TCR_Public/130531.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 31, 2013, Vol. 17, No. 149

                            Headlines

11850 DEL PUEBLO: Court Denies Employment of Levi Reuben Uku
11850 DEL PUEBLO: Hiring Chukwudum Emenike as Counsel
3PEA INTERNATIONAL: Had $2.1 Million Revenues in First Quarter
501 GRANT: Plan Outline Hearing Continued Until June 26
710 LONG RIDGE: Nursing Homes' Schedules of Assets and Debts

ACTIVECARE INC: Effects 10-for-1 Reverse Stock Split
AHERN RENTALS: Moody's Gives 'B3' CFR & Rates $415MM Notes 'Caa1'
ALCOA INC: Moody's Gives Ba1 CFR & Cuts Unsec. Debt Rating to Ba1
AIRTRONIC USA: Global Digital Gets First Contract in Merger Deal
AMERICAN AIRLINES: Offers to Buy Securities for Cash

AMERICAN AIRLINES: U.S. Bank Wants Full Payment to Release Liens
AMERICAN AIRLINES: $130-Mil. Aircraft Financing Approved
AMERICAN AIRLINES: Committee Supports MOU With Labor Unions
AMERICAN PETRO-HUNTER: Incurs $279,200 Net loss in 1st Quarter
AMPAL-AMERICAN: Has Third Trustee Appointed Within Eight Weeks

ARCAPITA BANK: Goldman Sachs Making $175-Mil. Interim Loan
ARCAPITA BANK: Tide Sues, Wants Hopper Claims Subordinated
ARCAPITA BANK: Tide Says Claims Superior to Falcon Equity
ASCENA RETAIL: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR
ASPEN GROUP: Presented at B. Riley & Co. Investor Conference

ASPEN GROUP: Named Michael Matte as Chief Financial Officer
ATARI INC: June 6 Hearing on Bid to Extend Plan Filing Deadline
ATLANTIC COAST: Two Directors Continue to Oppose Planned Merger
BEALL CORP: May Sell Property to ALF Acquisitions
BEATS ELECTRONICS: Moody's Rates New $700MM Revolver Debt 'B2'

BIOFUELS POWER: Incurs $126,000 Net Loss in First Quarter
BLUEJAY PROPERTIES: Hires CBIZ MHM as Accountants
BON-TON STORES: Declares Quarterly Cash Dividend
BOOMERANG SYSTEMS: Incurs $3.45-Mil. Net Loss in March 31 Qtr.
BOREAL WATER: Incurs $239,000 Net Loss in First Quarter

CAESARS ENTERTAINMENT: Jenkin Changes Title to Global President
CALPINE CORP: Fitch Upgrades Issuer Default Rating to 'B+'
CAPITOL BANCORP: Copy of Joint Liquidating Plan
CAPSTONE INFRASTRUCTURE: S&P & Affirms 'BB+' Corp. Credit Rating
CARESTREAM HEALTH: Moody's Lowers CFR to 'B2'; Outlook Stable

CARESTREAM HEALTH: S&P Assigns 'B+' Rating to $2BB First-Lien Debt
CEREPLAST INC: Incurs $18 Million Net Loss in First Quarter
CHART INDUSTRIES: Moody's Lifts CFR to 'Ba2' After AirSep Purchase
CHINA GREEN: Incurs $177,000 Net Loss in First Quarter
CHINA TELETECH: Posts $61,800 Net Income in First Quarter

COMMUNITY TOWERS: Dorsey & Whitney Approved as Substitute Counsel
COMPLETE HYDRAULIC: Case Summary & 20 Largest Unsecured Creditors
COMPREHENSIVE CARE: Files Form 10-Q, Had $1.4MM Net Loss in Q1
COMPUCREDIT HOLDINGS: Court Confirms Investors Rights to Discuss
CONQUEST SANTA FE: June 4 Hearing to Approve Plan Outline

COOPER-BOOTH: PNC Seeks to Protect Funds From Seizure
CORD BLOOD: Unveils New Service Offering
CORT JONES: 7th Cir. Rules in Favor of Peoples Bank in Lawsuit
COSTA BONITA: Court Denies Asociacion's Case Dismissal Bid
CTI FOODS: Moody's Assigns 'B2' CFR After LBO; Outlook Stable

CTI FOODS: S&P Assigns 'B' Rating to $345MM 1st-Lien Loan Due 2020
CUNNINGHAM LINDSEY: Moody's Retains Ratings After Incremental Loan
D.J. CHRISTIE: $1.8MM Settlement With Meyer, Pratt Approved
DATAJACK INC: Incurs $249,000 Net Loss in First Quarter
DIALOGIC INC: Has Waivers From Lenders Over Form 10-Q Late Filing

DOGWOOD PROPERTIES: Graham Cox Approved Associated Counsel
DOGWOOD PROPERTIES: Hires Ronny J. Brower as Accountant
DOGWOOD PROPERTIES: Hires Russell W. Savory as Ch. 11 Counsel
DOLE FOOD: Fitch Affirms, Withdraws 'B+' Issuer Default Ratings
DOTSON 10S: Ala. Supreme Ct. Issues Writ of Mandamus for Eagertons

DYNASIL CORP: In Violation of Covenants, In Talks with Lenders
EAST COAST BROKERS: Murray Wise Approved as Financial Advisor
EAST END: Court Denies 50% Owner's Motion to Dismiss Case
EAU TECHNOLOGIES: Incurs $282,800 Net Loss in First Quarter
ECO BUILDING: Incurs $1.2 Million Net Loss in March 31 Quarter

ECOSPHERE TECHNOLOGIES: Incurs $2.5MM Net Loss in First Quarter
EGPI FIRECREEK: Incurs $6.1 Million Net Loss in 2012
ELBIT IMAGING: Bank Leumi Plans to Terminate Credit Lines
ELITE PHARMACEUTICALS: COO and President Resigns
ENERGY SERVICES: Gets $8.5-Mil. From Sale of ST Pipeline Assets

ENOVA SYSTEMS: Incurs $406,000 Net Loss in First Quarter
EPICEPT CORP: Incurs $1.1 Million Net Loss in First Quarter
EPR PROPERTIES: Fitch Affirms BB Rating on $346MM Preferred Stock
ERF WIRELESS: Incurs $1.6 Million Net Loss in First Quarter
EXPERA SPECIALTY: S&P Assigns 'B' CCR & Rates $178MM Loan 'B+'

FEC HOLDINGS: RICO Claims v. West Texas Nat'l. Bank Dismissed
FERRAIOLO CONSTRUCTION: U.S. Trustee Appoints Creditors Committee
FIRST CONNECTICUT: Scarpone & Vargo Approved as Special Counsel
FIRST FINANCIAL: U.S. Treasury Sells Fixed Rate Preferred Stock
FLORIDA GAMING: Incurs $1.1 Million Net Loss in First Quarter

FLUX POWER: Craig Miller Quits for Personal Reasons
FNB UNITED: Gets Regulatory OK for Merger with Bank of Granite
FOREVERGREEN WORLDWIDE: Incurs $211,000 Net Loss in First Quarter
FRIENDSHIP DAIRIES: Cash Collateral Access Until July 31 OK'd
FTLL ROBOVAULT: Gets Final Order to Use FARG's Cash Collateral

FTLL ROBOVAULT: Chapter 11 Trustee Wants Case Converted to Ch. 7
FUSION BRANDS: Reaches Settlement, Involuntary Dismissed
GELT PROPERTIES: Hearing on Further Access to Cash on June 26
GLOBAL ARENA: Incurs $941,000 Net Loss in First Quarter
GLOBALSTAR INC: Copy of Conference Call Presentation Materials

GLOBALSTAR INC: Closes 5.75% Convertible Senior Notes Exchange
GMX RESOURCES: Copy of $338 Million Asset Purchase Agreement
GORDON PROPERTIES: Counsel Cannot Represent Owners in Sobel Suit
GUIDED THERAPEUTICS: Shabbir Bambot Quits as VP R&D
HAMPTON ROADS: Names Gateway Bank VP of Business Development

HORIYOSHI WORLDWIDE: Incurs $436,700 Net Loss in First Quarter
HUSTAD INVESTMENTS: June 5 Hearing on Trek Development Hiring
ID PERFUMES: Incurs $2.3 Million Net Loss in First Quarter
IMAGEWARE SYSTEMS: Amends 26.8 Million Shares Resale Prospectus
INFINITY ENERGY: Incurs $1.4 Million Net Loss in First Quarter

INGLES MARKETS: New $700MM Sr. Notes Issue Gets Moody's B1 Rating
INGLES MARKETS: S&P Assigns 'BB-' Rating to New $700 Notes
INSPIREMD INC: Results From the MGuardTM EPS Trial at EuroPCR
INTEGRATED FREIGHT: DKM Replaces Peter Messineo as Accountant
INTERLEUKIN GENETICS: Has $12 Million Private Placement

INTERNATIONAL TEXTILE: Pamela Wilson Resigns From Board
IZEA INC: Edward Murphy Appointed Principal Financial Officer
J.C. PENNEY: Stockholders Elect 11 Directors to Board
JAYHAWK ENERGY: Incurs $811,000 Net Loss in March 31 Quarter
JMR DEVELOPMENT: Plan Exclusivity Expires June 4

JRG PROPERTIES: Court Won't Annul Stay; Foreclosure Sale in Peril
K-V PHARMACEUTICAL: Investor Group Raises Offer to $275 Mill.
KIWIBOX.COM INC: Incurs $1.1 Million Net Loss in First Quarter
LEHMAN BROTHERS: $1.5-Bil. Dispute Goes Before Appeals Panel
LEO MOTORS: Incurs $181,000 Net Loss in First Quarter

LIBERACE FOUNDATION: Brownstein Hyatt as Special Counsel
LIFECARE HOLDINGS: Settlement for Unsecured Creditors Approved
LONE PINE: S&P Lowers Corporate Credit Rating to 'CCC+'
LYFE COMMUNICATIONS: Incurs $725,000 Net Loss in First Quarter
LUCID INC: Had $1 Million Net Loss in First Quarter

MAIN STREET: Daily Voice Auction Set for June 20
MAKENA GREAT: GAC Storage Copley's Bankruptcy Case Dismissed
MIDTOWN SCOUTS: Creditors' Meeting Reset to June 20
MINT LEASING: Incurs $536,000 Net Loss in First Quarter
MEMC ELECTRONIC: S&P Affirms 'B+' CCR; Outlook Negative

MMRGLOBAL INC: Expands Health IT Patent Licensing Efforts Abroad
MOLDING INTERNATIONAL: Meeting of Creditors Set for June 17
MOORE FREIGHT: Boring & Goins Approved as Accountants
MOORE FREIGHT: Waddey & Patterson Approved as I.P. Counsel
MOSS FAMILY: Faegre Out of Michigan Negotiations

MOTORS LIQUIDATION: $1.4BB Net Assets in Liquidation at March 31
MPG OFFICE: Enters Into Agreement to Sell Plaza Las Fuentes
MSR HOTELS: Files Schedules of Assets & Liabilities
N-VIRO INTERNATIONAL: Incurs $625,800 Net Loss in 1st Quarter
NAMCO LLC: Files Schedules of Assets & Liabilities

NATIONSTAR MORTGAGE: $300MM Notes Issuance Gets Moody's B2 Rating
NATIONSTAR MORTGAGE: S&P Assigns 'B+' Rating to $300MM Sr. Notes
NXT ENERGY: Incurs C$35,600 Net Loss in 1st Quarter
ODYSSEY PICTURES: Incurs $128,000 Net Loss in First Quarter
OLD SECOND: Copy of Presentation Made at Annual Meeting

PACIFIC THOMAS: Authorized to Use Cash Collateral in May
PARADISE VALLEY: Hall & Hal Partners OK'd to Market Real Property
PATRIOT COAL: Court Rejects UMWA's Claims That Woes Are Temporary
PEGASUS AVIATION: Aircraft Sale No Impact on Moody's 'Ca' Rating
PENSACOLA BEACH: Has Interim Approval to Use Cash Collateral

PHOENIX DEVELOPMENT: To Employ Harris & Liken as Counsel
PITT PENN: Norman L. Pernick Appointed as Chapter 11 Trustee
PITT PENN: Stroz Friedberg Approved as E-Discovery Consultant
PLANDAI BIOTECHNOLOGY: Incurs $1 Million Net Loss in 1st Quarter
PLC SYSTEMS: Sales Up $328,000 for First Quarter

PORTER BANCORP: Shareholders Elect Eight Directors
POSITIVEID CORP: Incurs $1.9 Million Net Loss in First Quarter
PREMIER PAVING: Recht Kornfeld OK'd as Special Litigation Counsel
PRESSURE BIOSCIENCES: Incurs $370,000 Net Loss in First Quarter
PROMMIS HOLDING: Three Entities Named to Creditors Committee

PROVINCE GRANDE: "Bolton" Suit Remanded to NC Business Court
PULSE ELECTRONICS: To Effect 1-for-10 Reverse Stock Split
QUICK-MED TECHNOLOGIES: Posts $84,600 Net Income in March 31 Qtr.
RACKWISE INC: Incurs $1.9 Million Net Loss in First Quarter
RADIOSHACK CORP: Shareholders Elect Nine Directors

REGAL ENTERTAINMENT: Moody's Rates Senior Unsecured Notes 'B3'
REGAL ENTERTAINMENT: S&P Assigns 'B-' Rating to $250MM Sr. Notes
RENEGADE HOLDINGS: 2nd Amended Plan Rejected
RESIDENTIAL CAPITAL: Tikhonov's Contempt Motion Denied
RESIDENTIAL CAPITAL: White & Case Represents Jr. Noteholders

RIDGE MOUNTAIN: Chapter 11 Reorganization Case Dismissed
ROCKWELL MEDICAL: Closes $40.3MM Public Offering of Common Stock
SERVICE CORPORATION: Moody's Reviews Ba2 Rating for Downgrade
SIAG AERISYN: Can Sell Assets to Hilco Industrial for $3.5 Million
SIAG AERISYN: Henderson Hutcherson Approved as Accountants

SIMON WORLDWIDE: Incurs $523,000 Net Loss in First Quarter
SIONIX CORP: Incurs $5.8 Million Net Loss in First Quarter
SLM CORP: Fitch Downgrades Issuer Default Ratings to 'BB+/B'
SLM CORP: Restructuring Plan Triggers Moody's Downgrade Review
SMITHFIELD FOODS: S&P Puts 'BB' CCR on CreditWatch Negative

SORENSON COMMUNICATIONS: S&P Assigns 'B-' CCR; Outlook Stable
SOUND SHORE MEDICAL: Case Summary & 30 Largest Unsecured Creditors
SPANISH BROADCASTING: Copy of Letter From Former Accountant
SPECTRASCIENCE INC: Incurs $2.6 Million Net Loss in 1st Quarter
SPRINGLEAF FINANCE: Plans to Offer $250 Million of Senior Notes

SPRINGLEAF FINANCE: Prices Offering of $300 Million Senior Notes
SPRINT NEXTEL: "Merger Consideration" Hiked to $3.40
SPRINT NEXTEL: Held 52.5% Class A Shares of Clearwire at May 20
STRATUS MEDIA: Amends First Quarter Form 10-Q
SUNVALLEY SOLAR: Incurs $389,000 Net Loss in First Quarter

SYNAGRO TECHNOLOGIES: Has Final $30 Million Loan Approved
T SORRENTO: Henry S. Miller Approved as Broker for Properties
T SORRENTO: Taps Dohmeyer to Testify on Valuation, Interest Rates
T SORRENTO: Taps Deverick & Associates to Appraise Real Property
TACONY ACADEMY: S&P Assigns 'BB+' Rating to 2013A Revenue Bonds

TARGETED MEDICAL: Kerry Weems Quits as Director
TELECOMMUNICATIONS MANAGEMENT: S&P Retains 'B+' Corp Credit Rating
TELESTONE TECHNOLOGIES: Receives NASDAQ Delisting Notice
TEMECULA MINING: U.S. Trustee Wants Chapter 11 Case Dismissed
TEXASBANC CAPITAL: Fitch Affirms 'BB-' Preferred Stock Rating

TITAN ENERGY: Incurs $279,500 Net Loss in First Quarter
TRAFFIC CONTROL: Trustee Wants to Epiq Bankruptcy Released
TRINITY INDUSTRIES: S&P Raises Corp Credit Rating From 'BB+'
UNI-PIXEL INC: Gets $5MM Milestone Payment for UniBoss License
UNITEK GLOBAL: Red Oak Partners Held 5% Equity Stake at May 16

UNIVALA CORP: Incurs $428,000 Net Loss in First Quarter
UNIVERSAL BIOENERGY: Incurs $749,000 Net Loss in 1st Quarter
UNIVERSAL SOLAR: Incurs $821,000 Net Loss in First Quarter
VELATEL GLOBAL: Incurs $45.6 Million Net Loss in 2012
VERTICAL COMPUTER: Incurs $297,000 Net Loss in First Quarter

VICTORY ENERGY: Requires Add'l Time to File Q1 Form 10-Q
VIGGLE INC: Presented at Stifel Nicolaus 2013 Conference
VILLAGE SQUARE: Wants Involuntary Chapter 11 Case Dismissed
VISCOUNT SYSTEMS: Issues 520,000 Shares to Empire Relations
VUZIX CORP: Amends First Quarter Form 10-Q

WAGNER SQUARE: Ch. 11 Trustee Asks for Order Closing Case
WATERSTONE AT PANAMA: Files Schedules of Assets & Liabilities
WENNER MEDIA: S&P Revises Outlook to Stable & Affirms 'B' CCR
XTREME IRON: Caterpillar Withdraws Motion to Revoke Cash Use
YOSHIS SAN FRANCISCO: June 19 Hearing on Case Dismissal

YRC WORLDWIDE: Jeffrey Altman Held 5% Equity Stake at May 17
ZALE CORP: Posts $5 Million Net Earnings in Third Quarter

* Fitch Says U.S. Recovery Expected to Continue at a Slow Pace
* Fitch: Bank Depositor Preference Still Key Subordination Risk
* Moody's Raises Forecast on US Retail Income Growth to 4%-5%

* Solar Industry Set to Rebound After Two Years of Turmoil
* U.S. Foreclosure Sales Down 22% in Q1, RealtyTrac Reports
* Foreclosure Inventory Down 24% in April, CoreLogic Report Shows

* Katherine Constantine Appointed Minnesota Bankruptcy Judge

* BOOK REVIEW: The Oil Business in Latin America: The Early Years

                            *********

11850 DEL PUEBLO: Court Denies Employment of Levi Reuben Uku
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
denied 11850 Del Pueblo LLC's motion for authorization to employ
Levi Reuben Uku as general bankruptcy counsel.

The U.S. Trustee has objected to the hiring.

When it filed for bankruptcy, the Debtor listed Chukwudum N.
Emenike, Esq. -- chuckeme@yahoo.com -- and the Law Offices of Levi
Reuben Uku as its counsel.

As reported by the Troubled Company Reporter on Dec. 13, 2012, the
Debtor proposed to hire Levi Reuben Uku to help the Debtor prepare
and attain confirmation of a plan of reorganization.  The firm was
also to assist the Debtor to negotiate a sale or recapitalization
of its assets.

Levi Reuben said it is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

The firm's proposed hourly rates are:

   Professional                  Rate
   ------------                  ----
   Partner                       $400
   Associate                     $325
   Paralegal                     $225

                      About 11850 Del Pueblo

11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-42819) in Los Angeles on Sept. 27, 2012.
The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B),
owns property on 11850 Valley Boulevard, in El Monte, California.
The property, according to the schedules filed together with the
petition, is worth $9 million and secures a $17.5 million claim.
The Law Offices of Levi Reuben Uku serves as counsel to the
Debtor.

The Court dismissed the bankruptcy case on Oct. 12, 2012, due to
the Debtor's failure to timely file certain necessary documents.

The Debtor filed a second petition (Bankr. C.D. Cal. 12-44726)
on Oct. 15.

Bankruptcy Judge Robert N. Kwan presides over the case.

U.S. Bank National Association, as trustee, successor-in-interest
to Bank of America, N.A., as Trustee, as successor by merger to
LaSalle Bank National Association, as Trustee, for the Registered
Holders of Deutsche Mortgage & Asset Receiving Corporation
Mortgage Pass-Through Certificates, Series CD2006-CD3, is
represented by Alan M. Feld, Esq., M. Reed Mercado, Esq., and Adam
McNeile, Esq., at Sheppard, Mullin, Richter & Hampton LLP.


11850 DEL PUEBLO: Hiring Chukwudum Emenike as Counsel
-----------------------------------------------------
11850 Del Pueblo LLC filed papers in Court seeking permission to
employ Chukwudum N. Emenike, Esq., Attorney at Law as counsel.
The hourly rates of the firm's personnel are:

         Partner, Primary Lead Counsel        $400
         Associate Attorney                   $325
         Law Clerks/Paralegal                 $225

Prepetition, the firm received $25,000 from the Debtor.

When it filed for bankruptcy, the Debtor listed Chukwudum N.
Emenike, Esq., and the Law Offices of Levi Reuben Uku as its
counsel.  On May 16, the Court entered an order denying the
employment of Levi Reuben.

The Debtor filed the request to hire Chukwudum on May 2.

                      About 11850 Del Pueblo

11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-42819) in Los Angeles on Sept. 27, 2012.
The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B),
owns property on 11850 Valley Boulevard, in El Monte, California.
The property, according to the schedules filed together with the
petition, is worth $9 million and secures a $17.5 million claim.
The Law Offices of Levi Reuben Uku serves as counsel to the
Debtor.

The Court dismissed the bankruptcy case on Oct. 12, 2012, due to
the Debtor's failure to timely file certain necessary documents.

The Debtor filed a second petition (Bankr. C.D. Cal. 12-44726)
on Oct. 15, 2012.

Bankruptcy Judge Robert N. Kwan presides over the case.

U.S. Bank National Association, as trustee, successor-in-interest
to Bank of America, N.A., as Trustee, as successor by merger to
LaSalle Bank National Association, as Trustee, for the Registered
Holders of Deutsche Mortgage & Asset Receiving Corporation
Mortgage Pass-Through Certificates, Series CD2006-CD3, is
represented by Alan M. Feld, Esq., M. Reed Mercado, Esq., and Adam
McNeile, Esq., at Sheppard, Mullin, Richter & Hampton LLP.


3PEA INTERNATIONAL: Had $2.1 Million Revenues in First Quarter
--------------------------------------------------------------
3Pea International, Inc., reported net income attributable to the
Company of $226,405 on $2.11 million of revenues for the three
months ended March 31, 2013, as compared with net income
attributable to the Company of $76,390 on $1.48 million of
revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed
$6.68 million in total assets, $6.96 million in total liabilities
and a $277,406 total stockholders' deficit.

"We are pleased with our first quarter performance as revenues,
operating margins, and net income improved as compared to the
first quarter of 2012," commented Arthur De Joya, chief financial
officer, 3Pea International.  "We look forward to the remainder of
2013 as we continue to diversify our product line and introduce
new value added services to our product mix."

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

                        http://is.gd/r6KmYR

                     About 3Pea International

Henderson, Nev.-based 3Pea International, Inc., is a transaction-
based solutions provider.  3PEA through its wholly owned
subsidiary 3PEA Technologies, Inc., focuses on delivering reliable
and secure payment solutions to help healthcare companies,
pharmaceutical companies and payers businesses succeed in an
increasingly complex marketplace.

After auditing the financial statements for year ended Dec. 31,
2011, Sarna & Company, in Thousand Oaks, California, noted that
the Company has suffered recurring losses from operations, which
raise substantial doubt about its ability to continue as a going
concern.

3Pea International reported net income attributable to the
Company of $1.81 million on $6.70 million of revenue for the year
ended Dec. 31, 2012, as compared with net income attributable to
the Company of $215,291 on $3.30 million of revenue for the year
ended Dec. 31, 2011.


501 GRANT: Plan Outline Hearing Continued Until June 26
-------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation continuing until June 26, 2013, at 2 p.m.,
the hearing to consider adequacy of the First Amended Disclosure
Statement explaining 501 Grant Street Partners LLC's Plan of
Reorganization dated March 15, 2013.

As reported by the Troubled Company Reporter on April 8, 2013, the
Debtor's Plan provides that 100% of the equity in the Debtor will
be sold to a special purpose entity to be formed by Clarity Realty
Partners LLC, a third-party investor.  The Investor has agreed to
invest $18.23 million to be used to fund certain payments under
the Plan, as well as a significant amount of capital expenditures
and tenant improvements to significantly increase the value of the
Property and the amount of rental revenue to be generated by the
Property in the short term.  Upon the confirmation of the Plan,
the Debtor's membership interests will be transferred to the
Investor.

Upon funding of the Plan, the Debtor's secured obligation to SA
Challenger, Inc., which is disputed, will be reduced to the
current value of the Property, restructured and repaid over time
at market terms.  The Debtor's unsecured creditors, including SA
Challenger's deficiency claim, will receive each creditor's pro
rata share of $3,150,000 payable in 13 quarterly payments after
the Effective Date of the Plan.

If SA Challenger makes an election to treat its entire claim as
secured pursuant to Section 1111(b) of the Bankruptcy Code, the
repayment term of the restructured note will be extended until
such time as the claim amount (estimated to be approx.
$45 million) is paid.  The funds allocated to unsecured creditors
will then be paid until claims are paid in full and the remainder
will be available for the reorganized Debtor for reserves and
other needs of operation.

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

           http://bankrupt.com/misc/501grant.doc146.pdf

                        About 501 Grant

An involuntary Chapter 11 bankruptcy petition was filed against
501 Grant Street Partners LLC, based in Woodland Hills, California
(Bankr. C.D. Cal. Case No. 12-20066) on Nov. 14, 2012.

501 Grant Street Partners owns the Union Trust Building in
downtown Pittsburgh, Pennsylvania.  It sought Chapter 11
protection (Bankr. W.D. Pa. Case No. 12-23890) on Aug. 3, 2012, to
avert a sheriff sale of the building.  The August petition
estimated under $50,000 in both assets and debts.  In November
2012, U.S. Bankruptcy Judge Judith K. Fitzgerald dismissed 501
Grant Street Partners' Chapter 11 petition, paving for the sheriff
sale of the Union Trust Building on Jan. 7, 2013.

SA Challenger Inc., which acquired interest in the building's
mortgage by U.S. Bank, has sought to foreclose on the Debtor's
property.  SA Challenger is seeking to collect $41.4 million.
Earlier in November, at the lender's request, Judge Ward appointed
the real estate firm CBRE to serve as receiver for the building,
overseeing its operation and management until the sheriff sale
takes place.

The bankruptcy judge approved an involuntary Chapter 11 petition
for 501 Grant, entering an order for relief on Dec. 13, 2012.  The
petitioning creditors are Allied Barton Security Services LLC,
owed $960 for security services; Cost Company LP, $5,900 owed for
masonry work; and MSA Systems Integration Inc., owed $2,401 for
unpaid invoice.  Malhar S. Pagay, Esq., at Pachulski Stang Ziehl &
Jones LLP, represents the petitioning creditors.

Attorneys at Levene, Neale, Bender, Yoo & Brill LLP, in Los
Angeles, Calif., represent the Debtor in the involuntary Chapter
11 proceeding.


710 LONG RIDGE: Nursing Homes' Schedules of Assets and Debts
------------------------------------------------------------
710 Long Ridge Road Operating Company II LLC and its affiliates
filed with the U.S. Bankruptcy Court for the District of New
Jersey their schedules of assets and liabilities.

245 Orange Avenue Operating Company II, LLC, disclosed the largest
assets in its schedules:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $1,942,415
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,247,880
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $8
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $383,885
                                 -----------      -----------
        TOTAL                     $1,942,415       $6,631,773

Other debtors disclosed:

   Company                                 Assets   Liabilities
   -------                                 ------   -----------
1 Burr Road Operating Company II, LLC  $2,095,320      $251,812
710 Long Ridge Road Operating
  Company II, LLC                      $2,299,750      $356,550
107 Osborne Street Operating II, LLC   $1,924,486   $19,260,136
240 Church Street Operating
  Company II, LLC                      $1,468,757    $8,341,426


A copy of the schedules of 245 Orange's schedules available for
free at:

        http://bankrupt.com/misc/710_LONG_245orange_sal.pdf

                       About 710 Long Ridge

710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut.  The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.

710 Long Ridge and its affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013 to
modify their collective bargaining agreements with the New England
Health Care Employees Union, District 1199, SEIU.

The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as counsel to the Debtors.  Logan & Company, Inc.
is the claims and notice agent.  Alvarez & Marsal Healthcare
Industry Group, LLC, is the financial advisor.

Porzio, Bromberg & Newman, P.C., represents the Official Committee
of Unsecured Creditors.  The Committee tapped to retain
EisnerAmper LLP as accountant.


ACTIVECARE INC: Effects 10-for-1 Reverse Stock Split
----------------------------------------------------
ActiveCare, Inc., announced a reverse stock split of its shares of
common stock at a ratio of 10-for-1 for stockholders of record
May 16, 2013.  The stock split was effective May 16, 2013, and the
shares will trade on a post-split basis on the OTC Bulletin Board
under the temporary symbol "ACARD" with a "D" added for 20 trading
days to signify that the reverse stock split has occurred.  The
reverse stock split, which was unanimously approved by the
Company's board of directors, was approved by the stockholders of
the Company at its Annual Meeting held March 25, 2013.

As a consequence of the reverse split, every 10 shares of the
Company's outstanding common stock will be combined into one
share.  Immediately prior to the reverse split, the Company had
issued and outstanding 46,857,271 shares of common stock. After
giving effect to the reverse stock split, the number of shares of
ActiveCare, Inc., common stock issued and outstanding will be
reduced to approximately 4,685,728

The reverse stock split was executed as part of the Company's
program to improve its capital markets appeal to investors and
pursue its objective to list its shares for trading on a national
exchange.  The Company believes that the timing for the reverse
split is supported by anticipated sales growth through the
Company's existing customer base and new customer contracts.  The
Company recently entered into new contracts and anticipates that
as a result the Company should have more than 40,000 members by
the end of calendar 2013.

In connection with the reverse stock split, the Company was
required to obtain a new CUSIP number to identify the post-split
shares of its common stock.  ActiveCare's transfer agent, American
Stock Transfer & Trust Company, LLC, will send a letter of
transmittal relating to the reverse stock split to stockholders of
record of ActiveCare common stock as of the date of the reverse
stock split.  The letter will include instructions for obtaining a
new stock certificate evidencing the post-split shares issued to
the stockholder.  American Stock Transfer & Trust Company can be
reached at (800) 937-5449 or info@amstock.com.

                         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.  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.

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.


AHERN RENTALS: Moody's Gives 'B3' CFR & Rates $415MM Notes 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
Ahern Rentals, Inc. and a Caa1 rating to the company's proposed
$415 million second priority senior secured notes due 2018. The
ratings outlook is stable.

Proceeds from the proposed notes issuance together with a proposed
$325 million asset-based revolving credit facility (unrated) will
serve as exit financing used to fund Ahern's planned emergence
from Chapter 11 bankruptcy.

Specifically, proceeds from the proposed debts will primarily be
used to repay Ahern's existing debtor-in-possession ("DIP")
revolving credit facility as well as existing first lien term loan
and second lien priority notes, pay cash consideration to general
unsecured credits and pay certain fees and expenses. The proposed
$415 million notes are anticipated to be issued by Ahern Rentals,
Inc. and guaranteed by domestic subsidiaries on a second lien
senior secured basis.

The following ratings/assessments have been assigned subject to
review of final documentation:

Corporate family rating, assigned B3

Probability of default rating, assigned B3-PD

Proposed $415 million second priority senior secured notes due
2018, assigned Caa1 (LGD-5, 72%)

The ratings anticipate the company's successful emergence from
Chapter 11 with terms substantially similar to the existing plan
of reorganization.

Ratings Rationale:

Ahern's B3 CFR reflects the company's high leverage, small scale
relative to other rated peers, management succession risk and
exposure to the highly cyclical equipment rental industry. The
ratings incorporate the expectation that credit metrics will
remain in line with the B3 rating category over the intermediate
term. Although metrics have been improving, there continues to be
uncertainty regarding the degree of expected U.S. economic growth.
Credit metric improvement is expected to emanate primarily from
EBITDA generation rather than debt reduction. The ratings also
positively consider the company's adequate liquidity profile
characterized by availability that would be provided under its
proposed ABL facility. Although the company will likely continue
to rely on its ABL facility to support business growth,
commensurate EBITDA growth should keep metrics sustained at the B3
rating level.

Ahern remains the largest independently-owned equipment rental
company in the U.S. Since the company filed for Chapter 11 in
December 2011, the company has been able to make meaningful
improvements reflected in an improvement in the company's
operating results. In addition to favorable equipment rental
industry dynamics, Ahern has taken actions to improve its
profitability and competitive position. The company has expanded
its geographic footprint within the U.S. by expanding beyond its
historically core Nevada, California and Southwestern regions of
the U.S. These core areas were among the most severely affected
regions during the last economic downturn. The company has
increased its geographic footprint by opening more locations in
the Gulf Coast area, the eastern region of the U.S. and North
Dakota. This should contribute to providing a more geographically
diverse revenue base. Furthermore, the company has streamlined
costs and brought capital expenditures to levels better in line
with expected demand. These factors coupled with Ahern's post
emergence adequate liquidity profile should enable the company to
better navigate the highly cyclical nature of the equipment rental
market.

The Caa1 rating on the proposed $415 million notes due 2018
reflects its second priority position on accounts receivable,
inventory and machinery and equipment behind the $325 million exit
ABL facility due 2018. The rating garners support from
subordinated obligations, particularly non-debt liabilities
including operating lease obligations.

The stable outlook is supported by Ahern Rentals' adequate
liquidity profile and Moody's view that positive U.S. equipment
rental industry fundamentals should continue for some time and be
supportive of its B3 credit profile over the intermediate term.

Factors that could lead to stronger ratings include demonstrating
an ability to continue growing sales while maintaining current
margins, greater cash flow generation, lowering debt/EBITDA to
below 4.5 times and demonstrating EBITDA/interest coverage at or
above 2.5 times on a sustained basis.

Developments that could establish negative pressure on the ratings
include significant declines in revenues and margins, a
deterioration in the company's liquidity profile, or an elevation
of its debt/EBITDA towards 6.0 times and EBITDA/interest falling
below the 1.0 times level on a sustained basis.

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

Ahern Rentals, Inc., headquartered in Las Vegas, NV, is an
equipment rental company with a network of 75 branches in the
United States. The company specializes in high reach equipment.
For the twelve months ended March 31, 2013 Ahern reported revenues
of $390 million.


ALCOA INC: Moody's Gives Ba1 CFR & Cuts Unsec. Debt Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt
ratings of Alcoa Inc. to Ba1 from Baa3 and assigned a Ba1
Corporate Family Rating and a Ba1-PD Probability of Default
Rating. Moody's confirmed the Ba2 preferred stock rating. At the
same time, Moody's withdrew the company's Prime-3 commercial paper
rating and assigned a Speculative Grade Liquidity Rating of SGL-1.
This concludes the review for downgrade initiated on December 18,
2012. The rating outlook is stable.

Downgrades:

Issuer: Alcoa Inc.

Multiple Seniority Shelf Feb 17, 2014, Downgraded to (P)Ba1 LGD4,
54% from (P)Baa3

Senior Unsecured Conv./Exch. Bond/Debenture Mar 15, 2014,
Downgraded to Ba1 LGD4, 54% from Baa3

Senior Unsecured Medium-Term Note Program, Downgraded to (P)Ba1
LGD4, 54% from (P)Baa3

Senior Unsecured Regular Bond/Debenture Jan 15, 2028, Downgraded
to Ba1 LGD4, 54% from Baa3

Senior Unsecured Regular Bond/Debenture Jun 15, 2018, Downgraded
to Ba1 LGD4, 54% from Baa3

Senior Unsecured Regular Bond/Debenture Feb 1, 2027, Downgraded
to Ba1 LGD4, 54% from Baa3

Senior Unsecured Regular Bond/Debenture Feb 23, 2019, Downgraded
to Ba1 LGD4, 54% from Baa3

Senior Unsecured Regular Bond/Debenture Feb 23, 2022, Downgraded
to Ba1 LGD4, 54% from Baa3

Senior Unsecured Regular Bond/Debenture Feb 1, 2017, Downgraded
to Ba1 LGD4, 54% from Baa3

Senior Unsecured Regular Bond/Debenture Feb 1, 2037, Downgraded
to Ba1 LGD4, 54% from Baa3

Senior Unsecured Regular Bond/Debenture Jul 15, 2013, Downgraded
to Ba1 LGD4, 54% from Baa3

Senior Unsecured Regular Bond/Debenture Jul 15, 2018, Downgraded
to Ba1 LGD4, 54% from Baa3

Senior Unsecured Regular Bond/Debenture Aug 15, 2020, Downgraded
to Ba1 LGD4, 54% from Baa3

Senior Unsecured Regular Bond/Debenture Apr 15, 2021, Downgraded
to Ba1 LGD4, 54% from Baa3

Issuer: Chelan County Development Corporation, WA

Senior Unsecured Revenue Bonds Dec 1, 2031, Downgraded to Ba1
LGD4, 54% from Baa3

Issuer: Iowa Finance Authority

Senior Unsecured Revenue Bonds Aug 1, 2042, Downgraded to Ba1
LGD4, 54% from Baa3

Assignments:

Issuer: Alcoa Inc.

Corporate Family Rating, Assigned Ba1

Probability of Default Rating, Assigned Ba1-PD

Speculative Grade Liquidity Rating, Assigned SGL-1

Outlook Actions:

Issuer: Alcoa Inc.

Outlook, Changed To Stable from Rating under Review

Confirmations:

Issuer: Alcoa Inc.

Pref. Stock Preferred Stock, Confirmed at Ba2, LGD6, 97%

Withdrawals:

Issuer: Alcoa Inc.

Commercial Paper, Withdrawn , previously rated P-3

Senior Unsecured Commercial Paper, Withdrawn , previously rated
P-3

The downgrade to a Ba1 Corporate Family Rating reflects Moody's
expectations that, despite Alcoa's success in reducing costs and
improving productivity, continued headwinds pressuring
fundamentals in the aluminum industry and aluminum prices , and
most specifically the level of performance improvement that can be
achieved in the primary segment, will continue to push out the
time frame in which debt protection metrics appropriate for an
investment grade rating can be achieved. Moody's believes this is
likely to continue through 2013 and 2014. Key debt protection
metrics such as Ebit/interest and debt/EBITDA at 1.2x and 5.3x
respectively for the twelve months through March 31, 2013 remain
weak for an investment grade rating as does the (operating cash
flow less dividends)/debt ratio of 13.7%. While the company's
efforts to improve performance in its alumina and aluminum
business are evidencing a degree of success, the full improvement
to targeted levels in terms of moving down the cost curve is
expected to be achieved by 2015. In addition, although aluminum
demand has evidenced year-on-year improvement of approximately 7%
to 7.5 % from 2010 through 2012, the aluminum price has been in a
downward decline since reaching post-recession highs in 2011.
Currently LME aluminum prices are ranging in the low $0.80/lb and
there appears little catalyst for upward movement.

Chinese growth is slowing as evidenced by its first quarter 2013
GDP growth of 7.7% and more recent flash reports of further
slowing while the PMI index in the US is evidencing a weakening
trend and much of Europe remains in recession. While pockets of
strength are evidenced, most notably in the automotive and
aerospace industries, these are not viewed sufficient for a broad
based global recovery in the aluminum industry and significant
profitability recovery. Although Alcoa's mid-stream business
(Global Rolled Products) is expected to show improvement and its
downstream Engineered Products and Solutions (EPS) business is
well positioned, these segments are currently not able to offset
the slow profit improvement in the primary business at current
debt levels. At adjusted debt levels of approximately $13.3
billion, pro-forma for the repayment of the July 2013 debt
maturity, EBITDA needs to reach a run rate of approximately $3.8
billion in order to achieve more reasonable metrics. Conversely,
at a $3 billion EBITDA level, debt would need to reduce by
approximately $2.8 billion.

While the company is evidencing success in slightly improving
performance at lower price points, given industry dynamics Moody's
believes the achievement of metrics appropriate for an investment
grade rating remains beyond the rating horizon. Moody's expects
leverage, as measured by the debt/EBITDA to remain elevated in
2013 and 2014 and EBIT/interest to remain below 2x during this
same time period although evidencing a gradual but improving
trend.

Ratings Rationale:

Alcoa's rating considers its position as one of the largest
integrated aluminum producers globally, holding a commanding
position in the alumina industry, a leading position as a provider
of primary aluminum, and important positions in a wide variety of
markets served by its midstream (Global Rolled Products - GRP) and
downstream (EPS) segments. Factored into the rating is the focus
the company continues to maintain on cost reduction and cost
control, as well as working capital management and productivity,
particularly in the smelting system. The rating also reflects
current challenges in both the alumina and aluminum markets where
prices continue to trend below 2012 levels and global overcapacity
remains. While various companies in the industry have announced
smelter capacity curtailment or are reviewing smelter
curtailments, including Alcoa, there remains a significant amount
of lower cost capacity targeted to come on stream for a net
increase in capacity over the next several years. In addition,
inventory levels on the LME remain high and Moody's expects that,
at some point, this metal will find its way to the market. These
factors are incorporated in the rating.

Although Moody's expects cost creep in various input costs such as
energy and caustic soda, a significant portion of savings achieved
in recent years, particularly in the smelting system, is believed
sustainable, better positioning the company for improvement in
earnings and cash flow generation over the medium term. However,
recovery in the aluminum industry remains slow and uneven,
including in the U.S., which typically accounts for at least 50%
of Alcoa's revenues. Improved volumes and prices are necessary for
sustainable strengthening in performance and stronger metrics.

The company's excellent liquidity and manageable near-term debt
maturities are also important considerations in the rating.

The senior unsecured ratings are at the corporate family rating
reflecting the absence of secured debt in the capital structure.
If this were to change the unsecured ratings could be adversely
impacted.

The stable outlook reflects Moody's expectation for relatively
weak aluminum prices over the next twelve to eighteen months and
gradual performance in Alcoa's debt protection metrics. The
outlook also captures the company's focus on driving down costs,
managing working capital, sound liquidity position and manageable
debt maturities.

The rating could be upgraded should Alcoa achieve a sustainable
debt/EBITDA ratio of at least 3.5x, a sustainable EBIT/interest
ratio of at least 4x and a sustainable (Cash flow less
dividends)/debt ratio of at least 20%.

The rating could be downgraded should debt protection metrics
trend below current levels or liquidity contract materially.

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

Headquartered in New York City, New York, Alcoa is a leading
global integrated aluminum producer active in all major aspects of
the industry, including the mining of bauxite, refining into
alumina, smelting and recycling. Through its Global Rolled
Products and Engineered Products and Solutions segments, the
company provides value added products to a diversity of end
markets. Revenues for the twelve months through March 31, 2013
were approximately$23.5 billion.


AIRTRONIC USA: Global Digital Gets First Contract in Merger Deal
----------------------------------------------------------------
Global Digital Solutions on May 30 disclosed that Airtronic USA
has received the first in what is expected to be a series of
contracts involving the company's core business products.

On August 20, 2012, the GDSI and Airtronic disclosed that they had
signed a letter of intent to enter into good faith discussions
involving a potential strategic combination in which Airtronic
would be acquired by GDSI.  Having completed those good faith
discussions, the companies signed a merger agreement and
reorganization plan on October 16, 2012.  Dr. Merriellyn Kett,
Airtronic's President and CEO, is expected to continue serving as
CEO of Airtronic once the merger between GDSI and Airtronic is
finalized.

Founded in 1990, Airtronic is a well-respected, award-winning
manufacturer of critical battlefield weapons.  The company
provides small arms and small arms spare parts to the U.S.
Department of Defense, foreign militaries, and the law enforcement
market.  The company's products include grenade launchers, rocket
propelled grenade launchers, grenade launcher guns, flex machine
guns, grenade machine guns, rifles, and magazines.

"This is a substantial contract that is expected to be followed by
similar contracts in the future," said GDSI founder and largest
shareholder Richard J. Sullivan, who will become Chairman and CEO
after the acquisition with Airtronic is completed.  "I was
delighted when Merriellyn Kett, Airtronic's President and CEO,
shared this positive news with me.  This contract confirms what
we've known all along -- that Airtronic has a strong track record
of meeting critical customer needs for quality weapons-related
products.  I congratulate Merriellyn and the entire Airtronic team
on this exciting development."

Airtronic is a member of the National Small Arms Technology
Consortium (NSATC) and the largest woman-owned small arms
manufacturing company in the United States.  The company has
received commendations from the US Army Tank, Armaments, and
Automotive Command and the Defense Logistics Agency for the
quality and on-time delivery of its products.

                     About Richard J. Sullivan

Dick Sullivan is an entrepreneurial pioneer.  In 2001, Sullivan
received the prestigious World Economic Forum's "Award for
Advanced Chip Technology" presented in Davos, Switzerland.  He
served as Chairman and CEO of Applied Digital Solutions, where he
executed a technology rollup involving 42 acquisitions that
succeeded in increasing the company's share price from $2.50 to a
peak of $18 per share.  During Mr. Sullivan's decade-long tenure
as Chairman and CEO, Applied Digital was one of the highest volume
traded stocks on NASDAQ.  Mr. Sullivan also served as Chairman and
CEO of Digital Angel Corporation and led the effort to spin off
VeriChip Corporation.  In 1970, he was a founding member of the
management team of Manufacturing Data Systems, Inc., which listed
at $7.50 per share and was sold to Schlumberger N.V. in 1980 at
$65 per share.

                     About Merriellyn Kett, PhD

Airtronic's CEO and President joined the company in 2003 as a
partner and helped to refocus the business on several essential
battlefield weapons, including the M203 40mm Grenade Launcher --
one of the most widely used grenade launchers in the world -- the
.50 cal. Machine Gun, the MK 19 Grenade Machine Gun, and most
recently the MK 777, a shoulder-fired recoilless rifle that is
light, lethal, and affordable.  Dr. Kett received her doctorate in
analytic philosophy from DePaul University in Chicago, IL, and
spent a year studying at the Sorbonne in Paris, France. Before
joining Airtronic in 2003, she worked in infrastructure
development in China, building a metallurgical coking plant in
Shanxi Province.

               About Global Digital Solutions, Inc.

Global Digital Solutions -- http://www.gdsi.co-- is refocusing
its business strategy on providing knowledge-based and culturally
attuned societal consulting and security-related solutions in
unsettled areas.

                        About Airtronic USA

Airtronic -- http://www.Airtronic.net/-- is an electro-mechanical
engineering design and manufacturing company.  It provides small
arms and small arms spare parts to the U.S. Department of Defense,
foreign militaries, and the law enforcement market.  The company
also manufactures medical, avionics, and telecommunications
original equipment.  The company's products include grenade
launchers, rocket propelled grenade launchers, grenade launcher
guns, flex machine guns, grenade machine guns, rifles, and
magazines.  The company was founded in 1990 and is based in Elk
Grove Village, Illinois.

On May 16, 2012, the voluntary petition of Airtronic, Inc. for
liquidation under Chapter 7 was converted to Chapter 11
reorganization.  The company had filed for Chapter 7 bankruptcy on
March 13, 2012.


AMERICAN AIRLINES: Offers to Buy Securities for Cash
----------------------------------------------------
AMR Corp. is seeking approval from the U.S. Bankruptcy Court in
Manhattan to offer to purchase securities for cash.

In a motion filed on May 23, AMR asked for green light to offer to
purchase all validly tendered and not validly withdrawn notes and
enhanced equipment trust certificates.

The notes and EETCs were issued under three separate pre-
bankruptcy financing transactions involving American Airlines Inc.
and were sold to third parties.  The proceeds of the sale of the
EETCs were used to purchase equipment notes issued by the airline.

As of May 15, 2013, the aggregate principal amount outstanding
under the notes is more than $159 million while the outstanding
pool balance of the EETCs is more than $1.085 billion.

The offer, if successful, would reduce the interest costs
associated with further delay in consummating the repayment of
notes, according to AMR lawyer, Alfredo Perez, Esq., at Weil
Gotshal & Manges LLP, in New York.

AMR won't repay the notes until the Second Circuit affirms Judge
Lane's Feb. 1 order, which gave the company the go-signal to repay
the notes without paying so-called make-whole amount.  U.S. Bank
Trust N.A. appealed that decision, arguing AMR must pay the make-
whole amount.

Each month, AMR and its subsidiaries accrue as much as $6 million
of interest expense under the notes in excess of prevailing
interest rates in the EETC financing market, according to court
filings.

A court hearing is scheduled for June 13.  Objections are due by
June 6.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: U.S. Bank Wants Full Payment to Release Liens
----------------------------------------------------------------
U.S. Bank Trust N.A. said it does not object to AMR Corp.'s
request to use cash on hand, including proceeds from the $3.25
billion loan, to repay pre-bankruptcy debt but reserves its rights
as to the amount due under the senior secured notes.

The bank said it would only release the liens on the collateral
securing the notes if AMR pays back the full amount owed under the
notes.

As of March 13, American Airlines Inc., a regional carrier of AMR,
reportedly owes $523.4 million under the 10.5% senior secured
notes due in 2012 issued under a 2009 agreement with U.S. Bank.
The notes, which matured in October 2012, are secured by
collateral that includes aircraft parts and $41.5 million of cash.

Earlier this month, the bankruptcy court gave the company the
go-signal to obtain as much as $3.25 billion in new financing,
which it plans to use to get out of bankruptcy and complete its
merger with US Airways Group Inc.

The loan will be secured by American Airlines Inc.'s airport slots
in the U.S. and South America and its right to operate direct
flights between those countries.

AMR had said it may decide later to use its slots, gates and route
authorities in Mexico and Central America as additional security
interests to boost the amount of the financing.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: $130-Mil. Aircraft Financing Approved
--------------------------------------------------------
AMR Corp. received the green light from the U.S. Bankruptcy Court
in Manhattan to obtain up to $130 million in financing.

The loan will be secured by nine Boeing aircraft owned by the
company, and four new Boeing aircraft, which are scheduled to be
delivered between April and July 2013.

AMR had said the funding will allow it to acquire new aircraft,
take advantage of low interest rates in the EETC financing market,
and increase its liquidity.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Committee Supports MOU With Labor Unions
-----------------------------------------------------------
The committee of AMR Corp.'s unsecured creditors expressed support
for court approval of the memorandum of understanding the company
negotiated with labor unions regarding contingent collective
bargaining agreements.

The MOUs were negotiated by American Airlines Inc. and US Airways
Group Inc. with pilots' unions and with the Transport Workers
Union.  Both MOU documents are conditioned on the consummation of
the merger of the two carriers.

In a court filing, the committee said approval of the MOUs "will
ensure the support of key employee workgroups at each carrier for
the merger and promote the smooth integration of the carriers."

AMR also drew support from US Airline Pilots Association, which
represents 5,200 pilots at US Airways.

The Committee is represented by Jay M. Goffman, Esq., and John P.
Furfaro, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New
York, and John Wm. Butler, Jr., Esq., John K. Lyons, Esq., and
Felicia Gerber Perlman, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois.

USAPA is represented by James P. Wehner, Esq., Kevin C. Maclay,
Esq., and Todd E. Phillips, Esq., at Caplin & Drysdale, Chartered,
in Washington, D.C., and Brian J. O'Dwyer, Esq., Gary Silverman,
and Jason S. Fuiman, Esq., at O'Dwyer & Bernstein, in
New York.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN PETRO-HUNTER: Incurs $279,200 Net loss in 1st Quarter
--------------------------------------------------------------
American Petro-Hunter Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $279,200 on $44,239 of revenue for the three months
ended March 31, 2013, as compared with a net loss of $904,301 on
$114,723 of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $1.78
million in total assets, $1.67 million in total liabilities and
$107,336 in total stockholders' equity.

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

                        http://is.gd/UmcYPY

                   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.

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.


AMPAL-AMERICAN: Has Third Trustee Appointed Within Eight Weeks
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ampal-American Israel Corp. has now had three
different bankruptcy trustees in less than eight weeks, as the
result of conversion of the Chapter 11 reorganization to
liquidation in Chapter 7.  With Israel-based Ampal in Chapter 7,
three indenture trustees voted $235.2 million in debt and elected
Alex Spizz to serve as the liquidating trustee.

According to the report Mr. Spizz supplanted Alan Nisselson, who
was appointed interim trustee by the U.S. Trustee when the case
was converted to Chapter 7 on May 2.  Before conversion, Michael
Luskin had been selected by the U.S. Trustee to serve as the
trustee in Chapter 11.  Mr. Luskin decided within 10 days of
appointment that the case should be switched to a Chapter 7
liquidation.

The report notes that the U.S. Trustee is an arm of the Justice
Department whose duties include selecting trustees in Chapter 11
and interim trustees in Chapter 7.  If creditors don't elect a
Chapter 7 trustee, the interim trustee becomes permanent.

The bankruptcy judge cut off payment of fees to lawyers for Ampal
and the official creditors' committee for their work during the
Chapter 11 case.  Disputes over non-payment of court approved fees
were among the controversies leading to conversion from Chapter 11
to Chapter 7.  Mr. Luskin, as the Chapter 11 trustee, recommended
using the little remaining cash to sell the assets and continue
prosecuting claims and arbitrations that might generate additional
cash.

                        About Ampal-American

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

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

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

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


ARCAPITA BANK: Goldman Sachs Making $175-Mil. Interim Loan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Arcapita Bank BSC reached an agreement for Goldman
Sachs International to supply a $175 million secured loan to
provide financing for the remainder of the Chapter 11
reorganization scheduled for conclusion in a few weeks.

The report relates that the new loan will pay off an existing
$150 million loan from Fortress Credit Corp. that matures June 14.
The Fortress loan had been paid down to $105 million.

The report notes that Arcapita said the new Goldman Sachs loan
will provide additional liquidity.  Maturity can be extended until
Sept. 30 in case there are delays in confirming or implementing
the reorganization plan.  The new $175 million loan will convert
into a $350 million facility to kick in when the plan is
consummated.

Earlier this month the bankruptcy court in Manhattan approved the
$350 million loan, also provided by Goldman Sachs.  The loans will
comply with Islamic lending regulations.

                        About Arcapita Bank

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

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

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

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

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

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

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

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

Creditors are voting on Arcapita's reorganization plan.  The
confirmation hearing for approval of the plan is set for June 6.
The hearing for approval of the Goldman Sachs loan will take place
June 10.


ARCAPITA BANK: Tide Sues, Wants Hopper Claims Subordinated
----------------------------------------------------------
Tide Natural Gas Storage I, LP, and Tide Natural Gas Storage II,
LP, filed with the U.S. Bankruptcy Court for the Southern District
of New York Wednesday an adversary complaint against entities
known as the Hopper Claimants, requesting that the Court
subordinate the Hopper claims pursuant to Section 510(b) of the
Bankruptcy Code.

Tide holds a $120 million claim against Debtor Falcon Gas Storage
Company, Inc., in Falcon's bankruptcy case.  The Hopper Claimants
are former minority shareholders of Falcon by way of ownership of
a minority interest of Falcon's common stock.

Prior to the Petition, Tide, Falcon, and Arcapita, engaged in
discussions regarding Tide's purchase of the equity in Falcon's
subsidiary, NorTex Gas Storage Company, LLC, a natural gas storage
business.  Tide and Falcon entered into a purchase agreement in
March 2010, whereby Tide agreed to purchase all of the equity in
NorTex.

Subsequent to the execution of the Purchase Agreement between Tide
and Falcon, but prior to the closing date, the Hopper Claimants,
as minority shareholders, filed two lawsuits in Texas seeking to
enjoin the NorTex sale and alleging, among other things, a claim
for shareholder oppression based on the allegation that the Hopper
Claimants were damaged by Falcon selling the NorTex equity to Tide
at a below market price.  Tide and Falcon agreed to put
$70 million of the purchase price in escrow and move forward to
consummate the sale of NorTex equity.

On April 1, 2010, the sale of the NorTex equity closed and Tide
paid Falcon $445 million for the purchase of NorTex.  Tide also
deposited $70 million into escrow with HSBC Bank USA, National
Association, pursuant to a First Amendment to the Purchase
Agreement dated April 1, 2010, and an Escrow Agreement ("Escrow
Account").

In July 2010, the Hopper Claimants entered into a Settlement
Agreement with Falcon, Arcapita and others in order to settle the
claims for damages arising from the sale of equity in NorTex, as
alleged in the Texas Lawsuits.  Under the Settlement Agreement,
the Hopper Claimants agreed to dismiss the Texas Lawsuits with
prejudice.  The Hopper Claimants also agreed to abandon, forfeit,
transfer and cancel all of their stock in Falcon.  In exchange for
these and other agreements, Falcon and its affiliate agreed to
deliver to the Hopper Claimants $14.75 million, $6.5 million of
which was paid immediately, and $8.25 million was to be paid out
of the Escrow Account.

After execution of the Settlement Agreement, the Hopper
Claimants ceased to be shareholders in Falcon, and Arcapita Bank
B.S.C.(c)'s affiliate became the sole shareholder in Falcon.

Each of the Hopper Claimants filed a proof of claim in the Falcon
bankruptcy proceeding in the amount of $8.25 million, seeking
payment from the Escrow Account (the "Hopper Claims").

According to counsel for Tide, pursuant to Section 510(b) of the
Bankruptcy Code, "for the purposes of distribution?a claim?for
damages arising from the purchase or sale of [a security of the
debtor or of an affiliate of the debtor]?shall be subordinated to
all claims or interests that are senior to or equal the claim or
interest represented by such security, except that if such
security is common stock, such claim has the same priority as
common stock."

As such, counsel for Tide says the Hopper Claims are subject to
mandatory subordination under section 510(b), and because the
Hopper Claims are claims based on common stock, the Hopper Claims
should be subordinated to a level equal to the common stock
of Falcon.

A copy of the Adversary Complaint is available at:

        http://bankrupt.com/misc/arcapita.doc1166.pdf

Counsel for Tide can be reached at:

     Jennifer Feldsher, Esq.
     Marvin R. Lange, Esq.
     BRACEWELL & GIULIANI LLP
     1251 Avenue of the Americas
     New York, NY 10020
     Tel: (212) 508-6100
     Fax: (212) 508-6101
     E-mail: Jennifer.Feldsher@bgllp.com
             Marvin.Lange@bgllp.com

          - and -

     Stephen B. Crain, Esq.
     William A. (Trey) Wood III, Esq.
     Edmund W. Robb IV, Esq.
     Jason G. Cohen, Esq.
     BRACEWELL & GIULIANI LLP
     711 Louisiana Street, Suite 2300
     Houston, TX 77002
     Tel: (713) 223-2300
     Fax: (713) 221-1212
     E-mail: Stephen.Crain@bgllp.com
             Trey.Wood@bgllp.com
             Edmund.Robb@bgllp.com
             Jason.Cohen@bgllp.com

                        About Arcapita Bank

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

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

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

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

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

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

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

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

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

On April 25, 2013, the Debtors filed their Second Amended Joint
Plan of Reorganization.  On April 26, 2013, the Court approved the
related disclosure statement.

A copy of the Second Amended Disclosure Statement is
available at: http://bankrupt.com/misc/arcapta.doc1038.pdf

A hearing is scheduled for consideration of the Plan on June 11,
2013.


ARCAPITA BANK: Tide Says Claims Superior to Falcon Equity
---------------------------------------------------------
Tide Natural Gas Storage I, LP, and Tide Natural Gas Storage II,
LP oppose the subordination of Tide's claims as proposed in
Arcapita Bank B.S.C.(c), et al.'s Joint Plan.

According to Tide, the issue before the Bankruptcy Court is the
extent that Tide's Claims should be subordinated for the purposes
of distribution of Falcon's interest, if any, in the $70 million
currently held in escrow.  That $70 million is the subject of the
United States District Court for the Southern District of New York
Action pending before Judge Wood.

Tide says that the Debtors' Joint Plan, if confirmed, would
disallow all of Tide's claims by subordinating them to every claim
and interest in each of the Debtors.  The result would be such
that Tide Claims would be bypassed entirely -- even if Judge Wood
finds that the claims are valid -- and the Escrow Funds would be
upstreamed to Arcapita's creditors even though those funds were
the fruits of fraud.  That result, Tide tells the Court, is
contrary to the plain reading of Section 510(b), case law, and
Congress's intent.

Tide relates that a correct reading of Section 510(b), as
supported by relevant case law, requires that Tide's Claims be
subordinated only to "claims or interests senior to or equal the
claim or interest represented by [the security bought]" by Tide.
Because Tide bargained for the purchase of LLC interests in
Falcon's wholly-owned subsidiary NorTex (as opposed to the equity
in Falcon itself), Tide's general unsecured claims are
subordinated in priority to other general unsecured claims against
Falcon but are superior to the interests of Falcon's equity (and
the upstream claims of Arcapita's creditors), if any, in the
Escrow Funds.

Further, because Tide purchased LLC interests (as opposed to
common stock), the "common stock exception" does not require that
Tide's claim be subordinated to the level of Falcon's common
stock.  Tide's claims are therefore subordinated to other general
unsecured claims against Falcon (totaling approximately
$390,000), but are ahead of the Interests in Falcon, which
ultimately are held by Arcapita.

On April 25, 2013, the Debtors filed their (i) Second Amended
Disclosure Statement in support of the Debtors' Joint Plan of
Reorganization, and (ii) Second Amended Joint Plan of the Debtors.
The Joint Plan consists of several "subplans" including the
subplan for Falcon.

According to Tide, the Disclosure Statement provides that "to the
extent that the Tide Claims are Allowed in whole or in part, then
the Tide Claims shall be treated as provided in Classes 10(a)
and 10(g)."  The Joint Plan provides that Classes 10(a) and 10(g)
are "Super Subordinated Claims" situated below Interests in
Arcapita and Falcon, respectively.  Such claims "shall not receive
any Distributions or retain any property on account of such
Claims."

A copy of Tide's Memorandum of Law in Opposition to Subordination
of Tide's Claims as Proposed in the Debtors' Joint Plan is
available at http://bankrupt.com/misc/arcapita.doc1171.pdf

Tide also filed Wednesday a limited objection to the Debtors'
Second Amended Joint Plan.  In addition to the its subordination
objections, Tide objects to these provisions of the Debtors' Joint
Plan (but only as they relate to the Falcon Plan):

(1) Falcon's Plan improperly allows the Interests in Falcon at an
inflated amount in excess of the true value of those Interests.

(2) Falcon's Plan does not provide for the possibility that the
Interests in Falcon may be subordinate under Section 510(c).

(3) Falcon's Plan denies Tide's right to object to other
claims/interests and to seek subordination of these claims and
interests under Sections 510(b) and (c).

(4) Falcon's Plan allows Falcon to settle and allow claims and
causes of action without notice and opportunity for objection and
hearing.

                        About Arcapita Bank

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

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

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

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

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

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

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

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

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

On April 25, 2013, the Debtors filed their Second Amended Joint
Plan of Reorganization.  On April 26, 2013, the Court approved the
related disclosure statement.

A copy of the Second Amended Disclosure Statement is
available at: http://bankrupt.com/misc/arcapta.doc1038.pdf

A hearing is scheduled for consideration of the Plan on June 11,
2013.


ASCENA RETAIL: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Suffern, N.Y.-based specialty apparel retailer Ascena Retail Group
Inc. to positive from stable.  At the same time, S&P affirmed the
'BB-' corporate credit rating on the company.

"The outlook revision reflects the company's improved credit
metrics following the partially debt-funded acquisition of
Charming Shoppe in May 2012 with consistent debt repayment, a
trend we believe will continue," said credit analyst Helena Song.
"As a result, we revised our assessment of Ascena's financial risk
profile to "intermediate" from "significant". Nevertheless, we
continue to assess the company's business risk profile as "weak"."

The outlook is positive.  S&P could raise the ratings if the
company successfully integrates and improves the acquired brands,
and the trend is supported by consistent positive comparable-store
sales and sustained sequential EBITDA margin improvement, while
maintaining stable or improving credit metrics.

S&P could revise the outlook to stable if weaker-than-expected
performance leads to weakened credit metrics, including leverage
in the high 2x on a sustained basis.  This could result, for
example, if integration or fashion missteps result in a 5% drop in
same store sales and a margin contraction of 200 bps, causing
EBITDA to decline 6% despite the inclusion of two newly acquired
brands.


ASPEN GROUP: Presented at B. Riley & Co. Investor Conference
------------------------------------------------------------
Michael Mathews, the chief executive officer and Chairman of Aspen
Group, Inc., gave a presentation at the B. Riley & Co. investor
conference.  The PowerPoint presentation which was displayed at
the meeting is available for free at http://is.gd/B16xob

                         About Aspen Group

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

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

Aspen Group incurred a net loss of $6.01 million in 2012, as
compared with a net loss of $2.13 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $3.19 million in total
assets, $2.70 million in total liabilities, and $490,101 in total
stockholders' equity.

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


ASPEN GROUP: Named Michael Matte as Chief Financial Officer
-----------------------------------------------------------
Aspen Group, Inc., appointed Michael Matte as Chief Financial
Officer.  From October 2007 until March 2013, Mr. Matte served as
the Chief Financial Officer and Executive Vice-President of
MeetMe, Inc.  From July 2006 through October 2007, Mr. Matte
served as a director of MeetMe.  Mr. Matte served as Chief
Financial Officer of Cyberguard Corporation from February 2001 to
April 2006.  Prior to joining Cyberguard Corporation, Mr. Matte
began his professional career at Price Waterhouse, where he worked
from 1981 to 1992.  His last position was as a senior Audit
Manager.  From January 2004 until April 2012, Mr. Matte served as
a director of Iris International, Inc., and from March 2008 until
October 2009, Mr. Matte served as a director of GelTech Solutions,
Inc. Mr. Matte is a Certified Public Accountant.  Mr. Matte is 54
years old.  Mr. Matte replaces Mr. David Garrity who resigned as
Chief Financial Officer and was appointed to the position of
Executive Vice President, Corporate Development.  Mr. Garrity will
be paid an annual salary of $100,000 per year.

In connection with his appointment, Aspen entered into a three-
year Employment Agreement with Mr. Matte.  In accordance with the
Employment Agreement, from May 16, 2013 until Dec. 31, 2013, Mr.
Matte will be paid a base salary at a rate of $100,000 per year
and thereafter will be paid $250,000 per year.  In recognition of
his reduced salary during the beginning of the term, Mr. Matte was
granted 791,211 seven-year stock options (exercisable at $0.35 per
share), which vest in seven equal monthly installments on the last
calendar day of each month with the first vesting date being June
30, 2013, subject to continued employment on each applicable
vesting date.  Additionally, Mr. Matte was granted 500,000 seven-
year stock options (exercisable at $0.35 per share), which vest in
three equal increments on April 30, 2014, 2015 and 2016, subject
to continued employment on each applicable vesting date.

Additionally, Aspen entered into a new three-year Employment
Agreement with Mr. Michael Mathews, Aspen's chief executive
officer, effective May 16, 2013.  In accordance with the
Employment Agreement, Mr. Mathews will receive a base salary of
$250,000 per year, however, his base salary will be $100,000 until
the Compensation Committee of the Board of Directors determines
that Aspen's cash position permits an increase to $250,000 a year.
In contrast to his old Employment Agreement, the new Employment
Agreement does not include any guaranteed annual bonuses.

Additionally, under their Employment Agreements, Messrs. Mathews
and Matte will be entitled to a target bonus in cash provided that
certain milestones to be set by the Committee are met and Aspen
has a $2,000,000 cash balance after paying the target bonuses to
both Mr. Mathews and Mr. Matte.  Alternatively, if Aspen has
positive adjusted EBITDA and the targets are met, the bonuses will
be paid in common stock.

Also on May 14, 2013, Aspen increased the number of shares
available under the 2012 Equity Incentive Plan to 9,300,000
shares.

                        About Aspen Group

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

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

Aspen Group incurred a net loss of $6.01 million in 2012, as
compared with a net loss of $2.13 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $3.19 million in total
assets, $2.70 million in total liabilities, and $490,101 in total
stockholders' equity.

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


ATARI INC: June 6 Hearing on Bid to Extend Plan Filing Deadline
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on June 6, 2013, at 10 a.m., to consider
Atari, Inc., et al.'s motion for exclusivity extension.

The Court, in a bridge order, extended the Debtors' exclusive
filing period until the time the Court has made a final
determination on the relief requested.

Atari has requested that the Court extend its exclusive periods to
file a proposed Chapter 11 plan until Aug. 19, and solicit
acceptances for that plan until Oct. 18.

Rachel Feintzeig, writing for Dow Jones' DBR Small Cap, said Atari
needs more time to hash out a creditor-repayment plan as it
continues to try to sell its assets in bankruptcy.

                           About Atari

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

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

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

Peter S. Partee, Sr., Esq., and Michael P. Richman, Esq., at
Hunton & Williams LLP; and Ira S. Dizengoff, Esq., and Kristine G.
Manoukian, Esq., at Akin Gump Strauss Hauer & Feld LLP represent
the Debtors as counsel.  BMC Group is the claims and notice agent.
Protiviti Inc. is the financial advisor.  Perella Weinberg
Partners LP serves as investment banker.

The Official Committee of Unsecured Creditors retained Duff &
Phelps Securities LLC as its financial advisor; and Cooley LLP as
counsel.


ATLANTIC COAST: Two Directors Continue to Oppose Planned Merger
---------------------------------------------------------------
Messrs. Jay S. Sidhu and Bhanu Choudhrie, two of the Company's
directors, delivered an additional letter to the Board of
Directors on May 20, 2013.  In that letter, Messrs. Sidhu and
Choudhrie reaffirmed their opposition to the Merger, their view
that Mr. Thomas Frankland be replaced as the Company's Chief
Executive Officer and their continuing intention to vote against
the Merger.  They expressed further concern about the adequacy and
accuracy of the Company's disclosures included in its SEC filings,
particularly the Company's accusations that Messrs. Sidhu and
Choudhrie and certain other ACFC stockholders may be acting
contrary to law in connection with their opposition to the Merger.

The Company publicly announced that on Feb. 25, 2013, it and its
savings bank subsidiary, Atlantic Coast Bank, entered into an
Agreement and Plan of Merger with Bond Street Holdings, Inc., and
its bank subsidiary, Florida Community Bank, N.A.  Pursuant to the
Merger Agreement, the Company will be merged with and into Bond
Street and the Bank will then merge with and into Florida
Community Bank.  The publicly announced terms of the Merger
included a guaranteed payment of $3.00 per share in cash to the
Company's stockholders at the closing of the transaction plus an
additional $2.00 per share to be held in an escrow to indemnify
the Company, Bond Street and others for losses from Company
stockholder claims, whether related to the transactions
contemplated by the Merger Agreement or otherwise.

A copy of the May 20 Letter is available for free at:

                        http://is.gd/Yaymat

                        About Atlantic Coast

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

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

The Company's balance sheet at March 31, 2013, showed $747.57
million in total assets, $710.23 million in total liabilities and
$37.34 million in total stockholders' equity.

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


BEALL CORP: May Sell Property to ALF Acquisitions
-------------------------------------------------
The Hon. Elizabeth Perris of the Bankruptcy Court for the District
of Oregon authorized Beall Corporation to sell property to ALF
Acquisitions LLC pursuant to an Asset Purchase Agreement dated
April 1, 2013.

ALF Acquisitions agreed to purchase for $400,000 the Debtor's
personal property located at the leased office, manufacturing,
sales and service facilities used in connection with the Beall
Construction Division business located at 4355 Turner Road SE,
Salem, Oregon and 7650 3rd St SE, Turner, Oregon.

Upon closing, the Debtor is authorized to compensate the court
appointed broker, BizSell Brokers, Inc. dba Business Team, an
aggregate commission of 13% of the gross sales price of the
property.

                   About Beall Corporation

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

Judge Elizabeth L. Perris presides over the case.  The Debtor
has tapped Tonkon Torp LLP as counsel.  The Debtor disclosed, in
an amended schedules $14,015,232 in assets and $29,187,325 in
liabilities as of the Chapter 11 filing.

Wabash National Corporation on Feb. 4, 2012, successfully closed
on its acquisition of certain assets of Beall's tank and trailer
business for $15 million.

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


BEATS ELECTRONICS: Moody's Rates New $700MM Revolver Debt 'B2'
--------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Beats
Electronics, LLC, including a B2 Corporate Family Rating and B2-PD
Probability of Default Rating. Moody's also rated a proposed $700
million senior secured credit facilities B2. The rating outlook is
stable.

Proceeds from the debt issuance will be used to refinance $225
million of existing term loan debt and for general corporate
purposes, with $400 million available for additional specified
purposes, including distributions to shareholders, acquisitions
and investments. The ratings are subject to review of final
documentation.

The following ratings were assigned:

Corporate Family Rating at B2

Probability of Default rating at B2-PD

$200 million senior secured revolving credit facility expiring
2018 at B2 (LGD 3, 44%)

$500 million senior secured term loan due 2019 at B2 (LGD 3, 44%)

Rating Rationale:

The B2 CFR reflects Beats' nearly singular product offering,
limited scale, as well as the key man risk due to company's
reliance on its founders who have been instrumental for the
company's early success. The rating also reflects Moody's concern
with the sustainability of the company's revenue and earnings
growth -- which has been extremely strong in recent years -- given
its very limited operating history and high business risk. Moody's
anticipates that revenue growth will moderate considerably in the
near term and could decline in the medium to longer term if the
company fails to successfully innovate and create products that
are appealing to its core customers versus competition. Moody's
recognizes the increasing popularity and recognition of its "Beats
by Dr. Dre" brand name, leading market share (although in a narrow
category) in the premium headphone segment and relatively modest
leverage at closing. Moody's believes that demand for headphones
and earphones will continue to be driven by the growth of
smartphones, tablets and digital content in the next several
years, both in the US and internationally.

Beats is exposed to high business risk due to the company's narrow
focus on a fashion and technology sensitive demographic, making it
susceptible to shifts in consumer preference and technology
obsolescence. Also, the discretionary nature of its product
offering and its relatively high price point leave the company
vulnerable to downturns in overall consumer spending. Although
Beats is the early winner with regard to marrying aesthetically
appealing industrial design with sophisticated engineering
capability in the premium headphone category, both the company and
the brand are at their infancy stage and competition is rising
fast from existing well-known players such as Bose and Sony, as
well as from various new entrants. Therefore, it is unclear
whether or not Beats can refresh and re-launch its products
successfully as they approach their life cycles in light of fierce
competition.

In addition, the company completed an operating model transition
in the second half of 2012 and began manufacturing its own product
as opposed to outsourcing to its previous partner. There is a
possibility that the company's operating margins could shift
downward while establishing its permanent manufacturing
infrastructure. Moody's notes that Beats has solid relationships
with a number of players in its distribution channels, including
national wireless carriers, big box retailers and other specialty
retailers and distributors. These relationships should continue to
support steady market presence. However, there is significant
revenue concentrated in a relatively small number of retail
distributors.

The stable outlook reflects Moody's view that Beats' leading
market position, strong brand recognition, and its ability to
influence users through its marketing and product innovation will
help deter competition and support modest revenue growth. The
outlook also reflects the company's good liquidity profile.

Prior to an upgrade Moody's would seek need to see Beats establish
a longer track record demonstrating the sustainability of the
company's revenue, earnings growth, and cash flow, as well as
establish greater product diversification. The ratings could be
upgraded if the company is able to maintain its market share and
improve operating margins, leading to increased brand equity over
time.

The ratings could be downgraded if the company experiences
material revenue or earnings declines due to a reduction in demand
or margin erosion that would affect the company's liquidity
profile and cash generation. Moody's could downgrade Beats'
ratings if debt/EBITDA rises above 4.0x or free cash flow
diminishes.

Beats Electronics, LLC ("Beats"), headquartered in Santa Monica,
CA, designs, manufactures, and sells high-end consumer audio
products including headphones, earphones, and speakers, mainly
under the brand "Beats by Dr. Dre". The company was established in
2006.

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


BIOFUELS POWER: Incurs $126,000 Net Loss in First Quarter
---------------------------------------------------------
Biofuels Power Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $126,122 on $0 of sales for the three months ended
March 31, 2013, as compared with a net loss of $293,484 on $0 of
sales for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $1.21
million in total assets, $5.58 million in total liabilities and a
$4.37 million total stockholders' deficit.

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

                        http://is.gd/5EwqRm

                            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.

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.


BLUEJAY PROPERTIES: Hires CBIZ MHM as Accountants
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas authorized
Bluejay Properties, LLC, to employ Shane L. Beavers, CPA and CBIZ
MHM LLC to provide accounting services.

CBIZ is expected to provide, among other things:

   a. update and maintenance of the depreciation schedules;

   b. accounting assistance and adjusting journal entries; and

   c. WIP schedule preparation and reconciliation.

To the best of Debtor's knowledge, CBIZ MHM represents no interest
adverse to the Debtor, or to the estate in the matters upon which
it is to be engaged.

The hourly rates of CBIZ' personnel are:

         Experts in Bankruptcy/
           Partnerships                          $375
         Directors                               $220
         Managers                                $160
         Associates                              $110
         Administrative                           $65

The source of the compensation to be paid to CBIZ will be from
future income of the Debtor.  Specifically the Court's cash
collateral order has allowed the use of rents for compensation of
professionals.  Payment will be paid on an interim basis in
accordance with local rule by notice to the Debtor and the U.S.
Trustee for 80% of fees and 100% of expenses and upon approval of
the Court following notice and opportunity for hearing.

                      About Bluejay Properties

Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012.  Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., at Stumbo Hanson, LLP in Topeka.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  The Debtor scheduled liabilities of
$13,112,325.  The petition was signed by Michael L. Thomas of TICC
Prop., managing member.

Bankers' Bank of Kansas, owed approximately $13.08 million, is
represented by Arthur S. Chalmers of Hite, Fanning & Honeyman,
LLP.  The University National Bank, owed approximately
$1.2 million, is represented by Edward J. Nazar of Redmond &
Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth,
P.A.


BON-TON STORES: Declares Quarterly Cash Dividend
------------------------------------------------
The Bon-Ton Stores, Inc.'s Board of Directors declared a cash
dividend of five cents per share on the Class A Common Stock and
Common Stock of the Company payable Aug. 5, 2013, to shareholders
of record as of July 19, 2013.

                        About Bon-Ton Stores

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

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

                             *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.


BOOMERANG SYSTEMS: Incurs $3.45-Mil. Net Loss in March 31 Qtr.
--------------------------------------------------------------
Boomerang Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $3.45 million on $57,678 of total revenues for the
three months ended March 31, 2013, as compared with a net loss of
$3.14 million on $178,999 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 million on $289,234 of total revenues, as compared
with a net loss of $6.14 million on $380,778 of total revenues for
the same period a year ago.

The Company's balance sheet at March 31, 2013, showed
$4.46 million in total assets, $23.19 million in total liabilities
and a $18.73 million total stockholders' deficit.

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

                        http://is.gd/ZpNGHP

                       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.

                         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.


BOREAL WATER: Incurs $239,000 Net Loss in First Quarter
-------------------------------------------------------
Boreal Water Collection, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $239,113 on $480,673 of sales for the three months
ended March 31, 2013, as compared with a net loss of $121,818 on
$610,718 of sales for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $3.62
million in total assets, $4.04 million in total liabilities and a
$412,198 total stockholders' deficiency.

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

                       http://is.gd/utDmU7

Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a
personalized bottled water company specializing in premium custom
bottled water.

The Company reported a net loss of $822,902 on $2.7 million of
sales in 2012, compared with a net loss of $1.3 million on
$2.7 million of sales in 2011.

In the auditors's report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Patrick Rodgers, CPA,
PA, in Altamonte Springs, Florida, expressed substantial doubt
about Boreal Water's ability to continue as a going concern.  Mr.
Rodgers noted that the Company has a minimum cash balance
available for payment of ongoing operating expenses, has
experienced losses operations since inception, and it does not
have a source of revenue sufficient to cover its operating costs.


CAESARS ENTERTAINMENT: Jenkin Changes Title to Global President
---------------------------------------------------------------
With the hiring of Tom Arasi as President of Hospitality of
Caesars Entertainment Corporation, on May 16, 2013, the Human
Resources Committee of the Board of Directors of the Company
approved job title changes for Thomas M. Jenkin and John W. R.
Payne.

Mr. Jenkin's title will change from President of Operations to
Global President of Destination Markets, subject to any regulatory
approvals.  Mr. Jenkin will oversee operations across the
Company's largest markets including Las Vegas, Atlantic City,
Philadelphia, Northern Nevada, Laughlin, and Hammond, Indiana near
Chicago.  Additionally, he will continue to have operational
oversight of Harrah's Ak-Chin and Harrah's Rincon, and the
Company's international properties.

Mr. Jenkin, 58, became the Company's President of Operations in
November 2011.  Previously, he served as the Company's Western
Division President from January 2004 to November 2011.  He served
as Senior Vice President-Southern Nevada from November 2002 to
December 2003 and Senior Vice President and General Manager-Rio
from July 2001 to November 2002.

Mr. Jenkin continues to be employed pursuant to the terms of his
employment agreement with Caesars Entertainment Operating Company,
Inc., effective as of Jan. 3, 2012.

Mr. Payne's title will change from President of Enterprise
Effectiveness to President of Central Markets and Partnership
Development, subject to any regulatory approvals.  Mr. Payne will
have operational responsibility for the Company's properties in
Indiana (with the exception of Horseshoe Hammond), Missouri, Iowa,
Mississippi, Illinois, North Carolina, Ohio and Louisiana.  In
addition, he will continue to oversee the Company's ongoing
development efforts in Maryland and Massachusetts.

Mr. Payne, 44, became the Company's President of Enterprise Shared
Services in November 2011.  Previously, he served as Central
Division President from January 2007 to November 2011.  He also
served as Atlantic City Regional President from January 2006 to
December 2006, Gulf Coast Regional President from June 2005 to
January 2006, Senior Vice President and General Manager-Harrah's
New Orleans from November 2002 to June 2005 and Senior Vice
President and General Manager-Harrah's Lake Charles from March
2000 to November 2002.

Mr. Payne continues to be employed pursuant to the terms of his
employment agreement with Caesars Entertainment Operating Company,
Inc., effective as of Jan. 3, 2012.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  The Company incurred a $823.30 million net
loss in 2010.  The Company's balance sheet at March 31, 2013,
showed $27.47 billion in total assets, $28.03 billion in total
liabilities, and a $560 million total deficit.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.

In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.

"The downgrade reflects weaker-than-expected operating performance
in the first quarter, and our view that Caesars' capital structure
may be unsustainable over the next two years based on our EBITDA
forecast for the company," said Standard & Poor's credit analyst
Melissa Long.


CALPINE CORP: Fitch Upgrades Issuer Default Rating to 'B+'
----------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings (IDRs) of
Calpine Corp. and its subsidiary, Calpine Construction Finance
Company (CCFC) by one notch to 'B+' from 'B' and revised the
Rating Outlook for both companies to Stable from Positive.
Reflecting the one-notch upgrade in the IDRs and based on an
updated recovery analysis, the instrument ratings for the first
lien senior secured debt at Calpine and CCFC were upgraded to
'BB+/RR1' from 'BB/RR1'.

Key Rating Drivers

The rating upgrade is driven by Fitch's view that the fundamental
positioning of the company in the merchant generation sector
continues to improve given its relatively cleaner fuel profile,
geographic diversity, exposure to the Electricity Reliability
Council of Texas (ERCOT), and ability to sustain its EBITDA in
different natural gas price scenarios. Capital deployment in the
already announced new generation projects, which comprises
projects under long-term contracts as well as merchant generation
in ERCOT and PJM, is expected to drive EBITDA growth in the near
term. Longer term, Calpine remains positively leveraged to
scarcity pricing reflecting demand supply imbalances in its
markets as well as to a recovery in natural gas prices given its
highly efficient fleet and natural gas being on the margin for
power prices in most of the markets it operates in.

Calpine's 'B+' IDR reflects the company's high consolidated gross
leverage, relatively stable EBITDA (due to lower sensitivity to
changes in natural gas prices as compared to coal/nuclear
competitive power generators), strong liquidity position including
a growing free cash flow profile, manageable debt maturities, and
consistently demonstrated capital market access. Calpine's EBITDA
has proved to be resilient in different natural gas price
scenarios. While its EBITDA remains biased towards higher natural
gas prices given the relative efficiency of Calpine's fleet
compared to the market, low natural gas prices such as in 2012
boost the generation output, thus, offsetting the compression in
generation margins to a large extent. The level of generation
EBITDA stability demonstrated by Calpine over the last four years
is quite unique among the merchant power generation companies.

Fitch expects Calpine's gross leverage to be approximately 6.2x in
2013 and steadily improve to 4.5x in 2017. Funds from operations
(FFO) to debt is expected to be approximately 9% in 2014 and
improve to 15%-16% in 2017. Coverage ratios remain strong over
2013-2017, consistent with Fitch's guideline metrics for a 'B+'
IDR, and could potentially improve if the company is successful in
capitalizing on the refinancing opportunities to lower its
interest costs. The forecasted net leverage metrics are even
stronger as Fitch's forecast assumes excess cash builds up on the
balance sheet. Fitch expects Calpine to hit its net debt/EBITDA
target of 4.5x in 2014 through a combination of scheduled debt
payments and growth in EBITDA. Fitch does not expect management to
proactively reduce debt from the current levels aside from the
scheduled debt maturities/amortizations.

Fitch's projections embed natural gas price expectation of
$3.50/MMBtu for 2013 and $4.00/MMBtu in 2014 and an increase
thereafter to reach a long-term price expectation of $4.50/MMBtu.
Fitch has assumed a 0.5%-1.5% growth in demand across the markets
that Calpine operates in and only a modest improvement in spark
spreads from the levels implied by current commodity curves.

Fitch expects Calpine to generate more than $800 million of free
cash flow in 2014; annual free cash flow is expected to climb
upwards of $1 billion 2015 onwards. These free cash flow estimates
incorporate both maintenance capex and growth capex based on
committed new projects. Management has been increasingly focusing
on growth capex and share repurchases as its primary uses of
excess cash. Since August 2011, Calpine has announced $1 billion
of share repurchases; the pace of share buybacks so far has been
modestly above Fitch's expectations.

Calpine is actively pursuing new generation projects as part of
its growth strategy. The company is bringing 773 MWs of contracted
capacity on line in 2013, 520 MWs of merchant capacity in the
tight ERCOT market in 2014 and 309 MWs of merchant capacity in
2015 that has cleared the PJM capacity auction. The company is
looking at additional merchant capacity of 650s MW and contracted
capacity of 345 MWs in the 2016-2017 time frame, however, these
potential additions have not been factored in Fitch's forecasts.
The company remains an active buyer and seller of assets and it is
possible that limited new development opportunities could enhance
the appeal of M&A. Fitch will evaluate each transaction in the
context of business risk, means of financing and strategic focus.
Within the new development opportunities, projects backed by long-
term contracts would be viewed positively by Fitch.

It is Fitch's expectation that management continues to prudently
invest the excess cash flow proceeds in growth oriented projects
and manage its balance sheet in a conservative manner. Fitch
acknowledges the success that Calpine has had in simplifying its
capital structure, pushing out debt maturities and gaining
financial flexibility in capital allocation decisions. Calpine's
liquidity position is strong with approximately $962 million of
cash and cash equivalents and $778 million of availability under
the corporate revolver, as of March 31, 2013.

In accordance with its Parent and Subsidiary Rating Linkage
Criteria, Fitch is currently linking the IDRs of Calpine and CCFC.
Calpine and CCFC are distinct issuers, the subsidiary debt is non-
recourse to the parent, and there are no cross-guarantees or
cross-default provisions between the two entities. However, there
are strong contractual, operational and management ties between
Calpine and CCFC. CCFC sells a majority of its power plant output
under a long-term tolling arrangement with Calpine's wholly owned
marketing subsidiary. CCFC is also a party to a master operation
and maintenance agreement and a master maintenance services
agreement with another wholly owned Calpine subsidiary. For these
reasons, Fitch is assigning the same IDR to CCFC as the parent
even though its standalone credit profile is stronger.

Recovery Analysis:
The individual security ratings at Calpine are notched above or
below the IDR, as a result of the relative recovery prospects in a
hypothetical default scenario.

Fitch values the power generation assets that guarantee the parent
debt using a net present value (NPV) analysis. A similar NPV
analysis is used to value the generation assets that reside in
non-guarantor subs and the excess equity value is added to the
parent recovery prospects. The generation asset NPVs vary
significantly based on future gas price assumptions and other
variables, such as the discount rate and heat rate forecasts in
California, ERCOT and the Northeast. For the NPV of generation
assets used in Fitch's recovery analysis, Fitch uses the plant
valuation provided by its third-party power market consultant,
Wood Mackenzie as well as Fitch's own gas price deck and other
assumptions.

Fitch has upgraded Calpine's corporate revolving facility, first
lien term loans and senior secured notes, which rank pari passu,
to 'BB+/RR1' from 'BB/RR1'. The 'RR1' rating reflects a three-
notch positive differential from the 'B+' IDR and indicates that
Fitch estimates outstanding recovery of 91%-100%.

Fitch has assigned its 'BB+/RR1' rating to the new first lien
senior secured term loan facility at CCFC. The new term loan
facility at CCFC comprises a $900 million seven-year term loan B
tranche maturing May 3, 2020 and a $300 million 8.5 year term loan
B tranche maturing Jan. 31, 2022. The first tranche is priced at
LIBOR plus 225 basis points and the second tranche is priced at
LIBOR plus 250 basis points, each with a LIBOR floor of 0.75%. The
proceeds from the new term loans are being primarily used to
redeem $1 billion of CCFC's outstanding 8% senior secured notes
due 2016 at a redemption price of 104%.

The collateral package for the term loans includes the recently
acquired 800 MW natural gas combined cycle Bosque generation
facility in Texas, and excludes the Sutter generation facility
from the prior six natural gas-fired combined cycle power plants
that secured the 8% senior secured notes being redeemed. The
refinancing will lead to lower interest costs and provide greater
financial flexibility to CCFC due to less restrictive restricted
payment provisions.

Fitch has upgraded the ratings for CCFC's 8% senior notes to
'BB+/RR1' from 'BB/RR1' and expects to withdraw the ratings on
these notes once the notes are redeemed.

Rating Sensitivities

Further Positive Rating Actions Unlikely: Positive rating actions
for Calpine and CCFC appear unlikely after today's upgrade unless
there is material and sustainable improvement in Calpine's credit
metrics compared with Fitch's current expectations. Management's
net leverage target of 4.5x effectively caps Calpine's IDR at the
'B+' category.

Weak Wholesale Power Prices: Calpine's EBITDA is sensitive to the
level of power demand and the supply dynamics in each of the
markets it operates in. Regulatory construct and market rules can
distort pricing signals relative to the underlying power demand
and supply fundamentals. These factors could depress Calpine's
EBITDA and FFO below Fitch's expectations and, if sustained over a
period of time, could lead to negative credit actions.

Aggressive Capital Allocation Strategy: An enhanced pace of share
repurchases without hitting or sustaining the stated net leverage
targets would be a cause of concern.

Higher Business Risk: An aggressive growth strategy that diverts
significant proportion of growth capex towards merchant assets
could lead to negative rating actions. Inability to renew its
expiring long-term contracts could potentially lead to a higher
open position and elevate the business risk for Calpine.

Fitch has upgraded the following ratings and revised the Outlook
to Stable from Positive:

Calpine
-- IDR to 'B+' from 'B';
-- Corporate revolving facility to 'BB+/RR1' from 'BB/RR1';
-- Senior secured first lien term loan to 'BB+/RR1' from 'BB/RR1';
-- Senior secured first lien notes to 'BB+/RR1' from 'BB/RR1'.

CCFC
-- IDR to 'B+' from 'B';
-- Senior secured notes to 'BB+/RR1' from 'BB/RR1'.

Fitch has assigned the following ratings with Stable Outlook:

CCFC
-- Senior secured first lien term loan at 'BB+/RR1'.


CAPITOL BANCORP: Copy of Joint Liquidating Plan
-----------------------------------------------
Capitol Bancorp Ltd. and Financial Commerce Corporation filed on
May 16, 2013, a proposed Joint Liquidating Plan and related
Disclosure Statement with the Bankruptcy Court for the resolution
of outstanding claims against and equity security interests in the
Debtors.  The Joint Liquidating Plan supersedes the Prepackaged
Joint Plan of Reorganization filed by Capitol and FCC with the
Bankruptcy Court in August 2012, which has been withdrawn.  The
Debtors will continue to remain in possession of their assets and
properties and continue to operate their businesses as "debtors-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

The Plan now proposed by the Debtors is premised on the Company
conducting sales under Bankruptcy Code Section 363(b) of some or
all of the remaining non-debtor subsidiary banks, as and when
commercially reasonable opportunities for those transactions
develop.  However, it is unlikely that the proceeds of any those
sales could or would be available for distribution to the
Company's creditors without the cooperation of the FDIC, if and to
the extent the FDIC has that authority.  This is because, under a
pre-bankruptcy petition FDIC order and a subsequent agreement
between Capitol and the FDIC, the Company has no interest in or
right to ever receive proceeds from the sale of non-debtor
subsidiary banks.  Instead, those proceeds are to be remitted
directly by the relevant purchaser to an escrow account managed by
a third-party escrow agent.  Under the FDIC Order and related
agreements, those proceeds can only be distributed to bank
shareholders (other than CBC) and to CBC's other subsidiary banks.
The Company also will continue to seek a sale of its non-
performing assets and non-performing loans to third parties.  At
the same time, the Plan contemplates that the Company continue to
seek to obtain one or more Equity Investors to make it feasible to
attempt to reorganize the Company and preserve the Company's
ownership of at least certain of the remaining non-debtor
subsidiary banks.

A copy of the Disclosure Statement is available at:

                         http://is.gd/jLvnZW

A copy of the Joint Liquidating Plan is available at:

                         http://is.gd/tWnqdG

                        About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., of Foley & Lardner LLP
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

Prepetition, the Debtor arranged a reorganization plan that was
accepted by the requisite majorities of creditors and equity
holders in all classes.  Problems arose when affiliates of
Valstone Partners LLC declined to proceed with a tentative
agreement to fund the reorganization by paying $50 million for
common and preferred stock while buying $207 million in face
amount of defaulted commercial and residential mortgages.


CAPSTONE INFRASTRUCTURE: S&P & Affirms 'BB+' Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Toronto-based Capstone Infrastructure Corp. to positive from
stable.  At the same time, Standard & Poor's affirmed its ratings,
including its 'BB+' long-term corporate credit rating, on the
company.

"The outlook revision reflects our view that Capstone's cash flow
has improved with the integration of Bristol Water plc," said
Standard & Poor's credit analyst Stephen Goltz.  S&P believes this
increases cash flow diversity and reduces reliance on the current
power purchase agreements (PPAs).  Moreover, as a U.K. regulated
utility, Bristol does not introduce recontracting risk, which the
company is exposed to.

In addition, the increase in cash flow from the Bristol asset
mitigates the impact of a reduced price under the PPA with respect
to the Cardinal facility that Capstone is negotiating.  S&P
expects that any new PPA with respect to this facility will
maintain a moderate stability and predictability of cash flow.

The ratings on Capstone reflect Standard & Poor's view that the
company's revenues and cash flow from long-term PPAs with
provincial government agencies and investment-grade off-takers is
generally stable.  In addition, the company has an investment in a
district heating business in Sweden and Bristol, which represent
ongoing cash flow (as opposed to contracted cash flow).

"We believe that offsetting these strengths to a certain degree is
the recontracting risk of the PPA at the Cardinal facility and the
PPA expiry at the Whitecourt facility.  While negotiations are
ongoing with respect to the Cardinal facility, we expect that any
new contract will reflect a balance between risk and reward and
will maintain a moderate level of stability and predictability of
cash flow.  In any event we expect that the revenue under a new
contract will be lower than the current contract.  We note that
the company has taken steps to address the potential for reduced
revenue through the reduction of its common share dividend in
2012," S&P said.

The positive outlook reflects S&P's view that Capstone benefits
from contracted revenue and insulation from electricity demand and
price risks provided by PPAs with investment-grade off-takers.  In
addition, the cash flows from its nonpower-related assets increase
cash flow diversity and reduce reliance on the current PPAs.

S&P could consider raising the ratings during its two-year outlook
horizon if the company can recontract the expiring Cardinal PPA in
a manner that maintains a moderate degree of stability and
predictability of cash flow.

"We could consider a downgrade should Capstone's overall cash flow
quality materially weaken, which could happen after major
operational disruptions in its generation facilities or
acquisition of assets with materially higher cash flow
variability.  In addition, we could lower the ratings if the
company's cash-flow coverage measures weaken materially, with
partially consolidated cash flow-to-debt falling below 22% or
partially consolidated interest coverage falling below 3.2x.  This
could happen if Capstone increases its reliance on debt financing
to support its growth initiatives or it experiences a material
decline in cash flow", S&P added.


CARESTREAM HEALTH: Moody's Lowers CFR to 'B2'; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Carestream Health, Inc. to B2 from B1 in conjunction with its
dividend recapitalization transaction.

Concurrently, Moody's affirmed the B2-PD Probability of Default
Rating and assigned a B1 to the proposed $2 billion credit
facility including a $150 million first lien senior secured
revolver and a $1.85 billion first lien term loan. Moody's
assigned a Caa1 rating to the $500 million second lien term loan.
Proceeds of the proposed credit facility, along with cash, will be
used to retire the existing first lien credit agreement and pay a
dividend of up to $750 million to the equity sponsor, Onex. The
outlook for the ratings is stable.

Moody's took the following rating actions:

Downgraded the Corporate Family Rating to B2 from B1;

Affirmed the B2-PD Probability of Default Rating

Assigned a B1, LGD3, 38% to the proposed $150 million revolver due
2018

Assigned a B1, LGD3, 38% to the proposed $1,850 million 1st lien
term loan due 2019

Assigned a Caa1, LGD5, 87% to the proposed $500 million 2nd lien
term loan due 2020

The ratings outlook is stable.

Ratings to be withdrawn upon repayment and termination:

$150 million first lien revolver due 2016, rating of B1, LGD3, 33%

$1,850 million first lien term loan due 2017, rating of B1, LGD3,
33%

Ratings Rationale:

The downgrade of the Corporate Family Rating primarily reflects
the significant increase in leverage as a result of the large
dividend being paid to shareholders. As a result of modest
expectations for EBITDA growth and Moody's view that a substantial
portion of excess free cash flow will go toward paying dividends
instead of to repay debt, Moody's sees limited prospects for
deleveraging and believes adjusted debt to EBITDA will remain
above 5.0 times for the next several years.

The B2 Corporate Family Rating is constrained by Carestream's
considerable financial leverage, as well as by adverse secular
trends in the company's traditional film business, which accounts
for roughly half of total revenues, as customers in developed
markets continue to transition towards digital imaging solutions.
This is offset somewhat by growth in emerging markets, where
demand for film-based medical products continues to grow. Further,
in the medical digital imaging and healthcare IT businesses,
Carestream competes with substantially larger and better
capitalized players. The ratings are also constrained by earnings
and cash flow volatility created by the company's sensitivity to
commodity prices, namely silver, as well as Carestream's history
of making dividends to the financial sponsor.

The ratings are supported by Carestream's leading market position
in medical and dental imaging products, its large revenue base and
diversified global operations. Carestream's ratings are also
supported by consistent and good free cash flow and its history of
innovation and successful new product launches. Carestream's
digital business will benefit from increased adoption of digital
imaging in US and Europe, however, the EBITDA margins and cash
flow in the digital business are lower than the traditional film
business due to greater R&D and SG&A investment.

If the company is able to more than offset the decline in the film
business with growth in its other businesses and/or repay debt
such that adjusted leverage is sustained below 5.0 times and free
cash flow to debt is sustained above 5%, Moody's could upgrade the
ratings.

Organic revenue declines or gross margin compression could result
in a downgrade of the ratings. A significant, sustained increase
in the price of silver could also pressure the ratings.
Specifically, if Moody's expects adjusted debt to EBITDA to be
sustained above 6.0 times or operating cash flow to debt to be
sustained below 5%, it could downgrade the ratings.

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

Carestream Health, Inc., headquartered in Rochester, New York is a
supplier of imaging and IT systems to medical and dental providers
as well as broader markets. Approximately 40% of revenue is
generated from the Medical Film business. The Medical Digital
business (31% of revenue) includes computed radiology (CR),
digital radiology (DR) systems and healthcare IT solutions.
Carestream's Dental segment (23% of revenue) includes the supply
of both film and digital products and services to the dental
industry. The company also manufactures products for some non-
healthcare related end markets (about 5% of revenue). The company
is owned by Toronto-based Onex Corporation ("Onex") and Onex
Partners II LP. For the twelve months ended March 31, 2013,
Carestream had revenues of $2.4 billion.


CARESTREAM HEALTH: S&P Assigns 'B+' Rating to $2BB First-Lien Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue rating to Rochester, N.Y.-based Carestream Health Inc.'s
proposed $2 billion first-lien debt, which comprises a
$150 million revolver and a $1.85 billion first-lien term loan.
The recovery rating is '2', indicating S&P's expectation of
substantial (70%-90%) recovery in a payment default scenario.  S&P
also assigned a 'B-' issue rating to the company's proposed
$500 million second-lien term loan.  The recovery rating on this
debt is '5', indicating S&P's expectation of modest (10%-30%)
recovery in a payment default scenario.

The 'B+' corporate credit rating on Carestream remains on
CreditWatch with negative implications, where S&P placed the
rating on May 21, 2013.  Following the completion of the
transaction, S&P anticipates lowering the corporate credit rating
by one notch to 'B' with a stable outlook.  The rating on the
proposed first-lien debt is one notch above the prospective 'B'
corporate credit rating and the rating on the proposed second-lien
debt is one notch below the prospective 'B' corporate credit
rating.  The ratings on the company's existing senior secured debt
remain unchanged, and will be withdrawn upon repayment.

Carestream Health Inc. will be the borrower under the revolving
credit facility, and Onex Carestream Finance LP will be the
borrower under the first-lien and second-lien term loans.

"The negative CreditWatch listing on the Carestream corporate
credit rating reflects our belief that following the completion of
the dividend recapitalization transaction, Carestream will have a
materially weaker credit profile because of the increased debt
burden," said Standard & Poor's credit analyst Svetlana Olsha.
"We expect the outlook to be stable.  We expect to revise our view
of Carestream's financial risk profile to "highly leveraged" from
"aggressive" because of the increased debt combined with a very
aggressive financial policy stemming from private equity
ownership.  Our assessment of Carestream's business risk profile
as "weak" would not change.  Our assessment is that the company's
management and governance is "fair."

Pro forma for the transaction, S&P expects total debt to EBITDA
(adjusted to include operating leases and pension liabilities) at
closing to be about 5.8x and funds from operations to be in the
low teens.  S&P expects gradual improvement in these measures in
2013 and 2014 through a combination of debt reduction and profit
expansion, but we believe leverage will remain above 5x over that
period.  Credit measures we expect for the ratings would include
debt to EBITDA of 5x to 6x and FFO to total debt of about 10%.
This transaction and the company's historical dividends inform our
view of its very aggressive financial policy.

The ratings on Carestream remain on CreditWatch with negative
implications.  If the transaction closes as planned, S&P would
expect to lower the corporate credit rating by one notch to 'B',
with a stable outlook.  If the company does not complete the
proposed financing, S&P would withdraw the new issue ratings for
the proposed financing and reevaluate the CreditWatch listing and
ratings.


CEREPLAST INC: Incurs $18 Million Net Loss in First Quarter
-----------------------------------------------------------
Cereplast, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $18.04 million on $949,000 of net sales for the three months
ended March 31, 2013, as compared with a net loss of $2.38 million
on $103,000 of net sales for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $15.25
million in total assets, $30.69 million in total liabilities and a
a $15.43 million total shareholders' deficit.

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

                        http://is.gd/RvNG0x

                          About Cereplast

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

Cereplast disclosed a net loss of $30.16 million in 2012, as
compared with a net loss of $14 million in 2011.

HJ Associates & Consultants, LLP, in Salt Lake City, Utah, 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 recurring
losses, has a significant accumulated deficit, and has
insufficient working capital to fund planned operations.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

                        Bankruptcy Warning

"Our plan to address the shortfall of working capital is to
generate additional financing through a combination of refinancing
existing credit facilities, incremental product sales and raising
additional debt and equity financing.  We are confident that we
will be able to deliver on our plans, however, there are no
assurances that we will be able to obtain any sources of financing
on acceptable terms, or at all.

If we cannot obtain sufficient additional financing in the short-
term, we may be forced to curtail or cease operations or file for
bankruptcy," according to the Company's annual report for the year
ended Dec. 31, 2012.


CHART INDUSTRIES: Moody's Lifts CFR to 'Ba2' After AirSep Purchase
------------------------------------------------------------------
Moody's Investors Service upgraded Chart Industries, Inc.'s
corporate family rating to Ba2 from Ba3. The upgrade resolves the
review for upgrade initiated on July 24, 2012, upon the
announcement that Chart had reached an agreement to acquire AirSep
Corporation in an all cash transaction of $170 million.

Moody's also lowered the Speculative Grade Liquidity rating to
SGL-2 from SGL-1 reflecting good liquidity though relatively
weaker than last year due in part to lower cash reserves. The
rating outlook is stable.

Rating actions taken:

Upgrades:

Corporate Family Rating to Ba2 from Ba3

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

$300 million Senior Secured Revolving Credit Facility due 4/25/17
to Baa3 (LGD2, 20%) from Ba1 (LGD2, 18%)

$75 million Senior Secured Term due 4/25/17 to Baa3 (LGD2, 20%)
from Ba1 (LGD2, 18%)

Downgrades:

Speculative Grade Liquidity Rating, to SGL-2 from SGL-1

Ratings Rationale:

The upgrade of the corporate family rating to Ba2 reflects the
company's solid credit metrics, Moody's expectation of a continued
favorable operating environment for Chart's energy related
business, particularly in the US and China, and the contribution
of AirSep to the company's overall business profile. Chart's
credit profile benefits from a conservative capital structure
which employs relatively modest debt levels, largely comprised of
convertible notes at low cash interest rates, and meaningful cash
balances and revolver availability. Moody's anticipates that Chart
will continue to report credit metrics that are strong for the Ba2
rating category in 2013, including debt-to-EBITDA around 2.0 times
and EBIT-to-interest of over 7.0 times.

Moody's believes Chart's technological expertise in cryogenic
systems and equipment will enable it to take advantage of the
increasing demand for natural gas liquids that can be processed,
transported and stored using Chart equipment. While the company's
sales in its Energy and Chemicals, and Distribution and Storage
segments are expected to remain strong, these operating segments
are largely dependent on the capital expenditures of its customers
and are therefore prone to be volatile. The aforementioned
volatility factor coupled with limited end-market diversification
and the risk of debt-funded acquisitions constrain the rating,
however, downside risk is mitigated by Moody's view that the Ba2
rating can accommodate a debt-funded acquisition similar to the
size of AirSep, given Moody's expectation that Chart would utilize
free cash flow to reduce debt and restore credit metrics in the
periods following an acquisition.

The performance of the Biomedical segment has been negatively
impacted by macroeconomic weakness in Europe and delays in the
Medicare Competitive bidding process, which has slowed the pace of
sales as customers await the outcome of the bidding before placing
new orders. However, Moody's believes that the AirSep acquisition
in the long-term is a net positive. It should assist in
diversifying the company's sources of revenue, support cash flow
generation and help to improve credit metrics over time.

The Speculative Grade Liquidity Rating was downgraded to SGL-2
from SGL-1 to reflect good but somewhat weaker liquidity profile
due to lower cash balances and the potential that Chart's $250
million convertible notes may be exercisable in the near-term
based on recent equity trading prices. Chart would have to pay up
to the par value in cash, $250 million outstanding, in a scenario
where all of the notes are exercised. While Moody's believes the
probability of full conversion is low, Moody's would expect the
company to be able to utilize the $260m of revolving credit
facility availability (as of March 31, 2013) or cash to fund any
cash calls if holders chose to convert, forgoing future interest.
The SGL-2 rating is supported by Moody's belief that Chart will
continue to generate meaningful free cash flow, maintain good cash
balances, and continue very good cushion under its financial
covenants.

Upward rating momentum could develop if the company establishes a
longer track record of revenue and operating margin stability and
Moody's expects the company to sustain strong credit metrics
through a cyclical downturn in its key markets. The ratings could
be upgraded if debt-to-EBITDA was expected to be sustained below
2.5 times through the oil and gas investment cycle and EBIT-to-
interest over 8.0 times. Also important to positive rating
traction is maintenance of its strong liquidity profile including
effective working capital management.

The ratings could be downgraded if revenues and EBITDA sharply
contract such that Debt-to-EBITDA is expected to sustained above
3.25x, or EBITA-to-interest below 4.0 times. A large debt financed
acquisition that resulted in sustained -weaker credit metrics
could result in downward pressure.

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.

Chart Industries, Inc. is a global manufacturer of products used
for low temperature and cryogenic systems. Chart's products are
used in a multitude of energy, industrial, commercial and
scientific applications. It operates in three business segments:
Distribution and Storage (approximately 47% of 2012 revenues);
Energy and Chemicals (32%); and Biomedical (21%). Revenues for the
twelve months ending March 31, 2013 were roughly $1.1 billion.


CHINA GREEN: Incurs $177,000 Net Loss in First Quarter
------------------------------------------------------
China Green Creative, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $177,275 on $247,968 of revenues for the three
months ended March 31, 2013, as compared with net income of
$49,397 on $682,358 of revenues for the same period during the
prior year.

The Company's balance sheet at March 31, 2013, showed $6.63
million in total assets, $7.26 million in total liabilities and a
$629,368 total stockholders' deficiency.

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

                        http://is.gd/qWTfh6

                         About China Green

China Green Creative, Inc., located in Shenzhen, Guangdong
Province, People's Republic of China, is principally engaged in
the distribution of consumer goods and electronic products in the
PRC.

China Green disclosed net income of $635,873 on $6.87 million of
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $344,901 on $1.92 million of revenue during the prior
year.

Madsen & Associates CPA's, Inc., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company does not have the necessary
working capital to service its debt and for its planned activity,
which raises substantial doubt about its ability to continue as a
going concern.


CHINA TELETECH: Posts $61,800 Net Income in First Quarter
---------------------------------------------------------
China Teletech Holding, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of US$61,866 on $9.10 million of sales for the three
months ended March 31, 2013, as compared with net income of
$1.63 million on $3.03 million of sales for the three months ended
March 31, 2012.

The Company's balance sheet at March 31, 2013, showed
$2.29 million in total assets, $2 million in total liabilities and
$297,675 in total stockholders' equity.

WWC, P.C., in San Mateo, California, issued a "going concern"
qualification on the consolidated financial statements for the
period ended March 31, 2013.  The independent auditors noted that
the Company has incurred substantial losses, and has difficulty to
pay the PRC government Value Added Tax and past due Debenture
Holders Settlement, all of which raise substantial doubt about its
ability to continue as a going concern."

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

                       http://is.gd/cVXC3S

                        About China Teletech

Tallahassee, Fla.-based China Teletech Holding, Inc., is a
national distributor of prepaid calling cards and integrated
mobile phone handsets and a provider of mobile handset value-added
services.  The Company is an independent qualified corporation
that serves as one of the principal distributors of China Telecom,
China Unicom, and China Mobile products in Guangzhou City.

On June 30, 2012, the Company strategically sold its wholly-owned
subsidiary, Guangzhou Global Telecommunication Company Limited
("GGT"), to a third party.  GGT was engaged in the trading and
distribution of cellular phones and accessories, prepaid calling
cards, and rechargeable store-value cards.

China Teletech disclosed net income of US$53,542 on US$26.62
million of sales for the year ended Dec. 31, 2012, as compared
with a net loss of US$348,124 on US$18.84 million of sales for the
year ended Dec. 31, 2011.


COMMUNITY TOWERS: Dorsey & Whitney Approved as Substitute Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Community Towers I, LLC, to employ Dorsey & Whitney LLP
as general bankruptcy counsel, in substitution for Murray &
Murray, A Professional Corporation.

On Oct. 12, 2011, the Court approved the employment of Murray &
Murray under a general retainer.  Murray & Murray has ceased its
operations, and several of its attorneys have commenced employment
at Dorsey effective Jan. 14, 2013.

The hourly rates of Dorsey & Whitney's personnel are:

         John Walshe Murray               $590
         Robert A. Franklin               $460
         Thomas T. Hwang                  $310
         Law Clerks/Paralegals            $150

Prepetition, Dorsey did not receive any payments from any of the
Debtors or any of their affiliate.

To the best of Debtors' knowledge, Dorsey is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Counsel can be reached at:

         John Walshe Murray, Esq.
         Robert A. Franklin, Esq.
         Thomas T. Hwang, Esq.
         DORSEY & WHITNEY LLP
         305 Lytton Avenue
         Palo Alto, CA 94301
         Tel: (650) 857-1717
         Fax: (650) 857-1288
         E-mails: jwmurray@murraylaw.com
                  franklin.robert@dorsey.com
                  hwang.thomas@dorsey.com

                     About Community Towers I

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N.D. Calif. Lead Case No.
11-58944) on Sept. 26, 2011, in San Jose, California.  Community
Towers I disclosed $51,939,720 in assets and $39,479,784 in
liabilities as of the Chapter 11 filing.

In March 2013, the Court denied confirmation of the Debtors' Joint
Chapter 11 Plan.  Creditor CIBC Inc., voted against the Joint Plan
and opposed confirmation contending that the Joint Plan: (1)
improperly includes a third party release in violation of Section
524; (2) violates Section 1129(a)(11) because it is not feasible;
and (3) is not fair and equitable to CIBC because the interest
rate proposed to be paid is inadequate to compensate CIBC for the
risk inherent in its loan to Debtors.


COMPLETE HYDRAULIC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Complete Hydraulic Service & Sales, Inc.
        130 Commerce Drive
        Franklin, IN 46131

Bankruptcy Case No.: 13-04677

Chapter 11 Petition Date: May 2, 2013

Court: U.S. Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: David R. Krebs, Esq.
                  TUCKER, HESTER, BAKER & KREBS, LLC
                  One Indiana Square, Suite 1600
                  Indianapolis, IN 46204
                  Tel: (317) 833-3030
                  Fax: (317) 833-3031
                  E-mail: dkrebs@thbklaw.com

Scheduled Assets: $299,487

Scheduled Liabilities: $3,731,185

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/insb13-04677.pdf

The petition was signed by W. Randall Brown, president.


COMPREHENSIVE CARE: Files Form 10-Q, Had $1.4MM Net Loss in Q1
--------------------------------------------------------------
Comprehensive Care Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.40 million on $1.21 million of managed care
revenues for the three months ended March 31, 2013, as compared
with net income of $80,000 on $17.89 million of managed care
revenues for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $3.74
million in total assets, $27.85 million in total liabilities and a
$24.10 million total stockholders' deficiency.

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

                        http://is.gd/xvCaSk

Comprehensive Care filed an amendment to its quarterly report on
Form 10-Q for the period ended March 31, 2013, originally filed
with the Securities and Exchange Commission on May 20, 2013, to
correct the disclosure in the Original Form 10-Q to reflect that
the right of the lender to convert the Revolving Convertible
Promissory Note issued pursuant to the Senior Secured Revolving
Credit Facility applies only following the occurrence of an event
of default or otherwise with the consent of the borrower. A copy
of the corrected Note is available for free at:

                        http://is.gd/dLFora

                      About Comprehensive Care

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

Comprehensive Care disclosed a net loss attributable to common
stockholders of $6.99 million in 2012, as compared with a net loss
attributable to common stockholders of $14.08 million in 2011.

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


COMPUCREDIT HOLDINGS: Court Confirms Investors Rights to Discuss
----------------------------------------------------------------
According to Bracewell & Giuliani's Renee Dailey, social butterfly
investors have been anxiously awaiting the Supreme Court's
decision in CompuCredit Holdings on when similarly situated
investors can speak to each other without running afoul of
antitrust laws.  CompuCredit had argued that creditors should
Stop! In the Name of Antitrust, but the District Court and
Eleventh Circuit sang a different tune.  On May 28, 2013, the
Supreme Court declined to review the Eleventh Circuit's lyrics,
leaving intact the District Court's decision confirming investor's
rights to discuss amongst themselves.  So go ahead . . . chat it
up if there's Something to Talk About.

By way of background, in 2010 certain holders of CompuCredit
Holding's convertible senior notes sued CompuCredit alleging that
the company's proposed $25 million dividend to shareholders would
be in violation of the Uniform Fraudulent Transfer Act.  The court
denied the Noteholders' request for an injunction, and the company
made the dividend as planned.  The Noteholders amended the lawsuit
claiming, among other things, damages caused by the dividend.

After issuing the dividend, the Company launched a tender offer in
respect of the Notes, offering 35-50 cents on the dollar depending
on the series of Notes.  Only a small percentage of the Notes
tendered.  Following the tender offer, in various communications
to the company, the SEC and the Indenture Trustee, the Noteholders
questioned CompuCredit's solvency and its compliance with the
Indenture.  Additionally, the Noteholders communicated to the
company that they would likely accept 65-70 cents on the dollar
for their Notes, above the then trading price of 37-53 cents on
the dollar.

In response to these communications, CompuCredit commenced a
second lawsuit, in the United Stated District Court for the
Northern District of Georgia, alleging that the Noteholders'
collective actions violated the antitrust laws.  Specifically,
CompuCredit sought an order (1) finding that Noteholders had
violated the Sherman Act, and (2) requiring the Noteholders to
tender all of their Notes to CompuCredit at the prices paid in the
prior tender offer.

For those of you that were chatting it up in the United Airlines
case, this will sound familiar.  And perhaps you thought it was
well settled, we did.  In United, Judge Easterbrook held that
United's claim that the aircraft creditors had violated the
antitrust laws was "thin to the point of invisibility" and
creditors were entitled to negotiate jointly.  CompuCredit
attempted to distinguish its situation from that of United, noting
that it was not in bankruptcy and there was no ongoing default.
The District Court rejected that speech.  Specifically the
District Court held that the Noteholders' conduct, just like that
of the aircraft creditors in United, was an attempt to collect as
much as possible under their existing debt and that was not the
type of activity that implicated the antitrust laws.

CompuCredit appealed the District Court's decision to the United
States Court of Appeals for the Eleventh Circuit.  The Eleventh
Circuit was evenly divided on the issue and, therefore, affirmed
the District Court's decision.  CompuCredit then filed a Petition
for Writ of Certiorari with the Supreme Court seeking further
review of the District Court's decision. The Supreme Court has
discretion over which cases it hears, and declined to continue the
discussion.

So here are a few talking point takeaways:

The primary goals of the antitrust laws are to ensure a
competitive market and to protect commerce in the United States;

Discussions regarding amendments to debt documents or recovery
efforts on a loan already made or note already purchased do not
raise antitrust concerns; and

There is clear case law that the Sherman Act does not prohibit
creditors from coordinating efforts to protect their rights or
acting jointly in negotiations with a borrower or issuer, there is
no requirement that there first be a default under the relevant
documents or an ongoing bankruptcy proceeding.

So no matter which music speaks to you, Blondie, Bonnie Raitt,
Carly Rae Jepsen or Of Monsters and Men: Call your fellow
investors, you have Something to Talk About, Call Me Maybe, go
ahead and have those Little Talks.

Based in Atlanta, Georgia, CompuCredit Holdings Corporation --
http://www.compucredit.com/-- provides credit and related
financial services and products to underserved consumer credit
market in the United States.  The Company contracts with third-
party financial institutions to purchase the receivables relating
general purpose consumer credit cards issued by financial
institutions on a daily basis.  It was founded in 1996.


CONQUEST SANTA FE: June 4 Hearing to Approve Plan Outline
---------------------------------------------------------
The Bankruptcy Court will convene a hearing on June 4, 2013, at
2 p.m., to consider the adequacy of the Disclosure Statement
explaining Conquest Santa Fe, L.L.C.'s proposed Chapter 11 Plan.

As reported by the Troubled Company Reporter on April 8, 2013,
according to the Initial Disclosure Statement, the goal of the
Plan is to continue the operation of the Hotel which will allow
the Debtor to repay creditors.  Through the Plan, the Debtor
intends to modify the payment terms of secured and unsecured
creditors to allow for substantial payments to all allowed
prepetition claims over a period of years.

Under the Plan, the Secured Claim of LPP Mortgage, which the
Debtor disputes, will be allowed in the amount determined by the
Court, reduced by an offset of any damages awarded the Debtor by
the Court, against LPP.  Thereafter, LPP's entire Secured Claim
will be repaid, with interest, according to the same terms and
conditions it previously agreed to in the Loan Commitment.  The
terms were offered to the Debtor by LPP's predecessor, which terms
were assumed and accepted by LPP and the Debtor.

According to the Debtor, because LPP's claim will be repaid
according to previously agreed loan terms, without modification,
LPP's claim is not impaired.

Allowed general unsecured creditors will be paid an initial
distribution equal to 10% of each Allowed Claim within 12 months
after the Effective Date.  Conquest will make four equal quarterly
payments, beginning 90 days after the Effective Date, to complete
the initial distribution.  Beginning on the Effective Date, all
unpaid amounts of Allowed Claims will accrue interest at a rate
equal to 2.00% per annum, until paid in full.  Beginning on the
second anniversary of the Effective Date, and each year
thereafter, each claimant will receive an annual distribution,
equal to at least 10% of the Allowed Claim, plus accrued interest,
until paid in full.

Conquest's prepetition equity holders will continue their
ownership of this company post confirmation.

The Plan will be funded by future operation of the Debtor's
business.  It is anticipated that growth will be relatively slow
for the first year, post Effective Date, then be steady for a few
years thereafter, until the Hotel reaches a stabilized level.
"Most important, securing long term financing, according to the
terms agreed with LPP will allow the Debtor to operate profitably,
sufficient to make substantial and likely full repayment to all
creditors over the term of the Plan," the Debtor said.

The prior guarantors on the Construction Loan will sign new
guarantees for the permanent financing.  Additionally, they will
contribute additional monies, as and when needed, to support
operations and repay creditors.

A copy of the Initial Disclosure Statement is available at:

        http://bankrupt.com/misc/conquestsantafe.doc51.pdf

                      About Conquest Santa Fe

Conquest Santa Fe, LLC, filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-24937) in Tucson, Arizona, Nov. 16, 2012,
estimating at least $10 million in assets and liabilities.
Judge Eileen W. Hollowell presides over the case.  Lowell E.
Rothschild, Esq., Scott H. Gan, Esq., and Frederick J. Petersen,
Esq., at Mesch, Clark & Rothschild, P.C., in Tucson, Arizona,
serve as counsel to the Debtor.

The Debtor owns and operates the 92-room Hyatt Place Hotel on
Cerillos Road in Santa Fe, New Mexico, which opened for business
on May 25, 2010.


COOPER-BOOTH: PNC Seeks to Protect Funds From Seizure
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that PNC Bank NA started a lawsuit in bankruptcy court
contending that the $7.3 million in the Cooper-Booth Wholesale
Co. operating account seized by the U.S. Department of Homeland
Security is collateral for its $10.7 million in loans to the
convenience-store wholesaler.

Cooper-Booth filed for Chapter 11 protection after the seizure by
the federal government on the initiation of criminal forfeiture
proceedings.  Although the grounds for the seizure are under seal,
according to court papers the action was taken over alleged money
laundering.

PNC said in its May 24 complaint that the government can demand
the bank turn over the $7.3 million within 14 days of the issuance
of the warrant on May 14.

According to the report, the bank wants the bankruptcy court to
declare that it has a first lien on the funds in the bank account
representing collateral for its loan.

                     About Cooper Booth

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.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as bankruptcy counsel.
Executive Sounding Board Associates, Inc., is the financial
advisor.  Blank Rome LLP will represent the Debtor in negotiations
with federal agencies concerning the seizure warrant.

The Debtor estimated assets of at least $50 million and
liabilities of at least $10 million as of the bankruptcy filing.


CORD BLOOD: Unveils New Service Offering
----------------------------------------
Cord Blood America, Inc., launched a new service offering for the
storage of mesenchymal cells through its wholly owned subsidiary
CorCell Companies, Inc. (CorCell).  For additional information on
the new service offering please visit
http://www.corcell.com/education-center/cord-tissue/

"As we continue to evaluate the advancing science of stem cells,
it is clear to us that multiple sources, types, and potential
combinations of stem cells within the body are likely contributors
to the breakthroughs of tomorrow," said Joseph Vicente, president
of Cord Blood America, Inc.  "One such type of stem cell,
mesenchymal, is demonstrating great promise.  CorCell will provide
for the collection and storage of mesenchymal cells through the
cord tissue, and offer this service, branded CordMatrixTM, as both
a stand-alone offering and in combination with the umbilical cord
blood."

Geoffrey O'Neill, PhD, Tissue Bank Director at the Company
commented, "Until now, stem cell banking has focused on those
cells derived from cord blood, which are stored mainly for
treatment of hematological diseases, such as leukemia, for either
the baby or a closely tissue matched sibling by regenerating blood
cells following chemotherapy.  In contrast, the cord tissue
derived mesenchymal stem cells readily differentiate into other
tissues such as bone, muscle, neurons and cartilage and have great
potential in treating a variety of age-related degenerative
diseases such as osteoarthritis, heart disease and stroke.  What
is particularly exciting about these tissue derived stem cells is
their ability to more readily transplant across histocompatibilty
barriers, thus allowing members of the extended family, such as
grandparents, aunts and uncles, to use these cells in repairing
damaged tissue as they age.  Furthermore, mesenchymal cells can be
readily grown in the lab and may conceivably provide a limitless
supply of these cells for use by many family members from one
banked cord tissue."

Mr. Vicente concluded, "Domestically, roughly 10% of our total
revenue extends beyond our core offering of umbilical cord blood
banking.  We view this new extension of our service offerings as
part of an ongoing effort to position the Company as a diversified
stem cell company.  We will continue to evaluate our own
capabilities, science, and the competitive landscape to position
the Company for future growth and profitability."

                      About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

Cord Blood disclosed a net loss of $3.49 million on $5.99 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $6.51 million on $5.07 million of revenue during the
prior year.  The Company's balance sheet at March 31, 2013, showed
$6.37 million in total assets, $5.76 million in total liabilities
and $606,561 in total stockholders' equity.

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 sustained recurring operating losses and has
an accumulated deficit at Dec. 31, 2012.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


CORT JONES: 7th Cir. Rules in Favor of Peoples Bank in Lawsuit
--------------------------------------------------------------
In the appeals case PEOPLES NATIONAL BANK, N.A. v. BANTERRA BANK,
the U.S. Court of Appeals for the Seventh Circuit reversed a
district court order favoring Banterra Bank in a creditor priority
dispute over a certain mortgage and, in effect, upheld a previous
bankruptcy court order in the matter.
Cort and Lisa Jones obtained a $214,044 loan from Peoples National
Bank in 2004, secured by certain real property in a mortgage
recorded in November 2004.  By August 2008, the Joneses obtained
another $296,000 construction loan from Banterra Bank secured by a
second mortgage on the same property that secured the Peoples
loan.  The second mortgage was recorded on Sept. 3, 2008.

Banterra was aware of the Peoples first mortgage, but was not
aware that the Joneses obtained another $400,000 loan from Peoples
in 2007 secured by another real property in another mortgage
recorded on Dec. 14, 2007.

Banterra's difficulties arose from a cross-collateralization
clause present in the Peoples Loan 1 mortgage document.  On its
face, the document provides that the real estate property offered
by the Joneses to secure the Peoples Loan 1 was also to serve as
collateral for all other "obligations, debts . . . of Grantor to
Lender . . . whether now existing or hereafter arising . . . ."
Peoples Loan 2 appears to be just such a debt.  To be sure, the
maximum lien clause serves to limit the amount of indebtedness
that the property can secure, and the maximum indebtedness
permitted by the clause was equal to the amount of the initial
loan.

On Dec. 21, 2010, the Joneses filed a voluntary Chapter 11
bankruptcy petition.  On that day, the balance due on Peoples
Loan 1 was $115,044.  The Debtors received permission from the
Bankruptcy Court to sell the property securing the loan and so,
the property sold on May 31, 2011 for $388,500.

Out of the sale proceeds, Peoples asserted that it is entitled to
extract the balance due on Peoples Loan 1, as well as, by virtue
of the cross-collateralization clause, partial payment of Peoples
Loan 2, up to the $214,044 cap.  Banterra contended that the
cross-collateralization clause, insofar as it purports to secure
Peoples Loan 2 ahead of subsequent creditors, is invalid and
ineffective.

Peoples filed a complaint in Bankruptcy Court requesting that the
Court determine the priority of the parties' liens.  The
Bankruptcy Court found in favor of Peoples.  Banterra appealed to
the District Court, where Banterra prevailed.

The Seventh Circuit decision, penned by District James Judge
Zagel, held that "the Bankruptcy Court correctly identified the
dispositive question presented by these facts when it asked
'whether actual notice of a cross-collateralization clause in a
mortgage imparts inquiry notice as to the existence of other
obligations that may be covered by the security instrument.'"

A copy of the Seventh Circuit's May 20, 2013 Order is available at
http://is.gd/HAevaofrom Leagle.com.


COSTA BONITA: Court Denies Asociacion's Case Dismissal Bid
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico denied
creditor Asociacion de Condomnines de Costa Bonita's motion to
dismiss the Chapter 11 case of Costa Bonita Beach Resort Inc.,
provided that the Debtor:

   -- pay the amount ($17,449);

   -- pay the monthly maintenance fee ($15,846) as it becomes
      due; and

   -- pay additional amount ($2,000) for the past due
      postpetition fees.

In a separate order, the Hon. Enrique S. Lamoutte Inclan ordered
that the Debtor consign in the Court the amount of $17,449 as
stated at the hearing held on May 15, 2013.

As reported by the Troubled Company Reporter on April 24, 2013,
the creditor asked the Court to require the Debtor to pay $52,894,
or dismiss or convert the Debtor's case to Chapter 7.

On April 23, 2012, Asociacion requested from the Court the payment
of administrative expenses in the amount of $16,028.51 monthly.
The Creditor's motion was granted on May 31, 2012, but the Debtor
failed to make the payment.  As of April 18, 2013, the expenses
amount to $52,894.08.  Asociacion said the failure to comply with
the order has provoked irreparable damages to the Creditor.

The Debtor, according to Asociacion, made a payment in February
"for the amount of $10,472.08 and $5,556.43 both were returned for
lack of sufficient funds."

"The creditor does not own the means to keep maintaining the
premises and irreparable deterioration will be unstoppable,"
Asociacion said in court filings.  Asociacion added that the
situation can be reversed and the premises could be maintained in
clean and appealing conditions if the Debtor complies with their
responsibility to pay their share of the maintenance fee.

Asociacion said the only way the Debtors can reorganize is by
selling units, but the premises and communal areas need to be
on a healthy and appealing manner for the banks to lend and for
the future prospect to be willing to pay for the units.

                        About Costa Bonita

Costa Bonita Beach Resort, Inc., owns 50 apartments at the Costa
Bonita Beach Resort in Culebra, Puerto Rico.  It filed a
bankruptcy petition under Chapter 11 of the Bankruptcy Code for
the first time (Bankr. D.P.R. Case No. 09-00699) on Feb. 3, 2009.
During this case, the Court entered an Opinion and Order finding
that the Debtor satisfied all three (3) prongs of the Single Asset
Real Estate, and, as such is a SARE case subject to 11 U.S.C. Sec.
362(d)(3). The Court also entered an Order modifying the automatic
stay to allow creditor DEV, S.E., to continue in state court
proceedings for the removal of the illegal easement and the
restoration of DEV, S.E.'s land to its original condition by the
Debtor.  The first bankruptcy petition was dismissed on May 10,
2011 on the grounds that the Debtor failed to comply with an April
21, 2011 Order and the Debtor's failure to maintain adequate
insurance.  The case was subsequently closed on Oct. 11, 2011.

Costa Bonita Beach Resort filed a second bankruptcy petition
(Bankr. D.P.R. Case No. 12-00778) on Feb. 2, 2012, in Old San
Juan, Puerto Rico.  In the 2012 petition, the Debtor said assets
are worth $15.1 million with debt totaling $14.2 million,
including secured debt of $7.8 million.  The apartments are valued
at $9.6 million while a restaurant and some commercial spaces at
the resort are valued at $3.67 million.  The apartments serve as
collateral for the $7.8 million while the commercial property is
unencumbered.

Bankruptcy Judge Enrique S. Lamoutte presides over the 2012 case.
Charles Alfred Cuprill, Esq., serves as counsel in the 2012 case.
The petition was signed by Carlos Escribano Miro, president.


CTI FOODS: Moody's Assigns 'B2' CFR After LBO; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned CTI Foods Holding Co., LLC a B2
Corporate Family Rating and a B2-PD Probability of Default Rating
following the company's LBO. At the same time, Moody's assigned a
B2 rating to CTI's proposed 1st lien term loan and a Caa1 to its
proposed 2nd lien term loan. The rating outlook is stable.

In May 2013 Thomas H. Lee Partners and Goldman Sachs Merchant
Banking Division announced the acquisition of CTI Foods from prior
private equity sponsor, Littlejohn & Co. Post-LBO, CTI's leverage
is expected to be high at roughly 6.3 times (Moody's adjusted and
including a 25% preferred stock adjustment) for the twelve months
ended March 2013, pro-forma for the benefit of two 2012
acquisitions (CFP and AFA). Leverage without the preferred stock
adjustment is about 5.8 times for the same period. Moody's
believes credit metrics will improve over time, largely driven by
EBITDA growth in the near-term and debt repayment over the longer-
term. Moody's expects CTI to continue to invest in its east coast
expansion initiative, which is likely to lead to elevated capital
expenditures through FYE14, with accelerating de-leveraging
expected thereafter.

The following ratings were assigned to CTI Foods Holding Co., LLC
(subject to final documentation):

B2 Corporate Family Rating;

B2-PD Probability of Default Rating;

B2 (LGD3, 48%) to the $345 million First Lien Term Loan due 2020;
and

Caa1 (LGD6, 90%) to the $140 million Second Lien Term Loan due
2021.

The rating outlook is stable

All ratings for the previously existing CTI Foods Holding Co., LLC
will be withdrawn upon the completion of this transaction and
associated refinancing of the outstanding debt.

Ratings Rationale:

The B2 CFR is largely reflective of CTI's high leverage following
its LBO. The rating also considers the company's increasing size
and scale, solid operating track record, positive earnings trends
and improving customer, geographic, and product diversification.
CTI's rating is supported by relatively stable margins, which
benefit from the ability to pass through increases in commodity
costs to its customers, long-standing customer relationships and
recent success diversifying the customer base. The company's high
but improving geographic concentration, as well as its small scale
relative to larger and more diverse competitors, constrains the
rating. In addition, the company's financial policies are expected
to be relatively aggressive in accordance with its private equity
ownership. CTI maintains a good liquidity profile supported by
access to external liquidity and expectations of positive free
cash flow generation, which is expected to strengthen following a
period of elevated growth capital expenditures through FYE14. The
company also has good interest coverage, which is expected to
exceed 2.0 times during the next 12 to 18 months.

The B2 rating on the $345 million first lien term loan due 2020
benefits from its senior position in CTI's capital structure
relative to the second lien term loan and its junior position
relative to the company's unrated $100 million ABL. The Caa1
rating on the second lien term loan reflects its junior status
relative to the first lien term loan and ABL. The first and second
lien term loans have full guarantees issued by existing and future
wholly-owned domestic subsidiaries of the company. The capital
structure also includes preferred stock, which Moody's classifies
as a Basket D Hybrid (25% debt/75% equity).

The stable outlook reflects Moody's expectation that continued
volume strength and new business wins will drive improved
operating performance, and that the company will continue to
improve its customer diversification profile while enhancing its
East Coast presence. Further, the stable outlook assumes the
company's free cash flow generation will be constrained by growth
capital expenditures through FYE14, but that the company will
prioritize its use of free cash flow thereafter for debt
repayment.

The ratings could be upgraded if leverage can be sustained below
4.0 times (before the inclusion of preferred stock) accompanied by
a healthy liquidity profile.

The ratings could be downgraded if the company increases debt to
fund future acquisitions or shareholder-friendly initiatives prior
to de-leveraging. In addition, if Debt-to-EBITDA is sustained
above 6.0 times during the next 12 to 18 months (before in the
inclusion of preferred stock) or if liquidity weakens and ABL
borrowings increase materially, the ratings could be downgraded.

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

Headquartered in Wilder, Idaho, CTI Foods Holding Co., LLC (CTI)
manufactures food products primarily for the quick service
restaurant industry. CTI's principal products include pre-cooked
taco meat, steak and chicken fajita meat, pre-cooked and uncooked
hamburger patties, soups, sauces and dehydrated beans. CTI is in
the process of being purchased by Thomas H. Lee Partners and
Goldman Sachs Merchant Banking Division in May 2013 for
approximately $690 million. During the twelve month period ended
March 23, 2013, pro-forma for the inclusion of CFP and AFA Foods,
the company generated more than $1 billion in revenues.


CTI FOODS: S&P Assigns 'B' Rating to $345MM 1st-Lien Loan Due 2020
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Wilder, Idaho-based CTI Foods Holding Co. LLC.
The outlook is stable.

At the same, S&P assigned a 'B' issue-level rating to CTI's
proposed $345 million first-lien term loan due 2020.  The recovery
rating is '4', indicating S&P's expectation for average (30% to
50%) recovery in the event of a payment default.  S&P also
assigned a 'CCC+' issue-level rating to CTI's proposed
$140 million second-lien term loan due 2021, with a recovery
rating of '6', indicating S&P's expectation for negligible (0% to
10%) recovery in the event of a payment default.

S&P expects the company to use the net proceeds from these term
loans, along with about $215 million of equity, to repay CTI's
existing debt and equity (except for an approximately $7 million
equipment loan and certain existing equity being rolled over) and
pay fees and other expenses associated with the acquisition
transaction.

All ratings are based on proposed terms and are subject to review
of final documentation.  Following the close of this transaction,
S&P will withdraw the ratings on the company's existing
$40 million revolving credit facility due 2014 and $235 million
term loan B due 2015.

"Although our corporate credit rating and outlook on processed
food supplier CTI remain unchanged at this time, we acknowledge
that the proposed acquisition and recapitalization result in a
very significant increase in leverage, including an approximate
doubling of reported debt, which weakens the company's credit
metrics," said Standard & Poor's credit analyst Jeff Burian.
"However, we expect internally generated cash flow will enable CTI
to restore these measures to preacquisition levels. Additionally,
the new credit facility and ABL revolver will not have financial
maintenance covenants, thereby eliminating any potential covenant
and related liquidity concerns given the substantial increase in
debt."

The ratings on CTI reflect Standard & Poor's assessment of CTI's
narrow product focus, limited geographical diversification, modest
scale of operations, and high, but diminishing, customer
concentration.  The ratings also reflect the company's substantial
debt obligations, which will increase significantly as a result of
the proposed acquisition.  In addition, S&P treats the proposed
preferred stock units as 100% debt-like under its hybrid capital
criteria.

The stable outlook reflects S&P's expectation that CTI will
maintain adequate liquidity and positive cash flow generation, and
that adjusted leverage will gradually decline.


CUNNINGHAM LINDSEY: Moody's Retains Ratings After Incremental Loan
------------------------------------------------------------------
Cunningham Lindsey Group Limited (Cunningham Lindsey -- corporate
family rating B1, probability of default rating B1-PD) has
completed the syndication of an incremental $100 million borrowing
under the accordion feature of its existing senior secured term
loan.

The company plans to use net proceeds for general corporate
purposes, including debt repayment and potential acquisitions. The
new borrowing does not affect Cunningham Lindsey's corporate
family rating or its debt ratings, which include a Ba3 revolver
and first lien term loan rating and a B3 second lien term loan
rating under its senior secured credit facilities. The rating
outlook for Cunningham Lindsey is stable.

Ratings Rationale:

Cunningham Lindsey's ratings reflect the company's expertise in
loss adjusting services, global customer base, and broad
geographic diversification. With its worldwide network, the
company can manage claims across multiple jurisdictions for global
insurers and self-insured entities -- an offering that few
competitors can match. These strengths are tempered by high
financial leverage, historically modest earnings coverage and by
the uncertainty around long term capital targets given the
company's majority ownership by private equity firms who tend to
favor high levels of debt in the capital structure. Additionally,
the rating agency expects that Cunningham Lindsey will continue to
pursue a combination of organic growth and acquisitions. Moody's
notes that the acquisition strategy carries integration and
contingent risks (e.g., exposure to errors and omissions).

Cunningham Lindsey's ability to absorb the incremental borrowing
at its current rating level reflects the firm's healthy operating
margins and free cash flow, and EBITDA growth over the past
several years. Giving effect to the $100 million incremental
borrowing, pro forma adjusted debt-to-EBITDA ratio would increase
from current levels (6.3x as of December 31, 2012). The pro forma
leverage ratio is weak for Cunningham Lindsey's rating category
but tempered by a pro forma cash position associated with the
incremental borrowing and by borrowing capacity under its
revolving credit facilities ($65 million available at March 31,
2013). Moody's expects that proceeds from such borrowings would be
deployed over time for either debt repayment (concurrent with the
$100 million incremental borrowing, the company prepaid $25
million under its second lien term loan) or EBITDA-enhancing
acquisitions, and along with free cash flow generation, Moody's
expects the company will make significant progress towards
reducing leverage over the next 12 to 18 months.

Factors that could lead to an upgrade of Cunningham Lindsey's
ratings include: (i) adjusted (EBITDA - capex) coverage of
interest exceeding 3x, (ii) adjusted free-cash-flow-to-debt ratio
exceeding 8%, and (iii) adjusted debt-to-EBITDA ratio below 4x.

Factors that could lead to a rating downgrade include: (i)
adjusted (EBITDA - capex) coverage of interest below 1.5x, (ii)
adjusted free-cash-flow-to-debt ratio below 5%, or (iii) adjusted
debt-to-EBITDA ratio remaining above 5.0x.

Giving effect to the incremental facility, Cunningham Lindsey's
ratings (and revised loss given default (LGD) assessments) are as
follows:

Corporate family rating B1;

Probability of default rating B1-PD;

$140 million first-lien revolving credit facility Ba3 (LGD3, 40%);

$509 million first-lien term loan Ba3 (LGD3, 40%);

$85 million second lien term loan B3 (LGD5, 89%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers and Service Companies
published in February 2012.

Based in Tampa, FL, Cunningham Lindsey is a leading provider of
independent loss adjusting and claim management services
worldwide. In addition to its core loss adjusting services,
Cunningham Lindsey provides loss adjusting, claims management, and
valuation and related services. Cunningham Lindsey generated total
revenues of $197 million and net income of $4.7 million in the
first quarter of 2013, compared to $207 million and $6.2 million,
respectively, in the first quarter of 2012. Shareholders' equity
was $352 million as March 31, 2013.


D.J. CHRISTIE: $1.8MM Settlement With Meyer, Pratt Approved
-----------------------------------------------------------
D.J. Christie, Inc., et al., won bankruptcy court approval of a
$1.825 million settlement with Alan E. Meyer and John R. Pratt in
a May 17, 2013 order available at http://is.gd/pdD9n3from
Leagle.com.

The settlement essentially resolves a $7.17 million claim held by
Messrs. Meyer and Pratts.

The parties' dispute stemmed from a failed joint venture to build
an apartment project, called The Bluffs, in Junction City, Kansas.
It resulted in a federal litigation, Alan E. Meyer, et al. v.
David J. Christie, et al. (Case No. 07-2230, Kan. Dist.).  There
are two related bankruptcy filings -- In re D.J. Christie, Inc.
and In re The Bluffs, both pending in the Kansas bankruptcy court.
The District Court issued judgment in the Federal Litigation in
favor of the plaintiffs for actual damages of $7.17 million, $100
in punitive damages, post-judgment interests and costs.  On
appeal, the U.S. Court of Appeals for the Tenth Circuit affirmed
the trial court ruling in April 2011.

Creditors of Mr. Meyer obtained substantial interests in the
judgment entered in his favor.  In early May 2011, the Christie
Parties acquired assignments of judgments entered in Iowa courts
against Messrs. Meyer, Pratt and others on six dates in 2010.

On May 20, 2011, D.J. Christie commenced a Chapter 11 bankruptcy
proceeding (Bankr. D. Kan. Case No. 11-40764).  In July 2011, the
Debtor sued Messrs. Meyer and Pratt, David J. Christie, Alexander
Glenn, and Washington International Insurance Company alleging
that the Debtor is entitled to an offset of its liability on the
Federal Judgment based on the Iowa Judgments.  Liberty Bank,
F.S.B, was allowed to intervene in the lawsuit.

The settling parties agreed on the terms of the settlement in late
2012.  The settlement provides that the Iowa Judgments will be
offset in full against the Federal Judgment and the Christie
Parties agree to pay Messrs. Meyer and Pratt $1.825 million in
cash, which includes release of the interpleaded funds of
approximately $884,000.

Bankruptcy Judge Dale L. Sommers has been advised that the
additional required cash will be provided by Mr. Christie,
apparently obtained through a loan secured by a mortgage on his
exempt Kansas residence. The Bankruptcy Court has also been
advised that the distribution of the cash will be approximately
$1 million to the Bickel & Brewer law firm -- the holder of claims
against Messrs. Meyer and Pratt for at least 40% of the recovery
on the Federal Judgment; approximately $411,000 in partial
satisfaction of the Payment Assignments of Mr. Meyer to certain of
his third-party creditors; and approximately $411,000 to Mr.
Pratt.


DATAJACK INC: Incurs $249,000 Net Loss in First Quarter
-------------------------------------------------------
Datajack, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $249,405 on $576,520 of revenues for the three months ended
March 31, 2013, as compared with a net loss of $2.63 million on
$653,380 of revenues for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $1.90
million in total assets, $4.77 million in total liabilities and a
$2.87 million total shareholders' deficit.

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

                        http://is.gd/zR8M0L

DataJack, Inc. (formerly Quamtel, Inc.) and its subsidiaries was
incorporated in 1999 under the laws of Nevada as a communications
company offering, a comprehensive range of mobile broadband and
communications products.

The Company offers secure nationwide mobile broadband wireless
data transmission services primarily under the DataJack brand.
Through DataJack, the Company offers low cost, no contract, mobile
broadband with various data plans.  The Company's DataJack service
is offered primarily through two devices - the DataJack WiFi
Mobile Hotspot that can connect up to 5 Wi-Fi enabled devices and
the DataJack USB, a Plug and Play USB Device.

In its report on the 2011 financial statements, RBSM LLP, in New
York, New York, expressed substantial doubt about Quamtel's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
in the current year and also in the past.

The Company reported a net loss of $4.49 million on $1.93 million
of revenues for 2011, compared with a net loss of $10.05 million
on $2.18 million of revenues for 2010.


DIALOGIC INC: Has Waivers From Lenders Over Form 10-Q Late Filing
-----------------------------------------------------------------
Dialogic Inc. and Dialogic Corporation, a wholly owned subsidiary
of the Company, entered into a Waiver Agreement in connection with
a Third Amended and Restated Credit Agreement with Obsidian, LLC,
Special Value Expansion Fund, LLC, Special Value Opportunities
Fund, LLC and Tennenbaum Opportunities Partners V, LP, as lenders.
Pursuant to the TCP Waiver, the Term Lenders agreed to waive
certain events of default under the Term Loan Agreement related to
the Company's inability to timely file its Form 10-Q for the
fiscal quarter ended March 31, 2013, and failure to deliver
financial statements in a timely manner for the quarter ended
March 31, 2013.

On May 21, 2013, the Company and Dialogic Corporation entered into
a Consent Agreement relating to a certain Credit Agreement, dated
as of March 5, 2008, as amended, with Wells Fargo Foothill Canada
ULC, as administrative agent, and certain lenders.  Pursuant to
the Wells Consent, the Revolving Credit Lenders agreed to extend
the period for the Company to timely file its Form10-Q for the
fiscal quarter ended March 31, 2013, and to extend the time for
the Company to deliver its financial statements for the quarter
ended March 31, 2013.

On May 16, 2013, the Company filed Form 12b-25 with the Securities
and Exchange Commission stating that it will not timely file its
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2013, due to the fact that it has been reviewing certain
dates and terms related to shipment of its products during 2012
and the first quarter of 2013 to ensure that revenue was
recognized in the correct period.  Due to the timing of the
review, the Company would not be able to file the Form 10-Q by the
extended deadline without unreasonable effort or expense.  The
Company is still in the process of evaluating the impact this may
have, if any, on the effectiveness of its internal control over
financial reporting.  The Company is not currently aware of any
facts that it believes would be material to the March 31, 2013,
consolidated financial statements or that would cause it to change
its reported results for any prior period.

                           About Dialogic

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

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

                        Bankruptcy Warning

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


DOGWOOD PROPERTIES: Graham Cox Approved Associated Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
authorized Dogwood Properties, G.P., to employ as associated
counsel Graham Cox, a lawyer and Certified Public Accountant in
the states of Tennessee and Georgia.

Mr. Cox will, among other things, give the Debtor legal advice
with respect to its powers and duties as debtor in possession in
the continued management of its property, including, without
limitation, to advise and to consult with the Debtor concerning
questions arising in the administration of the estate and its
rights and remedies with regard to the estate's assets and the
claims of secured and unsecured creditors, and the parties in
interest.

Certain attorneys and other personnel within the firm will provide
representation at their standard hourly rates, subject to
condition that the total cost of legal services and expenses for
Debtor's Bankruptcy Counsel will not exceed $64,000, exclusive of
appraisal fees.  Mr. Cox's hourly rate for legal services is $200.

The Debtor says that Mr. Cox represents no interest adverse to the
Debtor as Debtor in possession or the estate in the matters upon
which he is to be engaged for the debtor in possession and his
employment would be in the best interest of this estate.

                           About Dogwood

Dogwood Properties, G.P., owns and operates 110 single-family
rental homes, all located in Shelby and DeSoto counties in
Tennessee.  The total value of its real estate holdings is
estimated to be $9,985,000.  Dogwood has nine secured lenders who
are owed a total of approximately $14,486,000.

Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 13-21712) on Feb. 16, 2013.  Judge Jennie D. Latta
presides over the case.  Gotten, Wilson, Savory & Beard, PLLC,
serves as the Debtor's counsel.


DOGWOOD PROPERTIES: Hires Ronny J. Brower as Accountant
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
authorized Dogwood Properties, G.P., to employ Ronny J. Brower,
CPA as accountant.

Mr. Brower will assist the Debtor to prepare tax returns and to
perform other accounting services.

Mr. Brower will charge a flat fee of $5,000 for the preparation of
the Debtor's 2012 Income tax return.

To the best of the debtor's knowledge, Mr. Brower has no
connection with the Debtor, his creditors or any other party-in-
interest concerning any matters upon which he is to be retained.

                           About Dogwood

Dogwood Properties, G.P., owns and operates 110 single-family
rental homes, all located in Shelby and DeSoto counties in
Tennessee.  The total value of its real estate holdings is
estimated to be $9,985,000.  Dogwood has nine secured lenders who
are owed a total of approximately $14,486,000.

Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 13-21712) on Feb. 16, 2013.  Judge Jennie D. Latta
presides over the case.  Gotten, Wilson, Savory & Beard, PLLC,
serves as the Debtor's counsel.


DOGWOOD PROPERTIES: Hires Russell W. Savory as Ch. 11 Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
authorized Dogwood Properties, G.P. to employ  the firm of
Gotten, Wilson, Savory & Beard, PLLC, particularly Russell W.
Savory, as Chapter 11 counsel.

Attorneys and other personnel within the firm will provide
representation at their standard hourly rates, subject to
condition that the total cost of legal services and expenses for
Debtor's Bankruptcy counsel will not exceed $64,000, exclusive of
appraisal fees.  Mr. Savory's hourly rate for legal services is
$275.

GWSB represents no interest adverse to the Debtor or the estate in
the matters upon which it is to be engaged for the debtor in
possession and its employment would be in the best interest of
this estate.

                           About Dogwood

Dogwood Properties, G.P., owns and operates 110 single-family
rental homes, all located in Shelby and DeSoto counties in
Tennessee.  The total value of its real estate holdings is
estimated to be $9,985,000.  Dogwood has nine secured lenders who
are owed a total of approximately $14,486,000.

Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 13-21712) on Feb. 16, 2013.  Judge Jennie D. Latta
presides over the case.  Gotten, Wilson, Savory & Beard, PLLC,
serves as the Debtor's counsel.


DOLE FOOD: Fitch Affirms, Withdraws 'B+' Issuer Default Ratings
---------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn its 'B+' Issuer Default
Ratings (IDRs) on Dole Food Co., Inc. (Dole; NYSE DOLE) and Dole's
wholly-owned subsidiary Solvest Ltd. Fitch has decided to
discontinue the ratings, which are uncompensated.
These actions resolve the placement of Dole's ratings on Rating
Watch Positive on Sept. 19, 2012. The Rating Outlook is Stable.

At March 23, 2013, Dole had $1.6 billion of total debt.  On
April 1, 2013, the company used proceeds from the sale of its
worldwide packaged foods and Asia fresh produce business to ITOCHU
Corp. for $1.685 billion to pay off all of this debt. This debt
included a secured credit facility that Fitch rated 'BB+/RR1',
third-lien notes that Fitch rated 'BB/RR2', and senior unsecured
notes that Fitch rated 'B-/RR6'.

Dole also recapitalized its balance sheet with an amended and
restated credit facility dated May 2, 2013. The credit facility
includes a $675 million term loan due April 1, 2020 and a $180
million revolver due April 1, 2018. Fitch estimates that pro forma
total debt is $675 million.

Key Rating Drivers:

Dole's ratings reflect its position as a leading international
commodity produce company and its substantially lower debt level.
These positives are balanced against Dole's volatile operating
earnings and cash flow and limited diversification following the
divestiture of its higher margin worldwide packaged foods business
and its Asia fresh operations.

Ratings incorporate Fitch's view that Dole's total debt-to-
operating EBITDA can be maintained in the low 4.0x range or less
in most years should the company maintain its debt balance near
pro forma levels. Dole's low relative margins and periodic
generation of negative free cash flow (FCF) are also factored into
the ratings.

Dole's remaining fresh fruit and fresh vegetables operations
generate approximately $4.2 billion of annualized sales. Fitch
expects EBITDA margins to be in the mid-single digit range during
normal operating cycles. For 2013, Dole expects EBITDA to
approximate the low end of its $150 million - $170 million
guidance range. The estimate reflects an extremely challenging
operating period characterized by competitive banana pricing in
North America and the impact of adverse weather on its strawberry
business.

Fitch believes Dole's EBITDA could increase towards $200 million
over the intermediate term, despite the fact that earnings from
continuing operations have been weak for two consecutive years.
Drivers to improvement include more rational banana pricing in
North America, balanced banana supply, and reduced overhead and
operational costs as a smaller more streamlined organization. Dole
expects to realize $20 million of sustainable cost savings by the
end of 2013 and is developing other initiatives and operational
programs to capture additional future savings.

Dole's cash flow will benefit from lower interest expense
following the payoff of its high coupon debt and its recapitalized
balance sheet. The company's new credit facility is leveraged-
based at a range of LIBOR plus 2.50% to 2.75% with a LIBOR floor
of 1% on the term loan. Dole expects capital expenditures (CAPEX)
to approximate $170 million in 2013 as it strategically invests in
its farm assets and expands its port in Ecuador but has indicated
that normal annual CAPEX will be in the $65 million to $70 million
range.

Dole should be able to generate modest FCF in most years, given
lower on-going interest expense and lower required CAPEX, even
though FCF is likely to be negative again in 2013. On May 28, Dole
announced the acquisition of three new specialty built
refrigerated container ships for its U.S. West Coast operations
for approximately $165 million. The company also indefinitely
suspended its previously announced $200 million share repurchase
authorization. Fitch anticipates that the purchase will be
financed with cash previously earmarked for share repurchases.

Dole is targeting $175 million - $200 million of proceeds from the
marketing of approximately 20,600 acres of non-core Hawaiian land
not currently being farmed. Funds, which will be received over the
next few years, are expected to be reinvested in its business.
Following these asset sales, Dole will continue to maintain a
substantial asset base of farm land, manufacturing facilities,
ships, containers, ports, and other buildings.

Credit Statistics, Liquidity and Debt Terms:
Dole indicated that its pro forma net leverage, following the debt
reduction and recapitalization of its balance sheet subsequent to
quarter end, approximates 2.9x. At March 23, 2013, Dole's
liquidity consisted of $101.1 million of cash and $176.3 million
of availability under its then existing $350 million revolving ABL
facility set to expire July 8, 2016. ABL availability reflected a
borrowing base of $337.5 million, $85.9 million of letters of
credit, and $75.3 million of drawings. Following Dole's
recapitalization, the company's liquidity is supported by a new
$180 million secured revolver divided between domestic and off-
shore borrowings that expire April 1, 2018.

The U.S. loans for Dole's new credit agreement are secured by
substantially all U.S. assets of Dole and its domestic
subsidiaries while the offshore loans are also secured by certain
assets of Dole's Bermuda subsidiaries. Financial maintenance
covenants include a maximum consolidated net leverage ratio of
5.0x and a minimum consolidated interest coverage ratio of 2.5x.


DOTSON 10S: Ala. Supreme Ct. Issues Writ of Mandamus for Eagertons
------------------------------------------------------------------
The Supreme Court of Alabama granted a petition for a writ of
mandamus directing the Baldwin Circuit Court to enter judgment in
favor of Fred G. and Nancy Eagerton and against SE Property
Holdings, LLC, consistent with the Supreme Court's mandate in
Eagerton v. Vision Bank, 99 So.3d 299 (Ala. 2012) (Eagerton I).

SE Property Holdings is the successor by merger of Vision Bank.

The Eagerton I case revolved around two loans, totaling about
$770,000, that Dotson 10s LLC obtained from Vision Bank in 2007
and 2008 to fund a tennis club facility in Fairhope, Alabama.  The
loans are secured by a real property located at 142 Clubhouse
Drive.  Dotsons LLC are owned by John W. Dotson, Jr. and Elizabeth
E. Dotson.  Dotsons LLC defaulted on the loans in 2009 and Vision
Bank filed a breach of contract action against the Dotsons as
personal guarantors of the loans and the Eagertons as personal
guarantors of the first loan.  The Eagertons are the parents of
Elizabeth.

Dotsons LLC went on to file for bankruptcy in May 2009 and
eventually, confirmed a bankruptcy plan late in the same year.
Dotsons LLC however defaulted under the bankruptcy plan in 2010
and Vision Bank was able to foreclose and purchase the Property
for $600,000 and applied the proceeds to the consolidated loan.

On Vision Bank's motion, the Baldwin Circuit Court, in May 2011
entered a summary judgment order providing that the Eagertons were
responsible under their guaranty contracts for the deficiency
remaining on the consolidated claim after allocation of the
foreclosure proceeds to the amount of $208,906.

On appeal, the state Supreme Court, in Eagerton I, held that the
Eagertons were discharged from further obligations under their
guaranty contracts when their original loan was modified pursuant
to the Chapter 11 organization of Dotsons LLC.

After the Supreme Court remanded the cause to the trial court, the
Eagertons filed a renewed motion for a summary judgment.  SE
Property opposed the move.  After allowing additional discovery,
the trial court on Dec. 5, 2012, denied Eagerton's motion for a
summary judgment.  And to this, the Eagertons filed a petition for
a writ of mandamus.

In a May 17, 2013 Order, available at http://is.gd/cbsS24from
Leagle.com, Justice Michael F. Bolin, who penned the Supreme Court
decision, agrees with the Eagertons' assertion that the relevant
facts on appeal in Eagerton I were largely undisputed, and said
the Eagertons are clearly entitled to a summary judgment based on
its mandate in Eagerton I.  Ultimately, the Supreme Court granted
the petition for writ of mandamus and directed the trial court to
vacate its Dec. 5 denial order and to enter a judgment in favor of
the Eagertons.

Alabama Chief Justices Roy Moore and Justices Lyn Stuart, Tom
Parker, Glenn Murdock, Greg Shaw, James Allen Main, Kelli Wise,
and Tommy Bryan concurred with the decision.

The matter is Ex parte Fred G. Eagerton and Nancy Eagerton (In re:
SE Property Holdings, LLC v. Fred G. Eagerton et al.), No. 1120394
(Ala.).


DYNASIL CORP: In Violation of Covenants, In Talks with Lenders
--------------------------------------------------------------
Dynasil Corporation of America is not in compliance with its
financial covenants under its loan agreements with its lenders and
the Company is in payment default with its subordinated lender.
The Company's lenders may exercise one or more of their available
remedies, including the right to require the immediate repayment
of all outstanding indebtedness.

As of March 31, 2013, the Company had approximately $8 million of
indebtedness with Sovereign Bank, N.A., and $3.0 million of
indebtedness with Massachusetts Capital Resource Company, which is
subordinated to the Sovereign Bank loan.  This indebtedness is
secured by substantially all of the Company's accounts and assets
and is guaranteed by its subsidiaries.

As of March 31, 2013, Dec. 31, 2012, and Sept. 30, 2012, the
Company is in violation of certain financial covenants contained
in each of the loan agreements that require it to maintain certain
ratios of earnings before interest, taxes, depreciation and
amortization to fixed charges and to total/senior debt.
Additionally, although the Company continues to be current with
all principal and interest payments with Sovereign Bank, as of
March 31, 2013, the Company was delinquent on two months of
interest payments on the Company's $3 million note from
Massachusetts Capital Resource Company.

As of March 31, 2013, neither of the Company's lenders has
accelerated its payment obligations or taken any of the actions.

The Company is in discussions with its senior lender regarding its
current non-compliance under the loan agreement.

"If our lenders were to accelerate our debt payments, our assets
may not be sufficient to fully repay the debt and we may not be
able to obtain capital from other sources at favorable terms or at
all.  If additional funding is required, this funding may not be
available on favorable terms, if at all, or without potentially
very substantial dilution to our stockholders.  If we do not raise
the necessary funds, we may need to curtail or cease our
operations, sell certain assets and/or file for bankruptcy, which
would have a material adverse effect on our financial condition
and results of operations," according to the Company's quarterly
report for the period ended March 31, 2013.

                           About Dynasil

Watertown, Mass.-based Dynasil Corporation of America (NASDAQ:
DYSL) -- http://www.dynasil.com/-- develops and manufactures
detection and analysis technology, precision instruments and
optical components for the homeland security, medical and
industrial markets.

The Company reported a net loss of $4.30 million for the year
ended Sept. 30, 2012, as compared with net income of $1.35 million
during the prior fiscal year.  The Company's balance sheet at
March 31, 2013, showed $28.27 million in total assets, $17.07
million in total liabilities and $11.19 million in total
stockholders' equity.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012, citing default with the financial
covenants under the Company's outstanding loan agreements and a
loss from operations which factors raise substantial doubt about
the Company's ability to continue as a going concern.


EAST COAST BROKERS: Murray Wise Approved as Financial Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized East Coast Brokers & Packers, Inc., to employ Murray
Wise Associates, LLC as financial advisor and real estate broker.

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.  Scott A. Stichter, Esq.,
at Stichter, Riedel, Blain & Prosser, in Tampa, serves as counsel
to the Debtors.  According to the docket, the Chapter 11 plan and
disclosure statement are due July 5, 2013.


EAST END: Court Denies 50% Owner's Motion to Dismiss Case
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
early last month denied 21 West Water Street Holdings, Inc.'s
motion for an order dismissing East End Development, LLC's case.

On April 3, 2013, the Debtor filed a notice of settlement of
proposed order denying the motion to dismiss.

21 Water, a 50% interest holder of the Debtor, sought the
dismissal of the Debtor's case, citing bad faith filing.
According to 21 Water, the filing was intentionally crafted to
avoid providing any notice of the instant Chapter 11 filing to 21
Water.

21 Water stated that, among other things, the Debtor wasn't
authorized to file for Chapter 11 bankruptcy relief because its
operating agreement required the prior consent of a majority of
its membership interests which the Debtor admittedly failed to
obtain.

                    About East End Development

East End Development, LLC, the owner of a 90% completed
condominium in Sag Harbor, New York, filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 12-76181) in Central Islip, New York, on
Oct. 12, 2012.  Klestadt & Winters LLP represents the Debtor in
its restructuring efforts.  Edifice Real Estate Partners, LLC
serves as its construction consultant.  The Debtor disclosed
$27,300,207 in assets and $35,344,416 in liabilities in its
schedules.


EAU TECHNOLOGIES: Incurs $282,800 Net Loss in First Quarter
-----------------------------------------------------------
EAU Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $282,806 on $631,853 of total revenues for the three
months ended March 31, 2013, as compared with a net loss of
$557,995 on $75,694 of total revenues for the same period during
the prior year.

The Company's balance sheet at March 31, 2013, showed
$2.27 million in total assets, $8.48 million in total liabilities
and a $6.20 million total stockholders' deficit.

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

                        http://is.gd/GPXPsZ

                      About EAU Technologies

Kennesaw, Ga.-base EAU Technologies, Inc., is in the business of
developing, manufacturing and marketing equipment that uses water
electrolysis to create non-toxic cleaning and disinfecting fluids
for food safety applications as well as dairy drinking water.

EAU Technologies disclosed a net loss of $2.03 million on $471,209
of total revenues for the year ended Dec. 31, 2012, as compared
with a net loss of $3.04 million on $1.90 million of total
revenues during the prior year.

HJ & Associates, LLC, in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that Company has a working capital deficit, a deficit in
stockholders' equity and has sustained recurring losses from
operations which raise substantial doubt about the Company's
ability to continue as a going concern.


ECO BUILDING: Incurs $1.2 Million Net Loss in March 31 Quarter
--------------------------------------------------------------
ECO Building Products, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.19 million on $1.71 million of total revenue for
the three months ended March 31, 2013, as compared with a net loss
of $2.21 million on $1.08 million of total revenue for the same
period during the prior year.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $9.03 million on $4.14 million of total revenue, as
compared with a net loss of $3.68 million on $2.08 million of
total revenue for the nine months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $3.19
million in total assets, $11.85 million in total liabilities and a
$8.66 million total stockholders' deficit.

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

                       http://is.gd/kRnWHa

                        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.


ECOSPHERE TECHNOLOGIES: Incurs $2.5MM Net Loss in First Quarter
---------------------------------------------------------------
Ecosphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $2.50 million on $861,619 of total revenues for the
three months ended March 31, 2013, as compared with net income of
$746,781 on $8.36 million of total revenues for the three months
ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $9.66
million in total assets, $6.45 million in total liabilities, $3.65
million in total redeemabable convertible cumulative preferred
sotck, and a $453,324 total deficit.

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

                       http://is.gd/4kq0mx

                   About Ecosphere Technologies

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

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

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


EGPI FIRECREEK: Incurs $6.1 Million Net Loss in 2012
----------------------------------------------------
EGPI Firecreek, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-Q disclosing a net loss of
$6.08 million on $124,157 of total revenue for the year ended
Dec. 31, 2012, as compared with a net loss of $4.97 million on
$293,712 of total revenue for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.33 million
in total assets, $6.82 million in total liabilities, all current,
$1.86 million in series D preferred stock, and a $7.36 million
total shareholders' deficit.

M&K CPAS, PLLC, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that he Company has suffered
recurring losses and negative cash flows from operations that
raise substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/NXyicn

                        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.


ELBIT IMAGING: Bank Leumi Plans to Terminate Credit Lines
---------------------------------------------------------
Elbit Imaging Ltd. said that, further to the Company's
announcement dated March 20, 2013, that it has received a notice
from Bank Leumi le-Israel B.M., which the Company vigorously
reject, stating that the Bank plans to exercise its rights to
withdraw the securities deposited by the Company in its securities
accounts with the Bank as security for the Company's obligations
to the Bank (and which has market price value equals to
approximately NIS 8 million (approximately $2.2 million)), and
sell those securities to partially offset the Company's
outstanding obligations to the Bank in the approximate amount of
$12.9 million.  The Company denies the Bank's rights and in
particular, its claim that allegedly, the Bank holds the
securities as a security.

In addition, the Company has received a series of notices from the
Bank stating that, beginning May 27, 2013, the Bank will terminate
the credit lines provided by the Bank to certain accounts
maintained by the Company and two of its subsidiaries at the Bank
and that following that date any outstanding interest remaining in
those accounts will begin accruing interest at an extraordinary
rate, despite the fact that those subsidiaries have credit balance
in those accounts.  The Company intends to vigorously reject and
defend those claims and demands.

                        About Elbit Imaging

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

Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08
million of total revenues for the year ended Dec. 31, 2012, as
compared with a loss of NIS247.02 million on NIS586.90 million of
total revenues for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed NIS7.09
billion in total assets, NIS5.67 billion in total liabilities,
NIS309.60 million in equity to holders of the Company and NIS1.11
billion in noncontrolling interest.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about Elbit Imaging's ability to continue as a
going concern following the financial results for the year ended
Dec. 31, 2012.

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

"These matters raise substantial doubt about the Company's ability
to continue as a going concern."


ELITE PHARMACEUTICALS: COO and President Resigns
------------------------------------------------
Elite Pharmaceuticals, Inc., said that Chris Dick will step down
as President and Chief Operating Officer and as a member of the
Board of Directors, effective May 24, 2013.  Mr. Dick will remain
as a consultant with Elite to ensure a smooth transition while the
Board conducts a search for a permanent replacement.

"We thank Chris for his contributions to Elite, especially the
passion, dedication and energy he brought to the Company every
single day," said Jerry Treppel, Elite's Chairman and CEO.  "Chris
has worked hard to successfully turn the company around through
very challenging circumstances, secured two very important patents
for our abuse deterrent technology and advanced the development of
this technology through commercial scale up.  We appreciate Chris'
leadership and the many important strategic initiatives he has
achieved for the Company."

Mr. Dick stated, "Elite is an outstanding company with creative
and talented employees, and it has been an honor to serve as the
Company's President and COO.  I am proud of what we have
accomplished together.  I feel it is the right time for me to pass
the baton and let new leadership take the Company into its next
phase with the abuse deterrent technology.  I remain very
optimistic about Elite's future."

Elite will announce its fiscal year ended March 31, 2013, results
on or before July 1, 2013, and will host a conference call shortly
after the filing to discuss the results and provide guidance on
the developments in the opioid space.

                  About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Elite Pharmaceuticals reported a net loss attributable to common
shareholders of $15.05 million for the year ended March 31, 2012,
compared with a net loss attributable to common shareholders of
$13.58 million during the prior year.

Demetrius & Company, L.L.C., in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2012, citing significant losses
resulting in a working capital deficiency and shareholders'
deficit, which raise substantial doubt about the Company's ability
to continue as a going concern.

The Company's balance sheet at Dec. 31, 2012, showed $10.37
million in total assets, $22.72 million in total liabilities and a
$12.35 million total stockholders' deficit.


ENERGY SERVICES: Gets $8.5-Mil. From Sale of ST Pipeline Assets
---------------------------------------------------------------
An auction was held on May 14 at Energy Services of America
Corporation's ST Pipeline offices to liquidate the fixed assets of
ST Pipeline.  The auction is part of the Company's ongoing
restructuring efforts.  This sale also satisfies one of the
covenants of the forbearance extension previously disclosed.

The gross proceeds from the sale was $8,500,000.  Primarily, all
net proceeds will go to reduce the Company's outstanding debt with
its banking group.  Net proceeds will be approximately $7,500,000.
The Company's bank debt at April 30, 2013, was approximately
$24,500,000.

                       About Energy Services

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

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

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


ENOVA SYSTEMS: Incurs $406,000 Net Loss in First Quarter
--------------------------------------------------------
Enova Systems, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $406,000 on $53,000 of revenues for the three months ended
March 31, 2013, as compared with a net loss of $2.21 million on
$360,000 of revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $2.88
million in total assets, $5.92 million in total liabilities and a
$3.03 million total stockholders' deficit.

                         Bankruptcy warning

On Dec. 12, 2012, a judgment was entered by the United States
District Court Northern District of Illinois in favor of Arens
Controls Company, L.L.C., in the amount of $2,014,169 regarding
claims for two counts.  In 2008, Arens Controls Company, L.L.C.
filed claims against Enova with the United States District Court
Northern District of Illinois.  A Partial Settlement Agreement, as
amended on Jan. 14, 2011, resolved certain claims made by Arens.
However, the claims were preserved under two remaining counts
concerning (i) anticipatory breach of contract by Enova for
certain purchase orders that resulted in lost profit  to Arens and
(ii) reimbursement for engineering and capital equipment costs
incurred by Arens exclusively for the fulfillment of certain
purchase orders received from Enova.

The Company filed a notice of appeal on Jan. 15, 2013.  The
Company believes the court committed errors leading to the verdict
and judgment, and the Company is evaluating its options on appeal.

"However, there can be no assurance that the appeal will be
successful or a negotiated settlement can be attained or that
Arens will assert its claim in the state of California, and
thereby cause the Company to go into bankruptcy."

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

                        http://is.gd/0CwWqz

Torrance, Calif.-based Enova Systems, Inc., engages in the
development, design and production of proprietary, power train
systems and related components for electric and hybrid electric
buses and medium and heavy duty commercial vehicles.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, PMB Helin Donovan, LLP, in San
Francisco, California, expressed substantial doubt about Enova
Systems' ability to continue as a going concern, citing the
Company's significant recurring losses and accumulated deficit.

The Company reported a net loss of $8.2 million on $1.1 million of
revenues in 2012, compared with a net loss of $7.0 million on
$6.6 million of revenues in 2011.

The Company said, "For the year ended Dec. 31, 2012, loss on
litigation was $2,014,000, an increase of $1,973,000 from an
expense of $41,000 in 2011.  The primary reason for the increase
is due to our recording a charge of approximately $2 million in
2012 for a judgment entered in the litigation with Arens
Controls."


EPICEPT CORP: Incurs $1.1 Million Net Loss in First Quarter
-----------------------------------------------------------
EpiCept Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.10 million on $376,000 of total revenue for the three months
ended March 31, 2013, as compared with a net loss of $3.52 million
on $241,000 of total revenue for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $1.25
million in total assets, $15.86 million in total liabilities and a
$14.61 million total stockholders' deficit.

The Company also provided an update on the Company's planned
merger with Immune Pharmaceuticals, Ltd.  EpiCept now anticipates
the merger with Immune will close during the third quarter of
2013, subject to satisfaction of certain customary closing
conditions.  However, as additional funds will be required prior
to the merger closing, EpiCept is coordinating with Immune in
considering various transactions to obtain additional cash
resources to fund operations, including additional funding from
Immune and the sale or licensing of assets.  EpiCept believes that
adequate funding to continue operations through the merger closing
will be available from Immune.  If, however, EpiCept is unable to
obtain funding from Immune on a timely basis, EpiCept may be
forced to further reduce expenses or curtail operations.  Any
funding obtained from third parties during the period leading up
to the closing of the merger will not affect the merger ownership
ratio.

Robert Cook, interim president and CEO of EpiCept, commented,
"With the filing of the preliminary proxy, we have achieved an
important interim step towards completing the merger with Immune,
which is now anticipated to occur in the third quarter of 2013.
"In the meantime," he added, "while we are intently focused on
completing the merger we are continuing activities with respect to
our product pipeline.  During the quarter and with Immune's
assistance, we restarted our efforts to partner AmiKetTM for Phase
III development.  In addition, the clinical trial of crolibulin
being run by the National Cancer Institute is nearing the
commencement of Phase II, and Phase I results will be reported at
this year's meeting of the American Society of Clinical Oncology
(ASCO) at the end of the month."

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

                         http://is.gd/PXnj4F

                      About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

The Company incurred a loss attributable to common stockholders of
$6.12 million on $7.80 million of total revenue for the year ended
Dec. 31, 2012, as compared with a loss attributable to common
stockholders of $15.65 million on $944,000 of total revenue during
the prior year.

Deloitte & Touche LLP, in Parsippany, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and stockholders' deficit which raise substantial doubt
about the Company's ability to continue as a going concern.


EPR PROPERTIES: Fitch Affirms BB Rating on $346MM Preferred Stock
-----------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of EPR Properties
(NYSE: EPR) as follows:

-- Issuer Default Rating (IDR) at 'BBB-';
-- $400 million unsecured revolving line of credit at 'BBB-';
-- $255 million senior unsecured term loan facility at 'BBB-';
-- $600 million senior unsecured notes at 'BBB-';
-- $346.3 million preferred stock at 'BB'.

Key Ratings Drivers

The affirmation of EPR's IDR at 'BBB-' is driven by the consistent
cash flows generated by the company's triple-net leased megaplex
movie theatres and other investments across the entertainment,
education and recreation sectors, resulting in good leverage and
coverage metrics. EPR benefits from generally strong levels of
rent coverage across its portfolio and structural protections
including cross-default leases among properties operated by
certain tenants.

Offsetting these credit strengths is the niche nature of most of
EPR's investment portfolio. While cinema attendee demand has
remained consistent over a long time period, other investment
segments lack as long of a track record. Credit concerns include
significant, though abating tenant concentration and concerns
about the company's investment in asset classes that may be less
liquid or financeable during periods of potential financial
stress.

Strong Fixed-Charge Coverage

EPR's fixed-charge coverage is solid for a 'BBB-' IDR. Fixed
charge coverage was 2.5x for the trailing 12 months (TTM) ended
March 31, 2013, flat from 2.5x in 2012 and 2011. Fitch projects
that EPR's fixed charge coverage ratio will increase from the mid
2x range towards 3x during 2013-2015, which would be strong for
the 'BBB-' rating. This increase is due to an expected consistent
volume of high yielding acquisitions, partially offset by
increased interest expense from expected unsecured bond issuances.
New investments by segment will generally target weightings of 40%
entertainment, 40% education and 20% recreation. Fixed-charge
coverage is defined as recurring operating EBITDA less recurring
capital expenditures and straight-line rent adjustments, divided
by interest incurred and preferred stock dividends.

Manageable Lease Expiration Profile

Within the company's megaplex theatre segment, which represents
60% of total revenue, only 8% of rent revenue will expire over the
next five years. Of the company's charter school segment, which
represents 11% of total revenue, all leases expire after 2030.
Historically, most tenants have chosen to exercise their renewal
options, which has mitigated re-leasing risk and provided
predictability to portfolio-level cash flows. In some cases,
tenants decided to renew but take less space or negotiate a lower
rental rate. Rent spreads can vary greatly depending on the
operating performance of the asset.

Low Leverage For 'BBB-'

Leverage, defined as net debt to TTM recurring operating EBITDA,
was 5.0x as of March 31, 2013, flat from year-end 2012 and up from
4.4x at year-end 2011. The company has generally operated in the
4.5x to 5.0x range over the past five years. Fitch projects
leverage will center around 5.0x during 2013-2015, assuming modest
annual increases in NOI and a large volume of acquisitions funded
by unsecured bonds and common equity. This ratio is appropriate
for the 'BBB-' rating given EPR's niche property focus.

Solid Liquidity

Fitch calculates that EPR's liquidity coverage ratio is 1.8x for
the period from April 1, 2013 to Dec. 31, 2014. The liquidity
surplus is driven in large part by a mostly undrawn revolving
unsecured credit facility, and further reflects a lack of upcoming
debt maturities and the relatively low capital-intensive nature of
EPR's business. Fitch defines liquidity coverage as sources of
liquidity (unrestricted cash, availability under EPR's unsecured
revolving credit facility, expected retained cash flows from
operating activities after dividend payments) divided by uses of
liquidity (pro rata debt maturities and expected capital
expenditures).

Appropriate Unencumbered Asset Coverage of Unsecured Debt

EPR has good contingent liquidity from an unencumbered property
pool. Unencumbered asset coverage of net unsecured debt (UA/UD) is
2.0x utilizing a stressed 12% capitalization rate to unencumbered
NOI and interest income from both the owned property and notes
receivable portfolios, a ratio that is good for a 'BBB-' IDR. The
company continues to unencumber megaplex theatre assets, improving
the quality of the unencumbered pool as EPR transitions to a more
unsecured funding model.

In addition, the covenants under EPR's credit agreements do not
limit financial flexibility.

Staggered Debt Maturities

Aside from various unsecured debt maturities in 2017 and beyond,
annual debt maturities do not account for more than 12% of total
debt in any given year, alleviating refinance risk. The majority
of the 31% of total debt that matures over the next four years is
comprised of mortgages that have high debt yields. Fitch expects
that the majority of secured debt maturing over the next several
years will be refinanced with unsecured debt, which should improve
EPR's UA/UD ratio.

High Tenant Concentration Receding

The company's largest tenant, American Multi-Cinema, Inc. (AMC)
(IDR of 'B' with a Stable Outlook), accounted for 26% of total
revenues in the first quarter of 2013, down from 33% in the first
quarter of 2012. The company's top 10 tenants accounted for 70% of
total revenue in the most recent quarter, down from 80% in the
prior year.

EPR's largest charter school tenant, Imagine Schools, Inc.
(Imagine) accounted for 8% of total revenues in first quarter of
2013. EPR has remained focused on expanding its relationships with
new charter school operators since 2011, which Fitch views
positively given that Imagine has lost several charters over the
last year.

Theatre operator concentration risk is partially mitigated by the
fact that the primary drivers of theatre box office consumer
demand are location and which movies are showing at a particular
theatre (as opposed to theatre operator).

Further, while most of EPR's theatre leases and all of EPR's
charter school leases for a given operator are cross-defaulted, a
tenant bankruptcy could allow for the rejection of certain non-
economic leases. Given that most of EPR's top tenants are either
unrated or have below-investment grade ratings, the potential for
corporate default, bankruptcy and lease rejection could reduce
EPR's rental revenues. Mitigating this risk is that on a portfolio
and property-level basis, EBITDAR covers rent payments by a
healthy margin for nearly all of EPR's properties.

Steady Theatre Business

Over a 25-year period, total North American box office revenue has
grown at a compound annual growth rate of 4%, according to Box
Office Mojo. Revenue was up 6% in 2012, although Fitch projects a
decline in revenues for 2013 due to a comparatively weaker film
slate. Box office revenues were resilient in the financial crisis,
increasing or staying flat in every year from 2005 to 2010. Since
the company's formation in 1997, no theatre tenant has ever missed
a lease payment, and no tenants on a portfolio-wide basis have
EBITDAR coverage of rent below 1.0x.

Niche Sectors

The ratings reflect EPR's focus on investing in non-core property
types that are likely less liquid or financeable during periods of
market stress. While the company's theatre properties are
typically well located and have high-quality amenities,
alternative uses of space may be limited and may require
significant capital expenditures to attract non-theatre tenants.

EPR has previously made some ill-timed non-core investments. The
company began purchasing wineries during 2006-2007 and has since
taken significant losses in exiting this business. Regarding
future portfolio composition, management has a highly specialized
knowledge within EPR's investment segments which helps shape the
company's longer term strategy.

Charter Schools Issues Alleviated

EPR's largest charter school tenant (second largest overall
tenant) Imagine closed nine schools in two states due to poor
academic performance. Of the $72 million of investments in
troubled schools, approximately $60 million or 83% of the issues
have already been resolved or are expected to be resolved soon
through swaps or subleases. EPR expects to address the remaining
17% in the next school year through swaps, subleases or sales. Due
to the structural protections with Imagine including a master
lease structure and a $16.4 million letter of credit, Fitch does
not expect any rent payment shortfalls. EPR has been actively
adding new charter school operators to reduce the tenant
concentration risk. Subsequent to these school closings, the
Company has expanded its criteria and screening process for
evaluating new charter school operators, which Fitch views
positively.

Preferred Stock Notching

The two-notch differential between EPR's IDR and its preferred
stock rating is consistent with the 'Treatment and Notching of
Hybrids in Nonfinancial Corporate and REIT Credit Analysis'
criteria report dated Dec. 13, 2012, as EPR's preferred securities
have cumulative coupon deferral options exercisable by EPR and
thus have readily triggered loss absorption provisions in a going
concern.

Stable Outlook

The Stable Outlook reflects that leverage centering around 5.0x
and coverage sustaining in the 2.5x to 3.0x range are solid,
offset by the unique risks to EPR's specialty property types such
as liquidity and alternative use. The Stable Outlook further
reflects EPR's strong liquidity coverage and minimal refinancing
risk.

Rating Sensitivities

The following factors may have a positive impact on the ratings
and/or Outlook:

-- Fitch's expectation of leverage sustaining below 4.0x
   (leverage was 5.0x as of March 31, 2013);

-- Fitch's expectation of fixed charge coverage sustaining
   above 3.0x (coverage was 2.5x for the 12 months ended
   March 31, 2013);

-- Growth in the unencumbered portfolio, particularly megaplex
   movie theatres.

The following factors may have a negative impact on the ratings
and/or Outlook:

-- Fitch's expectation of leverage sustaining above 5.5x;

-- Fitch's expectation of fixed charge coverage sustaining
   below 2.2x;

-- Liquidity coverage sustaining below 1.25x, coupled with a
   strained unsecured debt financing environment.


ERF WIRELESS: Incurs $1.6 Million Net Loss in First Quarter
-----------------------------------------------------------
ERF Wireless, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $1.65 million on $1.91 million of
total sales for the three months ended March 31, 2013, as compared
with a net loss attributable to the Company of $965,000 on $1.64
million of total sales for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $5.93
million in total assets, $8.61 million in total liabilities and a
$2.68 million total shareholders' deficit.

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

                        http://is.gd/jblTSw

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

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


EXPERA SPECIALTY: S&P Assigns 'B' CCR & Rates $178MM Loan 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to U.S.-based Expera Specialty Solutions
LLC.

At the same time, S&P assigned a 'B+' issue-level rating to
Expera's proposed $178 million seven-year senior secured bank term
loan B, one notch above the corporate credit rating, indicating
S&P's expectation of substantial (70% to 90%) recovery for lenders
in the event of payment default.  S&P also assigned a '2' recovery
rating.

"The company intends to use proceeds to facilitate the acquisition
of WPM and Thilmany and to provide operational liquidity," said
Standard & Poor's credit analyst Thomas Nadramia.

The corporate credit rating on Expera reflects a combination of
what S&P considers to be the company's "aggressive" financial risk
profile, "vulnerable" business risk profile, and "adequate"
liquidity.

The stable rating outlook on Expera reflects Standard & Poor's
view that the company's moderate debt level following the proposed
transaction will provide financial flexibility to fund its capital
needs, maintain adequate liquidity and pursue growth initiatives,
including modest acquisitions over the next two to three years.
S&P expects credit metrics to be good for an aggressive financial
risk profile with leverage of about 3x by the end of 2013.

A downgrade could occur in the near term if Expera falls well
short of S&P's EBITDA expectations due to difficulties in initial
start-up of this new entity, loss of customers or other execution
difficulties, resulting in credit measures more in line with a
"highly leveraged" financial risk profile of about 5x.  S&P could
also take a negative rating action if Expera's pursued a more
aggressive debt financed expansion strategy, or if ownership
engaged in debt funded dividends or other leveraging events.

S&P do not expect a positive rating action in the next year given
Expera's lack of history  as a stand-alone entity, its private
equity ownership and low likelihood for meaningful free cash flow
generation given its sizeable required capital expenditures in
2013-2014.


FEC HOLDINGS: RICO Claims v. West Texas Nat'l. Bank Dismissed
-------------------------------------------------------------
A Texas district court finds that FEC Holdings LP, et al., have
failed to adequately plead its RICO claims, and as much, dismisses
those RICO claims, and declines to exercise jurisdiction over the
remaining state claims.

The RICO claims were asserted in the lawsuit FEC filed on Aug. 3,
2011, in the Southern District of Texas alleging against the
Defendants: (1) fraud, fraudulent inducement, and failure to
disclose (West Texas National Bank and Keith Moore); (2)
conspiracy to commit fraud; (3) violation of the Racketeer
Influenced and Corrupt Organizations Act (RICO) 18 U.S.C. Sec.
1962(c); (4) violation of RICO: 18 U.S.C. Sec. 1962(d)
(conspiracy); and (5) unjust enrichment.  An amended complaint was
filed on Oct. 3, 2011.  The case was then transferred to the
Western District of Texas, Midland-Odessa Division on Nov. 1,
2011.

The lawsuit arose from a series of loans, aggregating more than
$15 million, West Texas National Bank made to FEC Holdings, LP and
FEC Mesquite, LP to start up a pizza and entertainment company in
Texas, Oklahoma, and Lousiana.

Under the Complaint, FEC asserts the RICO enterprise or
association-in-fact enterprise consists of Defendants WTNB, Keith
Moore, City Bank of Texas, and Tyler Moore, through which the
Defendants conducted a pattern of racketeering.  FEC alleges
Defendants conducted a scheme to force and/or compel borrowers of
WTNB (like the Plaintiffs) to agree to City Bank's participation
in their loans from WTNB, with Tyler Moore serving as loan officer
for City Bank's participation, and to agree to modified loan terms
which were detrimental to the borrowers and beneficial to WTNB and
to City Bank.  FEC further alleges that the racketeering activity
or predicate acts for purpose of RICO are mail fraud, wire fraud,
bank fraud, and extortion.

Among other things, FEC asserted that it had to place its
subsidiaries in Chapter 11 proceedings on March 8, 2010 as a
result of the Defendants' doing.

WTNB and Keith Moore filed a motion to dismiss.  City Bank and
Tyler Moore filed their own motion to dismiss.

In a May 17 Memorandum Opinion, District Judge Robert Junell found
that FEC failed to sufficiently plead predicate acts to sustain
its RICO claim.

The District Court also found that FEC's amended complaint failed
to demonstrate the existence of an enterprise.  FEC, the District
Court held, failed to prove that the alleged enterprise has any
organization or structure separate and apart from the pattern of
racketeering activity.

Moreover, Judge Junell said, FEC failed to sufficiently allege an
agreement to commit predicate acts -- a requirement in alleging a
RICO civil conspiracy.

Judge Junell further agree with the Defendants that FEC's state
law claims -- fraud, conspiracy to commit fraud and unjust
enrichment -- should be dismissed because FEC has not pled a
viable RICO claim that could sustain federal jurisdiction.

The cases are (1) WEST TEXAS NATIONAL BANK, Plaintiff, v. FEC
HOLDINGS, LP, FEC MESQUITE, LP, L.R. (ROBIN) FRENCH III, JOHN D.
MULLEN, JR., Defendants, and (2) FEC HOLDINGS, LP, and FEC
MESQUITE, LP, Counter-Plaintiffs, v. WEST TEXAS NATIONAL BANK,
CITY BANK TEXAS, KEITH MOORE, and TYLER MOORE, Counter-Defendants,
Consolidated with Civil Action No. MO-11-CV-086, No. MO-11-CV-121
(W.D. Tex.).  A copy of Judge Junell's May 17 Memorandum Opinion
is available at http://is.gd/tg5WLifrom Leagle.com.


FERRAIOLO CONSTRUCTION: U.S. Trustee Appoints Creditors Committee
-----------------------------------------------------------------
William K. Harrington, the U.S. Trustee for Region 1, appointed
two members to the Official Unsecured Creditors' Committee in the
Chapter 11 case of Ferraiolo Construction, Inc.

The Committee members are:

     1. David Grinnell
         Dragon Products Company, LLC
         34 Atlantic Place
         South Portland, ME 04106

     2. Jim Lynch
         Maine Commercial Tire
         P.O. Box 941
         Bangor, ME 04402-0941

                   About Ferraiolo Construction

Headquartered in Rockland, Maine, Ferraiolo Construction Inc., fka
Ferraiolo Precast, Inc., Ferraiolo Corp., and Ferraiolo Real
Estate Company, Inc., is a corporation engaged in the businesses
of road construction and commercial construction site work, sale
of asphalt and concrete products, and related businesses.  It owns
multiple parcels of real estate as well as machinery and
equipment, that it uses to manufacture gravel, precast concrete
forms and other items utilized in the construction business.  It
became the successor by merger with two affiliates, Ferraiolo
Precast, Inc., and Ferraiolo Corp., each of which was engaged in a
unified and integrated business enterprise with the Debtor.

The Debtor filed for Chapter 11 protection (Bankr. D. Maine
Case No. 13-10164) on March 13, 2013, in Bangor, Maine, after
the Bank of Maine sent notices telling the Debtor's customers
to send their payments to the bank.  In its Petition, the Debtor
estimated $10 million to $50 million in assets and $10 million
to $50 million in debts.

Judge Louis H. Kornreich presides over the case.  George J.
Marcus, Esq., at Marcus, Clegg & Mistretta, P.A., serves
as bankruptcy counsel for the Debtor.  The petition was signed by
John Ferraiolo, president and treasurer.

Nathaniel R. Hull, Esq., Roger A. Clement, Jr., Esq., and
Christopher S. Lockman, Esq., at Verrill Dana, LLP, represent the
Committee.


FIRST CONNECTICUT: Scarpone & Vargo Approved as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized First Connecticut Holding Group, L.L.C. IV, to employ
Scarpone & Vargo, LLC, as special litigation counsel.

The Debtor has been involved in a litigation that has been pending
since 1999, and James Scarpone has represented the Debtor since
the inception of the litigation and is most familiar with the
matter at issue.

The compensation will be paid by the Debtor's principals and
counsel will not seek compensation from the Debtor's estate.

To the best of the Debtor's knowledge, Scarpone & Vargo does not
represent any interest adverse to the Debtor or to the estate with
respect to the matters it is to be retained.

        About First Connecticut Holding Group, L.L.C. IV

First Connecticut Holding Group, L.L.C. IV filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-13090) on Feb. 15, 2013, in
Newark, New Jersey.  Lorraine Mocco signed the petition as
managing member.  The Debtor's scheduled assets were $12,287,218
and scheduled liabilities were $68,655,579.  Judge Donald H.
Steckroth presides over the case.


FIRST FINANCIAL: U.S. Treasury Sells Fixed Rate Preferred Stock
---------------------------------------------------------------
The U.S. Treasury, on April 29, 2013, sold the Series A Fixed Rate
Cumulative Perpetual Preferred Stock issued by First Financial
Service Corporation to six funds who were the winning bidders in
an auction.  Following completion of the sale, on May 3, 2013, the
Company amended its July 26, 2012, agreement with EJF Capital LLC
in which the Company designated EJF to submit a bid to purchase
the Series A Preferred at the invitation of Treasury.  Treasury
subsequently elected to sell the Series A Preferred in an auction,
and two funds managed by EJF purchased 74 percent of the Series A
Preferred at 54.211 percent of face value.  The agreement, as
amended, grants the Company an option to purchase the Series A
Preferred from the two funds during the 36 months following the
April 29, 2013, purchase date at prices equal to a percentage of
face value.  The percentage increases from 46.1 percent to 51.5
percent during the 36-month period.  In all cases, the purchase
price payable by the Company is in addition to all accrued and
unpaid dividends payable on the Series A Preferred through the
date on which the Company purchases the Series A Preferred from
the funds.  In no instance will the price paid by the Company be
greater than 100 percent of the face value of the Series A
Preferred.

On May 15, 2013, the board of directors of First Federal Service
Corporation adopted an amendment to the Company's bylaws to
specifically authorize the Company to issue uncertificated shares
of capital stock.

                       About First Financial

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

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

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

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

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


FLORIDA GAMING: Incurs $1.1 Million Net Loss in First Quarter
-------------------------------------------------------------
Florida Gaming Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.14 million on $12.97 million of net revenue for the
three months ended March 31, 2013, as compared with a net loss of
$4.29 million on $9.74 million of net revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed $74.61
million in total assets, $126.27 million in total liabilities and
a $51.65 million total stockholders' deficit.

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

                        http://is.gd/6ePzeX

                        About Florida Gaming

Florida Gaming Corporation operates live Jai Alai games at
frontons in Ft. Pierce, and Miami, Florida through its Florida
Gaming Centers, Inc. subsidiary.  The Company also conducts
intertrack wagering (ITW) on jai alai, horse racing and dog racing
from its facilities.  Poker is played at the Miami and Ft. Pierce
Jai-Alai, and dominoes are played at the Miami Jai-Alai.  In
addition, the Company operates Tara Club Estates, Inc., a
residential real estate development located near Atlanta in Walton
County, Georgia.  Approximately 46.2% of the Company's common
stock is controlled by the Company's Chairman and CEO either
directly or beneficially through his ownership of Freedom Holding,
Inc.  The Company is based in Miami, Florida.

Florida Gaming disclosed a net loss of $22.69 million in 2012, as
compared with a net loss of $21.76 million in 2011.

Morrison, Brown, Argiz & Farra, LLC, in Miami, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has experienced recurring losses
from operations, cash flow deficiencies, and is in default of
certain credit facilities, all of which raise substantial doubt
about its ability to continue as a going concern.


FLUX POWER: Craig Miller Quits for Personal Reasons
---------------------------------------------------
Mr. Craig Miller tendered his resignation as an employee of Flux
Power Holdings, Inc., and as a result Mr. Miller no longer serves
as the Company's Chief Intellectual Property Officer and Corporate
Secretary.  In connection with Mr. Miller's departure, he has
announced his intentions to pursue personal interests.  Mr. Miller
will be entitled to personal time off accruals as identified in
his Offer Letter effective July 1, 2012.  In addition, Mr. Miller
is also subject to the Company's Non-Disclosure Agreement and
Confidentiality Statement.

                          About Flux Power

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

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

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

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


FNB UNITED: Gets Regulatory OK for Merger with Bank of Granite
--------------------------------------------------------------
CommunityOne Bank, N.A., the principal bank subsidiary of FNB
United Corp., had received approval from the Office of the
Comptroller of the Currency for the merger of its sister bank,
Bank of Granite, into CommunityOne.  The bank merger is scheduled
to be consummated on June 8, 2013.

"We are pleased with the OCC's action to approve the bank merger,"
said Brian Simpson, chief executive officer of the Company.
"Completion of the merger allows us to better serve our customers
throughout our footprint, and is critical to our return to
profitability during the second half of 2013.  After the merger,
Bank of Granite and CommunityOne customers will have full access
to an expanded network of 53 branches and 59 ATMs throughout
central, southern and western North Carolina."

"The merger also gives CommunityOne a presence in Charlotte, NC
which is clearly an attractive growth market for our company,"
added Bob Reid, president of the Company.  "We have a team of
experienced bankers there who possess local knowledge and
expertise to meet the financial needs of our customers."

Founded in 1906 in Granite Falls, North Carolina, Bank of
Granite's last day of operation will be on Friday, June 7, 2013.
Beginning on Monday, June 10, all of the Company's branches will
operate as branches of CommunityOne.

                          About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

FNB United incurred a net loss of $40 million in 2012, a net loss
of $137.31 in 2011, and a net loss of $131.82 million in 2010.
The Company's balance sheet at March 31, 2013, showed $2.09
billion in total assets, $2 billion in total liabilities and
$89.37 million in total shareholders' equity.


FOREVERGREEN WORLDWIDE: Incurs $211,000 Net Loss in First Quarter
-----------------------------------------------------------------
Forevergreen Worldwide Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $211,455 on $2.69 million of net revenues
for the three months ended March 31, 2013, as compared with a net
loss of $126,891 on $3.60 million of net revenues for the same
period a year ago.

The Company's balance sheet at March 31, 2013, showed $1.71
million in total assets, $6.33 million in total liabilities and a
$4.62 million total stockholders' deficit.

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

                        http://is.gd/C1v8fM

                      To Amend 2012 Form 10-K

On May 15, 2013, the Chief Executive Officer of ForeverGreen
Worldwide concluded that previously issued financial statements
for the year ended Dec. 31, 2012, should no longer be relied upon
because the Company did not report certain revenues.  Accordingly,
the Company intends to amend its Form 10-K for the year ended
Dec. 31, 2012, to restate the financial statements for that year.

During the preparation of the Company's unaudited financial
statements for the quarterly period ended March 31, 2013, the
Company determined that it had understated revenue for the fiscal
year 2012.  As a result, the Company overstated its net loss by
$154,739 for the year ended Dec. 31, 2012.  Revenues will be
increased by $154,739, accounts receivable will be increased by
$121,028, and other accrued expenses will be decreased by $33,710.
Accordingly, the Company must restate the financial statements for
the year ended Dec. 31, 2012, to reflect the proper revenues and
related adjustments.

                   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.

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.


FRIENDSHIP DAIRIES: Cash Collateral Access Until July 31 OK'd
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas late
last month entered an order authorizing Friendship Dairies to use
cash collateral until July 31, 2013.

The Court will convene a hearing on July 25, 2013, at 10 a.m., to
consider further access to the cash collateral.

AgStar Financial Service, FLCA, the duly appointed and acting loan
servicer and power of attorney and attorney-in-fact for McFinney
Agrifinance, LLC, asked the Court to limit the Debtor's use of
cash collateral to two months.

                    About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor operates a dairy near Hereford, Deaf Smith County, Texas.
The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The Debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C., serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


FTLL ROBOVAULT: Gets Final Order to Use FARG's Cash Collateral
--------------------------------------------------------------
The Hon. John K. Olson of the U.S. Bankruptcy Court for the
Southern District of Florida, in a final order entered last month,
authorized Barry E. Mukamal, acting Chapter 11 trustee in the case
of FTLL Robovault, LLC, to continue using cash collateral of
secured creditor which Florida Asset Resolution Group, LLC.

FARG consented to the use of cash collateral provided that the
Debtor (i) exceed any line item on the budget by 10% of the line
item; or (ii) exceed line item by more than 10% so long as the
total amounts in excess of all line items for the budget do not
exceed 10% in the aggregate of the total budget.

As of the Petition Date, FARG holds a security interest in the
Debtor's assets amounting to $22,665,603.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant FARG a replacement lien
on and in all property.

                       About FTLL RoboVault

Based in Fort Lauderdale, Florida, FTLL RoboVault LLC, aka Robo
Vault, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
12-33090) on Sept. 27, 2012.  Developer Marvin Chaney signed
Chapter 11 petitions for Robo Vault and affiliate Off Broward
Storage.  The companies own modern storage warehouses in Fort
Lauderdale.  The Debtor disclosed $15,289,150 in assets and
$23,934,952 in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court
for the Southern District of Florida that until further notice, it
will not appoint a committee of creditors pursuant to Section 1102
of the Bankruptcy Code.

Bankruptcy Judge Raymond B. Ray initially presided over the case.
On Nov. 19, the case was transferred to Judge John K. Olson.

Lawrence B. Wrenn, Esq., served as the Debtor's counsel.  In
November, Donald F. Walton, the U.S. Trustee for Region 21, sought
and obtained approval from the U.S. Bankruptcy Court to appoint
Barry E. Mukamal as Chapter 11 trustee.  Following the Chapter 11
Trustee's appointment, Mr. Wren voluntarily dismissed himself in
the Debtor's bankruptcy case.


FTLL ROBOVAULT: Chapter 11 Trustee Wants Case Converted to Ch. 7
----------------------------------------------------------------
Barry E. Mukamal, the duly-appointed and acting trustee in the
Chapter 11 case of FTLL Robovault, LLC, asks the U.S. Bankruptcy
Court for the Southern District of Florida to convert the Debtor's
case to one under Chapter 7 of the Bankruptcy Code.

According to the trustee, there is no further benefit in
continuing the case as Chapter 11.  To do so would only add
unnecessarily to the administrative expenses.

Secured creditor Florida Asset Resolution Group, LLC, previously
sought a conversion or dismissal of the case.  But it later
withdrew the request.

                       About FTLL RoboVault

Based in Fort Lauderdale, Florida, FTLL RoboVault LLC, aka Robo
Vault, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
12-33090) on Sept. 27, 2012.  Developer Marvin Chaney signed
Chapter 11 petitions for Robo Vault and affiliate Off Broward
Storage.  The companies own modern storage warehouses in Fort
Lauderdale.  The Debtor disclosed $15,289,150 in assets and
$23,934,952 in liabilities as of the Chapter 11 filing.

The U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court
for the Southern District of Florida that until further notice, it
will not appoint a committee of creditors pursuant to Section 1102
of the Bankruptcy Code.

Bankruptcy Judge Raymond B. Ray initially presided over the case.
On Nov. 19, the case was transferred to Judge John K. Olson.

Lawrence B. Wrenn, Esq., served as the Debtor's counsel.  In
November, Donald F. Walton, the U.S. Trustee for Region 21, sought
and obtained approval from the U.S. Bankruptcy Court to appoint
Barry E. Mukamal as Chapter 11 trustee.  Following the Chapter 11
Trustee's appointment, Mr. Wren voluntarily dismissed himself in
the Debtor's bankruptcy case.


FUSION BRANDS: Reaches Settlement, Involuntary Dismissed
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement entered among alleged debtor Fusion Brands,
Inc.; petitioners Toly Group, Tobu Print Group, Inc., Overhead,
Inc., and KMR Label LLC; and Eric Treiber.  The parties have
agreed to the dismissal of the involuntary case brought by the
petitioners.

The Debtor owes petitioners and Mr. Treiber $158,091, exclusive of
interest.  The settlement agreement requires that the Debtor pay
only petitioners the aggregate sum of $128,100.

The settlement agreement also permits the Debtor to pay the
settlement sum over seven months.  Therefore, the settlement
agreement provides the Debtor with a significant discount well as
breathing room to make payments over time while paying other
creditors and funding its business operations.

The Court further ordered that in the event Debtor defaults under
the terms of the settlement agreement, the petitioners may seek to
re-institute the Involuntary Petition upon 14 days' notice to
Debtor and the creditors.

A copy of the settlement agreement is available for free at
http://bankrupt.com/misc/AMERICAWEST_intercreditoragreement.pdf

                     About Fusion Brands, Inc.

Toly Group; Overhead, Inc.; KMR Label L.L.C.; and Tobu Print
Group, Inc., petitioned for an Involuntary Chapter 11 case against
New York-based Fusion Brands, Inc., (Bankr. S.D. N.Y. Case No. 12-
14898 on Dec. 14, 2012.  Christopher J. Major, Esq., at Meister
Seelig & Fein LLP represents the petitioners.


Please update this with an order. Next time, submit this as a
priority story.


GELT PROPERTIES: Hearing on Further Access to Cash on June 26
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
continued until June 26, 2013, at 11 a.m., the hearing to consider
Gelt Properties, LLC's continued access to the cash collateral of
its lenders.

The Court entered a thirteenth interim order authorizing use of
cash collateral of Vist Bank, National Penn Bank, Bucks County and
Beneficial Mutual Savings Bank until June 30, 2013.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lenders replacement
liens on all now owned or acquired property and assets, and the
Debtor will also provide insurance on all assets.

In this relation, Vist Bank has withdrawn its motion to compel
accounting and turnover of cash collateral.

                       About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-
15826) on July 25, 2011.  Judge Magdeline D. Coleman presides over
the cases.  Albert A. Ciardi, III, Esq., Jennifer E. Cranston,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy
counsel.  The petitions were signed by Uri Shoham, the Debtors'
chief financial officer.  The Debtors' other professionals
include: Eisenberg, Gold & Cettei P.C. as its special counsel to
provide proper legal counsel to the Debtors with regard to
defending against certain actions, Cohen and Forman as their
special counsel to advise them upon all matters which may arise or
which may be incident to the bankruptcy proceedings.

Gelt Properties disclosed $4.73 million in assets and
$4.84 million in liabilities as of the Chapter 11 filing.  Its
affiliate, Gelt Financial has scheduled $20.3 million in assets
and $17.05 million in liabilities as of the Chapter 11 filing.

On Sept. 15, 2011, a committee of unsecured creditors was
appointed.  Schoff McCabe, P.C. represents the Committee.  Craig
Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GLOBAL ARENA: Incurs $941,000 Net Loss in First Quarter
-------------------------------------------------------
Global Arena Holding, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to common stockholders of $941,945 on
$2.11 million of total revenues for the three months ended
March 31, 2013, as compared with a net loss attributable to common
stockholders of $263,644 on $2.33 million of total revenues for
the three months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $973,097 in
total assets, $3.33 million in total liabilities and a $2.36
million total stockholders' deficiency.

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

                       http://is.gd/4s4CzE

                        About Global Arena

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

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

Global Arena disclosed a net loss attributable to common
stockholders of $2.44 million in 2012, as compared with a net loss
attributable to common stockholders of $2.75 million in 2011.

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


GLOBALSTAR INC: Copy of Conference Call Presentation Materials
--------------------------------------------------------------
During Globalstar's First Quarter 2013 Earnings Conference Call
held on May 21, 2013, written presentation materials was used at
the First Quarter 2013 Earnings Call.  The text of the
presentation materials is available at http://is.gd/UPlNYL

                         About Globalstar

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


GLOBALSTAR INC: Closes 5.75% Convertible Senior Notes Exchange
--------------------------------------------------------------
Globalstar, Inc., has successfully completed and reached
agreements to complete multi-part financings in connection with
the successful exchange of its 5.75 percent Convertible Senior
Unsecured Notes into new 8.00 percent Senior Unsecured Convertible
Notes.  In addition to the Exchange, Globalstar also entered into
an agreement with Thermo and its French bank group providing $25
million of initial equity from Thermo to complete the Exchange.
The agreement also establishes the principal terms of an amendment
to the 2009 COFACE Facility Agreement that, among other
adjustments, upon closing would materially improve the debt
amortization and related financial covenant schedules and provides
for an incremental $60 million of funding and funding backstop
from Thermo, up to $20 million of which could be injected even
prior to the anticipated closing on the facility amendment.

Once implemented, these agreements eliminate financial
uncertainties, materially reduce debt amortization requirements
through 2019 and provide the capital required, which, when
combined with anticipated internally generated cash flow and the
$30 million Terrapin equity line announced in December 2012, are
expected to facilitate a fully funded long-term business plan.
Details of the agreements and financings include:

   -- The Exchange, with a 91 percent participation rate,
       provided for the exchange of $65.6 million of 5.75 percent
       Notes for $54.6 million of 8.00 percent Notes, plus cash
       and equity.  The initial conversion price on the 8.00
       percent Notes is $0.80, which price is subject to customary
       anti-dilution and other protections.

    -- An agreement with senior lenders and approval of the French
       government under the 2009 COFACE Facility Agreement to
       approve the Exchange.  This agreement also sets forth the
       principal terms of a facility amendment that, when
       completed, will defer and reduce near term repayment
       obligations and reset all financial covenants, among other
       terms.

    -- The agreement also provided for Thermo's completion of an
       investment of $25 million of equity capital before the
       close of the Exchange, and sets the terms for an
       incremental backstop equal to $60 million of additional
       capital through 2014.  Thermo invested $5 million of the
       $60 million, in addition to the $25 million required, in
       connection with the closing of the transactions.  The
       backstop will be reduced to the extent Globalstar raises
       capital from 3rd party investors.

Jay Monroe, Chairman and CEO of Globalstar, Inc. stated, "We could
not be more thrilled to have completed the Exchange and to reach
an agreement to amend the COFACE Facility Agreement.  Not only
will the amendment materially improve our debt amortization
schedule, postponing an aggregate $235 million in principal
payments through 2019, but the parties have also provided for a
significant financing backstop by Thermo that will bolster the
Company's long-term liquidity resources including a cash cushion
and a fully funded business plan, according to our current
projections.  While the Exchange and the initial financings are
complete, we anticipate closing the amendment as soon as possible.
Most importantly, we have cleared the way for Globalstar to focus
purely upon operational execution.  Solving the Company's
liquidity related issues enables management to devote all of our
energies to the pursuit and capture of significant growth and
spectrum asset opportunities afforded by the restoration of our
Duplex service."

Mr. Monroe concluded, "All of the pieces of the puzzle are finally
in place - our second-generation constellation is fully launched,
Duplex revenue growth is starting to accelerate, customers are
being rewarded for their loyalty as service levels have
significantly improved, and we are launching five new products
during 2013 that demonstrate our commitment to the commercial and
consumer MSS markets.  Upon closing of the amendment, we will have
the financial flexibility necessary for the realization of our
significant strategic and operational opportunities.  We extend
our gratitude to the exchanging convertible note holders, our
dedicated senior French bank group and the French authorities who
have worked tirelessly on the accomplishment of this colossal
feat.  This is an exciting time for Globalstar."

8.00 Percent Notes

As part of the Exchange, approximately $13.5 million in the
aggregate was paid to the exchanging holders at close, and
approximately $6.2 million was deposited with the indenture
trustee to purchase the remaining notes from the non-exchanging
holders.  Holders of 91 percent of the $71.8 million outstanding
received 8.00 percent Notes due 2028, which includes 2.25 percent
of payment-in-kind interest, and 30.4 million shares of common
stock.  The 8.00 percent Notes are expected to include future
guarantees by the Company's subsidiaries that guarantee the COFACE
Facility Agreement.  In addition, a holder of the 8.00 percent
Notes may elect to convert up to 15 percent of its notes on each
of July 19, 2013 and March 20, 2014.  If a holder elects to
convert on either of those dates, it will receive, at the
Company's option, either cash or shares of the Company's common
stock.  If all holders elect to participate in these options, the
approximate remaining principal balance on the 8.00 percent Notes
would be $38 million.  The 8.00 percent Notes carry an initial
conversion price of $0.80, subject to customary anti-dilution and
other protections.  The 8.00 percent Notes have put features on
April 1, 2018, and April 1, 2023, and a final maturity of April 1,
2028.

COFACE Facility Agreement, Thermo Financing and Terrapin
Commitments

Once completed, the amended COFACE Facility Agreement will reset
all financial covenants, will contain significant adjustments to
the principal repayment schedule and will mature in 2020.
According to the new repayment schedule, there will be no
principal payments due until December 2014 and the first principal
repayment greater than $5.0 million occurs in June 2016.  The
interest rate for the facility will increase by 50 basis points at
closing of the formal amendment and by 50 basis points per year
from June 2017 until the final maturity.  Thermo has agreed to a
$60.0 million financial backstop.  In connection with the closing
Thermo has provided $5.0 million under the backstop.  $30 million
of Terrapin committed equity remains undrawn.

A copy of the Form 8-K as filed with the SEC is available at:

                        http://is.gd/z38q0r

                         About Globalstar

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

Globalstar reported a net loss of $25.1 million on $19.3 million
of revenue for the three months ended March 31, 2013, compared
with a net loss of $24.5 million on $16.7 million of revenue for
the same period last year.

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

The Company said in its Form 10-Q for the quarter ended March 31,
2013, "We currently lack sufficient resources to meet our existing
contractual obligations over the next 12 months.  As a result,
there is substantial doubt that we can continue as a going
concern.  In order to continue as a going concern, we must obtain
additional external financing; amend the Facility Agreement and
certain other contractual obligations; and restructure the 5.75%
Notes.


GMX RESOURCES: Copy of $338 Million Asset Purchase Agreement
------------------------------------------------------------
GMX Resources Inc. entered into an Asset Purchase Agreement dated
as of May 15, 2013, among GMXR Acquisition LLC (the "Purchaser"),
GMX Resources Inc. and its subsidiaries, and U.S. Bank National
Association, exclusively in its capacity as Trustee and Collateral
Agent for the holders of the Company's Senior Secured Notes Series
A due 2017 and Senior Secured Notes Series B due 2017.  The Asset
Purchase Agreement provides for the purchase of substantially all
of the assets, properties, rights and interests, tangible or
intangible, of the Sellers' business and the assumption of certain
of the liabilities of the Sellers by the Purchaser, pursuant to
Sections 363 and 365 of the Bankruptcy Code.

The purchase price under the Asset Purchase Agreement is
$338 million.

The Asset Purchase Agreement is subject to the approval by the
Bankruptcy Court and the consideration by the Sellers and the
Bankruptcy Court of higher or better competing bids for the
Purchased Assets.  Pursuant to the Asset Purchase Agreement, the
Sellers have filed with the Bankruptcy Court a motion seeking
entry of an order of the Bankruptcy Court that establishes the
procedures for an auction process to solicit competing bids.

Certain of the First Lien Lenders making the credit bid under the
Asset Purchase Agreement are also 5 percent beneficial owners of
the Company's common stock, including affiliates of Chatham Asset
Management, LLC, and GSO Capital Partners LP.

A copy of the Asset Purchase Agreement is available at:

                        http://is.gd/UhyAVB

                        About GMX Resources

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

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

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

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


GORDON PROPERTIES: Counsel Cannot Represent Owners in Sobel Suit
----------------------------------------------------------------
Bankruptcy Judge Robert G. Mayer denied the request of two owners
of Gordon Properties LLC for substitution of counsel in the case,
Howard Sobel, et al. v. Bryan Sells, et al.  The Debtor's
counsel's appearance for the third owner will be stricken, the
Bankruptcy Court added.

The owners who sought the request are Lindsay Wilson, Bryan Sells
and Elizabeth Greenwell.  Two of the Debtor's owners asked that
their counsel, Blankenship & Keith, be permitted to withdraw and
that counsel for the Debtor, Donald F. King, Esq., at Odin,
Feldman & Pittleman PC, be permitted to represent them.

The owners lent the Debtor $1.7 million during the course of its
bankruptcy.  "Their ownership interests and their status as
creditors are interests adverse to the estate which would
disqualify the Debtor's counsel from further representation of the
debtor," Judge Mayer opined.

The case is HOWARD SOBEL, et al, Plaintiffs, v. BRYAN SELLS, et
al, Defendant, Adv. Proc. No. 12-1562 (Bankr. N.D. Va.).  A copy
of Judge Mayer's May 17, 2013 Memorandum and Opinion and Order is
available at http://is.gd/PEL9GZfrom Leagle.com.

                      About Gordon Properties

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

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

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

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


GUIDED THERAPEUTICS: Shabbir Bambot Quits as VP R&D
---------------------------------------------------
Shabbir Bambot, Ph.D., resigned from his position as Vice
President of Research and Development of Guided Therapeutics, Inc.

                    About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

Guided Therapeutics disclosed a net loss of $4.35 million on $3.33
million of contract and grant revenue for the year ended Dec. 31,
2012, as compared with a net loss of $6.64 million on $3.59
million of contract and grant revenue in 2011.

UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and accumulated deficit that raise substantial doubt
about its ability to continue as a going concern.

The Company's balance sheet at March 31, 2013, showed
$3.58 million in total assets, $1.72 million in total liabilities,
and $1.86 million in total stockholders' equity.

                        Bankruptcy Warning

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the second quarter of 2013, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under the Konica Minolta license agreement and additional
NCI, NHI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection."


HAMPTON ROADS: Names Gateway Bank VP of Business Development
------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced that Mike Becraft has
joined its subsidiary, Gateway Bank Mortgage, as Vice President of
Business Development.  He will be located in the Hilltop Financial
Center in Virginia Beach.  Mr. Becraft has 17 years of experience
in mortgage, consumer and commercial banking in the Norfolk
market.

Chris Corchiani, CEO of Gateway, said, "Our goal is for Gateway to
be a core part of the Hampton Roads Bankshares franchise in all of
our markets and a sustainable, long-term business.  We continue to
attract proven mortgage professionals like Mike, who share our
excitement about this opportunity and will help make our goal a
reality."

Stefanie Levensalor, who recently rejoined Gateway as Vice
President and Hampton Roads Market Manager, said, "I am delighted
to be back at Gateway and excited about the opportunity to build
our mortgage business in the Hampton Roads area.  I have known
Mike for many years, welcome him to the team and am confident that
he will bring great energy, commitment and professionalism to
serving our customers in the Virginia Beach market."

Prior to joining Gateway, Mr. Becraft served as Vice President -
Commercial Lender at Farmers Bank in Windsor/Suffolk, Virginia.
Previously, he served in a variety of mortgage and consumer
banking positions over a 15-year period with PNC Bank and its
predecessor, RBC Bank, in Norfolk.  Prior to PNC/RBC, Mr. Becraft
served as a Branch manager at Cenit Bank in Norfolk.

Mr. Becraft earned a B.S. in Business Administration at Old
Dominion University.

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.  The Company's balance
sheet at March 31, 2013, showed $2.03 billion in total assets,
$1.84 billion in total liabilities and $185.36 million in total
shareholders' equity.


HORIYOSHI WORLDWIDE: Incurs $436,700 Net Loss in First Quarter
--------------------------------------------------------------
Horiyoshi Worldwide Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $436,755 on $316,360 of net revenue for the three
months ended March 31, 2013, as compared with a net loss of
$590,191 on $316,561 of net revenue for the same period during the
prior year.

The Company's balance sheet at March 31, 2013, showed $1.03
million in total assets, $2.54 million in total liabilities and a
$1.51 million total stockholders' deficit.

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

                        http://is.gd/bpeVBY

                     About Horiyoshi Worldwide

Los Angeles, Calif.-based Horiyoshi Worldwide, Inc., is a clothing
and accessories design and distribution company whose products are
inspired by the artwork of Japanese master tattoo artist Yoshihito
Nakano -- better known as Horiyoshi III.

Horiyoshi Worldwide disclosed a net loss of $3 million on $1.01
million of net revenue for the year ended Dec. 31, 2012, as
compared with a net loss of $2.89 million on $684,500 of net
revenue for the year ended Dec. 31, 2011.

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 as of Dec. 31, 2012, the Company has accumulated losses of
$6,747,446 since inception.  The company intends to fund
operations through equity financing arrangements, which may be
insufficient to fund its capital expenditures, working capital and
other cash requirements for the year ending Dec. 31, 2013.  In
response to these problems, management intends to raise additional
funds through public or private placement offerings.  These
factors, among others, raise substantial doubt about the company's
ability to continue as a going concern.


HUSTAD INVESTMENTS: June 5 Hearing on Trek Development Hiring
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota will
convene on June 5, 2013, at 10:30 a.m., to consider Hustad
Investment Corporation, et al.'s motion to employ Trek
Development, Inc., to provide development and real estate
brokerage services.

According to the Debtor, Trek is an insider of the Debtor.  The
president and sole shareholder of Trek is Elisabeth Hustad who is
also the president and a director of Debtors Hustad Investment
Company and Hustad Real Estate Company.  In addition, Elisabeth
Hustad owns 15% of the stock of Hustad Investment Company.

Trek has been representing the Debtor since Trek was established
in 1997.

Trek will provide these services:

   i. Development (planning, entitlements, platting, site
      construction management, government permitting, project
      management of contractors, government approval support to
      pad buyers);

  ii. Marketing (signage, Northstar MLS, MNCAR, BATC membership,
      Parade of Homes print advertising, direct mail, broadcast
      e-mails, website, networking); and

iii. Sales (sale negotiations, closing preparation and
      administration).

The Debtors agreed to Trek's compensation arrangement reflected in
the attached contracts:

   a. Development Services Contracts:

      -- Markets at Rush Creek -- 5% of the gross sales price
         upon the closing of the sale of a portion of the
         project or the Land, except for land that is sold "raw"
         or undeveloped.

      -- Bluff Country Village -- 5% of the gross sales price
         upon the closing of the sale of a portion of the
         project or the Land.

   b. Listing Contracts:

      -- Markets at Rush Creek -- If there is a cooperating
         Broker, 6% of the price for which the property is sold
         or exchanged.  If there is not a cooperating Broker,
         4% of the price for which the property is sold or
         exchanged.

      -- Hamlets of Rush Creek -- 5% of the price for which
         the property is sold or exchanged.

      -- Bluff Country Village -- 6% of the price for which
         the property is sold or exchanged.

      -- Hustad/Schommer, Maple Grove -- 6% of the price for
         which the property is sold or exchanged.

      -- Mill Creek, Eden Prairie -- 6% of the price for which
         the property is sold or exchanged.

The Debtor expects that during 2013, the Hamlets at Rush Creek,
the grocery pad in the Markets at Rush Creek, and the convenience
store sale to Geller in Bluff Country Village will close.  The
development and brokerage fees payable to Trek in those
transactions will total approximately $708,500, assuming target
sale prices are reached.  About $511,000 of that sum is brokerage
commission and $197,500 is developer fee.  The Debtor and Trek are
proposing that the portion of the developer fee attributable to
prepetition services be deferred until creditors are paid.  That
amount is estimated to be $68,000.  The Debtor expects that a plan
will be confirmed in this case by the end of 2013.

                     About Hustad Investment

Hustad Investment Corp., Hustad Investments LP, and Hustad Real
Estate Company sought Chapter 11 protection (Bankr. D. Minn. Lead
Case No. 13-40789) in Minneapolis on Feb. 20, 2013.

The Debtors are engaged in the business of real estate investment.
The Debtors own, among others, a commercial development consisting
of 8 acres in Eden Prairie, Minnesota, called Bluff Country
Village, and a mixed-use development consisting of 110+/- acres in
Maple Grove, Minnesota.

The majority of Bluff Country Village is owned by HIC, but some of
that property is owned by HRE.  The Maple Grove Property is owned
by HILP.

Both Bluff Country Village and the Maple Grove Property are
subject to a first mortgage in favor of BMO Harris Bank, N.A.
securing a debt of approximately $12.4 million.  The Chapter 11
cases were filed on the eve of a sheriff's sale scheduled by BMO
in connection with foreclosure of its mortgage.

HILP estimated less than $50 million in assets and liabilities.
HRE estimated less than $10 million in assets and less than $50
million in liabilities.  HIC disclosed $12,941,736 in assets and
$15,022,204 in liabilities as of the Chapter 11 filing.

The Debtors are represented by Michael L. Meyer, Esq., at Ravich
Meyer Kirkman McGrath Nauman, in Minneapolis.


ID PERFUMES: Incurs $2.3 Million Net Loss in First Quarter
----------------------------------------------------------
ID Perfumes, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.35 million on $553,976 of sales for the three months ended
March 31, 2013, as compared with a net loss of $795,582 on
$319,233 of sales for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $2.42
million in total assets, $15.56 million in total liabilities, all
current, and a $13.14 million total shareholders' deficiency.

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

                         http://is.gd/dg9ubR

                          About ID Perfumes

ID Perfumes, Inc., manufactures, markets, and distributes
fragrances and fragrance related products.  The company produces
and distributes its fragrance products under license agreements
with Selena Gomez and Adam Levine.  ID Perfumes, Inc., sells it
products to department stores, perfumeries, specialty retailers,
mass-market retailers, and the United States and international
wholesalers and distributors.  It primarily has operations in the
United States, Latin America, and Canada.  The company was
formerly known as Adrenalina and changed its name to ID Perfumes,
Inc., in February 2013. ID Perfumes, Inc., was founded in 2004 and
is headquartered in Hallandale Beach, Florida.

Goldstein Schechter Koch, P.A., in Coral Gables, Florida,
expressed substantial doubt about Adrenalina's ability to continue
as a going concern.  The independent auditors noted that the
Company incurred a net loss of approximately $12,000,000 and
$5,300,000 in 2008 and 2007.  Additionally, the Company has an
accumulated deficit of approximately $20,900,000 and $8,908,000 at
Dec. 31, 2008, and 2007, and is currently unable to generate
sufficient cash flow to fund current operations.

The Company reported a net loss of $12.01 million in 2008,
compared with a net loss of $5.26 million in 2007.


IMAGEWARE SYSTEMS: Amends 26.8 Million Shares Resale Prospectus
---------------------------------------------------------------
Imageware Systems, Inc., filed a post-effective amendment no.1 to
the Form S-1 registration statement which was previously declared
effective by the Securities and Exchange Commission on May 10,
2012, to update certain material information regarding the selling
stockholders, the plan of distribution, and include current
financial statements, management's discussion and analysis of
financial condition and results of operations for the year ended
Dec. 31, 2012, and the three months ended March 31, 2013, and
other related information in the Registration Statement.  No
additional securities are being registered under this Amendment.

The Company is registering 26,802,440 shares of its common stock,
$0.01 per share, by Bruce Toll, Compass Financial, Traditional
Investment Fund, LTD Class B, Goldman Capital Management MPP, et
al.  The shares of Common Stock registered for resale under this
registration statement include:

   * up to 9,325,000 shares of common stock issued in a private
     placement transaction consummated on Dec. 20, 2011;

   * up to 8,445,000 shares of common stock issuable upon exercise
     of warrants issued in connection with the Private Placement;

   * up to 5,632,440 shares of common stock issued upon conversion
     of the Company's Series C 8 percent Convertible Preferred
     Stock upon consummation of the Private Placement;

   * up to 3,400,000 shares of common stock issuable upon exercise
     of certain warrants owned by BET Funding, LLC.

The Company will not receive any proceeds from the sale of the
shares by the Selling Stockholders; however, if the warrants are
exercised the Company will receive the exercise price of the
warrants, if exercised at all.  The Company will pay the expenses
of registering the shares sold by the Selling Stockholders.

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

                        http://is.gd/xBQxJi

                      About ImageWare Systems

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

Imageware Systems incurred a net loss of $10.19 million in 2012,
as compared with a net loss of $3.18 million in 2011.

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


INFINITY ENERGY: Incurs $1.4 Million Net Loss in First Quarter
--------------------------------------------------------------
Infinity Energy Resources, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $1.39 million for the three months ended
March 31, 2013, as compared with a net loss of $460,733 for the
same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $4.49
million in total assets, $7.36 million in total liabilities, $13.6
million in redeemable convertible preferred stock and a $16.47
million total stockholders' deficit.

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

                        http://is.gd/YZ37w0

                       About Infinity Energy

Overland Park, Kansas-based Infinity Energy Resources, Inc., and
its subsidiaries, are engaged in the acquisition and exploration
of oil and gas properties offshore Nicaragua in the Caribbean Sea.

Infinity Energy disclosed net income of $2.90 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.52 million
during the prior year.

EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses, has no on-going
operations, and has a significant working capital deficit, which
raises substantial doubt about its ability to continue as a going
concern.


INGLES MARKETS: New $700MM Sr. Notes Issue Gets Moody's B1 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$700 million senior unsecured notes issued by Ingles Markets, Inc.
Moody's also affirmed Ingles' Ba3 Corporate Family rating and Ba3-
PD Probability of Default rating. The rating outlook is stable.
Proceeds from the new senior notes will be used to tender for the
existing $575 million senior unsecured notes due 2017, to pay-down
existing revolver loans, supplement cash balances and to pay the
call premium on the existing notes. If the proposed note offering
is upsized, the proceeds will be used to refinance existing real
estate and equipment notes. The ratings are subject to review of
final documentation.

"Ingles has a good regional market position and has been able to
compete successfully with alternative food retailers and
traditional grocers in its regional southeastern markets as
evidenced by its consistent positive same store sales growth and
fairly stable gross margins," Moody's senior analyst Mickey Chadha
stated.

Ratings Rationale:

Ingles' Ba3 Corporate Family Rating reflects the company's solid
regional franchise, its base of owned real estate and adequate
liquidity. The ratings are constrained by its relatively high
leverage, small scale, and geographic concentration.

The following ratings are affirmed:

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3-PD

The following rating is affirmed and will be withdrawn upon
closing of the proposed transaction:

$575 million senior unsecured notes maturing 2017 at B1 (LGD5,
70%)

The following rating is assigned:

Proposed $700 million senior unsecured notes maturing 2023 at B1
(LGD4, 68% )

The stable outlook incorporates Moody's expectation that the
company's same store sales growth will continue to be positive and
credit metrics will continue to modestly improve in the next 12
months.

Ratings could be upgraded if same store sales growth continues to
be positive, liquidity is good, debt/EBITDA approaches 3.5 times,
and EBITA/interest is sustained above 3.0 times.

Ratings could be downgraded if the company's profitability or
liquidity deteriorates or same store sales growth demonstrates a
declining trend. Quantitatively ratings could be downgraded if
debt to EBITDA is sustained above 4.5 times or EBITA to interest
is sustained below 2.0 times.

The principal methodology used in rating Ingles Markets 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.

Ingles Markets, Incorporated is a supermarket chain with
operations in six southeastern states. Headquartered in Asheville,
North Carolina, the company operates 203 supermarkets. The company
also owns and operates neighborhood shopping centers, most of
which contain an Ingles supermarket. Ingles also owns a milk
processing and packaging plant and 94 free standing stores.


INGLES MARKETS: S&P Assigns 'BB-' Rating to New $700 Notes
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on Asheville, N.C.-based supermarket chain
Ingles Markets Inc.  The outlook is stable.

In addition, S&P assigned a 'BB-' issue-level rating (the same as
the corporate credit rating) to the new $700 senior unsecured
proposed notes issuance.  S&P's '4' recovery rating on this
facility indicates its expectation for average recovery (30% to
50%) in the event of a payment default.  The 'BB-' issue-level and
'4' recovery ratings on the company's existing senior unsecured
credit facilities remain unchanged.

"The stable outlook reflects our view that credit measures
following Ingles Markets' proposed issuance of $700 million in
senior unsecured notes will remain close to current levels over
the next year," said credit analyst Nalini Saxena.  "We believe
the company will apply the net proceeds of the notes toward
extinguishing the $575 million existing senior notes, repaying the
$62 million outstanding on its revolving credit facility, and
adding $25 million of cash to the balance sheet  We expect credit
measures to remain within the indicative ratios for an
"aggressive" financial profile.  We also expect the company's
liquidity to remain "adequate", including sufficient cushions on
financial covenants and sufficient capacity to fund approximately
$125 million in capital spending annually in fiscal 2013 and
2014."

The stable outlook reflects S&P's view that credit measures will
remain relatively stable following the proposed transaction.

Based on S&P's view that food cost inflation poses a threat to
margins in the supermarket industry, it could consider a downgrade
in the event that food costs exceed our expectations and
competitive incursions encroach pricing flexibility such that
leverage increases above 5x.  This could, for example, result from
a 50-basis-point decrease in gross margin and a 7% decline in
EBITDA from S&P's fiscal 2013 expectations.  Alternatively, S&P
could consider a downgrade in the event that financial policy
becomes more aggressive and shareholder-friendly decision-making
takes priority over debt reduction, resulting in leverage above
5x.

Although less likely at this time, S&P could consider an upgrade
if it believed leverage would be sustained below 4x.  If the
company applies more proceeds of the proposed notes issuance
toward debt reduction and continue prioritizing application of
cash flow in this vein, and if operating performance continued
to perform well against cost inflation and competition, S&P could
consider an upgrade.  The company would need to reduce its
adjusted debt balance by $50 million and increase EBITDA 12% from
pro forma levels for this to occur.


INSPIREMD INC: Results From the MGuardTM EPS Trial at EuroPCR
-------------------------------------------------------------
InspireMD, Inc., announced a robust schedule of educational events
and data presentations at EuroPCR, culminating in the first
presentation of 6-month results from the MASTER (MGuard for Acute
ST Elevation Reperfusion) trial of the Company's MGuardTM Embolic
Protection Stent (EPS).

EuroPCR is the official annual meeting of the European Association
for Percutaneous Cardiovascular Interventions (EAPCI) and takes
place in Paris, at the Palais Des CongrŠs, from May 21-24, 2013.

Gregg W. Stone M.D., the MASTER study chairman and the Director of
the Cardiovascular Research and Education Center for
Interventional Vascular Therapy at New York-Presbyterian
Hospital/Columbia University Medical Center, said, "In these STEMI
patients, embolic protection is an unmet need that is not
addressed by current bare metal or drug eluting coronary stents.
The clinical evidence supporting the benefits of using the MGuard
EPS stent in STEMI patients continues to grow.  This year's
EuroPCR meeting will add important new data underlining the
protective benefits of MGuard EPS six months post-procedure."

                    InspireMD STEMI Symposium
                     Thursday, May 23, 2013
                      12:00 CET, Room 242AB

    The Embolic Protection Stent - Beyond current techniques:
          A More Effective Solution in STEMI Primary PCI

The InspireMD symposium will be chaired by Jean Fajadet, M.D., Co-
Director, Interventional Cardiology Unit, Clinique Pasteur,
Toulouse, France and Jose P. S. Henriques M.D., Academic Medical
Center Amsterdam, Netherlands.  Additional speakers include Drs.,
Antonio Colombo, Ran Kornowski, Chaim Lotan and Sigmund Silber.
The highlight of the symposium will be the first presentation of
6-month results from the MASTER (MGuard for Acute ST Elevation
Reperfusion) trial of the Company's MGuardTM Embolic Protection
Stent (EPS).

A summary of additional MGuard EPS educational events and data
presentations at EuroPCR follows.  All times are in Central
European Time.  In addition to attending these presentations,
EuroPCR participants can learn more about MGuard EPS at the
InspireMD booth (#P14).

Tuesday, May 21, 2013

12:30-14:00 Interventional strategies for thrombus management in
STEMI, Room 253

13:45-13:55 The use of self-expanding stents and mesh-based stents
by D. Dudek

14:30-15:30 Use of adjunctive imaging during PCI in ACS, Room 342B

14:45-14:55 OCT guided treatment of persistent thrombus in a mesh-
covered stent, by A. Thury

15:30-16:30 Primary PCI for STEMI: prevention of thrombus
embolism, Room 253

16:00-16:10 The use of an embolic protection stent in a STEMI case
of recurrent no-reflow

16:15-16:25 Mesh-covered stent for STEMI patient: patent side
branch after stent coverage



16:45-18:15 Clot, too much clot, new clots: primary PCI for STEMI,
Room 253

17:15-17:25 Resolving a blinded primary PCI by C. Cafri

18:00-18:10 The use of an embolic protection stent in a highly
thrombotic STEMI case by B. Varshitzky

16:45-18:15 How to prevent distal embolization during PCI of
diseased saphenous vein graft, Room 352A

17:30-17:40 The use of an embolic protection stent in a complex
STEMI saphenous vein graft case, by I. Herz

18:00-18:10 Treating in-stent restenosis in saphenous vein graft
with embolic protection stent, by I. Herz

Wednesday, May 22, 2013

14:10-15:40 Interactive case corner #7

Integrated approach with OCT, mesh-covered stent and drug-eluting
balloon for late failure of DES by M.F. Brancati

16:45-18:15 Moderated posters 3

17:51-18:15 Efficacy of an embolic protection stent as a function
of symptom onset to balloon time in STEMI patients: a MASTER trial
sub study by D. Dudek

16:45-18:15 Abstract: Impact of thrombus aspiration device on the
results of primary PCI, Room 243

18:02-18:09 Efficacy of an embolic protection stent as a function
of thrombus size in STEMI patients: a MASTER trial sub study by R.
Costa

Thursday, May 23, 2013

10:45-11:45 Management of intra-coronary thrombus during primary
PCI, Room 352B

11:30-11:40 Extensive thrombotic material protrusion successfully
treated with a mesh covered stent by A. Gholoobi

12:00-13:00 Corner PCI of totally occluded saphenous vein graft,
Abstract & Case Corner

12:15-12:25 STEMI due to vein graft occlusion: new opportunities
with new devices, by C. Cafri

14:10-15:40 New challenges for high-risk primary PCI in 2013, Room
253

14:55-15:00 Case presentation: primary PCI in STEMI - What to do
if standard thrombectomy and regular stent does not seem to be
enough, by B. Mrevlje

14:10-15:40 Up-to-date primary PCI technique, Room 252AB

15:25-15:35 Novel approaches: self-expanding, mesh covered stent,
no stent, by R.J. Van Geuns

"The depth and breadth of our activities at EuroPCR reflect
InspireMD's commitment to addressing unmet needs in interventional
cardiology and establishing MGuard EPS as the industry standard
for coronary stents," said Alan W. Milinazzo, president and chief
executive officer of InspireMD.  "The MASTER trial represents a
critical milestone in the evolution of the company and we are
looking forward to engaging the cardiology community in a dialogue
about its implications for clinical practice at the InspireMD
STEMI Symposium on May 23rd."

Conference Call and Webcast Details

InspireMD will host a conference call and webcast to review 6-
month MASTER trial data on Thursday May 23, 2013 at 8:00 ET, 14:00
CET. To access the call, participants should dial the following
numbers:

      *    U.S. and Canada: +1-888-417-8516
      *    Paris: +33-08-00-90-26-40
      *    International: +1-719-325-2144

A live webcast will be available at www.inspiremd.com.  An
archived webcast will be available for 30 days.

                         About InspireMD

InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties.  On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."

Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, Mguard.  MGuard
provides embolic protection in stenting procedures by placing a
micron mesh sleeve over a stent.  The Company's initial products
are marketed for use mainly in patients with acute coronary
syndromes, notably acute myocardial infarction (heart attack) and
saphenous vein graft coronary interventions (bypass surgery).

InspireMD reported a net loss of US$17.59 million on US$5.35
million of revenue for the year ended June 30, 2012, compared with
a net loss of US$6.17 million on US$4.67 million of revenue during
the prior year.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $14.31 million on $3.37 million of revenues, as
compared with a net loss of $13.65 million on $4.41 million of
revenues for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $9.79
million in total assets, $13.20 million in total liabilities, and
a $3.40 million total capital deficiency.

Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2012.  The independent auditors noted
that the Company has had recurring losses, negative cash flows
from operating activities and has significant future commitments
that raise substantial doubt about its ability to continue as a
going concern.

The Company said the following statement in its quarterly report
for the period ended Dec. 31, 2012:  "The Company has had
recurring losses and negative cash flows from operating activities
and has significant future commitments.  For the six months ended
December 31, 2012, the Company had losses of approximately $9.4
million and negative cash flows from operating activities of
approximately $5.8 million.  The Company's management believes
that its financial resources as of December 31, 2012 should enable
it to continue funding the negative cash flows from operating
activities through the three months ended September 30, 2013.
Furthermore, commencing October 2013, the Company's senior secured
convertible debentures (the "2012 Convertible Debentures") are
subject to a non-contingent redemption option that could require
the Company to make a payment of $13.3 million, including accrued
interest.  Since the Company expects to continue incurring
negative cash flows from operations and in light of the cash
requirement in connection with the 2012 Convertible Debentures,
there is substantial doubt about the Company's ability to continue
operating as a going concern.  These financial statements include
no adjustments of the values of assets and liabilities and the
classification thereof, if any, that will apply if the Company is
unable to continue operating as a going concern."


INTEGRATED FREIGHT: DKM Replaces Peter Messineo as Accountant
-------------------------------------------------------------
Integrated Freight Corporation has engaged DKM Certified Public
Accountants of Clearwater, Florida, as its new registered
independent public accountant.  During the years ended March 31,
2012, and prior to Jan. 10, 2013, the Company did not consult with
DKM regarding (i) the application of accounting principles to a
specified transaction, (ii) the type of audit opinion that might
be rendered on the Company's financial statements by DKM, in
either case where written or oral advice provided by DKM would be
an important factor considered by us in reaching a decision as to
any accounting, auditing or financial reporting issues or (iii)
any other matter that was the subject of a disagreement between
the Company and its former auditor.

On Jan. 10, 2013, the Company was informed that its registered
independent public accountant, Peter Messineo, CPA, of Palm Harbor
Florida, declined to stand for re-appointment.  PM has merged his
firm into the registered firm of Drake and Klein CPAs PA.

PM's did not issue any report on the financial statements.

The Company's Board of Directors participated in and approved the
decision to change independent accountants.

                      About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

On Aug. 19, 2010, at a special stockholders' meeting the Company
approved a reverse stock split, a relocation of its State of
Incorporation to Florida and a change of its name to Integrated
Freight Corporation.  The Company's name change and State of
Incorporation have been approved and are effective as of
Aug. 18, 2010.  The reverse stock split has been approved but is
not effective as of the date of this filing.

The Company ended fiscal 2011 with a net loss of $7.76 million on
$18.82 million of revenue and fiscal 2010 with a net loss of $3.14
million on $17.33 million of revenue.

The Company's balance sheet at Dec. 31, 2011, showed
$11.70 million in total assets, $26.29 million in total
liabilities and a $14.58 million total stockholders' deficit.

In the auditors' report accompanying the financial statements for
year ended March 31, 2011, Sherb & Co., LLP, in Boca Raton,
Florida, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has suffered recurring losses and has a negative
working capital position and a stockholders' deficit.


INTERLEUKIN GENETICS: Has $12 Million Private Placement
-------------------------------------------------------
Interleukin Genetics, Inc., has raised $12 million in gross
proceeds through a private placement of its securities to
accredited investors.  Interleukin sold an aggregate of 43,715,847
shares of its common stock at a price of $0.2745 per share and
issued warrants to purchase an aggregate of 32,786,885 shares of
common stock at an exercise price of $0.2745 per share to the
investors.

Subject to future approval by Interleukin's shareholders of an
increase in the number of authorized shares of common stock, each
investor has the right, prior to June 30, 2014, to purchase its
pro rata share of up to an aggregate of $5,000,000 of additional
shares of common stock and warrants on the same terms and
conditions as those set forth above.

Immediately prior to the closing of this transaction Pyxis
Innovations Inc., the sole holder of Interleukin's Series A-1
Preferred Stock, converted all outstanding shares of Series A-1
Preferred Stock into 28,160,200 shares of common stock and
converted all of Interleukin's outstanding convertible debt
($14,316,255) into 2,521,222 shares of common stock.  Delta Dental
Plan of Michigan, Inc., the sole holder of the Company's
outstanding Series B Preferred Stock, also converted all
outstanding shares of Series B Preferred Stock into 10,928,961
shares of common stock.  Accordingly, following the transaction,
the Company has no outstanding preferred stock or convertible
debt.

BTIG, LLC, acted as the exclusive placement agent for the
transaction.

Prior to the Offering, the Board of Directors of the Company
consisted of six directors.  Pursuant to the terms of the
Certificate of Designations, Rights and Preferences of Series A-1
Preferred Stock and Series B Preferred Stock, the holders of the
Series A-1 Preferred Stock, voting together as a class, were
entitled to elect up to three directors to the Company's Board of
Directors and the holders of Series B Preferred Stock, voting
together as a class, were entitled to elect one director to the
Company's Board of Directors.  The Series A-1 Directors were
nominated and elected by Pyxis, as the sole holder of shares of
our Series A-1 Preferred Stock.  Prior to the Offering, James M.
Weaver and Roger C. Colman were the Series A-1 Directors (and
there was one vacancy).  The Series B Director was nominated and
elected by DDMI, as the sole holder of shares of the Company's
Series B Preferred Stock.  Prior to the Offering, Goran Jurkovic
was the Series B Director.  Prior to the Offering, the Board
included three directors who were not Series A-1 or Series B
Directors and who were classified into three classes as follows:

    (i) William C. Mills III (Class I director with a term ending
        at the 2013 annual meeting);

   (ii) Kenneth S. Kornman, the Company's Chief Executive Officer
       (Class II director with a term ending at the 2014 annual
        meeting); and

  (iii) Mary E. Chowning (Class III director with a term ending at
        the 2015 annual meeting).

Under the terms of the Purchase Agreement, following the Offering
the Board is to consist of seven directors as follows: (i) the
Company's CEO; (ii) one independent director (was shall initially
be Mr. Mills); (iii) two directors designated by Pyxis, (iv) one
director designated by DDMI; and (v) two directors designated by
Bay City Capital Fund V, L.P., one of the Purchasers.
Accordingly, effective subject to and immediately following the
closing of the Offering, James M. Weaver, Roger C. Colman, Goran
Jurkovic and Mary E. Chowning resigned as directors of the
Company.

Additional information can be obtained for free at:

                       http://is.gd/yh9YeI

                        About Interleukin

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

Interleukin Genetics disclosed a net loss of $5.12 million in
2012, as compared with a net loss of $5.02 million in 2011.

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

The Company's balance sheet at March 31, 2013, showed $2.17
million in total assets, $16.95 million in total liabilities and a
$14.78 million total stockholders' deficit.

                        Bankruptcy Warning

"We have retained a financial advisor and are actively seeking
additional funding, however, based on current economic conditions,
additional financing may not be available, or, if available, it
may not be available on favorable terms.  In addition, the terms
of any financing may adversely affect the holdings or the rights
of our existing shareholders.  For example, if we raise additional
funds by issuing equity securities, further dilution to our then-
existing shareholders will result.  Debt financing, if available,
may involve restrictive covenants that could limit our flexibility
in conducting future business activities.  We also could be
required to seek funds through arrangements with collaborators or
others that may require us to relinquish rights to some of our
technologies, tests or products in development.  Our common stock
was delisted from the NYSE Amex in 2010 and is currently trading
on the OTCQBTM.  As a result, our access to capital through the
public markets may be more limited.  If we cannot obtain
additional funding on acceptable terms, we may have to discontinue
operations and seek protection under U.S. bankruptcy laws."


INTERNATIONAL TEXTILE: Pamela Wilson Resigns From Board
-------------------------------------------------------
Pamela K. Wilson tendered her resignation as a director of
International Textile Group, Inc., effective May 16, 2013.

                    About International Textile

International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with current operations principally in the United States, China,
Mexico, and Vietnam.  ITG's long-term focus includes the
realization of the benefits of its global expansion, including
reaching full production at ITG facilities in China and Vietnam,
and continuing to seek other strategic growth opportunities.

International Textile disclosed a net loss of $67.33 million in
2012, as compared with a net loss of $69.64 million in 2011.
The Company's balance sheet at March 31, 2013, showed $363.38
million in total assets, $482.75 million in total liabilities and
a $119.36 million total stockholders' deficit.


IZEA INC: Edward Murphy Appointed Principal Financial Officer
-------------------------------------------------------------
The Board appointed Edward H. Murphy, president and CEO, to act as
the Company's Principal Financial Officer.

                         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.

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.


J.C. PENNEY: Stockholders Elect 11 Directors to Board
-----------------------------------------------------
J. C. Penney Company, Inc., held its annual meeting of
Stockholders on May 17, 2013, at which stockholders:

   (1) elected William Ackman, Colleen Barrett, Thomas Engibous,
       Kent Foster, Geraldine Laybourne, Leonard Roberts, Steven
       Roth, Javier Teruel, Gerald Turner, Myron E. Ullman, III,
       and Mary Beth West to the Board of Directors to serve for a
       term expiring at the 2014 Annual Meeting of Stockholders or
       until their successors are elected and qualified;

   (2) ratified the appointment of KPMG LLP as the Company's
       independent auditor for the fiscal year ending Feb. 1,
       2014; and

   (3) approved, on an advisory basis, the compensation of the
       Company's named executive officers.

                          About J.C. Penney

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

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

                           *     *     *

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

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

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

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

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

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

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


JAYHAWK ENERGY: Incurs $811,000 Net Loss in March 31 Quarter
------------------------------------------------------------
JayHawk Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $811,681 on $42,765 of total revenue for the three months ended
March 31, 2013, as compared with a net loss of $983,355 on
$158,196 of total revenue for the same period during the prior
year.

For the six months ended March 31, 2013, the Company incurred a
net loss of $804,352 on $156,213 of total revenue, as compared
with a net loss of $937,891 on $327,451 of total revenue for the
same period a year ago.

The Company's balance sheet at March 31, 2013, showed $899,077 in
total assets, $3.26 million in total liabilities and a $2.36
million total stockholders' deficit.

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

                        http://is.gd/kjny6Y

                        About JayHawk Energy

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

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

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


JMR DEVELOPMENT: Plan Exclusivity Expires June 4
------------------------------------------------
The Hon. Edward A. Godoy of the U.S. Bankruptcy Court for the
District of Puerto Rico granted JMR Development Group Corp. an
additional 90-day extension, until June, of time to file a
reorganization plan and disclosure statement.  The Debtor
continues with its efforts for its reorganization.  The Debtor
says that it has undertaken extensive work for the completion of
its plan and disclosure statement and that it needed an additional
90 days until June 4, 2013, to do so.

                       About JMR Development

JMR Development Group Corp. filed a Chapter 11 petition (Bankr.
D.P.R. Case No. 11-07907) on Sept. 16, 2011, in Ponce, Puerto
Rico.  CPA Luis R. Carrasquillo & CO., P.S.C serves as financial
accountant.  The Debtor scheduled assets of $12,732,474 and
debts of $48,587,611.  An affiliate, JMR Tourist Development
Group Corp. sought Chapter 11 protection (Case No. 11-07911) on
the same day.


JRG PROPERTIES: Court Won't Annul Stay; Foreclosure Sale in Peril
-----------------------------------------------------------------
The Bankruptcy Court in Los Angeles, California, declined to
validate a foreclosure sale of JRG Properties LLC's assets by
Dayco Funding Corporation.  Bankruptcy Judge Robert Kwan denied
Dayco's motion to annul the automatic stay in relation to the
Debtor's property located at 401-403 South Sultana Avenue,
Ontario, California.

Pursuant to an order to show cause issued by the bankruptcy court,
the court conducted a hearing on October 9, 2012 why the
bankruptcy case should not be dismissed for failure to timely
provide information reasonably requested by the United States
Trustee, i.e., monthly operating reports.  The Debtor, the United
States Trustee, Dayco, and other interested parties attended this
hearing through counsel.  After hearing from counsel, the court
orally ruled at the hearing on October 9, 2012 that the case would
be dismissed for failure to timely file U.S. Trustee monthly
operating reports and directed the U.S. Trustee to submit a
proposed order for dismissal of the case.  On October 18, 2012,
the U.S. Trustee submitted a proposed order for dismissal.  The
order dismissing the Debtor's bankruptcy case was not signed and
entered on the case docket until October 18, 2012.  The bankruptcy
case was closed on November 13, 2012.

However, prior to entry of the dismissal order, on October 10,
2012, Dayco proceeded with a foreclosure sale of the property,
which apparently was noticed before the hearing on October 9,
2012.  But for the automatic stay which remained in effect until
the bankruptcy case was dismissed pursuant to 11 U.S.C. Sec.
362(c)(2), pursuant to nonbankruptcy state law, Dayco became the
owner of the property by credit bid, and obtained a trustee's deed
upon sale.

On March 1, 2013, Dayco brought a motion to reopen the bankruptcy
case to file the motion for retroactive relief from the automatic
stay, or annulment of the automatic stay to validate its
foreclosure sale.  The court granted the motion to reopen the case
by order entered March 20, 2013.  On April 10, 2013, Dayco filed
the motion for annulment of the automatic stay, so that the
trustee's deed upon sale would be valid and enforceable on grounds
that the sale took place after the court's oral ruling to dismiss
the case, though before the actual written order of dismissal was
signed and entered.

Dayco argues that annulment should be granted because that this is
a bad faith filing because "[t]his was a Debtor that entered the
bankruptcy with virtually no business, acted in bad faith during
the bankruptcy, and has continued to do so."  According to Dayco,
the court should allow stay annulment because "[i]n this case, the
Debtor 'lucked out' because Dayco foreclosed on the Property after
the Court announced dismissal of the case but before the Order for
Dismissal was entered" and, "[h]ad Dayco waited until October 19,
2012-9 days after its foreclosure sale was conducted -- to conduct
the sale, the Debtor would not have bought itself additional
months of time to use and possess the Property which it has now
obtained by its 'I got you moment'."

According to Dayco's president, Mr. Dayani, he was advised on
October 9, 2012 by Dayco's counsel that the case was dismissed, so
Dayco credit-bidded the amount owed on the property at the
foreclosure sale on the property, which had been continued to
October 10, 2012.

According to Judge Kwan, "Apparently, Dayco's president was under
the erroneous impression that the foreclosure sale could be held
because the bankruptcy case was dismissed, but this indicates that
he may not have been properly advised of the effect of the court's
oral ruling. The general rule is that a judgment is effective when
docketed by the clerk."

Judge Kwan said Dayco's counsel knew or should have known that the
dismissal was not final until the actual order was approved and
entered on the docket.  "Dayco does not explain in its papers why
this information did not get across to its president and
management. Thus, Dayco should have known that the automatic stay
was in effect until the court signed and entered the dismissal
order."

A copy of the Court's May 28, 2013 Statement of Decision is
available at http://is.gd/tOfIzgfrom Leagle.com.

JRG Properties LLC, based in Los Angeles, California, filed for
Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 12-35303) on
July 23, 2012.  Judge Robert N. Kwan oversees the case.  Andrew P.
Altholz, Esq. -- andrewpaltholz@msn.com -- serves as the Debtor's
counsel.  In its petition, JRG estimated $1 million to $10 million
in assets, and $500,001 to $1 million in debts.  A list of the
Company's five largest unsecured creditors is available for free
at http://bankrupt.com/misc/cacb12-35303.pdf The petition was
signed by Jaime Garcia, officer & manager.


K-V PHARMACEUTICAL: Investor Group Raises Offer to $275 Mill.
------------------------------------------------------------
Stephanie Gleason writing for Daily Bankruptcy Review reports that
a group of investors has raised its offer for K-V Pharmaceutical
Co. to $275 million, as the promise of an improved offer from
senior bondholders continues to go unfulfilled.

This latest offer is from a group of convertible noteholders
composed of funds controlled by Greywolf Capital, Capital Venture
International, Deutsche Bank Securities Inc. and Kingdon
Associates, a group that's battling with senior bondholders to
become K-V's new owners, according to Daily Bankruptcy Review.

                     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.


KIWIBOX.COM INC: Incurs $1.1 Million Net Loss in First Quarter
--------------------------------------------------------------
Kiwibox.com, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.14 million on $316,800 of total net sales for the three
months ended March 31, 2013, as compared with a net loss of $1.87
million on $462,637 of total net sales for the same period a year
ago.

The Company's balance sheet at March 31, 2013, showed $6.81
million in total assets, $26.88 million in total liabilities, all
current, and a $20.07 million total stockholders' impairment.

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


                         http://is.gd/y47pkA

                          About Kiwibox.com

New York-based Kiwibox.com, Inc., acquired in the beginning of
2011 Pixunity.de, a photoblog community and launched a U.S.
version of this community in the summer of 2011.  Effective
July 1, 2011, Kiwibox.com, Inc., became the owner of Kwick! -- a
top social network community based in Germany.  Kiwibox.com shares
are freely traded on the bulletin board under the symbol KIWB.OB.

Kiwibox.com disclosed a net loss of $14.01 million on $1.46
million of total net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $5.90 million on $599,615 of total net
sales during the prior year.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012.  The
independent auditors noted that the Company's revenues are
insufficient to finance the business, and the Company is entirely
dependent on the continuation of funding from outside investors.
These conditions raise substantial doubt about its ability to
continue as a going concern.


LEHMAN BROTHERS: $1.5-Bil. Dispute Goes Before Appeals Panel
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Barclays Plc and the trustee liquidating the
brokerage unit of Lehman Brothers Holdings Inc. laid out their
positions in oral argument May 29 before the U.S. Court of Appeals
in Manhattan in a dispute over $1.5 billion.

The report notes that if Barclays prevails, the London-based bank
keeps the $1.5 billion in cash representing margin for exchange-
traded derivatives.  If Lehman trustee James Giddens wins, the
$1.5 billion will enhance distributions to unsecured creditors of
the brokerage, which was sold to Barclays at the outset of
Lehman's bankruptcy in September 2008.

The report recounts that U.S. Bankruptcy Judge James M. Peck
originally awarded Mr. Giddens the $1.5 billion, saying the court
was told the sale of the North American investment banking
business didn't include cash. On appeal, U.S. District Judge
Katherine B. Forrest reversed, allowing Barclays to keep the
money.

The three judges on the U.S. Court of Appeals panel that heard
arguments May 29 didn't say how they will rule or when. U.S.
Circuit Judge Ralph K. Winter came the closest to revealing a
point of view when he said it would have been an "economic coup"
for Mr. Giddens were he to retain the $1.5 billion in cash margin.

The report notes that the appeal was argued by William R. Maguire
of Hughes Hubbard & Reed LLP for the trustee and David Boies of
Boies Schiller & Flexner LLP for Barclays.

Mr. Rochelle notes that the case boils down to an interpretation
of what became known as the clarification letter negotiated and
signed after Judge Peck approved the main agreement selling the
brokerage to Barclays within hours after the Lehman brokerage went
into bankruptcy.

The report relates that Judge Peck's approval anticipated there
would be a clarification letter, although it couldn't change
material terms of the deal.  Mr. Maguire argued that language
allowing Barclays to take $1.5 billion cash was buried in a
parenthetical in a footnote in the clarification letter not
noticed by the trustee until months later.  Mr. Maguire said the
trustee didn't notice sooner because he relied on the bank's
representation at the sale hearing that Barclays wouldn't receive
any cash.

The report relays that Mr. Maguire took the position that the
transfer of cash was a new material term that was invalid for lack
of court approval.  Mr. Boies argued that taking the cash wasn't a
materially different term because the parties decided after
initial court approval that the bank would acquire exchange-traded
derivatives.  Mr. Boies said that taking the derivatives without
the collateral would be akin to purchasing liabilities without
offsetting assets.  Barclays pointed out that the main sale
agreement in fact gave Barclays several hundred million dollars in
cash in the form of deposits.  The derivatives collateral was
simply another form of collateral consistent with the sale
agreement, Mr. Boies said.  Mr. Boies distinguished between
encumbered and unencumbered cash.  He said that Barclays received
no unencumbered cash.  The $1.5 billion was encumbered cash
consistent with Judge Peck's original approval of the sale.

The Bloomberg report discloses that in court papers, Barclays
pointed out how it bought the Lehman brokerage "amid the chaos and
financial uncertainty of September 2008."  Without the sale, there
would have been a "catastrophic liquidation," Barclays said, with
billions in losses for the Lehman broker and its customers.  As a
consequence of the losses avoided by the sale, Barclays said, the
trustee will be able to pay customer claims in full.

The appeal is Giddens v. Barclays Capital Inc. (In re Lehman
Brothers Holdings Inc.), 12-2328, U.S. Court of Appeals for the
Second Circuit (Manhattan).  The district court case was Barclays
Capital Inc. v. Giddens (In re Lehman Brothers Inc.),11-6052, U.S.
District Court, Southern District New York.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEO MOTORS: Incurs $181,000 Net Loss in First Quarter
-----------------------------------------------------
Leo Motors, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $180,887 on $0 of net revenues for the three months ended
March 31, 2013, as compared with a net loss of $152,126 on $5,782
of net revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $1.17
million in total assets, $1.56 million in total liabilities and a
$391,084 of total stockholders' deficit.

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

                        http://is.gd/ZspZSk

Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo
Motors, Inc., a Nevada corporation, is currently engaged in the
research and development of multiple products, prototypes and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies.

In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, John Scrudato CPA, in Califon, New
Jersey, expressed substantial doubt about Leo Motors' ability to
continue as a going concern, citing the Company's significant
losses since inception of $16.2 million and working capital
deficit of $632,161.

The Company reported a net loss of $1.9 million on $25,605 of
revenues in 2012, compared with a net loss of $5.4 million on
$920,587 of revenues in 2011.

In 2011 the Company determined its investment in Leo B&T Inc. an
investment account was impaired and recorded an expense of
$4.5 million.  During the 2012 year the Company had a net non
operating income largely from the result of the forgiveness of
debt for $1.3 million.


LIBERACE FOUNDATION: Brownstein Hyatt as Special Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada continued
until May 8, 2013, at 9:30 a.m., the hearing to consider Liberace
Foundation for the Creative and Performing Arts' motion to employ
Brownstein Hyatt Farber Schreck LLP as special counsel.

                   About Liberace Foundation

Founded in 1976, the Liberace Foundation for the Creative and
Performing Arts -- http://www.liberace.org/-- helps students in
Southern Nevada pursue careers in the performing and creative arts
through scholarship assistance and artistic exposure.  The
foundation has awarded more than 2,700 students with scholarships.
It owns the Liberace Museum Collection at 1775 E. Tropicana, in
Las Vegas.  The Liberace Museum, which has exhibited the jewelry,
pianos, garish gowns and other artifacts owned by the great
pianist and showman, was opened in 1979.  The property is valued
at $13 million.  The secured creditor, U.S. Bank N.A., is owed
$1.269 million.

Liberace Foundation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-22004) in Las Vegas on Oct. 24, 2012, estimating
$10 million to $50 million in both assets and liabilities.

Bankruptcy Judge Mike K. Nakagawa presides over the case.  The
Ghandi Law Offices serves as the Debtor's counsel.  The petition
was signed by Anna Nateece, business manager.

No committee has been appointed or designated by the U.S. Trustee.


LIFECARE HOLDINGS: Settlement for Unsecured Creditors Approved
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of hospital owner LifeCare Holdings Inc.
received court approval for a settlement allowing the business to
be sold to senior lenders in exchange for $320 million in secured
debt.  Approved by the bankruptcy court in Delaware on May 28, the
settlement gives $1.5 million cash to general unsecured creditors
other than subordinated noteholders.  In addition, the settlement
ensures that unsecured creditors won't be sued for return of
payments received in weeks before bankruptcy.

According to the report, unsecured creditors estimate they will
have a 7.5 percent cash recovery thanks to the settlement.  The
settlement gives $2 million cash to subordinated noteholders, for
a 1.7 percent recovery.  They receive less than general unsecured
creditors as a consequence of a subordination agreement with
senior lenders.  The senior lenders are providing another $150,000
for the creditors' lawyers.

The report notes that the bankruptcy court in Delaware approved
the sale to the lenders in April, on the assumption that the
settlement would be approved later.  There were no bids to compete
with the offer from the lenders, who were owed about $355 million
on a secured credit facility with JPMorgan Chase Bank NA as agent.

                           About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a $570 million
acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, to sell the assets to secured
lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


LONE PINE: S&P Lowers Corporate Credit Rating to 'CCC+'
-------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Calgary, Alta.-based independent
exploration and production (E&P) company Lone Pine Resources
Canada Ltd. to 'CCC+' from 'B-'.  At the same time, Standard &
Poor's lowered its issue-level rating on Lone Pine's senior
unsecured notes to 'CCC-' from 'CCC'.  The '6' recovery rating on
the notes is unchanged.  Standard & Poor's also placed the ratings
on CreditWatch with negative implications.

"The downgrade and CreditWatch placement reflect our assessment
that Lone Pine could face a near-term liquidity crisis," said
Standard & Poor's credit analyst Aniki Saha-Yannopoulos.  The
company is likely to violate the maximum leverage covenant under
its revolving credit facility at the end of second-quarter 2013
because its ability to generate EBITDA remains weak.  Access to
this revolving credit facility is an important component of Lone
Pine's liquidity; Lone Pine had minimal cash on hand, C$20 million
available under its revolver and no other source of liquidity as
of March 31, 2012.  The company has a C$10 million interest
payment due in August and another $10 million of capital
expenditure for 2013.  In response to weak commodity prices and
tight liquidity position, Lone Pine has reduced its capital
expenditures such that it cannot maintain a stable production thus
leading to a declining cash flow.  "Unless it successfully
concludes the strategic review of its asset portfolio, either with
asset sales or a joint venture, in the next few months, we believe
its liquidity situation will deteriorate," Ms. Saha-Yannopoulos
added.

The ratings on Lone Pine reflect Standard & Poor's view of the
company's "vulnerable" business risk profile and "highly
leveraged" financial risk profile.  The ratings also reflect what
Standard & Poor's views as Lone Pine's potential to breach its
financial covenants, weak liquidity, and worsening cash flow due
to declining production.

Lone Pine is a small E&P company with most of its production from
Alberta.  Its capex budget focuses mostly on the liquids play,
especially Evi field.  As of Dec. 31, 2012, Lone Pine had a
reserve base of 188 billion cubic feet equivalent and an average
production of 49.4 million cubic feet a day for first-quarter
2013.  As of March 31, 2013, the company had about C$388 million
in adjusted debt, which includes adjustments for operating leases
(about C$10 million) and asset-retirement obligations (about C$9
million).

S&P intends to resolve the CreditWatch before the end of August,
and sooner if Lone Pine announces any material transaction.  The
company is conducting a strategic review of its asset portfolio,
and S&P believes that there is a strong likelihood of it lowering
the corporate credit and senior unsecured debt ratings further if
Lone Pine makes no positive announcement during this period.


LYFE COMMUNICATIONS: Incurs $725,000 Net Loss in First Quarter
--------------------------------------------------------------
Lyfe Communications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $725,433 on $51,532 of revenues for the three months
ended March 31, 2013, as compared with a net loss of $265,970 on
$166,306 of revenues for the three months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed
$1.19 million in total assets, $3.56 million in total liabilities,
and a $2.36 million total stockholders' deficit.

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

                        http://is.gd/em3x3p

                     About LYFE Communications

South Jordan, Utah-based LYFE Communications, Inc.'s business is
to develop, deploy, and operate next generation media and
communications network based services to single-family, multi-
family, high-rise resort and hospitality properties.

LYFE Communications disclosed a net loss of $1.74 million on
$531,531 of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $3.88 million on $621,830 of revenue for the
year ended Dec. 31, 2011.

HJ & Associates, LLC, in Salt Lake City, Utah, 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 losses since inception.  The Company
has not established operations with consistent revenue streams and
has a working capital deficit.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.


LUCID INC: Had $1 Million Net Loss in First Quarter
---------------------------------------------------
Lucid, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.05 million on $1.05 million of revenues for the three months
ended March 31, 2013, as compared with a net loss of $3.38 million
on $317,809 of revenues for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $1.72
million in total assets, $10.41 million in total liabilities and a
$8.69 million total stockholders' deficit.

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

                        http://is.gd/UGsCbK

                          About Lucid Inc.

Rochester, N.Y.-based Lucid, Inc., is a medical device company
that designs, manufactures and sells non-invasive cellular imaging
devices that assist physicians in the early detection of disease.
The Company's VivaScope(R) platform produces rapid noninvasive,
high-resolution cellular images for subsequent diagnostic review
by physicians, pathologists and other diagnostic readers.

As reported in the TCR on April 9, 2012, Deloitte & Touche LLP, in
Rochester, New York, expressed substantial doubt about Lucid'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 of the Company's recurring losses from
operations, deficit in equity, and projected need to raise
additional capital to fund operations.


MAIN STREET: Daily Voice Auction Set for June 20
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Daily Voice, the owner of a news website for 41
communities in Westchester County, New York, and Fairfield County,
Connecticut, will be sold to the founder and two shareholders for
$800,000, mostly in exchange for debt, absent a better offer at a
June 20 auction.

According to the report under sale procedures approved May 29 by
the U.S. Bankruptcy Court in White Plains, New York, competing
bids are due June 17.  There will be a hearing on June 21 to
approve the sale.

The Bloomberg report discloses that founder Carll Tucker and two
shareholders will be the buyers, assuming there is no better offer
at auction.  They are offering $100,000 cash while taking
ownership in exchange for $550,000 in pre-bankruptcy secured debt
and $150,000 in financing for the Chapter 11 effort.

                        About Main Street

Main Street Connect LLC, the owner of the Daily Voice news website
for 41 communities in Westchester County, New York, and Fairfield
County, Connecticut, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-22729).  The business disclosed assets of $395,000 and
liabilities totaling $877,000, including $550,000 in secured debt.

Daily Voice was facing a lawsuit by workers alleging violation of
the federal Fair Labor Standards Act.  The lawsuit, which is
pending, had cost $500,000 in fees and precluded raising more
financing.


MAKENA GREAT: GAC Storage Copley's Bankruptcy Case Dismissed
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois in
April dismissed the Chapter 11 case of Debtor GAC Storage Copley
Place, LLC -- an affiliate of GAC Storage Lansing, LLC, et al.

The dismissal is pursuant to a settlement agreement between Debtor
GAC Storage and Amerco Real Estate Company.

The settlement agreement also provides that from Amerco's cash
collateral in the DIP Account, the Debtor is authorized to pay a)
U.S. Trustee statutory fees of $2,600; and b) up to $10,000 for
fees and expenses incurred by the Debtor's counsel in connection
with the motion.

As reported in the Troubled Company Reporter on April 5, 2013,
Amerco is the successor to GAC Copley's prepetition lender, Bank
of America, N.A., and current owner of the Debtor's former storage
facility pursuant to a non-judicial foreclosure sale that occurred
on March 28, 2013.

The Settlement Agreement resolves all claims between GAC Copley
and Amerco, provides for the payment of U.S. Trustee statutory
fees and a portion of the Debtor's attorneys' fees from cash
collateral, and contemplates dismissal of the bankruptcy Case.
GAC Copley submits that dismissal is appropriate and in the best
interests of creditors because there is no likelihood of
rehabilitation and no remaining assets to administer in the
Debtor's estate.

Under the Settlement Agreement, the Debtor, its principals, and
the guarantors of the prepetition loan agreements must cooperate
with William J. Hoffman, the receiver in the transfer of
possession of the Debtor's storage facility in San Diego,
California, and turnover of any rents.  Provided no settlement
default exists by GAC Copley or the Copley Guarantors under the
Settlement Agreement, Amerco will dismiss with prejudice Amerco's
claims in the foreclosure litigation in the California state court
with respect to GAC Copley and in certain Nevada litigation with
respect to the Copley Guarantors.

GAC Copley is required to file a request for an order authorizing
the Debtor to use Amerco's cash collateral as follows in
connection with dismissal of the bankruptcy case: (1) payment of
U.S. Trustee statutory fees not to exceed $4,000, (2) payment of
Debtor's counsel in an amount not to exceed $10,000 for fees and
expenses incurred in connection with the Motion and dismissal of
the bankruptcy case, and (3) turnover the balance of cash
collateral in the DIP account to Amerco.

        About GAC Storage & Makena Great American Anza Co.

GAC Storage Lansing LLC -- which owns and operates a warehouse and
storage facility with 522 storage units, generally located at 2556
Bernice Road, Lansing, Illinois -- filed for Chapter 11 bankruptcy
(Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.  Jay S.
Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure, Esq.,
at Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor
as counsel.  Robert M, Fishman, Esq., and Gordon E. Gouveia, Esq.,
at Shaw Gussis Fishman Glantz Wolfson, & Towbin LLC, in Chicago,
represents the Debtor as local counsel.  It estimated $1 million
to $10 million in assets and debts.  The petition was signed by
Noam Schwartz, secretary and treasurer of EBM Mgmt Servs, Inc.,
manager of GAC Storage, LLC.

The Makena Great American Anza Company LLC --
http://www.makenacapital.net/-- a commercial shopping center
developers in Southern California, filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in Chicago.
Anza leads the way in the acquisition and development of
"A-Location" small commercial shopping centers and corner
properties in Southern California.  Lawyers at Shaw Gussis Fishman
Glantz Wolfson & Towbin, LLC, in Chicago, and Bernstein, Shur,
Sawyer & Nelson, P.A., in Portland, Maine, serve as counsel to the
Debtor.  Makena disclosed $13,938,161 in assets and $17,723,488 in
liabilities.

Other affiliates that sought bankruptcy protection are GAC Storage
Copley Place LLC, GAC Storage El Monte LLC, and San Tan Plaza LLC.
The cases are being jointly administered under lead case no.
11-40944.

At the behest of lender Bank of America, N.A., the Bankruptcy
Court dismissed the Chapter 11 case of San Tan Plaza, as reported
by the Troubled Company Reporter on July 17, 2012.


MIDTOWN SCOUTS: Creditors' Meeting Reset to June 20
---------------------------------------------------
The meeting of creditors pursuant to 11 U.S.C. Sec. 341 for
Midtown Scouts Square Property, LP, and Midtown Scouts Square,
LLC, originally set for June 10, 2013, has been reset for June 20,
2013, at 3:00 p.m., at the United States Courthouse, 515 Rusk,
Suite 3401, in Houston, Texas.

Midtown Scouts Square Property, LP, filed a Chapter 11 petition
(Bankr. S.D. Tex. Case No. 13-32920) on May 9, 2013.  The
petitions were signed by Erich Mundinger as president of general
partner.  Judge Karen K. Brown presides over the case.  MSS
Property estimated assets and debts of at least $10 million.
Hoover Slovacek, LLP, serves as the Debtor's counsel.


MINT LEASING: Incurs $536,000 Net Loss in First Quarter
-------------------------------------------------------
The Mint Leasing, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $536,475 on $3.24 million of total revenues for the
three months ended March 31, 2013, as compared with net income of
$95,121 on $3 million of total revenues for the same period during
the prior year.

The Company's balance sheet at March 31, 2013, showed $23.52
million in total assets, $23.30 million in total liabilities and
$221,300 in total stockholders' equity.

                         Bankruptcy Warning

"Over the past approximately one-hundred and twenty days, we have
been in discussions with various parties and have entered into
various term sheets regarding potential funding transactions in
order to enable us to raise funds sufficient to pay the discounted
Settlement Amount that Comerica has previously agreed to accept in
satisfaction of the Renewal.  To date, we have not entered into
any definitive agreements associated with such potential funding
transactions and do not have sufficient funding to pay the
Settlement Amount or to satisfy our other obligations under the
Renewal.  In the event that we are unable to pay the Settlement
Amount (or the full amount of the Renewal, if required by
Comerica) or are unable to come to terms on a further forbearance
or extension of the Renewal, Comerica could take further actions
against us to enforce its security interest over our assets, seek
immediate repayment of the full amount due under the facility,
seek an immediate foreclosure of such assets and/or may take other
actions which have a material adverse effect on our operations,
assets and financial condition or force us to seek bankruptcy
protection."

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

                       http://is.gd/wP3XCA

                       About Mint Leasing

Houston, Texas-based The Mint Leasing, Inc., is in the business of
leasing automobiles and fleet vehicles throughout the United
States.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, M&K CPAS, PLLC, in Houston, Texas,
expressed substantial doubt about Mint Leasing's ability to
continue as a going concern.  The independent auditors noted that
Mint Leasing has a significant amount of debt due within the next
12 months, and may not be successful in obtaining renewals or
renegotiating its loans.

The Company reported a net loss of $238,969 on $10.0 million of
revenues in 2012, compared with a net loss of $1.6 million on
$10.8 million of revenues in 2011.


MEMC ELECTRONIC: S&P Affirms 'B+' CCR; Outlook Negative
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on MEMC Electronic Materials Inc.  The outlook is
negative.  S&P also affirmed its 'B+' rating on the company's
$550 million 7.75% senior notes due May 19, 2019.  The recovery
rating remains at '4', indicating S&P's expectation of average
(30% to 50%) recovery of principal if a payment default occurs.

The corporate credit rating of MEMC Electronic Materials Inc.
reflects its "weak" business risk profile and "aggressive"
financial risk profile.

"The rating reflects MEMC's participation in highly competitive
markets, dependence on government subsidies for its solar energy
segment, history of weak profitability, and increasing leverage,"
said Standard & Poor's credit analyst Jatinder Mall.  "These
weaknesses are somewhat mitigated, in our view, by the company's
leading position in semiconductor manufacturing and development of
solar energy projects, as well as its good diversification," added
Mr. Mall.

MEMC operates in semiconductor materials and solar energy
reportable industry segments.  The semiconductor materials segment
(36% of revenues) includes the development, production, and
marketing of semiconductor wafers.  The solar energy segment (64%
of revenues) provides solar energy services that integrate the
design, installation, financing, monitoring, operations, and
maintenance of portions of the downstream solar market.


MMRGLOBAL INC: Expands Health IT Patent Licensing Efforts Abroad
----------------------------------------------------------------
MMRGlobal, Inc.'s primary business will be expanded from its
previous focus of selling consumer and professional products and
services, including its MyMedicalRecords PHR and MMRPro document
imaging and scanning systems, to equally exploiting and licensing
its health information technology patents domestically and
internationally.  The Company markets MyMedicalRecords and MMRPro
throughout the United States and other countries and territories
where it has licensees and strategic partners such as in
Australia, Japan and China.  The Company is also retaining counsel
in Australia and Singapore in support of efforts to protect its
patents and other intellectual property in those countries.
Additionally, the Company announced that the European Commission
has recently granted orphan designation for Lenalidomide as an
orphan medicinal product for the treatment of follicular lymphoma.
This drug is the subject of the MMR's non-exclusive biotech
license agreement and the Company sees this announcement as a
positive step toward the achievement of remaining milestone
payments due under the biotech licensing agreement.  MMR is also
planning on continuing its efforts to license its biotechnology
patents, patient samples and related IP.

MMRGlobal CEO Robert H. Lorsch is scheduled to appear on Fox News
Radio's "The Vipp Jaswal Report" where he will discuss MMR and his
efforts on behalf of a campaign to encourage Congress to direct
portions of a $27 billion stimulus budget to emerging growth
companies who provision interoperable patient-facing Personal
Health Records for their eligible healthcare customers.  The Vipp
Jaswal Report is broadcast all across America and internationally
on Fox News Radio.  After Lorsch's scheduled appearance on the May
16th show, the 30-minute interview will be available on the
Internet at the Company's Facebook page following the broadcast
(https://www.facebook.com/MMRGlobal?fref=ts)

MMR provides patented Personal Health Record products and services
to consumers, employers, associations, hospitals and healthcare
professionals, and retailers and other strategic partners.
Customers and licensees include Regent Surgical Health, Alcatel-
Lucent, ng Connect, 4medica, Interbit Data, Vida Senior Resource
and affiliated home healthcare agencies, VisiInc in Australia and
Unis-Tonghe Technology (Zhengzhou) Co., Ltd. in China, as well as
independent pharmacies, pharmacy chains and other retailers and
mass merchandisers nationwide, visiting nurses, caregivers,
patient advocates, medical supply companies and in-home sales
affiliates.

The Company also announced that it has filed its quarterly report
on Form 10-Q for the period ended March 31, 2013, with the United
States Securities and Exchange Commission.  The Company reported a
reduction in net losses of 4.6 percent from $1,584,201 for the
first quarter of 2012 to $1,511,821 for the same period in 2013.
$342,731 of this were non-cash losses attributable to expenditures
which stem mainly from the application of accounting principles
including but not limited to stock options, warrants and common
stock issued for services, among other similar types of expenses.

The Company projects sales to increase in future quarters from HIT
license agreements and MMRPro sales from the existing VisiInc
contracts. Shipment of approximately $600,000 in VISI MMRPro
systems had been delayed due to additional integration
requirements requested by Burkhart Dental and Synnex specifically
to back-up data from an MMRPro system to a Seagate NAS box.
Requirements also included building seamless integration of MMRPro
with Dentrix, the software used by the dentists in the Burkhart
channel.  The Company also expects to receive additional biotech
milestone payments of up to $12.65 million, pursuant to one
existing non-exclusive license agreement.  To date, the Company
has already received $850,000 in biotech milestone payments.

MMR has seven issued U.S. patents as well as additional
applications and continuation applications with nearly 400 claims
relating to Personal Health Records transmitted via an Internet
portal under the heading of "Method and System for Providing
Online Medical Records" and "Method and System for Providing
Online Records."  MMR's patent portfolio also includes numerous
other issued patents and pending applications in countries of
commercial interest around the world which include Australia,
Singapore, New Zealand, Mexico, Canada, Japan, Hong Kong, South
Korea, Israel, and European nations.

The Company also continues efforts to maximize the current and
future value of its biotech intellectual property that was
acquired through its reverse merger with Favrille, Inc. in January
2009, These biotech assets include the exploitation and licensing
of patents, data and over 1,800 patient samples from the Company's
pre-merger clinical vaccine trials, the FavIdTM/SpecifidTM
vaccine, and exploiting the anti-CD20 antibodies to treat B-cell
lymphomas.

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

                        http://is.gd/8pTGIT

                         About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Rose, Snyder & Jacobs LLP, in Encino,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations during the years ended
Dec. 31, 2011, and 2010.

The Company reported a net loss of $8.88 million in 2011, compared
with a net loss of $17.90 million in 2010.  The Company reported a
net loss of $10.3 million in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$2.02 million in total assets, $8.48 million in total liabilities,
and a $6.45 million total stockholders' deficit.


MOLDING INTERNATIONAL: Meeting of Creditors Set for June 17
-----------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in the Chapter 11 case of Molding International and Engineering,
Inc., on June 17, 2013, at 2:30 p.m.  The hearing will be held at
Room 720, 3801 University Ave., Riverside, California.

Snowbird Capital Mezzanine Fund filed an Involuntary Chapter 11
case against Temecula, California-based Molding International and
Engineering, Inc. (Bankr. C.D. Cal. Case No. 13-16235) on
April 5, 2013.  Bankruptcy Judge Meredith A. Jury presides over
the case.

The petitioner is represented by Mark B. Joachim, Esq., at Arent
Fox, LLP.

The Court said that no pleading or other defense to the petition
having been filed within 21 days after service of the summons,
and, accordingly, order for relief was issued against the Debtor.


MOORE FREIGHT: Boring & Goins Approved as Accountants
-----------------------------------------------------
The Hon. Keith M. Lundin of the U.S. Bankruptcy Court for the
Middle District of Tennessee authorized Moore Freight Service,
Inc., et. al., to employ Boring & Goins, PC as accountants.

Boring & Goins is expected to, among other things:

   -- assist with the preparation of federal, state and local tax
returns;

   -- perform tax analysis related to past and future
transactions; and

   -- inspect and analyze books and records of the Debtors
including any related information filed with the Court.

The hourly rates of Boring & Goins' personnel are:

         Principals                    $185
         Assistants                     $75

Boring & Goins has provided tax and other accounting services to
the Debtors for several years and to entities no longer in
business, but which are related to the Debtor.

To the best of the Debtors' knowledge, Boring & Goins is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                    About Moore Freight Service
                      and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  Attorneys at
Harwell Howard Hyne Gabbert & Manner PC serve as counsel.  LTC
Advisory Services LLC serves as the Debtor's financial advisors.
Moore Freight estimated assets and debts of $10 million to $50
million.  CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.


MOORE FREIGHT: Waddey & Patterson Approved as I.P. Counsel
----------------------------------------------------------
The Hon. Keith M. Lundin of the U.S. Bankruptcy Court for the
Middle District of Tennessee authorized Moore Freight Service,
Inc., et. al., to employ the law firm of Waddey & Patterson, PC as
intellectual property counsel.

Waddey & Patterson is expected to advice and assist the Debtors
regarding certain intellectual property, including, specifically,
not without limitation, related to the processes and equipment for
transportation of flat glass.  Waddey & Patterson will, among
other things:

   -- assist and advise the Debtors with respect to intellectual
property issues and rights generally;

   -- prepare and file and prosecute on the Debtors' behalf patent
applications; and

   -- to assist the Debtors in monetizing and otherwise realizing
value from the intellectual property.

The hourly rates of Waddey & Patterson's personnel are:

         Principals               $250 - $370
         Associates               $200 - $250
         Law Clerks                   $80
         Paralegals                $95 - $100

The Debtors will also pay Waddey and Patterson a retainer of
$15,000.

Edward D. Languist, a shareholder of the firm, assures the Court
that Waddey & Patterson does not represent any interest adverse to
the Debtors in matters which it is to be engaged.

                    About Moore Freight Service
                      and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  Attorneys at
Harwell Howard Hyne Gabbert & Manner PC serve as counsel.  LTC
Advisory Services LLC serves as the Debtor's financial advisors.
Moore Freight estimated assets and debts of $10 million to $50
million.  CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.


MOSS FAMILY: Faegre Out of Michigan Negotiations
------------------------------------------------
Moss Family Limited Partnership and Beachwalk, L.P. notified the
U.S. Bankruptcy Court for the Northern District of Indiana that
Faegre Baker Daniels LLP will have a limited scope of work.

The Debtor relates that on Feb. 28, 2013, the Debtors were
authorized to employ Faegre Baker as special counsel in order to:

   a) negotiate and discuss with the town of Michigan City and its
officials and agencies, including issues regarding utility
systems, emergency access and ownership of common areas;

   b) negotiate and discuss with the creditors of the Debtors
regarding valuation of collateral and restructuring; and

   c) development of strategies regarding new capital for
development.

According to the Debtor, since that time, the scope of the work
which Faeger Baker has been engaged to provide services for has
been limited to issues pertaining to items (b) and (c) above,
along with assistance in discussions and negotiations with the
elected board of the Beachwalk Property Owners Association.

Faeger Banker will not be negotiating any issues on behalf of the
Debtors with the Town of Michigan City.

As reported in the Troubled Company Reporter on April 16, 2013,
Faegre Bakers' current hourly rate is from $200 to $500.

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

                         About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17, 2012.  Judge Harry C. Dees, Jr., presides over the case.
Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C.,
represents the Debtors.  The Debtor disclosed $6,609,576 in assets
and $6,299,851 in liabilities as of the Chapter 11 filing.


MOTORS LIQUIDATION: $1.4BB Net Assets in Liquidation at March 31
----------------------------------------------------------------
Motors Liquidation Company GUC Trust filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing $1.67 billion in total assets, $280.55 million in total
liabilities and $1.39 billion in net assets in liquidation as of
March 31, 2013.  A copy of the Report is available at:

                          http://is.gd/83siaD

                       About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


MPG OFFICE: Enters Into Agreement to Sell Plaza Las Fuentes
-----------------------------------------------------------
MPG Office Trust, Inc. on May 29 disclosed that it has entered
into an agreement to sell its Plaza Las Fuentes office and retail
property located in Pasadena, California to East West Bank and
Downtown Properties Holdings.

The purchase price is $75.0 million, and the buyer has made a non-
refundable deposit in the amount of $2.25 million.  The
transaction is expected to close on or after June 28, 2013,
following the expiration of the tax protection period on the
asset.  The sale is subject to approval by the City of Pasadena,
in its capacity as air space lessor, as well as other customary
closing conditions.  Net proceeds from the transaction are
estimated to be approximately $30 million (after repayment of debt
and closing costs) and will be available for general corporate
purposes.

                   About MPG Office Trust, Inc.

MPG Office Trust, Inc. -- http://www.mpgoffice.com-- is the
largest owner and operator of Class A office properties in the Los
Angeles central business district.  MPG Office Trust, Inc. is a
full-service real estate company with substantial in-house
expertise and resources in property management, leasing and
financing.


MSR HOTELS: Files Schedules of Assets & Liabilities
---------------------------------------------------
MSR Hotels & Resorts, Inc. filed with the U.S. Bankruptcy Court
for the Southern District of New York its schedules of assets and
liabilities, disclosing:

   Name of Schedule           Assets                Liabilities
   ----------------           ------                -----------
A. Real Property             $24,120
B. Personal Property      $1,611,304
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                   $59,529,686
E. Creditors Holding
   Unsecured Priority
   Claims                                          Unliquidated
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $122,817
                      --------------            ---------------
TOTAL                     $1,635,424                $59,622,503

                          About MSR Hotels

MSR Hotels & Resorts, Inc., returned to Chapter 11 by filing a
voluntary bankruptcy petition (Bankr. S.D.N.Y. Case No. 13-11512)
on May 8, 2013 in Manhattan.  MSR Hotels & Resorts, formerly known
as CNL Hospitality Properties, Inc., and as CNL Hotels & Resorts,
Inc., listed $500,001 to $1 million in assets, and $50 million to
$100 million in liabilities in its petition.

Paul M. Basta, Esq., at Kirkland & Ellis, LLP, represents the
Debtor.

MSR Resorts sought Chapter 11 bankruptcy to thwart a lawsuit by
lender Five Mile Capital Partners that claims it is owed tens of
millions of dollars related to the recent sale of several luxury
resorts.  MSR Hotels will seek to sell its remaining assets and
wind down.

MSR Hotels, formerly known as CNL Hotels & Resorts Inc., owned a
portfolio of eight luxury hotels with over 5,500 guest rooms.  On
Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
Then known as MSR Resort Golf Course LLC, the company and its
affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 11-10372) in Manhattan on Feb. 1, 2011.  The resorts
subject to the 2011 filings were Grand Wailea Resort and Spa,
Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA
West, Doral Golf Resort and Spa, and Claremont Resort and Spa.

In the 2011 petitions, the five resorts had $2.2 billion in assets
and $1.9 billion in debt as of Nov. 30, 2010.  In its 2011
schedules, MSR Resort disclosed $59,399,666 in total assets and
$1,013,213,968 in total liabilities.

In the 2011 bankruptcy, James H.M. Sprayregen, P.C., Esq., Paul M.
Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq.,
at Kirkland & Ellis, LLP, served as the Debtors' bankruptcy
counsel.  Houlihan Lokey Capital, Inc., acted as the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC acted as the
Debtors' claims agent.

The Official Committee of Unsecured Creditors in the 2011 case was
represented by Martin G. Bunin, Esq., and Craig E. Freeman, Esq.,
at Alston & Bird LLP, in New York.

In March 2012, the Debtors won Court approval to sell the Doral
Golf Resort to Trump Endeavor 12 LLC, an affiliate of Donald
Trump's Trump Organization LLC, for $150 million.  An auction was
held in February that year but no other bids were received.

The 2011 Debtors won approval of a bankruptcy-exit plan in
February this year.  That plan was predicated on the sale of the
remaining four resorts by the Government of Singapore Investment
Corp. -- the world's eighth-largest sovereign wealth fund,
according to the Sovereign Wealth Fund Institute -- for $1.5
billion.

U.S. Bankruptcy Judge Sean Lane, who oversaw the 2011 cases,
overruled Plan objections by the U.S. Internal Revenue Service and
investor Five Mile.  The IRS and Five Mile alleged that the sale
created a tax liability of as much as $331 million that may not be
paid.

Bloomberg News reported that the exit plan provides for repayment
of 96% of secured debt and 100% of general unsecured debt.  Five
Mile stood to lose about $58 million, including investments by
pension funds and other parties, David Friedman, Esq., a lawyer
for Five Mile, said during the Plan approval hearing, according to
Bloomberg.

That Plan was declared effective on Feb. 28, 2013.

On April 9, 2013, Five Mile sued Paulson & Co. executives and MSR
Hotels in New York state court, alleging they (i) mishandled the
company's intellectual property and other assets in a bankruptcy
sale, and failed to get the best price for the assets, and (ii)
owe Five Mile $58.7 million on a loan.  According to a Reuters
report, Five Mile seeks $58.7 million representing sums owed,
including interest and costs, plus at least $100 million for
breach of fiduciary duty, gross negligence and corporate waste.


N-VIRO INTERNATIONAL: Incurs $625,800 Net Loss in 1st Quarter
-------------------------------------------------------------
N-Viro International Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $625,880 on $783,204 of revenues for the
three months ended March 31, 2013, as compared with a net loss of
$369,121 on $988,835 of revenues for the same period during the
prior year.

The Company's balance sheet at March 31, 2013, showed $2.10
million in total assets, $2.43 million in total liabilities and a
$323,906 total stockholders' deficit.

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

                        http://is.gd/BDtw1S

                            About N-Viro

Toledo, Ohio-based N-Viro International Corporation owns and
sometimes licenses various N-Viro processes and patented
technologies to treat and recycle wastewater and other bio-organic
wastes, utilizing certain alkaline and mineral by-products
produced by the cement, lime, electrical generation and other
industries.

In its audit report on the consoldidated financial statements for
the year ended Dec. 31, 2012, UHY LLP, in Farmington Hills,
Michigan, expressed substantial doubt about N-Viro's ability to
continue as a going concern, citing the Company's recurring
losses, negative cash flow from operations and net working capital
deficiency.

The Company reported a net loss of $1.6 million on $3.6 million of
revenues in 2012, compared with a net loss of $1.6 million of
$5.6 million of revenues in 2011.


NAMCO LLC: Files Schedules of Assets & Liabilities
--------------------------------------------------
Namco LLC filed with the U.S. Bankruptcy Court for the District of
Delaware its schedules of assets and liabilities, disclosing:

   Name of Schedule              Assets             Liabilities
   ----------------              ------             -----------
A. Real Property                      0
B. Personal Property        $32,372,123
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                   $18,815,855
E. Creditors Holding
   Unsecured Priority
   Claims                                            $3,902,792
F. Creditors Holding
   Unsecured Non-priority
   Claims                                           $31,190,131
                         --------------          --------------
TOTAL                       $32,372,123             $53,908,778

                           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.


NATIONSTAR MORTGAGE: $300MM Notes Issuance Gets Moody's B2 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Nationstar
Mortgage LLC's proposed $300 million of senior unsecured notes
maturing in 2022. Nationstar's B2 Corporate Family rating and
stable outlook are unchanged.

Ratings Rationale:

The proposed notes will be pari passu with Nationstar's other
senior unsecured debt. The B2 ratings reflect the company's
growing position in the U.S. residential mortgage servicing
market, its good track record of acquiring and integrating
residential mortgage servicers as well as the company's financial
leverage. The company's financial leverage (e.g. corporate debt-
to-equity and corporate debt-to-EBITDA) is higher than Ocwen
Financial Corporation's (B1 stable) and moderately lower than
Walter Investment Management Corp's (B2 stable), both of which are
mortgage servicing peers of Nationstar.

The stable outlook reflects Moody's expectation that Nationstar
will be able to maintain its solid servicing performance and reap
the financial benefits of its much larger servicing portfolio.

The ratings could be upgraded if the company demonstrates
sustainable improvement in its financial performance, such as
achieving a corporate debt-to-equity ratio of less than 1.5x,
outstanding corporate debt to company reported actual adjusted
EBITDA of less than 2.0x, and quarterly GAAP net income of more
than $50 million; all while maintaining its solid servicing
performance and solid franchise value.

The ratings could be downgraded if the company's financial
performance materially deteriorates, such as if the company's
corporate debt-to-equity ratio increases above 2.5x, outstanding
corporate debt to company reported actual adjusted EBITDA ratio
increases above 3.5x, quarterly GAAP income of less than $25
million or if servicing performance deteriorates, particularly if
as a result the company's franchise value weakens.

Nationstar, headquartered in Lewisville, Texas, is a non-bank
residential mortgage servicer that also originates conventional
agency and government residential mortgages.


NATIONSTAR MORTGAGE: S&P Assigns 'B+' Rating to $300MM Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
rating on Nationstar Mortgage LLC's $300 million senior unsecured
notes due in 2022.

Nationstar announced that it will issue $300 million of senior
unsecured debt on top of its existing $1.67 billion of senior
unsecured notes.  The company will use the proceeds to fund recent
acquisitions and future mortgage servicing rights (MSRs)
opportunities, as well as for general corporate purposes.

On balance, S&P views the new issuance as neutral to the rating.
On one hand, the company's debt burden is increasing.  Pro forma
for the issuance, leverage (measured as debt outside of warehouses
to adjusted EBITDA) should remain below 2.5x.  On the other hand,
the company's recent announcement that it will acquire the assets
of Greenlight Financial Services, a mortgage originator, should
provide Nationstar greater revenue diversification and MSR
replenishment opportunities.

The stable outlook reflects S&P's view of Nationstar's improved
earnings and strong strategic position, which the operational
risks that result from the firm's rapid growth partly counteract.

Although Nationstar's competitive position continues to improve,
S&P could lower the rating if the firm's earnings deteriorate and
leverage increases materially, specifically if debt (outside the
warehouse) to adjusted EBITDA rises above 3x.  S&P could raise the
rating if the firm's growth rate slows and if it is able to
maintain leverage and earnings metrics.

S&P maintains its belief that 2013 will be a year of digesting
recent acquisitions and integrating new operations, although the
company will likely still pursue growth.  Management still sees a
pipeline of approximately $300 billion of unpaid principal balance
that management may acquire over the coming quarters.  On the
origination side, management has stated that it intends to
increase origination volume to $23 billion (pro forma for the
Greenlight acquisition) in 2013, up from $8 billion in 2012, as
housing markets continue to improve.  Although Greenlight improves
the firm's ability to originate conforming servicing assets
organically, the firm's ability to meet origination targets will
depend on future interest rates.

RATINGS LIST

Nationstar Mortgage LLC
Issuer Credit Rating            B+/Stable/--

New Rating

Nationstar Mortgage LLC
Senior Unsecured
  $300 mil. notes due 2022       B+


NXT ENERGY: Incurs C$35,600 Net Loss in 1st Quarter
---------------------------------------------------
NXT Energy Solutions Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of C$35,579 on C$2.7 million of survey
revenue for the three months ended March 31, 2013, compared with
net income of C$337,928 on C$2.8 million of survey revenue for the
same period last year.

The Company said: "NXT incurred a net loss of $35,579 for Q1-13 as
compared to a net income of $337,928 for Q1-12.  Q1-13 reflects
completion of the survey contract conducted in Pakistan and the
Q1-12 comparative period reflects the survey project which was
completed in Colombia.

"During Q1-13, NXT recorded $399,546 in withholding taxes related
to its revenues for the Pakistan project."

The Company's balance sheet at March 31, 2013, showed
C$6.4 million in total assets, C$1.1 million in total liabilities,
and stockholders' equity of $5.3 million.

"There is substantial doubt about the appropriateness of the use
of the going concern assumption, primarily due to current
uncertainty about the timing and magnitude of future SFD(R) survey
revenues.  NXT recognizes that it has limited ability to support
operations significantly beyond 2013 without generating sufficient
new revenue sources or securing additional financing if required."

A copy of the Consolidated Financial Statements for the three
months ended March 31, 2013, is available at http://is.gd/o9Slyi

A copy of the Management's Discussion and Analysis for the three
months ended March 31, 2013, is available at http://is.gd/st345v

Calgary, Canada-based NXT Energy Solutions Inc. was incorporated
under the laws of the State of Nevada on Sept. 27, 1994, and
continued from the State of Nevada to the Province of Alberta,
Canada on Oct. 24, 2003.  NXT is a technology company focused on
providing a service to oil and natural gas exploration clients
using our proprietary SFD(R) survey system.  The SFD(R) system is
a remote sensing airborne survey system for the oil and gas
exploration industry.


ODYSSEY PICTURES: Incurs $128,000 Net Loss in First Quarter
-----------------------------------------------------------
Odyssey Pictures Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss to the Company of $128,416 on $117,813 of net sales of
services for the quarter ended March 31, 2013,as compared with net
income to the Company of $68,400 on $395,400 of net sales of
services for the same period a year ago.

For the nine months ended March 31, 2013, the Company incurred a
net loss to the Company of $308,602 on $492,280 of net sales of
services, as compared with net income to the Company of $9,100 on
$1.09 million of net sales of services for the same period during
the prior year.

The Company's balance sheet at March 31, 2013, showed $1.49
million in total assets, $4.05 million in total liabilities and a
$2.55 million total stockholders' deficiency.

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

                        http://is.gd/D6cTEp

                           About Odyssey

Plano, Tex.-based Odyssey Pictures Corp., during the nine months
ended March 31, 2012, realized revenues from the sale of branding
and image design products and media placement services.  The
Company's ongoing operations have consisted of the sale of these
branding and image design products, increasing media inventory,
productions in progress and development of IPTV Technology and
related services.

The Company reported net income to the Company of $34,775 for the
year ended June 30, 2012, compared with net income to the Company
of $60,400 during the prior fiscal year.

Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2012.  The independent
auditors noted that the Company may not have adequate readily
available resources to fund operations through June 30, 2013,
which raises substantial doubt about the Company's ability to
continue as a going concern.


OLD SECOND: Copy of Presentation Made at Annual Meeting
-------------------------------------------------------
A presentation was made at an annual stockholders meeting held on
May 21, 2013.  The Company discussed about 2012 goals, classified
and nonperforming asset trends, 2012 wealth management highlights
and its 2013 goals.  The presentation is available for free at:

                         http://is.gd/esvFS9

                          About Old Second

Old Second Bancorp, Inc., is a financial services company with its
main headquarters located in Aurora, Illinois.  The Company is the
holding company of Old Second National Bank, a national banking
organization headquartered in Aurora, Illinois and provides
commercial and retail banking services, as well as a full
complement of trust and wealth management services.  The Company
has offices located in Cook, Kane, Kendall, DeKalb, DuPage,
LaSalle and Will counties in Illinois.

Old Second reported a net loss available to common stockholders of
$5.05 million in 2012, as compared with a net loss available to
common stockholders of $11.22 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $1.95 billion in total
assets, $1.87 billion in total liabilities and $75.85 million in
total stockholders' equity.


PACIFIC THOMAS: Authorized to Use Cash Collateral in May
--------------------------------------------------------
The Hon. M. Elaine Hammond of the U.S. Bankruptcy Court for the
Northern District of California last month signed off stipulations
authorizing Kyle Everett, acting Chapter 11 trustee for Pacific
Thomas Corporation, to use cash collateral of:

   1. Summit Bank;

   2. Private Capital Investments formerly known as The Bowers
Group;

   3. Bank of the West; and

   4. Private Mortgage Fund.

Summit Bank contends that PTC executed in favor of Bank a
Promissory Note dated July 27, 2007, in the original principal
amount of $8,100,000 and a Promissory Note dated June 30, 2010, in
the principal amount of $206,100.

PCI contends that PTC executed in favor of PCI a Promissory Note
dated October 20, 2011 in the original principal amount of
$700,000.  Bank of the West contends that PTC executed that
certain Business Loan Agreement dated Dec. 18, 2008, in favor of
Bank pursuant to which Bank agreed to make various extensions of
credit to PTC.  PMF contends that PTC executed in favor of PMF a
Promissory Note dated Oct. 13, 2011 in the original principal
amount of $1,725,000.00

The trustee will use the cash collateral will fund the continued
operation of the real property and administration of the Debtor's
bankruptcy estate until May 31, 2013.

Pursuant to the stipulations, the trustee has established accounts
which the trustee has deposited, and will deposit, all purported
cash collateral from the real property and from which the trustee
will utilize to pay all monthly reasonable, ordinary and necessary
expenses of maintaining and operating the real property.

As adequate protection from any diminution in value of the
lenders' collateral the trustee will pay to the lenders these
adequate protection payments:

   1. $25,000 to Summit;

   2. (i) $2,500, $2,500, and $15,000 for a total of $20,000,
representing adequate protection payments to PCI for the months of
January, February and March of 2013; and (ii) commencing on April
30, 2013, and continuing monthly to May 31, 2013, on the last day
of each month, an adequate protection payment of $15,000 each
month;

   3. (i) $15,000 and $25,000, for a total of $40,000,
representing adequate protection payments to Bank of the West for
the months of January and February of 2013; and (ii) commencing on
the later of (1) the date on which the Bank of the West Account
contains sufficient funds to make a designated adequate protection
payment or (2) March 31, April 30, and continuing monthly to May
31, on the last day of each month, an adequate protection payment
of $25,000 each month; and

   4. (i) $2,500 and $2,500, for a total of $5,000, representing
adequate protection payments to PMF for the months of January and
February of 2013; and(ii) commencing on the later of (1) the date
on which the PMF/PCI Account contains sufficient funds to make a
designated adequate protection payment or (2) March 31, April 30,
and continuing monthly to May 31, on the last day of each month,
an adequate protection payment of $15,000 each month.

Copies of the stipulations are available for free at:

http://bankrupt.com/misc/PACIFICTHOMAS_summitbank_CC_stipulation.p
df

http://bankrupt.com/misc/PACIFICTHOMAS_privatemortgage_CC_stipulat
ion.pdf

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

http://bankrupt.com/misc/PACIFICTHOMAS_privatemortgage_CC_stipulat
ion.pdf

                    About Pacific Thomas Corp.

Walnut Creek, California, 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.  The petition was
signed by Jill V. Worsley, COO, secretary.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.


PARADISE VALLEY: Hall & Hal Partners OK'd to Market Real Property
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana authorized
Paradise Valley Holdings, LLC to employ Timothy Murphy of Hall &
Hal Partners L.L.P. as realtor.

Hall & Hal is expected to market and broker sale portions of the
Debtor's real property.

Hall & Hal will receive a 5% of the commission which will be split
with a cooperating broker outside of Hall and Hall, or 4% if Hall
and Hall also represent the buyer.  The firm has no fee sharing
agreement.  The firm has not received a retainer fee or other
advance payment.

To the best of the Debtor's knowledge, Hall & Hal is a
"disinterested person" as that term is defined on Section 101(14)
of the Bankruptcy Code.

                About Paradise Valley Holdings LLC

Paradise Valley Holdings LLC filed a Chapter 11 petition (Bankr.
D. Mont. Case No. 12-61585) in Butte, Montana on Sept. 28, 2012.

Paradise Valley, also known as Bullis Creek Ranch, disclosed
$14.2 million in total assets and $13.1 million in total
liabilities.  The Debtor owns properties in Park County, worth
$14.0 million, and secures a $12.0 million debt to American Bank.
The Debtor disclosed that part of the secured claims against the
property is a judgment lien in the amount of $250,000 held by the
Museum of the Rockies Inc. resulting from a lawsuit against the
debtor for breach of contract.  A copy of the schedules is
available at http://bankrupt.com/misc/mtb12-61585.pdf

Judge Ralph B. Kirscher oversees the case.  Patten, Peterman,
Bekkedahl & Green serves as the Debtor's legal counsel.


PATRIOT COAL: Court Rejects UMWA's Claims That Woes Are Temporary
-----------------------------------------------------------------
Patriot Coal Corp. was given permission to modify union contracts
and the guarantee of lifetime medical care for retirees.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bankruptcy Judge Kathy A. Surratt-States in St.
Louis, Missouri, concluded in a 102-page opinion handed down
May 29 that the coal producer met each of the five requirements
for modifying labor contracts and retiree health benefits.

The judge said she had read each of the 900 letters sent to the
court by workers and retirees.  The description of hardships, she
said, has not been "lost on the court."  The judge nonetheless
denied a litany of defenses raised by the mine workers' union.
She said the union was given "sufficient information" justifying
modified wages and benefits.

It was unnecessary, she said, for the union to have "every
scintilla of records."  Similarly, she said that "precision is a
fantasy.  Everyone is relegated to quantified estimation, best
guesses and ranges of varied assumption."

The report notes that the court rejected the union's argument that
financial problems are temporary, so the union should be able to
re-open the contract in 2016.  She explained that projections show
Patriot will have a negative cash flow until 2016.  If the union
were able to renegotiate the contract at the same time, lenders
and investors would be scared off.  Patriot argued to the
bankruptcy judge that the company can't survive without wage and
benefit concessions.  The judge said there was no debate on that
point.  The question, rather, was the extent of concessions.

The report relates that Judge Surratt-States concluded from the
evidence that the union didn't have good cause for turning down
the company's last offer.  She also concluded that the concessions
were "fair and equitable."  The opinion ends with discussion of
the union's ability to strike in protest of the imposition of
concessions.  If there is a strike, Patriot will be forced to
liquidate, the judge said.  She said the union "takes the
indefensible position that it might strike because it can, at any
time."  She said it's "unfathomable that the union might desire to
bring about the debtors' liquidation."  Near the end of the
opinion, the judge said the union probably bears "some
responsibility" for "demanding benefits the employer cannot
realistically fund in perpetuity."  The judge's order allows
Patriot to implement union contract concessions on June 1.

The report relays that retiree health benefits will change on
July 1, unless the union exercises an option to loan the trust
$21 million so the current level of benefits can continue until
the year's end.

In a separate 15-page opinion May 29, Judge Surratt-States ruled
that former owner Peabody Energy Corp. isn't required to continue
paying for benefits for some retirees at the higher level once
concessions kick in.

The Bloomberg report notes that to finance a lower level of health
benefits for retired miners, Patriot is offering 35 percent of the
reorganized company's equity plus royalties on every ton of coal
mined.  The trust can sell the stock to fund the trust with cash.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis& Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PEGASUS AVIATION: Aircraft Sale No Impact on Moody's 'Ca' Rating
----------------------------------------------------------------
Moody's Investors Service announced that the sale of one Boeing
757-200ER by Pegasus Aviation Lease Securitization II, Series
2000-1 (the Issuer), in and of itself and at this time, will not
result in a reduction, withdrawal, or placement under review for
possible downgrade of the ratings currently assigned to any
outstanding series of Notes issued by the Issuer.

On May 23, 2013, the Issuer sold one Boeing 757-200ER (MSN 28483).
The servicer, Sky Holding Company LLC., has requested on behalf of
the Issuer that Moody's provide its opinion to them as to whether
the ratings on the Moody's-rated securities issued in the affected
transaction would be downgraded, withdrawn or placed under review
for possible downgrade as a result of the aircraft sell.

In assessing the potential impact on the ratings of the Notes,
Moody's focused on the following factors: the current Ca (sf)
ratings of the Notes, which are lower than the ratings at closing;
the change to the Loan-to-Value (LTV) ratio following sale; the
overall demand to the type of aircraft that was sold and the fact
that the aircraft was off lease at the time of the sale; and, the
maintenance condition of the aircraft, which implies that a
significant investment in the aircraft is required before it could
be released. Moody's also notes that the sold aircraft accounted
for less than 3.4% of the overall average appraised base value of
the aircraft pool (based on the most recent appraisal).

Moody's believed that the sale did not have an adverse effect on
the credit quality of the Notes such that the Moody's ratings were
impacted. Moody's did not express an opinion as to whether the
sale could have other, non-credit-related effects.

The principal methodology used in this rating was "Moody's
Approach To Pooled Aircraft-Backed Securitization", published in
March 1999.


PENSACOLA BEACH: Has Interim Approval to Use Cash Collateral
------------------------------------------------------------
Pensacola Beach, LLC, owner and operator of the Springhill Suites
located on Pensacola Beach, in Florida, obtained interim approval
to use cash collateral.

The Debtor acknowledges that American Fidelity Life Insurance
Company has a claim or lien against assets that may constitute as
collateral.  The Debtors and American Fidelity agreed to the
interim use of funds generated by the hotel pursuant to the terms
of the parties "stipulated order".

The parties are currently operating under a "stipulated order
regarding management of hotel" under which American Fidelity is
receiving payment.  The order allows the Debtor to operate the
business with a balance going to American each month above and
beyond the standard payment due.

Prepetition, the parties entered into the stipulated order to
resolve a bid by American in the Circuit Court In and For Escambia
County, Florida, Case No. 2010-CA-810-J, for an appointment of a
receiver.  The parties agreed that in lieu of a receiver,
Highpointe Hospitality, Inc., (the current manager of the hotel),
would continue operating the hotel provided that Highepointe remit
funds in excess of the $50,000 required operating balance on the
last business day of each month.

Pensacola Beach, LLC, filed a Chapter 11 petition (Bankr. N.D.
Fla. Case No. 13-30569) on May 2, 2013.  The Debtor estimated
assets and debts of $10 million to $50 million.

Sherry F. Chancellor, Esq., at the Law Office of Sherry F.
Chancellor, serves as counsel to the Debtor.

American Fidelity is represented by:

         CARVER, DARDEN, KORETZKY, TESSIER, FINN, BLOSSMAN &
           AREAUX, LLC
         Linda A. Hoffman, Esq.
         Robert S. Rushing Esq.
         801 W. Romana Street - Suite A
         Pensacola, FL 32502
         Tel: (850) 266-2300
         E-mail: hoffman@carverdarden.com
                 rushing@carverdarden.com


PHOENIX DEVELOPMENT: To Employ Harris & Liken as Counsel
--------------------------------------------------------
Phoenix Development and Land Investment, LLC, seeks approval from
the Bankruptcy Court to employ Harris & Liken, LLP as counsel.

The Debtor says it needs to hire Harris & Liken to enable it to
properly manage its estate and obtain confirmation of a Chapter 11
plan.

Ernest V. Harris, Esq., a member of the firm, is an attorney
specializing in bankruptcy law who is already familiar with the
case.  The Debtor has agreed to pay Mr. Harris at his standard
hourly rate, which is presently $350 an hour.  Christopher J.
Liken, a partner in the firm, will charge $250 an hour.  An
associate, Courtney M. Davis, will charge $175 per hour.

The Debtor's manager, Conway Broun, has paid the firm $4,000 for
prepetition services rendered through the filing of the petition.

                         Inventory Report

"Within 30 days of the date of the Order for Relief in this case,
the Debtor-In-Possession shall file with the Clerk of this Court a
complete inventory of the property of the Debtor in accordance
with Bankruptcy Rule 2015(a)(1)," an order signed May 7 by
Bankruptcy Judge James P. Smith said.

"The reports and summaries required by [Sec] 704(8) of the
Bankruptcy Code and Rule 2015(a)(3) shall be filed with the Clerk
of this Court by the 20th day of every month and copies are to be
served as required by [Sec] 704(8) of the Bankruptcy Code."

                     About Phoenix Development

Phoenix Development and Land Investment, LLC, filed a Chapter 11
bankruptcy petition (Bankr. M.D. Ga. Case No. 13-30596) in Athens,
Georgia, on May 6, 2013.  The Watkinsville, Georgia-based company
disclosed total assets of $31.7 million and liabilities of
$4.31 million in its schedules.  The petition was signed by Conway
Broun as manager.  Ernest V. Harris, Esq., at Harris & Liken, LLP,
serves as the Debtor's counsel.

The Debtor owns a 45-acre property on Milledge Avenue and
Whitehall Road, in Athens, valued at $5.5 million and pledged as
collateral to a $4 million debt to SCB&T, NA.  The Debtor's
declared assets include at least $22 million in claims against
insurance companies and the Board of Regents of Georgia.


PITT PENN: Norman L. Pernick Appointed as Chapter 11 Trustee
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the appointment of Norman L. Pernick as Chapter 11 trustee for
Pitt Penn Holding Co., Inc., et al.

Roberta A. DeAngelis, U.S. Trustee for Region 3, selected
Mr. Pernick as trustee.

The U.S. Trustee is seeking the conversion of the Chapter 11 cases
of those under Chapter 7 of the Bankruptcy Code.  It cited these
grounds:

   i) the lack of rehabilitation of the non-operating Debtors;

  ii) the Debtors incurring substantial professional fees and
expenses in connection with the discovery process related to
confirmation of the Plans, which are further depleting estate
assets;

iii) the Debtors incurring administrative expenses including
professional fees, unpaid postpetition debts, and unexplained
payments to the Non-Debtors, which are further diminishing limited
estate assets; and

  iv) the Debtors' failure to maintain appropriate insurance.

            About Pitt Penn and Industrial Enterprises

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.


PITT PENN: Stroz Friedberg Approved as E-Discovery Consultant
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Pitt Penn Holding Co., Inc., et al., to employ Stroz Friedberg LLC
as E-discovery consultant for the Debtors to perform services in
connection with the discovery sought as part of the competing plan
process.

In a separate motion, the Debtors also requested for permission to
employ forensic experts Stroz Friedberg as service providers.

According to the Debtors, computer forensic examination of the
servers is necessary to obtain accurate financial information that
is essential for PPH, PPO and other subsidiary debtors.

Stroz Friedberg's billing for forensic services were anticipated
to at or less than the $15,000 per month cap contained in the OCP
procedures.

Omtammot has objected to the application, stating that the Debtors
had not complied with OCP order, and, in this relation, asked that
the Court suspend the OCP order -- the order authorizing the
Debtor to employ and compensate certain professional utilized in
the ordinary course of business.

In a separate order, the Court authorized the Debtor to employ
Potter Anderson & Corroon as co-counsel.

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

            About Pitt Penn and Industrial Enterprises

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.


PLANDAI BIOTECHNOLOGY: Incurs $1 Million Net Loss in 1st Quarter
----------------------------------------------------------------
Plandai Biotechnology, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.03 million on $65,850 of revenues for the three
months ended March 31, 2013, as compared with a net loss of $2.43
million on $33,850 of revenues for the same period a year ago.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $1.95 million on $313,716 of revenues, as compared
with a net loss of $2.50 million on $49,017 of revenues for the
same period a year ago.

The Company's balance sheet at March 31, 2013, showed $8.43
million in total assets, $10.62 million in total liabilities and a
$2.19 million equity allocated to the Company.

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

                        http://is.gd/IFNHnu

                           About Plandai

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.

As reported in the TCR on Oct. 22, 2012, Michael F. Cronin CPA
expressed substantial doubt about Plandai's ability to continue as
a going concern in his report on the Company's June 30, 2012,
financial statements.  Mr. Cronin noted that the Company has
incurred a $3.7 million loss from operations, consumed $700,000 of
cash due to its operating activities, and may not have adequate
readily available resources to fund operations through June 30,
2013.


PLC SYSTEMS: Sales Up $328,000 for First Quarter
------------------------------------------------
PLC Systems Inc. reported 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 a year ago.

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.

"Sales from our novel device, RenalGuard, showed a marked
improvement as our distributors in Italy, Brazil, and Germany
accounted for a 1,640% increase in sales this quarter as compared
to the same quarter last year," commented Mark Tauscher, president
and chief executive officer of PLC Systems.  "PLC is focused on
increasing awareness of the medical need for RenalGuard to remove
toxic contrast dyes from the kidneys which can lead to Contrast-
Induced Nephropathy (CIN).  Every year, worldwide, there is an
estimated 7.0 million diagnostic and interventional imaging
procedures performed of which approximately 15% of the patients
could be considered at-risk for CIN and thus potentially benefit
from RenalGuard.  Recently, researchers from two Israeli hospitals
presented data at a medical conference that showed a decrease in
CIN in at-risk patients that were treated with RenalGuard and the
potential use of RenalGuard in patients undergoing Surgical
Transcatheter Aortic Valve Implantation (TAVI).  This type of
awareness coupled with our plans to expand distribution, could
generate a positive trend in the use of RenalGuard throughout
2013."

Cash and cash equivalents were $1,863,000 for the three months
ended March 31, 2013, compared to $258,000 for the same period in
2012, an increase of $1,605,000.  The increase is primarily due to
$4 million in gross proceeds received form an equity financing
conducted in February 2013.  The Company expects that it will need
to raise additional capital during 2013 based on current and
anticipated revenue projections from foreign sales of RenalGuard,
and the anticipated costs of the U.S. clinical trial.

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

                        http://is.gd/NZ7KGK

                         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.


PORTER BANCORP: Shareholders Elect Eight Directors
--------------------------------------------------
Porter Bancorp, Inc.'s shareholders elected eight directors,
approved a non-binding advisory vote on the compensation of the
Company's executives, approved an amendment to the 2006 Stock
Incentive Plan, and approved an amendment to the 2006 Non-employee
Director Incentive Stock Plan at its annual meeting of
shareholders.

In comments made at the shareholders' meeting, John T. Taylor,
president of Porter Bancorp, stated, "We continue to make solid
progress in the enhancement of our risk management infrastructure
by expanding our credit management team and strengthening our loan
review process.  We remain focused on reducing the bank's non-
performing assets and believe this will be an important part in
restoring Porter Bancorp's future earnings.

"We believe we have excellent opportunities to unlock the value in
Porter Bancorp's franchise by improving the operational efficiency
of our banks across our twelve markets in Kentucky, solidifying
our strong market share in our rural markets and focusing our
growth in the metropolitan markets of Louisville, Lexington,
Owensboro and Bowling Green.  We are targeting small to medium
sized commercial and industrial customers in these markets for
loan growth, building fee income and reducing our cost of funds.

"We also remain focused on restoring our capital structure to
comply with our regulatory commitments and support our future
growth.  We believe the restoration of our earnings along with a
strategic capital raise will be integral to our success.  We are
working closely with our investment bankers, our Board of
Directors, key shareholders, and our regulators to execute our
capital plan," concluded Mr. Taylor.

At the meeting, shareholders elected the following as directors to
serve for a one-year term:

   * Maria L. Bouvette - Chairman of the Board and Chief Executive
     Officer of Porter Bancorp, Inc.

   * David L. Hawkins - CPA, farmer and private investor

   * Glenn Hogan - CEO of commercial real estate development firm

   * Sidney L. Monroe - Retired Certified Public Accountant

   * William G. Porter - Retired CPA and manufacturing executive

   * John T. Taylor - President of Porter Bancorp, Inc., and
     President and CEO of PBI Bank

   * Stephen A. Williams - President and Chief Executive Officer
     of Norton Healthcare

   * Kirk Wycoff - Managing Member of Patriot Financial Partners,
     L.P.

                       About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

Porter Bancorp disclosed a net loss of $32.93 million in 2012, a
net loss of $107.30 million in 2011 and a net loss of $4.38
million in 2010.  The Company's balance sheet at March 31, 2013,
showed $1.13 billion in total assets, $1.08 billion in total
liabilities and $46.73 million in total stockholders' equity.

Crowe Horwath, LLP, in Louisville, Kentucky, 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 in 2012, 2011 and
2010, largely as a result of asset impairments.  In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action.  These events
raise substantial doubt about the Company's ability
to continue as a going concern.


POSITIVEID CORP: Incurs $1.9 Million Net Loss in First Quarter
--------------------------------------------------------------
PositiveID Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.90 million on $0 of revenue for the three months ended
March 31, 2013, as compared with a net loss of $2.34 million on $0
of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $2.39
million in total assets, $6.78 million in total liabilities and a
$4.39 million total stockholders' deficit.

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

                         http://is.gd/qLVQzw

                          About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID incurred a net loss of $7.99 million on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$16.48 million on $0 of revenue for the year ended Dec. 31, 2011.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
at Dec. 31, 2012, the Company has a working capital deficiency and
an accumulated deficit.  Additionally, the Company has incurred
operating losses since its inception and expects operating losses
to continue during 2013.  These conditions raise substantial doubt
about its ability to continue as a going concern.


PREMIER PAVING: Recht Kornfeld OK'd as Special Litigation Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Premier Paving Inc., to employ Recht Kornfeld, P.C., as special
litigation counsel.

The Debtor related that the U.S. Immigration and Custom
Enforcement and the U.S. Attorney have initiated an investigation
into the employment policies and practices of the Debtor to
determine if there are any violations of the applicable
immigration laws, including and primarily whether there have been
any I-9 violations.  It is unknown at his time what prompted the
investigation.

The primary attorneys who will be designated to represent the
Debtor with respect to the ICE investigation and their hourly
rates are:

         Daniel Recht, Esq.                   $450
         Richard Kornfield, Esq.              $450

The firm is seeking, under a separate motion, approval of a
retainer for payment of postpetition fees and costs amounting to
$10,000.

To the best of the Debtors' knowledge, the firm does not represent
interest adverse to the Debtor or its estate with respect to the
ICE investigation.

                        About Premier Paving

Headquartered in Denver, Colorado Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  Lee M. Kutner, Esq., at Kutner Miller
Brinen, P.C., serves as the Debtor's counsel.  In its petition,
the Debtor estimated up to $50 million in assets and debts.  The
petition was signed by David Goold, treasurer.

The Official Unsecured Creditors Committee is represented by
Onsager, Staelin & Guyerson, LLC.

The secured lender, Wells Fargo Bank N.A., is represented by
Douglas W. Brown, Esq., at Brown, Berardini & Dunning P.C.

The Debtor filed its Plan, along with its Disclosure Statement, on
Oct. 31, 2012.  There's a hearing Feb. 25 at 3:00 p.m. on the
Disclosure Statement.

Early in December, the Debtor won Court permission to employ
Pinnacle Real Estate Advisors LLC to provide professional broker
services related to the sale of certain of the Debtor's real
estate assets.


PRESSURE BIOSCIENCES: Incurs $370,000 Net Loss in First Quarter
---------------------------------------------------------------
Pressure Biosciences, 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 $1.39 million on
$370,737 of total revenue for the three months ended March 31,
2013, as compared with a net loss applicable to common
shareholders of $1.08 million on $305,661 of total revenue for the
same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $1.54
million in total assets, $1.94 million in total liabilities and a
$401,985 total stockholders' deficit.

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

                        http://is.gd/Bxce2H

                     About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

Pressure Biosciences disclosed a net loss applicable to common
shareholders of $4.40 million on $1.23 million of total revenue
for the year ended Dec. 31, 2012, as compared with a net loss
applicable to common shareholders of $5.10 million on $987,729 of
total revenue for the year ended Dec. 31, 2011.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has had recurring net losses and continues to
experience negative cash flows from operations.  These conditions
raise substantial doubt about its ability to continue as a going
concern.


PROMMIS HOLDING: Three Entities Named to Creditors Committee
------------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3, appointed three
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Prommis Holdings, LLC, et al.

The Committee comprises of:

      1. Morris Manning & Martin, LLP
         Attn: Louise Wells
         1600 Atlanta Financial Center
         3343 Peachtree Road, NE
         Atlanta, GA 30326
         Tel: (404) 233-7000
         Fax: (404) 364-4570

      2. United Parcel Service
         Attn: Roger Cassi
         55 Glenlake Parkway, NE
         Atlanta, GA 30328
         Tel: (410) 773-4040

      3. West Tennessee Title, GP
         Attn: Vernon Stults
         1420 North Highland Ave.
         Jackson, TN 38301
         Tel: (731) 256-1956
         Fax: (731) 506-3727

                   About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings, LLC, and its 10
affiliates delivered their petitions for voluntary bankruptcy
under Chapter 11 of the Bankruptcy Code on March 18, 2013.  Judge
Brendan Linehan Shannon of the United States Bankruptcy Court
District of Delaware presides over the case.  The case is assigned
Bankruptcy Case No. 13-10551.

Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP,
serves as the Debtors' counsel, while Kirkland & Ellis LLP serves
as co-counsel.  The Debtors' restructuring advisor is Huron
Consulting Services, LLC.  Donlin Recano & Company, Inc., is the
Debtors' claims agent.

The petition estimated the lead Debtors' assets to range between
$10,000,001 and $50,000,000 and the lead Debtor's debts between
$50,000,001 and $100,000,000.  The petitions were signed by
Charles T. Piper, chief executive officer.

The Debtor sought an extension until May 17 of the deadline to
file the formal schedules of assets and liabilities.


PROVINCE GRANDE: "Bolton" Suit Remanded to NC Business Court
------------------------------------------------------------
A North Carolina bankruptcy court abstained from, and remanded to
the North Carolina Business Court, the adversary complaint ELDON
BOLTON, ANDREA BURNS, EDWARD BURNS, GAIL DWYER, STEPHEN DWYER,
JAMES FARRELL, JANICE FARRELL, ERIC LEVIN, BETSY SAWICKI, HOWARD
SHAREFF, SHAREFF & ASSOCIATES, DDS PA, CONSTANCE UTECHT, MICHAEL
UTECHT, ALLAN WOLTMAN, Plaintiffs, v. HOWARD A. JACOBSON, ENVISION
SALES & MARKETING GROUP, LLC, CILPS ACQUISITION LCC, PROVINCE
GRANDE OLDE LIBERTY, LLC, Defendants, Adv. Proc. 13-00046-8-JRL
(Bankr. E.D.N.C.).

Province Grande Olde Liberty LLC filed a voluntary Chapter 11
petition on March 11, 2013.  At that time, the Debtor was a named
defendant in a pending civil action filed in July 2010 by the
plaintiffs, individually and derivatively in the right of
Lakebound Fixed Return Fund, LLC, and SilverDeer Olde Liberty,
LLC, in the Superior Court of Wake County, North Carolina, against
Howard A. Jacobson, Envision Sales & Marketing Group LLC, CILPS
Acquisition LLC, and the Debtor.

On September 7, 2010, the case was designated a mandatory complex
business case by the Chief Justice of the Supreme Court of North
Carolina and assigned to the North Carolina Business Court.

The dispute arose out of the plaintiffs' investments in high-yield
and fixed-return real estate investment groups that were allegedly
established and utilized by Mr. Jacobson as vehicles to facilitate
an elaborate Ponzi scheme. The complaint, subsequently amended in
December 2010 and February 2013, asserted claims for breach of
fiduciary duty, constructive fraud, conversion and quantum meruit
against Mr. Jacobson and sought injunctive relief and imposition
of a constructive trust against the Debtor and the remaining
business court defendants.

On March 20, 2013, the plaintiffs filed the motion for abstention
and remand of the adversary complaint to the North Carolina
Business Court and the motion for relief from the automatic stay
in order to proceed with the business court action.

In a May 17, 2013 Order, the North Carolina Bankruptcy Court
opined that the plaintiffs have demonstrated that the proceeding
can be timely adjudicated in the North Carolina Business Court.

"This court is virtually unaware of the intricate facts and issues
accompanying this complex adversary proceeding which the business
court has familiarized itself with since the business court action
was designated a mandatory complex business case in September
2010.  The debtor's argues that resolution of the issues in this
proceeding are integral to the success of its reorganization and
further delay upon remand to the business court would cause it to
lose the support of its secured creditor, PEM Entities, LLC.  This
argument, however, is unpersuasive because the possibility of
further delay has significantly decreased by the debtor's request
for hearing it filed with this court on April 17, 2013, indicating
that the motions for summary judgment are ready to be heard and
ripe for adjudication.  The court is satisfied that the time
required for the adjudication in the bankruptcy court in this
district is no shorter than the projected disposition or trial in
the North Carolina Business Court.  Thus, the delay occasioned by
this proceeding, if any, will not be any longer in the business
court than in this court," Bankruptcy Judge J. Rich Leonard said.

A copy of Judge Leonard's May 17, 2013 Order is availabel at
http://is.gd/YzbANjfrom Leagle.com.


PULSE ELECTRONICS: To Effect 1-for-10 Reverse Stock Split
---------------------------------------------------------
At an annual meeting of shareholders held on May 17, 2013, Pulse
Electronics Corporation's shareholders elected John E. Burrows,
Jr., Justin C. Choi, Steven G. Crane, Gary E. Sutton, Ralph E.
Faison, John E. Major, and Daniel E. Pittard as directors.
The shareholders ratified the selection of KPMG, LLP, as the
Company's independent registered public accounting firm for the
fiscal year ending Dec. 27, 2013.

The shareholders also approved:

   -- the adoption of an amendment to the Company's Articles of
      Incorporation to effect a reverse split of the Company's
      common stock;

   -- the adoption of an amendment to the Company's Articles of
      Incorporation to increase the conversion ratio of the
      Company's outstanding Series A Preferred Stock;

   -- the adoption of an amendment to the Company's Articles of
      Incorporation to increase the number of authorized shares of
      the Company's Common Stock and Preferred Stock;

   -- an amendment of the 2012 Omnibus Incentive Compensation Plan
      to increase the maximum number of shares of common stock
      issuable to any person in a calendar year under that Plan
      from 600,000 shares to 2.5 million shares was; and

   -- approved, on an advisory basis, the compensation of the
      Company's named executive officers.

                        Reverse Stock Split

Pulse Electronics has filed an amendment to its Amended and
Restated Articles of Incorporation to implement a 1-for-10 reverse
stock split that will become effective at 12:01 a.m. Eastern
Daylight Time on May 22, 2013.  Pulse's common stock will begin
trading on the New York Stock Exchange on a split-adjusted basis
when the market opens on Wednesday, May 22, 2013.

Pulse Chairman and Chief Executive Officer Ralph Faison explained,
"One purpose of the reverse stock split is to increase the per
share price of our common stock and enable Pulse to regain
compliance with NYSE continued listing requirements.  We also
believe the resulting increase in share price will improve the
perception of our common stock and increase the appeal of our
stock to a broader range of investors, which in turn should allow
the ongoing progress we are making in improving the operational
performance of the company to be better reflected in the valuation
of the stock."

At its annual meeting of shareholders held on May 17, 2013,
Pulse's shareholders granted to the Board of Directors the
authority to implement a reverse stock split at their discretion,
and if it does so, to determine the exact reverse stock split
ratio within an approved range.  At the effective time of the
reverse stock split, every ten shares of Pulse's issued and
outstanding common stock will be automatically converted into one
issued and outstanding share of common stock, without any change
in the par value per share.

As a result of the reverse stock split, the number of issued and
outstanding shares of common stock will be reduced from
approximately 79.5 million to approximately 7.9 million.  The
number of authorized shares, including additional shares that were
approved by shareholders at the annual meeting on May 17, 2013,
will be reduced from 310 million to 31 million.  Proportional
adjustments will be made to Pulse's stock option and stock
incentive plans.  The reverse stock split will have no effect on
the company's authorized shares of preferred stock, however the
number of shares of common stock into which the Company's Series A
Preferred Stock is convertible will be proportionally reduced.

Pulse common stock will continue to trade on the NYSE under the
symbol "PULS", but under a new CUSIP, 74586W 205.

No fractional shares will be issued in connection with the reverse
stock split.  Following the reverse stock split, the company or
its agent will aggregate and sell all fractional shares otherwise
issuable.  Shareholders of record who otherwise would be entitled
to receive fractional shares will be entitled to receive a pro
rata portion of the net cash proceeds in lieu of such fractional
shares.  Shareholders will receive instructions from the company's
transfer agent, Registrar & Transfer Company, as to procedures for
exchanging existing share certificates for new book-entry shares.

Additional information can be obtained for free at:

                        http://is.gd/4YBiel

                       About Pulse Electronics

San Diego, California-based Pulse Electronics Corporation --
http://www.pulseelectronics.com/-- is a global producer of
precision-engineered electronic components and modules, operating
in three business segments: Network product group; Power product
group; and Wireless product group.  As of Dec. 28, 2012, Pulse had
$188 million in total assets.

The Company's balance sheet at March 29, 2013, showed $179.92
million in total assets, $215.68 million in total liabilities and
a $35.76 million total shareholders' deficit.


QUICK-MED TECHNOLOGIES: Posts $84,600 Net Income in March 31 Qtr.
-----------------------------------------------------------------
Quick-Med Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $84,676 on $262,005 of total revenues for the three
months ended March 31, 2013, as compared with a net loss of
$418,846 on $198,300 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 $553,010 on $724,911 of total revenues, as compared
with a net loss of $1.34 million on $717,259 of total revenues for
the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $855,251 in
total assets, $9.73 million in total liabilities and a $8.88
million total stockholders' deficit.

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

                        http://is.gd/4xfr20

                          About Quick-Med

Gainesville, Fla.-based Quick-Med Technologies, Inc., is a life
sciences company focused on developing proprietary, broad-based
technologies in the consumer and healthcare markets.  Its four
core technologies are: (1) Novel Intrinsically Micro-Bonded
Utility Substrate (NIMBUS(R)), a family of advanced polymers bio-
engineered to have antimicrobial, hemostatic, and other properties
that can be used in a wide range of applications, including wound
care, catheters, tubing, films, and coatings; (2) Stay Fresh(R), a
novel antimicrobial based on sequestered hydrogen peroxide, that
can provide durable antimicrobial protection to items such as
textiles through numerous laundering cycles; (3) NimbuDerm(TM), a
novel copolymer for application as a persistent hand sanitizer
with long lasting protection against germs; and (4) MultiStat(R),
a family of advanced patented methods and compounds shown to be
effective in skin therapy applications.

Daszkal Bolton LLP, in Boca Raton, Florida, expressed substantial
doubt about Quick-Med's ability to continue as a going concern.
The independent auditors noted the the Company has experienced
recurring losses and negative cash flows from operations for the
years ended June 30, 2012, and 2011, and has a net capital
deficiency.


RACKWISE INC: Incurs $1.9 Million Net Loss in First Quarter
-----------------------------------------------------------
Rackwise, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.95 million on $543,447 of revenues for the three months
ended March 31, 2013, as compared with a net loss of $2.22 million
on $684,149 of revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $630,787 in
total assets, $7.80 million in total liabilities and a $7.17
million total stockholders' deficiency.

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

                        http://is.gd/dr0I8G

                           About Rackwise

Rackwise, Inc., through its wholly-owned subsidiary, Visual
Network Design, Inc., is a software development, sales and
marketing company.  The Company creates Microsoft applications for
network infrastructure administrators that provide for the
modeling, planning and documentation of data centers.  The
Company's executive offices are currently located in Folsom,
California, and the Company has software development and data
center in the Research Triangle Park in Raleigh, North Carolina.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Marcum LLP, in New York, N.Y., expressed
substantial doubt about Rackwise, Inc.'s ability to continue as a
going concern.  The independent auditors noted that at Dec. 31,
2012, the Company has not achieved a sufficient level of revenues
to support its business and has suffered recurring losses from
operations.

The Company reported a net loss of $9.6 million on $3.3 million of
revenues in 2012, compared with a net loss of $8.9 million on
$2.0 million of revenues in 2011.


RADIOSHACK CORP: Shareholders Elect Nine Directors
--------------------------------------------------
Radioshack Corporation, on May 16, 2013, held its annual meeting
of shareholders at the Norris Conference Centers in Fort Worth,
Texas.  At the meeting, the shareholders elected nine directors,
namely:

   (1) Robert E. Abernathy;
   (2) Frank J. Belatti;
   (3) Julie A. Dobson;
   (4) Daniel R. Feehan;
   (5) Eugene Lockhart;
   (6) Joseph C. Magnacca;
   (7) Jack L. Messman;
   (8) Thomas G. Plaskett; and
   (9) Edwina D. Woodbury.

The shareholders ratified the appointment of
PricewaterhouseCoopers, LLP, as independent registered public
accounting firm for the Company's 2013 fiscal year and voted to
adopt the 2013 Omnibus Incentive Plan.  A proposal for a non-
binding, advisory vote to approve the compensation paid to the
named executive officers was not approved by the shareholders.

"The RadioShack Board of Directors is pleased that our
shareholders supported the adoption of a new equity incentive plan
for our employees, as well as the election of Board nominees.  The
Board is disappointed in the result of the vote on the advisory
proposal to ratify executive compensation.  We believe this
outcome reflects the Company's 2012 financial performance as well
as one-time payments required to be made by contract in connection
with recent management changes.  We will review our executive
compensation arrangements and approach in light of the shareholder
vote.  We would also note that we have recently brought on board a
strong new senior leadership team, including a new CEO, who we
believe are taking immediate actions designed to transform
RadioShack and rebuild its position as a strong and vibrant
retailer."

                         About Radioshack

RadioShack sells consumer electronics and peripherals, including
cellular phones.  It operates roughly 4,700 stores in the U.S. and
Mexico.  It also operates about 1,500 wireless phone kiosks in
Target stores.  The company also generates sales through a network
of 1,100 dealer outlets worldwide.  Revenues for the last 12
months' period ending June 30, 2012, were roughly $4.4 billion.

Radioshack disclosed a net loss of $139.4 million in 2012, as
compared with net income of $72.2 million in 2011.  Radioshack's
balance sheet at Dec. 31, 2012, showed $2.29 billion in total
assets, $1.70 billion in total liabilities and $598.7 million in
total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured debt
ratings on Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from
'B-'.  "The downgrade of RadioShack reflects our view that it will
be very difficult for the company to improve its gross margin in
the fourth quarter of this year, given the highly promotional
nature of year-end holiday retailing in the wireless and consumer
electronic categories," said Standard & Poor's credit analyst
Jayne Ross.

In the July 27, 2012, edition of the TCR, Fitch Ratings has
downgraded its long-term Issuer Default Rating (IDR) for
RadioShack Corporation to 'CCC' from 'B-'.  The downgrade reflects
the significant decline in RadioShack's profitability, which has
become progressively more pronounced over the past four quarters.

As reported by the TCR on March 6, 2013, Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa1 from B3 and probability of default rating to Caa1-PD from B3-
PD.  RadioShack's Caa1 Corporate Family Rating reflects Moody's
opinion that the overall business strategy of the company to
reverse the decline in profitability has not gained any traction.


REGAL ENTERTAINMENT: Moody's Rates Senior Unsecured Notes 'B3'
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
senior unsecured notes of Regal Entertainment Group (Regal) and
affirmed its B1 corporate family rating.

The company expects to use proceeds to repay debt, including a
tender for Regal's 9.125% senior unsecured bonds due August 2018
and the 8.625% senior unsecured bonds due 2019 of its operating
subsidiary Regal Cinemas Corporation. Moody's also upgraded the
first lien bank debt of Regal Cinemas Corporation to Ba1 from Ba2.

Regal Entertainment Group

Senior Unsecured Bonds, Assigned B3 LGD5, 88%

Corporate Family Rating, Affirmed B1

Probability of Default Rating, Affirmed B1-PD

Speculative Grade Liquidity Rating, Affirmed SGL-1

Senior Unsecured Bonds, Affirmed B3, LGD adjusted to LGD5, 88%
from LGD5, 89%

Outlook, Remains Stable

Regal Cinemas Corporation

Senior Secured Bank Credit Facility, Upgraded to Ba1 LGD2, 18%
from Ba2, LGD2, 21%

Senior Unsecured Bonds, Affirmed B2, LGD adjusted to LGD4, 61%
from LGD4, 64%

Outlook, Remains Stable

Ratings Rationale:

The proposed transaction favorably extends maturities and would
likely lower annual interest expense, with no meaningful impact on
leverage. Moody's estimates leverage at approximately 5.7 times
debt-to-EBITDA pro forma for the acquisition of Hollywood Theaters
(based on trailing twelve months through March 28 and
incorporating Moody's adjustments for operating leases).

The upgrade of the first lien bank debt to Ba1 from Ba2
incorporates a gradual mix shift in Regal's liability structure.
First lien bank debt now comprises a relatively smaller portion of
the total liabilities as the company has paid down bank debt,
increased unsecured bonds to fund acquisitions, and added
incremental lease liabilities with the acquisitions.

Moody's expects Regal's leverage to remain in the mid 5 times
debt-to-EBITDA range given weak industry growth trends and
management's propensity to allocate excess cash to shareholders
rather than debt reduction. This weak credit profile drives the B1
CFR. The high leverage also 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 short term liquidity enables the
company to better manage the attendance related volatility. Scale
and geographic diversification also support the rating. Moody's
considers 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 continue to lag behind population growth over the long
term, with year to year volatility driven by the popularity of the
films. However, the industry has been resilient throughout
economic cycles and new entertainment technology introductions.

The stable outlook incorporates expectations for modestly positive
free cash flow, leverage in the mid 5 times debt-to-EBITDA range,
and maintenance of good liquidity.

Upward ratings momentum is highly unlikely given the aggressive
fiscal policy, the weak credit metrics, and expectations for
continued poor industry growth trends. However, Moody's could
consider a positive ratings action with evidence of commitment to
improving the credit profile such that Moody's anticipates
leverage sustained below 5 times debt-to-EBITDA and free cash to
debt in excess of 5%.

Sustained negative free cash flow or leverage above 5.75 times
debt-to-EBITDA, whether due to worsening fundamentals, debt funded
acquisitions, or shareholder returns could pressure the rating
downward. Deterioration of the liquidity profile could also have
negative ratings implications.

Regal Entertainment Group'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
Regal Entertainment Group's core industry and believes Regal
Entertainment Group'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.

Regal Entertainment Group, the parent of Regal Cinemas
Corporation, operates 7,358 screens in 579 theatres in 42 states
along with Guam, Saipan, American Samoa and the District of
Columbia, primarily in mid-sized metropolitan markets and suburban
growth areas of larger metropolitan markets throughout the U.S.
The company maintains its headquarters in Knoxville, Tennessee,
and its revenue for the twelve months ended March 31 was
approximately $2.8 billion. Attendance during that time period was
approximately 212 million.


REGAL ENTERTAINMENT: S&P Assigns 'B-' Rating to $250MM Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Knoxville, Tenn.-based Regal Entertainment Group,
along with all other ratings on the company.  The outlook is
stable.  Standard & Poor's analyzes Regal Entertainment Group and
subsidiary Regal Cinemas Corp. on a consolidated basis.

At the same time, S&P assigned the company's proposed $250 million
senior notes due 2023 its issue-level rating of 'B-' (two notches
lower than the 'B+' corporate credit rating on the company).  S&P
also assigned this debt a recovery rating of '6', indicating its
expectation for negligible (0% to 10%) recovery for noteholders in
the event of payment default.  The company plans to use proceeds
for general corporate purposes, acquisitions, and/or debt
repayment.

"We are also revising our recovery rating on the company's senior
secured debt to '1', indicating our expectation for very high (90%
to 100%) recovery for senior secured lenders in the event of a
payment default, from '2' (70% to 90% recovery expectation).  The
revision is based on our expectation for higher enterprise value
and higher recovery prospects for senior secured debt holders in
our simulated year of default than in our previous recovery
analysis.  We subsequently raised our issue-level rating on this
debt to 'BB' from 'BB-', in accordance with our notching
criteria," S&P said.

Standard & Poor's Ratings Services' rating on Regal Entertainment
Group reflect the company's "aggressive" financial risk profile
(based on S&P's criteria), characterized by high leverage amid
volatile revenue, EBITDA, and discretionary cash flow.  S&P
expects increasing dividends, higher capital spending, and
volatile box office trends to keep leverage elevated, at about 6x
over the intermediate term.  Revenue and EBITDA depend heavily on
the performance of the unpredictable and volatile U.S. box office.

Regal has a "fair" business risk profile, because of its
participation in the mature, highly competitive U.S. movie
exhibition industry, exposure to the fluctuating popularity of
Hollywood films, and the risk of increased competition from the
proliferation of entertainment alternatives.  S&P's assessment of
management and governance score is "fair."

Regal is the largest motion picture exhibitor in the U.S., based
on the number of screens.  It has a modern theater circuit
relative to other major theater chains, increasing its appeal to
consumers, and its operations are geographically diversified in
the U.S., helping insulate against adverse local or regional
conditions.


RENEGADE HOLDINGS: 2nd Amended Plan Rejected
--------------------------------------------
Bankruptcy Judge William L. Stocks rejected the Second Amended and
Restated Joint Plan of Reorganization dated January 31, 2013,
Modified February 18, 2013, filed by Peter L. Tourtellot, the
trustee for Renegade Holdings, Inc., Alternative Brands, Inc.,
Renegade Tobacco Co.

The Plan contemplates that the Debtors will continue in business
following confirmation.  Under the Plan, all of the assets in the
estate vest in the Reorganized Debtors on the Effective Date of
the Plan except for the Debtors' causes of action. Also, on the
Effective Date, the Reorganized Debtors assume the leases for the
premises where their office and plant are located, enter into a
new lease for the machinery and equipment they were utilizing
preconfirmation, and continue to fabricate and market tobacco
products as they have in the past.

Immediately following confirmation of the Plan, RHI is to enter
into the Liquidating Trust Agreement which is intended to create a
liquidating trust that will qualify as a grantor trust as that
term is defined in the Internal Revenue Code. The existing equity
interests in the Debtors are to be terminated as of the Effective
Date6 of the Plan, and New Equity Interests in ABI and RTC are to
be issued to RHI. The New Equity Interests in RHI are to be issued
and vested in the Liquidating Trust. All causes of action formerly
held by the Debtors also are to vest in the Liquidating Trust as
of the Effective Date. Under the Plan, the Liquidating Trust is to
receive monthly payments from the Debtors, liquidate the Debtors'
causes of action, and sell or otherwise liquidate the New Equity
Interests in RHI, and distribute the resulting proceeds to the
creditors who are the beneficiaries of the Liquidating Trust. The
payments from the Debtors are to commence 12 months after the
Effective Date and continue on a monthly basis for the next 36
months. The Liquidating Trust has 48 months after the Effective
Date within which to sell the New Equity Interests in RHI.

Judge Stocks said, "the prospective sale of the New Equity
Interests is shrouded by uncertainty. In the Debtor's application
for a private letter ruling from the Internal Revenue Service, the
New Equity Interests is characterized as having no value when
issued. This is consistent with the poor performance of the
Debtors' business and the resulting operational losses incurred by
the Debtors leading up to the confirmation hearing. In order to
provide the funds required to pay the obligations under the Plan,
the new equity must be sold for at least $24,036,134 if sold
immediately following confirmation. If sold at twenty-four months,
the selling price for the new equity would have to be at least
$18,883,165 in order to satisfy the Plan obligations remaining at
that time. If sold at forty-eight months, the selling price for
the new equity would have to be at least $16,783,165 in order to
satisfy the obligations remaining at that time.9 The reduced
amounts required at twenty-four and forty-eight months assume that
the Debtors will be able to continue to operate as projected for
twenty-four and forty-eight months, respectively, and make all of
the payments required under the Plan, which as previously
discussed, is uncertain and speculative. The evidence also leaves
uncertain and problematic whether the required values for the New
Equity Interests will be present or whether there will be a
purchaser willing to pay those prices in order to engage in the
cigarette business. In short, the Trustee's evidence, taken as a
whole, is insufficient for the court to conclude that there is a
reasonable likelihood that the new equity will increase in value
to the extent required under the Plan or that the Trustee would be
able to find a ready, willing, and able purchaser for the New
Equity Interests at the required prices. Historical considerations
further weigh against the likelihood of a successful sale, given
the Trustee's diligent efforts over the last two years to find a
purchaser and his inability to do so."

A copy of Judge Stock's May 29, 2013 Memorandum Opinion is
available at http://is.gd/oBw4Qnfrom Leagle.com.

                      About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.


RESIDENTIAL CAPITAL: Tikhonov's Contempt Motion Denied
------------------------------------------------------
Albina Tikhonov filed a Motion of Contempt and asked the U.S.
Bankruptcy Court for the Southern District of New York to sanction
Residential Capital and non-debtor parties for violations of
Sections 362 and 524 of the Bankruptcy Code, and rescind a
trustee's sale of a real property located in Sherman Oaks,
California.

The Debtors and Bank of New York Mellon objected to the Motion of
Contempt.

Through the Motion, Ms. Tikhonov seeks (1) "an order rescinding
and enjoining" the trustee's sale of the Sherman Oaks property,
and (2) sanctions against J.P. Morgan Chase, BNY Mellon, Debtor
Executive Trustee Services, LLC, and each of their attorneys,
agents, and employees in an amount greater than $100,000 for
alleged "unwarranted violations of the stay and discharge
[injunction]" and punitive damages in an amount greater than
$100,000 against the same entities.

Ms. Tikhonov also alleges the Defendants violated the automatic
stay.

In a memorandum decision dated May 17, 2013, Judge Glenn denied
Ms. Tikhonov's motion holding that:

   -- to the extent Ms. Tikhonov is seeking to hold the Objectors
      in contempt for violating the stay in her personal
      bankruptcy case, the Debtors have submitted sufficient
      evidence to show that the Bankruptcy Court overseeing
      Ms. Tikhonov's Chapter 13 case lifted the stay and enabled
      them to foreclose on the Property;

   -- to the extent Ms. Tikhonov is seeking to hold the Objectors
      in contempt for violating the stay in their Chapter 11
      cases, the Supplemental Servicing Order specifically allows
      the Debtors to continue with their servicing, loss
      mitigation and foreclosure activities, and BNY Mellon did
      not attempt to foreclose on any assets owned by the
      Debtors;

   -- the Objectors did not violate the discharge injunction nor
      could they have violated the discharge injunction in Ms.
      Tikhonov's bankruptcy case by foreclosing because they did
      not also seek to recover on any personal liability of
      Ms. Tikhonov.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: White & Case Represents Jr. Noteholders
------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, J. Christopher Shore, Esq., at White & Case LLP, in New
York, disclosed that his firm represents holders of 9.625% Junior
Secured Guaranteed Notes due 2015 issued by debtor Residential
Capital, LLC.

The Junior Noteholders and the corresponding amount of their
economic interests are:

                                    Nature & Amount of
   Noteholder                       Economic Interest
   ----------                       ------------------
   Alliance Bernstein LP            $20,733,000 of Notes

   Aurelius Capital                 $238,656,000 of Notes
   Management, LP
                                    $37,540,243 in current face
                                    amount of related RMBS
                                    Certificates

   Davidson Kempner Capital         $191,000,000 of Notes
   Management LLC

                                    $40,000,000 of 8.5% notes due
                                    4/17/2013

                                    $137,646,143 in current face
                                    amount of related RMBS
                                    Certificates

   Halcyon Loan Trading Fund LLC    $1,000,000 of Notes

   Hudson Bay Capital               $4,000,000 of Notes

   Intermarket Corporation          $15,000,000 of Notes

   KS Management Corp.              $1,200,000 of Notes

   Loomis, Sayles & Company, L.P.   $220,020,000 of Notes

                                    $1,260,000 of 8.5% notes due
                                    4/17/2013

                                    $210,000 of 8.875% notes due
                                    6/30/2015

                                    $95,000 of 8.5% notes due
                                    6/1/2012

                                    $50,000 of 8.375% notes due
                                    5/17/2013

                                    $200,000 of 9.875% notes due
                                    7/1/2014

                                    $47,965,780 in current face
                                    amount of related RMBS
                                    Certificates

   Marathon Asset Management, L.P.  $173,550,000 of Notes

   Pentwater Capital Management LP  $24,172,000 of Notes

                                    Short $4,000,000 of 8.5%
                                    notes due 4/17/2013

   Silver Point Capital LP          $30,485,000 of Notes

   UBS AG                           $39,382,000 of Notes

   Venor Capital Management LP      $22,000,000 of Notes

                                    $11,000,000 of 8.5% notes due
                                    4/17/2013

                                    $5,000,000 of 7.125% notes
                                    due 5/17/2012

   Waterstone Capital Management,   $20,000,000 of Notes
   L.P.

   York Capital Management          $49,876,000 of Notes

The Noteholders are also represented by Gerard Uzzi, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RIDGE MOUNTAIN: Chapter 11 Reorganization Case Dismissed
--------------------------------------------------------
The Hon. Margaret Cangilos-Ruiz of the U.S. Bankruptcy Court for
the Northern District of New York dismissed the Chapter 11 case of
Ridge Mountain, LLC.

The U.S. Trustee has requested for the dismissal or conversion of
the case and the Debtor has not opposed the motion.

The Court ordered that the Debtor will continue to make timely
payments to the U.S Trustee and will be obligated for any accrued
fees through and until the case is closed by Court order.

As reported in the Troubled Company Reporter on April 5, 2013, the
U.S. Trustee said in a court filing dated March 4, 2013, that
there is nothing to reorganize, and that the continuance of this
case only serves to increase the loss to the estate as it will
continue to accrue interest, property taxes, legal costs and U.S.
Trustee fees.

Since case inception, the Debtor has filed six operating reports.
During the time covered by those reports, June 2012 to November
2012, the Debtor has shown no revenue at all.

The Debtor, during the periods reported, has incurred liabilities
in the form of continuing legal bills.  The Debtor's legal fees
and retainer were advanced by a non-debtor third party.  Upon
information and belief, this retainer has been depleted.

The Debtor is delinquent in filing monthly operating reports. The
last monthly operating report was filed for the period, ending
Nov. 30, 2012.

                       About Ridge Mountain

Ridge Mountain LLC filed a Chapter 11 petition (Bankr. N.D.N.Y.
Case No. 12-31090) in Syracuse on June 4, 2012.  Ridge Mountain
operates that Mountain Brook Apartments in Chattanooga, Tennessee,
and the Ridgemont Apartments in Red Bank, Tennessee.  Ridge
Mountain disclosed $16.5 million in assets and $23.6 million in
liabilities.  The apartment secures a $22 million debt to U.S.
Bank, N.A.

Judge Margaret M. Cangilos-Ruiz presides over the case.  Lee E.
Woodard, Esq., at Harris Beach PLLC, serves as the Debtor's
counsel.  The petition was signed by Patrick Phelan, president of
First Salina Prop., managing member.


ROCKWELL MEDICAL: Closes $40.3MM Public Offering of Common Stock
----------------------------------------------------------------
Rockwell Medical, Inc., closed the sale of 13,196,721 common
shares, including 1,721,311 shares of common to cover
overallotments, at $3.05 per share in an underwritten public
offering for an aggregate offering amount of approximately $40.3
million.  The net proceeds from the offering, after commissions
and other estimated offering expenses, were approximately $37.7
million.  Rockwell Medical plans to use the net proceeds to fund
SFP clinical trials and for other general corporate purposes.

Chardan Capital Markets, LLC, acted as the sole book-running
manager for the offering.  Summer Street Research Partners acted
as lead manager for the offering.  C&Co/PrinceRidge LLC acted as
co-manager for the offering.

Mr. Robert L. Chioini, chairman and chief executive officer of
Rockwell, commenting on the financing stated, "We expect this
financing will fund us through our NDA submission.  We look
forward to announcing top-line Phase 3 data from our CRUISE-1
efficacy study in July."

                           About Rockwell

Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom,
Michigan, is a fully-integrated biopharmaceutical company
targeting end-stage renal disease ("ESRD") and chronic kidney
disease ("CKD") with innovative products and services for the
treatment of iron deficiency, secondary hyperparathyroidism and
hemodialysis (also referred to as "HD" or "dialysis").

Rockwell's lead investigational drug is in late stage clinical
development for iron therapy treatment in CKD-HD patients.  It is
called Soluble Ferric Pyrophosphate ("SFP").  SFP delivers iron to
the bone marrow in a non-invasive, physiologic manner to
hemodialysis patients via dialysate during their regular dialysis
treatment.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton
Township, Michigan, expressed substantial doubt about Rockwell
Medical's ability to continue as a going concern, citing the
Company's recurring losses from operations, negative working
capital, and insufficient liquidity.

The Company reported a net loss of $54.0 million on $49.8 million
of sales in 2012, compared with a net loss of $21.4 million on
$49.0 million of sales in 2011.  The Company's balance sheet at
Dec. 31, 2012, showed $17.0 million in total assets, $27.0 million
in total current liabilities, and a stockholders' deficit of $10.0
million.


SERVICE CORPORATION: Moody's Reviews Ba2 Rating for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Service
Corporation International under review for downgrade, including
the Ba2 Corporate Family and Baa2 Senior Unsecured ratings.

In a related action, Moody's also placed the ratings of Stewart
Enterprises, Inc. under review for downgrade, including the Ba3
CFR and B1 Senior Unsecured ratings.

These rating actions follow this announcement that SCI plans to
acquire Stewart for about $1.4 Billion including the assumption of
Stewart debt. The transaction is subject to approval by Stewart
stockholders and applicable federal, state and local regulators,
as well as other customary closing conditions, and is expected to
close by early 2014.

Ratings Rationale:

"A Service Corporation and Stewart merger heralds the creation of
a deathcare leader with over 10 times the revenue of its nearest
competitor, by our estimate, but with high financial leverage with
debt to EBITDA of over 4 times until at least 2015," commented
Edmond DeForest, Moody's Senior Analyst.

Moody's notes that the merger is subject to usual HSR reviews, but
also that there are multiple potential channels for prolonged
uncertainty and regulatory consequences because the funeral and
cemetery industry is highly regulated at the local level. During
its review Moody's will consider any rulings needed to gain
regulatory approval, which could include asset or business
divestitures or changes in future business practices. Moody's will
assess the financial impact of the total debt post-merger. This
includes the amount and the structure of incremental debt, and the
priority of claim and the nature of the support arrangements for
that debt as well as any existing debt that will continue post-
merger.

"We estimate that total opening indebtedness of the new entity at
about $3.4 billion will be over 35% higher than SCI's and
Stewart's pre-merger debt load (after Moody's standard
adjustments)," continued DeForest from Moody's. As a result,
Moody's will assess SCI's plans for deleveraging through debt
reduction as well as the expected capital structure for the new
company over time. In considering future cash flow, Moody's will
review the amount, timing and likelihood of achieving the expected
cash synergies from the merger, and the potential cash investments
to do so. Finally, Moody's will consider the management and the
governance structure of SCI after Stewart is integrated, as well
as the impact of the disruption to the business operations caused
by the merger announcement and over what could be a lengthy
regulatory review and integration period. Assuming SCI finances
the purchase of Stewart's equity interests with new debt, the
merger proceeds consistent with what management has outlined in
public statements and there would be rapid deleveraging, the
expected financial metrics would be consistent with a CFR of one
notch lower.

Ratings placed on review for downgrade:

Issuer: Service Corporation International

Corporate Family rating, Ba2

Probability of Default rating, Ba2-PD

Senior Unsecured Bank Credit Facility rating, Baa2 (LGD1, 8%)

Senior Unsecured rating, Ba3 (LGD4, 63%)

Issuer: Stewart Enterprises, Inc.

Corporate Family rating, Ba3

Probability of Default rating, Ba3-PD

Senior Unsecured rating, B1 (LGD4, 60%)

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.

SCI is North America's largest provider of funeral, cemetery and
cremation products and services. The company operates an industry-
leading network of 1,429 funeral service locations and 374
cemeteries, which includes 215 funeral service/cemetery
combination locations. Stewart is the second largest provider of
funeral and cemetery products and services in the United States.
As of January 31, 2013, the company owned and operated 217 funeral
homes and 141 cemeteries in 24 states within the United States and
Puerto Rico.


SIAG AERISYN: Can Sell Assets to Hilco Industrial for $3.5 Million
------------------------------------------------------------------
The Hon. Shelly D. Rucker of the U.S. Bankruptcy Court for the
Eastern District of Tennessee authorized SIAG Aerisyn, LLC to sell
substantially all of its assets to Hilco Industrial, LLC, Maynards
Industries (1991), Inc. and Prestige Equipment Corporation for
$3,475,000 pursuant to an asset purchase agreement.

The Court found that the purchasers acted in good faith and
without collusion and are deemed the successful bidder at the
April 5 auction.

The Court also authorized the Debtor to pay from the sales
proceeds General Capital Partners, LLC, its commission of
$168,750.

The Court has overruled the objections filed by Nordex USA, Inc.,
and Alstorm Power, Inc. because the Debtor has paid all rent due
for the month of April 2013 and will pay rent from the sale
proceeds until June 4, 2013, and anticipates filing a motion to
reject the lease with Alstorm Power, Inc., upon notification by
the successful bidder that it intends to vacate the property.

                        About SIAG Aerisyn

SIAG Aerisyn LLC, aka Aerisyn LLC, filed a Chapter 11 petition
(Bankr. E.D. Tenn. Case No. 12-11705) on April 2, 2012 in its
hometown in Chattanooga, Tennessee.  The Debtor manufactures wind
towers essential for wind turbines as alternative energy sources.
The plant is located in Chattanooga, employing roughly 84 persons.

Judge Shelley D. Rucker presides over the case.  Samples,
Jennings, Ray & Clem, PLLC, serves as the Debtor's Chapter 11
counsel.  Wormser, Kiely, Galef & Jacobs, LLP, serves as special
counsel.  Jerome Luggen of Cincinnati Industrial Auctioneers,
Inc., was tapped as appraiser of the Debtor's equipment.  The
Debtor estimated up to $50 million in assets and debts.

In its schedules, the Debtor disclosed $18,728,994 in total assets
and $24,261,855 in total liabilities.


SIAG AERISYN: Henderson Hutcherson Approved as Accountants
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
authorized SIAG Aerisyn, LLC to employ Jack D. London and
Henderson, Hutcherson, McCullough, PLLC as accountants.

As reported in the Troubled Company Reporter on March 8, 2013, the
Debtor said there are numerous potential preferential transfers
that have occurred.  To date the Debtor has conducted an informal
preference analysis but is in need of a more detailed preference
analysis and to have experienced bankruptcy accountants to be in a
position to testify concerning the books and records of the Debtor
with regard to transfers and all defenses that may be raised to
such transfer actions and to possibly perform other general
accounting duties if necessary including taking possession of the
relevant books and records prior to the sale of the Debtor's
assets.

The Debtor said Jack London and his firm are experienced certified
public accountants with special expertise in handling of
bankruptcy matters including avoidance actions.  The Debtor
believes that the employment of Mr. London and the firm is in the
best interest of the estate and is necessary for the completion of
the administration of the estate and collection of the assets of
the estate.

All fees will be incurred at the normal hourly rates and any fee
requests will be made upon application after notice and hearing.

                        About SIAG Aerisyn

SIAG Aerisyn LLC, aka Aerisyn LLC, filed a Chapter 11 petition
(Bankr. E.D. Tenn. Case No. 12-11705) on April 2, 2012 in its
hometown in Chattanooga, Tennessee.  The Debtor manufactures wind
towers essential for wind turbines as alternative energy sources.
The plant is located in Chattanooga, employing roughly 84 persons.

Judge Shelley D. Rucker presides over the case.  Samples,
Jennings, Ray & Clem, PLLC, serves as the Debtor's Chapter 11
counsel.  Wormser, Kiely, Galef & Jacobs, LLP, serves as special
counsel.  Jerome Luggen of Cincinnati Industrial Auctioneers,
Inc., was tapped as appraiser of the Debtor's equipment.  The
Debtor estimated up to $50 million in assets and debts.

In its schedules, the Debtor disclosed $18,728,994 in total assets
and $24,261,855 in total liabilities.


SIMON WORLDWIDE: Incurs $523,000 Net Loss in First Quarter
----------------------------------------------------------
Simon Worldwide, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $523,000 on $0 of revenue for the three months ended March 31,
2013, as compared with a net loss of $464,000 on $0 of revenue for
the same period a year ago.

Simon Worldwide disclosed a net loss of $1.52 million on $0
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $1.97 million on $0 revenue in 2011.

The Company's balance sheet at March 31, 2013, showed
$7.17 million in total assets, $98,000 in total liabilities, all
current, and $7.07 million in total stockholders' equity.

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

                         http://is.gd/6ejqXv

                        About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At Dec. 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.


SIONIX CORP: Incurs $5.8 Million Net Loss in First Quarter
----------------------------------------------------------
Sionix Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.85 million on $27,500 of net revenue for the three months
ended March 31, 2013, as compared with a net loss of $1.31 million
on $0 of net revenue for the same period during the prior year.

For the six months ended March 31, 2013, the Company incurred a
net loss of $6.91 million on $27,500 of net revenue, as compared
with a net loss of $2.50 million on $0 of net 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, $8.95 million in total liabilities and a
$7.93 million total stockholders' deficit.

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

                        http://is.gd/OoTPGP

                        About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.

Sionix incurred a net loss of $5.76 million for the year ended
Sept. 30, 2012, compared with a net loss of $6.30 million during
the prior year.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred cumulative losses of
$37,560,000.  In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


SLM CORP: Fitch Downgrades Issuer Default Ratings to 'BB+/B'
------------------------------------------------------------
Fitch Ratings has downgraded SLM Corporation's (SLM) Issuer
Default Ratings to 'BB+/B' from 'BBB-/F3' and placed the ratings
on Rating Watch Negative to reflect downside rating risks arising
from the company's announcement that it plans to separate the
existing entity into two separate servicing/collection and
consumer banking companies.

Fitch expects to resolve the Negative Watch when the transaction
closes, which is expected to be within the next 12 months.
Assuming the final transaction is similar to that which has been
outlined by SLM today, Fitch would likely downgrade SLM's ratings
by one additional notch at that time.

Key Rating Drivers

The rating action reflects Fitch's view that the proposed new
structure incrementally weakens SLM's credit profile and the
position of SLM's debtholders, as SLM would no longer benefit from
the private loan origination and servicing businesses. At the time
of the proposed split, 100% of SLM's assets are expected to be in
run-off mode, leaving the servicing of federal student loans and
other contingency collections as the primary sources of core
earnings growth, both of which are believed to have relatively
thin operating margins. These characteristics are not viewed by
Fitch as consistent with an investment grade rating.

Fitch believes SLM's unsecured debt maturities can continue to be
serviced with operating cash flows from the remaining businesses,
although the operating cash flows do not fully align with the debt
maturity schedule which introduces refinancing risk. The entity's
flexibility is believed to be diminished by an expected increase
in the cost of accessing the unsecured debt markets for
refinancing purposes post-split and by the absence of private loan
servicing cash flows and modest dividends from the bank. Further,
Fitch also believes there is the potential for meaningful
shareholder distributions from SLM, as excess capital is created
by the run-off of legacy assets, which would reduce the entity's
cash cushion for debt service purposes.

In addition, SLM's future strategy as a viable company remains
uncertain. At this point, management has identified certain areas
of potential growth leveraging its collections expertise; however,
concerns exist regarding execution risks.

RATING SENSITIVITIES - IDR, Senior Unsecured and Preferred Stock

An inability to economically access the unsecured debt markets for
refinancing purposes, outsized private loan purchases from Sallie
Mae Bank and other third parties, significant shareholder
distributions, or changes to the current capital allocation
methodology which weaken SLM's liquidity and capitalization
profile could have negative rating implications. Negative rating
momentum could also develop from reductions to unencumbered asset
coverage of unsecured debt resulting from changes in asset or
derivative values, or from declines in fee earnings resulting from
a loss of the Department of Education servicing contract or other
contingency collections relationships. Lastly, while management
does not believe this to be the case, should the proposed new
structure trigger change in control provisions in outstanding
debt, this could introduce liquidity pressures that further impact
ratings.

Although Fitch does not envision a return to an investment grade
rating in the near term, longer-term positive rating action could
be driven by reductions in leverage, demonstrated access to the
unsecured debt markets at a reasonable cost for refinancing
purposes, and meaningful improvements in the profitability of the
core fee business, through contract renegotiations, volume gains,
and the arrangement of significant new relationships which are
stable and do not pose undue reputational risk for the company.

Fitch has downgraded the following ratings and placed them on
Rating Watch Negative:

SLM Corporation:

-- Long-term IDR to 'BB+' from 'BBB-';
-- Short-term IDR to 'B' from 'F3';
-- Senior unsecured debt to 'BB+' from 'BBB-';
-- Preferred stock to 'BB-' from 'BB'.


SLM CORP: Restructuring Plan Triggers Moody's Downgrade Review
--------------------------------------------------------------
Moody's Investors Services placed the Corporate Family Rating and
long-term ratings of SLM Corporation (CFR and senior unsecured
Ba1) on review for possible downgrade. SLM's Not Prime short-term
ratings are affirmed.

Ratings Rationale:

The rating action follows SLM's announcement of May 28, 2013 that
it intends to pursue a corporate restructuring pursuant to which
SLM will be divided into two separate companies. SLM's legacy
FFELP and private education loan portfolios, FFELP and Department
of Education loan servicing operations, and collections business
will be housed in a new entity not yet named (Newco), that will be
spun off to SLM shareholders. Newco will be the obligor on all of
SLM's current unsecured debt and preferred stock and will retain
the majority of the loan assets. The remaining company, SLM Bank,
will house the company's current banking operations, private
education loans and related origination and servicing platforms;
cash and other investments; and the Sallie Mae Upromise Rewards
program. The transaction is subject to final approval by the
Sallie Mae Board of Directors, confirmation of the tax-free nature
of the transaction, and the effectiveness of a registration
statement that will be filed with the Securities and Exchange
Commission, including information about the separation,
distribution and related matters. and is expected to close within
the next 12 months.

During the review Moody's will evaluate the degree to which SLM's
unsecured bondholders are negatively affected by what amounts to a
dividend to shareholders of a major part of SLM's current
operations. SLM's bondholders will lose access to the earnings,
cash flow, equity and potential market value of SLM Bank. In the
past several years SLM's banking operations have provided the
parent company with over $1 billion of dividends.

Additionally, SLM's bondholders will be subject to significant
strategic uncertainty with regard to Newco. Newco will be
comprised largely of legacy loan portfolios that are running off
and relatively low margin servicing operations. Newco will have no
loan origination capability. Though other businesses may be
planned for this entity, including additional portfolio
acquisitions, it is unclear the degree to which such businesses
will provide incremental earnings and cash flows for bondholders.

Moreover, from a corporate governance perspective there is
considerable risk involved in a spinoff transaction: separate
boards and management teams must be assembled, and separate
internal and external reporting infrastructures, and accounting,
finance, and other functions must be established.

Given the evolving profile of SLM Corp. including a pursuit of
shareholder-oriented strategic transactions and a shift toward
higher risk private education lending, a failure to consummate the
announced transaction will not necessarily result in a
confirmation of SLM's current ratings.

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

SLM Corporation (ticker symbol SLM), a leading education financial
services company based in Newark, Delaware, reported total assets
of $174 billion as of March 31, 2013.


SMITHFIELD FOODS: S&P Puts 'BB' CCR on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating and issue-level ratings on Smithfield, Va.-based
Smithfield Foods Inc. on CreditWatch with negative implications.

Smithfield Foods had reported debt outstanding of $2.4 billion as
of Jan. 31, 2013.

"The CreditWatch placement follows Shuanghui's announcement that
it will acquire the outstanding net debt and shares of Smithfield
for $34 per share in cash or about $7.1 billion," said Standard &
Poor's credit analyst Chris Johnson.  The transaction will be
financed through a combination of cash and debt financing
committed by Morgan Stanley and is expected to close in the second
half of 2013, subject to Smithfield shareholder and U.S.
regulatory approval.

Although S&P believes Smithfield's stand-alone pro forma leverage
may not materially change from its adjusted debt to EBITDA ratio
for the 12 months ended Jan. 31, 2013. of about 3.3x, S&P believes
Shuanghui will likely raise additional debt to pay for
Smithfield's outstanding shares.  This could result in higher pro
forma consolidated debt leverage for the parent, which S&P will
consider in its analysis of Smithfield's credit quality going
forward.

S&P's ratings on Smithfield currently reflect a "fair" business
risk profile and "significant" financial risk profile.

S&P's assessment of business risk factors include:

   -- Strong market positions in domestic packaged meats and fresh
      pork offerings.

   -- Volatile earnings, particularly in the company's hog
      production segment, which is currently generating operating
      losses primarily because of high feed costs.

   -- Improved operating platform and margin management following
      business restructuring and more prudent hedging and risk
      management practices.

Financial risk factors incorporated in S&P's analysis are as
follows:

   -- Debt to EBITDA for Smithfield on a stand-alone basis is
      projected to exceed 3.5x in the near term prior to reverting
      to closer to 3x as debt maturities are retired and earnings
      rebound.

   -- The company has adequate liquidity to repay upcoming debt
      maturities.

Standard & Poor's will seek to resolve the CreditWatch listing
when more information about the acquisition's debt plans and
corporate structure becomes available.  S&P will review business
risk profile, capital structure, and leverage of the consolidated
entity, and consider these in its analysis of the relationship
between Smithfield and its new parent company in order to resolve
the CreditWatch listing.


SORENSON COMMUNICATIONS: S&P Assigns 'B-' CCR; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Salt Lake City, Utah-
based Sorenson Communications Inc. a 'B-' corporate credit rating
after the company completed a refinancing of its $495 million term
loan due August 2013.  The outlook is stable.

At the same time, S&P assigned the company's $25 million first-out
revolving credit facility due October 2014 a 'B+' issue-level
rating with a recovery rating of '1', indicating S&P's expectation
of very high (90%-100%) recovery for lenders in the event of a
payment default.

In addition, S&P assigned the company's $500 million first-lien
term loan due October 2014 a 'B-' issue-level rating with a
recovery rating of '3' (meaningful, 50%-70% recovery expectation).
The company used proceeds from this term loan to repay in full the
existing $495 million term loan due August 2013.

The refinancing of the term loan pushes out the 2013 maturity for
14 months, which gives the company more time to execute a longer-
term refinancing plan to address its 2014 and 2015 maturities,
which represent virtually all of the company's debt.

The 'B-' corporate credit rating and stable outlook on Sorenson, a
provider of video relay telecom services (VRS) for the hearing
impaired, reflect S&P's expectation that despite the company's
high debt leverage, it will generate positive discretionary cash
flow over the next 12 to 18 months.  S&P's rating incorporates
uncertainty surrounding the possibility that the FCC adopts a
final VRS reimbursement rate lower than the interim reimbursement
rate of $5.07 per minute, which was an 18.8% reduction from the
previous rate of $6.24.  Based on the interim rate structure, and
taking into account the company's recent cost cuts and growth in
its new Caption Call business, S&P believes the company should
continue to generate positive discretionary cash flow and maintain
interest coverage in excess of 1.5x.  However, the new FCC rules
affecting customer acquisition, customer certification of hearing
impairment, and hardware programming highlight Caption Call's
exposure to regulatory changes.  S&P sees the risk of increased
scrutiny of Caption Call in a manner that could limit
profitability potential.


SOUND SHORE MEDICAL: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor-affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                                   Case No.
     ------                                   --------
Sound Shore Medical Center of Westchester     13-22840
  16 Guion Place
  New Rochelle, NY 10802
The Mount Vernon Hospital                     13-22841
Howe Avenue Nursing Home, Inc.                13-22842
Howe Avenue Nursing Home, Inc.                13-22842
The M.V.H. Corporation                        13-22843
Sound Shore Health System, Inc.               13-22844
NRHMC Services Corporation                    13-22845
New Rochelle Sound Shore Housing, LLC         13-22846

Chapter 11 Petition Date: May 29, 2013

Bankruptcy Court:  U.S. Bankruptcy Court
                   Southern District of New York (White Plains)

Bankruptcy Judge: Hon. Robert D. Drain

Debtors'
Bankruptcy Counsel: Burton S. Weston, Esq.
                    GARFUNKEL WILD, P.C.
                    111 Great Neck Road
                    Great Neck, NY 11021
                    Tel: (516) 393-2588
                    Fax: (516) 466-5964
                    E-mail: bweston@garfunkelwild.com

Debtors' Financial
Advisors:           Alvarez & Marsal Healthcare
                    Industry Group, LLC

Debtors' Claims &
Noticing Agent:     GCG Inc.

Estimated Assets:   $100 million to $500 million

Estimated Debts:    $50 million to $100 million

The petitions were signed by John Spicer, the Debtors' president
and chief executive officer.

Consolidated List of the Debtors' 30 Largest Unsecured Creditors:

   Entity                     Nature of Claim    Claim Amount
   ------                     ---------------    '------------
Allscripts Healthcare LLC     Trade debt           $6,671,180
PO Box 8538-0133
Lockbox #077133
Philadelphia, PA 19171-0133
Attn: Todd Seiffer
(312)-447-2459

Amerisourcebergen Drug Corp   Trade debt           $1,587,973
101 Norfolk Street
Mansfield, MA 02048
Attn: Luz Bermudez
856-384-3232

Stryker Orthopaedics          Trade debt           $2,432,653
480 South Dean street
New Jersey Sales Office
Englewood, NJ 07631
Attn: Robert A. Passanante
201-831-5320

Convergent Revenue Cycle M    Trade debt             $935,464
1357 Heathcott Blvd
Suite 300
Gainsville, VA 20155
Attn: Glenn M. Getner
412-980-9742

1199 SEIU National Benefit    Trade debt           $5,504,020
330 West 42nd Street
New York, NY 10036
Timothy Wells

Crothall Service Group        Trade debt             $908,391
955 Chesterbrook Blvd
Suite 300
Wayne, PA 19087
Attn: Gene Bettencourt
508-965-5613

New York Medical College      Trade debt             $877,934
40 Sunshine Cottage Road
Attn: Dr. Marc Wallack
Valhalla, NY 10595
Attn: Jim Salerno
914-594-4455

TGC LLC
c/o Theodore N. Giovanis      Trade debt             $869,079
PO Box 130
Highland, MD 20777
301-854-2496


Miller & Malone PC            Trade debt             $778,059
100 Quentin Roosevelt Blvd
Garden City, NY 11530
Attn: Karen A. Till
516-296-1000 ext 302

Oceanside Institutional       Trade debt             $339,712
2525 Long Beach Road
Oceanside, NY 11572
Attn: Sheila
516-766-1462

New York Radiology Alliance   Trade debt             $646,200
25983 Network Place
Chicago, IL 60673-1259
Attn: Jonathan Schwartz
914-666-2220

Health/ROI                    Trade debt             $619,549
344 Main Street
Metuchen, NJ 08840
732-906-8700

Healthcare Assoc of NYS       Trade debt             $382,692
74 North Pearl St.
Albany, New York 10087-5535
Attn: Larry Edinger
518-431-7790

Emergency Medical Assoc.      Trade debt             $512,207
651 W. Mt. Pleasant Ave
Livingston, NJ 07039
800-345-0064

Medtronic USA Inc             Trade debt             $485,197
4642 Collection Center Drive
Chicago, IL 60693
Attn: John Hauwiller
763-505-6543

Nutrition Mgmt Services Co.   Trade debt             $520,811
2071 Kimberton Rd
Kimberton, PA 19442
Attn: George
610-935-2050 ext 5217

Modern Medical Systems        Trade debt             $436,619
170 Finn Court, Suite 1
Farmingdale, NY 11735
Attn: WM Pope
631-844-1700

Children's Phy. Of West LLC   Trade debt             $415,069
New York Medical College
Valhalla, NY 10595
914-594-4280

Enterprise Systems Software   Trade debt             $410,489
LLC - ESD
5151 Monroe Street, Suite 101
Toledo, OH 43623
Attn: David Mikola
678-557-3806

Fresenius Management          Trade debt             $372,315
16343 Collections Center Drive
Chicago, IL 60693
Attn: Karen Vaughin
330-896-4771

Michael Anthony Contracting   Trade debt             $360,739
161 Rail Road Avenue
Garden City Park, NY 11040
Attn: John Ballo
212-972-9800

Cannon Design                 Trade debt             $344,316
360 Madison Avenue
New York, NY 10017
Attn: Jennie M. Muscarella, Esq.
212-972-9800

New York Blood Center         Trade debt             $465,420
1200 Prospect Avenue
Westbury, NY 11590
Attn: Melissa
516-478-5224

Medline Industries            Trade debt             $397,219
One Medline Place
Mundelein, IL 60060-4485
Attn: Dave Gilligan
551-804-9312

Pension Benefit Guaranty Corp Unsecured            $9,620,000
PO Box 64880                  debt
Baltimore, MD 21264-4880
Attn: Franklin G. Tate, Jr.
203-326-4000 ext. 3558

Dormitory Authority of SNY    Unsecured            $3,350,000
Attn: S. Stevens Counsels     debt
Office
515 Broadway
Albany, NY 12207
Attn: Larry N. Volk
518-257-3160

McKesson Information          Trade debt             $949,760
PO Box 98347
Chicago, IL 60693
866-455-9430

Apollo Health Street Inc      Trade debt             $524,928
2 Brighton Road, Suite 300
Clifton, NJ 07012
Attn: Amab Sen
973-405-5002

Westchester County Health     Unsecured            $3,205,209
Care Corp, aka                debt
Westchester Medical Center
100 Woods Road
Valhalla, NY 10595
Attn: Julie Switzer
914-493-7000
switzerj@wcmc.com

Greystone Servicing           Trade debt             $512,200
Corporation Inc.
111 Rockville Pike, Suite 1150
Rockville, MD 20850
301-354-5006


SPANISH BROADCASTING: Copy of Letter From Former Accountant
-----------------------------------------------------------
Spanish Broadcasting System, Inc., filed an amended current report
on Form 8-K/A to amend its Current Report on Form 8-K filed with
the Securities and Exchange Commission on May 15, 2013, solely to
include the letter attached hereto as Exhibit 16.1 from the
Company's former registered independent public accountant KPMG
LLP.  There are no other changes to the Original Report.

On May 9, 2013, the Audit Committee of the Board of Directors of
Spanish Broadcasting System approved the dismissal of KPMG as the
Company's independent registered public accountant, effective as
of the date of KPMG's completion of the audit services for the
first quarter ending March 31, 2013, and the filing of the
Company's 2013 Quarterly Report on Securities and Exchange
Commission Form 10-Q.  The Board of Directors ratified that
decision, also on May 9, 2013.

The reports of KPMG on the Company's consolidated financial
statements for the fiscal years ended Dec. 31, 2012, and 2011 did
not contain any adverse opinion or disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope or
accounting principles.

During the Company's fiscal years ended Dec. 31, 2012, and 2011,
and through May 9, 2013, the date of KPMG's dismissal, (i) there
were no disagreements between the Company and KPMG on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved
to the satisfaction of KPMG would have caused KPMG to make
reference to the subject matter of the disagreement in connection
with its reports on the Company's consolidated financial
statements for those years, and (ii) there were no "reportable
events".

On May 9, 2013, the Audit Committee approved the appointment of
Crowe Horwath LLP as the Company's independent registered public
accounting firm to perform independent audit services beginning
with the fiscal year ending Dec. 31, 2013.  The Board of Directors
ratified that decision, also on May 9, 2013.  During the Company's
fiscal years ending Dec. 31, 2012, and 2011 and through May 9,
2013, neither the Company, nor anyone on its behalf, consulted
Crowe Horwath.

A copy of the Letter is available for free at:

                        http://is.gd/dVhQka

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

Spanish Broadcasting reported a net loss available to common
stockholders of $11.21 million in 2012, as compared with net
income available to common stockholders of $13.77 million during
the prior year.  The Company's balance sheet at March 31, 2013,
showed $473.63 million in total assets, $432.31 million in total
liabilities, $92.34 million in cumulative exchangeable redeemable
preferred stock, and a $51.03 million total stockholders' deficit.

                        Bankruptcy Warning

"We have experienced a decline in the level of business activity
of our advertisers, which has, and could continue to have, an
adverse effect on our revenues and profit margins.  In addition,
some of our advertisers and clients could experience serious cash
flow problems due to the slow economic recovery.  As a result,
they may attempt to renegotiate or cancel orders with us or alter
payment terms.  Our advertisers may be forced to reduce their
production, shut down their operations or file for bankruptcy
protection, which could have a material adverse effect on our
business.  Any further deterioration in the U.S. economy, any
worsening of conditions in the credit markets, or even the fear of
such a development, could intensify the adverse effects of these
difficult market conditions on our results of operations," the
Company said in its annual report for the year ended Dec. 31,
2012.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  "The rating action reflects
S&P's expectation that, despite very high leverage, SBS will have
adequate liquidity over the intermediate term to meet debt
maturities, potential swap settlements, and operating needs until
its term loan matures on June 11, 2012," said Standard & Poor's
credit analyst Michael Altberg.

As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings
Services revised its rating outlook on Miami, Fla.-based Spanish
Broadcasting System Inc. (SBS) to negative from stable.  "We also
affirmed our existing ratings on the company, including the 'B-'
corporate credit rating," S&P said.


SPECTRASCIENCE INC: Incurs $2.6 Million Net Loss in 1st Quarter
---------------------------------------------------------------
Spectrascience, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.62 million on $0 of revenue for the three months ended
March 31, 2013, as compared with a net loss of $3.15 million on $0
of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $2.60
million in total assets, $6.47 million in total liabilities, all
current, and a $3.86 million total shareholders' deficit.

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

                       http://is.gd/yHhlre

                      About SpectraScience

San Diego, Calif.-based SpectraScience, Inc., focuses on
developing its WavSTAT(R) Optical Biopsy System.  The WavSTAT
employs a non-significant risk technology that optically
illuminates tissue in real-time to distinguish between normal and
pre-cancerous or cancerous tissue.

McGladrey LLP, in Des Moines, Iowa, expressed substantial doubt
about SpectraScience, Inc.'s ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and its ability to
continue as a going concern is dependent on the Company's ability
to attract investors and generate cash through issuance of equity
instruments and convertible debt.

The Company reported a net loss of $9.1 million on $461,296 of
revenue in 2012, compared with a net loss of $4.8 million on
$26,735 of revenue in 2011.


SPRINGLEAF FINANCE: Plans to Offer $250 Million of Senior Notes
---------------------------------------------------------------
Springleaf Finance Corporation intends to offer, in a private
placement, up to $250 million aggregate principal amount of senior
notes due 2020, subject to market and other conditions.  The
Company intends to use the net proceeds from the offering for
general corporate purposes.  There can be no assurance that the
offering of the notes will be consummated.

In connection with a proposed note offering, Springleaf Finance
Corporation disclosed to prospective investors the following
information that has not been previously publicly reported:

     For the twelve-month period ended April 30, 2013, compared to
     the twelve-month period ended April 30, 2012, the personal
     loan volume per branch was $3.2 million compared to $2.5
     million, respectively.  As of April 30, 2013, the personal
     loan finance receivables balance per branch was $3.1 million,
     compared to $2.8 million as of April 30, 2012.

     The Company believes its operating expenses will be reduced
     by approximately $140 million in 2013 compared to 2011;
     however, there can be no assurance that those reductions will
     be achieved in full.

                     About Springleaf Finance

Evansville, Indiana-based Springleaf Finance Corporation is a
financial services holding company with subsidiaries engaged in
the consumer finance and credit insurance businesses.  The Company
provides secured and unsecured personal loans to customers who
generally need timely access to cash and also offers associated
insurance products.  At Dec. 31, 2012, SLFC had $11.7 billion of
net finance receivables due from over 973,000 customer accounts
and $3.4 billion of credit and non-credit life insurance policies
in force covering over 630,000 customer accounts.

At Dec. 31, 2012, the Company had 852 branch offices in the United
States, Puerto Rico, and the U.S. Virgin Islands.

Springleaf Finance reported a net loss of $220.7 million on net
interest income (before provision for finance receivable losses)
of $625.3 million in 2012, compared with a net loss of
$224.7 million on net interest income (before provision for
finance receivable losses) of $601.2 million in 2011.

                          *     *     *

As reported in the TCR on March 3, 2013, Standard & Poor's Ratings
Services splaced its ratings on SLFC, including its 'CCC/C' issuer
credit ratings, on CreditWatch with positive implications.


SPRINGLEAF FINANCE: Prices Offering of $300 Million Senior Notes
----------------------------------------------------------------
Springleaf Finance Corporation has priced $300 million aggregate
principal amount of 6.00 percent senior notes due 2020 in
connection with its previously announced private offering exempt
from the registration requirements of the Securities Act of 1933,
as amended.  The offering has been upsized from the $250 million
proposed offering.  The closing of the offering is expected to
occur on May 29, 2013, subject to customary closing conditions.

The Company intends to use the net proceeds of the offering for
general corporate purposes.

                     About Springleaf Finance

Evansville, Indiana-based Springleaf Finance Corporation is a
financial services holding company with subsidiaries engaged in
the consumer finance and credit insurance businesses.  The Company
provides secured and unsecured personal loans to customers who
generally need timely access to cash and also offers associated
insurance products.  At Dec. 31, 2012, SLFC had $11.7 billion of
net finance receivables due from over 973,000 customer accounts
and $3.4 billion of credit and non-credit life insurance policies
in force covering over 630,000 customer accounts.

At Dec. 31, 2012, the Company had 852 branch offices in the United
States, Puerto Rico, and the U.S. Virgin Islands.

Springleaf Finance reported a net loss of $220.7 million on net
interest income (before provision for finance receivable losses)
of $625.3 million in 2012, compared with a net loss of
$224.7 million on net interest income (before provision for
finance receivable losses) of $601.2 million in 2011.

The Company's balance sheet at March 31, 2013. showed $14.60
billion in total assets, $13.33 billion in total liabilities and
$1.26 billion in total shareholders' equity.

                          *     *     *

As reported in the TCR on March 3, 2013, Standard & Poor's Ratings
Services splaced its ratings on SLFC, including its 'CCC/C' issuer
credit ratings, on CreditWatch with positive implications.


SPRINT NEXTEL: "Merger Consideration" Hiked to $3.40
----------------------------------------------------
Sprint Nextel Corporation and Collie Acquisition Corp. entered
into a Second Amendment to Agreement and Plan of Merger, dated as
of May 21, 2013, with Clearwire Corporation.  The Second Amendment
increased the Merger Consideration to $3.40 from $2.97. The Second
Amendment is available for free at http://is.gd/b6gTn9

As of April 2, 2013, the Company and its subsidiaries owned
739,010,818 shares (or approximately 50.2 percent) of Clearwire's
voting common stock.

A copy of the Amended Schedule 13E-3 to reflect the amendment is
available at http://is.gd/RxVFxh

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

Sprint Nextel incurred a net loss of $4.32 million in 2012, a net
loss of $2.89 million in 2011, and a net loss of $3.46 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$50.75 billion in total assets, $44.28 billion in total
liabilities, and $6.47 billion in total shareholders' equity.

                        Bankruptcy Warning

"If the Merger Agreement terminates and we are unable to raise
sufficient additional capital to fulfill our funding needs in a
timely manner, or we fail to generate sufficient additional
revenue from our wholesale and retail businesses to meet our
obligations beyond the next twelve months, our business prospects,
financial condition and results of operations will likely be
materially and adversely affected, substantial doubt may arise
about our ability to continue as a going concern and we will be
forced to consider all available alternatives, including a
financial restructuring, which could include seeking protection
under the provisions of the United States Bankruptcy Code," the
Company said in its annual report for the period ended Dec. 31,
2012.

On Dec. 17, 2012, the Company entered into an agreement and plan
of merger pursuant to which Sprint agreed to acquire all of the
outstanding shares of Clearwire Corporation Class A and Class B
common stock not currently owned by Sprint, SOFTBANK CORP., which
or their affiliates.  At the closing, the outstanding shares of
common stock will be canceled and converted automatically into the
right to receive $2.97 per share in cash, without interest.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


SPRINT NEXTEL: Held 52.5% Class A Shares of Clearwire at May 20
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Sprint Nextel Corporation and its affiliates
disclosed that, as of May 20, 2013, they beneficially owned
739,010,818 Class A common stock of Clearwire Corporation
representing 52.5% of the shares outstanding.  A copy of the
regulatory filing is available at http://is.gd/uOeYsp

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

Sprint Nextel incurred a net loss of $4.32 million in 2012, a net
loss of $2.89 million in 2011, and a net loss of $3.46 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$50.75 billion in total assets, $44.28 billion in total
liabilities, and $6.47 billion in total shareholders' equity.

                        Bankruptcy Warning

"If the Merger Agreement terminates and we are unable to raise
sufficient additional capital to fulfill our funding needs in a
timely manner, or we fail to generate sufficient additional
revenue from our wholesale and retail businesses to meet our
obligations beyond the next twelve months, our business prospects,
financial condition and results of operations will likely be
materially and adversely affected, substantial doubt may arise
about our ability to continue as a going concern and we will be
forced to consider all available alternatives, including a
financial restructuring, which could include seeking protection
under the provisions of the United States Bankruptcy Code," the
Company said in its annual report for the period ended Dec. 31,
2012.

On Dec. 17, 2012, the Company entered into an agreement and plan
of merger pursuant to which Sprint agreed to acquire all of the
outstanding shares of Clearwire Corporation Class A and Class B
common stock not currently owned by Sprint, SOFTBANK CORP., which
or their affiliates.  At the closing, the outstanding shares of
common stock will be canceled and converted automatically into the
right to receive $2.97 per share in cash, without interest.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


STRATUS MEDIA: Amends First Quarter Form 10-Q
---------------------------------------------
Stratus Media Group, Inc., has amended its quarterly report on
Form 10-Q for the period ended March 31, 2013, filed with the
Securities and Exchange Commission on May 17, 2013, solely to
furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405
of Regulation S-T.  Exhibit 101 to this report provides the
consolidated financial statements and related notes from the Form
10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q.  A copy of the
Amended Form 10-Q is available at http://is.gd/ScVKtr

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

Stratus Media disclosed a net loss of $6.84 million on $374,542 of
total revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $23.63 million on $570,476 of total revenues for the
year ended Dec. 31, 2011.  The Company's balance sheet at Dec. 31,
2012, showed $2.44 million in total assets, $20.85 million in
total liabilities, all current, and a $18.40 million total
shareholders' deficit.

Goldman Kurland and Mohidin 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 Stratus Media has suffered recurring losses
and has negative cash flow from operations which conditions raise
substantial doubt as to the ability of the Company to continue as
a going concern.


SUNVALLEY SOLAR: Incurs $389,000 Net Loss in First Quarter
----------------------------------------------------------
Sunvalley Solar, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $389,148 on $12,656 of revenues for the three months ended
March 31, 2013, as compared with a net loss of $258,586 on
$178,096 of revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $5.78
million in total assets, $5.39 million in total liabilities and
$392,881 in total stockholders' equity.

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

                         http://is.gd/hL7SAi

                        About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

Sunvalley Solar disclosed a net loss of $1.76 million on $3.74
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $398,866 on $5.82 million of revenue for the
year ended Dec. 31, 2011.

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 had losses from operations of
$1,767,902 and accumulated deficit of $3,125,692, which raises
substantial doubt about its ability to continue as a going
concern.


SYNAGRO TECHNOLOGIES: Has Final $30 Million Loan Approved
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Synagro Technologies Inc. received final approval on
May 29 for $30 million in financing to support its Chapter 11
reorganization.  There were no objections.  The loan is provided
by existing first-lien lenders.

According to the report, the business will be sold at auction on
June 10.  The prospective buyer EQT Partners AB increased the
price by $5 million to $460 million to resolve an objection to
sale procedures raised by American Securities Opportunities
Advisors LLC, one of the company's senior and junior lenders.

The Company has long-term debt of $536 million, according to court
papers. Liabilities include $79 million on a first-lien revolving
credit and $249 million on a first-lien term loan.  Bank of
America NA is agent for the lenders.  The second-lien term loan is
$100 million, with U.S. Bank NA as agent.  There are $96 million
in bonds on four projects not to be affected by bankruptcy.

                     About Synagro Technologies

Synagro Technologies, Inc., based in Houston, Texas, is the
recycler of bio-solids and other organic residuals in the U.S. and
is one of the largest national companies focused exclusivity on
biosolids recycling, which has a market size of $2 billion.  The
Company was formed in 1986, under the name RPM Marketing, Inc.
Synagro's corporate headquarters is currently located in Houston,
Texas but is in the process of being transferred to White Marsh,
Maryland.  The Company also has offices in Lansdale, Pennsylvania,
Rayne, Louisiana, and Watertown, Connecticut.

Synagro Technologies and 29 affiliates sought Chapter 11
protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013.

Synagro is being advised by the law firm of Skadden Arps Slate
Meagher & Flom, along with financial adviser AlixPartners and
investment bankers Evercore Partners.  Kurtzman Carson &
Consultants serves as notice and claims agent.

Synagro was owned by The Carlyle Group at the time of the
bankruptcy filing.

The Debtor has a deal to sell the assets to private-equity
investor EQT Partners AB for $455 million, absent higher and
better offers in a bankruptcy court-sanctioned auction.


T SORRENTO: Henry S. Miller Approved as Broker for Properties
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized T Sorrento, Inc., to employ Henry S. Miller Brokerage,
LLC as broker.  The Court also approved the amended broker
agreements.

The Debtor owns several parcels of real property.  The parcels are
separately grouped together and refereed to as "Casino",
"Stanley", "McKinney Ranch", and the "Irving Property". Casino and
Stanley were financed through RMR Investment, Inc., with the
participation of RMR's advisor, West Orient Investment, Inc., who
are the two active parties in the case.

Prior to bankruptcy, the Debtor employed Henry S. Miller
Brokerage, LLC, to list and broker certain of the parcels for sale
pursuant to broker agreements.  The Broker Agreements provide for
an exclusive one-year listing and marketing of the tracts referred
to as "Stanley" and "Casino" for 6% of the first $1,000,000.00 and
3% of the remainder sales prices for a period.  Under the Broker
Agreements, the broker fee is earned upon the sale or other
transfer of property, which has yet to occur during the Bankruptcy
Case.

HSM does not and will not represent any parties adverse to the
Debtor or its property.

                         About T Sorrento

Clark, Nevada-based T Sorrento, Inc., is a wholly owned subsidiary
of Transcontinental Realty Investors, Inc., a Nevada corporation.
T Sorrento filed for a Chapter 11 petition (Bankr. D. Nev. Case
No. 12-13907) in Las Vegas on April 2, 2012.  At the behest of RMR
Investments, Inc., the Nevada Bankruptcy Court transferred the
venue of the case to the Northern District of Texas, Dallas
Division, as the Debtor's principal office and principal place of
business are located in Dallas and the mailing address for each of
the Debtor's officers is also located in Dallas, Texas.  The case
was transferred to the Northern District of Texas by a June 27,
2012 court order.  Dallas Bankruptcy Judge Barbara J. Houser
oversees the case.

T Sorrento disclosed assets of $17.4 million and debts of
$5.4 million in its schedules.  The Debtor's Schedule A states it
owns six lots (about 30 acres) at "Mira Lago" in Farmers Branch,
two lots (24 acres) at Valley Branch Circle in Farmers Branch, 5.7
acres in McKinney and less than an acre in Irving.  The total
value of the real property is stated as $17,442,754.  The Debtor
has no personal property.  The Debtor disclosed it has secured
debt held by two entities totaling $5,121,368.  Property taxes
owed total $90,000.  Six unsecured creditors are owed a total of
$235,203.

Lender RMR Investments is represented by Mark E. Andrews, Esq.,
and Stephen K. Lecholop II, Esq., at Cox Smith Matthews
Incorporated.


T SORRENTO: Taps Dohmeyer to Testify on Valuation, Interest Rates
-----------------------------------------------------------------
T Sorrento, Inc., asked the U.S. Bankruptcy Court for the Northern
District of Texas for permission to employ Dohmeyer Valuation
Corp. to testify as to valuation and appropriate interest rates
for purposes of the Debtor's Chapter 11 Plan.

The Debtor said in its application that no hearing will be
conducted unless a written response is filed with the clerk of the
court by April 29, 2013.

Robert M. Dohmeyer of DVC will be primarily responsible for
assisting the Debtor in the matter.  Mr. Dohmeyer charges $250 per
hour and associates of DVC charges $160 per hour.

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

                         About T Sorrento

Clark, Nevada-based T Sorrento, Inc., is a wholly owned subsidiary
of Transcontinental Realty Investors, Inc., a Nevada corporation.
T Sorrento filed for a Chapter 11 petition (Bankr. D. Nev. Case
No. 12-13907) in Las Vegas on April 2, 2012.  At the behest of RMR
Investments, Inc., the Nevada Bankruptcy Court transferred the
venue of the case to the Northern District of Texas, Dallas
Division, as the Debtor's principal office and principal place of
business are located in Dallas and the mailing address for each of
the Debtor's officers is also located in Dallas, Texas.  The case
was transferred to the Northern District of Texas by a June 27,
2012 court order.  Dallas Bankruptcy Judge Barbara J. Houser
oversees the case.

T Sorrento disclosed assets of $17.4 million and debts of
$5.4 million in its schedules.  The Debtor's Schedule A states it
owns six lots (about 30 acres) at "Mira Lago" in Farmers Branch,
two lots (24 acres) at Valley Branch Circle in Farmers Branch, 5.7
acres in McKinney and less than an acre in Irving.  The total
value of the real property is stated as $17,442,754.  The Debtor
has no personal property.  The Debtor disclosed it has secured
debt held by two entities totaling $5,121,368.  Property taxes
owed total $90,000.  Six unsecured creditors are owed a total of
$235,203.

Lender RMR Investments is represented by Mark E. Andrews, Esq.,
and Stephen K. Lecholop II, Esq., at Cox Smith Matthews
Incorporated.


T SORRENTO: Taps Deverick & Associates to Appraise Real Property
----------------------------------------------------------------
T Sorrento, Inc., asked the U.S. Bankruptcy Court for the Northern
District of Texas for permission to employ John D. Jordan, MAI
with Deverick & Associates, Inc., as appraiser.

The Debtor owns several parcels of real property.  The parcels are
separately grouped together and referred to as "Casino",
"Stanley", "McKinney Ranch", and the "Irving Property".  Casino
and Stanley were financed through RMR Investment, Inc. with the
participation of RMR's advisor, West Orient Investment, Inc., who
are the two active parties in the case.

The Debtor requires the assistance of a real property appraiser
for purposes of valuing the Debtor's property.  Deverick has
agreed to charge $5,000 for Stanley, $8,000 for Casino, and hourly
rates for deposition and trial time of $300 per hour.

To the best of the Debtor's knowledge, Deverick does not represent
interest adverse to the Debtor.

                         About T Sorrento

Clark, Nevada-based T Sorrento, Inc., is a wholly owned subsidiary
of Transcontinental Realty Investors, Inc., a Nevada corporation.
T Sorrento filed for a Chapter 11 petition (Bankr. D. Nev. Case
No. 12-13907) in Las Vegas on April 2, 2012.  At the behest of RMR
Investments, Inc., the Nevada Bankruptcy Court transferred the
venue of the case to the Northern District of Texas, Dallas
Division, as the Debtor's principal office and principal place of
business are located in Dallas and the mailing address for each of
the Debtor's officers is also located in Dallas, Texas.  The case
was transferred to the Northern District of Texas by a June 27,
2012 court order.  Dallas Bankruptcy Judge Barbara J. Houser
oversees the case.

T Sorrento disclosed assets of $17.4 million and debts of
$5.4 million in its schedules.  The Debtor's Schedule A states it
owns six lots (about 30 acres) at "Mira Lago" in Farmers Branch,
two lots (24 acres) at Valley Branch Circle in Farmers Branch, 5.7
acres in McKinney and less than an acre in Irving.  The total
value of the real property is stated as $17,442,754.  The Debtor
has no personal property.  The Debtor disclosed it has secured
debt held by two entities totaling $5,121,368.  Property taxes
owed total $90,000.  Six unsecured creditors are owed a total of
$235,203.

Lender RMR Investments is represented by Mark E. Andrews, Esq.,
and Stephen K. Lecholop II, Esq., at Cox Smith Matthews
Incorporated.


TACONY ACADEMY: S&P Assigns 'BB+' Rating to 2013A Revenue Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
long-term rating to Philadelphia Authority for Industrial
Development, Pa.'s tax-exempt series 2013A revenue bonds, issued
for the Frankford Valley Foundation for Literacy II, on behalf of
Tacony Academy Charter School.  The outlook is stable.

The rating reflects S&P's view of Tacony's adequate, but slim, pro
forma maximum annual debt service (MADS) coverage of 1x based on
fiscal 2012 audited financials, high MADS burden relative to
operating expenses, which includes the series 2013A and the
proposed 2013B series bonds that are likely be issued in the next
six months.

"The school's growing enrollment, strong demand profile, recent
charter renewal, and historically positive operating performance
support the rating," said Standard & Poor's credit analyst Carolyn
McLean.

Tacony Academy, located in northeast Philadelphia, began
operations in the 2009-2010 school year.  The authorizer, the
School District of Philadelphia, encouraged the opening of Tacony
because of the overcrowding in neighborhood public schools, and
the academic success of its sister school, First Philadelphia.
Tacony will use series 2013A bond proceeds to acquire, renovate,
and expand the existing school building.


TARGETED MEDICAL: Kerry Weems Quits as Director
-----------------------------------------------
Kerry Weems resigned from the Board of Directors of Targeted
Medical Pharma, Inc., to focus on other business activities.  At
the time of his resignation, Mr. Weems was the Chairman of the
Nominating and Corporate Governance Committee, a member of the
Audit Committee and a member of the Compensation Committee of the
Company.  Mr. Weems did not resign as a result of any disagreement
with the Company on any matter relating to the Company's
operations, policies or practices.

                       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.

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.


TELECOMMUNICATIONS MANAGEMENT: S&P Retains 'B+' Corp Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that Telecommunications
Management LLC's (d/b/a NewWave Communications) proposed
$55 million add-on to its first-lien term loan does not affect the
'BB-' issue level and '2' recovery rating on the company's first-
lien credit facilities.

The 'B+' corporate credit rating, stable outlook, and all other
ratings also remain unchanged.  The company will use proceeds from
the credit facilities to fund future acquisitions, and, pro forma
for such acquisitions, S&P do not expect leverage to materially
change from the 6.5x it anticipates by the end of 2013.  S&P's
'B+' corporate credit rating already incorporated potential
acquisitions, in keeping with the stated objective of the equity
sponsor GTCR to expand NewWave's operations to at least three
times its current subscriber size.  However, S&P's rating does not
assume any meaningful increase in leverage as a result of any such
acquisitions.  Moreover, S&P's base-case scenario assumes that the
company's free operating cash flow will only be very modestly
negative over the next one to two years.

S&P's ratings reflects its assessment of the company's business
risk profile as "fair," based on its limited scale and geographic
diversity compared with other cable operators S&P rates, as well
as profitability that lags most of its peers.  S&P's expectation
is that the company's financial risk profile will remain "highly
leveraged," based on S&P's belief that leverage will remain above
6x at least for the next few years.

RATINGS LIST

Telecommunications Management LLC (d/b/a NewWave Communications)

Corporate Credit Rating                   B+/Stable/--
$203.5 Mil. First-Lien Term Loan          BB-
   Recovery Rating                         2


TELESTONE TECHNOLOGIES: Receives NASDAQ Delisting Notice
--------------------------------------------------------
Telestone Technologies Corporation on May 30 disclosed that it
received a Staff Determination Letter from The NASDAQ Stock Market
LLC on May 23, 2013, indicating that NASDAQ has determined to
suspend from trading and delist the Company's common stock from
the NASDAQ Stock Market, effective the open of business on June 3,
2013.

As previously disclosed, the Company is not in compliance with the
continued listing requirements under NASDAQ Listing Rule
5250(c)(1) due to the Company's inability to timely file its
annual report on Form 10-K for the year ended December 31, 2012.
On May 1, 2013, the Company filed a plan with NASDAQ to regain
compliance with continued listing requirements, however NASDAQ did
not approve the plan.  In addition, the Company also failed to
file its quarterly report on Form 10-Q for the period ended March
31, 2013, which constitutes a separate basis for delisting under
NASDAQ Listing Rule 5250(c)(1).  In the Notice, NASDAQ also cited
NASDAQ Listing Rule 5101, which affords NASDAQ "broad
discretionary authority over the initial and continued listing of
securities in NASDAQ."  Specifically, the Notice stated that the
Staff of NASDAQ believes that the reasons underlying the Company's
filing delinquencies raise significant public interest concerns
under Listing Rule 5101.  Based on these factors, the Staff made
the determination to delist the Company's securities from The
NASDAQ Stock Market.

The Company has determined not to appeal NASDAQ's determination.
As previously disclosed, the Company has not obtained records from
its Sichuan Ruideng subsidiary that are necessary for the
completion of the audit of the Company's financials for the fiscal
year ended December 31, 2012.  Also, as disclosed in the Company's
Form 12b-25 filed May 16, 2013, to date, the prior owners of the
Subsidiary, who are also tasked with its management, have refused
to deliver the records to the Company headquarters.  The Company
doubts that the potential remedial measures necessary to obtain
such financial records can be completed within 180 days, and, as
such, the Company feels the success of an appeal of the delisting
determination would be unlikely.  Therefore, the Company will not
appeal NASDAQ's determination.

After the Company's common stock is delisted by NASDAQ, it may
trade on the OTC Markets Group Inc. (the "Pink Sheets") but only
if at least one market maker decides to quote the Company's common
stock.  There can be no assurance that any market maker will
decide to quote the Company's common stock immediately following
such delisting or at all, and thus there can be no assurance that
the Company's common stock would be eligible to trade on the Pink
Sheets.

             About Telestone Technologies Corporation

Telestone Technologies Corporation is a supplier of local access
network solutions for communications networks in China.  The
company has a global presence, with 30 sales offices throughout
China and a network of international branch offices and sales
agents.  For more than 10 years, Telestone has installed radio-
frequency (RF)-based 1G and 2G systems throughout China for its
leading telecommunications companies.  After intensive research on
the needs of carriers in the 3G age, Telestone developed and
commercialized its proprietary third-generation local-access
network technology, Wireless Fiber-optic Distribution System
(WFDS), which provides a scalable, multi-access local access
network solution for China's three cellular protocols.  Telestone
also offers services including project design, manufacturing,
installation, maintenance and after-sales support.  The Company
has approximately 1,400 employees.


TEMECULA MINING: U.S. Trustee Wants Chapter 11 Case Dismissed
-------------------------------------------------------------
Peter C. Anderson, U.S. Trustee for Region 16, was slated to ask
the U.S. Bankruptcy Court for the Central District of California
at a hearing on May 29 to dismiss the Chapter 11 case of Temecula
Mining Group and Water Rights, LLC.  According to the U.S.
Trustee, the Debtor has not complied with its responsibilities as
a debtor-in-possession.  The Debtor failed to submit its seven day
package to the U.S. Trustee, which would contain, among other
things, proof of insurance, proof of closing prepetition accounts,
new Debtor-in-Possession account information, and a statement of
major issues and timetable report. Further, the Debtor failed to
appear at the initial debtor interview.

                    About Temecula Mining Group

Temecula Mining Group and Water Rights, LLC, filed a Chapter 11
bankruptcy petition (Bankr. C.D. Cal. Case No. 13-16153) on
April 4, 2013.  Mark Smith signed the petition as manager.  The
Debtor estimated assets and debts of at least $10 million.  Socal
Law Group PC serves as the Debtor's counsel.  Judge Meredith A.
Jury presides over the case.


TEXASBANC CAPITAL: Fitch Affirms 'BB-' Preferred Stock Rating
-------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) for
BBVA Compass Bancshares, Inc. (CBSS) at 'BBB/F2' and the Viability
Rating (VR) at 'BBB'. The Rating Outlook is revised to Stable from
Negative. This action follow's Fitch's recent rating action on
CBSS' parent company, Banco Bilbao Vizcaya Argentaria (BBVA) on
May 23, 2013.

KEY RATING DRIVERS - VRS, IDRS AND SENIOR DEBT

CBSS' VR, which reflects the company's intrinsic creditworthiness
absent any extraordinary support, was affirmed reflecting the
company's improving earnings and asset quality. Further, the
rating and Outlook are supported by CBSS' solid capital base and
good liquidity profile. CBSS' Rating Outlook was revised to Stable
from Negative reflecting the overall improving credit profile.

CBSS' recent earnings performance reflects a vast improvement over
the losses reported during the prior years, which were weighed
down by large goodwill impairment charges and elevated provision
expenses. For the full year 2012, CBSS reported a 74bps return on
assets (ROA), and 68bps in 1Q'13. While this included some benefit
from releasing reserves, it nonetheless reflects an improving
overall credit profile. Asset quality ratios also continue to
improve in line with industry trends, while nonperforming asset
levels remain at very manageable levels. The capital profile
remains strong, with a high Tier 1 common ratio (under Basel III)
of 11.55% at March 31, 2013. Further, the liquidity profile
continues to improve, reflecting industry trends of strong deposit
inflows and tempered loan growth.

Despite the improving profile, CBSS' ratings remain constrained by
its ownership, and the implications of macro-economic pressures in
Spain on BBVA. The parent company's Rating Outlook remains
Negative, mirroring the Outlook on Spain's sovereign rating. Given
the improving standalone profile of CBSS, the likelihood of
downgrades, due either to company performance or downgrades of
BBVA or Spain, has decreased, as reflected in the Rating Outlook
revision to Stable.

RATING SENSITIVITIES -VR, IDRS AND SENIOR DEBT

Further ratings movement in BBVA's ratings will likely not impact
CBSS' IDR, since its VR will likely now be the anchor rating going
forward. However, CBSS' IDR could be adversely affected by a
multi-notch downgrade of the parent's rating. According to Fitch
rating criteria, the potential uplift of the subsidiary's VR from
the parent's long-term IDR is usually limited to a maximum of
three notches. BBVA's Rating Outlook remains Negative (see the
press release titled 'Fitch Affirms Santander's BBVA's and
CaixaBank's Ratings', dated May 23, 2013) reflecting the close
correlation between the bank and the sovereign credit risk of
Spain (rated LT IDR BBB, Outlook Negative, by Fitch).

Absent a multi-notch downgrade in BBVA's ratings, CBSS' ratings
are sensitive to those drivers that would impact the VR, namely
changes in capital, earnings or asset quality. Fitch envisions
more ratings upgrade potential than downward pressure given the
company's improving overall credit profile. CBSS' VR, and
consequently its IDR, could be upgraded with improving earnings
performance, combined with the continuation of moderating asset
quality and the maintenance of capital at appropriate levels.

In general, subsidiary banks can be vulnerable to a sharp
deterioration in the parent's credit profile. As a result,
subsidiary VRs are not usually higher than parent Long-Term IDRs.
In the case of CBSS, there are several reasons why this risk
currently appears to be manageable, which therefore provides
greater long-term uplift in CBSS' VR relative to BBVA's long-term
IDR. These reasons include: limited direct exposure to BBVA or the
Spanish market, an independent franchise and operational
infrastructure, and no reliance of CBSS on funding from its
parent. Fitch also expects that the U.S. regulators would not
approve capital distributions to the parent that would impair
CBSS' credit profile. CBSS has not upstreamed any capital to its
parent over the past few years, and has, in fact, been a
beneficiary of capital injections from BBVA through the crisis.
However, Fitch expects CBSS will return capital in the future,
though it is assumed it will be in moderate amounts.

KEY RATING DRIVERS AND SENSITIVITIES - SUPPORT RATING

CBSS is strategically important to, but not considered a core
subsidiary of BBVA by Fitch. CBSS' IDR reflects the higher of its
support-driven IDR or VR. CBSS' support-driven IDR has
historically been notched one notch below at 'BBB' reflecting
Fitch's view that CBBS is strategically important to BBVA, though
not core Since CBSS' support reflects institutional support, no
support rating floor is assigned. In the event Fitch's views CBSS
as no longer strategically important to BBVA, its support rating
could be downgraded. In the event this were to occur, it would
likely have no impact on the company's VR, and would likely not
impact the IDR given Fitch's 'higher-of' approach in assigning an
IDR.

KEY RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT AND OTHER
HYBRID SECURITIES

Subordinated debt and other hybrid securities issued by CBSS and
by various issuing vehicles are all notched down from CBSS' or its
bank subsidiaries' VR in accordance with Fitch's assessment of
each instrument's respective non-performance and relative loss
severity risk profiles. Their ratings are all primarily sensitive
to any changes in the VRs of CBSS.

KEY RATING DRIVERS AND SENSITIVITIES - HOLDING COMPANY

CBSS' IDR and VR are equalized with those of Compass Bank,
reflecting its role as the bank holding company, which is mandated
in the U.S. to act as a source of strength for its bank
subsidiaries. Should CBSS' holding company begin to exhibit signs
of weakness, or have inadequate cash flow coverage to meet near-
term obligations, there is the potential that Fitch could notch
the holding company IDR and VR from the ratings of Compass Bank.

The following ratings are affirmed:

Compass Bancshares, Inc.

-- Long-term IDR at 'BBB'; Outlook Stable;
-- VR at 'bbb';
-- Support at '2';
-- Short-term IDR at 'F2'.

Compass Bank

-- Long-term IDR at 'BBB'; Outlook Stable;
-- Short-term IDR at 'F2';
-- VR at 'bbb';
-- Support at '2';
-- Long-term deposits at 'BBB+';
-- Short-term deposits at 'F2';
-- Senior unsecured at 'BBB';
-- Subordinated debt at 'BBB-'.

TexasBanc Capital Trust I

-- Preferred stock at 'BB-'


TITAN ENERGY: Incurs $279,500 Net Loss in First Quarter
-------------------------------------------------------
Titan Energy Worldwide, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $279,559 on $4.65 million of net sales for the three
months ended March 31, 2013, as compared with a net loss of
$616,185 on $3.26 million of net sales for the same period a year
ago.

The Company's balance sheet at March 31, 2013, showed $6.80
million in total assets, $10.85 million in total liabilities and a
$4.04 million total stockholders' deficit.

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

                         http://is.gd/ffPUD2

                          About Titan Energy

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.

Titan Energy disclosed a net loss of $1.43 million on $19.15
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $3.43 million on $14.06 million of net sales
for the year ended Dec. 31, 2011.

                           Going Concern

"The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.  The Company
incurred a net loss for the year ended December 31, 2012 of
$1,430,961.  At December 31, 2012, the Company had an accumulated
deficit of $34,795,695.  These conditions raise substantial doubt
as to the Company's ability to continue as a going concern.  These
consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded
asset amounts, or amounts and classification of recorded asset
amounts, or amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going
concern."

The Company's Consolidated Financial Statements have not been
audited as of Dec. 31, 2012, or for the years ended Dec. 31, 2012
and 2011.  The audit has not been performed due to the cost and
availability of cash required to pay past due fees owed to the
Company's independent accountant firm.


TRAFFIC CONTROL: Trustee Wants to Epiq Bankruptcy Released
----------------------------------------------------------
GlasRaner Advisory & Capital Group, LLC, the trustee of the TCSC
Liquidating trustee, asks the U.S. Bankruptcy Court for the
District of Delaware to release Epiq Bankruptcy Solutions, LLC as
the court-approved claims and noticing agent in order to alleviate
any duplication of services.

As reported in the Troubled Company Reporter on April 2, 2013, the
Official Committee of Unsecured Creditors in the Chapter 11
case of Traffic Control and Safety Corporation, et al., notified
the U.S. Bankruptcy Court for the District of Delaware that the
effective date of its Plan of Liquidation for the Debtor occurred
Nov. 30, 2012.  The Committee won confirmation of the Plan on
Nov. 8, 2012.  Under the Plan, GlassRatner Advisory and Capital
Group LLC will be the liquidating trustee.

The trustee relates that it has been able to download and
replicate the official claims database created by Epiq and will
maintain the claims database going forward.

                     About Traffic Control

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.  Toomey Industries, Inc.
disclosed $10,322,077 in assets and $67,844,144 in liabilities as
of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.

The Debtors have won authority to (i) use cash collateral in which
the First Lien Lender has an interest, and (ii) obtain
postpetition financing from Fifth Street Finance Corp. and other
entities in the maximum amount of $12,775,000.

The Debtors have canceled an auction with only their biggest
lender bidding for the assets.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five unsecured creditors to the Official Committee of Unsecured
Creditors.  The Committee tapped Potter Anderson & Corroon LLP as
its counsel and GlassRatner Advisory & Capital Group LLP as its
financial advisor.


TRINITY INDUSTRIES: S&P Raises Corp Credit Rating From 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Dallas-based Trinity Industries Inc. to
'BBB-' from 'BB+'.  The outlook is stable.

At the same time, S&P raised its issue ratings on the company's
subordinated debt to 'BB+' from 'BB-' and withdrew its recovery
ratings on those issues.

The ratings on asset-backed security structured transactions
relating to the railcar assets of Trinity and its joint venture,
TRIP, are not affected by this action.

"Our upgrade reflects Trinity's better prospects for the next
several years based on improving industry demand for its products
and a very solid backlog of noncancellable orders," said Standard
& Poor's credit analyst Sol Samson.  These factors underpin the
company's higher performance in recent periods.  For example,
before-tax earnings for the latest quarter rose 45% over the first
quarter of 2102 (which, in turn, was 86% above the first quarter
of 2011.)  In addition, Trinity's business mix has changed with
the growth of its lease activity, which has a much less cyclical
pattern.  S&P anticipates additional growth in leasing services
along the lines of the company's recently announced RIV 2013 LLC
joint venture.  Moreover, the equity capital from that venture has
a deleveraging effect on the leasing balance sheet, and future
deals will produce still-lower lease leverage metrics.

S&P views the company's overall business risk profile as
satisfactory and its financial risk profile as intermediate.
Heretofore, S&P viewed Trinity's financial risk as significant.
S&P deems management and governance as fair, under its criteria.
Management has successfully carried out their diversification
strategies, and there are no material governance lapses or issues.

The stable outlook reflects S&P's view that industrial
fundamentals will continue to improve during 2013 and that
Trinity's diversified portfolio will experience continued growth
in profits and cash flow.  Further, S&P believes that management
will pursue its diversification strategies--especially the
expansion of its lease fleet--in a prudent manner, such that its
deleveraging continues.

Longer term, S&P could raise the ratings further if lease fleet
leverage--as defined by debt/capitalization--improves to about
75%.

S&P could lower the ratings if Trinity made a large debt-financed
acquisition or if profitability plummeted as the result of a
severe downturn in railcar demand.


UNI-PIXEL INC: Gets $5MM Milestone Payment for UniBoss License
--------------------------------------------------------------
UniPixel, Inc., received a $5 million payment according to its
recently announced second preferred price and capacity license
with a major touch-screen ecosystem partner.

UniPixel signed the licensee to facilitate the development,
introduction and production of products that feature next-
generation touch screens based on UniPixel's UniBossTM pro-cap,
multi-touch sensor film.  UniPixel will recognize the $5 million
as deferred revenue in the second quarter of 2013 and apply the
funds toward building out an additional one million square feet
per month of UniBoss production capacity.

"The milestone payment marks significant progress towards the
worldwide commercial roll-out of our UniBoss touch screen
technology," said Reed Killion, president and CEO of UniPixel.
"It demonstrates that our manufacturing capacity ramp-up schedule
is on track.  The equipment for two new UniBoss printing lines are
on the way to our new Kodak Rochester facility so that we may
begin their installation in the second quarter.  We also
anticipate the equipment for two plating lines to arrive at our
Lufkin facility in June, and then equipment for four additional
plating lines to arrive at the Kodak Rochester facility by July."

UniPixel recently reported shipping initial batches of sensors to
its PC maker licensee from its Texas manufacturing facilities.
The company expects to meet its stated capacity targets by
expanding the Kodak Rochester site, adding additional printing and
plating lines, and increasing the throughput of printing and
plating lines through continuous process improvement.

"As with any consumer electronics product ramp, it begins with
building the qualification units, which then receive rigorous
testing, such as accelerated life and environmental testing, FCC
certification, and operating system compatibility testing," said
Reed.  "These evaluations will begin once production level end-
products are built out by the ODM.  While we had expected their
build-out to be completed in the second quarter, our PC partner
recently reported delays with associated operating system
software.  Given our understanding of their updated timeline, our
expectations for products utilizing UniBoss touch sensors to be on
the shelves has been shifted from the third quarter into the
fourth quarter of this year.  The relationship with our PC
manufacturer is exceptional and we continue to work closely with
them and their supply chain to ensure a smooth introduction and
transition of UniBoss touch sensors into the PC licensee's
platforms."

UniPixel continues to build on the strategic value of its IP as it
relates to the UniBoss roll-to-roll additive process and the touch
sensor market.  "Our IP landscape process is used to ensure the
value our new patents," said Reed.  "We conduct extensive research
on existing patents and applications, and have yet to see or hear
of any patents that would hinder the production-level rollout of
our UniBoss touch sensor product."

Over the last several months UniPixel has met its milestones and
deliverables, and has been on a solid path toward growth and
profitability in 2013.  "Our focus for the remainder of the year
will be on building out equipment capacity and ramping UniBoss
production, while working closely with our global licensees and
manufacturing partners on new designs and production
opportunities," continued Reed.  "We also plan to attend a number
of industry events over the next few weeks to showcase our UniBoss
technology."

UniPixel has been invited to attend The Society of Information
Display's 9th Annual Display Investor Conference being held
tomorrow, May 21, at the Vancouver Convention Center.  UniPixel's
vice president of global sales, Robert Berg, is scheduled to
present a keynote presentation titled "Advanced Technologies and
Materials Impacting the Display Ecosystem."  He will be joined by
Jim Tassone, UniPixel's vice president of business development,
and Mark McCloud, the company's senior director of global account
management.

UniPixel has also been invited to attend the 10th Annual Craig-
Hallum Conference in Minneapolis, Minnesota on May 29, and on the
next day will present at the Cowen Group's 41st Annual Technology,
Media & Telecom Conference in New York City.  The company will
then attend Computex Taipei in Taiwan on June 4-8, where it will
showcase product samples and prototypes.

                      About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $19.40 million in total
assets, $693,193 in total liabilities and $18.71 million in total
shareholders' equity.

"As of December 31, 2012, we had a cash balance of approximately
$13.0 million and working capital of $12.8 million.  We project
that current cash reserves will sustain our operations through at
least December 31, 2013, and we are not aware of any trends or
potential events that are likely to adversely impact our short
term liquidity through this term.  We expect to fund our
operations with our net product revenues from our commercial
products, cash and cash equivalents supplemented by proceeds from
equity or debt financings, and loans or collaborative agreements
with corporate partners, each to the extent necessary," according
to the Company's annual report for the year ended Dec. 31, 2012.


UNITEK GLOBAL: Red Oak Partners Held 5% Equity Stake at May 16
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Red Oak Partners, LLC, and its affiliates disclosed
that, as of May 16, 2013, they beneficially owned 945,000 shares
of common stock of UniTek Global Services, Inc., representing
5.05% of the shares outstanding.  A copy of the regulatory filing
is available for free at http://is.gd/W6jTXj

                       About UniTek Global

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

As reported by the TCR on April 23, 2013, Moody's Investors
Service lowered all of Unitek Global Services, Inc.'s credit
ratings by two notches including its Corporate Family Rating to
Caa1 from B2.  These actions follow the company's announcement
that as a result of revenue recognition issues at its Pinnacle
Wireless division, Unitek's previously issued consolidated
financial statements dating back to the interim period ended
Oct. 1, 2011, should no longer be relied upon, including with
regards to the effectiveness of internal control over financial
reporting.

In the April 19, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc., to 'CCC' from 'B+'.  "The
rating actions follow UniTek's report that certain employees
in its Pinnacle Wireless subsidiary engaged in fraud that resulted
in improper revenue recognition," said Standard & Poor's credit
analyst Michael Weinstein.


UNIVALA CORP: Incurs $428,000 Net Loss in First Quarter
-------------------------------------------------------
Unilava Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $428,281 on $763,896 of revenue for the three months ended
March 31, 2013, as compared with a net loss of $476,191 on
$820,887 of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $2.63
million in total assets, $8.62 million in total liabilities and a
$5.98 million total stockholders' deficit.

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

                        http://is.gd/laaYA0

                     About Unilava Corporation

Unilava Corporation (OTC BB: UNLA) -- http://www.unilava.com/--
is a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava and its
subsidiary brands provide a variety of communications services,
products, and equipment that address the needs of corporations,
small businesses and consumers.  The Company is licensed to
provide long distance services in 41 states throughout the U.S.
and local phone services across 11 states.  Through its carrier-
grade microwave wireless broadband infrastructure and broadband
Internet access partners, the Company also offers mobile and high-
definition IP-hosted voice services to residential customers and
corporate clients.  Additionally, Unilava delivers a comprehensive
and integrated suite of fee-based online and mobile advertising
and web services to a broad array of business enterprises.
Headquartered in San Francisco, the Company has regional offices
in Chicago, Seoul, Hong Kong, and Beijing.

Unilava reported a net loss of $1.58 million in 2012, as compared
with a net loss of $2.98 million in 2011.

Shelley International CPA, in Mesa, AZ, 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 losses from operations, which raises
substantial doubt about its ability to continue as a going
concern.


UNIVERSAL BIOENERGY: Incurs $749,000 Net Loss in 1st Quarter
------------------------------------------------------------
Universal Bioenergy, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $749,066 on $12.40 million of revenues for the three
months ended March 31, 2013, as compared with a net loss of
$696,582 on $13 million of revenues for the same period a year
ago.

The Company's balance sheet at March 31, 2013, showed $7.05
million in total assets, $8.68 million in total liabilities and a
$1.62 million total stockholders' deficit.

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

                        http://is.gd/mQSMcl

                     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.

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 SOLAR: Incurs $821,000 Net Loss in First Quarter
----------------------------------------------------------
Universal Solar Technology, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $821,342 on $0 of sales for the three
months ended March 31, 2013, as compared with a net loss of
$438,990 on $375,035 of sales for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed $5.55
million in total assets, $15.57 million in total liabilities and a
$10.02 million total stockholders' deficiency.

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

                        http://is.gd/WOLbZ0

                       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.

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.


VELATEL GLOBAL: Incurs $45.6 Million Net Loss in 2012
-----------------------------------------------------
Velatel Global Communications, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $45.60 million on $1.87 million of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $21.79 million on $0 of revenue for the year ended
Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $7.36 million
in total assets, $43.93 million in total liabilities and a $36.56
million total deficiency.

Kabani & Company, Inc., 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 viability is dependent upon its
ability to obtain future financing and the success of its future
operations.  The Company has incurred a net loss of $45,601,292
for the year ended Dec. 31, 2012, cumulative losses of
$298,347,524 since inception, a negative working capital of
$34,972,850 and a stockholders' deficiency of $36,566,868.  These
factors raise substantial doubt as to the Company's ability to
continue as a going concern.

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

                       http://is.gd/4buLwW

                       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.  See http://www.velatel.com/


VERTICAL COMPUTER: Incurs $297,000 Net Loss in First Quarter
------------------------------------------------------------
Vertical Computer Systems, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $297,240 on $1.34 million of total
revenues for the three months ended March 31, 2013, as compared
with a net loss of $209,333 on $1.38 million of total revenues for
the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $1.47
million in total assets, $14.68 million in total liabilities,
$9.90 million in convertible cumulative preferred stock and a
$23.11 million total stockholders' deficit.

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

                       http://is.gd/NMiDdX

                     About Vertical Computer

Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, MaloneBailey, LLP, in
Houston, Texas, noted that the Company suffered net losses and has
a working capital deficiency, which raises substantial doubt about
its ability to continue as a going concern.

Vertical Computer disclosed a net loss of $1.31 million on $5.47
million of total revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $167,588 on $6.27 million of total
revenues for the year ended Dec. 31, 2011.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing net losses and a working capital
deficiency, which raises substantial doubt about the Company's
ability to continue as a going concern.


VICTORY ENERGY: Requires Add'l Time to File Q1 Form 10-Q
--------------------------------------------------------
Victory Energy Corporation filed a Form 12b-25 with the Securities
and Exchange Commission disclosing that it was unable to timely
file with the SEC its quarterly report on Form 10-Q for the
quarter ended March 31, 2013, and that it anticipated it would be
able to file its Form 10-Q within the prescribed five-day period
under Rule 12b-25.

The Company has been working with great diligence to complete the
filing but will require additional time due to the requirements to
restate financial statements associated with the proper
presentation of the non-controlling interest in Aurora Energy
Partners.  The Company is working diligently on this matter and
intends to file its Form 10-Q and its Annual Report on Form 10-K
as soon as practicable.

                        About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, WilsonMorgan LLP, in Irvine, California,
expressed substantial doubt about Victory Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has experienced recurring losses since inception and
has an accumulated deficit.

The Company reported a net loss of $3.95 million on $305,180 of
revenues for 2011, compared with a net loss of $432,713 on
$385,889 of revenues for 2010.  The Company's balance sheet at
Sept. 30, 2012, showed $1.69 million in total assets, $259,886 in
total liabilities and $1.43 million in total stockholders' equity.


VIGGLE INC: Presented at Stifel Nicolaus 2013 Conference
--------------------------------------------------------
Gregory Consiglio, the Company's president and chief operating
officer, took part in a panel at the Stifel Nicolaus 2013
Internet, Media, & Communications Conference on May 20, 2013.  The
Conference was held at the Pierre Hotel, New York, NY.  A copy of
the Presentation is available for free at http://is.gd/j5iDN8

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $74.97 million on $9.32 million of revenues, as
compared with a net loss of $77.11 million on $556,000 of revenues
for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $17.88
million in total assets, $47.04 million in total liabilities and a
$29.16 million total stockholders' deficit.


VILLAGE SQUARE: Wants Involuntary Chapter 11 Case Dismissed
-----------------------------------------------------------
Village Square I, LLC, asks the U.S. Bankruptcy Court for the
Western District of Tennessee to enforce settlement and dismiss
its Chapter 11 case.

The Debtor and the petitioning creditors has agreed that the
bankruptcy case would be dismissed and that the order of dismissal
would provide for each side to bear its own costs and that no
damages under the Bankruptcy Code would be sought against the
petitioning creditors for filing the involuntary petition.

As reported in the Troubled Company Reporter on March 26, 2013,
Cambridge TN LLC, Brooklyn-based Platinum Management Services,
LLC, and Far Rockaway -- creditors who signed the involuntary
Chapter 11 petition for Village Square I LLC -- ask the Court to
dismiss the involuntary petition without prejudice.

In documents filed late last month, the petitioners say that after
discovery and negotiations between the parties, they have agreed
to the voluntary dismissal of the Chapter 11 case.  A hearing is
slated March 26.

In December, the petitioners sought conversion of the involuntary
Chapter 11 case to a Chapter 7 case, noting that the primary asset
of the Debtor has been sold.

                      About Village Square

Three creditors filed involuntary Chapter 11 bankruptcy petitions
against Seattle-based Village Square I LLC and Village Square II
LLC (Bankr. W.D. Tenn. Case Nos. 12-25236 and 12-25238) in Memphis
on May 21, 2012.

The creditors are Cambridge TN LLC, which assert a $1,002,703
claim on account of a prepetition loan; Brooklyn-based Platinum
Management Services, LLC, which assert a $38,343 claim on account
of prepetition services; and Far Rockaway, N.Y.-based Avi Kaufman,
who asserts a $62,000 claim on account of a loan.  Judge Paulette
J. Delk presides over the case. Toni Campbell Parker, Esq., in
Memphis, serves as the petitioning creditors' lawyer.


VISCOUNT SYSTEMS: Issues 520,000 Shares to Empire Relations
-----------------------------------------------------------
Viscount Systems, Inc., issued 520,000 common shares to Empire
Relations Holdings LLC in consideration for consulting services

                       About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.

The Company reported a net loss of C$2.9 million in 2011, compared
with a net loss of C$1.3 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed C$1.08
million in total assets, C$3.44 million in total liabilities and a
C$2.35 million total stockholders' deficit.

"The Company's bank credit facility was suspended on December 30,
2011 due to the bank's assessment of the Company's financial
position.  Management has determined that the Company will need to
raise a minimum of $500,000 by way of new debt or equity financing
to continue normal operations for the next twelve months.
Management has been actively seeking new investors and developing
customer relationships, however a financing arrangement has not
yet completed.  Short-term loan financing is anticipated from
related parties, however there is no certainty that loans will be
available when required.  These factors raise substantial doubt
about the ability of the Company to continue operations as a going
concern."

Following the 2011 results, Dale Matheson Carr-Hilton Labonte LLP,
in Vancouver, Canada, expressed substantial doubt about Viscount
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has an accumulated deficit of
C$5,769,027 and has reported a loss of C$2,883,304 for the year
ended Dec. 31, 2011.


VUZIX CORP: Amends First Quarter Form 10-Q
------------------------------------------
Vuzix Corporation has amended its quarterly report on Form 10-Q
for the period ended March 31, 2013, in order to:

   (i) correct the number of shares on the front cover of the Form
       10-Q as the last two digits were transposed and
       understating the issued common shares by 11;

  (ii) correct the sub-total of long-term liabilities as of
       March 31, 2013, with the Total Liabilities sub-total
       remaining unchanged and as originally reported;

(iii) correct two amounts relating to unpaid accrued interest in
       arrears which were overstated by $3,000 in the main body
       section Item 2 so as to agree to the financial statement
       note amount of $23,862; and

  (iv) to furnish revised Exhibit 101, which contains the XBRL
       (eXtensible Business Reporting Language) Interactive Data
       File for the financial statements and notes included in
       Part I, Item 1 of the Form 10-QA that reflect the noted
       corrections (i) to (iii).

No other changes have been made to the Form 10-Q or XBRL
Interactive Data.

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

                        http://is.gd/lqRUTO

                         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.  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.

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."


WAGNER SQUARE: Ch. 11 Trustee Asks for Order Closing Case
---------------------------------------------------------
Drew M. Dillworth, Chapter 11 Trustee for Wagner Square LLC, et
al., at the end of last month filed documents asking the
Bankruptcy Court enter a final
decree and close the Debtor's fully administered case.

According to the trustee, all matters to be completed upon the
Effective Date of the confirmed Plan have been fulfilled or
completed.  There are no pending adversary proceedings or
contested matters that would affect the substantial consummation
of the bankruptcy case.

The effective date of the Debtors' First Amended Plan of
Liquidation, as amended, proposed by Chapter 11 trustee, occurred
on March 22, 2013.

                    The Chapter 11 Plan

As reported in the Troubled Company Reporter on March 22, 2013,
the Court confirmed trustee's First Amended Plan of Liquidation
for the Debtor.  All Classes of Claims or Interests are not
impaired and are deemed to have accepted the Amended Plan.

Upon the Effective Date, Chapter 11 Trustee will be discharged in
connection with his duties as Chapter 11 Trustee of this Chapter
11 case, and all assets, other than the cash in the Chapter 11
Trustee's possession, will immediately vest in the Post-
Confirmation Debtors.

Pursuant to the Plan terms, Class 1 General Unsecured Claims will
be satisfied and paid in full with interest at the legal rate
through the date of payment as soon as reasonably practicable on
or after the Effective Date.

Class 2 and Class 3 Capital Interests in the Debtors will receive
a Distribution in accordance with the terms of the Arbitration
Award and as set forth in article 4.2.2, after each of the
following conditions has been satisfied: (i) the Confirmation
Order becomes a Final Order; (ii) after payment, in full, of all
(a) Allowed Administrative Claims, (b) Allowed Professional Fee
Claims, (c) U.S. Trustee Fees, and (d) Allowed Claims in Class
1; and (iii) after all litigation is concluded (including any and
all disputes between the Chapter 11 Trustee and the Interest
Holders, and all disputes by and between the Interest Holders of
the Debtors).

A copy of the Trustee's First Amended Plan of Liquidation is
available at http://bankrupt.com/misc/wagnersquare.doc190.pdf

                        About Wagner Square

On April 30, 2012, an involuntary Chapter 11 petition was filed
against Wagner Square, LLC.  This was followed by an involuntary
Chapter 11 petition against Wagner Square I, LLC, on June 15,
2012.

Debra Sinkle Kolsky Trust filed an involuntary petition against
Wagner Square I, LLC, (Bankr. S.D. Fla. Case No. 12-24697) on
June 15, 2012.  In the involuntary petition, the Petitioning
Creditor indicated that there was a bankruptcy case (No. 12-20659-
LMI) filed on April 30, 2012, against Wagner Square, LLC, an
affiliate of the Debtor, pending before Judge Isicoff.

Harold D. Moorefield, Jr., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, represents Drew M.
Dillworth, Chapter 11 Trustee, as counsel.

The Debtor's estate was primarily comprised of certain real
property that Wagner Square had acquired from the City of Miami in
2005, for purposes of developing two affordable housing
condominiums and a commercial component.  The development plan,
certain land restrictions and funding for the development were
among the terms agreed upon by the City of Miami and Wagner
Square.  Wagner Square subsequently transferred two of the parcels
of real property to Wagner Square I and a third, non-debtor
entity, Wagner Square III, LLC, with the result that each of those
three entities held title to one of the parcels.


WATERSTONE AT PANAMA: Files Schedules of Assets & Liabilities
-------------------------------------------------------------
Waterstone at Panama City Apartments LLC filed with the U.S.
Bankruptcy Court for the District of Nebraska its schedules of
assets and liabilities, disclosing:

   Name of Schedule              Assets             Liabilities
   ----------------              ------             -----------
A. Real Property            $25,593,354
B. Personal Property           $565,710
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                   $25,991,459
E. Creditors Holding
   Unsecured Priority
   Claims                                               $65,777
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $65,753
                         --------------          --------------
TOTAL                       $26,159,064             $26,120,989


WENNER MEDIA: S&P Revises Outlook to Stable & Affirms 'B' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
New York City-based Wenner Media LLC to stable from negative, and
affirmed its 'B' corporate credit rating.

At the same time, S&P revised its recovery rating on Wenner
Media's senior secured term loan and revolving credit facility to
'2', indicating S&P's expectation for substantial (70%-90%)
recovery in the event of a payment default, from '3' (50%-70%
recovery expectation).  S&P subsequently raised its issue-level
rating on this debt to 'B+' from 'B', in accordance with S&P's
notching criteria.  The recovery rating revision reflects S&P's
expectation of slightly better recovery prospects, given its
estimate of lower secured debt outstanding under its simulated
default scenario.

Total debt was $181 million at March 31, 2013.

The outlook revision reflects S&P's expectation that the company
will continue to improve profitability and reduce debt leverage in
2013, offsetting, in S&P's view, ongoing weakness in business
fundamentals.

"The corporate credit rating on Wenner Media reflects our
expectation that leverage will remain high, given the structural
pressures of declining newsstand and print advertising revenues
facing the magazine publishing business.  We see the risk that
cost reductions may not fully offset the company's weak revenue
trends. Earnings concentration in one publication also is a key
risk.  As a result, we view the company's business risk profile as
"vulnerable" based on our criteria.  We view the company's
financial risk profile as "aggressive" based on its high debt
leverage, resulting from its 2006 debt-financed acquisition of the
remaining 50% stake in "US Weekly" that it did not own, and the
prior executive compensation and dividend payout permitted under
the previous credit agreement.  The new credit agreement, which
was put in place in February 2013, significantly lowers executive
compensation and distributions unless pro forma leverage is
somewhat reduced.  We assess management and governance as "fair",
S&P said

Wenner depends on mature and cyclical print advertising revenues
and newsstand magazine sales, which is in secular decline.  "US
Weekly" is the largest of Wenner's three magazines, accounting for
over 80% of EBITDA.  Strong competition in the celebrity magazine
niche from other publishers, Internet content, and other
entertainment sources is another key issue.  Some of the company's
publications compete with magazines from larger, better-
capitalized publishers.  Internet-based entertainment is steadily
increasing, with content often available free of charge and low
barriers to entry.

The stable outlook reflects S&P's expectation that debt leverage
will continue to decline in 2013, fueled by debt repayment and
cost reductions.  S&P could lower the corporate credit rating to
'B-' if a drop in EBITDA results in lease-adjusted debt leverage
approaching 5x, or if S&P becomes convinced that the margin of
compliance with the leverage covenant will decline below 15%.
Although highly unlikely, S&P could raise the rating to 'B+' if
the company is able to increase cash flow diversity and
consistently demonstrate increases in revenues and EBITDA.


XTREME IRON: Caterpillar Withdraws Motion to Revoke Cash Use
------------------------------------------------------------
Creditor Caterpillar Financial Services Corporation notified the
Bankruptcy Court that it has withdrawn the motion to revoke the
second interim order granting Chapter 11 trustee for Xtreme Iron
Holdings, LLC, et al., interim access to cash collateral.

In a separate notice, Caterpillar has also withdrawn motion to
compel the trustee to turn over Caterpillar's equipment
collateral.

Caterpillar Financial holds a security interest in 71 units of
Caterpillar heavy equipment.  The security interests and rights of
Caterpillar Financial include security interests in proceeds of
the equipment, including expressly leases of the equipment.

                         About Xtreme Iron

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron Holdings estimated assets and
liabilities of $10 million to $50 million.

Xtreme Iron Holdings is the holding company for Xtreme Iron LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.  Holdings said an estimated 90% of the
business assets are located in North Texas counties.

Xtreme Iron Hickory Creek LLC filed its own petition (Bankr. E.D.
Tex. Case No. 12-41750) on June 29, listing under $1 million in
both assets and debts.

Xtreme Iron LLC commenced Chapter 11 proceedings (Bankr. N.D. Tex.
Case No. 12-34540) almost a month later, on July 11, estimating
assets and debts of $10 million to $50 million.

Judge Harlin DeWayne Hale oversees the Chapter 11 cases of
Holdings and Iron LLC.  Gregory Wayne Mitchell, Esq., at The
Mitchell Law Firm, L.P., serves as bankruptcy counsel to all three
Debtors.

On Sept. 14, 2012, Areya Holder was appointed Chapter 11 Trustee
of the estates of Xtreme Iron Holdings, LLC, and Xtreme Iron, LLC.
Gardere Wynne Sewell LLP serves as counsel for Areya Holder.

Beta Capital LLC, a creditor, has asked the Bankruptcy Court in
Dallas to transfer the venue of Holdings' Chapter 11 case to the
Bankruptcy Court for the Eastern District of Texas, saying the
company's domicile, residence, principal place of business, and
the location of its principal assets are all in the Eastern
District; and venue is not proper in the Northern District of
Texas.


YOSHIS SAN FRANCISCO: June 19 Hearing on Case Dismissal
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
continued until June 19, 2013, at 2 p.m., the hearing to consider
creditor Fillmore Development Commercial, LLC's motion to dismiss
the involuntary Chapter 11 case of Yoshi's San Francisco.

As reported in the Troubled Company Reporter on Feb. 22, 2013,
Landlord Fillmore filed the motion to dismiss the case.
On Oct. 29, 2012, FDC filed a lawsuit in state court seeking
appointment of a receiver to take over control of YSF.  YSF has
been unable to pay its debts, including rent, to its tenant-in-
common landlord FDC due to financial constraints.

YSF recognized that a receivership would be ultimately
unproductive, because it would be highly disruptive and
potentially lead to loss of the Yoshi's name, as well as the
manager who has been the driving force behind Yoshi's for forty
years.  In addition, it could not address the fundamental problem
that Yoshi's construction left it burdened with a combination of
rent and tenant improvement loans that cannot be satisfied.

As a result of YSF's financial crisis and the costs of defending
the receivership action, Goldcon recommended that the only option
to allow the continued operation of Yoshi's and protect the
interests of all creditors was for creditors of Yoshi's to file an
involuntary bankruptcy petition against YSF.

                    About Yoshi's San Francisco

An involuntary Chapter 11 bankruptcy petition (Bankr. N.D. Calif.
Case No. 12-49432) filed on Nov. 28, 2012, against Yoshi's San
Francisco, aka Yoshi's San Francisco LLC, an upscale nightclub,
music venue, and Japanese restaurant located in Oakland.  The
alleged creditors are Yoshi's Japanese Restaurant, allegedly owed
$1.28 million; Apex Refrigeration Corp., owed $504; and East Bay
Restaurant Supply Inc., owed $2,707.

Judge Roger L. Efremsky oversees the case, taking over from Judge
M. Elaine Hammond.

YSF opened its doors in December 2007. The project was part of a
partnership involving the City and County of San Francisco and a
real estate developer, Fillmore Development Commercial, LLC.  YSF
is a California limited liability company with two members, both
of which are corporate entities.  The majority member is Yoshi's
Fillmore, LLC, of which Yoshi's Japanese Restaurant in Oakland is
the principal member and manager.  The minority member is Fillmore
Jazz Club, LLC, a group of investors managed by Michael Johnson,
who also manages the developer, FDC.

There is a provision in the YSF operating agreement that requires
unanimous agreement to take certain actions that have a permanent
effect on the company such as the filing of a voluntary Chapter 11
restructuring.  This predictably led to acrimony and gridlock, and
prevented YSF management from taking what it believed were the
those actions necessary in the face of the company's continued
financial situation.

On Oct. 29, 2012, FDC filed a lawsuit in state court seeking
appointment of a receiver to take over control of YSF. YSF
recognized that this would be ultimately unproductive, because
it would be highly disruptive and potentially lead to loss of the
Yoshi's name, as well as the manager who has been the driving
force behind Yoshi's for 40 years.

YSF determined that the only option to allow the continued
operation of Yoshi's and protect the interests of all creditors
was for creditors of Yoshi's to file an involuntary bankruptcy
petition against YSF.

FDC is seeking dismissal of the case.  In the alternative, FDC
wants a chapter 11 trustee to take over.  Hearing on the motion
has been continued to Feb. 27, 2013.  FDC is represented by Sara
L. Chenetz, Esq., at Blank Rome LLP.


YRC WORLDWIDE: Jeffrey Altman Held 5% Equity Stake at May 17
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Jeffrey Altman and his affiliates disclosed
that, as of May 17, 2013, they beneficially owned 411,340 shares
of Common Stock issuable upon conversion of $7,626,361 in
aggregate principal amount of Series B Notes and 88,381 shares of
Common Stock issuable either as Make-Whole shares or upon
conversion of the PIK Notes of YRC Worldwide Inc. representing
5.05 percent of the shares outstanding.

As of Dec. 31, 2012, the reporting persons beneficially own (a)
123,741 shares of Common Stock, (b) 818,406 shares of Common Stock
issuable upon conversion of $15,173,478 in aggregate principal
amount of Series B Notes, and (c) 225,558 shares of Common Stock
issuable either as Make-Whole shares or upon conversion of the PIK
Notes, of YRC Worldwide Inc. representing 12.19 percent of the
shares outstanding.

A copy of the amended filing is available at:

                        http://is.gd/qJc3YX

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  The Company's balance
sheet at March 31, 2013, showed $2.20 billion in total assets,
$2.84 billion in total liabilities and a $642.6 million total
shareholders' deficit.

                           *     *     *

As reported in the Aug. 2, 2011 edition of the TCR, Moody's
Investors Service revised YRC Worldwide Inc.'s Probability of
Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in
recognition of the agreed debt restructuring which will result in
losses for certain existing debt holders.  In a related action
Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca
to reflect modest but critical improvements in the company's
credit profile that should result from its recently-completed
financial restructuring.  The positioning of YRCW's PDR at Caa2\LD
reflects the completion of an offer to exchange a substantial
majority of the company's outstanding credit facility debt for new
senior secured credit facilities, convertible unsecured notes, and
preferred equity, which was completed on July 22, 2011.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


ZALE CORP: Posts $5 Million Net Earnings in Third Quarter
---------------------------------------------------------
Zale Corporation reported net earnings of $5.05 million on $442.70
million of revenues for the three months ended April 30, 2013, as
compared with a net loss of $4.52 million on $445.17 million of
revenues for the same period during the prior year.

For the nine months ended April 30, 2013, the Company reported net
earnings of $17.99 million on $1.47 billion of revenues, as
compared with a net loss of $7.56 million on $1.45 billion of
revenues for the same period a year ago.

The Company's balance sheet at April 30, 2013, showed $1.24
billion in total assets, $1.04 billion in total liabilities and
$197.91 million in stockholders' investment.

"We delivered strong results in March and April after a slow start
to the quarter in February, which resulted in our tenth
consecutive quarter of positive comps," commented Theo Killion,
chief executive officer.  "These results reflect the recent
investments we have made to improve the effectiveness of our
guest-facing teams and the appeal of our product offerings."

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

                         http://is.gd/zlRDio

                   Terry Burman Appointed Chairman

Terry Burman, a prominent jewelry industry veteran with over 30
years of experience, has been appointed as a director and as
chairman of the board, effective May 31, 2013.  John B. Lowe, Jr.,
who has served as chairman for the past five years, will remain on
the board.

"On behalf of the board of directors and the Zale management team,
I am pleased to welcome Terry Burman to our board in the important
leadership role of chairman," said Theo Killion, chief executive
officer of Zale Corporation.  "Terry's track record and industry
knowledge make him uniquely qualified to contribute to Zale as we
execute our plans for long term growth and shareholder value.  I'd
also like to thank Jack Lowe for his stewardship as chairman as we
stabilized the business and created the path to profitability."

Mr. Burman was the chief executive officer of Signet Jewelers
Limited from 2000 to January 2011.  Mr. Burman joined Signet in
1995 as the chairman and chief executive officer of Sterling
Jewelers, Inc., a U.S. division of Signet.  Before joining Signet,
Mr. Burman held executive positions, including president and chief
executive officer, with Barry's Jewelers, Inc., which now does
business as Samuels Jewelers.  Mr. Burman serves on the boards of
Yankee Candle Company, Inc. and Tuesday Morning Corporation.  He
also serves on St. Jude Children's Research Hospital Board of
Governors.  Mr. Burman has received numerous jewelry industry
awards, including the American Gem Society Lifetime Achievement
Award in 2010 and is the former chairman of Jewelers of America.

Commenting on his appointment, Terry Burman said, "I am delighted
to assume the role of chairman of the board at Zale at such an
important point in their turnaround program.  I am looking forward
to working with Zale's management and board to refine the
company's strategy and priorities to drive profitable growth and
create shareholder value."

Mr. Burman will be compensated for his service as follows:

   * The same compensation received by the other directors (other
     than the Chairman) of an annual retainer of $75,000 and an
     annual $80,000 equity award in the form of restricted stock
     units, prorated based upon full months for the period between
     May 31, 2013, and Dec. 5, 2013;

   * A $200,000 annual fee for service as Chairman, prorated based
     upon full months for the period between May 31, 2013, and
     Dec. 5, 2013, one-half paid in cash and one-half paid in
     restricted stock units, in accordance with the Company's
     customary procedures for the payment of director
     compensation, that vest on the earlier of the date of the
     next annual meeting or one year from issuance provided that
     on that date Mr. Burman continues to serve as a director of
     the Company; and

   * A one-time award of 100,000 restricted shares for service as
     chairman that vest one-half on May 31, 2014, and one-half on
     May 31, 2015, provided that on such respective dates Mr.
     Burman continues to serve as a director of the Company.

                         About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp. incurred a net loss of $27.31 million for the year
ended July 31, 2012, a net loss of $112.30 million for the year
ended July 31, 2011, and a net loss of $93.67 million for the year
ended July 31, 2010.


* Fitch Says U.S. Recovery Expected to Continue at a Slow Pace
--------------------------------------------------------------
U.S. state fiscal year 2014 budgets anticipate continued economic
and revenue recovery despite uncertainty about federal government
funding and healthcare reform, according to a new Fitch Ratings
report.

'State tax collections have grown for twelve straight quarters
based on Census Bureau data through December 2012, with Fitch
observing continued growth since then. Although the pace of growth
has slowed since 2011, fiscal 2013 results so far are generally in
line with, or exceeding, budget expectations. Most state budgets
assume sustained, slow economic and revenue gains for the current
and coming fiscal years,' said Laura Porter, Managing Director.

'While budgets have, for the most part, been devoid of surprises,
a key uncertainty for state budget-makers is action at the federal
government level.'

On the revenue side, taxpayer activity to accelerate income into
calendar 2012 to avoid federal tax increases has resulted in very
strong current-year income tax results in some states that make
forecasting more challenging and raise the risk of
underperformance in the coming year.

Conversely, the end of the federal payroll tax holiday is
reportedly one factor in sluggish sales tax growth experienced by
many states over the past several months.

On the spending side, sequestration is having a limited effect on
economic performance and the finances of states, which in most
cases are choosing not to replace funding for federal programs.

However, Fitch believes that states remain significantly exposed
to the possibility of future federal funding cuts. Cuts would be
most challenging if they affected Medicaid, which accounts for the
majority of federal aid to the states and so far has been
protected from automatic cuts.

More immediate uncertainty is presented by federal healthcare
reform, the major provisions of which will take effect in fiscal
2014. This affects all states, regardless of whether they are
choosing to expand Medicaid.

For more information, a special report titled 'US Public Finance
Credit View - States' is available on the Fitch Ratings web site
at www.fitchratings.com.


* Fitch: Bank Depositor Preference Still Key Subordination Risk
---------------------------------------------------------------
Depositor preference has far greater influence on subordination
risk for senior unsecured bank creditors than balance-sheet
encumbrance, Fitch Ratings says. Regulatory reforms may also raise
encumbrance by increasing secured funding and collateral posting,
but to a lesser extent.

"The Bank for International Settlements on Monday said that
preference for retail deposits over bondholders in case of
bankruptcy can raise the median asset encumbrance ratio for
European banks by about 3x. This is consistent with our findings
last year that deposits raise the median encumbrance of funded
banking assets to around 72% compared to 28% when only secured
funding is included. This shows how the relative size of a bank's
deposit base compared to other funding sources could limit
recoveries for senior unsecured bondholders," Fitch says.

"If all depositors are ranked ahead of senior unsecured creditors
as proposed by the European parliamentary committee of Economic
and Monetary Affairs last week, subordination risks may increase
substantially for senior creditors.

"However, we believe that policymakers' views around preference
for the widest deposit category are likely to vary, especially
given that the definition of "deposit" can include instruments
that resemble capital markets investments. Examples include
deposits from institutional or private non-domestic investors and
the German Schuldschein product."

Deposit preference may be applied to only some deposits, but is
likely to include at least insured deposits, as already proposed
for UK banks. A narrower application would have a less marked
impact on the encumbrance ratio.

The assets available in a recovery for senior unsecured
bondholders could also reduce if banks use more long-term secured
funding to meet the Basel III net stable funding ratio. Collateral
for OTC derivatives (not captured under the ratios above) is also
increasing in line with regulatory reforms and market pressure,
which is adding to the momentum for banks to increase balance-
sheet encumbrance.

However, these factors are unlikely to have as great an impact on
subordination risks compared to depositor preference. In any case,
they are being at least partly offset by a receding eurozone
sovereign crisis, collateral optimisation and enhanced capital
buffers and liquidity. Weaker European banks that are able to
restructure and improve their financial profile will see balance-
sheet encumbrance decline if their need for central bank funding
reduces.

Current disclosure around encumbrance by banks is poor. Given the
importance of the topic for creditors, it would be helpful for
banks to implement the recommendations on funding made by the
Enhanced Disclosure Task Force in its October 2012 report,
particularly the illustrative example on encumbrance in that
report. Very few banks have done this so far.


* Moody's Raises Forecast on US Retail Income Growth to 4%-5%
-------------------------------------------------------------
Moody's Investors Service is upgrading its forecast for US retail
operating income growth to 4% to 5% for 2013, higher than its
earlier forecast of 3% to 4%. The outlook for the US retailers
remains stable, Moody's says in the report "Industry Outlook
Update: US Retail."

"We believe the retail industry will benefit from ongoing expense
discipline, thus driving earnings growth from leveraging expenses
off a slow revenue growth rate," says Margaret Taylor, a Moody's
Vice President and Senior Credit Officer. "In addition, the sector
should also benefit as Sears Holdings Corp. and J.C. Penney get a
better handle on their performance problems which impacted the
industry's growth in 2011 and 2012."

Moody's expects operating profit growth in the retail industry to
outperform growth in the overall economy. Moody's points to the US
government sequestration spending cuts as a constraint on the US
economy.

Growth in retail will likely be slower in the first half of 2013
and will gain momentum late in the year.

"As consumers mentally adjust to the end of the payroll tax break,
and the remaining debates surrounding fiscal policy are resolved,
the impact of pent-up demand should begin to surface," says
Taylor.

Not all sectors of the retail industry will fare equally well.

Moody's expects on-line sales growth to continue to outpace brick-
and-mortar sales growth. Dollar stores, drug stores, discounters,
and warehouse clubs remain the most favorably positioned sectors.

Auto parts and home improvement retailers also remain positioned
to outperform other segments.

Supermarkets will reduce their rate of market share loss to
alternative food retailers, says Moody's, while high unemployment
will continue to weigh on the office supply segment.

Apparel retailers will likely experience slower growth as they
will no longer benefit from the volatility in cotton prices,
according to the rating agency.


* Solar Industry Set to Rebound After Two Years of Turmoil
----------------------------------------------------------
Overcapacity and poor margins have bankrupted a multitude of solar
suppliers and forced corporate investors out of the market over
the past two years.  However, according to Lux Research, the
industry is set to recover quickly thanks to converging supply and
demand.  Smart corporate investors have recognized the coming
resurgence and formed partnerships in strategic areas like system
deployment or balance of systems technologies.  Further, companies
are seeking differentiated technologies to position for growth
that will define winners and losers years down the line.

The industry's turnaround comes as a result of multiple factors
reversing its downward momentum.  Lux Research's Solar Systems
Intelligence and Solar Components Intelligence teams analyzed
solar market economics and industry movement, and found the
following:

-- Margins recover as oversupply plummets in 2015.  Thanks to the
bankruptcies of uncompetitive players, and underlying financial
constraints preventing capacity expansion, overall module capacity
will decrease to 58 GW in 2015.  Meanwhile, the growth of new
markets like China will lead to global demand growth from 31 GW in
2012 to 52 GW in 2015.  In combination these will lead to module
oversupply of only 12%, down from 100% in 2012.  As a result,
module margins will recover up to 10% from their near-zero
averages today.

-- Corporate thought leaders will race to re-enter the market.
Some early movers like BASF and Johnson Controls have already made
strategic moves to enter the market by leveraging existing
technologies or market platforms, while ABB made a billion-dollar
acquisition of a major solar inverter supplier.  Others will race
to form partnerships and make acquisitions in 2015, driving up the
cost of entry.  Those that choose to slow-play the market will
risk finding themselves on the outside looking in.

-- Stakeholders are planning years ahead.  As the surviving supply
landscape becomes increasingly clear, winners are ensuring their
positions in the market for the long-term by investing in
technologies to increase performance, lower costs, improve product
quality, and enable new features.  Areas of investment range from
high-efficiency crystalline silicon cell technologies -- note
First Solar's acquisition of Tetrasun -- to hybrid
photovoltaic/thermal cogeneration systems from the likes of IBM,
to coatings for higher-quality, longer-lasting modules -- a major
focus in light of recent allegations of defective products.

The market has changed drastically over a short span of time.
Large, dominant manufacturers have risen in concert with many
spectacular failures thanks to steep cost reductions.  Meanwhile,
corresponding incentive reductions have forced developers to
quickly adapt business models and find new markets.  These growing
pains have scared many investors away but the positive outlook on
market and industry player health is sure to bring many back into
the fold.

The industry's rough maturation has cast it in a poor light, but
solar's growing presence in the future energy mix is undeniable,
as also exemplified in the energy outlooks from several prominent
oil companies.  It remains to be seen is which corporate leaders
will find mutually beneficial partnerships and investments early
and reap the rewards of growth for a low price, and which laggards
will miss out on the opportunity.

                        About Lux Research

Lux Research -- http://www.luxresearchinc.com-- provides
strategic advice and ongoing intelligence for emerging
technologies.


* U.S. Foreclosure Sales Down 22% in Q1, RealtyTrac Reports
-----------------------------------------------------------
RealtyTrac(R) on May 30 released its Q1 2013 U.S. Foreclosure &
Short Sales Report(TM), which shows a total of 190,121 U.S.
properties in some stage of foreclosure or bank-owned (REO) were
sold during the quarter, a decrease of 18 percent from the
previous quarter and down 22 percent from the first quarter of
2012.

These foreclosure-related sales accounted for 21 percent of all
U.S. residential sales during the first quarter, down from 25
percent of all sales in the first quarter of 2012 and down from a
peak of 45 percent of all sales in the first quarter of 2009.

Properties not in foreclosure that sold as short sales in the
first quarter accounted for an estimated 15 percent of all
residential sales -- bringing the total share of distressed sales
during the quarter to 36 percent.  Non-foreclosure short sales
also trended lower in the first quarter, down 10 percent from the
previous quarter and down 35 percent from the first quarter of
2012.

"We expected foreclosure-related sales to be lower given the
downward trend in new foreclosure activity nationwide over the
past two and a half years, but the decrease in non-foreclosure
short sales was a bit of a surprise given the 11 million
homeowners nationwide still underwater," said Daren Blomquist,
vice president at RealtyTrac.  "Rising home prices in many markets
are stunting the continued growth of short sales by reducing
incentive for both underwater homeowners and lenders.  Underwater
homeowners may be willing to stick it out a few more months or
even years in the hope that they will be able to walk away with
money at the closing table and without a hit to their credit
rating, and for lenders a failed short sale may no longer
translate into bigger losses down the road given that average
prices of bank-owned homes are rising -- at a faster pace than
non-distressed home prices in many markets."

Other high-level findings from the report:

        --  States with the biggest percentage of foreclosure-
related sales were Georgia (35 percent), Illinois (32 percent),
California (30 percent), Arizona (28 percent), and Michigan (28
percent).  States where foreclosure-related sales account for less
than 10 percent of all sales include Massachusetts, New York, and
New Jersey.

        --  The average price of a foreclosure-related sale was
$167,095 in the first quarter, down 1 percent from the previous
quarter but up 3 percent from a year ago -- the fourth straight
quarter with an annual increase in the average price of
foreclosure-related sales.

        --  Markets with the biggest annual increases in the
average price of foreclosure-related sales included San Jose,
Calif., (up 30 percent), Dayton, Ohio, (up 27 percent), Phoenix
(up 26 percent), Las Vegas (up 23 percent), and Sacramento,
Calif., (up 21 percent)

        --  The average price of a property in foreclosure was 30
percent below the average price of a non-foreclosure property in
the first quarter, down from a 31 percent discount in the fourth
quarter but up from a 28 percent discount in the first quarter of
2012.

        --  Both pre-foreclosure sales and bank-owned sales
decreased from the previous quarter and a year ago. Pre-
foreclosure sales accounted for 10 percent of all residential
sales in the first quarter, and bank-owned sales accounted for 11
percent of all residential sales.

        -- States with the biggest percentages of non-foreclosure
short sales were Rhode Island (44 percent), Connecticut (42
percent), Massachusetts (40 percent), Nevada (29 percent), Florida
(26 percent), and Ohio 24 percent.

Local market perspectives from the RealtyTrac Broker Network
Following are perspectives on distressed sales trends provided by
brokers from various parts of the country who are part of the
RealtyTrac Broker Network.

"Clearly in metropolitan New York we have entered into a period of
stability in the pre-foreclosure market," said Emmett Laffey, CEO
of Laffey Fine Homes, which covers Long Island and the five
boroughs of New York City.  "In metro New York foreclosure sales
represent 8 percent of the market, which is now close to historic
foreclosure levels for any market over the last decade. It's a
good sign."

"Most of the foreclosure properties are purchased by investors at
the courthouse auctions and are paid for in cash, which is not
possible for the average buyer looking for a home to live in,"
said Rich Cosner, president of Prudential California Realty,
covering Orange, Riverside and San Bernardino counties in Southern
California.  "Even investors at the courthouse auctions are
bidding up the prices to the point that there is a greatly reduced
opportunity to flip a property in a short period of time.  Most of
the investors today are buying the property, fixing it up and
renting it out and hoping to have a great profit in three to five
years."

"It's not surprising that foreclosure-related sales are down in
Oklahoma because home prices are rising so rapidly," said Sheldon
Detrick CEO of Prudential Detrick/Alliance Realty in Oklahoma City
and Tulsa.  "In fact, short sales are disappearing from the
marketplace entirely.  Oklahoma City is the strongest market in
the state and will continue to grow in the aftermath of the
tornado that ripped through the area destroying over 10,000 homes.
Right now there is nothing available to rent from cars to houses
to furniture.  Demand is drying up any and all inventory in the
area."

"We are seeing foreclosures and foreclosure sales decrease in the
Reno area and we anticipate that the trend will continue," said
Craig King, COO of Chase International brokerage covering the
Reno, Nev., and Lake Tahoe markets.  "Typically, we would have
four or five times the amount of inventory on the market so demand
is driving home prices in the area up. REO sales are significantly
less in the Reno Sparks area than other markets in the west.  The
market here is strong and we are mimicking similar growing markets
such as Sacramento and Las Vegas."

Foreclosure sales in 20 largest metro areas Foreclosure-related
sales accounted for 38 percent of all sales in the Atlanta metro
area, the highest percentage among the nation's 20 largest
metropolitan statistical areas in terms of population.

Other metros where foreclosure-related sales accounted for at
least 25 percent of all sales were Riverside-San Bernardino in
Southern California (35 percent), Chicago (35 percent), and
Detroit (30 percent), Los Angeles (29 percent), Miami (28
percent), Tampa (27 percent), Phoenix (27 percent), San Diego (26
percent), Minneapolis (26 percent), Seattle (25 percent), and San
Francisco (25 percent).

Pre-foreclosure sales down nationally after surging in 2012, up in
13 states Third parties purchased a total of 88,750 pre-
foreclosure residential properties -- in default or scheduled for
auction -- in the first quarter of 2013, down 20 percent from the
fourth quarter of 2012 and also down 20 percent from the first
quarter of 2012.  It was the lowest quarterly number of pre-
foreclosure sales since the third quarter of 2009.  Pre-
foreclosure sales hit a record annual high in 2012, with 454,727
during the year.

Pre-foreclosure sales accounted for 10 percent of all residential
sales in the first quarter, the same as the previous quarter but
down from 11 percent of all sales in the first quarter of 2012.

Despite the national decrease, pre-foreclosure sales increased
annually in 13 states, including Washington (up 76 percent),
Illinois (up 36 percent), Maryland (up 35 percent), and
Pennsylvania (up 15 percent).

In the first quarter of 2013, pre-foreclosure properties sold for
an average price of $187,040, down 1 percent from the previous
quarter but up 5 percent from the first quarter of 2012 -- the
second consecutive quarter with an annual increase in average
price of a pre-foreclosure property.  States with double-digit
annual increases in average pre-foreclosure sales prices included
Nevada (up 23 percent), Arizona (up 20 percent), Florida (up 13
percent), California (up 12 percent), and New York (up 11
percent).

The average price of a pre-foreclosure residential property in the
first quarter was 22 percent below the average price of a non-
foreclosure residential property, down from a 23 percent discount
in the fourth quarter but up from a 20 percent discount in the
first quarter of 2012.

Pre-foreclosure homes that sold in the first quarter took an
average of 382 days to sell after starting the foreclosure
process, up from an average of 336 days in the previous quarter
and up from an average of 306 days in the first quarter of 2012.

REO sales down to lowest level in five years Third parties
purchased a total of 101,371 bank-owned properties in the first
quarter of 2013, down 16 percent from the fourth quarter of 2012
and down 23 percent from the first quarter of 2012.  The first
quarter total was the lowest quarterly number of REO sales since
the first quarter of 2008.

REO sales accounted for 11 percent of all residential sales during
the quarter, the same as in the previous quarter but down from 13
percent of all sales in the first quarter of 2012.

Despite the decrease nationwide, REO sales in the first quarter
increased annually in 11 states, including Ohio (up 48 percent),
North Carolina (up 46 percent), Illinois (35 percent), Missouri
(27 percent), and Florida (12 percent).

In the first quarter of 2013, REO properties sold for an average
price of $147,810, down 1 percent from the previous quarter but up
1 percent from a year ago -- the fourth consecutive quarter with
an annual increase.  States with the biggest annual increases in
average REO sales prices included Georgia (up 29 percent), Arizona
(up 24 percent), Nevada (up 22 percent), California (up 22
percent), and Missouri (up 17 percent).

The average price of an REO residential property in the first
quarter was 38 percent below the average price of a non-
foreclosure residential property, down from a 39 percent discount
in the previous quarter but up from a 34 percent discount in the
first quarter of 2012.

REOs that sold in the first quarter took an average of 168 days to
sell after being foreclosed, down from the 178-day average from
both the previous quarter and a year ago.

Non-foreclosure short sales Short sales (where the sales price was
below the estimated amount of all outstanding loans for a given
property) of properties not in foreclosure accounted for an
estimated 15 percent of all U.S. residential sales during the
first quarter of 2013 but total volume of non-foreclosure short
sales in the first quarter was down 10 percent from the previous
quarter and down 35 percent from the first quarter of 2012.

States with the biggest percentages of non-foreclosure short sales
included Rhode Island (44 percent), Connecticut (42 percent),
Massachusetts (40 percent), Nevada (29 percent), Florida (26
percent), and Ohio (24 percent).

Major markets with the biggest percentages of non-foreclosure
short sales included Boston (38 percent), Cleveland (33 percent),
Memphis (32 percent), Las Vegas (32 percent), and Detroit (30
percent).

The average market value of homes sold via short sale in the first
quarter was $178,392, down 4 percent from the previous quarter but
up 5 percent from the first quarter of 2012. States with the
highest average market value of first quarter short sales included
New York ($476,292), Hawaii ($438,563), Massachusetts ($313,831),
Connecticut ($276,452), and California ($247,618).

Glossary of Terms Foreclosure (FC) sale: a sale of a property that
occurs while the property is actively in some stage of foreclosure
(NOD, LIS, NTS, NFS or REO).  This includes only sales to third-
party buyers or investors.  It does not include property transfers
from the owner in default to the foreclosing bank or lender.

REO sale: a sale of a property that occurs while the property is
actively bank owned (REO).

Pre-foreclosure sale: a sale of a property that occurs while the
property is actively in default (NOD, LIS) or scheduled for
foreclosure auction (NTS, NFS).

Pct. of all sales: total number of Foreclosure Sales (or Pre-
Foreclosure Sales or REO Sales) as a percentage of all residential
sales during the quarter or year.

Avg. FC sales price: the average sales price of Foreclosure Sales
(including both Pre-Foreclosure Sales and REO Sales) during the
quarter or year, excluding sales with no sales price.

Avg. FC discount: the percentage difference between the average
sales price of foreclosure sales and the average sales price of
non-foreclosure sales during the quarter or year.

Avg. REO discount: the percentage difference between the average
sales price of REO sales and the average sales price of non-
foreclosure sales during the quarter or year.

Avg. pre-foreclosure discount: the percentage difference between
the average sales price of pre-foreclosure sales and the average
sales price of non-foreclosure sales during the quarter or year.

Click here to learn about RealtyTrac's report methodology and to
view detailed data by state.

The RealtyTrac U.S. Foreclosure Sales Report is the result of a
proprietary evaluation of information compiled by RealtyTrac; the
report and any of the information in whole or in part can only be
quoted, copied, published, re-published, distributed and/or re-
distributed or used in any manner if the user specifically
references RealtyTrac as the source for said report and/or any of
the information set forth within the report.

                     About RealtyTrac Inc.

RealtyTrac -- http://www.realtytrac.com-- is a supplier of U.S.
real estate data, with more than 1.5 million active default,
foreclosure auction and bank-owned properties, and more than 1
million active for-sale listings on its website, which also
provides essential housing information for more than 100 million
homes nationwide.  This information includes property
characteristics, tax assessor records, bankruptcy status and sales
history, along with 20 categories of key housing-related facts
provided by RealtyTrac's wholly-owned subsidiary, Homefacts(R).
RealtyTrac's foreclosure reports and other housing data are relied
on by the Federal Reserve, U.S. Treasury Department, HUD, numerous
state housing and banking departments, investment funds as well as
millions of real estate professionals and consumers, to help
evaluate housing trends and make informed decisions about real
estate.


* Foreclosure Inventory Down 24% in April, CoreLogic Report Shows
-----------------------------------------------------------------
CoreLogic(R), a residential property information, analytics and
services provider, on May 29 released its April National
Foreclosure Report which provides data on completed U.S.
foreclosures and the national foreclosure inventory.  According to
CoreLogic, there were 52,000 completed foreclosures in the U.S. in
April 2013, down from 62,000 in April 2012, a year-over-year
decrease of 16 percent.  On a month-over-month basis, completed
foreclosures remained flat at 52,000*, the same number reported
for March 2013.

As a basis of comparison, prior to the decline in the housing
market in 2007, completed foreclosures averaged 21,000 per month
nationwide between 2000 and 2006.  Completed foreclosures are an
indication of the total number of homes actually lost to
foreclosure.  Since the financial crisis began in September 2008,
there have been approximately 4.4 million completed foreclosures
across the country.

As of April 2013, approximately 1.1 million homes in the U.S. were
in some stage of foreclosure, known as the foreclosure inventory,
compared to 1.5 million in April 2012, a year-over-year decrease
of 24 percent.  Month over month, the foreclosure inventory was
down 2 percent from March 2013 to April 2013.  The foreclosure
inventory as of April 2013 represented 2.8 percent of all homes
with a mortgage compared to 3.5 percent in March 2013.

"The shadow of foreclosure and distress continues to fade, with
the annualized sum of completed foreclosures having declined for
17 straight months," said Dr. Mark Fleming, chief economist for
CoreLogic.  "Six states have year-over-year declines in the
foreclosure inventory of more than 40 percent, and in Arizona and
California the year-over-year decline is more than 50 percent."

"The shadow inventory continued to drop in April as the number of
completed foreclosures fell by 16 percent on a year-over-year
basis," said Anand Nallathambi, president and CEO of CoreLogic.
"Fewer distressed properties combined with improving home prices
and a pickup in home purchases are significant signals that the
ongoing recovery in the housing and mortgage markets continues to
gather steam."

Highlights as of April 2013:

-- The five states with the highest number of completed
foreclosures for the 12 months ending in April 2013 were: Florida
(102,000), California (79,000), Michigan (68,000), Texas (53,000)
and Georgia (47,000).  These five states account for almost half
of all completed foreclosures nationally.

-- The five states with the lowest number of completed
foreclosures for the 12 months ending in April 2013 were: South
Dakota (81), District of Columbia (100), North Dakota (461),
Hawaii (466) and West Virginia (527).

-- The five states with the highest foreclosure inventory as a
percentage of all mortgaged homes were: Florida (9.5 percent), New
Jersey (7.4 percent), New York (5.1 percent), Maine (4.4 percent)
and Nevada (4.3 percent).

-- The five states with the lowest foreclosure inventory as a
percentage of all mortgaged homes were: Wyoming (0.5 percent),
Alaska (0.6 percent), North Dakota (0.7 percent), Nebraska (0.8
percent) and Virginia (0.9 percent).

*March data was revised. Revisions are standard, and to ensure
accuracy, CoreLogic incorporates newly released data to provide
updated results.

Judicial Foreclosure States Foreclosure Ranking (Ranked by
Completed Foreclosures)

Non-Judicial Foreclosure States Foreclosure Ranking (Ranked by
Completed Foreclosures)

Foreclosure Data for the Largest Core Based Statistical Areas
(CBSAs) (Ranked by Completed Foreclosures)

Figure 1 - Number of Mortgaged Homes per Completed Foreclosure
Judicial Foreclosure States vs. Non-Judicial Foreclosure States
(three-month moving average)

Figure 2 - Foreclosure Inventory as of April 2013 Judicial
Foreclosure States vs. Non-Judicial Foreclosure States

Figure 3 - Foreclosure Inventory by State

Methodology The data in this report represents foreclosure
activity reported through April 2013.

This report separates state data into judicial vs. non-judicial
foreclosure state categories.  In judicial foreclosure states,
lenders must provide evidence to the courts of delinquency in
order to move a borrower into foreclosure.  In non-judicial
foreclosure states, lenders can issue notices of default directly
to the borrower without court intervention.  This is an important
distinction since judicial states, as a rule, have longer
foreclosure timelines, thus affecting foreclosure statistics.

A completed foreclosure occurs when a property is auctioned and
results in the purchase of the home at auction by either a third
party, such as an investor, or by the lender.  If the home is
purchased by the lender, it is moved into the lender's real estate
owned (REO) inventory.  In "foreclosure by advertisement" states,
a redemption period begins after the auction and runs for a
statutory period, e.g., six months.  During that period, the
borrower may regain the foreclosed home by paying all amounts due
as calculated under the statute.  For purposes of this Foreclosure
Report, because so few homes are actually redeemed following an
auction, it is assumed that the foreclosure process ends in
"foreclosure by advertisement" states at the completion of the
auction.

The foreclosure inventory represents the number and share of
mortgaged homes that have been placed into the process of
foreclosure by the mortgage servicer.  Mortgage servicers start
the foreclosure process when the mortgage reaches a specific level
of serious delinquency as dictated by the investor for the
mortgage loan.  Once a foreclosure is "started," and absent the
borrower paying all amounts necessary to halt the foreclosure, the
home remains in foreclosure until the completed foreclosure
results in the sale to a third party at auction or the home enters
the lender's REO inventory.  The data in this report accounts for
only first liens against a property and does not include secondary
liens. The foreclosure inventory is measured only against homes
that have an outstanding mortgage.  Homes with no mortgage liens
can never be in foreclosure and are, therefore, excluded from the
analysis.  Approximately one-third of homes nationally are owned
outright and do not have a mortgage.  CoreLogic has approximately
85 percent coverage of U.S. foreclosure data.

                         About CoreLogic

CoreLogic -- http://www.corelogic.com-- is a property
information, analytics and services provider in the United States
and Australia.  The company's combined data from public,
contributory and proprietary sources includes over 3.3 billion
records spanning more than 40 years, providing detailed coverage
of property, mortgages and other encumbrances, consumer credit,
tenancy, location, hazard risk and related performance
information.  The markets CoreLogic serves include real estate and
mortgage finance, insurance, capital markets, transportation and
government.  CoreLogic delivers value to clients through unique
data, analytics, workflow technology, advisory and managed
services.  Clients rely on CoreLogic to help identify and manage
growth opportunities, improve performance and mitigate risk.
Headquartered in Irvine, Calif., CoreLogic operates in seven
countries.


* Katherine Constantine Appointed Minnesota Bankruptcy Judge
------------------------------------------------------------
International law firm Dorsey & Whitney LLP on May 30 disclosed
that Katherine A. Constantine, a partner in the firm's Finance and
Restructuring Department, has been appointed by the United States
Court of Appeals for the Eighth Circuit as a United States
Bankruptcy Judge for the District of Minnesota.  The Honorable
William Jay Riley, Chief Judge of the United States Court of
Appeals for the Eighth Circuit, announced the appointment earlier
this week.  Ms. Constantine joins Chief Judge Gregory Kishel and
Judges Kathleen Hvaas Sanberg, Michael E. Ridgway, and Robert J.
Kressel. She will replace Judge Dennis O'Brien, who is retiring.

Ms. Constantine serves as chair of Dorsey's Bankruptcy and
Financial Restructuring Practice Group in its Minneapolis office.
Over her career, Ms. Constantine has represented many of the
different parties and interests involved in the bankruptcy process
and has practiced in bankruptcy cases in Minnesota and across the
country.  She is a frequent lecturer for continuing legal
education in the area of bankruptcy, has served on bankruptcy
court-appointed committees and is a contributing author to
Minnesota CLE desk books.  She has also received numerous "Best
Lawyer" recognitions and other awards for her legal work.

In addition to her legal practice, Ms. Constantine has served on
several boards including boards of non-profit organizations
dedicated to serving needs of people with disabilities and on the
Georgetown Law Alumni Board.  She has also been active as a
diversity mentor to new attorneys.  Ms. Constantine is a 1977
magna cum laude graduate of the Georgetown University School of
Foreign Service and a 1980 graduate of the Georgetown Law Center.

"Kathie Constantine is a preeminent bankruptcy lawyer with a
national reputation," noted Ken Cutler, Managing Partner of Dorsey
& Whitney.  "We are very proud of her achievements and of this
appointment.  She will bring great energy and an incredible wealth
of experience and insight to the bankruptcy bench."

                    About Dorsey & Whitney LLP

With 19 locations in the United States, Canada, Europe and the
Asia-Pacific region, Dorsey provides an integrated, proactive
approach to its clients' legal and business needs.  Dorsey
represents a number of the world's most successful companies from
a wide range of industries, including leaders in the financial
services, life sciences, technology, agribusiness and energy
sectors, as well as major non-profit and government entities.


* BOOK REVIEW: The Oil Business in Latin America: The Early Years
-----------------------------------------------------------------
Author:  John D. Wirth Ed.
Publisher:  Beard Books
Softcover:  282 pages
List price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://is.gd/DvFouR

This book grew out of a 1981 meeting of the American Historical
Society. It highlights the origin and evolution of the state-
owned petroleum companies in Argentina, Mexico, Brazil, and
Venezuela.

Argentina was the first country ever to nationalize its
petroleum industry, and soon it was the norm worldwide, with the
notable exception of the United States. John Wirth calls this
phenomenon "perhaps in our century the oldest and most
celebrated of confrontations between powerful private entities
and the state."

The book consists of five case studies and a conclusion, as
follows:

     * Jersey Standard and the Politics of Latin American Oil
          Production, 1911-30 (Jonathan C. Brown)

     * YPF: The Formative Years of Latin America's Pioneer State
          Oil Company, 1922-39 (Carl E. Solberg)

     * Setting the Brazilian Agenda, 1936-39 (John Wirth)

     * Pemex: The Trajectory of National Oil Policy (Esperanza
          Duran)

     * The Politics of Energy in Venezuela (Edwin Lieuwen)

     * The State Companies: A Public Policy Perspective (Alfred
          H. Saulniers)

The authors assess the conditions at the time they were writing,
and relate them back to the critical formative years for each of
the companies under review. They also examine the four
interconnecting roles of a state-run oil industry and
distinguish them from those of a private company. First, is the
entrepreneurial role of control, management, and exploitation of
a nation's oil resources. Second, is production for the private
industrial sector at attractive prices. Third, is the
integration of plans for military, financial, and development
programs into the overall industrial policy planning process.
Finally, in some countries is the promotion of social
development by subsidizing energy for consumers and by promoting
the government's ideas of social and labor policy and labor
relations.

The author's approach is "conceptual and policy oriented rather
than narrative," but they provide a fascinating look at the
politics and development of the region. Mr. Brown provides a
concise history of the early years of the Standard Oil group and
the effects of its 1911 dissolution on its Latin American
operations, as well as power struggles with competitors and
governments that eventually nationalized most of its activities.
Mr. Solberg covers the many years of internal conflict over oil
policy in Argentina and YPF's lack of monopoly control over all
sectors of the oil industry. Mr. Wirth describes the politics
and individuals behind the privatization of Brazil's oil
industry leading to the creation of Petrobras in 1953. Mr. Duran
notes the wrangling between provinces and central government in
the evolution of Pemex, and in other Latin American countries.
Mr. Lieuwin discusses the mixed blessing that oil has proven for
Venezuela., creating a lopsided economy dependent on the ups and
downs of international markets. Mr. Saunders concludes that many
of the then-current problems of the state oil companies were
rooted in their early and checkered histories." Indeed, he says,
"the problems of the past have endured not because the public
petroleum companies behaved like the public enterprises they
are; they have endured because governments, as public owners,
have abdicated their responsibilities to the companies."

Jonh D. Wirth is Gildred Professor of Latin American Studies at
Standford University.


                            *********

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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