quarter indicates the
increasing demand for our energy management technology solutions
and that we have become a recognized leader in this rapidly-
expanding industry," stated Jason Tienor, CEO of Telkonet.

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

                        http://is.gd/BSfpMq

On May 14, 2013, Telkonet entered into an employment agreement
with each of Jason L. Tienor, the Company's President and Chief
Executive Officer, and Jeffrey J. Sobieski, the Company's Chief
Technology Officer, for a term commencing effective as of May 1,
2013, and expiring on May 1, 2015.  The terms of each of these
employment agreements will automatically renew for an additional
24 months unless the parties mutually agree or unless the
agreement is terminated in accordance with its terms.  Pursuant to
their respective employment agreements, Mr. Tienor and Mr.
Sobieski will receive a base salary of $206,000 and $195,700,
respectively, and bonuses and benefits based on the Company?s
internal policies and on participation in the Company?s incentive
and benefit plans.

In addition, on May 14, 2013, the Company entered into an
employment agreement with each of Richard E. Mushrush, the
Company's Chief Financial Officer, Matthew P. Koch, the Company's
Chief Operating Officer and Gerrit J. Reinders, the Company's
Executive Vice President of Sales and Marketing, for a term
commencing as of May 1, 2013 and expiring as of May 1, 2014.  The
terms of each of these employment agreements will automatically
renew for an additional 12 months unless the parties mutually
agree or unless the agreement is terminated in accordance with its
terms.  Pursuant to their respective employment agreements,
Messrs. Mushrush, Koch and Reinders receive a base salary of
$113,300, $133,900 and $154,500, respectively, and bonuses and
benefits based on the Company's internal policies and on
participation in the Company's incentive and benefit plans.

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

                       http://is.gd/OezWqg

                          About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

Telkonet disclosed net income of $390,080 on $12.75 million of
total net revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $1.90 million on $11.18 million of total net
revenue during the prior year.

Baker Tilly Virchow Krause, LLP, in Milwaukee, Wisconsin, issued
"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 operating losses
and negative cash flows from operations, and an accumulated
deficit of $117,954,116 that raise substantial doubt about the
Company's ability to continue as a going concern.


TEREX CORP: S&P Raises Senior Secured Notes Rating to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its issue ratings and
revised its recovery ratings on Terex Corp.'s senior secured and
senior unsecured debt issues to reflect improved recovery
prospects following the company's repayment of senior secured term
debt.  S&P revised the senior secured recovery rating to '1',
indicating its expectation of very high (90%-100%) recovery for
lenders in a payment default scenario, from '2'.  In addition, S&P
raised its issue-level rating on these securities to 'BB+' (two
notches higher than the 'BB-' corporate credit rating) from 'BB'.
S&P revised the senior unsecured recovery rating to '4',
indicating its expectation for average (30%-50%) recovery, from
'5'.  S&P raised the unsecured issue-level ratings to 'BB-' from
'B+'.

The rating actions reflect the company's repayment of $220 million
of term loans and plans to repay an additional $30 million in
July.  S&P's estimates for recovery at simulated default improved
for the senior secured and unsecured lenders as a result of the
debt reduction.  The other elements of our recovery analysis
remain broadly consistent with S&P's previous analysis, including
an estimated gross enterprise value at default of about
$1.5 billion.

RATINGS LIST

Terex Corp.
Corporate Credit Rating      BB-/Positive/--

Ratings Raised, Recovery Ratings Revised
                              To          From
Terex Corp.
Senior Secured               BB+         BB
  Recovery Rating             1           2
Senior Unsecured             BB-         B+
  Recovery Rating             4           5


THEA BOWMAN: S&P Lowers Rating on Revenue Bonds to 'BB-'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
Indiana Finance Authority's educational facilities revenue bonds
issued on behalf of the Drexel Foundation for Educational
Excellence (Drexel) for the benefit of Thea Bowman Charter School
(TBLA) to 'BB-' from 'BB+'.  The outlook is negative.

"The downgrade reflects our view of TBLA's technical default in
fiscal 2012 due to its failure to meet its 1.25x maximum annual
debt service coverage covenant," said Standard & Poor's credit
analyst Avani Parikh.  S&P understands the school has not missed a
debt service payment and has requested waivers for fiscals 2012
and 2013, although no information regarding whether the waivers
will be provided is available at this time.  In addition, weakened
operating performance in fiscal 2012, slim coverage based on the
fiscal 2013 budget, systematic administrative issues that have led
to poor financial visibility and highly variable funding level
pressure the rating.  According to management, the state recently
passed legislation that relieves charter schools of their common
school loans, which for TBLA reduces maximum annual debt service
(MADS) by approximately $1 million and may result in the school
meeting the covenant for fiscal 2013.

The negative outlook reflects S&P's view of the school's technical
default due to failure to meet its covenant for debt service
coverage with very weak MADS coverage in fiscal 2012 and the
expectation that coverage may remain slim through at least fiscal
2014.  Further, the outlook reflects declining operating margins
and the volatile funding levels, which S&P believes may continue
to pressure operations.  S&P could consider further negative
rating action if enrollment weakens, management does not improve
its delays in financial reporting and governance issues, operating
margins remain negative, liquidity weakens from current levels or
if the academy does not reach coverage of at least 1.25x by fiscal
2014 year end.

The Drexel Foundation is a nonprofit corporation founded to
enhance the educational opportunities of inner-city youth.  It
currently operates one school, TBLA. Chartered in February 2003,
by BSU, TBLA is a public charter school serving more than 1,400
students in grades K-12 on two campuses in Gary, Ind.,
approximately 35 miles southeast of Chicago, Ill.


THERMOENERGY CORP: Incurs $1.1 Million Net Loss in 1st Quarter
--------------------------------------------------------------
ThermoEnergy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.07 million on $1 million of revenue for the three
months ended March 31, 2013, as compared with a net loss of $1.54
million on $1.68 million of revenue for the same period during the
prior year.

The Company's balance sheet at March 31, 2013, showed $5.93
million in total assets, $17.46 million in total liabilities and a
$11.52 million total stockholders' deficiency.

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

                       http://is.gd/XbRgdp

                  About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

The Company incurred a net loss of $7.38 million for the year
ended Dec. 31, 2012, as compared with a net loss of $17.38 million
on $5.58 million of revenue in 2011.

Grant Thornton LLP, in Westborough, 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 $7,382,000 during the year
ended Dec. 31, 2012, and, as of that date, the Company's current
liabilities exceeded its current assets by $7,094,000 and its
total liabilities exceeded its total assets by $10,611,000.  These
conditions, among other factors, raise substantial doubt about the
Company's ability to continue as a going concern.


TITAN PHARMACEUTICALS: Posts $6MM Net Income in First Quarter
-------------------------------------------------------------
Titan Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income and comprehensive income of $6 million on $5.17 million
of total revenue for the three months ended March 31, 2013, as
compared with a net loss and comprehensive loss of $5.16 million
on $1.27 million of total revenue for the same period during the
prior year.

The Company's balance sheet at March 31, 2013, the Company's
balance sheet showed $23.53 million in total assets, $26.58
million in total liabilities and a $3.04 million total
stockholders' deficit.

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

                        http://is.gd/2O9fp6

                    About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

Following the 2011 results, OUM & Co. LLP, in San Francisco,
California, expressed substantial doubt about Titan's ability to
continue as a going concern.  The independent auditors noted that
the Company's cash resources will not be sufficient to sustain its
operations through 2012 without additional financing, and that the
Company also has suffered recurring operating losses and negative
cash flows from operations.


TPO HESS: Files Prepack for Quick Sale to Bang Printing
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TPO Hess Holdings Inc., doing business as commercial
and educational printer D.B. Hess Co., and affiliate The Press of
Ohio commenced a partly prepackaged Chapter 11 reorganization
(Bankr. D. Del. Case No. 13-11327) on May 22.

The prepackaged plan will be financed by a sale of the business
for $19.3 million to Bang Printing of Ohio Inc.  There will be an
auction to determine if there is a higher price for the Kent,
Ohio-based business.

The plan offers $1.5 million, or a 2 percent recovery, to holders
of $74 million in second-lien notes. The noteholders already
accepted the plan unanimously.  First-lien debt of $11.9 million
will be paid in full.  Unsecured creditors with $20 million in
claims will be paid nothing and weren't allowed to vote on the
plan.  A court filing listed $14.2 million in debt owing to trade
suppliers.

The report relates that the company wants the bankruptcy court in
Delaware to hold a confirmation hearing on July 24 for approval of
the plan.  Unsecured creditors will be given notice of their right
to object.

The case is TPO Hess Holdings Inc., 13-11327, U.S.
Bankruptcy Court, District of Delaware (Wilmington).


TRANS ENERGY: Incurs $2.7 Million Net Loss in First Quarter
-----------------------------------------------------------
Trans Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.69 million on $3.60 million of revenues for the three months
ended March 31, 2013, as compared with a net loss of $1.49 million
on $2.91 million of revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed $85.10
million in total assets, $79.41 million in total liabilities and
$5.68 million in total stockholders' equity.

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

                        http://is.gd/MCp5Gx

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.


TRANS-LUX CORP: Delays Form 10-Q for First Quarter
--------------------------------------------------
Trans-Lux Corporation was unable to file its report on Form 10-Q
for the quarter ending March 31, 2013, within the prescribed time
period because of pending additional information necessary for
finalizing its Form 10-Q.

In the three months ended March 31, 2013, as compared to the
corresponding period for the prior year, the Company's revenues
decreased $1.5 million or 26.9 percent, cost of revenues decreased
$1.3 million or 28.1 percent, general and administrative expenses
decreased $675,000 or 26.1 percent and the change in warrant
liabilities decreased to a charge of $68,000 from a gain of
$108,000.  These changes result in a decrease of $262,000 in the
loss from continuing operations.  The Company also recorded a $1
million gain on the sale of its Santa Fe, New Mexico, real estate
property, which is included in discontinued operations.  As a
result, net loss decreased $1.4 million to $304,000 in 2013 from
$1.7 million in 2012.

                   About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company reported a net loss of $1.42 million in 2011, compared
with a net loss of $7.03 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $23.62 million in total assets,
$20.37 million in total liabilities, and $3.25 million in total
stockholders' equity.


UNIVERSAL BIOENERGY: Delays Q1 Form 10-Q for Business Matters
-------------------------------------------------------------
Universal Bioenergy, Inc., has been unable to complete its Form
10-Q for the quarter ended March 31, 2013, within the prescribed
time because of delays in completing the preparation of its
financial statements and its management discussion and analysis.
Those delays are primarily due to Company's dedication to business
matters.  This has taken a significant amount of management's time
away from the preparation of the Form 10-Q and delayed the
preparation of the unaudited financial statements for the quarter
ended March 31, 2013.

                     About Universal Bioenergy

Headquartered in Irvine, California, Universal Bioenergy Inc.
develops markets alternative and natural energy products
including, natural gas, solar, biofuels, wind, wave, tidal, and
green technology products.

Universal Bioenergy disclosed a net loss of $3.65 million on
$50.51 million of revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $2.23 million on $71.74 million of
revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $7.99 million
in total assets, $9.44 million in total liabilities, and a
$1.46 million total stockholders' deficit.

Bongiovanni & Associates, CPA'S, in Cornelius, 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
operating losses, has an accumulated deficit, has negative working
capital, and has yet to generate an internal cash flow that raises
substantial doubt about its ability to continue as a going
concern.


UNIVERSAL HEALTH: Trustee Taps Kapila & Company as Accountants
--------------------------------------------------------------
Soneet R. Kapila, the duly appointed Chapter 11 trustee for
Universal Health Care Group, Inc., asks the Bankruptcy Court for
permission to employ Kapila & Company as financial advisors and
accountants.

To the best of the trustee's knowledge, K&C has no connection with
the Debtors, creditors, or any other party-in-interest.

                   About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.


UNIVERSAL HEALTH: Trustee Taps Trenam Kemker as Special Counsel
---------------------------------------------------------------
Soneet R. Kapila, the duly appointed Chapter 11 trustee for
Universal Health Care Group, Inc., asks the Bankruptcy Court for
permission to employ Trenam, Kemker, Scharf, Barkin, Frye, O'Neill
& Mullis, P.A. as its special counsel to render general bankruptcy
services.

According to the trustee, no fee will be paid to Trenam without an
application to and an order from the Court.

To the best of the trustee's knowledge, Trenam has no connection
with the Debtor, creditors or party-in-interest.

                   About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.


UNIVERSAL SOLAR: Delays Form 10-Q for First Quarter
---------------------------------------------------
Universal Solar Technology, Inc., has been unable to complete its
quarterly report on Form 10-Q for the period ended March 31, 2013,
within the prescribed time because of certain delays that have
prevented the Company from preparing a complete filing.  The
Company was therefore unable to file its Quarterly Report on Form
10-Q in a timely manner without unreasonable effort or expense.
The Company expects to file its Quarterly Report within the
extension period.

                        About Universal Solar

Headquartered in Zhuhai City, Guangdong Province, in the People's
Republic of China, Universal Solar Technology, Inc., was
incorporated in the State of Nevada on July 24, 2007.  It operates
through its wholly owned subsidiary, Kuong U Science & Technology
(Group) Ltd., a company incorporated in Macau, the People's
Republic of China on May 10, 2007, and its subsidiary, Nanyang
Universal Solar Technology Co., Ltd., a wholly foreign owned
enterprise registered on Sept. 8, 2008 under the wholly foreign-
owned enterprises laws of the PRC.

The Company primarily manufactures, markets and sells silicon
wafers to manufacturers of solar cells.  In addition, the Company
manufactures photovoltaic modules with solar cells purchased from
third parties.

Universal Solar disclosed a net loss of $5.66 million on $649,616
of sales for the year ended Dec. 31, 2012, as compared with a net
loss of $2.70 million on $3.28 million of sales during the prior
year.  The Company's balance sheet at Dec. 31, 2012, showed $6.37
million in total assets, $15.56 million in total liabilities and a
$9.19 million total stockholders' deficiency.

Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has not generated cash from its operation, has
stockholders' deficiency of $9,191,918 and has incurred net loss
of $9,887,181 since inception.  These circumstances, among others,
raise substantial doubt about the Company's ability to continue as
a going concern.


US AIRWAYS: Fitch Assigns 'B-' Rating to $400MM Unsecured Notes
---------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B-/RR6' to the proposed
$400 million unsecured notes to be issued by US Airways Group,
Inc. In addition, Fitch has downgraded US Airways' senior
unsecured convertible notes to 'CCC+/RR6' from 'B-/RR6',
reflecting that the convertibles do not benefit from a guarantee
from US Airways, Inc. as do the new unsecured notes. The Issuer
Default Ratings (IDR) for US Airways Group, Inc. and its primary
operating subsidiary US Airways, Inc. (LCC) remain unchanged at
'B+' with a Positive Outlook. A full rating list is shown at the
end of this release.

US Airways Group, Inc. is expected to issue $400 million in senior
unsecured notes with the proceeds to be used for general corporate
purposes. The notes will feature a five-year tenor and will be
fully and unconditionally guaranteed by US Airways, Inc. The notes
will be rank pari passu with all senior unsecured indebtedness of
both US Airways Group, Inc. and US Airways, Inc. Following the
proposed merger with American Airlines, the notes will be also be
guaranteed by AMR Corporation and American Airlines, Inc.
Key Rating Drivers
The 'B-/RR6' rating is driven by Fitch's recovery analysis, which
reflects recovery expectations under a scenario in which
distressed enterprise value is allocated to the various debt
classes. An 'RR6' rating reflects the expectation that unsecured
noteholders would likely experience below-average recovery due to
the significant amount of secured debt in US Airways' capital
structure.

LCC's IDR continues to reflect the transformation of the company's
business model which has significantly improved its financial
profile since the credit crisis. Over the past year LCC produced
record revenues, profitability and cash flow, despite a lackluster
macro environment and volatile fuel prices. As a result, LCC's
credit metrics have notably improved. While significant risks
remain, Fitch believes LCC is in a better position to withstand a
weak operating environment or higher fuel costs. Other factors
supporting the ratings include structural changes in the U.S.
airline industry and LCC's relative cost position (including no
defined benefit pension plan), which give the company significant
operating leverage in a growing economy.

Fitch's primary concerns for LCC on a standalone basis include the
company's high debt levels, and limitations on its ability to
reduce network capacity based on current pilot contracts, in
addition to the cyclicality and event risk inherent in the airline
industry. Although LCC's unhedged fuel strategy poses a risk in a
severe fuel spike scenario, current industry fundamentals enable
LCC and its peers to largely pass on higher fuel costs through
higher fares when demand is rising, or cut capacity when demand is
falling.

The Positive Rating Outlook reflects the potential credit benefits
over the next one to two years from LCC's pending merger with
American Airlines. Fitch maintains its view that the proposed
merger enhances LCC's network and credit profile but expects
potential benefits to be realized over the longer term.

Rating Sensitivities:
The ratings on the unsecured notes are tied to US Airways' IDR. An
upgrade or downgrade of the notes could follow a rating action on
the underlying IDR. An upgrade could also follow improvement in
the recovery prospects for the notes through either a rising
enterprise value for US Airways or a material change in US
Airways' capital structure.

Fitch has assigned the following ratings:

US Airways Group, Inc.
-- Senior unsecured notes due 2018 'B-/RR6'.

Fitch has downgraded the following ratings:

US Airways Group, Inc.
-- Senior unsecured convertible notes to 'CCC+/RR6' from 'B-/RR6'

Fitch rates US Airways as follows:

US Airways Group, Inc.
-- IDR 'B+';
-- Senior secured term loan due 2014 'BB+/RR1'.

US Airways, Inc.
-- IDR 'B+';
-- Proposed senior secured term loan B1 due 2019 'BB+/RR1';
-- Proposed senior secured term loan B2 due 2016 'BB+/RR1'.

The Rating Outlook is Positive.


US AIRWAYS: S&P Assigns 'CCC+' Rating to Senior Unsecured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating to US Airways Group Inc.'s senior unsecured notes due 2018,
with a  '5' recovery rating, indicating S&P's expectation of
modest (10%-30%) recovery in a default scenario.  The company will
use proceeds for general corporate purposes.  The 'B-' corporate
credit rating is unchanged and the outlook is positive.

S&P's ratings on US Airways Group Inc. reflect its substantial
debt and lease burden and participation in the high-risk U.S.
airline industry.  The ratings also incorporate benefits from the
company's operating costs, which are than those of other legacy
airlines.  Tempe, Ariz.-based US Airways is the fifth-largest U.S.
airline, carrying about 9% of industry traffic.  S&P characterizes
the company's business profile as "weak", its financial profile as
"highly leveraged", and its liquidity as "adequate" under S&P's
criteria.  On Feb. 14, 2013, US Airways and AMR Corp. (parent of
American Airlines Inc.) announced a merger agreement.  S&P will
evaluate the merger (which is subject to regulatory review and
other conditions) and how it fits into AMR's plan to emerge from
bankruptcy, and S&P could place ratings on CreditWatch with
positive implications if it believes it is likely S&P would rate
the merger entity 'B' (S&P do not foresee a likelihood of a higher
rating, nor do it believes it likely that S&P would lower the
corporate credit rating).  The timing of any CreditWatch placement
or rating change would depend on both availability of information
needed to judge merger effects and greater clarity.

Ratings List

US Airways Group Inc.
Corporate Credit Rating           B-/Positive/--

New Rating
US Airways Group Inc.
Senior Unsecured Notes
  Due 2018                          CCC+
  Recovery Rating                   5


US FOODS: S&P Assigns 'B-' Rating to $2.1BB Sr. Secured Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
issue rating to Rosemont, Ill.-based US Foods Inc.'s proposed
$2.1 billion senior secured term loan maturing March 31, 2019, and
'5' recovery rating, indicating that lenders could expect modest
(10% to 30%) recovery in the event of a payment default.  At the
same time, S&P assigned its 'BB-' issue rating to the company's
existing $1.1 billion asset-backed revolving credit facility
maturing May 11, 2016, and a '1' recovery rating, indicating that
lenders could expect very high (90% to 100%) recovery in the event
of a payment default.  The ratings are subject to change and
assume the transaction is completed on substantially the terms
presented to S&P.

S&P expects the net proceeds from the proposed term loan will be
used to repay the company's existing $417 million and
$1.674 billion senior secured term loans, both of which mature on
March 31, 2017.  S&P expects to withdraw the ratings on the
existing term loans upon their repayment.

All of S&P's other ratings on the company, including the 'B'
corporate credit rating, remain unchanged.  The outlook is stable.
Pro forma for the proposed transaction, total debt outstanding is
about $4.85 billion.

S&P's US Foods ratings reflect Standard & Poor's analysis that the
company's financial risk profile will remain "highly leveraged"
for the foreseeable future.  This is based on S&P's opinion that
the company has a very aggressive financial policy and significant
debt burden.  S&P also believes the company's performance will
improve over the remainder of 2013 relative to the first quarter
ended March 31, 2013, which was particularly weak across most of
the foodservice distribution industry.  S&P's "fair" business risk
assessment reflects the company's participation in an intensely
competitive, low-margin industry.  The company benefits from its
satisfactory market position, relatively stable historic industry
demand, and broad geographic diversification within the U.S.

RATING LIST

US Foods Inc.
Corporate credit rating                 B/Stable/--

Ratings Assigned
US Foods Inc.
Senior secured
  $1.1 billion revolver due 2016         BB-
    Recovery rating                      1
  $2.1 billion term loan due 2019        B-
    Recovery rating                      5


VALLEYCREST COMPANIES: Moody's Rates $265MM Term Loan 'B3'
----------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating,
B2-PD probability of default rating to ValleyCrest Companies, LLC,
and a B3 rating to the company's $265 million first lien senior
secured term loan due 2019. The rating outlook is stable. This is
the first time Moody's has assigned public ratings to ValleyCrest.

The following rating actions have been taken:

Corporate family rating, B2 assigned;

Probability of default rating, B2-PD assigned;

$265 million first lien senior secured term loan due 2019,
assigned B3, LGD4-61%;

Rating outlook is stable.

Ratings Rationale:

The proceeds from the senior secured term loan will be used to
retire outstanding borrowings under the company's existing term
loan facility. In conjunction with the term loan, the company is
putting in place a new $75 million first lien senior secured
revolving credit facility (unrated) due 2018, which is intended to
be used for working capital purposes.

ValleyCrest's B2 corporate family rating reflects its high
financial leverage, relatively low operating margins, modest
interest coverage, modest size and scale, and competitive forces
in its core landscape maintenance and development businesses. The
ratings are supported by the company's strong position in the
markets it serves, its recurring contractual cash flows from the
landscape maintenance business, solid long-term diverse customer
relationships, and adequate liquidity profile. Additionally, the
company's focus on growing and solidifying its landscape
maintenance operations, which provide stronger and more consistent
margins than its other lines of business, is also a credit
positive.

The stable outlook reflects Moody's expectation that the company's
core maintenance operations will continue generating performance
relatively consistent with its historical trends. Additionally,
the outlook incorporates Moody's expectation that ValleyCrest will
improve the profitability of its other lines of business, and
reduce financial leverage over the intermediate time horizon.

ValleyCrest has an adequate liquidity position, which, however, is
constrained by limited cash balances, seasonal working capital
swings that consume cash flows and utilize revolving credit
facility. At the close of the transaction the company is expected
to have approximately $5 million of cash on hand. As a part of
this transaction ValleyCrest is putting in place a new $75 million
first lien senior secured ABL revolving credit facility due 2018,
and will need to maintain a fixed charge coverage ratio above 1.0x
if a) the availability under the facility at any time is below the
lesser of $7.5 million or 10% of the credit facility size, and b)
the availability under the facility during three consecutive
business days is below the lesser of $9.375 million or 12.5% of
the credit facility size. In Moody's view the company should
maintain adequate facility availability and be in compliance with
its covenants over the next 12 to 18 months. ValleyCrest's
liquidity is also supported by lack of debt maturities until 2018.

The ratings could experience a downward pressure if the adjusted
debt-to-EBITDA increases above 6.0x, operating margins weaken,
interest coverage declines below 1.0x, or if liquidity
deteriorates.

The ratings could be considered for an upgrade if the company's
adjusted debt-to-EBITDA declines below 4.5x, operating
profitability improves markedly, interest coverage exceeds 2.5x,
while the company builds size and scale and maintains solid
liquidity.

The B3 rating assigned to the proposed $265 million senior secured
term loan due 2019 is one notch below the corporate family rating
of B2. The ABL benefits from a first lien on the company's
receivables. The term loan has a second-priority interest in the
ABL assets, and a first priority interest in fixed assets and
inventory.

The principal methodology used in this rating was the 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.

Founded in 1949 and headquartered in Calabasas, California,
ValleyCrest Companies LLC ("ValleyCrest") is a national provider
of landscape maintenance services, installation and ancillary
services, operating through five principal divisions that include
Landscape, Maintenance, U.S. Lawns, Nursery, and Golf. The
company's customers include corporate campuses, office buildings,
municipal properties, hotels, resorts, sports venues, golf
courses, theme parks, museums, etc. ValleyCrest, the issuer of the
rated debt, is wholly owned by E.I.I. Holding Co., a Delaware C-
corporation that is itself wholly owned by ValleyCrest Holding Co
In its fiscal year ended April 30, 2013, ValleyCrest generated
approximately $900 million in revenues.


VANTAGE ONCOLOGY: Moody's Rates $250MM Sr. Secured Notes 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Vantage
Oncology, LLC's proposed $250 million senior secured notes. At the
same time, the company's B2 corporate family rating was affirmed
and probability of default rating changed to B2-PD from B3-PD. The
rating outlook remains stable.

Proceeds from the proposed bond offering will be used to refinance
the company's existing senior secured credit facilities.

The follow rating actions were taken:

$250 million senior secured notes, assigned B2 (LGD4, 52%);

Corporate family rating, affirmed at B2;

Probability of default rating, upgraded to B2-PD from B3-PD;

The following ratings were affirmed and will be withdrawn at
closing:

$25 million senior secured revolving credit facility, due 2016,
affirmed at B2 (LGD3, 32%);

$220 million senior secured term loan, due 2017, affirmed at B2
(LGD3, 32%).

Ratings Rationale:

The B2 corporate family rating considers Vantage's small revenue
base, high leverage of approximately 5 times and meaningful
exposure to Medicare and Medicaid. It is Moody's expectation the
company will generate a reduced level of positive free cash flow
due to increased capital expenditures from the rationalized levels
of the past 12 to 18 months as the company replaces its aging
linear accelerators. The rating also considers declines in
prostate treatment volumes as well as the negative impact of the
current reimbursement rate environment. Moody's anticipates the
company will work to mitigate these headwinds by effectively
managing expenses and continuing to exhibit total treatment
growth. The B2 rating is further supported by the company's good
liquidity profile with no meaningful near-term debt maturities.

The stable rating outlook reflects the company's good liquidity
position and Moody's expectation that management will continue to
maintain conservative financial policies.

The rating outlook could be changed to negative or ratings could
be downgraded if the company's liquidity profile weakens and/or
free cash flow turns negative on a sustained basis. The ratings
could also be downgraded if the company experiences a meaningful
reduction in visits such that its EBITDA contracts and adjusted
debt leverage excluding preferred stock adjustments increases to
above 5.5 times on a sustained basis. Debt financed acquisitions
or additional reimbursement rate declines could also have negative
rating implications.

The ratings could be upgraded if the company is able to exhibit
sustained improvement in its cost reduction efforts while
meaningfully increasing its revenue base and its adjusted debt to
EBITDA excluding preferred stock adjustments declines to below 3.5
times on a sustained basis. A ratings upgrade would also require a
more stable reimbursement environment.

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

Vantage Oncology, LLC is a provider of radiation therapy and
related oncology services to cancer patients. The company is owned
by Oak Hill Capital Partners ("Oak Hill"). Revenue for the fiscal
year ended December 31, 2012 was approximately $167 million.


VELATEL GLOBAL: Delays Form 10-Q for First Quarter
--------------------------------------------------
VelaTel Global Communications, Inc., was unable to file its Form
10-Q for the period ended March 31, 2013, in a timely manner
because the Company was not able to complete its financial
statements by the time required for the Company to timely file its
Form 10-Q.

The Company's Form 10-K for the period ended Dec. 31, 2012, has
not been filed with the Securities and Exchange Commission.

                        About VelaTel Global

VelaTel acquires spectrum assets through acquisition or joint
venture relationships, and provides capital, engineering,
architectural and construction services related to the build-out
of wireless broadband telecommunications networks, which it then
operates by offering services attractive to residential,
enterprise and government subscribers.  VelaTel currently focuses
on emerging markets where internet penetration rate is low
relative to the capacity of incumbent operators to provide
comparable cutting edge services, or where the entry cost to
acquire spectrum is low relative to projected subscribers.
VelaTel currently has project operations in People's Republic of
China, Croatia, Montenegro and Peru.  Additional target markets
include countries in Latin America, the Caribbean, Southeast Asia
and Eastern Europe.  VelaTel's administrative headquarters are in
Carlsbad, California.  For more information, please visit
www.velatel.com.

After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.

The Company reported a net loss of $21.79 million in 2011,
compared with a net loss of $66.62 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $21.55 million in total
assets, $26.54 million in total liabilities and a $4.99 million
total stockholders' deficiency.


VENTANA 20/20: Has Deal with East West; Case Dismissed
------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona dismissed the Chapter 11 case of Ventana 20/20
L.P.

The Debtor said that the dismissal of the case will implement the
settlement agreement with East West Bank.

As reported in the Troubled Company Reporter on April 12, 2013,
the settlement with its senior secured creditor, East-West Bank,
has terms that will allow the Debtor to repay other creditors much
faster, than if any plan of reorganization were confirmed.

As a condition to dismissal of the case, the Debtor has agreed to,
among other things:

      a. Following dismissal of the case, the Debtor will be
         enjoined and won't sell, transfer or convey all or any
         portion of its Prima County property except as provided
         by the parties' settlement agreement and in accordance
         with its terms.

      b. Any subsequent bankruptcy case filed within 24 months
         following the entry of the dismissal order, in which
         Ventana 20/20 is the Debtor, or which involves the Greens
         at Ventana Property or any Collateral of East West Bank
         in the real or personal property of the Debtor, will be
         assigned to the Arizona Bankruptcy Court, and
         specifically to Judge Hollowell, or her succeeding
         bankruptcy Judge, to the extent possible.

      c. The Debtor won't file a subsequent bankruptcy case after
         the dismissal of this case or consent to an involuntary
         bankruptcy case before East West has been paid the full
         repayment amount.

      e. The Bank will be entitled to immediate stay relief in any
         subsequent voluntary or involuntary bankruptcy filing
         that affects the Property.

                      About Ventana 20/20 LP

Ventana 20/20 LP filed bare-bones Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-17493) in Tucson on Aug. 3, 2012.  The Debtor
disclosed $14,542,797 in assets and $10,938,012 in liabilities.

John Murphy, as manager of the Debtor, signed the Chapter 11
petition.  Mr. Murphy is the founder, chairman and CEO of the
20/20 Group of companies.  As a value investor, he has led or
participated in over $1 billion of multi-family acquisitions
across North America.

Bankruptcy Judge Eileen W. Hollowell oversees the case.  Frederick
J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., serves as
the Debtor's counsel.  Donald L. Schaefer, court appointed
receiver for the Debtors, is represented by Warren J. Stapleton,
Esq., at Osborn Maledon, P.A.

In September, the United States Trustee said that an official
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
bankruptcy case of Ventana 20/20 LP.  The U.S. Trustee said it
attempted to solicit creditors interested in serving on the
Unsecured Creditors' Committee from the 20 largest unsecured
creditors.  After excluding governmental units, secured creditors
and insiders, the U.S. Trustee has been unable to solicit
sufficient interest in serving on the Committee, to appoint a
proper Committee.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


VERMILLION INC: Incurs $2.5 Million Net Loss in First Quarter
-------------------------------------------------------------
Vermillion, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.57 million on $328,000 of total revenue for the three months
ended March 31, 2013, as compared with a net loss of $1.77 million
on $312,000 of total revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed $6.50
million in total assets, $4.22 million in total liabilities and
$2.27 million in total stockholders' equity.

The recently completed investment transaction was structured to
provide funding for the company's 2013-2015 strategic plan.  "This
investment in Vermillion positions us to improve the quality of
care for women with ovarian cancer," said Thomas McLain,
Vermillion's president and CEO.  "It provides both strategic and
financial resources to build on our early success with OVA1 as the
first FDA-cleared multi-biomarker blood test to aid in the
diagnosis and treatment of ovarian cancer."

"Our experience in growing the OVA1 market with Quest Diagnostics
has defined the key factors for building market awareness and
expanding its use," continued McLain.  "In 2013 and 2014 we will
focus on positioning the patient outcome and cost advantages of
the on-label usage of OVA1 versus off-label usage of CA-125 for
the pre-surgical triage of suspicious ovarian masses."

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

                       http://is.gd/NTqvPx

                         About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


VINTAGE CONDOMINIUM: Condos, Bank in Fight for Control
------------------------------------------------------
Vintage Condominium Development LLC, the owner of the Vintage
condominium development in Gilbert, Arizona, filed a petition
for Chapter 11 protection (Bankr. D. Ariz. Case No. 13-08431) on
May 17, three weeks after the state court appointed a receiver at
the behest of the secured lender.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy began with a so-called bare-bones
filing where no papers accompanied the three-page petition other
than a list of creditors.  The case quickly turned into a fight
for control between the owner and the lender.

The report recounts that the lender Parkway Bank & Trust Co., owed
$12.3 million, had a receiver appointed after giving notice of
default on April 12.  The project has 107 units.  Only two were
sold to third parties, according to court filings.

According to the report, events in the few days after bankruptcy
read like a soap opera, with both sides using self-help to recover
or retain control of the property.

After the Chapter 11 filing on May 17, the owner showed the
bankruptcy petition and took possession from the receiver.  The
same day, the receiver called the police who, according to the
owner, refused to intervene and give the receiver possession in
view of bankruptcy.  On the early morning of May 18, the
receiver's agents entered the office and changed the locks,
according to a court filing by the owner.

On May 20, the owner filed a lawsuit in bankruptcy court alleging
that the receiver violated the so-called automatic bankruptcy stay
by interfering with the owner's right to possession of the
property.

The bank responded the same day by filing papers asking the
bankruptcy judge to excuse the receiver from any obligation to
return possession to the lender.

Gilbert is about 25 miles (40 kilometers) southeast of Phoenix,
north of Chandler and south of Mesa.

The petition lists assets and debt both exceeding $10 million.


VUZIX CORP: Incurs $936,000 Net Loss in First Quarter
-----------------------------------------------------
Vuzix Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $936,298 on $739,184 of total sales for the three months ended
March 31, 2013, as compared with a net loss of $844,483 on $1.11
million of total sales for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $3.08
million in total assets, $10.14 million in total liabilities and a
$7.05 million total stockholders' deficit.

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

                        http://is.gd/UOLgsT

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

Vuzix reported net income of $322,840 on $3.22 million of total
sales for the year ended Dec. 31, 2012, as compared with a net
loss of $3.87 million on $4.82 million of total sales during the
prior year.

EFP Rotenberg, LLP, in Rochester, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred substantial losses from operations
in recent years.  In addition, the Company is dependent on its
various debt and compensation agreements to fund its working
capital needs.  The Company was not in compliance with its
financial covenants under a senior secured debt holder and had
other debts past due in some cases.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

"We have engaged an investment banking firm to assist us with
respect to a planned public stock offering of up to $15,000,000.
Our future viability is dependent on our ability to execute these
plans successfully.  If we fail to do so for any reason, we would
not have adequate liquidity to fund our operations, would not be
able to continue as a going concern and could be forced to seek
relief through a filing under U.S. Bankruptcy Code."


WAVE SYSTEMS: Registers 1.8 Million Class A Shares with SEC
-----------------------------------------------------------
Wave Systems Corp. disclosed in a regulatory filing that Cranshire
Capital Master Fund, Ltd, and Anson Investments Master Fund, LP,
may sell up to 1,204,820 shares of Wave's Class A common stock,
par value $0.01 per share, and up to 602,410 shares of Wave's
Class A common stock, par value $0.01 per share, issuable upon the
exercise of warrants.

The Company will not receive any proceeds from the sale of these
shares of Class A common stock by the selling stockholders.

Wave's Class A common stock is traded on the Nasdaq Capital Market
under the symbol "WAVX."  The last reported sale price of the
Company's Class A common stock on the Nasdaq Capital Market on
May 9, 2013, was $0.49 per share.

A copy of the Form S-3 prospectus is available for free at:

                        http://is.gd/WrJrRH

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

KPMG LLP, in Boston Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $33.96 million, as compared with a net loss of $10.79
million in 2011.  The Company's balance sheet at March 31, 2013,
showed $10.77 million in total assets, $22.19 million in total
liabilities and a $11.42 million total stockholders' deficit.


WELCH ENTERPRISES: Bankruptcy Administrator Wants Case Dismissed
----------------------------------------------------------------
Travis M. Bedsole, Jr., Bankruptcy Administrator for the Southern
District of Alabama, filed a motion with the U.S. Bankruptcy Court
to dismiss the chapter 11 case of Welch Enterprises, LLC, saying
the Debtor has failed to comply with the Order entered by the
Court on January 28, 2013, that required it to file:

   -- BA-2 quarterly fee statement for March 2013;
   -- Quarterly fee due for March 2013; and
   -- 2012 Tax Returns

A hearing on the motion is set for May 28, 2013, at 8:30 a.m. at
Courtroom 2, 201 St. Louis Street, in Mobile, Alabama.

                   About Welch Enterprises

Welch Enterprises, LLC, a Grove Hill, Alabama-based logging
company, filed a Chapter 11 petition (Bankr. S.D. Ala. Case No.
13-00255) in Mobile, Alabama, on Jan. 25, 2013.  The Debtor
disclosed $13.3 million in assets and $1.41 million in liabilities
in its schedules.


WIRECO WORLDGROUP: S&P Puts 'B+' CCR on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including the 'B+' corporate credit rating, on Kansas City, Mo.-
based WireCo WorldGroup Inc. on CreditWatch with negative
implications.  The CreditWatch placement means S&P could affirm or
lower the ratings after it completes its review.

"The CreditWatch placement reflects our view of the company's
relatively high debt, its net leverage covenant cushion of less
than 10%, and uncertainty about how the company plans to reduce
debt," said Standard & Poor's credit analyst Megan Johnston.

During the past year, WireCo has increased debt to about
$900 million from about $600 million in order to pursue
acquisitions, but has failed to realize EBITDA gains from those
acquisitions due to challenging operating conditions in a number
of its key product lines and markets.  As a result, performance
has fallen short of S&P's previous expectations.  S&P originally
expected 2012 adjusted EBITDA of about $150 million, with adjusted
debt to EBITDA of about 6x; however, WireCo's 2012 adjusted EBITDA
was about $115 million, with adjusted debt to EBITDA of 8.2x.  In
addition, S&P estimates headroom on the company's net leverage
covenant to be less than 10%, which is in line with a "less than
adequate" liquidity assessment.  S&P expects these measures to
remain weak for the next several quarters, given lower rig counts,
which affects demand for products WireCo sells to the oil and gas
market, ongoing weakness in Europe, where WireCo has a large
exposure, and an overall competitive environment.

S&P's corporate credit rating on WireCo, a manufacturer of steel
wire rope, reflects what S&P considers to be the company's "weak"
business risk and its "aggressive" financial risk profiles.  The
company is exposed to intensely competitive and cyclical end
markets, import penetration concerns, and aggressive debt leverage
for the rating.  WireCo's penetration into higher-margin
businesses somewhat offsets these factors.

In resolving the CreditWatch listing, S&P will review its
performance expectations and WireCo's liquidity position, and
assess its aggressive financial risk profile to determine whether
a lower rating is warranted.  This will include meeting with
management to discuss near-term operating and financial prospects.
Key factors in S&P's analysis will include a review of the
company's overall strategy, its plans to reduce debt, and its need
for covenant relief.  S&P expects to resolve the CreditWatch
listing within the next several weeks.


WORLD SURVEILLANCE: Incurs $517,000 Net Loss in First Quarter
-------------------------------------------------------------
World Surveillance Group Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $517,081 on $526,177 of net sales for the three
months ended March 31, 2013, as compared with a net loss of $1.39
million on $146,729 of net sales for the same period during the
prior year.

The Company's balance sheet at March 31, 2013, showed $3.89
million in total assets, $16.59 million in total liabilities and a
$12.69 million total stockholders' deficit.

                        Bankruptcy Warning

"Our indebtedness at March 31, 2013 was $16,591,883.  A portion of
such indebtedness reflects judicial judgments against us that
could result in liens being placed on our bank accounts or assets.
We are continuing to review our ability to reduce this debt level
due to the age and/or settlement of certain payables but we may
not be able to do so.  This level of indebtedness could, among
other things:

   * make it difficult for us to make payments on this debt and
     other obligations;

   * make it difficult for us to obtain future financing;

   * require us to redirect significant amounts of cash from
     operations to servicing the debt;

   * require us to take measures such as the reduction in scale of
     our operations that might hurt our future performance in
     order to satisfy our debt obligations; and
   * make us more vulnerable to bankruptcy or an unwanted
     acquisition on terms unsatisfactory to us."

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

                        http://is.gd/l4jk6Q

                         Settles with Brio

Brio Capital L.P., the holder of several warrants dating back to
2006, filed an action against the Company on March 28, 2011, in
New York Supreme Court for, among other things, the issuance of
approximately 6.2 million shares of common stock, par value
$0.00001 per share, of the Company upon the exercise of certain
warrants.  The New York Supreme Court granted a non-final Summary
Judgment Order in favor of Brio in December 2011 requiring the
Company to issue 6,215,543 shares of Common Stock.  Certain other
claims relating to this Action remained outstanding.

On Dec. 31, 2012, World Surveillance Group Inc. reached a
settlement with Brio Capital, L.P., and Brio Capital Master Fund
Ltd. and entered into a Settlement Agreement resolving all
remaining issues in the Action, without admitting any liability or
wrongdoing on the part of the Company.  The Settlement Agreement
was contingent on the approval by the Court pursuant to Section
3(a) (10) of the Securities Act of 1933, as amended.  Notably,
that Approval was granted by Order dated May 9, 2013, by the Hon.
Marcy Friedman of the New York Supreme Court.  As a result of the
Settlement Agreement, Brio has no further rights of any kind
whatsoever with respect to the Action or the above referenced
warrants.

Under the terms of the Settlement Agreement, the Company is
required to issue a number of shares of Common Stock in 12 monthly
installments equal to $31,250 divided by the price that is the
average of the closing price of the Company's Common Stock for the
last three trading days of the month immediately preceding the
month in which the shares are due to be issued.  Pursuant to the
Section 3(a) (10) approval, the shares of Common Stock issued to
Brio will be freely tradable upon issuance.  Pursuant to the
Settlement Agreement, Brio agreed not to sell publicly on any
trading day in excess of 25 percent of the daily trading volume of
the Company's Common Stock; provided, however, that such provision
does not apply to sales at or more than $0.06 per share.

A copy of the Settlement Agreement is available for free at:

                         http://is.gd/FzZwOl

                      About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

World Surveillance disclosed a net loss of $3.36 million on
$272,201 of net revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $1.12 million on $19,896 of net
revenues in 2011.

Rosen Seymour Shapss Martin & Company LLP, in New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.  These conditions raise
substantial doubt about its ability to continue as a going
concern.


* S&P Raises Rating on 3 Natural Gas Prepay Transactions
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
natural gas prepay transactions, following the May 10, 2013,
upgrade of two insurance companies that are counterparties in the
transactions, MBIA Inc. and National Public Finance Guarantee
Corp.

The financial strength rating on National Public Finance Guarantee
Corp. was raised to 'A' from 'BBB', and it was removed from
CreditWatch positive.  At the same time, S&P raised the rating on
parent MBIA Inc. to 'BBB' from 'B-', and removed it from
CreditWatch positive.  Based on S&P's analysis of the transaction
documents, the ratings on these gas prepay transactions are linked
to the ratings on the affected counterparties and to the ratings
on other parties to the transaction.

The rating actions and weak links are as follows:

   -- S&P raised its rating on Salt Verde Financial Corp.'s (Gas
      Prepay) subordinated bonds series 2007 to 'BBB' from 'B-',
      and S&P revised the outlook to stable.  The rating continues
      to be weak-linked to the rating and outlook on MBIA Inc.,
      which acts as the debt-service reserve fund provider.

   -- S&P raised its ratings on Southern California Public Power
      Authority's (Gas Prepay) series 2007A and 2007B to 'A-' from
      'BB', and S&P revised the outlook to negative.  The rating
      is weak-linked to The Goldman Sachs Group Inc. (A-
      /Negative/A-2), which serves as guarantor to J. Aron, the
      gas provider.

   -- S&P raised its rating on Tennessee Energy Acquisition
      Corp.'s (Gas Prepay) series 2006C to 'BBB' from 'BB'.  The
      rating was weak-linked to the rating and outlook on National
      Public Finance Guarantee Corp., which acts as the surety
      bond provider.  However, since S&P upgraded National Public
      Finance Guarantee to 'A', the rating on this transaction is
      now weak-linked to the rating on Depfa Bank PLC
      (BBB/Stable/A-2), which is the provider of the Guaranteed
      Investment Contract.  The outlook is now stable.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.  The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.
If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

            http://standardandpoorsdisclosure-17g7.com

RATING ACTIONS

Salt Verde Financial Corp. (Gas Prepay)
Series                             To            From
2007 Subordinate bonds             BBB/Stable    B-/Negative

Southern California Public Power Authority (Gas Prepay)
Series                             To            From
2007A and 2007B bonds              A-/Negative   BB/Developing

Tennessee Energy Acquisition Corp. (Gas Prepay)
Series                             To            From
2006C bonds                        BBB/Stable    BB/Developing


* Settlements Prompt Moody's to Lift Ratings on MBIA Entities
-------------------------------------------------------------
Moody's Investors Service upgraded the insurance financial
strength ratings of MBIA Insurance Corporation (MBIA Corp., to B3
from Caa2 IFS), National Public Finance Guarantee Corporation
(National, to Baa1 from Baa2 IFS), MBIA UK Insurance Limited (MBIA
UK, to B1 from B3 IFS), MBIA Mexico S.A de C.V. (MBIA Mexico, to
B3 from Caa2 IFS) as well as the ratings of MBIA Inc. (senior to
Ba3 from Caa1), the group's ultimate holding company. The rating
action also has implications for the various transactions wrapped
by the MBIA group as discussed later in this press release.

Rationale:

Moody's stated that these rating actions reflect the overall
positive effect that MBIA's recent settlements with various
counterparties have had on the group's credit profile. The
settlement of put-back recoverables owed to MBIA and of claims
owed by MBIA related to insured exposures, including risky
commercial real estate resecuritizations, under terms broadly
consistent with MBIA's reserves, have, in aggregate, improved the
group's liquidity profile and reduced the volatility of its
insured risk portfolio. Additionally, the bank-led litigation
related to the MBIA group's 2009 restructuring was dismissed as
part of these settlements, reducing legal risk.

Specifically, the settlement with Bank of America alleviated
liquidity strains that could have triggered regulatory action at
MBIA Corp. Proceeds from the Bank of America and Flagstar
settlements allowed MBIA Corp. to repay and extinguish a $1.7
billion loan that National had extended to MBIA Corp., thereby
eliminating a substantial risk from National's balance sheet and a
major obstacle to National's payment of dividends to MBIA Inc. The
end of the restructuring litigation and the reduced financial
exposure to MBIA Corp. improves National's prospects for
underwriting new transactions.

Ratings Rationale: MBIA Insurance Corporation

The B3 IFS rating, positive outlook, of MBIA Corp. reflects the
firm's improved capital and liquidity profile following
settlements of putback receivables and insured claims with major
counterparties. MBIA Corp. has been able to alleviate liquidity
pressures that could have prompted regulatory action. However, the
insurer remains exposed to substantial insured risks, including
certain commercial real estate exposures that could yield high
losses in a stress scenario. Further improvement in the rating is
most likely to result from a continuation of the recent trend
toward elimination of the insurers' most troublesome exposures via
favorable settlements.

The B3 IFS rating, positive outlook of MBIA Mexico, S.A. de C.V.
(MBIA Mexico) reflects the formal and informal support from MBIA
Corp., in the context of the insurer's limited size and standalone
financial profile. Its rating is expected to remain closely linked
to that of its parent.

Ratings Rationale: National Public Finance Guarantee

The Baa1 IFS rating, positive outlook, of National reflects the
insurer's improved credit profile following the repayment of the
loan from its weaker affiliate, MBIA Corp., and the termination of
the litigation related to the group's 2009 restructuring. While
National's insured portfolio is expected to generate losses that
are well covered by its claims paying resources, its business
position is characterized by a lack of participation in the market
for the last five years, and by its continued affiliation with the
much weaker MBIA Corp. The positive outlook reflects the trend of
developments at MBIA Corp., which would be favorable to National
if it were to continue.

Ratings Rationale: MBIA UK

The B1 IFS rating, positive outlook, of MBIA UK reflects its
meaningful stand-alone financial resources relative to its insured
risks, as well as its limited standalone business profile and
pressures stemming from its weaker parent, MBIA Corp. MBIA Corp.'s
support of MBIA UK, in the form of excess of loss reinsurance and
net worth maintenance agreements, is subordinated to insured
claims and thus of limited value, in Moody's opinion, due to MBIA
Corp.'s weak credit profile.

Ratings Rationale: MBIA Inc.

The Ba3 senior unsecured debt rating, positive outlook, of MBIA
Inc. reflects the improving credit profile of its subsidiaries and
the expected resumption of dividend payments from National. Its
high debt burden and meaningful asset risks, reflecting the
deterioration of its wind-down operations, remain a distinct
weakness, however, resulting in its positioning five rating
notches below the IFS rating of its lead insurance subsidiary,
National, rather than the more typical three notches.

What Could Change the Ratings Up Or Down?

National's rating could be raised if the insurer were able to
establish a more solid market position, marked by underwriting of
high quality risks at attractive prices. Meaningful improvements
at MBIA Corp., either through risk reduction or capital
enhancement would also be a positive rating driver for National,
as well as for MBIA Corp. itself, as those improvements would
reduce the contingent risk of a call on National's resources.

The ratings of MBIA Corp. could be downgraded if the insurer were
to experience greater than expected claims that would cause
liquidity stress, but the ratings could be upgraded if there were
material risk reduction in the insurer's portfolio due to
improving credit trends, amortization or commutations.

Rating List

Upgrades:

Issuer: MBIA Inc.

Senior Unsecured Regular Bond, Upgraded to Ba3, from Caa1

Issuer: MBIA Insurance Corp.

Insurance Financial Strength, Upgraded to B3, from Caa2

Subordinate Surplus Notes, Upgraded to Ca (hyb), from C (hyb)

Issuer: National Public Finance Guarantee Corp.

Insurance Financial Strength, Upgraded to Baa1, from Baa2

Issuer: MBIA UK Insurance Limited

Insurance Financial Strength, Upgraded to B1, from B3

Issuer: MBIA Mexico S.A de C.V.

Insurance Financial Strength, Upgraded to B3, from Caa2, and to
B1.mx from Caa2.mx

Affirmations:

Issuer: MBIA Insurance Corporation

Pref. Stock Preferred Stock, Affirmed C (hyb)

Non-cumulative Preferred Stock, Affirmed C (hyb)

Outlook Actions:

Issuer: MBIA Inc.

Outlook, Changed To Positive from Rating under Review for
Downgrade

Issuer: MBIA Insurance Corporation

Outlook, Changed To Positive from Rating under Review for
Downgrade

Issuer: MBIA UK Insurance Limited

Outlook, Changed To Positive from Negative

Issuer: National Public Finance Guarantee Corp.

Outlook, Changed To Positive from Rating under Review for
Downgrade

Issuer: MBIA Mexico S.A de C.V.

Outlook, Changed To Positive from Developing

Treatment of Wrapped Transactions

Moody's ratings on securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of the following: a) the rating of the guarantor (if
rated at the investment grade level); or b) the published
underlying rating (and for structured securities, the published or
unpublished underlying rating). Moody's approach to rating wrapped
transactions is outlined in Moody's special comment "Assignment of
Wrapped Ratings When Financial Guarantor Falls Below Investment
Grade" (May, 2008); and Moody's November 10, 2008 announcement
"Moody's Modifies Approach to Rating Structured Finance Securities
Wrapped by Financial Guarantors".

As a result of this rating action, the Moody's-rated securities
that are guaranteed or "wrapped" by MBIA Corp., National, MBIA
Mexico, and MBIA UK are upgraded, except those with equal or
higher published underlying ratings (and for structured finance
securities, except those with equal or higher published or
unpublished underlying ratings).

The principal methodology used in this rating was Moody's Rating
Methodology for the Financial Guaranty Insurance Industry
published in September 2006.


* Canadian Life Insurers Reap Rewards of Wealth Management Sales
----------------------------------------------------------------
Wealth management sales in both North America and Asia were
important sources of growth for the big three Canadian insurers
during the first quarter of 2013, says Moody's Investors Service
in a new report on first quarter results for the 3 largest
Canadian life insurers.

"Asian franchises yielded double-digit wealth sales growth and
continued to provide valuable exposure to higher growth rates and
expanding markets," says David Beattie in the report "Q1 2013
Canadian Insurance Results: Wealth Management Leads Top Line
Momentum; Market Impacts Relatively Benign."

"Profitability lags the top line momentum as Canadian insurers
active in Asia are investing heavily in these businesses," says
Beattie. "At some point we expect higher levels of profitability
to emerge."

The growth in wealth management comes as the big three insurers--
Manulife Financial Corporation, Sun Life Financial and Great West
Lifeco - carry out planned reductions in the sale of products with
policyholder friendly guarantee features, which dampened their
results. Such products include segregated funds and universal
life.

Spread compression, declining investment income and the costs of
hedging, however, is creating pressure on earnings, which may
increase insurers' appetite for risk, although there is yet no
evidence of increased credit provisions or impairments.

"The challenge of how to return to pre-crisis levels of
profitability absent a rise in interest rates remains the most
significant strategic dilemma facing the sector," says Beattie.

Moody's says the first quarter passed uneventfully for the big
three Canadian insurers in terms of impact from the financial
markets, with the exception of Manulife Financial Corporation
(MFC)'s C$350 million charge arising from interest rate exposure,
which was partially offset by a gain on equity markets exposure.


* ILR Applauds Passage of Asbestos Trust Transparency Bill
----------------------------------------------------------
Harold Kim, executive vice president of the U.S. Chamber Institute
for Legal Reform (ILR), made the following statement on May 21
applauding the House Judiciary Committee's passage of the
"Furthering Asbestos Claim Transparency (FACT) Act of 2013" (H.R.
982).  The legislation would require asbestos personal injury
settlement trusts authorized by federal bankruptcy law to disclose
information on their claims on a quarterly basis and respond to
information requests from parties to asbestos litigation.

"The asbestos compensation system should not allow fraud and abuse
to drain the funds available to deserving claimants.  Exploitation
of the system also saddles solvent companies, their shareholders,
and employees with paying unjust claims.

"Asbestos bankruptcy trusts have operated without adequate
oversight for too long.  Courts around the country have uncovered
examples in which plaintiffs' lawyers have filed inconsistent or
fraudulent claims with multiple trusts and in the court system.
The bipartisan FACT Act would discourage such wrongdoing.

"We commend the House Judiciary Committee for passing this
important legislation, and urge both the House and Senate to
swiftly follow suit."

ILR seeks to promote civil justice reform through legislative,
political, judicial, and educational activities at the national,
state, and local levels.

The U.S. Chamber of Commerce -- http://www.uschamber.com-- is the
world's largest business federation representing the interests of
more than 3 million businesses of all sizes, sectors, and regions,
as well as state and local chambers and industry associations.


* National Credit Default Rates Down in April 2013, Report Shows
----------------------------------------------------------------
Data through April 2013, released on May 21 by S&P Dow Jones
Indices and Experian for the S&P/Experian Consumer Credit Default
Indices, a comprehensive measure of changes in consumer credit
defaults, showed a decrease in national default rates during the
month.  The national composite hit its post-recession low of 1.42%
in April, down from 1.50% in March.  The first mortgage default
rate moved down to 1.31% in April from 1.41% in March.  The auto
loan default rate posted a 1.07% rate in April, down from its
1.11% March level.  The bank card default rate increased in April,
it posted 3.61% in April vs. 3.51% in March.

"Consumer financial condition continues to improve", says David M.
Blitzer, Managing Director and Chairman of the Index Committee for
S&P Dow Jones Indices.  "Continued improvements in the economy and
declining consumer debt are resulting in lower consumer default
rates for mortgages and automobiles.  Bank cards, where default
patterns are more volatile, saw a small uptick in the latest
month.  While unemployment remains elevated, these data suggest
that for many consumers the recession is definitely behind us.

"All five cities saw lower default rates in April.  Chicago, Los
Angeles and Miami hit new post-recession lows.  Miami was down by
0.72 percentage points since March and 1.00 percentage point since
February 2013.  Dallas was down by 0.20 percentage points, Chicago
by 0.14, and Los Angeles by 0.12 percentage points.  New York was
marginally down by 0.01 percentage point.  Miami had the highest
default rate at 2.21% and Dallas - the lowest at 1.00% among the
five cities. All five cities remain below default rates they
posted a year ago, in April 2012."

The table below summarizes the April 2013 results for the
S&P/Experian Credit Default Indices. These data are not seasonally
adjusted and are not subject to revision.

        S&P/Experian Consumer Credit Default Indices
        National Indices
        Index           April 2013    March 2013    April 2012
                        Index Level   Index Level   Index Level
        Composite       1.42          1.50          1.86
        First Mortgage  1.31          1.41          1.76
        Second Mortgage 0.62          0.69          0.93
        Bank Card       3.61          3.51          4.49
        Auto Loans      1.07          1.11          1.07
        Source: S&P/Experian Consumer Credit Default Indices
        Data through April 2013

The table below provides the S&P/Experian Consumer Default
Composite Indices for the five MSAs:

        Metropolitan     April 2013    March 2013    April 2012
        Statistical Area Index Level   Index Level   Index Level
        New York         1.78          1.79          1.78
        Chicago          1.70          1.83          2.21
        Dallas           1.00          1.20          1.25
        Los Angeles      1.36          1.48          1.88
        Miami            2.21          2.93          3.14
        Source: S&P/Experian Consumer Credit Default Indices
        Data through April 2013

                   About S&P Dow Jones Indices

S&P Dow Jones Indices LLC -- http://www.spdji.com-- is a part of
McGraw Hill Financial.  It is the world's largest, global resource
for index-based concepts, data and research.

                        About Experian

Experian -- http://www.experianplc.com-- 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.

Experian plc is listed on the London Stock Exchange (EXPN) and is
a constituent of the FTSE 100 index.  Total revenue for the year
ended 31 March 2013 was US$4.7 billion.  Experian employs
approximately 17,000 people in 40 countries and has its corporate
headquarters in Dublin, Ireland, with operational headquarters in
Nottingham, UK; California, US; and Sao Paulo, Brazil.


* Uptick in REIT Conversions Drive Concerns Over REIT Status
------------------------------------------------------------
A surge in companies filing for REIT status could be leading to an
increase in scrutiny over which companies should qualify.
According to a report issued by BDO USA, LLP, a leading accounting
and consulting organization, failure to qualify as a REIT is among
the top risks for REITs, with 100 percent of REITs analyzed citing
it.  While general economic conditions are also cited by 100
percent of REITs as a key risk consideration, the threat of
property illiquidity decreased from 89 percent to 82 percent,
which may indicate that the real estate industry is turning a
corner.

The 2013 BDO RiskFactor Report for REITs, which analyzes the most
recent SEC 10-K filings for the 100 largest publicly traded REITs
in the U.S., finds that access to capital continues to be a top
risk; however, this year only 94 percent of REITs cited it as a
risk versus 97 percent last year.  This slight decrease could
further underscore a positive change in market conditions.  Strong
competition for lessees and prime real estate, on the other hand,
is more of a concern this year for REITs than the previous year,
jumping in rank from fifth to third.  REITs also continue to cite
indebtedness as a top risk (85 percent), which may be a sign that
many REITs have underlying properties that have unfavorable loan
to value ratios.

"Competition for tenants across the commercial and residential
real estate sectors is something to watch this year.  On the
residential side, the multi-family segment has led most of the
discussion around market improvement, but, as housing buys pick
up, rental properties could suffer," said Stuart Eisenberg,
partner and Real Estate practice leader at BDO USA, LLP.  "The
commercial space continues to struggle with high competition due
to conservative growth and spending practices."

Additional findings from the 2013 BDO RiskFactor Report for REITs
include:

-- New Regulations Threaten Healthcare Real Estate, While Retail
Could Be Past Its Crisis.  In recent months, health care real
estate was identified as a bright spot in the industry.  However,
healthcare policy may create a cost-cutting environment that could
negatively impact the sector.  This could be contributing to the
jump in REITs citing healthcare reform as a risk (24 percent, up
from 14 percent).  Conversely, the retail real estate space, which
faced many years of low consumer spending coupled with competition
from online retailers, could be heading into a period of recovery.
Only 29 percent of REITs note the loss of a major anchor or tenant
as a risk, compared to 31 percent last year.

-- Climate Change and Natural Disasters Raise Concerns over
Insurance.  Hurricane Sandy exposed many businesses to staggering
financial loss as a result of long-term business interruption as
well as massive property damage.  This may be the impetus for 90
percent of REITs citing natural disasters as a top threat, up 7
percent from last year.  This also is likely driving REIT concern
over insurance premiums as well as the risk of being under or
uninsured for liabilities (87 percent).

-- Concern over Cyber Security Shows Significant Increase.  The
number of REITs that cite security breaches as a concern jumped
from 25 percent to 39 percent.  While this risk falls last in the
top twenty-five risks highlighted above, the potential loss as a
result of a breach can be severe, as it exposes businesses to a
number of potential risks, including liability claims,
reputational damage and regulatory penalties.  It is likely that
the financial impact of such an event as well as the increased
prevalence of attacks could be driving this change in sentiment.

-- Favorable Interest Rate Environment Has Risky Fate.  Similar to
last year, REITs continue to be an attractive investment, due to
their high performing dividend yield and a low interest rate
environment.  Despite a slight decrease in the number of REITs
citing an increase in interest rates as a risk (88 percent, down
from 92 percent), the increase in interest rates could have a
fundamental impact on cash flow and distributions.

                             About BDO

BDO -- http://www.bdo.com-- is the brand name for BDO USA, LLP, a
U.S. professional services firm providing assurance, tax,
financial advisory and consulting services to a wide range of
publicly traded and privately held companies.  For more than 100
years, BDO has provided quality service through the active
involvement of experienced and committed professionals.  The firm
serves clients through 45 offices and more than 400 independent
alliance firm locations nationwide.  As an independent Member Firm
of BDO International Limited, BDO serves multi-national clients
through a global network of 1,204 offices in 138 countries.

BDO USA, LLP, a Delaware limited liability partnership, is the
U.S. member of BDO International Limited, a UK company limited by
guarantee, and forms part of the international BDO network of
independent member firms.  BDO is the brand name for the BDO
network and for each of the BDO Member Firms.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Gregory Roos
   Bankr. N.D. Cal. Case No. 13-31123
      Chapter 11 Petition filed May 9, 2013

In re BRAE, Inc.
   Bankr. N.D. Fla. Case No. 13-40292
     Chapter 11 Petition filed May 9, 2013
         See http://bankrupt.com/misc/flnb13-40292.pdf
         represented by: Allen Turnage, Esq.
                         Law Office of Allen Turnage
                         E-mail: service@turnagelaw.com

In re Greencook Services, LLC
   Bankr. S.D. Fla. Case No. 13-20846
     Chapter 11 Petition filed May 9, 2013
         See http://bankrupt.com/misc/flsb13-20846.pdf
         Represented by: Robert C Furr, Esq.
                         Furr & Cohen
                         E-mail: bnasralla@furrcohen.com

In re Novamise Fleury
   Bankr. S.D. Fla. Case No. 13-20889
      Chapter 11 Petition filed May 9, 2013

In re Hollinshead Properties, Inc.
   Bankr. C.D. Ill. Case No. 13-70957
     Chapter 11 Petition filed May 9, 2013
         See http://bankrupt.com/misc/ilcb13-70957.pdf
         represented by: Jeffrey D Richardson, Esq.
                         The Law Office of Jeffrey D. Richardson
                         E-mail: jdrdec@aol.com

In re Christos Dimas
   Bankr. N.D. Ill. Case No. 13-19818
      Chapter 11 Petition filed May 9, 2013

In re John Crane
   Bankr. D. Md. Case No. 13-18223
      Chapter 11 Petition filed May 9, 2013

In re Eduardo Cortes
   Bankr. D.N.J. Case No. 13-20217
      Chapter 11 Petition filed May 9, 2013

In re Lucia's Day Care Center, LLC
        dba Kinder College
   Bankr. D.N.J. Case No. 13-20239
     Chapter 11 Petition filed May 9, 2013
         See http://bankrupt.com/misc/njb13-20239.pdf
         represented by: Leonard S. Singer, Esq.
                         Zazella & Singer, Esqs.
                         E-mail: zsbankruptcy@gmail.com

In re Alice Jimenez
   Bankr. S.D.N.Y. Case No. 13-11517
      Chapter 11 Petition filed May 9, 2013

In re Arcangelo DiOdoardo
   Bankr. E.D. Pa. Case No. 13-14147
      Chapter 11 Petition filed May 9, 2013

In re Vikram Patel
   Bankr. W.D. Tenn. Case No. 13-24981
      Chapter 11 Petition filed May 9, 2013

In re Olympia Petroleum Management, LLC
   Bankr. N.D. Tex. Case No. 13-42269
     Chapter 11 Petition filed May 9, 2013
         See http://bankrupt.com/misc/txnb13-42269.pdf
         represented by: David R. Gibson, Esq.
                         The Gibson Law Group
                         E-mail: my.lawyer@sbcglobal.net
In re David Barker
   Bankr. D. Ariz. Case No. 13-07885
      Chapter 11 Petition filed May 10, 2013

In re Kathleen Gross
   Bankr. D. Ariz. Case No. 13-07910
      Chapter 11 Petition filed May 10, 2013

In re Roy Spiller
   Bankr. E.D. Ark. Case No. 13-12760
      Chapter 11 Petition filed May 10, 2013

In re First Step Realty, Inc.
   Bankr. E.D. Ark. Case No. 13-12767
     Chapter 11 Petition filed May 10, 2013
         See http://bankrupt.com/misc/areb13-12767.pdf
         represented by: Sheila F. Campbell, Esq.
                         SHEILA CAMPBELL, P.A.
                         E-mail: campbl@sbcglobal.net

In re George Lanting
   Bankr. E.D. Cal. Case No. 13-13388
      Chapter 11 Petition filed May 10, 2013

In re Your Keys Realty, LLC
   Bankr. D. Conn. Case No. 13-20951
     Chapter 11 Petition filed May 10, 2013
         See http://bankrupt.com/misc/ctb13-20951.pdf
         represented by: Peter L. Ressler, Esq.
                         GROOB RESSLER & MULQUEEN, P.C.
                         E-mail: ressmul@yahoo.com

In re Robert Smith
   Bankr. M.D. Fla. Case No. 13-02919
      Chapter 11 Petition filed May 10, 2013

In re Greater Mount Pleasant Missionary Baptist Church, Inc.
   Bankr. N.D. Fla. Case No. 13-40295
     Chapter 11 Petition filed May 10, 2013
         See http://bankrupt.com/misc/flnb13-40295.pdf
         represented by: Thomas B. Woodward, Esq.
                         THOMAS B. WOODWARD, ATTY.
                         E-mail: woodylaw@embarqmail.com

In re Linda Henderson
   Bankr. M.D. Ga. Case No. 13-10594
      Chapter 11 Petition filed May 10, 2013

In re Eco Coastal Homes, Inc.
   Bankr. D. Mass. Case No. 13-12799
     Chapter 11 Petition filed May 10, 2013
         See http://bankrupt.com/misc/mab13-12799.pdf
         Filed as Pro Se

In re Bucknell Transmissions, Inc.
   Bankr. D. Mass. Case No. 13-30520
     Chapter 11 Petition filed May 10, 2013
         See http://bankrupt.com/misc/mab13-30520.pdf
         represented by: Steven Weiss, Esq.
                         SHATZ, SCHWARTZ & FENTIN, P.C.
                         E-mail: sweiss@ssfpc.com

In re Dad's Wine Bar, LLC
        dba Freakin' Frog
            Whisky Attic
   Bankr. D. Nev. Case No. 13-14130
     Chapter 11 Petition filed May 10, 2013
         See http://bankrupt.com/misc/nvb13-14130.pdf
         represented by: Jonathan B. Goldsmith, Esq.
                         GOLDSMITH & ASSOCIATES
                         E-mail: jonathan@vegaslawsite.com

In re Ralph Coppola
   Bankr. D. Nev. Case No. 13-50931
      Chapter 11 Petition filed May 10, 2013

In re Centro de Ayuda Social, Inc.
   Bankr. D. P.R. Case No. 13-03820
     Chapter 11 Petition filed May 10, 2013
         See http://bankrupt.com/misc/prb13-03820.pdf
         represented by: Francisco J. Ramos, Esq.
                         E-mail: fjramos@coqui.net

In re Aluve Restaurants, Inc.
        dba The Taco Maker (Sabana Grande)
   Bankr. D. P.R. Case No. 13-03849
     Chapter 11 Petition filed May 10, 2013
         See http://bankrupt.com/misc/prb13-03849.pdf
         represented by: Nydia Gonzalez Ortiz, Esq.
                         SANTIAGO & GONZALEZ
                         E-mail: bufetesg@gmail.com

In re Robert Robinson
   Bankr. E.D. Va. Case No. 13-71784
      Chapter 11 Petition filed May 10, 2013

In re Kasia Kowalski
   Bankr. W.D. Wis. Case No. 13-12370
      Chapter 11 Petition filed May 10, 2013

In re George Hayduke
   Bankr. D. Ariz. Case No. 13-8030
      Chapter 11 Petition filed May 13, 2013

In re Precision Real Property, LLC
   Bankr. D. Ariz. Case No. 13-08025
     Chapter 11 Petition filed May 13, 2013
         See http://bankrupt.com/misc/azb13-8025.pdf
         represented by: Mark J. Giunta, Esq.
                         Law Office Of Mark J. Giunta
                         E-mail: markgiunta@giuntalaw.com

In re Ballybunion Investments, LLC
   Bankr. N.D. Cal. Case No. 13-31157
     Chapter 11 Petition filed May 13, 2013
         See http://bankrupt.com/misc/canb13-31157.pdf
         represented by: Kayla Grant, Esq.
                         Law Office of Kayla Grant
                         E-mail: kayla.grant@gmail.com

In re CJG Ventures, LLC
    Bankr. N.D. Cal. Case No. 13-52612
      Chapter 11 Petition filed May 13, 2013
          See http://bankrupt.com/misc/canb13-52612p.pdf
          See http://bankrupt.com/misc/canb13-52612c.pdf
          Filed pro se

In re Ultiprf, LLC
   Bankr. N.D. Cal. Case No. 13-52602
     Chapter 11 Petition filed May 13, 2013
         See http://bankrupt.com/misc/canb13-52602.pdf
         represented by: Christopher Alliotts, Esq.
                         Law Offices of Christopher Alliotts
                         E-mail: Chris@DebtFreeMonterey.com

In re Jack White Entertainment, LLC
        dba Little Monkey Bizness
   Bankr. D. Colo. Case No. 13-18067
     Chapter 11 Petition filed May 13, 2013
         See http://bankrupt.com/misc/cob13-18067p.pdf
         See http://bankrupt.com/misc/cob13-18067c.pdf
         represented by: Jeffrey S. Brinen, Esq.
                         Kutner Miller Brinen, P.C.
                         E-mail: jsb@kutnerlaw.com

In re Management R Us, Inc.
   Bankr. S.D. Fla. Case No. 13-21140
     Chapter 11 Petition filed May 13, 2013
         See http://bankrupt.com/misc/flsb13-21140.pdf
         represented by: Brian K. McMahon, Esq.
                         E-mail: briankmcmahon@gmail.com

In re Abercorn Street Parking, LLC
    Bankr. S.D. Ga. Case No. 13-40851
      Chapter 11 Petition filed May 13, 2013
          See http://bankrupt.com/misc/gasb13-40851p.pdf
          See http://bankrupt.com/misc/gasb13-40851c.pdf
          represented by: C. James McCallar, Jr., Esq.
                          McCallar Law Firm
                          E-mail: mccallar@mccallarlawfirm.com

In re Douglas Heitmeier
   Bankr. E.D. La. Case No. 13-11320
      Chapter 11 Petition filed May 13, 2013

In re Franco Smiroldo
   Bankr. D. Md. Case No. 13-18381
      Chapter 11 Petition filed May 13, 2013

In re Gregory Drennan
   Bankr. D. Md. Case No. 13-18321
      Chapter 11 Petition filed May 13, 2013

In re Julie Drennan
   Bankr. D. Md. Case No. 13-18321
      Chapter 11 Petition filed May 13, 2013

In re Lawrence DuBuske
   Bankr. D. Mass. Case No. 13-12837
      Chapter 11 Petition filed May 13, 2013

In re Jeanne Vandecar
   Bankr. E.D. Mich. Case No. 13-49741
      Chapter 11 Petition filed May 13, 2013

In re Richard Vandecar
   Bankr. E.D. Mich. Case No. 13-49741
      Chapter 11 Petition filed May 13, 2013

In re Joseph Davey
   Bankr. D.N.H. Case No. 13-11248
      Chapter 11 Petition filed May 13, 2013

In re BlinkGroup Management LP
   Bankr. E.D.N.Y. Case No. 13-72556
     Chapter 11 Petition filed May 13, 2013
         See http://bankrupt.com/misc/nyeb13-72556.pdf
         Filed pro se

In re Donald Macina
   Bankr. N.D.N.Y. Case No. 13-11233
      Chapter 11 Petition filed May 13, 2013

In re Dwayne Handley
   Bankr. S.D.N.Y. Case No. 13-36105
      Chapter 11 Petition filed May 13, 2013

In re Settlers Ridge No. 3, L.P.
         dba StonePepper's Grill
    Bankr. W.D. Pa. Case No. 13-22082
      Chapter 11 Petition filed May 13, 2013
          See http://bankrupt.com/misc/pawb13-22082.pdf
          represented by: Robert O. Lampl, Esq.
                          E-mail: rol@lampllaw.com

In re Mushtaq Ahmed
   Bankr. C.D. Cal. Case No. 13-22572
      Chapter 11 Petition filed May 14, 2013

In re Wasilk Klimenko
   Bankr. C.D. Cal. Case No. 13-22578
      Chapter 11 Petition filed May 14, 2013

In re Jennifer Mumford
   Bankr. D. D.C. Case No. 13-00306
      Chapter 11 Petition filed May 14, 2013

In re William Brooks
   Bankr. S.D. Ga. Case No. 13-10860
      Chapter 11 Petition filed May 14, 2013

In re Ronald Odom
   Bankr. N.D. Ga. Case No. 13-11260
      Chapter 11 Petition filed May 14, 2013

In re Solidyne Corporation
   Bankr. N.D. Ill. Case No. 13-20252
     Chapter 11 Petition filed May 14, 2013
         See http://bankrupt.com/misc/ilnb13-20252.pdf
         represented by: John J. Lynch, Esq.
                         LAW OFFICES OF JOHN J LYNCH, P.C.
                         E-mail: jjlynch@jjlynchlaw.com

In re American Artisan & Traditional Homes, Inc.
   Bankr. S.D. Iowa Case No. 13-01410
     Chapter 11 Petition filed May 14, 2013
         Filed as Pro Se

In re Ian James
   Bankr. M.D. La. Case No. 13-10658
      Chapter 11 Petition filed May 14, 2013

In re Jaime Soto
   Bankr. D. Nev. Case No. 13-14219
      Chapter 11 Petition filed May 14, 2013

In re Patriot Automotive, Inc.
   Bankr. D. N.J. Case No. 13-20616
     Chapter 11 Petition filed May 14, 2013
         See http://bankrupt.com/misc/njb13-20616.pdf
         represented by: Elissa Westbrook Smith, Esq.
                         MCDOWELL POSTERNOCK LAW, P.C.
                         E-mail: esmith@mcdowellposternocklaw.com

In re Golf USA, Inc.
   Bankr. W.D. Okla. Case No. 13-12248
     Chapter 11 Petition filed May 14, 2013
         See http://bankrupt.com/misc/okwb13-12248.pdf
         represented by: Douglas N. Gould, Esq.
                         DOUGLAS N. GOULD, PLC
                         E-mail: dg@dgouldlaw.com

In re Woodland Ave Real Estate, LLC
   Bankr. E.D. Pa. Case No. 13-14339
     Chapter 11 Petition filed May 14, 2013
         See http://bankrupt.com/misc/paeb13-14339.pdf
         represented by: David B. Smith, Esq.
                         SMITH KANE, LLC
                         E-mail: dsmith@smithkanelaw.com

In re Luis Alonso Ballate
   Bankr. D. P.R. Case No. 13-03914
      Chapter 11 Petition filed May 14, 2013

In re 4 Estrellas Luminosas, Inc.
   Bankr. D. P.R. Case No. 13-03925
     Chapter 11 Petition filed May 14, 2013
         See http://bankrupt.com/misc/prb13-03925.pdf
         represented by: MIRIAM SOCORRO LOZADA RAMIREZ, Esq.
                         E-mail: miriamlozada@gmail.com

In re Collin Brown
   Bankr. D. S.C. Case No. 13-02868
      Chapter 11 Petition filed May 14, 2013

In re Haywood Enterprises, Inc.
        dba Eagle Sheet Metal
   Bankr. E.D. Va. Case No. 13-71835
     Chapter 11 Petition filed May 14, 2013
         See http://bankrupt.com/misc/vaeb13-71835.pdf
         represented by: Kelly Megan Barnhart, Esq.
                         ROUSSOS, LASSITER, GLANZER & BARNHART
                         E-mail: barnhart@rlglegal.com

                                - and ?

                         Robert V. Roussos, Esq.
                         ROUSSOS, LASSITER, GLANZER & BARNHART
                         E-mail: roussos@rlglegal.com

In re Patrick Shockley
   Bankr. W.D. Wash. Case No. 13-14482
      Chapter 11 Petition filed May 14, 2013

In re OCLA, LLC
   Bankr. E.D. Wis. Case No. 13-26681
     Chapter 11 Petition filed May 14, 2013
         See http://bankrupt.com/misc/wieb13-26681.pdf
         represented by: Thomas J. Kasen, Esq.
                         KASEN LAW OFFICES S.C.
                         E-mail: kasenlawoff@msn.com



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, 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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