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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 10, 2013, Vol. 17, No. 98

                            Headlines

261 EAST: May 15 Hearing on Adequacy of Plan Disclosures
3PEA INTERNATIONAL: Reports $1.8 Million Net Income in 2012
3265 MATILDA: Voluntary Chapter 11 Case Summary
AFFINIA GROUP: S&P Rates Proposed $250MM Sr. Unsecured Notes 'B-'
AFFIRMATIVE INSURANCE: Incurs $51.9 Million Net Loss in 2012

AGY HOLDING: Incurs $44.9 Million Net Loss in 2012
AIR CANADA: Moody's Revises Outlook to Positive & Keeps 'Caa1' CFR
AMARU INC: Delays Form 10-K for 2012
AMBAC FINANCIAL: Agrees to Terms of IRS Settlement
AMBAC FINANCIAL: Creditors Will Stay Out Of Board Member Fight

AMBAC FINANCIAL: Sets Claims Reserve for Water Works Board
AMBAC FINANCIAL: Dewey's $21.8-Mil. Fees Approved
AMBAC FINANCIAL: Says Cities Lack Evidence on Antitrust Charges
AMBAC FINANCIAL: Expects to Recover $40MM in NCFE Notes
AMERICAN AIRLINES: Consolidated Traffic Up 1% in March 2013

AMERICAN AIRLINES: US Air Says Dispute Belongs in Arbitration
AMERICAN APPAREL: Dov Charney Discloses 42.6% Equity Stake
AMERICAN GREETINGS: S&P Lowers Corp. Credit Rating to 'B+'
AMERICAN NATURAL: Incurs $3.3 Million Net Loss in 2012
AMERICAN PETRO-HUNTER: Delays Form 10-K for 2012

AMF BOWLING: Modifies Plan to Offer 1% for Unsecured Claims
AMPAL-AMERICAN: Bankruptcy Judge Appoints Chapter 11 Trustee
ASSURED PHARMACY: Incurs $4 Million Net Loss in 2012
ATHLON HOLDINGS: Moody's Assigns 'Caa1' Rating to $400MM Sr. Notes
ATLANTIC COAST: Incurs $6.6 Million Net Loss in 2012

ATP OIL: Bankruptcy Judge Rips Co. Over Late $3M Royalty Payments
AXION INTERNATIONAL: Incurs $5.4 Million Net Loss in 2012
BALDWIN INTERNATIONAL: Case Summary & Creditors List
BANAH INTERNATIONAL: No Decision Yet on Terreno Lease
BANK OF THE CAROLINAS: Incurs $5.5 Million Net Loss in 2012

BBX CAPITAL: Reports $235.7 Million Net Income in 2012
BERNARD L MADOFF: Europe Losers Tell 2nd Circ. Cases Belong in US
BEST UNION: Hires Cushman as Brokers for West Covina Property
BEST UNION: Taps Cara Hagan, Hagan Firm as Tenancy Matters Counsel
BIOFUEL ENERGY: Incurs $46.3 Million Net Loss in 2012

BIOZONE PHARMACEUTICALS: Incurs $7.9 Million Net Loss in 2012
BIRDSALL SERVICES: Being Taken Over by Chapter 11 Trustee
BITI LLC: Court Sets May 6 Plan Confirmation Hearing
BLUEGREEN CORP: Reports $50.8 Million Net Income in 2012
BROADWAY FINANCIAL: Reports $588,000 Net Income in 2012

CAMBRIDGE HEART: Cannot File 2012 Form 10-K for Financial Trouble
CAPITOL CITY: Delays Form 10-K for 2012
CASEY ANTHONY: Daughter's Death Test Case on Property Rights
CATASYS INC: Incurs $11.6 Million Net Loss in 2012
CENTRAL ENERGY: Incurs $1.03-Mil. Net Loss in 2012

CENTRAL EUROPEAN: Finco's 30 Largest Unsecured Creditors
CENTRAL FEDERAL: Incurs $3.7 Million Net Loss in 2012
CEREPLAST INC: Delays Form 10-K for 2012
CHINA DU KANG: Delays Form 10-K for 2012
CHINA TELETECH: Delays Form 10-K for 2012

CHURCH STREET: Plan Effective Date Announced
CICERO INC: Delays Form 10-K for 2012
CLEAR CHANNEL: Lawsuit Settlement No Impact on Fitch's 'CCC' IDR
CLEARWIRE CORP: S&P Retains 'CCC' Rating on CreditWatch Positive
COATES INTERNATIONAL: Delays Form 10-K for 2012

COMMUNICATION INTELLIGENCE: Incurs $3 Million Net Loss in 2012
COMMUNITY FINANCIAL: SBAV LP Holds 24.3% Stake as of March 28
COMPASS GROUP: S&P Keeps BB- Secured Rating on Term Loan Due 2017
COMPETITIVE TECHNOLOGIES: Delays Form 10-K for 2012
COMPLETE PROPERTY: Summary Judgment Bids in Goeller Suit Denied

CONSOLIDATED MERIDIAN FUNDS: Moss Adams Found in Contempt
CORD BLOOD: Incurs $3.5 Million Net Loss in 2012
CROSSHAIR ENERGY: Gets NYSE MKT Listing Non-Compliance Notice
CROWN MEDIA: Amends 2011 Credit Agreement with JPMorgan
CRYOPORT INC: Appoints Richard Rathmann to Board of Directors

D&M REALTY: May Appeal Plan Rejection Without Benefit of Stay
DCB FINANCIAL: Reports $602,000 Net Income in 2012
DEEP DOWN: Goldman Capital Holds 8.3% Stake as of March 27
DEMING HOSPITALITY: Plan's "New Value" Exception Violates LaSalle
DIAL GLOBAL: Incurs $146.7 Million Net Loss in 2012

DIGITAL DOMAIN: Needs More Time for Litigation Claims
DOLLAR GENERAL: S&P Rates New $1.85BB Loan & $1.3BB Notes 'BB+'
DOMMEL PROPERTIES: Court Narrows Suit vs Jonestown Bank
DYNEGY MIDWEST: Fitch Raises Issuer Default Rating to 'B-'
E-DEBIT GLOBAL: Delays Form 10-K for 2012

EAST COAST DIVERSIFIED: Delays Form 10-K for 2012
EASTMAN KODAK: Proposes Mediation Process for Disputed Claims
EAT AT JOE'S: Reports $1.9 Million Net Income in 2012
EAU TECHNOLOGIES: Incurs $2 Million Net Loss in 2012
EGPI FIRECREEK: Delays Form 10-K for 2012

ENERGYSOLUTIONS INC: Investor Presentation for April 2013
FIBERTOWER NETWORK: Hearing on Cash Collateral Motion Today
FIRST MARINER: Reports 16.1 Million Net Income in 2012
FIRSTLIGHT HYDRO: Fitch Cuts Rating on $320MM Secured Bonds to BB-
FLORIDA GAMING: Delays Form 10-K for 2012

FNBH BANCORP: Reports $329,000 Net Income in 2012
FOREVERGREEN WORLDWIDE: Delays Form 10-K for 2012
FOXHALL INT'L: Court Confirms 4th Amended Plan
FREMONT INVESTMENT: Insurer Skirts Coverage for $20M Mortgage Loss
FRIENDFINDER NETWORKS: Incurs $49.4 Million Net Loss in 2012

FRONTIER AIRLINES: Indigo, Anchorage in Talks on Buyout
FUELSTREAM INC: Delays Form 10-K for 2012
FUSION TELECOMMUNICATIONS: Incurs $5.2 Million Net Loss in 2012
GASCO ENERGY: Misses Interest Payment on Convertible Sr. Notes
GENELINK INC: Incurs $3 Million Net Loss in 2012

GEOKINETICS INC: No Creditors' Committee Appointed in Case
GEOKINETICS INC: Obtains Court Authority to Hire Professionals
GEOKINETICS INC: Can Pay $9.2MM to Critical Vendors
GLOBALSTAR INC: Has Forbearance with Noteholders Until April 15
GLYECO INC: Delays Form 10-K for 2012 Due to Difficulties

GOLD CANYON BANK: Closed; First Scottsdale Assumes Deposits
GRAYMARK HEALTHCARE: Incurs $22.8 Million Net Loss in 2012
GREEN ENERGY: Delays 2012 Form 10-K for Analyses
GREENSHIFT CORP: Reports $2.5 Million Net Income in 2012
GRIFFON CORP: $25-Mil. Debt Increase No Impact on Moody's 'B1' CFR

HALLWOOD GROUP: Incurs $17.9 Million Net Loss in 2012
HI-WAY EQUIPMENT: Section 341(a) Meeting Scheduled for May 29
HMV GROUP: Hilco's PE Unit Rescues Music Chain
HORIYOSHI WORLDWIDE: Delays Form 10-K for 2012
HOSPITAL DE DAMAS: Court Declines to Issue Final Decree

HOSTESS BRANDS: Court Green Lights Sales to McKee, US Bakery
HOSTESS BRANDS: Union Pulls Objections to Upcoming Asset Sales
HOWREY LLP: Trustee Settles With Legal Malpractice Insurer
IMAGEWARE SYSTEMS: Incurs $10.2 Million Net Loss in 2012
INERGETICS INC: Incurs $4.3 Million Net Loss in 2012

INFINITY ENERGY: Swings to $2.9 Million Net Income in 2012
INFUSION BRANDS: Delays Form 10-K for 2012
INNER CITY: Case Summary & 17 Largest Unsecured Creditors
INTELLICELL BIOSCIENCES: Delays Form 10-K for 2012
INTERFINANCIAL PROPERTIES: Case Summary & Creditors List

INTERMETRO COMMUNICATIONS: Reports $699,000 Net Income in 2012
INTERNATIONAL FUEL: Delays 2012 Form 10-K, Sees $335,000 Revenue
INTERNATIONAL TEXTILE: Incurs $67.3 Million Net Loss in 2012
INTERSTATE BAKERIES: Premium Food's Summary Judgment Bid Rejected
IOWORLD MEDIA: Delays Form 10-K for 2012

JVMW PROPERTIES: Section 341(a) Meeting Set on May 6
KNOW WEIGH: Case Summary & 5 Largest Unsecured Creditors
KRC PROPERTY: Voluntary Chapter 11 Case Summary
LA JOLLA: Incurs $7.7 Million Net Loss in 2012
LAGUNA BRISAS: Taps Simon Resnik Hayes as Gen. Bankruptcy Counsel

LAGUNA BRISAS: Wants Ch. 11 Trustee Appointed or Ch. 7 Conversion
LAND SECURITIES: Wants to Hire Allen & Vellone as Special Counsel
LANKERSHIM RETAIL: Voluntary Chapter 11 Case Summary
LATTICE INCORPORATED: Incurs $570,000 Net Loss in 2012
LEHMAN BROTHERS: Holdings Opposes LBI'S Bankhaus Settlement

LEHMAN BROTHERS: Must Reissue Checks to Traxis
LEHMAN BROTHERS: Takes Over 14 Derivative Contracts
LIBERTY CREST: Case Summary & Unsecured Creditor
LKA GOLD: Incurs $2.7 Million Net Loss in 2012
LOCATION BASED TECHNOLOGIES: Obtains $500K Loan From Investor

LONGVIEW POWER: Bank Debt Trades at 26% Off in Secondary Market
MCF480, LLC: Case Summary & 20 Largest Unsecured Creditors
MEDYTOX SOLUTIONS: Delays Form 10-K for 2012
MEMORIAL PRODUCTION: New $300-Mil. Notes Get Moody's 'Caa1' Rating
METEX DEMOLITION: Court Confirms 4th Amended Plan

METEX MFG: FCR Seeks to Hire ARPC as Claims Evaluation Consultant
METEX MFG: Committee Can Hire Gilbert, Legal Analysis
MF GLOBAL: July 3 Class Action Settlement Fairness Hearing Set
MF GLOBAL: Gets Green Light to Settle NY Taxation Agency Claim
MF GLOBAL: Silver Point Obtains Court Approval to Trade Claims

MF GLOBAL: Damning Report Aside, Corzine May Walk
MMRGLOBAL INC: Incurs $5.9 Million Net Loss in 2012
MOLDING INTERNATIONAL: Involuntary Chapter 11 Case Summary
MOMENTIVE PERFORMANCE: Incurs $365 Million Net Loss in 2012
MOMENTIVE SPECIALTY: Reports $324 Million Net Income in 2012

MORGANS HOTEL: Has Deal with Yucaipa to Reduce Debt by $230-Mil.
MOUNTAIN PROVINCE: Incurs C$3.3 Million Net Loss in 2012
MTS LAND: To Present Amended Plan for Confirmation on June 24
MUD KING: Case Summary & 20 Largest Unsecured Creditors
MUNICIPAL MORTGAGE: Inks Employment Pact with EVP and Treasurer

MUNICIPAL MORTGAGE: Amends 2012 Form 10-K to Add Exhibit
MUSCLEPHARM CORP: Incurs $18.9 Million Net Loss in 2012
NEOMEDIA TECHNOLOGIES: Incurs $19.4 Million Net Loss in 2012
NES RENTALS: Moody's Hikes CFR to 'B3' & Rates $275MM Notes 'Caa2'
NES RENTALS: S&P Assigns 'CCC+' Rating to $275MM 2nd Lien Notes

NEW LEAF: Amends First Quarter Form 10-Q to Add Exhibit
NOVADEL PHARMA: Inks Agreement to Sell NovaMist(TM) Technology
OLYMPIC HOLDINGS: Taps Simon Resnik Hayes as Bankruptcy Counsel
OTELCO INC: Annual Report Filed
OVERSEAS SHIPHOLDING: To Continue in U.S. Military Program

PAC-WEST TELECOMM: Chapter 11 Petition Filed
PACIFIC GOLD: Issues $110,000 Convertible Note
PATRIOT COAL: Court Sets April 23 Hearing on Trustee Motion
PAYMENT DATA: Reports $1.3 Million Net Income in 2012
PEAK RESORTS: Court Okays Expanded BDO Consulting Services

PENSON WORLDWIDE: To Dispose of Equipment Under Regions Lease
PENSON WORLDWIDE: Seeks Extension of Action Removal Period
PENSON WORLDWIDE: Seeks Extension of Lease Decision Deadline
PMI GROUP: Terminates Investment Talks with Well-Known Investor
POSITIVEID CORP: Delays 2012 Annual Report for Review

PRESSURE BIOSCIENCES: Delays 2012 Form 10-K Due to Limited Staff
PROVIDENT COMMUNITY: Incurs $598,000 Net Loss in 2012
PURADYN FILTER: Incurs $2.2 Million Net Loss in 2012
QA3 FINANCIAL: FNIC's Bid to Dismiss Lawsuit Partially Granted
QUANTUM FUEL: Incurs $30.9 Million Net Loss in 2012

RANCHO CALIFORNIA: Court Okays Hiring of Thomas Gorrill as Counsel
READER'S DIGEST: Committee Wants to Hire Alvarez as Fin'l Advisor
READER'S DIGEST: Committee Seeks Ruling on Confidential Info
READER'S DIGEST: Committee Wants 35% of Sale Proceeds in Escrow
REDBIRD PROPERTIES: Case Summary & Largest Unsecured Creditor

REFLECT SCIENTIFIC: Reports $201,000 Net Income in 2012
RESIDENTIAL CAPITAL: Parties Squabble More on Consent Decree
RESIDENTIAL CAPITAL: Committee Against Alter Ego Claims vs. AFI
RESIDENTIAL CAPITAL: Wants Removal Period Extended to July 8
RESIDENTIAL CAPITAL: FTI Rollover Period Extended to Dec. 31

REVEL AC: Court OKs $250 Million DIP Agreement with JPMorgan
RG STEEL: Renco Chairman, et al., Oppose Committee's Bid to Sue
RHYTHM AND HUES: Closes Asset Sale with Prana Studio Affiliate
RIVIERA HOLDINGS: Incurs $29.6 Million Net Loss in 2012
ROTECH HEALTHCARE: Files for Chapter 11 with Pre-Arranged Plan

ROTECH HEALTHCARE: Case Summary & 30 Largest Unsecured Creditors
ROTECH HEALTHCARE: Moody's Cuts PDR to 'D-PD' After Ch. 11 Filing
ROTHSTEIN ROSENFELDT: TD Bank Reveals $52M In Secret Settlements
SCC KYLE: Files First Modification to Proposed Amended Plan
SEALY CORP: Supplement to 2012 Annual Report on Form 10-K

SECURITY NATIONAL: BofA Slams 'Labyrinthine' Ch. 11 Plan
SMART ONLINE: Incurs $4.4 Million Net Loss in 2012
SNOQUALMIE ENTERTAINMENT: Moody's Cuts Corp Family Rating to Caa1
SPANISH BROADCASTING: Incurs $11.2 Million Net Loss in 2012
SPECIALTY PRODUCTS: PI Committee Drops Bid to Dismiss Case

STEMS, INC.: Voluntary Chapter 11 Case Summary
STEREOTAXIS INC: Incurs $9.23 Million Net Loss in 2012
STRATUS MEDIA: Delays Form 10-K for 2012
SUNRISE REAL ESTATE: Delays Form 10-K for 2012
SUNSTONE ADVANTAGE: Involuntary Chapter 11 Case Summary

SUNSTONE COMPONENTS: Involuntary Chapter 11 Case Summary
SUNVALLEY SOLAR: Delays Form 10-K for 2012
T BANCSHARES: Reports $2.1 Million Net Income in 2012
T.H. OLD TOWN: Amusement Park in Kissimmee Files in Orlando
TAKE FLIGHT: Case Summary & 5 Largest Unsecured Creditors

TALON THERAPEUTICS: Incurs $43.7 Million Net Loss in 2012
TANGLEWOOD FARMS: Court Narrows Clawback Suit Against CNH Capital
TARGETED MEDICAL: Incurs $9.6 Million Comprehensive Loss in 2012
TELKONET INC: Reports $390,000 Net Income in 2012
TEMPEL STEEL: S&P Affirms B- Corp. Credit Rating, Outlook Negative

TONGJI HEALTHCARE: Incurs $1.2 Million Net Loss in 2012
TOWER INT'L: $145-Mil. Loan Increase No Impact on Moody's 'B2' CFR
TRIGEE FOUNDATION: Junior Lienor Gets Chance to File Plan
TRINET HR: S&P Retains 'B+' Rating Following Loan Upsize
TWN INVESTMENT: Court Okays Hiring of Charles B. Greene as Counsel

TXU CORP: 2014 Loan Trades at 27% Off in Secondary Market
UNIGENE LABORATORIES: Victory Park Declares Event of Default
UNIVERSAL BIOENERGY: Delays Form 10-K for 2012
UNIVERSAL HEALTH: DOJ Official Pushes For Trustee In Bankruptcy
UNIVERSITY GENERAL: Delays Annual Report for 2012

UPH HOLDINGS: Section 341(a) Meeting Scheduled for April 23
VALENCE TECHNOLOGY: Taps KPMG & Roth Capital as Investment Bankers
VALLEY PROCESS: Voluntary Chapter 11 Case Summary
VANITY EVENTS: Delays Form 10-K for 2012, Sees $16MM Net Loss
VELATEL GLOBAL: Delays Form 10-K for 2012

VERENIUM CORP: Reports $18.2 Million Net Income in 2012
VERISIGN INC: Moody's Assigns First-Time 'Ba2' Corp. Family Rating
VERISIGN INC: S&P Assigns 'BB' CCR & Rates New $600MM Notes 'BB'
VERTICAL COMPUTER: Delays Form 10-K for 2012
VISUALANT INC: Awarded Fifth Patent for its ChromaIDTM Technology

VPR OPERATING: Section 341(a) Meeting Scheduled for May 7
VTE PHILADELPHIA: US Bank Can't Get $23M From Trump Tower Builder
VYCOR MEDICAL: Incurs $2.9 Million Net Loss in 2012
WEST 380: Court Okays Strasburger & Price as Bankruptcy Counsel
WEST 380: Court Okays Quilling Selander as Committee's Counsel

WEST 380: Court Okays Litzler Segner as Committee's Accountants
WIZARD WORLD: Incurs $1.02-Mil. Net Loss in 2012
WM SIX FORKS: Got Final Okay to Hire Wellington & Abacus in Dec.
WORLD SURVEILLANCE: Acquires Defense Contractor Lighter Than Air
WOUND MANAGEMENT: Delays Form 10-K for 2012

* Fitch Says Lower U.S. Bankruptcy Filings Positive for CC ABS
* Fitch Says Event Risk Will Continue to Plague IG Investors
* Moody's Says Global Default Rate Dips to 2.4% in 1st Quarter
* Moody's Says Medicare Reductions Challenge NFT Hospitals
* Junk-Bond Default Rates Shrink Worldwide in First Quarter

* Supreme Court to Decide Next Year on Waiver of Stern Rights

* CFPB Says Four Insurers Made Kickbacks to Mortgage Lenders
* Wells Fargo Criticized on Pace of Mortgage Relief
* Banks Say Stricter Securitization Rules May Hurt Lending
* PE Cos. Aren't Businesses Under ERISA, 1st Circ. Hears

* Alex Stevenson Joins Lincoln Int'l as Managing Director
* Jim Mesterharm to Co-Lead AlixPartners' Turnaround Unit

* Upcoming Meetings, Conferences and Seminars

                            *********

261 EAST: May 15 Hearing on Adequacy of Plan Disclosures
--------------------------------------------------------
The hearing to consider the adequacy of the Disclosure Statement
for 261 East 78 Realty Corp.'s Chapter 11 Plan of Reorganization
dated March 15, 2013, will be held on May 15, 2013, at 9:45 a.m.
Objections are due by May 8, 2013.

According to the Disclosure Statement, the Plan will be funded by
the Debtor's continuing operations and a "plan confirmation loan",
which will be used to pay administration creditors and build out
additional floors for renal.  The Debtor has obtained an informal
commitment from Cedar Hill Holdings for $1 million in post-
Effective Date tenant improvement financing.  The Debtor intends
to use the proceeds to complete the 2 remaining unfinished floors
and to modify the 5th floor, which will generate an additional
$40,500 in monthly rental income, which in of itself is sufficient
to carry the debt service associated with the Plan Confirmation
Loan.

The Loan will bear interest at the rate of 9% per annum, with a 3%
commitment fee payable at closing and an additional 6% exit fee
payable upon satisfaction.  The loan has an initial term of
1 year.  The Loan will be secured by a first priority mortgage
lien upon the Property, senior to the liens, if Allowed, of the
Class 2 and Class 3 Secured Creditors.

Holders of Equity Interests in the Debtor will retain their
Interests, subject to acceptance of the Plan by general unsecured
claims in class 4.

MB Financial Bank, N.A. has filed a secured proof of claim in the
amount of $17.7 million (Class 5), which claim is wholly disputed
by the Debtor.  The claim will be treated as follows:

(i) In the event that MB fails to post a bond in twice the amount
of its filed proof of claim, or $35,349,654.56 (the ?Bond?), in
accordance with the Bankruptcy Court's ruling in Adversary
Proceeding 12-01118 dated Dec. 10, 2012, it will be deemed to
neither have standing in the Chapter 11 Case nor any Claim,
Secured, Unsecured or otherwise, against the Debtor or its estate
whatsoever, with prejudice; or, in the alternative,

(ii) In the event that MB actually posts the Bond, MB's Allowed
amount of Claim will be determined by the Bankruptcy Court under
pending Adversary Proceeding No. 13-01000 (the ?Lender Liability
Action?).  MB's Allowed Claim, after full and final adjudication
of the Lender Liability Action, subject only to the first priority
lien to be granted in favor of the Plan Lender in consideration
for the Plan Confirmation Loan, will be repaid in full over a
period of no more than 20 years from the Effective Date, with
monthly interest only payments during the New MB Repayment Term at
the prime rate as announced in the Wall Street Journal on the
Effective Date plus 2%, with the outstanding principal balance due
and payable on the earlier of the sale or refinance of the
Property or end of the New MB Repayment Term.

General unsecured claims (Class 4) will be treated in the
following manner:

(i) In the event that MB fails to post the Bond, the holders of
Allowed Class 4 Claims will be paid, subject to repayment first
and in full of the Plan Confirmation Loan and the Allowed Class 3
Claim of Hermes Capital, LLC, 100% of their Allowed Claims upon
the sale or refinance of the Property, with interest thereon at
the Federal Rate in existence as of the Effective Date, which sale
or refinance will occur within no later than 5 years after the
Effective Date; or, in the alternative:

(ii) In the event that MB actually posts and maintains the Bond,
Class 4 Allowed Claims will each receive a distribution in the
amount of 6.5% of the Allowed amounts of their Claims, in cash,
without interest, payable in 120 monthly installments commencing
on the first day of the first calendar quarter after the Effective
Date.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/261east.doc114.pdf

                          About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  The case was assigned to Judge
Robert E. Gerber.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20.2 million in assets and $18.8 million in
liabilities.  The petition was signed by Lee Moncho, president.

Jonathan S. Pasternak, Esq., and Erica R. Feynman, Esq., at
DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, in White
Plains, N.Y., represent the Debtor as counsel, replacing Shaked &
Posner as attorneys for the Debtor.


3PEA INTERNATIONAL: Reports $1.8 Million Net Income in 2012
-----------------------------------------------------------
3Pea International, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing 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 during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $7.46 million
in total assets, $7.97 million in total liabilities and a $510,304
total stockholders' deficit.

Sarna & Company, in Thousand Oaks, California, did not issue a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.

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.

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

                         http://is.gd/EM0X8J

                     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.


3265 MATILDA: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 3265 Matilda Holdings L.L.C.
        1172 S. Dixie Highway, Suite 617
        Coral Gables, FL 33146

Bankruptcy Case No.: 13-17858

Chapter 11 Petition Date: April 8, 2013

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

Judge: Laurel M. Isicoff

Debtor's Counsel: Joel M. Aresty, Esq.
                  Joel M. Aresty, P.A.
                  13499 Biscayne Boulevard, #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  E-mail: aresty@mac.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Rafael Ramirez.


AFFINIA GROUP: S&P Rates Proposed $250MM Sr. Unsecured Notes 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services is assigning its 'B-' issue
rating and '5' recovery rating to Affinia Group Inc.'s proposed
$250 million senior unsecured notes maturing April 2021.  The
'5' recovery rating indicates S&P's expectation for modest (10%-
30%) recovery in the event of a default.

The issue rating is one notch below the corporate credit rating of
the parent company, Affinia Group Intermediate Holdings Inc.
(Affinia), which is an aftermarket participant in the global
automotive industry.  The 'B' corporate credit rating on Affinia
remains unchanged.  The outlook remains stable.

S&P's 'B' issue level rating and '4' recovery rating on Affinia
Group Inc.'s $200 million senior secured term loan B-1 due April
2016 and $470 million term loan B-2 due April 2020 remain
unchanged.  The '4' recovery rating indicates S&P's expectation of
average (30%-50%) recovery in a payment default scenario.

Affinia plans to use proceeds from the new $250 million of
unsecured notes, in combination with recent debt issuances, to pay
a $161 million dividend to equity holders, redeem existing
$225 million 10.75% senior secured notes, redeem existing
$367 million 9% senior subordinated notes, redeem about
$34 million of the $130 million senior unsecured pay-in-kind (PIK)
notes issued by Affinia Group Holdings Inc. (the ultimate parent
of Affinia Group Intermediate Holdings Inc.), and redeem
$155 million of redeemable preferred stock at the ultimate parent.

S&P plans to withdraw the ratings on Affinia Group Inc.'s
$225 million senior secured notes and its $367 million senior
subordinated notes once they are redeemed in full.

S&P's ratings on Affinia partly reflect its "highly leveraged"
financial risk profile.  Affinia's participation in the
competitive auto aftermarket components industry contributes to
what S&P believes is its "weak" business risk profile.  These
factors more than offset Affinia's fair geographic diversity,
solid market positions, and improving profitability.  Private-
equity firm The Cypress Group LLC controls the company.

RATINGS LIST

Affinia Group Intermediate Holdings Inc.
Corporate Credit Rating              B/Stable/--

New Ratings

Affinia Group Inc.
Senior Unsecured
  $250 mil notes due 2021             B-
   Recovery Rating                    5


AFFIRMATIVE INSURANCE: Incurs $51.9 Million Net Loss in 2012
------------------------------------------------------------
Affirmative Insurance Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $51.91 million on $209.76 million of
total revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $162.59 million on $249.79 million of total revenues
in 2011.  The Company incurred a $86.92 million net loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $338.39
million in total assets, $471.64 million in total liabilities and
a $133.25 million total stockholders' deficit.

KPMG LLP, in Dallas, Texas, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Company's
recent history of recurring losses from operations, failure to
comply with the financial covenants in the senior secured credit
facility, failure to comply with the Illinois Department of
Insurance reserve requirement, and substantial liquidity needs the
Company will face when the senior secured credit facility expires
in January 2014 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/rX8AGA

                   About Affirmative Insurance

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


AGY HOLDING: Incurs $44.9 Million Net Loss in 2012
--------------------------------------------------
AGy Holding Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$44.93 million on $172.73 million of net sales for the year ended
Dec. 31, 2012, as compared with a net loss of $66.76 million on
$183.65 million of net sales in 2011.  The Company incurred a
$14.57 million net loss in 2010.

For the three months ended Dec. 31, 2012, the Company incurred a
net loss of $11.24 million on $39.62 million of net sales, as
compared with a net loss of $45.66 million on $42.11 million of
net sales for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $210.08
million in total assets, $295.66 million in total liabilities and
a $85.58 million total shareholders' deficit.

"During 2012, we continued to successfully move our sales mix
towards a higher concentration of Advanced Materials, despite a
challenging undercurrent in the market," said Richard Jenkins, the
Company's interim chief executive officer.  "Our specific product
and project business continued to exhibit strength, and we
outperformed our S-2 sales goals for fiscal year 2012.  We also
continued to build on the improvements in operating performance by
increasing production efficiencies, implementing enhanced
manufacturing processes, and controlling costs, while focusing on
delivering high quality products.  As a result, our Adjusted
EBITDA attributable to AGY Holding Corp. increased $3.8 million to
$21.6 million for the full year 2012, or a 21% improvement
compared to 2011."

"The Company is currently seeking to extend the lease facility
beyond its new maturity date in May 2013, but there is no
assurance that we will be able to obtain replacement financing
with DB or another lessor on terms acceptable to us or at all.  If
we are unable to refinance the facility by May 31, 2013 in a
manner acceptable to our senior secured revolving lenders, this
will be an event of default under that agreement and the lenders
may accelerate amounts due under that facility, which could then
trigger a default under our senior second lien notes."

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

                       http://is.gd/u1gDCb

                        About AGY Holding

AGY Holding Corp. -- http://www.agy.com/-- produces fiberglass
yarns and high-strength fiberglass reinforcements used in
composites applications.  AGY serves a range of markets including
aerospace, defense, electronics, construction and industrial.
Headquartered in Aiken, South Carolina, AGY has a European office
in Lyon, France and manufacturing facilities in the U.S. in Aiken,
South Carolina and Huntingdon, Pennsylvania and a controlling
interest in a manufacturing facility in Shanghai, China.

                           *     *     *

As reported by the TCR on Nov. 23, 2011, Moody's Investors Service
lowered AGY Holding Corporation's (AGY) Corporate Family Rating
(CFR) to Caa2 from B3, reflecting the decline in the company's
liquidity and weak operating performance.

In the Dec. 5, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aiken, S.C.-based
AGY Holding Corp. (AGY) to 'CCC-' from 'CCC+'.

"Our rating action reflects our view that AGY's credit quality has
deteriorated due to ongoing weakness in its operating performance,
a decline in liquidity, and the potential for insufficient
liquidity to meet interest payments in 2012.  As of Sept. 30,
2011, the company reported total liquidity of $17 million
including $16.2 million of availability under its unrated
revolving credit facility. AGY reported that it expected liquidity
to decline to levels of around $12.4 million in November following
the payment of nearly $10 million in semiannual interest on its
notes.  It also expects effective availability to be lower than
the reported figures, because the company is also subject to a
fixed-charge coverage ratio covenant if availability under its
revolving credit facility declines to below $6.25 million. We do
not expect to be in compliance if the covenant becomes applicable.
Current liquidity levels have declined from our expectations of a
minimum liquidity of $20 million at the previous rating. Key
credit risks, in our view, are liquidity insufficient to meet
requirements (including approximately $20 million in future
interest payments in 2012). An additional risk is potential
liquidity requirements possibly arising from the put option
available with the seller of AGY Hong Kong Ltd. for the remaining
30% of the company not yet purchased by AGY.  The put option can
be exercised through Dec. 31, 2013.  AGY reports a fair value of
about $0.23 million for the remaining 30% of the AGY Hong Kong
Ltd. as of Sept. 30, 2011 -- a decline from an initial estimated
value of about $12 million in 2009. AGY Hong Kong also has about
$10.5 million of debt, which the company reports it is trying to
extend, and approximately $11.5 million in annually renewable
working capital facilities due in 2012 (debt at AGY Hong Kong is
nonrecourse to AGY)," S&P said.


AIR CANADA: Moody's Revises Outlook to Positive & Keeps 'Caa1' CFR
------------------------------------------------------------------
Moody's Investors Service affirmed Air Canada's Caa1 corporate
family rating, Caa1-PD probability of default rating, B2 first
lien senior secured rating and Caa2 second lien senior secured
rating. The company's speculative grade liquidity rating was
lowered to SGL-3 from SGL-2. The company's rating outlook has been
changed to positive from stable.

Ratings Rationale:

The outlook change incorporates Air Canada's recent agreement with
the federal government which greatly reduces the amount of cash
required to fund its pension plan solvency deficit beginning in
2014. Combined with the benefits of the new union agreements last
year (which provide labor stability into 2016, permit a lower cost
structure for a portion of its routes and reduce certain pension
benefits), Air Canada's risk profile has improved since the
ratings were lowered in April 2012. As well, Air Canada has
exhibited good yield growth and strong load factors over the past
year, which, if continued through upcoming capacity additions,
would support a ratings upgrade within the next 12-18 months.

Air Canada's Caa1 corporate family rating is primarily driven by
its weak key credit metrics, including Moody's expectation that
the company's adjusted leverage (Debt/ EBITDA) will remain around
8x through 2013. Added constraints include growing competition
from lower-cost carriers, the potential that the significant
capacity additions planned by Air Canada and its primary domestic
competitor will pressure yields and/or margins, the company's very
high cost structure arising from its legacy carrier status and
Moody's expectation that the company's free cash flow will be
modestly negative over the next few years. Favorably, the rating
reflects Air Canada's meaningful scale, leading market share of
domestic, trans-border and international routes in and out of
Canada and benefits from its position in the Star Alliance
network.

The lowering of Air Canada's liquidity rating is driven by Moody's
expectation that higher capital expenditures will cause the
company's free cash flow to turn negative in 2013. At the end of
2012 Air Canada had $2 billion of cash which is sufficient to fund
the company's cash needs in 2013, estimated by Moody's to be about
$800 million. This amount consists of debt maturities ($500
million), pension solvency deficit funding ($225 million -- the
amount above service costs), and negative free cash flow ($100
million -- Moody's estimate), which includes the purchase of new
Boeing 777 aircraft. Consequently, absent any new funding
commitments (which the SGL rating does not incorporate), the
company's year-end cash balance would be about $1.2 billion (10%
of revenues). As this would be below Air Canada's targeted cash
level (at least 15% of revenues), Moody's long term rating
incorporates the expectation that Air Canada will obtain
additional funding primarily against its new 777 aircraft in order
to maintain its cash towards $2 billion. The liquidity rating also
captures Air Canada's lack of a committed bank credit facility, a
minimum cash balance requirement in its primary credit card
agreement, and the fact that nearly all of its existing assets are
already pledged.

The positive ratings outlook reflects the potential that Air
Canada's ratings could move higher if the company's earnings
continue to improve through upcoming capacity additions.

An upgrade could occur if adjusted leverage is sustained below
7.5x and cash is maintained above 15% of revenues. Downward rating
pressure could occur if Debt/ EBITDA is forecast to rise above 9x
or should cash trend towards 10% of revenues.

The principal methodology used in this rating was Global Passenger
Airlines published in May 2012 and Speculative Grade Liquidity
Ratings published in September 2002. 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 Saint-Laurent, Quebec, Air Canada is the largest
provider of scheduled passenger services in Canada. Revenues for
2012 were approximately $12 billion.


AMARU INC: Delays Form 10-K for 2012
------------------------------------
Amaru, Inc., notified the U.S. Securities and Exchange Commission
that it will be delayed in filing its annual report on Form 10-K
for the period ended Dec. 31, 2012.  The Company was unable to
file the subject report in a timely manner because it was not able
to complete timely its financial statements without unreasonable
effort or expense.

                          About Amaru Inc.

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

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

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


AMBAC FINANCIAL: Agrees to Terms of IRS Settlement
--------------------------------------------------
Ambac Financial Group, Inc. has reached an agreement with the
United States of America with respect to the terms of a settlement
that will bring resolution to claims filed against Ambac by the
Internal Revenue Service and related litigation.  On April 8,
Ambac filed a motion with the United States Bankruptcy Court for
the Southern District of New York seeking approval of the terms of
the IRS Settlement.

Upon consummation, the IRS Settlement will provide for a reduction
of the IRS Claims and for the dismissal of related litigation in
exchange for payments by Ambac, and Ambac Assurance Corporation
and/or the Segregated Account of Ambac Assurance Corporation, and
will memorialize compromises among the parties regarding Ambac's
net operating loss carry-forwards.  Among the material terms of
the IRS Settlement, Ambac shall make a payment to the United
States of $1.9 million, and AAC and/or the Segregated Account will
pay the United States $100.0 million.  Ambac shall also pay
additional amounts based on payments, if any, received by Ambac
from AAC under the existing intercompany tax sharing agreement as
a result of AAC's utilization of certain NOLs.  In addition, the
IRS Settlement will limit Ambac's entitlement to claim any portion
of the disputed NOLs relating to its CDS contracts for the tax
years covered by the settlement to the extent such NOLs exceed
$3.4 billion, resulting in a net reduction to Ambac's aggregate
NOLs of approximately $1.1 billion.

According to Diana Adams, Ambac's President and Chief Executive
Officer, "The IRS Settlement came about through the diligent
efforts and support of many interested parties involved in the
case and we believe the terms are fair, equitable, and in the best
interests of Ambac, its creditors, and AAC.  This settlement puts
us in a favorable position to emerge from bankruptcy and move
forward with managing our existing business and exploring new
business opportunities."

The Motion is scheduled to be heard by the Bankruptcy Court at a
hearing on April 29, 2013.  The entry by the Bankruptcy Court of
an order approving the IRS Settlement pursuant to Bankruptcy Rule
9019 will satisfy one of the remaining significant conditions
precedent to the consummation of Ambac's confirmed Fifth Amended
Plan of Reorganization.  If the order is obtained, Ambac and the
IRS will then consummate the IRS Settlement.  The effective date
of the Plan should occur shortly thereafter.

The complete terms of the IRS Settlement are described in the
Motion, which can be found under "Court Documents" at
http://www.kccllc.net/ambac

                           About Ambac

On November 8, 2010, Ambac Financial Group, Inc. filed for a
voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code.  The Bankruptcy Court entered an order
confirming Ambac's plan of reorganization on March 14, 2012,
however, Ambac is not currently able to estimate when it will be
able to consummate such reorganization.  Until the plan of
reorganization is consummated and Ambac emerges from bankruptcy,
it will continue to operate in the ordinary course of business as
"debtor-in-possession" in accordance with the applicable
provisions of the Bankruptcy Code and the orders of the Bankruptcy
Court.  Currently, Ambac's common stock trades in the over-the-
counter market under ticker symbol ABKFQ.  Upon consummation of
the plan of reorganization, Ambac's existing common stock will be
cancelled and extinguished and the holders thereof will not be
entitled to receive, and will not retain, any property or interest
on account of such common stock.

Ambac's principal operating subsidiary, Ambac Assurance
Corporation, is a guarantor of public finance and structured
finance obligations.


AMBAC FINANCIAL: Creditors Will Stay Out Of Board Member Fight
--------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that creditors of
Ambac Financial Group Inc. declined Thursday to take sides in the
bond insurer's bid to bar investment strategist Charles Lemonides
from joining the company's board of directors, saying it did not
have enough information to take a stance.

The report said the official committee of unsecured creditors
responded to Ambac's allegation that Lemonides, who is the founder
and chief investment officer of ValueWorks LLC,  pushed for an
unqualified friend to become the company's chief investment
officer.

                      About Ambac Financial

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

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
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.

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

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

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

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

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

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


AMBAC FINANCIAL: Sets Claims Reserve for Water Works Board
----------------------------------------------------------
Ambac Financial Group, Inc., sought and obtained permission from
the Bankruptcy Court to establish a reserve for setting aside
distributions on account of the claim of Water Works Board of the
City of Birmingham.  The Reserve Amount will be $402,411, which
represents the amount asserted by the Water Works on its proof of
claim.

The Court clarifies that the Claims Reserve Order has no effect
on the allowance of disallowance of the Water Works Claim.

In the event the Water Works Claim becomes an allowed general
unsecured claim, the Reserve Amount will be distributed in the
form of New Common Stock and Warrants in accordance with the
Plan.

On November 10, 2009, Water Works commenced a civil action
against the Debtor and Ambac Assurance Corp. in the U.S. District
Court for the Northern District of Alabama, whereby asserted
various causes of action and sought damages related to the
purchase of a surety bond in the amount of $382,779.  On April 1,
2010, the Alabama District Court dismissed with prejudice the
Water Works Action for failure to state a claim upon which relief
can be granted.  On April 21, 2010, Water Works filed a notice of
appeal to the U.S. Court of Appeals for the Eleventh Circuit.
Since January 25, 2011, the appeal has been stayed because of the
automatic stay imposed as a result of the Debtor's chapter 11
proceeding.

By March 3, 2011, Water Works filed with the bankruptcy court a
claim seeking (a) $382,779 as the amount paid for the surety
bond, plus $19,631 pre-judgment interest through the Petition
Date, for a total amount of $402,411, and (b) any sum as may be
determined by the trier of fact in the Water Works Action.

                       About Ambac Financial

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

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

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

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

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

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

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

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


AMBAC FINANCIAL: Dewey's $21.8-Mil. Fees Approved
-------------------------------------------------
Judge Shelley Chapman granted final allowance of compensation for
Dewey & LeBoeuf LLP as former counsel of Ambac Financial Group,
Inc.

For services rendered for the period from November 8, 2010 to
April 30, 2012, Dewey is allowed $21,831,099 in total fees and
reimbursed $492,138 in total expenses incurred.

Ambac Financial hired Dewey as bankruptcy counsel.

                       About Ambac Financial

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

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

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

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

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

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

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

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


AMBAC FINANCIAL: Says Cities Lack Evidence on Antitrust Charges
---------------------------------------------------------------
Karen Gullo of Bloomberg News reports that lawyers for Ambac
Financial Group, Moody's Corp. and other bond insurance and credit
ratings companies told a California judge that cities lack
evidence to pursue an antitrust and negligence lawsuit against
them.

The companies are fighting claims filed in 2008 alleging they
conspired to force local governments in California to purchase
insurance they didn't need, Bloomberg News cites.  Lawyers for
the municipalities say the ratings companies and bond insurers
schemed to maintain high credit ratings for the insurers and
perpetuate a dual credit-rating system that punished cities with
lower ratings than corporate entities, the report notes.

Last year, Judge Richard Kramer refused to toss claims in the
lawsuit, originally filed by San Francisco, Los Angeles, and
several other California municipalities that allege a conspiracy
among the ratings companies and bond insurers, Bloomberg recalls.
The cities said the conspiracy cost them millions of dollars in
fees to refinance bonds after the collapse of the subprime
mortgage market, the news article cites.

Judge Kramer questioned if the plaintiffs have sufficient
evidence on the alleged conspiracy.  "You need to show sufficient
evidence that they agreed to do something together, not that they
have a motive to do it," Bloomberg quoted Mr. Kramer as saying.

The judge hasn't indicated when he'll issue a ruling.

The case is Ambac Bond Insurance Cases, CJC-08-004555, California
Superior Court (San Francisco).

                       About Ambac Financial

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

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

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

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

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

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

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

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


AMBAC FINANCIAL: Expects to Recover $40MM in NCFE Notes
-------------------------------------------------------
Ambac Financial Group, Inc. is anticipating about $40 million in
additional recoveries relating to notes issued by National
Century Financial Enterprises, Inc., according to the Company's
March 15, 2013 Form 8-K filing with the U.S. Securities and
Exchange Commission.

During 2002 and 2003, Ambac Financial recognized investment
realized losses of approximately $150 million relating to its
$174.5 million investment in asset-backed notes issued by NCFE.
These notes, which were backed by health care receivables and
rated triple-A until October 25, 2002, defaulted and NCFE filed
for protection under Chapter 11 of the U.S. Bankruptcy Code in
November 2002.  In connection with a full and final settlement of
a lawsuit brought by NCFE bondholders against Credit Suisse
Securities LLC, the Company expects to receive additional cash
recoveries of approximately $40 million in April 2013.  This
recovery will be recognized within net income in 2013.

                       About Ambac Financial

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

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

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

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

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

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

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

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


AMERICAN AIRLINES: Consolidated Traffic Up 1% in March 2013
-----------------------------------------------------------
AMR Corporation on April 8 reported March 2013 consolidated
revenue and traffic results for its principal subsidiary, American
Airlines, Inc., and its wholly owned subsidiary, AMR Eagle Holding
Corporation.

Consolidated capacity and traffic were 0.1 percent and 1.0 percent
higher year-over-year, respectively, resulting in a consolidated
load factor of 82.7 percent, an increase of 0.7 points versus the
same period last year.

Domestic capacity and traffic were 2.5 percent and 1.3 percent
lower year-over-year, respectively, resulting in a domestic load
factor of 85.3 percent, 1.1 points higher compared to the same
period last year.

International load factor of 80.5 percent was 0.7 points higher
year-over-year, as traffic increased 4.4 percent on 3.4 percent
more capacity.  The Atlantic entity recorded the highest load
factor of 83.2 percent, an increase of 4.1 points versus March
2012.

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

A detailed copy of the consolidated revenue and traffic results is
available for free at http://is.gd/pk6Gns

                     About American Airlines

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

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

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

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

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


AMERICAN AIRLINES: US Air Says Dispute Belongs in Arbitration
-------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that U.S. Airways Inc.
told an Arizona federal judge Friday that part of a lawsuit
contesting how pilots' seniority status will be integrated after
the company's merger with American Airlines Inc. constitutes a
"minor dispute" and belongs in arbitration.

The report related that U.S. Airways asked the court to dismiss a
claim from the pilot's suit alleging the company breached a prior
transition agreement with them, citing a prior decision in a case
arising from U.S. Airways' 2005 merger with America West Airlines
Inc.

                      About American Airlines

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

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

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

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

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


AMERICAN APPAREL: Dov Charney Discloses 42.6% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission early this month, Dov Charney disclosed that,
as of Oct. 16, 2012, he beneficially owns 45,805,866 shares of
common stock American Apparel, Inc., representing 42.6% of the
shares outstanding.  Mr. Charney previously reported beneficial
ownership of 45,700,866 common shares or a 43% equity stake as of
July 7, 2011.  A copy of the amended filing is available for free
at http://is.gd/qitMRY

                       About American Apparel

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

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

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

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

                            *    *     *

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


AMERICAN GREETINGS: S&P Lowers Corp. Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on American Greetings Corp. to 'B+' from 'BB+'.

At the same time, S&P lowered its issue-level rating on the
company's $400 million senior secured revolving credit facility
due 2017 to 'BB' from 'BBB', and its issue-level rating on the
7.375% senior unsecured notes due 2021 to 'B+' from 'BB+'.  The
recovery ratings remain '1' (indicating S&P's expectation of very
high [90%-100%] recovery in the event of a default) and '4'
(average [30%-50%] recovery), respectively.

All of S&P's ratings on American Greetings remain on CreditWatch,
where they were placed with negative implications on Sept. 27,
2012.  S&P could lower or affirm the ratings following the
completion of its review.

The downgrade follows the company's announcement that American
Greetings will merge with Century Intermediate Holding Co., an
entity that will be indirectly controlled by the American
Greetings' chairman, CEO, COO, and certain other members of the
Weiss family and related parties.  The parties agreed to acquire
all of the outstanding Class A and Class B common shares of
American Greetings not currently owned by them for $18.20 per
share.  If the transaction closes as expected in July 2013, the
total cash consideration paid to shareholders will likely be
$18.35 per share if historical dividend payment practices
continue.  The transaction will likely be financed through
$600 million of bank loans (including a proposed $200 million
revolving credit facility), $240 million of nonvoting preferred
stock committed by Koch AG Investment LLC, and cash on hand.  The
existing $225 million notes due 2021 are expected to remain
outstanding.

"If the transaction were to be completed as currently described,
we believe American Greetings' credit metrics would deteriorate
significantly as a result of the increase in leverage, although
details of the financing plans are still to be determined," said
Standard & Poor's credit analyst Stephanie Harter.  "We will
continue to monitor developments and will resolve the CreditWatch
when information regarding the proposed management buyout and
related financing becomes available."


AMERICAN NATURAL: Incurs $3.3 Million Net Loss in 2012
------------------------------------------------------
American Natural Energy Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $3.31 million on $2.09 million of total revenues for
the year ended Dec. 31, 2012, as compared with a net loss of
$905,792 on $1.99 million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $20.46
million in total assets, $14.02 million in total liabilities and
$6.43 million in total stockholders' equity.

MaloneBailey, LLP, 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 incurred a net loss in 2012 and has a working capital
deficiency and an accumulated deficit at Dec. 31, 2012.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern.

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

                        http://is.gd/MnmW4V

                      About American Natural

American Natural Energy Corporation is a Tulsa, Oklahoma based
independent exploration and production company with operations in
St. Charles Parish, Louisiana.


AMERICAN PETRO-HUNTER: Delays Form 10-K for 2012
------------------------------------------------
American Petro-Hunter Inc. notified the U.S. Securities and
Exchange Commission regarding the delay in the filing of its
annual report on Form 10-K for the period ended Dec. 31, 2012.
The Company said the information necessary for the filing of a
complete and accurate Form 10-K could not be gathered within the
prescribed time period without unreasonable effort and expense.

                    About American Petro-Hunter

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

As reported in the TCR on April 4, 2012, Weaver Martin & Samyn,
LLC, in Kansas City, Missouri, expressed substantial doubt about
American Petro-Hunter's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered recurring losses from operations and is dependent upon
the continued sale of its securities or obtaining debt financing
for funds to meet its cash requirements.

The Company's balance sheet at Sept. 30, 2012, showed $2.0 million
in total assets, $2.4 million in total liabilities, and a
stockholders' deficit of $425,433.


AMF BOWLING: Modifies Plan to Offer 1% for Unsecured Claims
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMF Bowling Worldwide Inc. modified the proposed
Chapter 11 plan to include an offer of about 1% to holders of
$30 million to $35 million in unsecured claims.  The bankruptcy
court scheduled an April 30 hearing for approval of disclosure
materials, according to court records.

According to the report, the official creditors' committee was
opposed to having an accelerated hearing for approval of the
disclosure statement because the recovery for unsecured creditors
had been left blank.  Near the end of the week, AMF responded by
amending the Chapter 11 plan to specify that unsecured creditors
will divide $300,000 among themselves.

The report relates that AMF explained that the restructuring
support agreement signed before bankruptcy specified $300,000 for
unsecured claims.  The plan was left blank to accommodate
continuing discussions with the creditors' committee.

When there was no agreement with the committee, AMF said it
formally inserted the $300,000 offer into the plan.  If accepted
by creditors and approved by the bankruptcy court, senior secured
lender will take ownership in exchange for about $215 million in
first-lien debt, under an agreement worked out before the Chapter
11 petition was filed in November.  AMF had wanted the judge to
approve disclosure materials at an April 23 hearing.  Instead, the
hearing will be April 30.  AMF was hoping the plan could be
considered for approval at a June 6 confirmation hearing.

                    About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

Debt for borrowed money totals $296 million, including
$216 million on a first-lien term loan and revolving credit,
and $80 million on a second-lien term loan.

Mechanicsville, Virginia-based AMF first filed for bankruptcy
reorganization in July 2001 and emerged with a confirmed Chapter
11 plan in February 2002 by giving unsecured creditors 7.5% of the
new stock.  The bank lenders, owed $625 million, received a
combination of cash, 92.5% of the stock, and $150 million in new
debt.  At the time, AMF had over 500 bowling centers.

Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.  Patrick J. Nash, Jr., Esq., Jeffrey D.
Pawlitz, Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis
LLP; and Dion W. Hayes, Esq., John H. Maddock III, Esq., and Sarah
B. Boehm, Esq., at McGuirewoods LLP, serve as the Debtors'
counsel.  Moelis & Company LLC serves as the Debtors' investment
banker and financial advisor.  McKinsey Recovery & Transformation
Services U.S., LLC, serves as the Debtors' restructuring advisor.
Kurtzman Carson Consultants LLC serves as the Debtors' claims and
noticing agent.

Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and
Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and
Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak
Rock LLP, represent the first lien lenders.

An ad hoc group of second lien lenders is represented by Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and
Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP.

The Official Committee of Unsecured Creditors retained Pachulski
Stang Ziehl & Jones LLP as its lead counsel; Christian & Barton,
LLP as its local counsel; and Mesirow Financial Consulting, LLC as
its financial advisors.


AMPAL-AMERICAN: Bankruptcy Judge Appoints Chapter 11 Trustee
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ampal-American Israel Corp. was in the middle of a
fight for control.  On one side, the official creditor's committee
wanted appointment of a chief restructuring officer and a board of
directors acceptable to creditors.  Ampal's controlling
shareholder Yousef Maiman wanted to retain his rights and the
ability to name a board and supervise corporate affairs.

According to the report, U.S. Bankruptcy Judge Stuart M. Bernstein
solved the problem by doing something neither side wanted.  He
appointed a Chapter 11 trustee who ousts management and gives the
committee less ability to control corporate affairs than through
the CRO they selected.  Judge Bernstein was presented with an
agreement between a majority of the board where they would resign
en masse, replaced by two directors and a CRO.  Mr. Maiman, who
controls 61.5% of the stock, opposed.

The report relates that Judge Bernstein, in his 13-page opinion on
April 5, said that doing the bidding of the committee would
"arguably be in derogation of Mr. Maiman's rights as a controlling
shareholder."  He said that a judge should not "take sides in a
corporate governance dispute."  When a corporate governance
dispute "spills over into areas that affect the debtor's ability
to manage its affairs," Judge Bernstein said bankruptcy law has a
clear remedy, the appointment of a Chapter 11 trustee.  And that's
what he did, saying it was the "only alternative."

Disputes between Mr. Maiman and the committee came to a head when
the board refused to authorize payment of fees approved by Judge
Bernstein.  The U.S. Trustee urged Judge Bernstein to appoint a
trustee.

In February, Judge Bernstein approved disclosure materials
explaining the reorganization plan promulgated by the committee.
The judge had ended Ampal's exclusive plan-filing rights in
January.  There can't be a creditors' vote followed by a
confirmation hearing until Israeli securities regulators approve
solicitation materials.

A copy of the Court's April 5 Memorandum Decision and Order is
available at http://is.gd/bmyaQyfrom Leagle.com.

                        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.


ASSURED PHARMACY: Incurs $4 Million Net Loss in 2012
----------------------------------------------------
Assured Pharmacy, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss attributable to the Company of $4 million on
$14.14 million of sales for the year ended Dec. 31, 2012, as
compared with a net loss attributable to the Company of $3.27
million on $16.44 million of sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.22 million
in total assets, $8.70 million in total liabilities, and a
$6.48 million stockholders' deficit.

BDO USA, LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.

                          Bankruptcy Warning

"Our business is highly leveraged and the successful
implementation of the foregoing plan necessitates that we reach an
agreement with our existing debt holders to extend the maturity
date of debt securities which came due in 2012.  As of December
31, 2012, we had $844,948 in debt securities which were due in the
year 2012, which included $500,000 in principal amount of
unsecured convertible debentures.  We are attempting to extend the
maturity date of all outstanding debt securities which were due in
2012, but can provide no assurance that the holders of such
securities will agree to extend the maturity date on these
securities on acceptable terms.  We are also discussing the
possibility of these debt holders converting the securities into
equity.  If our debt holders choose not to convert certain of
these securities into equity, we will need to repay such debt, or
reach an agreement with the debt holders to extend the terms
thereof.  If we are forced to repay the debt, this need for funds
would have a material adverse impact on our business operations,
financial condition and prospects, would threaten our ability to
operate as a going concern and may force us to seek bankruptcy
protection."

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

                        http://is.gd/23KaR9

                       About Assured Pharmacy

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

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


ATHLON HOLDINGS: Moody's Assigns 'Caa1' Rating to $400MM Sr. Notes
------------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Athlon
Holdings LP; including a B3 Corporate Family Rating, a B3-PD
Probability of Default Rating and a Caa1 rating to the company's
proposed $400 million senior unsecured notes.

Moody's also assigned an SGL-3 Speculative Grade Liquidity Rating
reflecting adequate liquidity. The rating outlook is stable.

Net proceeds from the note offering will be used to pay off
Athlon's existing $125 million second-lien term loan and $190
million revolving credit facility borrowings (~$315 million in
aggregate refinancing), and to make a $75 million cash
distribution to shareholders. Apollo Global Management, LLC -- a
New York based SEC-registered public investment manager, owns 97%
of Athlon, the remaining 3% is owned by Athlon's management.

Assignments:

Issuer: Athlon Holdings LP

  Corporate Family Rating, Assigned B3

  Probability of Default Rating, Assigned B3-PD

  Speculative Grade Liquidity Rating, Assigned SGL-3

  Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD5,
  73%)

Ratings Rationale:

Athlon's B3 Corporate Family Rating reflects its small scale and
geographically concentrated upstream operations relative to higher
rated E&P companies; high leverage in terms of production and
proved developed (PD) reserves; and the significant anticipated
capital expenditures and the resultant negative free cash flow
through 2014. The CFR is supported by Athlon's oil-weighted
production profile (57% oil, 23% NGLs in 2012) in the Permian
Basin -- the largest and most active hydrocarbon basin in the US;
predictable geological risks, long production history and multiple
pay intervals of the Wolfberry play; significant organic growth
prospects through future down-spacing and horizontal drilling; and
the high degree (99%) of operational control over its leasehold
acreages that should help optimize capital allocation, control the
pace of development and manage costs.

The unsecured notes are rated Caa1 reflecting both the overall
probability of default of Athlon, to which Moody's assigns a PDR
of B3-PD, and a loss given default of LGD5 (73%). Athlon's senior
secured borrowing base revolving credit facility has first-lien
claims to substantially all of Athlon's assets, including at least
80% of Athlon's PV-10 value for proved reserves. Given the
priority claim and relatively significant size of the secured
revolver in the liability structure, the unsecured notes are rated
one notch below the B3 CFR under Moody's Loss Given Default
Methodology. The notes could be double notched from the CFR if the
proportion of revolver debt to unsecured notes grew meaningfully
above 1:1.

Athlon should have adequate liquidity to cover its cash needs
through mid-2014 which is captured in the assigned SGL-3 rating.
Proforma for the note issue, debt repayments and cash dividends,
the company had approximately $9 million of cash-on-hand and
significant availability under its borrowing base revolver at
December 31, 2012. Moody's estimates that the borrowing base will
be reduced to approximately $293 million following the note issue,
leaving $246 million of availability. The borrowing base will grow
over time as the company adds more reserves. Athlon will outspend
cash flow through mid-2014, which can be covered with revolver
borrowings. However, additional external funding may be needed
beyond 2014 to maintain current production levels. There is one
financial covenant governing the credit facility - a maximum
Debt/EBITDAX ratio of 4.75x until March 31, 2014, stepping down to
4.5x thereafter. The company should have sufficient head room
under the covenants through mid-2014 based on current capital
spending plans. There are no debt maturities until March 2018 when
the credit facility expires. Substantially all of Athlon's assets,
including 80% of the PV-10 of Athlon's proved reserves, are
pledged as security under the credit facility which limits the
extent to which asset sales could provide a source of additional
liquidity.

The stable outlook assumes Athlon will continue to produce at or
above 10,000 boe/d and manage its drilling program and liquidity
without substantially increasing leverage.

An upgrade is possible if the company can achieve production
volumes approaching 18,000 boe/d while reducing the debt to
average daily production ratio below $35,000 boe/d.

A sustained drop in production or weak liquidity could prompt a
downgrade. If combined cash and revolver availability falls below
$50 million, or debt to average daily production rises
substantially above the $55,000 boe/d level, a downgrade is
likely.

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

Athlon Holdings LP - a Delaware limited partnership, is engaged in
the acquisition, exploration, development and production of oil
and gas in the Permian Basin of West Texas.


ATLANTIC COAST: Incurs $6.6 Million Net Loss in 2012
----------------------------------------------------
Atlantic Coast Financial Corporation filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $6.66 million on $33.50 million of total
interest and dividend income for the year ended Dec. 31, 2012, as
compared with a net loss of $10.28 million on $38.28 million of
total interest and dividend income in 2011.

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

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

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

                        http://is.gd/TgC9Am

                       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.


ATP OIL: Bankruptcy Judge Rips Co. Over Late $3M Royalty Payments
-----------------------------------------------------------------
Jeremy Heallen of BankruptcyLaw360 reported that a Texas
bankruptcy judge on Thursday hammered ATP Oil & Gas Corp. for
defying his order to hand over nearly $3 million in royalty
payments to Macquarie Investments LLC and Keba Energy LLC.

The report related that U.S. Bankruptcy Judge Marvin Isgur told
ATP attorney Randall Rios of Munsch Hardt Kopf & Harr PC he was
"very concerned" about allegations Macquarie and Keba raised in an
emergency motion to compel that ATP refused until late Wednesday
to release $2.9 million in royalty payments the pair of interest
holders were supposed to receive.

                         About ATP Oil

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

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

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

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

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


AXION INTERNATIONAL: Incurs $5.4 Million Net Loss in 2012
---------------------------------------------------------
Axion International Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $5.43 million on $5.34 million of revenue for the
year ended Dec. 31, 2012, as compared with a net loss of $10.96
million on $3.88 million of revenue for the year ended Dec. 31,
2011.

The Company's balance sheet at Dec. 31, 2012, showed $5.86 million
in total assets, $7.91 million in total liabilities, $5.92 million
in temporary equity, and a $7.97 million total stockholders'
deficit.

BDO USA, 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 from operations and has a net
capital deficiency 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/6Sg5zt

                     About Axion International

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


BALDWIN INTERNATIONAL: Case Summary & Creditors List
----------------------------------------------------
Debtor: Baldwin International, Inc.
          aka Baldwin Ace Home Center
              Baldwin Building Material and Hardward
        3736 South Phillips Road
        Lanett, AL 36863

Bankruptcy Case No.: 13-80523

Chapter 11 Petition Date: April 8, 2013

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Opelika)

Judge: William R. Sawyer

Debtor's Counsel: Michael A. Fritz, Sr., Esq.
                  FRITZ HUGHES & HILL, LLC
                  1784 Taliaferro Trail, Suite A
                  Montgomery, AL 36117
                  Tel: (334) 215-4422
                  Fax: (334) 215-4424
                  E-mail: bankruptcy@fritzandhughes.com

Scheduled Assets: $2,266,647

Scheduled Liabilities: $1,129,380

The Company?s list of its nine largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/almb13-80523.pdf

The petition was signed by Cary Baldwin, president.


BANAH INTERNATIONAL: No Decision Yet on Terreno Lease
-----------------------------------------------------
On January 29, 2013 Terreno Realty Corporation filed a one count
eviction action against Banah International Group, its tenant at
10th Avenue located in Hialeah, FL for failure to pay December
2012 and January 2013 rent.

On February 21, 2013 the State Court entered a default judgment
for possession against Banah.  Later that same day, Banah filed a
Chapter 11 bankruptcy petition.  Subsequently, Banah paid rent for
the period February 21, 2013 thru April 30, 2013.  It cannot be
determined currently if Banah will affirm or reject the lease, or
continue to pay rent, in bankruptcy.  Therefore at March 31, 2013
the lease is recorded as month-to-month. Any ultimate recovery of
damages, including past due rent, is undetermined at this time.

The disclosure was made in Terreno's quarterly investment and
operating activity release for the first quarter of 2013, a copy
of which is available for free at http://is.gd/ladsP2

Banah International Group is a privately held corporation
established in Miami, Florida, U.S.A., created as a sister company
to Banah International Group, S.A. located in San Jose, Costa Rica
operating in several businesses since 1994.

Banah International Group filed for Chapter 11 bankruptcy (Bankr.
S.D. Fla. Case No. 13-13954) on Feb. 22, 2013, estimating between
$1 million and $10 million in debt and liabilities.


BANK OF THE CAROLINAS: Incurs $5.5 Million Net Loss in 2012
-----------------------------------------------------------
Bank of the Carolinas Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss available to common stockholders of $5.53 million on
$17.05 million of total interest income for the year ended
Dec. 31, 2012, as compared with a net loss available to common
stockholders of $29.18 million on $20.63 million of total interest
income in 2011.  The Company incurred a net loss available to
common stockholders of $3.56 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $437.39
million in total assets, $428.32 million in total liabilities and
$9.06 million in total stockholders' equity.

Turlington and Company, LLP, in Lexington, 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 credit
losses that have eroded certain regulatory capital ratios.  As of
Dec. 31, 2012, the Company is considered undercapitalized based on
their regulatory capital level.  This raises substantial doubt
about the Company's ability to continue as a going concern.

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

                        http://is.gd/W5SfoC

                     About Bank of the Carolinas

Mocksville, North Carolina-based Bank of the Carolinas Corporation
was formed in 2006 to serve as a holding company for Bank of the
Carolinas.  The Bank's primary market area is in the Piedmont
region of North Carolina.


BBX CAPITAL: Reports $235.7 Million Net Income in 2012
------------------------------------------------------
BBX Capital Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $235.76 million on $21.80 million of interest income for
the year ended Dec. 31, 2012, as compared with a net loss of
$28.74 million on $41.04 million of interest income in 2011.  The
Company incurred a net loss of $143.25 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $470.70
million in total assets, $230.37 million in total liabilities and
$240.32 million in total stockholders' equity.

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

                         http://is.gd/vRDEXR

                      About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

                           *     *     *

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

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


BERNARD L MADOFF: Europe Losers Tell 2nd Circ. Cases Belong in US
-----------------------------------------------------------------
Richard Vanderford of BankruptcyLaw360 reported that European
investors urged the Second Circuit on Friday to let U.S. courts
hear class actions that target Bernard Madoff's Austrian associate
Sonja Kohn, arguing that the Madoff scheme is centered in New
York.

The report related that a federal court in New York is the best
place to try cases against Kohn, lawyers for two European
investors said at oral arguments before a panel of judges in
Manhattan. The investors, the report added, want to overturn a
decision finding European courts to be the best forum for cases
against European feeder funds.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).


BEST UNION: Hires Cushman as Brokers for West Covina Property
-------------------------------------------------------------
The Best Union seeks court permission to employ Cushman &
Wakefield as Brokers for the sale of the property located at 2934
E. Garvey Avenue S, West Covina, CA 91791-1221 and as leasing
agent for the same location.

James McFadden of Cushman & Wakefield will be the representative
assigned to the case.

Based on the Exclusive Sales Agency Contract, Broker's fees are 3%
of total gross sales price, if there is no outside broker
representing the buyer.  In the event there is an outside broker
the Broker's commission shall be 2% with 2% to the outside broker.
The commission shall be earned at the time of closing.

To the best of Debtor's knowledge, the Broker holds no interest
adverse to the estate.

                       About The Best Union

West Covina, California-based, The Best Union LLC, owns properties
in West Covina and Fresno, California.  Bank of China and SPCP
Group V, LLC, have secured claims of $5.888 million and
$2.255 million, respectively.  The West Covina property generated
income of $752,000 last year.  The Fresno property generated
income of $251,000 in 2011.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-32503) on June 28, 2012.  Bankruptcy Judge Peter
Carroll presides over the case.  Mufthiha Sabaratnam, Esq., at
Sabaratnam and Associates represents the Debtor in its
restructuring effort.  The Debtor has scheduled assets of
$11,431,364, and scheduled liabilities of $9,195,179.  The
petition was signed by James Lee, manager.


BEST UNION: Taps Cara Hagan, Hagan Firm as Tenancy Matters Counsel
------------------------------------------------------------------
The Best Union seeks court permission to employ Cara Hagan of
Hagan & Associates as tenancy matters counsel.

The Hagan Firm is composed of attorneys who specialize in the
practice of landlord tenant law.  Ms. Hagan will render commercial
unlawful detainer services as well as judgment collections.

The firm received $1,500 from third party, CKL Investment
Corporation, for services rendered prepetition.  Its customary
hourly fees are:

                 Cara Hagan             $250
                 Associate Attorneys    $250
                 Paralegals              $95

The Hagan Firm does not represent any entity having an adverse
interest to the Debtor in connection with the case.

                       About The Best Union

West Covina, California-based, The Best Union LLC, owns properties
in West Covina and Fresno, California.  Bank of China and SPCP
Group V, LLC, have secured claims of $5.888 million and
$2.255 million, respectively.  The West Covina property generated
income of $752,000 last year.  The Fresno property generated
income of $251,000 in 2011.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-32503) on June 28, 2012.  Bankruptcy Judge Peter
Carroll presides over the case.  Mufthiha Sabaratnam, Esq., at
Sabaratnam and Associates represents the Debtor in its
restructuring effort.  The Debtor has scheduled assets of
$11,431,364, and scheduled liabilities of $9,195,179.  The
petition was signed by James Lee, manager.


BIOFUEL ENERGY: Incurs $46.3 Million Net Loss in 2012
-----------------------------------------------------
Biofuel Energy Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$46.32 million on $463.28 million of net sales for the year ended
Dec. 31, 2012, as compared with a net loss of $10.36 million on
$653.07 million of net sales during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $250.42
million in total assets, $195.31 million in total liabilities and
$55.11 million in total equity.

Grant Thornton LLP, 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 incurred a net loss of $46.3 million during the year
ended Dec. 31, 2012, is in default under the terms of the Senior
Debt Facility, and has ceased operations at its Fairmont ethanol
facility.  These conditions, among other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.

                        Bankruptcy Warning

"Although the Company intends to diligently explore and pursue any
number of strategic alternatives, we cannot assure you that it
will be able to do so on terms acceptable to the Company or to the
lenders under the Senior Debt Facility, if at all.  In addition,
in either the case of a transfer of the assets of the Operating
Subsidiaries to the lenders under the Senior Debt Facility or a
sale of one or both of our plants ...  we cannot assure you as to
what value, if any, may be derived for shareholders of the Company
from such transfer or sale.  The lenders under the Senior Debt
Facility could also elect to exercise their remedies under the
Senior Debt Facility and take possession of their collateral,
which could require us to seek relief through a filing under the
U.S. Bankruptcy Code."

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

                        http://is.gd/IECJMQ

                       About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.


BIOZONE PHARMACEUTICALS: Incurs $7.9 Million Net Loss in 2012
-------------------------------------------------------------
Biozone Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $7.96 million on $17.19 million of sales for the year
ended Dec. 31, 2012, as compared with a net loss of $5.45 million
on $12.60 million of sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $7.23 million
in total assets, $10.82 million in total liabilities and a $3.58
million total shareholders' deficiency.

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

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

                       http://is.gd/GaoIXH

                  About Biozone Pharmaceuticals

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

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

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


BIRDSALL SERVICES: Being Taken Over by Chapter 11 Trustee
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Birdsall Services Group Inc., an indicted New Jersey
engineering firm, is being taken over by a Chapter 11 trustee.

On April 7, the U.S. Trustee filed a motion for appointment of a
trustee. U.S. Bankruptcy Judge Michael B. Kaplan granted the
motion at a hearing April 8 and directed the U.S. Trustee to
appoint a Chapter 11 trustee who supplants management and the
board.  Although none of the incumbent officers are among those
indicted, the U.S. Trustee sought a trustee because the executives
were on board while allegedly criminal activities were taking
place, thus possibly compromising their ability to investigate.

                      About Birdsall Services

Birdsall Services Group Inc., an engineering firm from Eatontown,
New Jersey, filed for Chapter 11 protection (Bankr. D.N.J. Case
No. 13-16743) on March 29, 2013, when the state attorney general
indicted the business and obtained a court order seizing the
assets.

Birdsall was accused by the state of violating laws prohibiting
so-called pay-to-play, where businesses make political
contributions in return for government contracts.  The state
charged that the company arranged for individuals to make
contributions and then reimbursed the employees.  A company
officer pleaded guilty last year to making political contributions
disguised to appear as though made by individuals.

The Chapter 11 petition filed in Trenton, New Jersey, disclosed
assets of $41.6 million and liabilities totaling $27 million.
Debt includes $3.6 million owing to a bank on a secured claim and
$2.4 million in payables to trade suppliers.


BITI LLC: Court Sets May 6 Plan Confirmation Hearing
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
approved the Third Amended Disclosure Statement for Biti, LLC's
Third Amended Chapter 11 Plan of Reorganization dated March 25,
2013.

April 29, 2013, at 5:00 p.m. is fixed as the last day for filing
written acceptances or rejections of the Third Amended Plan, and
is also the deadline for filing and serving written objections to
confirmation of the said Plan.

The hearing on confirmation of the Plan will be held on May 6,
2013, at 1:30 p.m.

According to the Disclosure Statement, the plan of reorganization
of the Debtor is to get the financing to take the condominium
project to permits, at which time it would pay all creditors in
full by, either, selling the project, refinancing by way of
construction loans, or bringing in a new equity partners with new
cash infusion.

Biti has sought authorization from the Court to obtain secured
postpetition financing with superpriority status in the aggregate
amount of $3,500,000 from Bridge Funding Inc.  The Financing is
expected to close within 29 days of the confirmation order
approving the Financing becoming a final order.  The proceeds of
the Financing will constitute the "Funding Pool" which will be
used to fund the Plan.

If, however, the Property has not been sold or a commitment for
refinancing has not been received by the Debtor or a closing with
respect to any of these events has been scheduled by the date
which is 22 months from the Effective Date then the Property will
be scheduled for foreclosure sale by Valley National Bank for a
date which is no later than two years after the Effective Date.
The net proceeds of any foreclosure sale will be deposited into
the Distribution Fund and will be available to pay Class 4 Non-
Insider General Unsecured Claims.

The Allowed Class 1 Secured Claim of Valley National Bank, listed
in the Debtor's Schedules at $6,500,000, will be satisfied by
paying Valley National from the Distribution fund the full amount
of the Debt in Cash on the earlier of (i) the Distribution Date or
(ii) the date of the closing of the sale of the Property.

Non-Insider Unsecured Claims in Class 4 of approximately
$565,849.31, will be paid in cash, in full, on the Distribution
Date together with interest on the Distribution Date from the
Distribution fund.

Holders of Equity Interest in Class 6 will receive no cash
distribution.

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

            http://bankrupt.com/misc/bitillc.doc58.pdf

                          About Biti LLC

Oyster Bay, New York-based Biti LLC filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 12-74810) in New York on Aug. 2, 2012.
The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), scheduled $14,146,612 in assets and $12,900,070 in
liabilities.  The Debtor owns 11.701 acres of property located at
the south side of Skillman Street, west of Bryant Avenue, Village
of Roslyn.

Judge Robert E. Grossman presides over the case.  Ronald M.
Terenzi, Esq., at Stagg, Terenzi, Confusione, & Wabnik LLP, in
Garden City, N.Y., represents the Debtor as counsel.


BLUEGREEN CORP: Reports $50.8 Million Net Income in 2012
--------------------------------------------------------
Bluegreen Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing income of
$50.84 million on $457.66 million of revenue for the year ended
Dec. 31, 2012, as compared with a net loss of $9.56 million on
$403.44 million of revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.07 billion
in total assets, $730.34 million in total liabilities and
$349.29 million in total shareholders' equity.

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

                         http://is.gd/jGPBux

                        About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
S&P's upgrade on Bluegreen reflects the completion of a
$108 million term securitization of timeshare receivables, which
reestablished the company's access to this important source of
financing after a more than two-year absence.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of
Bluegreen Corp. until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


BROADWAY FINANCIAL: Reports $588,000 Net Income in 2012
-------------------------------------------------------
Broadway Financial Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $588,000 on $19.89 million of total interest income for
the year ended Dec. 31, 2012, as compared with a net loss of
$14.25 million on $25.11 million of total interest income during
the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $373.69
million in total assets, $355.68 million in total liabilities and
$18 million in total shareholders' equity.

Crowe Horwath LLP, in Sacramento, 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 a tax sharing liability to its consolidated
subsidiary that exceeds its available cash, the Company is in
default under the terms of a $5 million line of credit with
another financial institution lender in which the stock of its
subsidiary bank, Broadway Federal Bank is held as collateral for
the line of credit and the Company and the Bank are both under
formal regulatory agreements.  Furthermore, the Company and the
Bank are not in compliance with these agreements and the Company's
and the Bank's capital plan that was submitted under the
agreements has been preliminarily approved subject to completion
of its recapitalization.  Failure to comply with these agreements
exposes the Company and the Bank to further regulatory sanctions
that may include placing the Bank into receivership.  These
matters raise substantial doubt about the ability of Broadway
Financial Corporation to continue as a going concern.

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

                        http://is.gd/cEHrIl

                     About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System.  The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.


CAMBRIDGE HEART: Cannot File 2012 Form 10-K for Financial Trouble
-----------------------------------------------------------------
Cambridge Heart, Inc., anticipates that it will be unable to file
its annual report on Form 10-K for the fiscal year ended Dec. 31,
2012, with the Securities and Exchange Commission by April 1,
2013, the date on which that Annual Report is due, as a result of
financial constraints that prohibit the Company from completing
the necessary audit of its financial statements.

Failure to file the Annual Report, if uncured for a period of 10
days, will constitute an event of default under the secured
convertible promissory notes issued and sold by the Company in
various private placements from January through May 2012.  The
Company does not expect to be able to file the Annual Report
within the 10-day cure period.  In addition, the Company failed to
make certain interest payments on the Notes on Dec. 31, 2012, and
March 31, 2013, each of which constituted an event of default
under the Notes.  Pursuant to the terms of the Notes, upon an
event of default that is not cured within the requisite amount of
time, the Note holders will have the right to accelerate the
payment of all amounts of principal and interest due under the
Notes.  For so long as the event of default continues, the Company
will be required to pay interest at the default interest rate of
15% per year.  In addition, failure to file the Annual Report will
require the Company to suspend use of its Registration Statement
on Form S-1 registering the shares of common stock issuable upon
conversion of the Notes and exercise of certain warrants.  If the
use of the Registration Statement is suspended for more than 22
consecutive business days, which the Company believes will be the
case, the Company will be required to pay liquidated damages to
the Note holders in an amount equal to 0.5% of the principal
amount of the outstanding Notes and purchase price of the shares
issuable upon conversion of the Notes and exercise of the Warrants
for each 30 days that the Registration Statement is not effective.
The maximum aggregate amount of liquidated Damages will not exceed
5% of the sum of the Note principal plus aggregate actual Warrant
exercise prices.

In connection with the issuance of the Notes, the Company entered
into a security agreement granting to the Note holders a first
priority security interest in all of the assets of the Company.
Upon an event of default, the Note holders are entitled to
foreclose on the Company's assets pursuant to the security
agreement.

As of April 1, 2013, 100,112,960 shares of the Company's common
stock were outstanding.  On an as-converted basis, the Company has
124,659,416 shares of common stock issued and outstanding,
including 100,112,960 shares of common stock issued, 4,180,602
shares issuable upon conversion of the Series C-1 Convertible
Preferred Stock and 20,365,854 shares issuable upon conversion of
the Series D Convertible Preferred Stock.

                        About Cambridge Heart

Tewksbury, Mass.-based Cambridge Heart, Inc., is engaged in the
research, development and commercialization of products for the
non-invasive diagnosis of cardiac disease.

In its report on the financial statements for the year ended
Dec. 31, 2011, McGladrey & Pullen, LLP, in Boston, Massachusetts,
expressed substantial doubt about Cambridge Heart's ability to
continue as a going concern.  The independent auditors noted that
of the Company's recurring losses, inability to generate positive
cash flows from operations, and liquidity uncertainties from
operations.

The Company reported a net loss of $5.40 million in 2011, compared
with a net loss of $5.17 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.25
million in total assets, $5.51 million in total liabilities,
$12.74 million in convertible preferred stock, and a $17 million
total stockholders' deficit.


CAPITOL CITY: Delays Form 10-K for 2012
---------------------------------------
Capitol City Bancshares, Inc., requests an extension of time to
file its Form 10-K for the period ended Dec. 31, 2012, as it could
not complete the filing of its Form 10-K on or before the
prescribed due date without unreasonable effort.  The Company
needs additional time to complete the compilation, dissemination
and review of the information required to be presented in the Form
10-K.  The Company expects to file its Annual Report on Form 10-K
on or before the fifteenth day following the prescribed due date
for the Company's Form 10-K.

                          About Capitol City

Atlanta, Georgia-based Capitol City Bancshares, Inc., was
incorporated under the laws of the State of Georgia for the
purposes of serving as a bank holding company for Capitol City
Bank and Trust Company.  The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.

The Company's balance sheet at Sept. 30, 2012, showed $294.80
million in total assets, $285.54 million in total liabilities and
$9.26 million in total stockholders' equity.

As reported in the TCR on April 17, 2012, Nichols, Cauley and
Associates, LLC, in Atlanta, Georgia, expressed substantial doubt
about Capital City Bancshares' ability to continue as a going
concern, following the Company's results for the year ended
Dec. 31, 2011.  The independent auditors noted that the Company is
operating under regulatory orders to, among other items, increase
capital and maintain certain levels of minimum capital.  "As of
Dec. 31, 2011, the Company was not in compliance with these
capital requirements.  In addition to its deteriorating capital
position, the Company has suffered significant losses related to
nonperforming assets, has experienced declining levels of liquid
assets, and has significant maturities of liabilities within the
next twelve months."

                      Required Capital Levels

In January 2010, the Bank received a consent order from the
Federal Deposit Insurance Corporation and the Georgia Department
of Banking and Finance.  The Order is a formal corrective action
pursuant to which the Bank has agreed to address specific issues,
through the adoption and implementation of procedures, plan and
policies designed to enhance the safety and soundness of the Bank.

According to the regulatory filing, the Bank has not achieved the
required capital levels mandated by the Order.

"The continuing level of problem loans as of the quarter ended
June 30, 2012, and capital levels continuing to be in the "under
capitalized" category of the regulatory framework for prompt
corrective action as of June 30, 2012, continue to create
substantial doubt about the Company's ability to continue as a
going concern.  There can be no assurance that any capital raising
activities or other measures will allow the Bank to meet the
capital levels required in the Order.  Non-compliance with the
capital requirements of the Order and other provisions of the
Order may cause the Bank to be subject to further enforcement
actions by the FDIC or the Department."


CASEY ANTHONY: Daughter's Death Test Case on Property Rights
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the death of 2-year-old Caylee Marie Anthony is
becoming a test case for the question of whether the story is
property that can be sold by the trustee for the child's bankrupt
mother Casey Marie Anthony.

The report recounts that Ms. Anthony was acquitted of murdering
her daughter by a jury in July 2011.  She filed for Chapter 7
bankruptcy in January.  In March, the bankruptcy trustee began
soliciting offers to sell Casey Anthony's story.  The trustee has
an offer from an individual named James M. Schober, who wants to
buy the rights to preclude Ms. Anthony from "profiting from her
story in the future."  The offer doesn't require Ms. Anthony's
cooperation.

According to the report, Ms. Anthony's lawyers filed papers last
week objecting to the sale and arguing there is no "property" that
can be sold.  They cite Florida law saying that "there is no
cognizable property interest in a book that is not yet written."
They also point to provisions in bankruptcy law saying that income
after filing bankruptcy belongs to the bankrupt.

If he succeeds, bankruptcy trustee Stephen Meininger intends to
sell "exclusive worldwide rights in perpetuity to the
commercialization of Anthony's life story, including her version
of the facts" related to the "disappearance and death of her
daughter."

                     About Casey Anthony

Anthony, 26, was acquitted of murder in July 2011 in the death of
her daughter, Caylee.  She was released from jail several days
later and disappeared from the spotlight.

Anthony filed for Chapter 7 bankruptcy (Bankr. M.D. Fla. Case No.
13-bk-00922) in Tampa, Florida, on Jan. 25, 2013, claiming $1,000
in assets and $792,000 in liabilities, most of those attorney's
fees and costs.

In February, Bankruptcy Judge K. Rodney May ruled against a motion
by Zenaida Gonzalez, who's suing Anthony for defamation, to
relocate the case to Orlando.


CATASYS INC: Incurs $11.6 Million Net Loss in 2012
--------------------------------------------------
Catasys, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$11.64 million on $541,000 of total revenues for the 12 months
ended Dec. 31, 2012, as compared with a net loss of $8.12 million
on $267,000 of total revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $4.93 million
in total assets, $18.69 million in total liabilities and a $13.75
million total stockholders' deficit.

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

                        Bankruptcy Warning

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

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

                         http://is.gd/s8qNh6

                         About Catasys Inc.

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


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

The Company's balance sheet at Dec. 31, 2012, showed $9.12 million
in total assets, $9.22 million in total liabilities and a $107,000
total partners' deficit.

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

                        Bankruptcy Warning

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

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

                        http://is.gd/6Vfv1f

                        About Central Energy

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


CENTRAL EUROPEAN: Finco's 30 Largest Unsecured Creditors
--------------------------------------------------------
CEDC Finance Corporation, LLC, filed with the Bankruptcy Court a
separate list of its Unsecured Creditors Holding the 30 Largest
Unsecured Claims:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Deutsche Bank AG, Filiale        Senior Secured    $380,330,000
London (Indenture Trustee        Notes             Plus
For the 2016 Senior              (Indenture        EUR430,000,000
Secured Notes (Record            Trustee)
Holder))
Attn: Johan De Jong
Global Transaction Banking
10 Bishops Square
London E14 6EG
United Kingdom
Email: Johan.dejong@db.com
Tel: +44(0)207-547-3842
Fax: +44(0)207-547-6732

JPMorgan Chase Bank, NA          Senior Secured    $117,088,000
Attn: Information Services       Notes
14201 Dallas Pkwy I JIP          Record
Dallas, TX 75254                 Holder)
Email: jpmorganinformation.services@jpmorgan.com
       Rebecca.a.barron@jpmorgan.com
       Usso.Proxy.Team@jpmorgan.com
       DRIT@euroclear.com
       Tel: 469-477-5099

JPMorgan Clearing Corp           Senior Secured     $77,037,000
Attn: Paul Romero Zamudio and    Notes
Stephen Maner                    Record
3 Chase Metrotech Center         Holder)
Proxy Dept/NY1-11034
Brooklyn, NY 11245
Email: raul.zamudioromero@jpmorgan.com
       Stephen.d.maner@jpmorgan.com
       Tel: 347-643-2302
       Fax: 347-643-4625

State Street Bank and Trust Co.  Senior Secured     $32,115,000
c/o Corp. Actions & Global       Notes
Services                         (Record
1776 Heritage Dr. Bldg JAB5E     Holder)
No Quincy, MA 02171
E-mail: USCAResearch@statestreet.com
        ProxyOPS@statestreet.com
Tel: 617-985-1136

Credit Suisse Securities         Senior Secured     $21,466,000
(USA) LLC                        Senior Unsecured
Attn: Anthony Milo               Notes (Record
Vice-President                   Holder)
7033 Louis Stephens Dr
Research Triangle Park, NC 27709
Email: Anthony.milo@credit-suisse.com
Tel: 212-538-9651
Fax: 212-322-2512

The Bank of New York Mellon      Senior Secured     $21,202,000
525 William Penn Place           Notes
3rd Floor                        (Record
Pittsburgh, PA 15259             Holder)
Email: pgheventcreation@bnymellon.com
       Michael.kania@bnymellon.com
Tel: 412-236-7827
Fax: 412-234-8430

Citibank NA                      Senior Secured     $20,642,000
Attn: John Andropoli
666 Fifth Ave.
New York, NY 10103
Email: prabha.l.batni@citi.com
       Gts.caec.tpa@citi.com
       Theophilus.chan@citi.com
       John.andropoli@citi.com
Tel: 813-604-1113

Goldman Sachs                    Senior Secured     $14,440,000
Attn: Reorg Department           Notes
30 Hudson Street, 4th Floor      (Record
Jersey City, NJ 07302            Holder)
E-mail: GS-AS-NY-REORG@gs.com
        Newyorkreorg@ny.email.gs.com
Tel: 212-357-6221

Pershing LLC                     Senior Secured     $12,207,000
Attn: Al Hernandez or            Notes
Christopher Vargus               (Record
Corporate Actions                Holder)
1 Pershing Plaza
Jersey City, NJ 09399
Email: AHernandez@pershing.com
       CVArgus@pershing.com
Tel: 201-413-2446
Fax: 201-413-5263

Goldman Sachs                    Senior Secured     $12,207,000
Execution & Clearing             Notes
Attn: Anthony Bruno              (Record
Vice President                   Holder)
Proxy Department
30 Hudson Street
Jersey City, NJ 07302
E-mail: GS-AS-NY-PROXY@gs.com
        Anthony.C.Bruno@gs.com
Tel: 212-357-2134
Fax: 212-256-4020

UBS Securities LLC               Senior Secured     $11,669,000
Attn: Michael Marciano           Notes (Record
480 Washington Blvd.             Holder)
Jersey City, NJ 07310
Email: Gregory.contaldi@ubs.com
       OL-eventmanagement@ubsc.com
Tel: 201-793-6684

Brown Brothers Harriman & Co.    Senior Secured     $11,654,000
Attn: Michael Abbot              Notes
525 Washington Blvd.             (Record
New Port Towers                  Holder)
Jersey City, NJ 07302
Email: Michael.abbott@bbh.com
       Luke.hathaway@bbh.com
       Ernest.chan@bbh.com
Tel: 201-418-5877

The Bank of New York Mellon      Senior Secured      $8,493,000
525 William Penn Place           Notes
3rd Floor                        (Record
Pittsburgh, PA 15259             Holder)
Email: pgheventcreation@bnymellon.com
       Beth.stiffler@bnymellon.com
Tel: 412-236-7827
Fax: 412-234-8430

Northern Trust Company           Senior Secured      $7,312,000
Attn: Robert Valentin            Notes
801 S Canal C-IN                 (Record
Chicago, IL 60607                Holder)
Email: Rov@ntrs.com
       Cs_notifications@ntrs.com
Tel: 312-557-8666

Goldman Sachs Bank USA           Senior Secured      $3,206,000
Attn: Patricia Baldwin           Notes (Record
One New York Plaza               Holder)
45th Floor
New York, NY 10004
Tel: 212-902-0321
Fax: 212-902-1431

Barclays Capital Inc.            Senior Secured      $3,000,000
Attn: John Clifford              Notes
222 Broadway                     (Record
New York, NY 10038               Holder)
Email: NYcorpactions@barclays.com
       NYVoluntary@barclays.com
Tel: 201-419-8119

Barclays Capital Inc.            Senior Secured      $1,984,000
Attn: Asset Services/Corporate   Notes
Actions                          (Record
70 Hudson Street, Level 7        Holder)
Jersey City, NJ 07302
Email: NYVoluntary@barclays.com
       NYCorpactions@barclays.com
Tel: 201-419-8119

Deutsche Bank                    Senior Secured      $1,000,000
Securities Inc.                  Notes
Attn: Joe Varga                  (Record
Corporate Actions                Holder)
5022 Gate Parkway Suite 200
Jacksonville, FL 32256
Email: Sara.Batten@db.com
       Willie.Obregon@db.com
       US.Eventmanagement@db.com
       Jaxca.Notifications@db.com
       ASUAnnouncements.americas@db.com
Tel: 904-527-6351
Fax: 904-527-6338

Morgan Stanley & Co. LLC         Senior Secured      $1,000,000
Attn: Class Actions              Notes
1300 Thames Street Wharf         (Record
7th Floor                        Holder)
Baltimore, MD 21231
Email: psclassact@morganstanley.com
Tel: 443-627-6835

Wells Fargo Securities LLC       Senior Secured      $1,000,000
Attn: Sean Flynn                 Notes
Corp Actions                     (Record
301 South Tryon St.              Holder)
Charlotte, NC 28282
E-mail: sean.flynn@wellsfargo.com
        Bobby.matera@wachovia.com
Tel: 704-383-8541
Fax: 704-427-5440

Citigroup Global Markets Inc.    Senior Secured        $970,000
Attn: Miguel Minguez             Notes
111 Wall Street                  (Record
21st Floor                       Holder)
New York, NY 10005
Email: Miguel.m.minguez@citi.com
Tel: 212-657-0434

Merrill Lynch Pierce Fenner      Senior Secured        $550,000
& Smith Inc.                     Notes
c/o Bank of America              (Record
Attn: Catherine Changco          Holder)
4804 Deer Lake Dr. E
Mail Code: FL9-803-04-04
Jacksonville, FL 32246
Email: Catherine.changco@baml.com
       CPActionslitigation@ml.com
Tel: 904-418-5452

The Bank of New York Mellon      Senior Secured        $200,000
525 William Penn Place           Senior Unsecured
3rd Floor                        Notes (Record
Pittsburgh, PA 15259             Holder)
Email: pgheventcreation@bnymellon.com
       Michael.kania@bnymellon.com

Oppenheimer & Co. Inc.           Senior Secured        $150,000
Email: oscar.mazario@opco.com    Notes (Record
       David.forster@opco.com    Holder)
       Anthony.roye@opco.com

National Financial Services LLC  Senior Secured        $100,000
Email: reorganization@fmr.com    Notes (Record
                                 Holder)

Stockcross Financial             Senior Secured        $100,000
Services Inc.                    Notes (Record
Email:                           Holder)
Eleanor.pimentel@stockcross.com
Diane.tobey@stockcross.com

BMO Harris Bank NA/              Senior Secured         $10,000
M&I Trust                        Notes (Record
Email:                           Holder
corporate.actions@micorp.com

CEDC FinCo estimated $500 million to $1 billion in both assets and
liabilities.


CENTRAL FEDERAL: Incurs $3.7 Million Net Loss in 2012
-----------------------------------------------------
Central Federal Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $3.76 million on $7.26 million of interest and
dividend income for the year ended Dec. 31, 2012, as compared with
a net loss of $5.42 million on $9.65 million of interest and
dividend income in 2011.  The Company incurred a net loss of $6.87
million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $215.03
million in total assets, $191.39 million in total liabilities and
$23.64 million in total stockholders' equity.

Crowe Horwath LLP, in Cleveland, Ohio, did not issue a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors,
however, noted that the Company and its wholly owned subsidiary
(CF Bank) are currently operating under Regulatory Orders that
require, among other items, higher levels of regulatory capital at
CFBank and restrictions on the ability to pay dividends.  Failure
to comply with these regulatory orders could subject the Company
to additional enforcement actions.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Crowe Horwath LLP, in
Cleveland, Ohio, expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company's auditors
noted that the Holding Company and its wholly owned subsidiary
(CFBank) are operating under regulatory orders that require among
other items, higher levels of regulatory capital at CFBank.  The
Company has suffered significant recurring net losses, primarily
from higher provisions for loan losses and expenses associated
with the administration and disposition of nonperforming assets at
CFBank.  These losses have adversely impacted capital at CFBank
and liquidity at the Holding Company.  At Dec. 31, 2011,
regulatory capital at CFBank was below the amount specified in the
regulatory order.  Failure to raise capital to the amount
specified in the regulatory order and otherwise comply with the
regulatory orders may result in additional enforcement actions or
receivership of CFBank.

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

                        http://is.gd/gWr9lf

                        New CFO Appointment

Central Federal announced the appointment of John W. Helmsdoerfer
Jr. as Chief Financial Officer, Executive Vice President and
Treasurer of the Central Federal Corporation and CFBank.

Mr. Helmsdoerfer has been engaged in the financial industry for
over 30 years since graduating Cum Laude from Miami University in
1980.  He is also a Certified Public Accountant and a member of
the American Institute of Certified Public Accountants and Ohio
Society of CPA's.

Mr. Helmsdoerfer brings to CFBank a successful track record of
managing growth, being a key player in mergers and acquisitions,
and in achieving productivity improvements.

Tim O'Dell, CEO, added, "We are enthused to have John Helmsdoerfer
join CFBank and Central Federal Corporation.  John has deep
financial services experience and background, which will enable
him to be a strong contributor to the growth and expansion of
CFBank and Central Federal Corporation.  John's business
background and business connections will be an asset in helping us
to ensure the success and profitable growth of CFBank."

Mr. Helmsdoerfer was awarded 30,000 shares of incentive stock
options under the Company's Equity Compensation Program.

                        About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.


CEREPLAST INC: Delays Form 10-K for 2012
----------------------------------------
Cereplast, Inc., notified the U.S. Securities and Exchange
Commission it will be delayed in filing its annual report on Form
10-K for the period ended Dec. 31, 2012.  The compilation,
dissemination and review of the information required to be
presented in the Form 10-K for the relevant period has imposed
time constraints that have rendered timely filing of the Form 10-K
impracticable without undue hardship and expense to the Company.
The Company undertakes the responsibility to file that report no
later than 15 days after its original prescribed due date.

                          About Cereplast

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

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

                         Bankruptcy Warning

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

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

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

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

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

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

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

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

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

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

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


CHINA DU KANG: Delays Form 10-K for 2012
----------------------------------------
China Du Kang Co., Ltd., is still awaiting its independent auditor
to complete its audit in order to prepare Form 10-K.  For this
reason, the Company requires additional time in order to prepare
and file its annual report on Form 10-K for the fiscal year ended
Dec. 31, 2012.

The Company does not expect significant changes in its results of
operations and earnings from the corresponding period ended
Dec. 31, 2011.

                        About China Du Kang

Headquartered in Xi'an, Shaanxi, in the PRC, China Du Kang Co.,
Ltd., was incorporated as U.S. Power Systems, Inc., in the State
of Nevada on Jan. 16, 1987.  The Company is principally engaged in
the business of production and distribution of distilled spirit
with the brand name of "Baishui Dukang".  The Company also
licenses the brand name to other liquor manufactures and liquor
stores.

After auditing the 2011 financial statements, Keith K. Zhen, CPA,
in Brooklyn, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the company incurred an operating loss for
each of the years in the two-year period ended  Dec. 31, 2011, and
as of Dec. 31, 2011, had an accumulated deficit.

The Company's balance sheet at Sept. 30, 2012, showed $18.87
million in total assets, $8.67 million in total liabilities and
$10.20 million in total shareholders' equity.


CHINA TELETECH: Delays Form 10-K for 2012
-----------------------------------------
China Teletech Holding, Inc., was unable, without unreasonable
effort or expense, to file its annual report on Form 10-K for the
year ended Dec. 31, 2012, by the April 1, 2013, filing date
applicable to smaller reporting companies due to a delay
experienced by the Company in completing its financial statements
and other disclosures in the Annual Report.  As a result, the
Company is still in the process of compiling required information
to complete the Annual Report and its independent registered
public accounting firm requires additional time to complete its
review of the financial statements for the year ended Dec. 31,
2012, to be incorporated in the Annual Report.  The Company
anticipates that it will file the Annual Report no later than the
15th calendar day following the prescribed filing date.

                        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.

Samuel H. Wong & Co., LLP, in San Mateo, Calif., expressed
substantial doubt about Guangzhou Global's ability to continue as
a going concern, following the Company's results for the year
ended Dec. 31, 2011.  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.

The Company's balance sheet at Sept. 30, 2012, showed $4.3 million
in total assets, $2.4 million in total liabilities, and
stockholders' equity of $1.9 million.


CHURCH STREET: Plan Effective Date Announced
--------------------------------------------
The Effective Date of the Second Amended Joint Plan of
Reorganization proposed by CS DIP, LLC, f/k/a Church Street Health
Management, LLC, and its debtor affiliates and the Official
Committee of Unsecured Creditors, occurred on April 15, 2013,
according to a notice filed with the U.S. Bankruptcy Court for the
Middle District of Tennessee.

The deadline to file administrative expense claims, general
unsecured claims or priority claims against the Debtors is
June 14, 2013.  The deadline to file professional fee claims,
applications for payment of administrative expenses for
professional services rendered and reimbursement of expenses
through April 15, 2013, must be filed with the Bankruptcy Court no
later than May 15, 2013.

Pursuant to the Plan, as of the Effective Date, all property of
the Debtors' estates will vest in each of the Post-Confirmation
Debtors and the Initial Trust Assets will be transferred to the
Liquidating Trust.  Before the confirmation hearing, the Plan was
amended to resolve potential objections to confirmation of
National Union Fire Insurance Company of Pittsburgh, Pa., and
Continental Casualty Company.  The Court also overruled the
objection filed by CSHM LLC after finding it to be without merit.

The Debtor, now called CS DIP LLC, sold the business to first-lien
lenders in exchange for $25 million in debt.  Unsecured creditors
were told they would recover less than 1 percent on their claims.
The plan creates a structure for former patients to recover from
insurance coverage should there be a settlement in class-action
lawsuits.  The provider of malpractice insurance is denying
responsibility for covering the claims.

                       About Church Street

Church Street Health Management, LLC, which provided management
services for 67 dental practices in 22 states, filed a Chapter 11
petition (Bankr. M.D. Tenn. Case No. 12-01573) in Nashville,
Tennessee, on Feb. 20, 2012.

The following day, four affiliates, Small Smiles Holding Company,
LLC, Forba NY, LLC, EEHC, Inc., and Forba Services, LLC, filed
their Chapter 11 petitions (Case Nos. 12-01574 to 12-01577).

As of the Petition Date, the Debtors' assets have book value of
$895 million, with debt totaling $303 million.  There is about
$131.5 million owing on first-lien obligations, plus $25.6 million
on a second-lien obligation. There is an additional $152 million
on three subordinated debts.  The company's finances are
structured to comply with Islamic Shariah financing regulations.

In the Chapter 11 cases, the Debtors have engaged Waller Lansden
Dortch & Davis, LLP as bankruptcy counsel, and Alvarez & Marsal
Healthcare Industry Group, LLC, as financial and restructuring
advisor.  Martin McGahan, a managing director at A&M, will serve
as chief restructuring officer of Church Street.  Morgan Joseph
TriArtisan, LLC, is the investment banker.  Garden City Group is
the claims and notice agent.

Garrison Investment Group is providing funding for the Chapter 11
case.  The credit agreement will provide the Debtor with up to an
aggregate principal amount of $12 million in a revolving credit
facility.

Church Street Health Management LLC changed its name as a result
of the sale of the business to existing first-lien lenders in
exchange for $25 million in debt.  The new name for the company in
Chapter 11 is CS DIP LLC.

The U.S. Trustee for Region 8 removed two creditors from the
Official Unsecured Creditors Committee.  Through the sale of
assets approved by the Court, these two members no longer have
debts against the Debtors.  The Committee tapped Gilbert LLP as
special insurance and mass tort counsel.


CICERO INC: Delays Form 10-K for 2012
-------------------------------------
Cicero Inc. notified the U.S. Securities and Exchange Commission
it will be delayed in filing its annual report on Form 10-K for
the period ended Dec. 31, 2012.  The Company said the compilation,
verification and review by its independent auditors of the
information required to be presented in the Form 10-K has required
additional time rendering timely filing of the Form 10-K
impracticable without undue hardship and expense to the Company.

The Company reported revenues of $3.3 million and a net loss of
$3 million for the fiscal year ended Dec. 31, 2011, respectively,
and expects to report revenues of approximately $6 million and a
net loss of approximately $0.2 million for the fiscal year ended
Dec. 31, 2012, respectively.  However, the Company cannot provide
assurance that the final amounts will not be different than the
amounts indicated pending the verification of all information
required to be presented in the Form 10-K.

                         About Cicero Inc.

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

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

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

The Company reported a net loss of $2.97 million in 2011,
compared with a net loss of $459,000 in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $3.52
million in total assets, $8.94 million in total liabilities and a
$5.42 million total stockholders' deficit.


CLEAR CHANNEL: Lawsuit Settlement No Impact on Fitch's 'CCC' IDR
----------------------------------------------------------------
Fitch Ratings' Issuer Default Ratings (IDR) of Channel
Communications, Inc., 'CCC' and Clear Channel Worldwide Holdings,
Inc., 'B', are unaffected by the proposed settlement of the
shareholder lawsuit on transfer of funds between Clear Channel
Outdoor Holdings and Clear Channel.

If approved by the Delaware Court of Chancery, within 30 days CCOH
would demand payment of $200 million under the Revolving
Promissory Note between Clear Channel and CCOH. Simultaneously,
CCOH would declare a $200 million dividend (to be paid on the date
the demand payment is made). Approximately $178 million of the
dividend would be received by Clear Channel, with the remaining
$22 million going to CCOH's other shareholders. The public leakage
of the dividend is small and can be handled with current
liquidity.

The settlement also includes an amendment to the interest payable
under the Revolving Promissory Note, whereby the interest rate
would adjust under certain circumstances, and establishes a
committee of the board to monitor the Revolving Promissory Note.

At Dec. 31, 2012, Clear Channel had $663 million of cash,
excluding $562 million of cash held at CCOH. There is $729 million
of CCOH funds swept to Clear Channel for cash management purposes.
Clear Channel can access these funds and use them at its
discretion, although they are due to CCOH on demand.

Backup liquidity consists of a $535 million (subject to a
borrowing base) ABL facility, $270 million outstanding as of Feb.
28, 2013. The ABL facility matures in December 2017 and is subject
to springing maturities. The ABL facility maturity date would be
October 2015 if more than $500 million is outstanding under the
term loan credit facilities; May 2016 if more than $500 million in
aggregate is outstanding under the 10.75% senior cash pay notes
due 2016 and 11.00%/11.75% senior toggle notes due 2016; and in
the event that any of the afore mentioned debt is amended or
refinanced to a maturity date that is before December 2017 and an
aggregate amount of $500 million is outstanding, the maturity of
the ABL facility will be one day prior to the maturity date of
such debt. The ABL facility is subject to an undisclosed borrowing
base; $321 million outstanding at first quarter 2011, the last
reported date before the facility was repaid.

Fitch expects annual free cash flow (FCF) of approximately $100
million in 2013. Substantially all FCF comes from CCOH. The
company's next material maturity is Clear Channel's $461 million
of legacy notes.

The bank debt and PGNs are secured by the capital stock of Clear
Channel, Clear Channel's non-broadcasting assets (non-principal
property), and a second priority lien on the broadcasting
receivables that securitize the ABL facility.

The bank debt and secured notes are guaranteed on a senior basis
by Clear Channel Capital I, Inc. (holding company of Clear
Channel), and by Clear Channel's wholly owned domestic
subsidiaries. There is no guarantee from CCOH or its subsidiaries.
The leveraged buyout (LBO) notes benefit from a guarantee from the
same entities, although it is contractually subordinated to the
secured debt guarantees. The legacy notes are not guaranteed.

Clear Channel's Recovery Ratings reflect Fitch's expectation that
the enterprise value of the company will be maximized in a
restructuring scenario (going concern), rather than a liquidation.
Fitch employs a 6x distressed enterprise value multiple reflecting
the value of the company's radio broadcasting licenses in top U.S.
markets. Fitch applies a 20% discount to Radio EBITDA. Fitch
assumes that Clear Channel has maximized the debt-funded dividends
from CCOH and used the proceeds to repay bank debt. Additionally,
Fitch assumes that Clear Channel would receive 89% of the value of
a sale of CCOH after the CCOH creditors had been repaid. Fitch
estimates the adjusted distressed enterprise valuation in
restructuring to be approximately $7 billion.

The 'CCC' rating for the bank debt and secured notes reflects
Fitch's belief that although the current recovery expectations are
near the bottom of the 'RR3' (51%-70%) range, an 'RR4' (31%-50%)
rating is appropriate given the complexity and uncertainty of the
situation, and the proportion of secured debt in the capital
structure. Fitch expects no recovery for the senior unsecured
legacy notes and LBO notes due to their position below the banks
in the capital structure, and they are assigned 'RR6'. However,
Fitch rates the LBO notes 'CC' and the legacy notes 'C', given the
formers' receipt of a subordinated guarantee and the latters' lack
thereof.

CCOH's Recovery Ratings also reflect Fitch's expectation that
enterprise value would be maximized as a going concern. Fitch
stresses outdoor EBITDA by 15%, to approximately the level where
the company could not cover its fixed charges, and applies a 7x
valuation multiple. Fitch estimates the enterprise value would be
$3.9 billion. This indicates 100% recovery for the unsecured
notes. However, Fitch notches the debt up only two notches from
the IDR given the unsecured nature of the debt. In Fitch's
analysis, the subordinated notes recover 36%, indicating 'RR4' and
no notching from the IDR. There is little flexibility within the
'RR3' rating category in Fitch's view, and incremental debt could
result in a downgrade of these notes.

Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2016
(approximately $10 billion); the considerable and growing interest
burden that pressures FCF; technological threats and secular
pressures in radio broadcasting; and the company's exposure to
cyclical advertising revenue. The ratings are supported by the
company's leading position in both the outdoor and radio
industries, as well as the positive fundamentals and digital
opportunities in the outdoor advertising space.

Fitch estimates that total leverage was 11.4x at Dec. 31, 2012,
with secured leverage of 7.1x. Fitch does not expect a material
amount of total debt reduction over the next several years, given
minimal consolidated FCF. Instead, Fitch expects the company to
continue to focus on chipping away at its term loans via issuance
at Clear Channel and CCOH.

Pro forma for the new PGN issuance consolidated debt is $21.1
billion. Debt held at Clear Channel was $16.2 billion and
consisted primarily of:

-- $8.2 billion secured term loans (B and C) maturing
   January 2016;

-- $4.3 billion secured PGNs, maturing 2019-2021;

-- $270 million ABL facility;

-- $796 million senior unsecured 10.75% cash pay notes, maturing
   August 2016;

-- $830 million senior unsecured 11%/11.75% PIK toggle notes,
   maturing August 2016;

-- $1.4 billion senior unsecured legacy notes, with maturities of
   2014-2027.

Rating Sensitivities:

Positive: Positive rating actions could result from a material
reduction in secured leverage, as well as agreements with the term
loan holders to extend a substantially larger portion of its term
loan maturities long enough that Fitch believes the company will
be better able to address them via a combination of cash payments,
public debt, and refinancing of bank loans.

Negative: A downgrade could result from prolonged consolidated
cash burn, which would reduce Clear Channel's ability to fund
near-term maturities. Additionally, cyclical or secular pressures
on operating results that further weaken credit metrics, reducing
the potential for refinancing/extension, could result in negative
rating pressure. Lastly, indications that a DDE is probable in the
near term would also drive a downgrade.

Fitch currently rates Clear Channel and its subsidiary as follows:

Clear Channel
-- Long-term IDR 'CCC';
-- Senior secured term loans and senior secured revolving credit
   facility (RCF) 'CCC/RR4';
-- Senior secured priority guarantee notes 'CCC/RR4';
-- Senior unsecured LBO notes 'CC/RR6';
-- Senior unsecured legacy notes 'C/RR6'.

Clear Channel Worldwide Holdings, Inc.
-- Long-term IDR at 'B';
-- Senior unsecured notes 'BB-/RR2';
-- Senior subordinated notes 'B/RR4'.

The Rating Outlook is Stable.


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

"We could raise the ratings if Sprint Nextel is successful in its
bid to acquire the remaining stake in Clearwire," said Standard &
Poor's credit analyst Allyn Arden.  Sprint Nextel signed an
agreement to sell a 70% stake in the company to SoftBank, which
will include an $8 billion cash infusion.

S&P believes that Clearwire has some degree of strategic
importance to SoftBank given that Clearwire is building a wireless
network using a technology known as Time Division-Long-Term
Evolution (TD-LTE) in the 2.5 GHz frequency band, which is
compatible with SoftBank's TD-LTE network in Japan.  S&P believes
Clearwire's large spectrum position in frequencies similar to that
of Softbank's will have some potential value for Softbank in
equipment and technology development.  Additionally, a Sprint-
Clearwire combination could help improve the ecosystem for
wireless devices on a TD-LTE network, potentially reducing related
handset costs for Softbank.

While satellite-TV provider DISH has made a competing offer to
purchase Clearwire spectrum and equity in two stages, S&P believes
that there are significant hurdles for DISH to overcome in its
bid.  Under the current merger agreement with Sprint Nextel to buy
the remaining stake, Clearwire is prohibited from selling spectrum
assets without Sprint Nextel's consent.  The equity holders'
agreement further places constraints on a spectrum sale and Sprint
Nextel can block a change of control since that would require
consent from 75% of the outstanding shareholders.

Standard & Poor's will continue to monitor Sprint Nextel's
progress toward acquiring Clearwire as well as any developments on
DISH's competing bid for Clearwire.  S&P could raise or affirm the
ratings on Clearwire if an acquisition by either Sprint Nextel or
DISH is completed, although S&P thinks an outright DISH
acquisition is very unlikely to occur.  S&P believes an upgrade of
Clearwire would likely be limited to one notch absent a debt
guarantee, although this would also depend on S&P's view of the
strategic importance of Clearwire to Sprint Nextel and SoftBank,
and to what extent Clearwire's operations would be integrated with
Sprint Nextel's network.


COATES INTERNATIONAL: Delays Form 10-K for 2012
-----------------------------------------------
Coates International, Ltd., has only three senior executives and
has been occupied in extensive efforts to raise additional working
capital, negotiate licensing agreements for the rights to critical
technology and finalize various other business arrangements.  All
of these efforts have made it impractical for the Company to
finalize these arrangements, arrange for the directors to consider
all of these matters and complete the Form 10-K for the period
ended Dec. 31, 2012, on a timely basis. The Company expects to
timely file its Form 10-K within the prescribed fifteen day
extension period.

For the year ended Dec. 31, 2012, the Company expects to incur a
net loss of ($4,530,000) compared with a net loss of ($2,992,000)
for the corresponding period in 2011.  The net loss in 2012 is
expected to increase by $1,538,000, primarily as a result of an
increase in non-cash stock-based compensation expense of
$1,357,000 resulting from higher stock awards to George J. Coates
under an anti-dilution arrangement and a write-down of inventory
in 2012 for slow-moving and obsolete items of $236,000.

A substantial portion of the losses for the years ended Dec. 31,
2012, and 2011 were comprised of non-cash expenses.  Cash used by
operations is expected to be approximately ($1,108,000) in 2012
compared with ($1,338,000) in 2011.

                   About Coates International

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

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

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Meyler & Company,
LLC, in Middletown, New Jersey, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company continues to have
negative cash flows from operations, recurring losses from
operations, and a stockholders' deficiency.

The Company's balance sheet at Sept. 30, 2012, showed $2.69
million in total assets, $4.51 million in total liabilities and a
$1.82 million total stockholders' deficiency.


COMMUNICATION INTELLIGENCE: Incurs $3 Million Net Loss in 2012
--------------------------------------------------------------
Communication Intelligence Corporation filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $3.11 million on $2.37 million of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$4.50 million on $1.54 million of revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.97 million
in total assets, $1.58 million in total liabilities and $1.38
million in total stockholders' equity.

PMB Helin Donovan, LLP, in San Francisco, CA, 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 significant recurring losses and accumulated
deficit 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/QVEY6l

                 About Communication Intelligence

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


COMMUNITY FINANCIAL: SBAV LP Holds 24.3% Stake as of March 28
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, SBAV LP and its affiliates disclosed that, as
of March 28, 2013, they beneficially own 1,943,781 shares of
common stock of Community Financial Shares, Inc., representing
24.33% of the shares outstanding.  SBAV previously reported
beneficial ownership of 6,286,100 common shares or a 53.06% as of
Dec. 21, 2012.  A copy of the amended filing is available at:

                        http://is.gd/l4ZgEa

                    About Community Financial

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

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

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

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


COMPASS GROUP: S&P Keeps BB- Secured Rating on Term Loan Due 2017
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its senior secured
debt ratings on Westport, Conn.-based Compass Group Diversified
Holdings LLC's existing term loan due 2017, which was recently
upsized by $30 million, is unchanged at 'BB-' (the same as the
corporate credit rating on Compass), with a recovery rating of
'4', indicating S&P's expectation of average (30% to 50%) recovery
in the event of a payment default.  Outstanding borrowings under
the upsized term loan now total $281.9 million.

The rating on the company's $290 million first-out revolving
credit facility due April 2017 (under amended terms, the revolver
maturity was extended six months) remains 'BB+' (two notches above
the corporate credit rating), with a recovery rating of '1',
indicating S&P's expectation of very high (90% to 100%) recovery
in the event of a payment default.  S&P expects proceeds from the
add-on term loan will be used primarily to repay outstanding
revolver borrowings.  The company also repriced its existing
credit facilities at lower interest rates.

S&P's corporate credit rating on Compass remains 'BB-'.  The
outlook is stable.  The ratings reflect Standard & Poor's
expectation for the company to continue executing a business
strategy of owning a portfolio of companies that operate within
niche, specialized industries and thus a "weak" business profile.
S&P considers the company's financial risk profile to be
"significant," which incorporates its view that Compass' financial
policy will continue to be aggressive based on its track record of
rewarding shareholders and its acquisitive growth strategy.
Specifically, S&P's view of financial policy considers its
uncertainty regarding the timing, magnitude, financing, and
profitability of future acquisitions; compensation structures for
senior executives involved in acquiring and managing portfolio
businesses; and a high dividend payout that has resulted in
negative discretionary cash flow.  Therefore, despite S&P's
expectation for credit measures to remain strong relative to its
indicative ratios for a "significant" financial risk descriptor
(i.e., a funds from operations [FFO] to total debt ratio of 20%-
30% and an adjusted leverage ratio of 3x-4x), S&P believes this
classification is appropriate.

RATINGS LIST

Compass Group Diversified Holdings LLC

Corporate credit rating                   BB-/Stable/--

Senior secured
  $290 mil. revolver due 2017              BB+
    Recovery rating                        1
  $285 mil. term loan due 2017             BB-
    Recovery rating                        4


COMPETITIVE TECHNOLOGIES: Delays Form 10-K for 2012
---------------------------------------------------
Competitive Technologies, Inc., has experienced delays in
completing its financial statements for the fiscal year ended
Dec. 31, 2012.  As a result, the registrant is delayed in filing
its Form 10-K for the year then ended.

                   About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

After auditing the 2011 results, Mayer Hoffman McCann CPAs, in New
York, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred operating losses since fiscal year 2006.

The Company reported a net loss of $3.59 million in 2011.  The
Company reported a net loss of $2.40 million on $163,993 of
product sales for the five months ended Dec. 31, 2010.

The Company's balance sheet at Sept. 30, 2012, showed $4.70
million in total assets, $8.06 million in total liabilities and a
$3.35 million total shareholders' deficit.

"The Company incurred operating losses for the past six quarters,
having produced marginal net income in the first quarter of 2011,
after having incurred operating losses each quarter since fiscal
2006.  The Company has taken steps to significantly reduce its
operating expenses going forward and expects revenue from sales of
Calmare medical devices to grow.  However, even at the reduced
spending levels, should the anticipated increase in revenue from
sales of Calmare devices not occur the Company may not have
sufficient cash flow to fund operating expenses beyond the first
quarter of calendar 2013.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern,"
the Company said in its quarterly report for the period ended
Sept. 30, 2012.


COMPLETE PROPERTY: Summary Judgment Bids in Goeller Suit Denied
---------------------------------------------------------------
In a tax refund lawsuit captioned ROBERT F. GOELLER AND JEANETTE
M. GOELLER, Plaintiffs, v. THE UNITED STATES, Defendant, Case
No. 10-731T, the plaintiffs claim a deduction under section
165(c)(3) of the Internal Revenue Code for their 2004 taxable
year.  They assert that officials of Complete Property Resources
(CPR), a real estate business, misappropriated funds that they had
invested in that firm, thereby causing a "theft" loss.  Based on
this alleged loss, plaintiffs also seek refunds for 2001, 2002,
and 2003, due to loss carrybacks under section 172 of the Code.

CPR was the trade name for several Columbus, Ohio-based companies
engaged in the business of buying and selling residential real
estate from 1992 through at least 2004.  CPR was financed by
private investment; it issued promissory notes to private lenders
that were secured by mortgages on CPR properties.  CPR also
offered "tandem investments," whereby an investor "purchased" a
CPR property by making a capital contribution to CPR of 20% of the
purchase price and taking out a loan for the remainder.

On August 15, 2006, CPR and its affiliated entities filed
voluntary Chapter 11 bankruptcy petitions in the U.S. Bankruptcy
Court for the Southern District of Ohio.

On October 28, 2010, the plaintiffs instituted their complaint.
Following discovery, on January 27, 2012, the defendant filed its
motion for summary judgment, and, on March 14, 2012, the
plaintiffs filed their cross-motion for summary judgment.

In a March 20, 2013 opinion, the U.S. Court of Federal Claims said
that, to determine whether the plaintiffs are entitled to the
theft loss deduction they claim under section 165(c)(3) of the
Code, the court must answer four subsidiary questions: (i) whether
the conduct of the CPR officials in question constituted a theft
within the meaning of that provision; (ii) whether the theft loss,
if any, was discovered by plaintiffs in 2004, the year the
deduction is claimed; (iii) whether, in 2004, there was still a
reasonable prospect of recovering the funds lost; and (iv) the
amount of the theft loss, if any.

Judge Francis M. Allegra opined, "A careful review of the briefs
on the pending cross-motions for summary judgment indicates that
underlying each of these questions are a host of genuine issues of
material fact that preclude this court from entering summary
judgment as to any of these issues. Rather, it would appear that
these questions -- involving that nature of CPR's conduct, what
plaintiffs knew and when, and the quantum of the deduction, if
any, that should be allowed -- are suitable only for resolution at
trial.

Accordingly, Judge Allegra denied the defendant's motion for
summary judgment and the plaintiffs' cross-motion for summary
judgment.

The parties were ordered to file by March 29 a joint status report
proposing a trial date and trial location, estimating the length
of trial, and proposing a schedule for pretrial filings.  Before
filing the report, the parties were directed to have at least one
serious discussion regarding settling this matter.

A copy of Judge Allegra's March 20 Opinion is available at
http://is.gd/NYq2cJfrom Leagle.com.


CONSOLIDATED MERIDIAN FUNDS: Moss Adams Found in Contempt
---------------------------------------------------------
Eagan Avenatti, LLP on April 8 disclosed that audit firm Moss
Adams, LLP has been found in contempt of court by a Seattle
federal judge for failure to turn over evidence in the Northwest's
largest ever Ponzi scheme case.  In a 24 page written opinion
issued on April 5, the Honorable Karen A. Overstreet, Bankruptcy
Judge, issued detailed findings concerning the firm's failure to
timely produce and preserve evidence, as well as the improper
conduct of its General Counsel, Scott Kallander, and outside
counsel, Kelly Corr of Corr Cronin Michelson Baumgardner & Preece
LLP.  The Court also ordered sanctions for the misconduct, which
are expected to be well in excess of $250,000.

In its decision, the Court determined that Moss Adams and its
counsel had misled Mr. Mark Calvert, the Bankruptcy Trustee
seeking to recover money for investors, into believing that all
evidence had been produced: "Moss Adams and its counsel repeatedly
assured the Trustee and his counsel that all documents . . . had
been produced, despite the fact that such assurances were
incorrect."  The Court went on to find that Moss Adams had failed
to preserve e-mails relating to the Ponzi scheme and that there is
no way to know how many Moss Adams' emails "have now been
destroyed."

"A finding of contempt is unusual but entirely appropriate in this
case," stated attorney Michael Avenatti of Eagan Avenatti, LLP, a
law firm representing Calvert and the investors.  "Moss Adams and
Mr. Kallander failed to produce evidence, allowed other evidence
to be destroyed and then attempted to cover it all up. Thankfully,
the Court exposed the truth."

The case stems from what is believed to be the Northwest's largest
Ponzi scheme in history.  In re Consolidated Meridian Funds, Case
No. 10-17952, U.S. Bankruptcy Court for the Western District of
Washington at Seattle.  Mr. Calvert has sued Moss Adams, LLP and
Frederick Darren Berg as defendants and alleges that Mr. Berg,
with the knowledge and assistance of his audit firm Moss Adams,
engaged in a massive fraud designed to misappropriate millions of
dollars from hundreds of investors in order to fund Mr. Berg's own
lavish lifestyle and further enrich Moss Adams.  Berg was
convicted criminally in 2012 and sentenced to 18 years in prison
for his role in the scheme.

Calvert and the investors are represented in the litigation by
Michael Avenatti and Scott Sims of Eagan Avenatti, LLP and Simeon
Osborn of Osborn Machler, LLP.


CORD BLOOD: Incurs $3.5 Million Net Loss in 2012
------------------------------------------------
Cord Blood America, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing 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 Dec. 31, 2012, showed $6.35 million
in total assets, $5.83 million in total liabilities and $516,427
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.

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

                        http://is.gd/pQSzoc

                     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.


CROSSHAIR ENERGY: Gets NYSE MKT Listing Non-Compliance Notice
-------------------------------------------------------------
Crosshair Energy Corporation on April 8 disclosed that on April 5,
2013 Crosshair was notified by NYSE MKT LLC that the Company was
not in compliance with two of the continued listing standards as
set forth in Part 10 of the NYSE MKT Company Guide.

Specifically, Crosshair is not in compliance with Section
1003(a)(iv) of the Company Guide in that it has sustained losses
which are so substantial in relation to its overall operations or
its existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion of
the Exchange, as to whether the Company will be able to continue
operations and/or meet its obligations as they mature.

The notice is based on a review by the Exchange of information
that the Company has publicly disclosed, including information
contained in the Company's Form 6-K filed March 15, 2013 which
contained the condensed interim consolidated financial statements
for the nine-month period ended January 31, 2013.

The volume weighted average price over the 30 trading days
immediately preceding receipt of the notification from the
Exchange for the common stock of Crosshair was $0.11 per share and
as of April 4, 2013, it closed at $0.08.  Therefore, pursuant to
Section 1003(f)(v) of the Company Guide, the Company's continued
listing is predicated on the Company effecting a reverse stock
split of its common stock on the Exchange within a reasonable
period of time, which the Exchange has determined to be no later
than October 4, 2013.  The Company must submit a plan of
compliance to the Exchange by May 6, 2013, addressing how it
intends to regain compliance with the continued listing standards
by August 5, 2013.

The Company is currently in the process of preparing the Plan for
submission to the Exchange.  If the Company does not submit the
Plan to the Exchange or if the Plan is not accepted by the
Exchange, the Company will be subject to delisting proceedings.

                          About Crosshair

Crosshair engages in the exploration and development of uranium
and vanadium projects in the US and Canada.  Its Bootheel project
has established resources and is located in uranium mining
friendly Wyoming, while it's CMB Uranium/Vanadium Project, located
in Labrador, Canada, has four currently defined resources - C
Zone, Area 1, Armstrong and Two Time Zone.  Bootheel has the
potential to be mined using in-situ recovery methods.


CROWN MEDIA: Amends 2011 Credit Agreement with JPMorgan
-------------------------------------------------------
Crown Media Holdings, Inc., entered into Amendment No. 1 to its
Credit Agreement dated as of July 14, 2011, with the lenders party
thereto and JPMorgan Chase Bank, N.A., as administrative agent.

The amendment lowers the interest rate on LIBOR term loans by up
to 175 basis points, to a new rate based on LIBOR (subject to a
LIBOR floor of 1.00%) plus an applicable rate of 3.00%.  The LIBOR
floor was reduced by 25 basis points and the applicable rate was
reduced by 150 basis points.  The amendment also reflects a
decrease in the principal amount of Crown Media's term loans from
$210 million to $172 million.  The maturity date of July 14, 2018,
for the term loan facility remains unchanged.

As of March 29, 2013, and prior to amendment, the outstanding
principle on Crown Media's $210 million term loans was
$189,350,000.

Pursuant to the Amended Credit Agreement, Crown Media's lenders
have also agreed to modify Crown Media's $30 million revolving
credit facility, which was previously to mature on July 14, 2016.
The modified revolving credit facility will bear interest at a
lower rate and matures on Jan. 14, 2018.  No amounts are currently
outstanding under the revolving credit facility.

In the event that Crown Media converts or exchanges its term loans
to new loans with a lower yield loan, or repays its terms loans
with the proceeds of such a loan, on or prior to March 29, 2014,
Crown Media will pay a 1.00% soft call premium on the principal
amount called at that time.

In addition, Amendment No. 1 (i) lowers the interest rate on
Eurodollar revolving loans by 75 basis points, (ii) lowers the
interest rate on ABR term loans by 150 basis points, (iii) lowers
the interest rate on ABR revolving loans by 75 basis points, and
(iv) lowers the interest rate on Swingline Loans by 75 basis
points.

A copy of the Amended Credit Agreement is available at:

                        http://is.gd/5ozazx

                         About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

The Company's balance sheet at Dec. 31, 2012, showed $1.02 billion
in total assets, $693.30 million in total liabilities and $331.35
million in total stockholders' equity.

                        Bankruptcy Warning

"Our debt agreements contain restrictions that limit our
flexibility in operating our business.

Our senior secured credit facilities and the indenture governing
the Notes contain a number of covenants that impose significant
operating and financial restrictions on us, including restrictions
on our ability to, among other things:

   * incur additional debt or issue certain preferred shares;

   * pay dividends on or make distributions in respect of the
     Company's capital stock or make other restricted payments;

   * make certain payments on debt that is subordinated or secured
     on a junior basis;

   * make certain investments;

   * sell certain assets;

   * create liens on certain assets;

   * consolidate, merge, sell or otherwise dispose of all or
     substantially all of our assets;

   * enter into certain transactions with our affiliates; and

   * designate our subsidiaries as unrestricted subsidiaries.

Any of these restrictions could limit our ability to plan for or
react to market conditions and could otherwise restrict corporate
activities.  Any failure to comply with these covenants could
result in a default under our senior secured credit facilities and
the indenture governing the Notes.  Upon a default, unless waived,
the lenders under our senior secured credit facilities could elect
to terminate their commitments, cease making further loans,
foreclose on our assets pledged to such lenders to secure our
obligations under the senior secured credit facilities and force
us into bankruptcy or liquidation," the Company said in its annual
report for the year ended Dec. 31, 2012.

                           *     *     *

As reported by the TCR on May 28, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Studio City,
Calif.-based cable network company Crown Media Holdings Inc. to
'B+' from 'B'.  "The upgrade reflects Crown Media's recent
operating performance, which achieved higher EBITDA and lower
leverage than our expectations," said Standard & Poor's credit
analyst Deborah Kinzer.

Crown Media carries a B2 Corporate Family Rating from Moody's
Investors Service.  Crown Media's B2 CFR reflects the company's
small size and niche market position among cable network
operators, concentration in two Hallmark-branded channels,
reliance on licensed third party content for a majority of its
programming, and high leverage.


CRYOPORT INC: Appoints Richard Rathmann to Board of Directors
-------------------------------------------------------------
Cryoport, Inc., has appointed Richard G. Rathmann to its Board of
Directors.  Mr. Rathmann is an experienced venture fund manager
and advisor to life science companies.  With this appointment, the
Cryoport Board now has five members, of which four are considered
independent directors, including Mr. Rathmann.

Cryoport's President and Chief Executive Officer Jerrell Shelton
commented, "We are indeed fortunate to have Rick Rathmann join our
Board of Directors.  Rick is highly regarded in the life science
industries, and provides Cryoport with insights into the needs of
potential customers across various industry sectors.  In addition,
his experience and acumen in guiding growth companies to success
will be an important asset as we continue to develop our business
and expand our services."

Mr. Rathmann is the manager of GBR Investments, LLC, and also
serves as director of Cellerant Therapeutics and the executive
director of the Rathmann Family Foundation.  Previously, he co-
managed the early stage venture fund Falcon Technology Partners,
L.P., which was a seed investor in companies such as Adolor,
Caliper, Ciphergen/Vermillion, deCode, and Genomica.  Mr. Rathmann
has held observer rights or board positions on several
biotechnology and non-profit organizations including most recently
PIN Pharma and the National Science and Technology Medals
Foundation.

"There is a tremendous need in biotech and pharma for advanced,
technology-based frozen shipping solutions," said Mr. Rathmann.
"In terms of reliability, safety, convenience and overall quality,
the industry needs to move beyond dry-ice to Cryoport's advanced
solutions.  I recognize in Cryoport many attributes of companies
we have helped fund at an early stage that later went on to create
tremendous value.  I look forward to working with Jerry and his
team to take Cryoport to the next level of becoming a new industry
standard."

Mr. Rathmann received his bachelor's degree from the University of
Colorado and his juris doctor degree from Boston College Law
School.  Early in his career, he was an Assistant United States
Attorney in the Central District of California (Los Angeles).

                           About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

As reported in the TCR on June 29, 2012, KMJ Corbin & Company LLP,
in Costa Mesa, California, expressed substantial doubt about
CryoPort's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred recurring
operating losses and has had negative cash flows from operations
since inception.  "Although the Company has working capital of
$4,024,120 and cash & cash equivalents of $4,617,535 at March 31,
2012, management has estimated that cash on hand, which include
proceeds from the offering received in the fourth quarter of
fiscal 2012, will only be sufficient to allow the Company to
continue its operations only into the fourth quarter of fiscal
2013.  These matters raise substantial doubt about the Company's
ability to continue as a going concern."

The Company's balance sheet at Sept. 30, 2012, showed $2.8 million
in total assets, $2.0 million in total liabilities, and
stockholders' equity of $776,493.


D&M REALTY: May Appeal Plan Rejection Without Benefit of Stay
-------------------------------------------------------------
Bankruptcy Judge Robert A. Gordon in Baltimore denied the request
of debtors Monica D. Harenberg and D&M Realty, LLC, to bring their
bankruptcy proceedings to a full stop while they appeal three
orders that (a) denied approval 'with prejudice' of the Debtors'
Amended Disclosure Statement, (b) decided that the Third Amended
Plan of Reorganization of D&M Realty and Ms. Harenberg could not
be confirmed, and (c) held that a trustee should be appointed to
administer this estate.

Monica Harenberg owns and manages a real estate enterprise that
includes several valuable income producing properties.  For the
past two and a half years, Judge Gordon said Ms. Harenberg has
proven herself incapable of prosecuting this case in good faith
and it is elementary that a plan proponent's lack of good faith is
fatal to the confirmation process.  Her single-minded effort to
protect her own (and her parents') economic interests to the
complete exclusion of the interests of her substantial body of
general unsecured creditors bears this out in compelling fashion.

According to Judge Gordon, the Amended Plan and Amended Disclosure
Statement confirm the worst by (a) proposing to pay no more than a
total of $9,500 over a period of five years to an unsecured class
of creditors holding claims of well over $1 million, (b) granting
Juanita Harenberg (Ms. Harenberg's mother) a fee simple co-
interest in real estate held free and clear and worth
approximately $140,000, in addition to a junior 'priming' lien
against the rest of the Debtor's real estate, and (c) proposing to
keep for Ms. Harenberg all residual equity (and future upside
potential) in her income producing assets, most, if not all, of
which she stubbornly persists in claiming to be "exempt" from
creditor claims contrary to governing law.

"These outrageous proposals exemplify Ms. Harenberg's approach to
the administration of her case, an approach at cross purposes with
her fiduciary responsibilities," said Judge Gordon.

"With that in mind, this Court found that that the Amended Plan
does not comply 'with the applicable provisions of' the Bankruptcy
Code and has not been "proposed in good faith" as required by 11
U.S.C. Sections 1129(a)(1) and (3).  Moreover, the Amended Plan
violates the liquidation test of Section 1129(a)(7) as well as
Section 1123(a)(4)'s prohibition against unfair discrimination
among creditors of the same class.  This Court therefore decided
that the Amended Plan could not be confirmed, the Amended
Disclosure Statement could not be approved, and, moreover that Ms.
Harenberg is incapable of ever proffering a plan that complies
with the Code and is rooted in good faith. The appointment of a
trustee to insure that the rights of creditors -- especially the
rights of general creditors -- are protected thus became the only
reasonable alternative.  Accordingly, the Court concludes that the
Motion for Stay should be denied."

Monica D. Harenberg and D&M Realty, LLC, sought Chapter 11
bankruptcy protection (Bankr. D. Md. Case Nos. 10-23223 and
10-23222) in 2010.  A copy of Judge Gordon's April 8, 2013
Memorandum Opinion is available at http://is.gd/8jNKKRfrom
Leagle.com.


DCB FINANCIAL: Reports $602,000 Net Income in 2012
--------------------------------------------------
DCB Financial Corp filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$602,000 on $18.84 million of total interest income for the year
ended Dec. 31, 2012, as compared with a net loss of $2.73 million
on $22.73 million of total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed
$506.49 million in total assets, $458.10 million in total
liabilities and $48.39 million in total stockholders' equity.

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

                        http://is.gd/gktidP

                        About DCB Financial

DCB Financial Corp. is a financial holding company headquartered
in Lewis Center, Ohio.  The Corporation has one wholly-owned
subsidiary bank, The Delaware County Bank and Trust Company (the
"Bank").  The Corporation also has two additional wholly owned
subsidiaries, DCB Title and DCB Insurance Services LLC.  DCB Title
provides standard real estate title services, while DCB Insurance
Services LLC provides a variety of insurance products.  However,
neither nonbank subsidiary is material to the financial results of
the Corporation.  The Bank has one wholly-owned subsidiary, ORECO,
which is used to process other real estate owned.

The Corporation was incorporated under the laws of the State of
Ohio in 1997, as a financial holding company under the Bank
Holding Company Act of 1956, as amended, by acquiring all
outstanding shares of the Bank.  The Corporation acquired all such
shares of the Bank after an interim bank merger, consummated on
March 14, 1997.  The Bank is a commercial bank, chartered under
the laws of the State of Ohio, and was organized in 1950.

The Bank provides customary retail and commercial banking services
to its customers, including checking and savings accounts, time
deposits, IRAs, safe deposit facilities, personal loans,
commercial loans, real estate mortgage loans, installment loans,
trust and other wealth management services.  The Bank also
provides cash management, bond registrar and paying agent services
for commercial and public unit entities.  Through its subsidiary
Datatasx, the Bank provided data processing and other bank
operational services to other financial institutions.  Those
services were discontinued in September 2011, and were not a
significant part of operations or revenue.

                           Consent Order

The Corporation's wholly-owned subsidiary, The Delaware County
Bank and Trust Company entered into the Written Agreement with the
ODFI and the Consent Order with the FDIC effective Oct. 28, 2010,
which address matters pertaining to, among other things:
management and operations of the Bank; credit risk management
practices and credit administration policies and procedures; Bank
actions with respect to problem assets; reserves for loan and
lease losses; strengthening the capital position of the Bank; the
strategic plan and budget for fiscal 2012; staffing; and
submitting a funding contingency plan for the Bank that identifies
available sources of liquidity and includes a plan for dealing
with potential adverse economic and market conditions.

The Consent Order and the Written Agreement contain substantially
similar provisions.  Among other things they require the Bank to
attain a minimum 9% Tier-1 capital ratio within 90 days of the
effective date, and total risk-based capital ratio of not less
than 13% within that same time period; submission of plans related
to the reduction of non-performing assets; and a review of
accounting matters related to subsidiary companies.  The Written
Agreement and Consent Order also provide that the Bank may not
declare or pay dividends to DCB without the prior approval of the
FDIC and ODFI.  And, as announced earlier this year by DCB,
without the prior approval of the Federal Reserve, if applicable,
DCB may not declare or pay cash dividends, repurchase any of its
shares, make payments on trust preferred securities or incur or
guarantee any debt.

As previously noted, the Bank is required to achieve a Tier-1
capital ratio of not less than 9.0% and a total risk-based capital
ratio of not less than 13.0% within 90 days of the effective date
of the Written Agreement and Consent Order, and, to maintain those
capital levels during the remaining term of the Written Agreement
and the Consent Order.  It may do so by, among other alternatives,
raising additional capital, generating sufficient earnings,
reducing the Bank's assets, or a combination thereof.  DCB raised
capital on Dec. 19, 2012, and on Jan. 9, 2013, invested sufficient
capital into the Bank to reach the levels required by the Written
Agreement and Consent.

                             *   *    *

This concludes the Troubled Company Reporter's coverage of DCB
Financial until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


DEEP DOWN: Goldman Capital Holds 8.3% Stake as of March 27
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Goldman Capital Management Inc. disclosed that, as of
March 27, 2013, it beneficially owns 845,000 shares of common
stock of Deep Down Inc. representing 8.3% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/yCMHG0

                          About Deep Down

Houston, Tex.-based Deep Down -- http://www.deepdowncorp.com/--
is an oilfield services company specializing in complex deepwater
and ultra-deepwater oil production distribution system support
services, serving the worldwide offshore exploration and
production industry.

The Company reported net income of $2.13 million in 2011, compared
with a net loss of $17.41 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $33.64 million in total assets,
$7.12 million in total liabilities and $26.52 million in total
stockholders' equity.


DEMING HOSPITALITY: Plan's "New Value" Exception Violates LaSalle
-----------------------------------------------------------------
The State Bank of Texas -- SBT -- and the United States Small
Business Administration -- SBA -- argue that Deming Hospitality,
LLC's Amended Disclosure Statement, filed March 1, 2013, should
not be approved because the Debtor's reorganization plan is
facially unconfirmable.  The alleged defects in the plan are:

     1. The separate classification of SBA's deficiency claim
        violates 11 U.S.C. Sec. 1122(a);

     2. The disparate treatment of SBA's deficiency claim
        Violates Sec. 1129(b)(1)'s prohibition against unfair
        discrimination;

     3. The general unsecured claims are "artificially impaired;"

     4. The classification and/or voting rights of Choice Hotels
        International, Inc. and New Mexico Taxation and Revenue
        -- TRD -- are improper; and

     5. The Plan violates the absolute priority rule.

At a hearing held Feb. 20, 2013, the Court set a briefing schedule
on the Plan's alleged facial unconfirmability.  SBT and SBA filed
briefs, the Debtor responded, and a hearing was held March 11,
2013.

The Debtor's Plan, filed Jan. 7, 2013, provides for eight classes
of claims: Four classes of secured claims (SBT, SBA, TRD, and Luna
County); a class for Choice Hotels; a class for non-priority
unsecured claims other than the SBA's deficiency claim; a class
for SBA's deficiency claim; and an equity class.

The Plan provides, in pertinent part:

     1. Class 2 Secured (SBA): SBA has a junior lien on the
        Debtor's real and personal property, securing a debt of
        about $1,500,000. SBA's claim is treated as wholly
        unsecured and reclassified as a Class 7 unsecured claim.
        SBA's lien is stripped;

     2. Class 4 Secured (TRD): TRD has a junior lien on the
        Debtor's real and personal property, securing unpaid
        gross receipts tax debt of about $27,800.  TRD's claim
        is treated as wholly unsecured, and therefore as an
        unsecured priority tax claim;

     3. Class 5 (Choice Hotels): Choice Hotels is the franchisor
        under a certain Licensing Agreement, an executory
        contract with a $67,000 pre-petition arrearage.  The
        Debtor proposes to assume the contract and pay Choice
        Hotels $50,000 in full satisfaction of the arrearage;

     4. Class 6 (General Unsecured Claims): General unsecured
        claims are to be paid 75% of their claim amounts within
        30 days of the effective date;

     5. Class 7 (SBA Deficiency Claim): SBA is to be paid
        $25,000 on its $1,500,000 deficiency claim, within
        30 days of the effective date; and

     6. Class 8 (Equity Interests): Equity interests would
        retain their equity, in exchange for investing $150,000
        of "new value" into the Debtor.

SBA and SBT stated in their briefs and in open court that they
would vote to reject, and would object to, the Plan.

In an April 5, 2013 Memorandum Opinion available at
http://is.gd/fYhqgWfrom Leagle.com, Bankruptcy Judge David T.
Thuma said "The Court will not deny approval of the Disclosure
Statement because of the separate classification of SBA's
unsecured deficiency claim, the grossly disparate treatment of
SBA's deficiency claim, or the impairment of the general unsecured
claims. Although it appears Debtor will have an uphill battle
convincing the Court that these Plan provisions comply with Sec.
1122(a) and/or 1129, the Debtor should be allowed an opportunity
to provide supporting evidence and argument."

"Similarly, the Court will not disapprove the Disclosure Statement
because of the 'classification' of Choice Hotels and TRD, so long
as Debtor, Choice Hotels, and TRD understand that the classes are
nonvoting.

"The Court will, however, disapprove the Disclosure Statement
because, given SBA's commitment to vote against and object to the
Plan in its current form, the Plan violates LaSalle's prohibition
against 'providing junior interest holders with exclusive
opportunities free from competition and without the benefit of
market valuation.'"

Deming Hospitality's Plan proposes that existing equity holders
will invest new capital of $150,000 in exchange for retention of
their equity.  According to the Court, this proposal is an attempt
to comply with the "new value" exception to the absolute priority
rule in Bank of America National Trust and Sav. Assn. v. 203 North
LaSalle Street Partnership, 526 U.S. 434 (1999).

LaSalle provides that the best way to determine the proper amount
of "new value" is to expose the new equity to a market: "Under a
plan granting an exclusive right, making no provision for
competing bids or competing plans, any determination that the
price was top dollar would necessarily be made by a judge in
bankruptcy court, whereas the best way to determine value is
exposure to a market."

"Whether a market test would require an opportunity to offer
competing plans or would be satisfied by a right to bid for the
same interest sought by old equity, is a question we do not decide
here," Judge Thuma said.  "It is enough to say, assuming a new
value corollary, that plans providing junior interest holders with
exclusive opportunities free from competition and without benefit
of market valuation fall within the prohibition of Sec.
1129(b)(2)(B)(ii)."

It is clear from that "when a reorganization plan is proposed by a
debtor during the exclusive period and gives old equity holders
the opportunity to purchase equity in the reorganized debtor,
actual market testing is required of the stock in the reorganized
debtor," according to Judge Thuma, citing H.G. Roebuck & Son, Inc.
v. Alter Communications, Inc., 2011 WL 2261483, at *7 (D. Md.
2011), citing LaSalle, 526 U.S. at 457.

According to Judge Thuma, Deming Hospitality's Plan does not
comply with this requirement.  Since it is clear that SBA will not
accept the Plan or be paid in full, the lack of LaSalle-mandated
market testing renders the Plan nonconfirmable.

Deming Hospitality, LLC, filed for Chapter 11 bankruptcy (Bankr.
D. N.M. Case No. 12-13377) last year.


DIAL GLOBAL: Incurs $146.7 Million Net Loss in 2012
---------------------------------------------------
Dial Global, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$146.69 million on $239.02 million of revenue for the year ended
Dec. 31, 2012, as compared with a net loss of $10.84 million on
$131.32 million of revenue in 2011.

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

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

                        Bankruptcy Warning

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

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

                         http://is.gd/tEAglC

                          About Dial Global

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


DIGITAL DOMAIN: Needs More Time for Litigation Claims
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Digital Domain Media Group Inc., previously a
provider of visual effects for the movie industry, sold its assets
and is looking for more time to file a liquidating Chapter 11
plan.

According to the report, DDMG said it's now a "liquidating shell
company" and said it needs more time to "finalize ongoing
litigation investigations."  DDMG said it has "liquidated the vast
majority of non-litigation assets."

The report relates that if the bankruptcy court concurs at an
April 24 hearing, the plan-filing deadline will be pushed out
three months to July 8.  Most of the business was purchased for
$36.7 million by a joint venture between Galloping Horse America
LLC, an affiliate of Beijing Galloping Horse Co., and an affiliate
of Reliance Capital Ltd., based in Mumbai.

As the result of a settlement negotiated by the unsecured
creditors' committee with secured lenders, there should be some
recovery for the committee's constituency.

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.


DOLLAR GENERAL: S&P Rates New $1.85BB Loan & $1.3BB Notes 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured debt rating to Dollar General Corp.'s proposed unsecured
debt issues as follows:

   -- Senior unsecured notes due 2018 and 2023 in an aggregate
      amount of $1.3 billion, to be issued under shelf
      registration statement filed March 25, 2013.

   -- $1.85 billion unsecured credit facility due 2018 consisting
      of a $1.0 billion term loan and a $850 million unsecured
      revolving credit facility.

Concurrently, S&P placed the 'BB+' ratings on the proposed
unsecured notes, unsecured term loan, and unsecured revolving
credit facility on Credit Watch with positive implications.  The
company will use proceeds to refinance secured debt.  S&P expects
to raise these ratings to 'BBB-' upon the completion of the
refinancing of the company's secured bank debt and related release
of collateral.  Dollar General intends to use the aggregate
proceeds of $2.3 billion from the unsecured term loan and
unsecured notes to refinance its existing secured term loans and
borrowings under its secured revolving credit facility.

The 'BBB-' corporate credit rating on Goodlettsville, Tenn.-based
Dollar General reflects Standard & Poor's Ratings Services'
expectation that this leading dollar store chain will maintain
credit protection measures in line with its "intermediate"
financial risk profile, and that its strong market position will
continue to support its "satisfactory" business risk profile.

Ratings List

Dollar General Corp.
Corporate Credit Rating               BBB-/Stable/--

Ratings Assigned
Dollar General Corp.
Unsecured Notes due 2018              BB+/ Watch Pos
Unsecured Notes due 2023              BB+/ Watch Pos
$850M Unsecured Revolver              BB+/ Watch Pos
  due 2018
$1B Unsecured Term Loan               BB+/ Watch Pos
  due 2018


DOMMEL PROPERTIES: Court Narrows Suit vs Jonestown Bank
-------------------------------------------------------
District Judge Christopher C. Conner granted, in part, and denied,
in part, two motions to dismiss the civil action styled, DOMMEL
PROPERTIES, LLC v. JONESTOWN BANK AND TRUST COMPANY, Civil Action
No. 1:11-cv-2316 (M.D. Penn).

Plaintiffs William J. Dommel and his father, Robert, engage in the
horse breeding trade, through their businesses Land of Believe
Farm, Inc., and Dommel Properties, LLC.  Dommel Properties LLC
filed a Chapter 11 petition in the Bankruptcy Court for the Middle
District of Pennsylvania on Feb. 7, 2012.

The Plaintiffs filed the Complaint against The Lebanon County Tax
Claim Bureau (TCB); Jonestown Bank (the Bank); and Salle A. Neuin,
Director of the TCB and a member of the Board of Directors of the
Bank.  Of relevance to the litigation are three properties
currently or at one time owned by the Dommels:

     * a 96-acre farmland,
     * a 68-acre farmland where the Dommels' home is located, and
     * a 500-acre hunting land.

The Dommels obtained three loans from the Bank from 2006 to 2007,
secured by one or more of the properties.  Among other things, the
Dommels are challenging a September 2011 "tax sale" of the 68-acre
farmland.

The Plaintiffs are bringing 11 claims, alleging violations of
their procedural and substantive due process rights under Sec.
1983 (Count I); federal inverse condemnation under 40 U.S.C. Sec.
3113 (Count II); state inverse condemnation (Count III); civil
conspiracy (Count IV); intentional interference with contract
(Count V); conversion (Count VI); fraud (Count VII); negligence
(Count VIII); breach of fiduciary duty (Count IX); promissory
estoppel (Count X); and deepening insolvency (Count XI).  The
Plaintiffs also seek compensatory and punitive damages, and
attorney's fees.

Jonestown Bank and the County Defendants filed separate motions to
dismiss the Complaint.

On review, the Pennsylvania District Court ruled that:

  -- Counts I, II, III, IV, V, VI and XI are dismissed in their
     entirety as to the Lebanon County Tax Claim Bureau.

  -- Counts II, III, IV, and XI are dismissed in their entirety as
     to Sallie A. Neuin.  Count I is dismissed as to Neuin with
     respect to plaintiffs' procedural due process claim.

  -- Counts I, II, III, IV, VI, and IX are dismissed in their
     entirety as to Jonestown Bank.

A copy of the District Court's March 19, 2013 Memorandum is
available at http://is.gd/IIRrnBfrom Leagle.com.

Dommel Properties, LLC, filed for Chapter 11 bankruptcy (Bankr.
M.D. Pa. Case No. 12-00691) on Feb. 7, 2012, listing under
$1 million in both assets and debts.  A copy of the petition is
available at http://bankrupt.com/misc/pamb12-00691.pdf Leon P.
Haller, Esq., at Purcell Krug and Haller -- lhaller@pkh.com --
serves as the Debtor's counsel.


DYNEGY MIDWEST: Fitch Raises Issuer Default Rating to 'B-'
----------------------------------------------------------
Fitch Ratings has removed from Rating Watch Positive and upgraded
the ratings of Dynegy Midwest Generation, LLC (CoalCo) and Dynegy
Power, LLC (GasCo) as follows:

CoalCo
-- Issuer Default Ratings (IDR) to 'B-' from 'CCC';
-- Secured term loan to 'B+/RR2' from 'B/RR1'.

GasCo
-- IDR to 'B' from 'CCC';
-- Secured term loan to 'BB/RR1' from 'B/RR1'.

Fitch has also assigned a 'BB/RR1' rating to the $150 million
revolver at GasCo.

The Rating Outlook is Stable.

Fitch notes that management is planning to repay the two term
loans shortly using the proceeds from the proposed new financing
at the parent level. Dynegy, Inc., is planning to raise $1.8
billion of new senior secured first lien credit facilities that is
proposed to consist of $500 million of two-year senior secured
term loan B facility, $800 million of seven-year senior secured
term loan B facility and $500 million of five-year senior secured
revolving credit facility. Management plans to use the proceeds to
repay the outstanding debt at CoalCo and GasCo. Concurrently,
management will remove the bankruptcy remote, ring fenced
structures at CoalCo and GasCo. Management intends to refinance
the two-year senior secured term loan with $500 million of
unsecured notes subsequent to completion of the recently announced
acquisition of Ameren Energy Resources.

KEY RATING DRIVERS:

CoalCo's ratings reflect a challenging business environment led by
compressed dark spreads, adversely shifting basis differentials,
and increase in railway transportation costs as current favorable
contract expires in 2013. CoalCo has completed its large
environment capex program that places it in a good position with
respect to many of the Environmental Protection Agency (EPA) rules
though some exposure remains for coal ash handling. Fitch expects
CoalCo to remain free cash flow negative over our forecast horizon
(2013-15).

Fitch forecasts CoalCo's credit metrics to remain depressed over
2013-15 based upon the assumption that natural gas price will be
range bound between $3.50 - 4.50/MMBtu. Reflecting a natural gas
price of $4.50/MMBtu for 2015, Fitch anticipates that CoalCo's
debt to EBITDA will approach 5.0x and FFO/debt will be in high
single digits. CoalCo's EBITDA and FFO are highly sensitive to
changes in natural gas prices.

GasCo's ratings reflect an improving operating environment spurred
by coal-to-gas switching that is driving significantly increased
generation at the company's fleet and some improvement in overall
margin. GasCo's EBITDA is less sensitive to changes in natural gas
prices due to a large component of capacity/ tolling revenues in
the overall mix. In addition, at low levels of natural gas prices,
higher volume can largely offset the compressed margins while
providing some operational cost efficiencies.

Fitch forecasts relatively stronger credit metrics for GasCo as
compared to CoalCo over the forecast period. However, GasCo's
faces a few headwinds due to expiration of an above market
contract in the northeast in 2014 and uncertainty over resource
adequacy payments in California. GasCo also retains capex exposure
to once through water cooling rules in California. Fitch forecasts
GasCo's debt to EBITDA to be approximately 4.0x and FFO/debt to be
in low double digits toward the end of our forecast period.

Recovery Analysis:
Fitch has updated its recovery analysis for CoalCo and GasCo.
Fitch values the power generation assets that secure the term
loans and revolver using a net present value (NPV) analysis and
Enterprise Value to EBITDA analysis. For the NPV, Fitch uses plant
values provided by Wood Mackenzie as an input as well as Fitch's
own price deck and other assumptions. The asset valuation for
CoalCo has diminished from Fitch's prior expectation due to weaker
outlook for power prices. For the senior secured debt at CoalCo,
the recoveries are in the 71-90% range. For the senior secured
debt at GasCo, recoveries are in the 91% to 100% range.

RATING SENSITIVITIES:

Fitch expects to withdraw the IDRs and debt instrument ratings at
CoalCo and GasCo once the outstanding debt at these entities is
paid off (expected over the next few days).


E-DEBIT GLOBAL: Delays Form 10-K for 2012
-----------------------------------------
E-Debit Global Corporation was unable without unreasonable effort
and expense to compile, disseminate and review the information
required to be presented in the Form 10-K for the period ended
Dec. 31, 2012, before the required filing date.

                 About E-Debit Global Corporation

E-Debit Global Corporation (WSHE) is a financial holding company
in Canada at the forefront of debit, credit and online computer
banking.  Currently, the Company has established a strong presence
in the privately owned Canadian banking sector including Automated
Banking Machines (ABM), Point of Sale Machines (POS), Online
Computer Banking (OCB) and E-Commerce Transaction security and
payment.  E-Debit maintains and services a national ABM network
across Canada and is a full participating member of the Canadian
INTERAC Banking System.

Following the 2011 results, Schumacher & Associates, Inc., in
Littleton, Colorado, noted that the Company has incurred net
losses for the years ended Dec. 31, 2011, and 2010, and had a
working capital deficit and a stockholders' deficit at Dec. 31,
2011, and 2010, which raise substantial doubt about its ability to
continue as a going concern.

The Company reported a net loss of $1.09 million in 2011, compared
with a net loss of $1.15 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $1.82 million in total assets,
$3.52 million in total liabilities, and a $1.70 million total
stockholders' deficit.


EAST COAST DIVERSIFIED: Delays Form 10-K for 2012
-------------------------------------------------
East Coast Diversified Corporation notified the U.S. Securities
and Exchange Commission that the compilation, dissemination and
review of the information required to be presented in the Form
10-K for the period ended Dec. 31, 2012, has imposed time
constraints that have rendered timely filing of the Form 10-K
impracticable without undue hardship and expense to the Company.
The Company undertakes the responsibility to file that report no
later than 15 days after its original prescribed due date.

                    About East Coast Diversified

East Coast Diversified Corporation, headquartered in Marietta,
Georgia, through its majority owned subsidiary, EarthSearch
Communications International, Inc., offers a portfolio of GPS
devices, RFID interrogators, integrated GPS/RFID technologies and
Tag designs.

As reported in the TCR on April 20, 2012, Drake & Klein CPAs, in
Clearwater, Fla., expressed substantial doubt about East Coast
Diversified'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 not generated
revenue and has not established operations.

The Company's balance sheet at June 30, 2012, showed $2.49 million
in total assets, $3.15 million in total liabilities, $1.10 million
in contingent acquisition liabilities, $709,122 in amounts payable
in common stock, $381,835 in derivative liability, and a
$2.85 million total stockholders' deficit.


EASTMAN KODAK: Proposes Mediation Process for Disputed Claims
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. is proposing mediation procedures
for disposing of disputed claims.  Scheduled for consideration by
the bankruptcy court at an April 25 hearing, the process would
cover pre-bankruptcy unsecured claims, creditors claiming priority
and creditors claiming to be secured.

According to the report, Kodak said in court papers that it's
"focused on building consensus with key stakeholders around a plan
of reorganization and related asset dispositions."  If Kodak and a
particular creditor can't settle a disputed claim, the creditor
must participate in nonbinding mediation.  Costs of the mediator
will be shared between Kodak and the creditor unless the creditor
agrees to cap the claim at an amount acceptable to Kodak.

The report relates that while negotiation and mediation are under
way, neither Kodak nor the creditor may litigate in bankruptcy
court over the claim.  The process is designed in part to limit
the amount of disputed claims for which Rochester, New York-based
Kodak must retain a reserve once a Chapter 11 plan is approved.
Kodak sold digital-imaging technology for $527 million and intends
to emerge from bankruptcy focused on the commercial printing
business.  Kodak said it expects to file a Chapter 11 plan this
month.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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


EAT AT JOE'S: Reports $1.9 Million Net Income in 2012
-----------------------------------------------------
Eat at Joe's Ltd. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$1.92 million on $1.12 million of revenue for the year ended
Dec. 31, 2012, as compared with a net loss of $152,909 on $1.07
million of revenue during the preceding year.

The Company's balance sheet at Dec. 31, 2012, showed $1.22 million
in total assets, $2.56 million in total liabilities, and a
$1.34 million total stockholders' deficit.

Robison, Hill & Co., 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 recurring losses from operations and
has a net capital deficiency 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/zWuCu7

                        About Eat at Joe's

Scarsdale, N.Y.-based Eat at Joe's, Ltd., presently owns and
operates one theme restaurant located in Philadelphia,
Pennsylvania.


EAU TECHNOLOGIES: Incurs $2 Million Net Loss in 2012
----------------------------------------------------
EAU Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing 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.

The Company's balance sheet at Dec. 31, 2012, showed $2.85 million
in total assets, $8.82 million in total liabilities and a $5.96
million total stockholders' deficit.

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.

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

                       http://is.gd/uZzEcy

                     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.


EGPI FIRECREEK: Delays Form 10-K for 2012
-----------------------------------------
EGPI Firecreek, Inc., was unable to file its Form 10-K for the
period ended Dec. 31, 2012, within the prescribed period without
unreasonable expense because management has not been able to
complete the adjustments necessary to prepare the Form 10-K due to
outside information not yet available.  The Company fully expects
to be able to file within the additional time allowed by this
report.

                        About EGPI Firecreek

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

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

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

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

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


ENERGYSOLUTIONS INC: Investor Presentation for April 2013
---------------------------------------------------------
Beginning on April 1, 2013, EnergySolutions, Inc., provided
supplemental information regarding the transactions contemplated
by the Agreement and Plan of Merger, dated as of Jan. 7, 2013, by
and among EnergySolutions, Rockwell Holdco, Inc. ("Parent") and
Rockwell Acquisition Corp. ("Merger Sub"), a wholly-owned
subsidiary of Parent, in a presentation to investors.  Parent and
Merger Sub are affiliates of Energy Capital Partners II, LP, a
leading private equity firm focused on investing in North
America's energy infrastructure.

A copy of the investor presentation, which contains information
regarding the Company, is available at http://is.gd/aZc306

                       About EnergySolutions

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

For the 12 months ended Dec. 31, 2012, the Company reported net
income of $3.92 million, as compared with a net loss of $193.64
million during the prior year.  The Company's balance sheet at
Dec. 31, 2012, showed $2.65 billion in total assets, $2.35 billion
in total liabilities and $300.91 million in total stockholders'
equity.

                           *     *     *

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

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

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


FIBERTOWER NETWORK: Hearing on Cash Collateral Motion Today
-----------------------------------------------------------
A hearing on Fibertower Network Services Corp., et al.'s second
motion to modify the Cash Collateral Order will be held on
April 10, 2013, at 10:00 a.m. prevailing Central Time, before the
Honorable D. Michael Lynn of the United States Bankruptcy Court
for the Northern District of Texas, Fort Worth Division.
Objections are due April 8.

                   About FiberTower Corporation

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.


FIRST MARINER: Reports 16.1 Million Net Income in 2012
------------------------------------------------------
First Mariner Bancorp filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$16.11 million on $47.73 million of total interest income for the
year ended Dec. 31, 2012, as compared with a net loss of
$30.24 million on $47.50 million of total interest income in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.37 billion
in total assets, $1.38 billion in total liabilities and a $8.37
million total stockholders' deficit.

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

                         Bankruptcy Warning

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

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

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

                        http://is.gd/I9kTgQ

                         About First Mariner

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


FIRSTLIGHT HYDRO: Fitch Cuts Rating on $320MM Secured Bonds to BB-
------------------------------------------------------------------
Fitch Ratings downgrades to 'BB-' from 'BB+' the rating on
FirstLight Hydro Generating Company's $320 million senior secured
first mortgage bonds. The downgrade is due to a projected material
decline in financial performance over the life of the debt. The
Rating Outlook for HGC is revised to Negative from Stable based
upon potential reliance on the sponsor and/or its affiliates to
provide financial support amid continuing weakness in merchant
power prices.

Key Drivers

Exposure to Merchant Revenues: HGC manages a portfolio of
hydropower assets that sell capacity and energy at market based
prices but benefit from a favorable position in the dispatch
curve. The persistent low gas price environment and the
elimination of the capacity floor price by the New England
Independent Service Operator (NEISO) are projected to compress
margins going forward. Revenue risk is partially offset by
existing short-term commitments in the forward capacity market and
a power purchase agreement (PPA) with an unrated affiliate of the
sponsor through 2019. The agreement supports management's goal to
maintain cash flows at 1.5 times (x) debt service coverage ratio
(DSCR). Projected revenues under the PPA are reflective of prices
that are significantly higher than market price.

Stable Operating Performance: The project benefits from a long
history of stable operations at its conventional and run-of-the-
river hydro units. The cost of planned upgrades at the Northfield
pumped storage facility may pressure cash flows through 2014 but
should result in increased output and long-term reliability.

Hydrology Risk: Projections are based on average historical water
flows, which include recent drought-like conditions. Persistence
of low hydrology over the past year, however, resulted in reduced
plant output.

Conventional Debt Structure: The debt is fully amortizing and
matures in 2026. The debt structure is a typical feature of
project financings.

Debt Service: Absent the benefit of the PPA, Fitch projects
operating cash flow will be inadequate to support the project's
debt repayment obligations. The rating assumes that the sponsor,
GDF Suez Energy North America (GSENA), will support the PPA and
provide continuing financial support as needed.

Rating Sensitivities

-- Failure of affiliate to meet PPA obligations and failure of
   sponsor to support the project's obligations as needed;

-- Continued weakness in merchant market power prices and a
   material decline in capacity prices;

-- Persistent reductions in hydrology that reduce overall energy
   production;

-- Inability to manage capital expenditures while maintaining
   optimal plant operating performance.

SECURITY

The first mortgage bonds are secured by all ownership interests,
all physical assets, contracts, accounts, cash, investments, and
all other tangible and intangible property.

CREDIT UPDATE

The downgrade reflects a declining shift in the project's
financial profile that is expected to persist through debt
maturity in 2026. The Negative Outlook indicates a potential for
further negative rating action based upon whether the project
achieves management's DSCR projections under the PPA and GSENA
continues to provide support as needed for the project to meet its
debt obligations. The Outlook also reflects the continued weakness
in market prices, and expected decline in capacity prices in 2017.
Management has informed Fitch of its strategy to manage the
project's financial profile at a level that is consistent with the
DSCRs of 1.5x. The sponsor has demonstrated its support for the
project as it paid in full the $430 million debt obligations on
the First and Second lien loans in March 2012 and provided other
material amounts of support as well. As there is no guarantee for
future support of HGC obligations, Fitch will continue to monitor
the management's commitment.

Operations

Operationally, plants performed well in 2012 with over 90%
availability for most run-of-river and conventional hydropower
assets and nearly 82% availability for the Northfield pumped
storage facility. However, lower hydrology resulted in an energy
generation shortfall of approximately 25% compared to budget.

Financial Performance

Financial performance has fallen below historical levels due to
the low power price environment, which Fitch expects will persist
in the near to medium term. Average power prices in Massachusetts
were lower in 2012 at $36.92 than in 2011 at $47.27. As a result
of the low pricing, HCG's 2012 senior DSCR was 1.46x. Though this
is an improvement over the 2011 level of 1.39x, the improvement is
driven by lower 2012 expenses.

In addition to low power prices, Fitch projects that capital
expenditures, including the continued upgrade of the Northfield
plant, may place further strain on DSCRs through 2015. While the
PPA is designed to adequately cover capital expenditures, the
project also has flexibility to defer spending while maintaining
plant performance. The project's financial profile is expected to
decline, as the capacity floor price is removed beginning with the
2017-2018 forward capacity auction. Fitch rating case prices for
capacity are projected to decline to about one-third ($1.00/kw-
month) of today's price (approximately $3.00/kw-month). Early on,
the project should be able to manage through the capacity price
decline as the PPA remains in place through 2019. After, these
pressures may result in DSCRs below 1.0x, requiring sponsor
support to meet obligations throughout the remaining tenor of the
debt.

GSENA owns HGC, which serve the NEISO region. HGC is a portfolio
of primarily hydroelectric power plants, including the 1,102-
megawatt (MW) Northfield Mountain pumped storage facility, 12
hydroelectric plants (run-of-the river and conventional) totaling
195 MW and a 21-MW combustion turbine.


FLORIDA GAMING: Delays Form 10-K for 2012
-----------------------------------------
Florida Gaming Corporation said it could not complete the filing
of its annual report on Form 10-K for small business for the
period ended Dec. 31, 2012, because the Company's auditors have
not yet completed their review of the financial statements.  That
delay could not be eliminated by the Company without unreasonable
effort and expense.  In accordance with Rule 12b-25 of the
Securities Exchange Act of 1934, as amended, the Company will file
its Form 10-K no later than the 15th calendar day following the
prescribed due date.

                       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.

The Company reported a net loss of $21.76 million in 2011,
compared with a net loss of $4.84 million in 2010.

As of June 30, 2012, the Company was in default on an $87,000,000
credit agreement regarding certain covenants.  The Company's
continued existence as a going concern is dependent on its ability
to obtain a waiver of its credit default and to generate
sufficient cash flow from operations to meet its obligations.

After auditing the 2011 results, King & Company, PSC, in
Louisville, Kentucky, 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.

The Company's balance sheet at Sept. 30, 2012, showed $77.40
million in total assets, $116.43 million in total liabilities and
a $39.02 million total stockholders' deficit.


FNBH BANCORP: Reports $329,000 Net Income in 2012
-------------------------------------------------
FNBH Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$329,000 on $11.06 million of total interest and dividend income
for the year ended Dec. 31, 2012, as compared with a net loss of
$3.57 million on $12.69 million of total interest and dividend
income during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $296.87
million in total assets, $289.50 million in total liabilities and
$7.36 million in total shareholders' equity.

BDO USA, LLP, in Grand Rapids, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.

"The Corporation's subsidiary bank ("Bank") is significantly
undercapitalized under regulatory capital guidelines and, during
2009, the Bank entered into a consent order regulatory enforcement
action ("consent order") with its primary regulator, the Office of
the Comptroller of the Currency.  The consent order requires
management to take a number of actions, including, among other
things, increasing and maintaining its capital levels at amounts
in excess of the Bank's current capital levels.  As discussed in
Note 20, the Bank has not yet met the higher capital requirements
and is therefore not in compliance with the consent order.  As a
result of the uncertain potential impact of future regulatory
actions, circumstances exist that raise substantial doubt about
the Corporation's ability to continue as a going concern."

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

                        http://is.gd/chsasE

                         About FNBH Bancorp

Howell, Michigan-based FNBH Bancorp, Inc., is a one-bank holding
company, which owns all of the outstanding capital stock of First
National Bank in Howell.  The Bank was originally organized in
1934 as a national banking association.  As of Dec. 31, 2011, the
Bank had approximately 85 full-time and part-time employees.  The
Bank serves primarily five communities, Howell, Brighton, Green
Oak Township, Hartland, and Fowlerville, all of which are located
in Livingston County.


FOREVERGREEN WORLDWIDE: Delays Form 10-K for 2012
-------------------------------------------------
ForeverGreen Worldwide Corp. was unable to file the Form 10-K for
the period ended Dec. 31, 2012, within the prescribed time period
due to its difficulty, without unreasonable effort and expense, to
complete the financial and other information required for that
report.

                    About ForeverGreen Worldwide

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

Sadler, Gibb & Associates, LLC, in Salt Lake City, Utah, expressed
substantial doubt about ForeverGreen's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered accumulated net losses of $34,573,495 and has
had negative cash flows from operating activities during the year
ended Dec. 31, 2011. of $909,844.

The Company's balance sheet at Sept. 30, 2012, showed $1.87
million in total assets, $5.75 million in total liabilities and a
$3.87 million total stockholders' deficit.


FOXHALL INT'L: Court Confirms 4th Amended Plan
----------------------------------------------
Bankruptcy Judge Barbara J. Houser confirmed the Fourth Joint Plan
of Reorganization Dated December 26, 2012, as Amended, filed by
these debtors:

   -- Foxhall International, LLC (Bankr. W.D. Tex. Case No.
      12-34046;

   -- Lone Star Foxhall, LLC (Bankr. W.D. Tex. Case No.
      12-34048); and

   -- Metex Demolition, LLC (Bankr. W.D. Tex. Case No.
      12-31963)

The confirmation hearing was held April 1, 2013.

According to Judge Houser, the Fourth Plan, as Modified, is
feasible and confirmation of the Plan is not likely to be followed
by the liquidation, or need for further financial reorganization
by any of the Foxhall Entities which remain.

Judge Houser on April 3 approved modifications to the Plan.

A copy of the Court's Findings of Fact and Conclusions of Law
dated April 5, 2013, is available at http://is.gd/ccf2Bhfrom
Leagle.com.

The cases of Foxhall International and Lone Star Foxhall are
jointly administered.  Both are represented by John L. Ryder, Esq.
-- jryder@harrisshelton.com -- at Harris Shelton Hanover Walsh,
PLLC.

According to reporting by the Troubled Company Reporter, Foxhall
International, in Collierville, Tenn., originally filed a Chapter
11 petition (Bankr. W.D. Tenn. Case No. 12-24664) on May 4, 2012.
Judge George W. Emerson Jr. oversaw that case case.  In the
petition, Foxhall estimated under $50,000 in assets and under
$10 million in debts.  A list of Foxhall's 11 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/tnwb12-24664.pdf

Metex Demolition, based in Dallas, Texas, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 12-31963) on March 30, 2012.
Judge Barbara J. Houser oversees the case. Joyce W. Lindauer, Esq.
-- courts@joycelindauer.com -- serves as Metex's counsel.  In its
petition, Metex estimated under $10 million in both assets and
debts.

The Foxhall and Metex petitions were signed by Suleman Sohani, as
manager/CEO.


FREMONT INVESTMENT: Insurer Skirts Coverage for $20M Mortgage Loss
------------------------------------------------------------------
Juan Carlos Rodriguez of BankruptcyLaw360 reported that a
California federal judge on Wednesday freed Federal Insurance Co.
from a $20 million suit brought by bankrupt wholesale lender
Fremont Investment and Loan's successor seeking to cover losses
from a mortgage fraud scheme.

The report related that U.S. District Judge James V. Selna said
financial institution bonds issued to Fremont contained a couple
of exclusions that void any coverage the insurer might have owed
Fremont's successor, Signature Group Holdings, for losses it
suffered from Fremont's funding of $20 million in fraudulent loans
for an alleged criminal enterprise.


FRIENDFINDER NETWORKS: Incurs $49.4 Million Net Loss in 2012
------------------------------------------------------------
FriendFinder Networks Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $49.44 million on $314.37 million of total revenue for
the year ended Dec. 31, 2012, as compared with a net loss of
$31.14 million on $330.43 million of total revenue in 2011.  The
Company incurred a $43.15 million net loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $452.15
million in total assets, $628.56 million in total liabilities and
a $176.41 million total stockholders' deficiency.

EisnerAmper LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company's New First
Lien Notes and Cash Pay Second Lien Notes, absent a restructuring
or refinancing, mature on Sept. 30, 2013, and further are subject
to maturity date acceleration by the lenders as a result of events
of default upon the expiration or termination of forbearance
agreements currently in place.  In addition, the Company has
failed to comply with certain covenants related to its Non-Cash
Pay Second Lien Notes which mature on April 30, 2014.
Accordingly, all such debt has been classified as current
liabilities as of Dec. 31, 2012, and cannot be satisfied with
available funds which raises substantial doubt about the Company's
ability to continue as a going concern.

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

                        http://is.gd/gMA6MH

                     About FriendFinder Networks

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  All total, its Web sites are offered in 12
languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.

                           *     *     *

In the Nov. 14, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered its rating on FriendFinder Networks to
'CC' from 'CCC'.

"The downgrade follows FriendFinder's announcement that it had
reached a forbearance agreement with 85% of the lenders in its
senior secured notes and 100% of the lenders in its second lien
cash pay notes that defers the excess cash flow payments through
Feb. 4, 2013," said Standard & Poor's credit analyst Daniel
Haines.  "The company has decided to preserve liquidity as it
attempts to refinance its debt.  We are withdrawing our ratings at
the company's request."


FRONTIER AIRLINES: Indigo, Anchorage in Talks on Buyout
-------------------------------------------------------
Mike Spector and Jack Nicas, writing for The Wall Street Journal,
report that Indigo Partners LLC, a Phoenix-based private-equity
firm, and Anchorage Capital Group LLC, a New York investment firm,
are competing to take control of Frontier Airlines, sources
familiar with the matter said.

According to the report, the people close to the negotiations said
the two investment firms are in discussions with Republic Airways
Holdings Inc., which acquired Frontier out of bankruptcy in 2009.
WSJ says a deal could be valued at more than $1 billion including
debt, said people close to the negotiations.  The sources said the
discussions remain at an early stage and could fall apart.  They
said a handful of possible suitors have expressed interest in
Frontier, with Indigo and Anchorage emerging as the most serious
potential bidders.

The sources also told WSJ under the contours of a deal currently
being discussed, a buyer would pay between $20 million and $50
million to purchase Frontier from Republic and then recapitalize
the airline with an additional $100 million to $150 million. A
buyer would also assume hundreds of millions of dollars of
liabilities.  Another scenario under consideration is Republic
keeping a minority stake.

Indianapolis-based Republic purchased Frontier out of bankruptcy
for $109 million and assumed $1 billion in debt and aircraft-lease
obligations.  According to the report, Republic disclosed in April
2012 that it had hired bankers at Barclays Capital to seek buyers
for Frontier.

WSJ notes Indigo specializes in airline investments.  Indigo, run
by former America West Airlines CEO William A. Franke, bought
Spirit Airlines Inc. in 2006.  Indigo also has investments in
discount carriers including Tiger Airways Holdings Ltd. in
Singapore, Wizz Air Hungary Airlines Ltd. in Hungary, and Volaris
in Mexico.  Mr. Franke has also teamed up with TPG founder David
Bonderman on investments such as Ireland's Ryanair Holdings.  Mr.
Franke also hired US Airways Group Inc. CEO Doug Parker as finance
chief at America West before it merged with US Airways.

WSJ relates Anchorage focuses on distressed-debt trading and
sectors including airlines.  Anchorage also has a stake in Spirit.
Its co-founder, Kevin Ulrich, is best known for sitting on the
board of film studio Metro-Goldwyn-Mayer Inc.'s corporate parent
after forgiving large debt holdings for significant ownership of
the Hollywood company during a streamlined bankruptcy
reorganization.

                      About Frontier Airlines

Based in Denver, Colorado, Frontier Airlines --
http://www.frontierairlines.com/-- is the second-largest jet
service carrier at Denver International Airport.

Frontier Airlines Holdings Inc. and its affiliates filed for
Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No.
08-11297 thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represented the
Debtors in their restructuring efforts. Togul, Segal & Segal LLP
was the Debtors' Conflicts Counsel, Faegre & Benson LLP was the
Debtors' Special Counsel, and Kekst and Company was the Debtors'
Communications Advisors.

In June 2009, Republic Airways Holdings offered to acquire the
Debtors' assets for $108 million.  In July 2009, Southwest
Airlines countered with a $113.6 million bid.  In August 2009,
Republic won the bidding, paying $109 million and assuming about
$1 billion of debt and aircraft-lease obligations.

In September 2009, the Bankruptcy Court confirmed the Company's
Plan of Reorganization which was premised on the Republic deal.
Republic closed the deal in October 2009.  Frontier Airlines
became a wholly owned subsidiary of Indianapolis-based Republic.


FUELSTREAM INC: Delays Form 10-K for 2012
-----------------------------------------
Fuelstream, Inc., notified the U.S. Securities and Exchange
Commission that it will be late in filing its annual report on
Form 10-K for the year ended Dec. 31, 2012.  The Company said the
financial information to be contained in its 10-K cannot be
analyzed and completed on a timely basis.

                          About Fuelstream

Draper, Utah-based Fuelstream, Inc., is an in-wing and on-location
supplier and distributor of aviation fuel to corporate,
commercial, military, and privately-owned aircraft throughout the
world.  The Company also provides a variety of ground services
either directly or through its affiliates, including concierge
services, passenger andbaggage handling, landing rights,
coordination with local aviation authorities, aircraft maintenance
services, catering, cabin cleaning, customsapprovals, and third-
party invoice reconciliation.  The Company's personnel assist
customers in flight planning and aircraft routing aircraft,
obtaining permits, arranging overflies, and flight follow
services.

Morrill & Associates, LLC, in Bountiful, Utah, expressed
substantial doubt about Fuelstream'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 negative working capital, negative cash flows from
operations and recurring operating losses.

The Company's balance sheet at Sept. 30, 2012, showed
$3.04 million in total assets, $4.87 million in total liabilities
and a $1.82 million total stockholders' deficit.


FUSION TELECOMMUNICATIONS: Incurs $5.2 Million Net Loss in 2012
---------------------------------------------------------------
Fusion Telecommunications International, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $5.20 million on $44.28 million of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $4.45 million on $42.35 million of revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2012, showed $27.06
million in total assets, $33.18 million in total liabilities and a
$6.11 million total stockholders' deficit.

Rothstein Kass, in Roseland, 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 had negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations that
raises a substantial doubt about their ability to continue as a
going concern.

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

                        http://is.gd/D9pUHQ

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.


GASCO ENERGY: Misses Interest Payment on Convertible Sr. Notes
--------------------------------------------------------------
Gasco Energy, Inc. on April 8 disclosed that it has elected not to
make the $1,242,120 semi-annual interest payment due on April 5,
2013 on its outstanding 5.50% Convertible Senior Notes due 2015.

The indenture governing the 2015 Notes provides that the failure
to make such interest payment constitutes an event of default
after a 30-day cure period.  Accordingly, if the Company has not
made the interest payment by May 6, 2013, an event of default
under the indenture will occur.  As of April 8, 2013, there was
$45,168,000 aggregate principal amount of 2015 Notes outstanding.

During the cure period, the Company intends to engage in
discussions with the holders of the 2015 Notes regarding a
forbearance agreement in connection with the interest payment
and/or a modification of the indenture governing the 2015 Notes.
As previously disclosed, the Company has engaged a financial
advisor to assist it in evaluating potential strategic
alternatives, such as a strategic restructuring, refinancing or
other transaction to provide it with additional liquidity.

                         About Gasco Energy

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


GENELINK INC: Incurs $3 Million Net Loss in 2012
------------------------------------------------
Genelink, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$3.05 million on $2.13 million of revenue for the year ended
Dec. 31, 2012, as compared with a net loss of $3.83 million on
$4.68 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.45 million
in total assets, $4.11 million in total liabilities, and a
$2.66 million total stockholders' deficit.

Hancock Askew & Co., LLP, in Savannah, GA, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred significant net losses in 2012 and 2011,
has a working capital deficit and a significant accumulated
deficit.  These items raise substantial doubt as to the Company's
ability to continue as a going concern.

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

                         http://is.gd/lfr42r

                           About Genelink

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


GEOKINETICS INC: No Creditors' Committee Appointed in Case
----------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the U.S.
Bankruptcy Court for the District of Delaware that an official
committee of unsecured creditors has not been appointed in the
Chapter 11 cases of Geokinetics, Inc., et al., because there was
insufficient response to her communication for service on the
committee.

                       About Geokinetics Inc.

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

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

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


GEOKINETICS INC: Obtains Court Authority to Hire Professionals
--------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Geokinetics, Inc., and its debtor
affiliates to employ Akin Gump Strauss Hauer & Feld LLP as lead
bankruptcy counsel; Richards, Layton & Finger, P.A., as Delaware
local counsel; Rothschild Inc. as financial advisor and investment
banker; UHY LLP as independent auditor; and GCG, Inc., as
administrative agent.

                       About Geokinetics Inc.

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

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

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


GEOKINETICS INC: Can Pay $9.2MM to Critical Vendors
---------------------------------------------------
Geokinetics, Inc., et al., sought and obtained final authority
from the U.S. Bankruptcy Court for the District of Delaware to pay
prepetition claims of critical vendors in an amount not to exceed
$8.7 million in the aggregate.  The Debtors are also authorized to
pay critical landowner claims in an amount not to exceed $500,000
in the aggregate.

                       About Geokinetics Inc.

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

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

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


GLOBALSTAR INC: Has Forbearance with Noteholders Until April 15
---------------------------------------------------------------
Globalstar, Inc., has entered into a forbearance agreement with
the holders of approximately 78% of its 5.75% Convertible Senior
Notes due 2028 to provide Globalstar a further opportunity to
negotiate a restructuring of the Notes.

Under the terms of the forbearance agreement, the holders of
approximately 78% of the Notes have agreed to forbear from
pursuing any remedies with respect to the collection of the Notes,
including, without limitation, declaring an acceleration of the
Notes, until 11:59 pm (EDT) on April 15, 2013.  Globalstar and the
holders of the Notes are actively negotiating the terms of a
potential restructuring arrangement of the Notes with the
objective of reaching agreement by the end of the forbearance
period.

Jay Monroe, Globalstar's CEO, said, "The forbearance agreement
demonstrates the Note holders' support for Globalstar and provides
a runway for further discussions towards a mutually agreeable
restructuring of the Notes."

As required by the indenture, Globalstar previously announced an
offer to purchase all of the Notes at par on April 1, 2013, which
offer terminated on March 29, 2013.  Globalstar has been advised
by the trustee for the Notes that holders representing $70,654,000
in principal amount of the Notes (98.4% of the outstanding Notes)
have exercised their rights pursuant to this offer.  Under the
Indenture, Globalstar is required to deposit with the trustee by
11 A.M. on April 1, 2013, cash equal to the purchase price of
$70,654,000 to effect the purchase of the Notes from the
exercising holders.  As previously disclosed, Globalstar currently
does not have sufficient funds to pay this purchase price.

In addition, Globalstar has failed to make the required interest
payment of $2,064,365 on the Notes for the six months ended
March 31, 2013.  Globalstar's failure to pay this interest by
April 30, 2013, would also constitute an event of default under
the Notes.

The forbearance agreement is intended to prevent the acceleration
and enforcement of the Notes under the indenture due to the
failure to pay the purchase price or April interest payment.  If
the obligations under the Notes are accelerated, an event of
default may occur under other funded indebtedness of the Company
in an aggregate amount of up to approximately $675,000,000.

Any restructuring arrangement for the Notes is subject to
negotiation and execution of definitive agreements.  Globalstar is
seeking the consent of the lenders under its senior secured credit
facility to this restructuring; however, there is no assurance
such consent will be obtained. Until definitive agreements are
negotiated in their entirety and executed, and the transactions
contemplated thereby are consummated, there can be no assurance
that any debt restructuring will be completed by the end of the
forbearance period or at all.  If Globalstar is unable
successfully to negotiate and complete a debt restructuring, it
intends to explore other available restructuring and
reorganization alternatives.

                         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.

                           *     *     *

As reported by the Troubled Company Reporter on June 13, 2012,
Globalstar Inc. announced on May 16, 2012, the decision of the
arbitrators in the commercial arbitration concerning its 2009
satellite manufacturing contract with Thales Alenia Space France.

Although the Company and Thales may agree to other terms,
the arbitrators' ruling requires Globalstar to pay Thales
approximately EUR53 million in Phase 3 termination charges by
June 9, 2012.  The Company disputes the merits of the Award and is
currently considering its options to oppose, seek to vacate, or
otherwise challenge the Award.

On June 11, Globalstar said it did not make payment of the Award
to Thales on or prior to June 9.  As a result, among other things,
the Award has begun to accrue simple interest.  The Company
continues to engage in discussions with Thales in an effort to
reach a consensual resolution.

On May 23, 2012, Thales commenced an action in the District Court
for the Southern District of New York by filing a petition to
affirm the Award.  The Company is currently in negotiations with
Thales in an effort to reach an amicable resolution of their
disputes.  In the event the parties fail to reach such an
agreement, the Company currently intends to move to vacate the
Award.

On the same date that Thales commenced the New York Proceeding,
Thales sent a notice to the agent under the Company's secured bank
facility, pursuant to section 2.3 of a Direct Agreement between
Thales, Globalstar, and the Agent, dated June 5, 2009, notifying
the Agent, among other things, of the Award, that it deems the
failure to pay the Award a default under the Construction
Agreement, and that it is reserving all of its rights under the
Direct Agreement and the Construction Agreement, including the
right to suspend performance under the Direct Agreement, if the
Company's default is not cured within 30 days of receipt of the
Notice.

Pursuant to section 2.3 of the Direct Agreement, Thales must wait
30 days from the date of notice to the Agent before suspending
performance under the Construction Agreement and, if the default
is not cured 30 days after the date of suspension of performance,
Thales may terminate the Construction Agreement in accordance with
its terms.  There can be no assurance that Thales will not seek to
terminate the Construction Agreement before the requisite periods
expire.  Should Thales seek to terminate the Construction
Agreement prematurely, the Company would pursue all of its rights
and remedies, but there can be no assurance that the Company's
interpretation would prevail.

Globalstar and Thales have initiated post-ruling discussions to
seek mutually agreeable solutions on all aspects of the
Construction Agreement and the Award.  No assurance can be given
that the Company will be successful in reaching agreement with
Thales as to the Construction Agreement or the Award.

If the parties are not able to reach a mutually agreeable
resolution, if the Award is confirmed, final, and non-appealable
and thereafter remains unpaid without resolution, or if Thales
terminates the Construction Agreement, there are likely to be
materially negative consequences to Globalstar, including with
respect to its debt agreements, ongoing work with Thales, and
business operations, and Globalstar may be required to consider
strategic alternatives, including, without limitation, seeking
protection under Chapter 11 of the U.S. Bankruptcy Code.


GLYECO INC: Delays Form 10-K for 2012 Due to Difficulties
---------------------------------------------------------
GlyeCo, Inc., was unable to file its annual report on Form 10-K
for the fiscal year ended Dec. 31, 2012, within the prescribed
period due to administerial difficulties.  Those difficulties
prevent the Company from filing the annual report without
unreasonable effort or expense.  The company fully expects to be
able to file the annual report within the additional time allowed
by this report.

                         About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Jorgensen & Co., in Lehi, Utah, expressed substantial doubt about
GlyEco'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 not yet achieved
profitable operations and is dependent on the Company's ability to
raise capital from stockholders or other sources and other factors
to sustain operations.

The Company's balance sheet at Sept. 30, 2012, showed $1.55
million in total assets, $2.24 million in total liabilities and a
$685,243 total stockholders' deficit.


GOLD CANYON BANK: Closed; First Scottsdale Assumes Deposits
-----------------------------------------------------------
Gold Canyon Bank of Gold Canyon, Ariz., was closed on Apr. 5,
2013, by the Arizona Department of Financial Institutions, which
appointed the Federal Deposit Insurance Corporation (FDIC) as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with First Scottsdale Bank,
National Association of Scottsdale, Ariz., to assume all of the
deposits of Gold Canyon Bank.

The two branches of Gold Canyon Bank reopened on Monday as
branches of First Scottsdale Bank, National Association, which
will continue to operate them under the name Gold Canyon Bank.
Depositors of the failed bank will automatically become depositors
of First Scottsdale Bank, National Association.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage up to applicable limits.
Customers of Gold Canyon Bank should continue to use their
existing branch until they receive notice from First Scottsdale
Bank, National Association that it has completed systems changes
to allow other First Scottsdale Bank, National Association
branches to process their accounts as well.

As of December 31, 2012, Gold Canyon Bank had approximately $45.2
million in total assets and $44.2 million in total deposits.  In
addition to assuming all of the deposits of the failed bank, First
Scottsdale Bank, National Association agreed to purchase
essentially all of the assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-234-9027.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/goldcanyon.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $11.2 million.  Compared to other alternatives,
First Scottsdale Bank, National Association's acquisition was the
least costly resolution for the FDIC's DIF.  Gold Canyon Bank is
the fifth FDIC-insured institution to fail in the nation this
year, and the first in Arizona.  The last FDIC-insured institution
closed in the state was Western National Bank, Phoenix, on
December 16, 2011.


GRAYMARK HEALTHCARE: Incurs $22.8 Million Net Loss in 2012
----------------------------------------------------------
Graymark Healthcare, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $22.79 million on $16.96 million of net revenues for
the year ended Dec. 31, 2012, as compared with a net loss of
$6.12 million on $17.51 million of net revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $7.07 million
in total assets, $24.23 million in total liabilities, and a
$17.15 million total deficit.

Hein & Associates LLP, 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 significant losses from operations,
anticipates additional losses in the next year and had
insufficient working capital as of Dec. 31, 2012, to fund the
anticipated losses.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

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

                         http://is.gd/5Hjy9u

                      About Graymark Healthcare

Graymark Healthcare, Inc., headquartered in Oklahoma City, Okla.,
provides care management solutions to the sleep disorder market.
As of June 30, 2012, the Company operated 107 sleep diagnostic and
therapy centers in 10 states.


GREEN ENERGY: Delays 2012 Form 10-K for Analyses
------------------------------------------------
Green Energy Management Services Holdings, Inc., was unable to
file its annual report on Form 10-K for the fiscal year ended
Dec. 31, 2012, by the prescribed date of April 1, 2013, without
unreasonable effort or expense because the Company needs
additional time to complete certain disclosures and analyses to be
included in the Report.  The Company intends to file the Report on
or prior to the 15th calendar day following the prescribed due
date.

                         About Green Energy

Baton Rouge, Louisiana-based Green Energy Management Services
Holdings, Inc., is a full service energy management company.  GEM
provides its clients all forms of energy efficiency solutions
mainly based in two functional areas: energy efficient lighting
upgrades and efficient water utilization.  GEM is currently
primarily involved in the distribution of energy efficient light
emitting diode ("LED") units (the "Units") to end users who
utilize substantial quantities of electricity.  GEM is also
currently involved in the initial stages of customer installation
of its Water Management System.  GEM structures its contracts
with no upfront or maintenance costs to its customers and shares
in the achieved energy, water utilization and maintenance
savings.

In its audit report for the 2011 results, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Green Energy
Management Services Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations.

The Company reported a net loss of $19.25 million on $116,550 of
revenue for 2011, compared with a net loss of $1.91 million on
$291,311 of revenue for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.34
million in total assets, $4.83 million in total liabilities, all
current, and a $3.49 million total stockholders' deficit.

                        Bankruptcy Warning

"As of September 30, 2012, we had cash of $13,996 and contract
receivables of $32,193.  With the funds that we currently have on
hand and the potential third party financing to monetize the
revenues projected from our agreement with Co-op City, pursuant to
which we have received approximately $21,000 per month to date, we
believe that we will be able to sustain our current level of
operations for approximately the next 12 months.

"Risk Factors for the matters for which a negative outcome could
result in payments by us of substantial monetary damages, or
changes to our products or our business, which may have a material
and adverse impact on our business, financial condition or results
of operations or force us to file for bankruptcy and/or cease our
operations."


GREENSHIFT CORP: Reports $2.5 Million Net Income in 2012
--------------------------------------------------------
Greenshift Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$2.46 million on $14.51 million of total revenue for the year
ended Dec. 31, 2012, as compared with net income of $7.90 million
on $20.04 million of total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $8.41 million
in total assets, $47.90 million in total liabilities and a $39.48
million total stockholders' deficit.

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

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

                        http://is.gd/qc3N06

                   About Greenshift Corporation

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


GRIFFON CORP: $25-Mil. Debt Increase No Impact on Moody's 'B1' CFR
------------------------------------------------------------------
Moody's Investors Service said that Griffon Corporation will see a
modest improvement in liquidity as a result of a recent $25
million increase in its revolving credit facility commitment, in
conjunction with an extension of maturity by two years to March
2018 and a modest reduction in interest rate on the revolver.

However, the company's speculative grade liquidity rating of SGL-2
remains unchanged, as the improvement is not sufficiently material
to the company's overall liquidity position. Griffon's B1
corporate family rating was also not affected by the change in
revolver commitment.

The principal methodology used in rating Griffon 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.

Griffon Corporation (NYSE:GFF) is a diversified management and
holding company that conducts business through wholly-owned
subsidiaries. Griffon is a manufacturer of residential garage
doors and non-powered lawn and garden tools, through its Home and
Building Product segment; specialty plastic films and laminates
for hygienic, healthcare and industrial end uses through its
Plastic Products Company; and designs, develops and manufactures
high-technology, integrated information, communication and sensor
system solutions for use in military and commercial markets
worldwide through its Telephonics Corporation. For the year ending
September 30, 2012, revenue approximated $1.9 billion.


HALLWOOD GROUP: Incurs $17.9 Million Net Loss in 2012
-----------------------------------------------------
The Hallwood Group Incorporated filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $17.94 million on $130.52 million of textile products
sales for the year ended Dec. 31, 2012, as compared with a net
loss of $6.33 million on $139.49 million of textile product sales
during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed
$70.97 million in total assets, $29.77 million in total
liabilities and $41.19 million in total stockholders' equity.

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

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

                         http://is.gd/NwN6Kn

                         About Hallwood Group

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

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

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


HI-WAY EQUIPMENT: Section 341(a) Meeting Scheduled for May 29
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Hi-Way Equipment
Company LLC will be held on May 29, 2013, at 1:30 p.m. at FTW 341
Rm 7A24.  Creditors have until Aug. 27, 2013, to submit their
proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                  About Hi-Way Equipment Company

Hi-Way Equipment Company LLC filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 13-41498) on April 1, 2013.  Charles W. Reeves,
Jr., signed the petition as chief restructuring officer.
Gardere Wynne Sewell, LLP, serves as the Debtor's counsel.  The
Debtor estimated assets and debts of at least $10 million.

Hi-Way Equipment has been providing rental and sales of equipment
since 1948.  In 2008, Hi-Way Equipment acquired Equipment Support
Services, Inc.  As part of that acquisition, Hi-Way Equipment
expanded to become a dealer of Case and Case IH equipment through
CNH America LLC.  With the acquisition of ESS, Hi-Way Equipment
acquired ESS' subsidiaries: CDI Equipment, Ltd., Carruth-Doggett
Industries Partners Acquisition, LLC, Future Equipment Holdings,
LLC, Future Equipment Partners, LLC, Equipment Support Services,
Inc., ESS Acquisition LLC, Carruth-Doggett Industries Holdings
Acquisition, LLC and Southern Power Acquisition, Inc.  In 2011,
Hi-Way Equipment merged with the Subsidiaries and Hi-Way Equipment
was the sole surviving entity. Hi-Way Equipment serves as the non-
exclusive dealer of Case and Case IH equipment in numerous
counties across Texas.


HMV GROUP: Hilco's PE Unit Rescues Music Chain
----------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that the private equity
division of restructuring firm Hilco Trading LLC said Friday that
it had bought 141 retail locations of insolvent HMV Group PLC,
saying it had plans to revive the U.K-based bankrupt DVD and CD
seller.

The report related that stores had been slated for closing by
HMV's administrator, Deloitte LLP. Hilco U.K. did not announce the
purchase price, but the sale was widely reported to be $76
million. The acquisition potentially saves 2,500 jobs, Hilco said.

"We're officially out of administration and under new ownership,"
HMV said, according to the report.

                          About HMV Group

United Kingdom-based HMV Group plc is engaged in retailing of
pre-recorded music, video, electronic games and related
entertainment products under the HMV and Fopp brands, and the
retailing of books principally under the Waterstone's brand.  The
Company operates in four segments: HMV UK & Ireland, HMV
International, HMV Live, and Waterstone's.

On Jan. 14, HMV Group went into administration after suppliers
refused a request for a GBP300 million lifeline for the company.
Deloitte was appointed as administrator to the chain, which was
hit by growing competition from online rivals, supermarkets, and
illegal downloads.


HORIYOSHI WORLDWIDE: Delays Form 10-K for 2012
----------------------------------------------
Horiyoshi Worldwide, Inc., said it could not complete the filing
of its annual report on Form 10-K for the period ended Dec. 31,
2012, due to a delay in obtaining and compiling information
required to be included in the Company's Form 10-K, which delay
could not be eliminated by the Company without unreasonable effort
and expense.  In accordance with Rule 12b-25 of the Securities
Exchange Act of 1934, as amended, the Company will file its Form
10-K no later than the 15th calendar day following the prescribed
due date.

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.

As reported in the TCR on April 9, 2012, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about Horiyoshi
Worldwide'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 accumulated losses
of $3,732,640 since inception.

The Company's balance sheet at Sept. 30, 2012, showed $2.0 million
in total assets, $1.8 million in total current liabilities, and
stockholders' equity of $191,447.


HOSPITAL DE DAMAS: Court Declines to Issue Final Decree
-------------------------------------------------------
Hospital de Damas, Inc., failed to overcome opposition by the U.S.
Trustee and several creditors to its application for final decree
closing its Chapter 11 case.

Bankruptcy Judge Edward A. Godoy last week denied the request
without prejudice.

After several procedural setbacks, Damas achieved confirmation of
its amended plan of reorganization on May 15, 2012.  Damas argues
that its plan of reorganization has been substantial consummated
and, thus, the court can issue a final decree in the case.

The United States Trustee opposes on the ground that there are
pending contested matters in the case which prevent the entry of a
final decree.  Several creditors raised a similar ground.

In this case still pending resolution by the court are objections
by Damas to proofs of claim 95 and 98.  On Jan. 28, 2013, Damas
moved for summary judgment on the pending controversies regarding
proofs of claim 95 and 98.  An opposition to the motion for
summary judgment was filed on Feb. 20, 2013.  And on Feb. 26,
2013, Damas replied in support of its motion for summary judgment.
An evidentiary hearing is set for June 28, 2013, in the event the
pending controversies cannot be resolved by summary judgment.

A copy of the Court's April 4, 2013 Opinion and Order is available
at http://is.gd/sD86lxfrom Leagle.com.

                       About Hospital Damas

Ponce, Puerto Rico-based Hospital Damas, Inc., has operated a
general acute care hospital, providing critical care, general
medical and skilled nursing services.  The Debtor is a wholly
owned subsidiary of Fundacion Damas Inc.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 10-08844) on Sept. 24, 2010.  According to its
schedules, the Debtor disclosed US$24,017,166 in total assets and
US$21,267,263 in total liabilities.

Attorneys at Charles A. Cuprill, P.S.C., in San Juan, Puerto
Rico, represent the Debtor as counsel.  Jorge P. Sala Law Offices
serves as the Debtor's labor law special counsel, to be assisted
by special counsel Fiddler, Gonzalez & Rodriguez, P.S.C.
Attorneys at Kilpatrick Townsend & Stockton LLP, in Atlanta, Ga.,
represent the Official Committee of Unsecured Creditors as
counsel.


HOSTESS BRANDS: Court Green Lights Sales to McKee, US Bakery
------------------------------------------------------------
Rachel Feintzeig, writing for The Wall Street Journal, reports
that Bankruptcy Judge Robert Drain in White Plains, N.Y., on
Tuesday gave Hostess Brands Inc. permission to sell off the last
of its major cake and bread assets, raising total sale proceeds to
about $860 million.  Judge Drain signed off on two sales:

     -- McKee Foods Corp., the maker of Little Debbie snack
        cakes, is purchasing Hostess's Drake's brand of coffee
        cakes and other treats for $27.5 million;

     -- A subsidiary of United States Bakery Inc. will acquire
        for $30.9 million Hostess's Sweetheart, Eddy's, Standish
        Farms and Grandma Emilie's bread brand, plus four
        bakeries and 14 depots.

Both buyers served as the lead bidders for their respective pools
of assets.  The report says McKee Foods' bid was unchallenged
during the sale process, while U.S. Bakery was challenged at
auction by a joint venture of Mexican bakery giant Grupo Bimbo SAB
de CV and Hackman Capital Acquisition Co., said Lisa Laukitis, an
attorney representing Hostess.  U.S. Bakery originally bid $28.9
million as the so-called stalking horse for that contest.

In March, Hostess won approval for sales of about $800 million in
cake and bread assets.  Hostess sold:

     -- the majority of its cake brands, including Ho Hos,
        Ding Dongs and Twinkies, to Apollo Global Management
        LLC and Metropoulos & Co., two buyout firms that teamed
        up with an offer of about $410 million;

     -- Flowers Foods Inc., maker of Tastykakes and Nature's Own
        bread, picked up five major Hostess bread brands,
        including Wonder and Nature's Pride, for $360 million; and

     -- Grup Bimbo acquired bread brand, Beefsteak rye, for
        $31.9 million.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down.  Employee headcount is expected to
decrease by 94% within the first 16 weeks of the wind down.  The
entire process is expected to be completed in one year.


HOSTESS BRANDS: Union Pulls Objections to Upcoming Asset Sales
--------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that the bakers union
of Hostess Brands Inc. on Thursday dropped its objections to the
company's planned sales of its Drake's brands after Hostess agreed
to add language saying the deals would not limit any bargaining
obligations of the respective purchasers.

The report said the Bakery Workers union said it had agreed to
drop its objections to the sale after the company agreed to amend
the agreement protecting any bargaining rights.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down.  Employee headcount is expected to
decrease by 94% within the first 16 weeks of the wind down.  The
entire process was expected to be completed in one year.


HOWREY LLP: Trustee Settles With Legal Malpractice Insurer
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Howrey LLP, a liquidating law firm,
reached a settlement with the firm's legal malpractice insurer,
Attorneys' Liability Assurance Society Inc.  ALAS is an insurance
company owned by the law firms it insures.  The largest part of
the settlement stems from Howrey's $7.6 million share of ALAS's
net worth.

According to the report, the settlement calls for ALAS to pay the
trustee $1.4 million immediately, with additional payments in the
same amounts in May of 2014 through 2016.  ALAS will hold back $2
million to recover the deductible Howrey is required to pay on
claims.  To the extent not used up, the holdback eventually will
be paid to the Howrey trustee.

                         About Howrey LLP

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

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

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

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

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

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


IMAGEWARE SYSTEMS: Incurs $10.2 Million Net Loss in 2012
--------------------------------------------------------
Imageware Systems Incorporated filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $10.19 million on $3.95 million of revenue for the
year ended Dec. 31, 2012, as compared with a net loss of $3.18
million on $5.47 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $8.71 million
in total assets, $6.36 million in total liabilities and $2.34
million in total shareholders' equity.

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

                        http://is.gd/VObMjf

                      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.


INERGETICS INC: Incurs $4.3 Million Net Loss in 2012
----------------------------------------------------
Inergetics, Iinc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$4.27 million on $91,873 of net sales for the year ended Dec. 31,
2012, as compared with a net loss of $5.47 million on $137,438 of
net sales during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.75 million
in total assets, $7.30 million in total liabilities and a $4.55
million total stockholders' deficit.

Friedman LLP, in Marlton, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has incurred substantial accumulated deficits and
operating losses and has a working capital deficiency of
$4,518,870.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

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

                         http://is.gd/546q0j

                          About Inergetics

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


INFINITY ENERGY: Swings to $2.9 Million Net Income in 2012
----------------------------------------------------------
Infinity Energy Resources, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
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.

The Company's balance sheet at Dec. 31, 2012, showed $4.46 million
in total assets, $6.95 million in total liabilities, $12.86
million in Redeemable, convertible preferred stock and a $15.35
million total stockholders' deficit.

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.

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

                       http://is.gd/in2DaE

                     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.


INFUSION BRANDS: Delays Form 10-K for 2012
------------------------------------------
Infusion Brands International, Inc., notified the U.S. Securities
and Exchange Commission that the compilation, dissemination and
review of the information required to be presented in the Form
10-K for the period ended Dec. 31, 2012, has imposed time
constraints that have rendered timely filing of the Form 10-K
impracticable without undue hardship and expense to the
registrant.  The Company undertakes the responsibility to file
that annual report no later than fifteen days after its original
due date.

                       About Infusion Brands

Infusion Brands International, Inc. is a global consumer products
company.  Its wholly owned operating subsidiary, Infusion Brands,
Inc. specializes in building and marketing profitable brands
through international direct-to-consumer channels of distribution.

On Dec. 16, 2010, as part of its quasi-reorganization in order to
change its business model from that of an acquisition strategy to
a singular operating model as a consumer products company which
builds and markets brands internationally through direct-to-
consumers channels of distribution, OmniReliant Holdings, Inc.
entered into an agreement and plan of merger with Infusion Brands
International, Inc., a Nevada corporation and the Company's
wholly-owned subsidiary.  Pursuant to the terms and subject to the
conditions set forth in the Merger Agreement, the Company merged
with and into Infusion Brands International, Inc., solely to
effect a name change of the Company.

Meeks International LLC, in Tampa, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern
following the financial results for the year ended Dec. 31, 2011.
The independent auditors noted that the Company has incurred
significant recurring losses from operations and is dependent on
outside sources of financing for continuation of its operations
and management is restructuring and redirecting its operating
initiatives that require the use of its available capital
resources.

The Company reported a net loss of $6.94 million on $17.94 million
of product sales in 2011, compared with a net loss of $16.07
million on $7.17 million of product sales in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $8.28
million in total assets, $11.87 million in total liabilities,
$37.88 million in redeemable preferred stock, and a $41.47 million
total shareholders' deficit.


INNER CITY: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Inner City Properties, LLC
        13981 Bethel Ridge
        Florence, IN 47020

Bankruptcy Case No.: 13-11552

Chapter 11 Petition Date: April 4, 2013

Court: U.S. Bankruptcy Court
       Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Debtor's Counsel: Michael B. Baker, Esq.
                  THE BAKER FIRM, PLLC
                  2131 Chamber Center Drive
                  Ft. Mitchell, KY 41017
                  Tel: (859) 647-7777
                  Fax: (859) 647-7799
                  E-mail: mbaker@bakerlawky.com

                         - and ?

                  Michael L. Baker, Esq.
                  ZIEGLER & SCHNEIDER, P.S.C.
                  541 Buttermilk Pike, Suite 500
                  P.O. Box 175710
                  Covington, KY 41017-5710
                  Tel: (859) 426-1300
                  E-mail: mlb@zslaw.com

Scheduled Assets: $8,894,302

Scheduled Liabilities: $5,618,076

The Company?s list of its 17 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ohsb13-11552.pdf

The petition was signed by Tracy Hines, manager.


INTELLICELL BIOSCIENCES: Delays Form 10-K for 2012
--------------------------------------------------
Intellicell Biosciences, Inc., notified the U.S. Securities and
Exchange Commission that it will be delayed in filing its annual
report on Form 10-K for the period ended Dec. 31, 2012.  The
Company said the compilation, dissemination and review of the
information required to be presented in the Annual Report on Form
10-K for the relevant period has imposed time constraints that
have rendered timely filing of the Annual Report on Form 10-K
impracticable without undue hardship and expense to the
registrant.  The Company undertakes the responsibility to file
that report no later than 15 days after its original prescribed
due date.

                    About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company has incurred losses since inception resulting in an
accumulated deficit of $43,079,590 and a working capital deficit
of $3,811,024 as of March 31, 2012, respectively.  However, if the
non-cash expense related to the Company's change in fair value of
derivative liability and stock based compensation is excluded then
the accumulated deficit amounted to $4,121,538.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed
$4.15 million in total assets, $7.31 million in total liabilities
and a $3.16 million total stockholders' deficit.


INTERFINANCIAL PROPERTIES: Case Summary & Creditors List
--------------------------------------------------------
Debtor: Interfinancial Properties, Incorporated
        One Overton Park, Suite 1150
        3625 Cumberland Boulevard
        Atlanta, GA 30339

Bankruptcy Case No.: 13-57835

Chapter 11 Petition Date: April 8, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Will B. Geer, Esq.
                  LAW OFFICE OF WILL GEER
                  1069 Spring Street, NW, Suite 200
                  Atlanta, GA 30309
                  Tel: (678) 587-8740
                  Fax: (404) 287-2767
                  E-mail: willgeer@atlbankruptcyhelp.com

Estimated Assets: $0 to $50,000

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

The Company?s list of its eight largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ganb13-57835.pdf

The petition was signed by Ronald S. Leventhal, vice
president/director.


INTERMETRO COMMUNICATIONS: Reports $699,000 Net Income in 2012
--------------------------------------------------------------
InterMetro Communications, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
net income of $699,000 on $20.06 million of net revenues for the
year ended Dec. 31, 2012, as compared with net income of
$3.61 million on $21.31 million of net revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $3.21 million
in total assets, $13.91 million in total liabilities, and a
$10.69 million total stockholders' deficit.

Gumbiner Savett Inc., in Santa Monica, 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 incurred net losses in previous years, and as of
Dec. 31, 2012, the Company had a working capital deficit of
approximately $7,460,000 and a total stockholders' deficit of
approximately $10,692,000.  The Company anticipates that it will
not have sufficient cash flow to fund its operations in the near
term and through fiscal 2013 without the completion of additional
financing.

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

                        http://is.gd/ec7iwp

                         About InterMetro

Simi Valley, Calif.-based InterMetro Communications, Inc.,
-- http://www.intermetro.net/-- is a Nevada corporation which
through its wholly owned subsidiary, InterMetro Communications,
Inc. (Delaware), is engaged in the business of providing voice
over Internet Protocol ("VoIP") communications services.


INTERNATIONAL FUEL: Delays 2012 Form 10-K, Sees $335,000 Revenue
----------------------------------------------------------------
International Fuel Technology, Inc., was unable to file its annual
report on Form 10-K for the year ended Dec. 31, 2012, in a timely
manner without unreasonable effort or expense due to the Company's
limited resources and the Company's decision to use its available
resources to fund a growing pipeline of commercial projects on a
timely basis at the expense of delaying completion of its 2012
closing procedures, commencement of its 2012 audit and the filing
of the Form 10-K.

The Company has not discovered, nor does it anticipate
discovering, any accounting irregularities or any other material
omissions related to its Form 10-K financial statement
presentation and related disclosures.  The Company expects net
revenues for the year ended Dec. 31, 2012, of approximately
$335,000, compared to net revenues of $236,427 for the year ended
Dec. 31, 2011.

The Company expects to have the 2012 audit completed, and the Form
10-K filed, on or about April 30, 2013.

                      About International Fuel

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

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

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

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


INTERNATIONAL TEXTILE: Incurs $67.3 Million Net Loss in 2012
------------------------------------------------------------
International Textile Group, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $67.33 million on $619.07 million of net sales for
the year ended Dec. 31, 2012, as compared with a net loss of
$69.64 million on $644.16 million of net sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $345.87
million in total assets, $458.72 million in total liabilities and
a $112.84 million total stockholders' deficit.

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

                        http://is.gd/UNqrW3

                    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.


INTERSTATE BAKERIES: Premium Food's Summary Judgment Bid Rejected
-----------------------------------------------------------------
Bankruptcy Judge Cynthia A. Norton denied Premium Food Sales,
Inc.'s motion for partial summary judgment with respect to its
ordinary course and new value defenses raised in response to the
preference complaint of U.S. Bank National Association as Trustee
of the Creditor's Trust established in Interstate Bakeries
Corporation's bankruptcy case.  Judge Norton said Premium has not
established as a matter of law its entitlement to judgment.

The Trustee filed its bifurcated complaint against six unrelated
defendants on Sept. 14, 2009.  The Trustee has dismissed or taken
judgment against the other five defendants, and the only claims
left to be determined relate to Premium.  In addition, in an
opinion dated Dec. 19, 2012, by the Hon. Jerry W. Venters, now
retired, granted the Trustee's motion for partial summary judgment
against Premium, finding that (1) the Trustee had established as a
matter of law that the transfers at issue constitute avoidable
transfers within the meaning of 11 U.S.C. Sec.  547(b); (2)
Premium's only defenses arise under either Sec.  547(c)(2) --
Ordinary Course Defense -- or Sec.  547(c)(4) -- New Value Defense
-- which the Trustee had conceded needed to be determined at
trial; and (3) the amount of any credit for new value which
Premium may be able to claim will be calculated using the delivery
dates and amounts set forth in the Trustee's Motion.

Pursuant to a scheduling order entered Jan. 24, 2013, the Court
scheduled a trial of this matter for April 10, 2013, and ordered
that any dispositive motions be filed on or before March 1, 2013.

Premium sought and received a one-week extension or until March 8,
2013, to file its motion; Premium's Motion was filed on March 9,
2013.

In the absence of the Trustee's filing or raising of any objection
as to timeliness of the Motion, and finding no prejudice to the
Trustee, the Court on its own motion and in the interests of
justice gave Premium a one-day extension out of time to file its
Motion, such that Premium's Motion is deemed timely filed.

The case is, US BANK NATIONAL ASSOCIATION, in its capacity as
Trustee of the IBC CREDITOR's TRUST, Plaintiffs, v. PETRO
COMMERCIAL SERVICES, INC., Defendants, Original Adv. Proc. No.
06-04191, Bifurcated Adv. Proc. No. 09-04205 (Bankr. W.D. Mo.).  A
copy of the Court's April 8, 2013 Memorandum Opinion is available
at http://is.gd/qWWBGRfrom Leagle.com.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down.  Employee headcount is expected to
decrease by 94% within the first 16 weeks of the wind down.  The
entire process was expected to be completed in one year.

In March 2013, the bankruptcy court in White Plains, New York,
approved sales of most of the Hostess businesses to several buyers
for more than $800 million.


IOWORLD MEDIA: Delays Form 10-K for 2012
----------------------------------------
ioWorld Media Incorporated notified the U.S. Securities and
Exchange Comission that the compilation, dissemination and review
of the information required to be presented in the Form 10-K for
the fiscal year ended Dec. 31, 2012, has imposed requirements that
have rendered timely filing of the Form 10-K impracticable without
undue hardship and expense to the Company.

                         About ioWorldMedia

Tampa, Fla.-based ioWorldMedia, Incorporated, operates three
primary internet media subsidiaries: Radioio, ioBusinessMusic, and
RadioioLive.

As reported in the TCR on April 20, 2012, Patrick Rodgers, CPA,
PA, in Altamonte Springs, Fla., expressed substantial doubt about
ioWorldMedia's ability to continue as a going concern, following
the Company's results for the fiscal year ended Dec. 31, 2011.
The independent auditor noted that the Company has suffered
recurring losses from operations and negative cash flows
from operations the past two years.

The Company's balance sheet at Sept. 30, 2012, showed $1.99
million in total assets, $1.49 million in total liabilities,
$5.77 million in total temporary equity, and a $5.26 million total
stockholders' deficit.


JVMW PROPERTIES: Section 341(a) Meeting Set on May 6
----------------------------------------------------
A meeting of creditors in the bankruptcy case of JVMW Properties
Management Corp will be held on May 6, 2013, at 11:00 a.m. at 341
Meeting Room, Ochoa Building, 500 Tanca Street, First Floor, San
Juan.  Creditors have until Aug. 5, 2013, to submit their proofs
of claim.  Governmental units' deadline to file their proofs of
claim will be on Sept. 30, 2013.

This is the first meeting of creditors required under Section

341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

JVMW Properties Management Corp filed a Chapter 11 petition
(Bankr. D.P.R. Case No. 13-02532) on April 1, 2013.  The petition
was signed by Julio Blanco D'Arcy, as president.  The Debtor
scheduled assets of $15,694,947 and liabilities of $25,782,161.


KNOW WEIGH: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Know Weigh, LLC
        4558 Sherman Oaks Avenue, 2nd Floor
        Sherman Oaks, CA 91403

Bankruptcy Case No.: 13-12439

Chapter 11 Petition Date: April 8, 2013

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: Lewis R. Landau, Esq.
                  HORGAN ROSEN BECKHAM & COREN, LLP
                  23975 Park Sorrento, Suite 200
                  Calabasas, CA 91302
                  Tel: (888) 822-4340
                  Fax: (888) 822-4340
                  E-mail: LLandau@HorganRosen.com

Estimated Assets: $500,001 to $1,000,000

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

The Company?s list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb13-12439.pdf

The petition was signed by Jeff Katofsky, managing member.


KRC PROPERTY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: KRC Property, Ltd.
        7436 Woodlawn Road
        Macclenney, FL 32063

Bankruptcy Case No.: 13-02037

Chapter 11 Petition Date: April 4, 2013

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

Judge: Paul M. Glenn

Debtors? Counsel: Seldon J. Childers, Esq.
                  CHILDERSLAW, LLC
                  2135 N.W. 40th Terrace, Suite B
                  Gainesville, FL 32605
                  Tel: (866) 996-6104
                  Fax: (407) 209-3870
                  E-mail: jchilders@smartbizlaw.com

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

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Glen Plantation, Ltd.                   13-02038
  Assets: $1,000,001 to $10,000,000
  Debts: $500,001 to $1,000,000

The petitions were signed by Todd Knabb, president of KRC
Property, Inc., general partner.

KRC Property, Ltd. And Glen Plantation, Ltd. did not file a list
of creditors together with their petition.


LA JOLLA: Incurs $7.7 Million Net Loss in 2012
----------------------------------------------
La Jolla Pharmaceutical Company filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $7.73 million for the year ended Dec. 31, 2012, as
compared with a net loss of $11.54 million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $3.43 million
in total assets, $216,000 in total liabilities, all current, and
$3.21 million in total stockholders' equity.

As of Dec. 31, 2012, the Company had no revenue sources, an
accumulated deficit of $447.4 million and available cash and cash
equivalents of $3.4 million.  Although the Company acquired the
GCS-100 patent estate in January 2012 for nominal consideration,
the values of these assets are highly uncertain.  As a result, the
Company has only limited assets available to operate and develop
its business.  The Company is utilizing its existing cash balances
to conduct clinical studies of GCS-100 and to evaluate whether or
not GCS-100 should be developed further.  If the Company
determines that GCS-100 does not warrant further development, the
Company would have only limited cash and would likely be forced to
liquidate the Company.  In that event, the funds resulting from
the liquidation of the Company's assets, net of amounts payable,
would likely return only a small amount, if anything, to the
Company's stockholders.  The Company believes that its current
cash resources are sufficient to fund planned operations for at
least the next 12 months.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego,
California, did not issue a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.

After auditing the 2011 results, BDO USA, LLP, in San Diego,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations, has an accumulated deficit of $439.6 million and a
stockholders' deficit of $15.6 million as of Dec. 31, 2011, and
has no current source of revenues.

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

                        http://is.gd/V77Mzf

                   About La Jolla Pharmaceutical

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


LAGUNA BRISAS: Taps Simon Resnik Hayes as Gen. Bankruptcy Counsel
-----------------------------------------------------------------
Laguna Brisas, LLC, seeks court permission to employ M. Jonathan
Hayes, Simon Resnik Hayes LLP as General Bankruptcy Counsel.

As previously reported, the Court approved the Employment
Application of M. Jonathan Hayes by Order entered on May 15, 2012.
On January 1, 2013, M. Jonathan Hayes merged his practice with
Simon & Resnik, LLP to form the firm of Simon Resnik Hayes LLP.

The Debtor requires Simon Resnik Hayes LLP to render these types
of professional services relating to its Chapter 11 proceeding:

   * Possible amendments to the Debtor's schedules;

   * Advice and assistance regarding compliance with the
     requirements of the United States Trustee;

   * Advice regarding matters of bankruptcy law, including the
     rights and remedies of the Debtor in regard to its assets and
     with respect to the claims of creditors;

   * Negotiate use of cash collateral and obtain court permission
     for same;

   * Conduct examinations of witnesses, claimants or adverse
     parties and prepare and assist in the preparation of reports,
     accounts and pleadings;

   * Advice concerning the requirements of the Bankruptcy Code and
     applicable rules;

   * Assist with the negotiation, formulation, confirmation and
     implementation of a Chapter 11 plan; and

   * Make any appearances in the Bankruptcy Court on behalf of the
     Debtor; and to take such other action and to perform such
     other services as the Debtor may require.

The bulk of the work necessary to prosecute the case will continue
to be done by Mr. Hayes and his associates, Roksana D. Moradi,
Carolyn Afari and Elizabeth Roberson.  Other personnel of Simon
Resnik Hayes LLP may also be used as necessary from time to time
including Matthew Resnik and various paralegals.

The hourly rates of the firm's professionals are:

       M. Jonathan Hayes       Partner       $425.00
       Kevin T. Simon          Partner       $385.00
       Matthew D. Resnik       Partner       $385.00
       Russell J. Stong III    Associate     $325.00
       Donna R. Dishbak        Associate     $325.00
       Roksana D. Moradi       Associate     $285.00
       Carolyn M. Afari        Associate     $165.00
       Elizabeth Roberson      Associate     $165.00
       Erin Keller             Paralegal     $135.00

Simon Resnik Hayes LLP constitutes a disinterested person as
contemplated by Section 327 and defined in Section 101(14) of the
Bankruptcy Code.

                       About Laguna Brisas

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Chapman of Rim Hospitality, since Oct. 3, 2011.

M. Jonathan Hayes, Esq., at the Law Office of M. Jonathan Hayes
represents the Debtor in its restructuring effort.  Johnny Kim,
Esq. -- no relation to the Debtor's insider, "Andy" Kim --
represents the Debtor as special counsel.  The Debtor disclosed
$15,097,815 in assets and  $13,982,664 in liabilities.

The petition was signed by Dae In "Andy" Kim, managing member.


LAGUNA BRISAS: Wants Ch. 11 Trustee Appointed or Ch. 7 Conversion
-----------------------------------------------------------------
Wells Fargo Bank, N.A., as Trustee for the registered holders of
Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through Certificates, Series 2006-3 by and through CWCapital
Asset Management LLC, solely in its capacity as Special Servicer
ask the Bankruptcy Court to appoint a Chapter 11 Trustee for
Laguna Brisas, LLC, or, in the alternative, the conversion of the
chapter 11 case to a chapter 7 case.

According to Wells Fargo, the Chapter 11 case was filed in bad
faith on the eve of foreclosure more than five months after a
receiver was appointed by the Orange County Superior Court to
operate the Laguna Brisas Spa & Hotel owned by Laguna Brisas, LLC.
At the time the receiver was appointed, the Hotel was in complete
disrepair, having suffered from years of neglect. The Hotel was
in such bad shape that it was at risk of losing its right to
operate under the Best Western Plus flag, and the Debtor had not
paid certain taxes to the City of Laguna Beach, putting at risk
its license to operate in Laguna Beach.

Wells Fargo notes the Bankruptcy Court took the unusual step of
granting Lender's Emergency Motion for Order Excusing Receiver's
Compliance with Certain Requirements of Section 543 of the
Bankruptcy Code, expressing serious concerns about Debtor's
ability to manage the Hotel based on the overwhelming evidence of
mismanagement and improper transfers made by Debtor to affiliated
hotels owned by the Debtor's principal, Dae In (Andy) Kim.
Specifically, the Bankruptcy Court ordered the receiver to
continue to operate the Hotel during the pendency of the case as a
result of various defaults by Debtor and its principal prior to
the bankruptcy filing (including, without limitation, (a) Debtor's
admission that it transferred Lender's cash collateral without
Lender's consent to pay certain obligations of Debtor's affiliated
hotel entities, causing Debtor to default on its obligations to
Lender under certain Loan Documents, (b) Debtor's failure to pay
certain Transfer Occupancy Taxes, (c) Debtor's decision to
voluntarily encumber Lender's collateral with junior liens in
violation of the Loan Documents, and (d) Debtor's failure to pass
Best Western's quality assurance inspection -- nearly causing
Debtor to lose its Best Western Plus flag).

Lender has since discovered that Andy Kim has intentionally misled
the Bankruptcy Court and parties in interest in Debtor's
bankruptcy schedules and other pleadings filed under penalty of
perjury in the case, and has acted in other ways that necessitate
the appointment of a Chapter 11 trustee.

                       About Laguna Brisas

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Chapman of Rim Hospitality, since Oct. 3, 2011.

M. Jonathan Hayes, Esq., at the Law Office of M. Jonathan Hayes
represents the Debtor in its restructuring effort.  Johnny Kim,
Esq. -- no relation to the Debtor's insider, "Andy" Kim --
represents the Debtor as special counsel.  The Debtor disclosed
$15,097,815 in assets and  $13,982,664 in liabilities.

The petition was signed by Dae In "Andy" Kim, managing member.


LAND SECURITIES: Wants to Hire Allen & Vellone as Special Counsel
-----------------------------------------------------------------
LSI Retail II, LLC, Conifer Town Center, LLC, and Land Securities
Investors, Ltd., seek court permission to employ Allen & Vellone,
P.C. as their Special Counsel.

Each of the Debtors desires to employ Allen & Vellone, P.C., as
special counsel because of the extent of anticipated litigation
services required in the proceedings, including, but not limited
to, Rule 2004 examinations and potential motions pertaining to
dismissal, relief from stay and the validity, priority and extent
of liens.

The professionals' hourly rates for the services are:

       Patrick D. Vellone            $410.00
       Matthew M. Wolf               $290.00
       Mark A. Larson                $250.00
       Jennifer E. Schlatter         $235.00
       Elizabeth M. Bryans           $230.00
       Tatiana G. Popacondria        $185.00
       Antonio L. Converse           $190.00
       Law Clerk                     $120.00
       Paralegal                     $120.00

Allen & Vellone received an initial retainer prepetition from LSI
Retail in the amount of $25,000. Allen & Vellone has applied
$4,662.71 of the retainer to prepetition services performed. Allen
& Vellone is presently holding retainer funds in the amount of
$20,337.29 in its client trust account on behalf of LSI Retail.

Allen & Vellone received an initial retainer prepetition from
Conifer in the amount of $10,000. The entire amount of the initial
retainer was exhausted prepetition. Allen & Vellone received a
second retainer prepetition from Conifer in the amount of $25,000.
Allen & Vellone has applied $4,662.71 of the second retainer to
prepetition services performed. Allen & Vellone is presently
holding retainer funds in the amount of $20,337.29 in its client
trust account on behalf of Conifer.

Allen & Vellone received an initial retainer prepetition from LSI
Ltd. in the amount of $25,000. Allen & Vellone has applied
$4,662.71 of the retainer to prepetition services performed. Allen
& Vellone is presently holding retainer funds in the amount of
$20,337.29 in its client trust account on behalf of LSI Ltd.

To the best of Allen & Vellone's knowledge, neither it nor its
employees hold or represent any interest adverse to the Debtors
and the bankruptcy estates, and each is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                     About Land Securities

Land Securities Investors, Ltd., LSI Retail II, LLC and Conifer
Town Center, LLC sought Chapter 11 protection (Bankr. D. Colo.
Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29,
2013.  The Debtors are engaged in the business as real estate
developers and investors.


LANKERSHIM RETAIL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Lankershim Retail Group, LLC
        24514 Town Center Drive, Suite 3
        Valencia, CA 91355

Bankruptcy Case No.: 13-19108

Chapter 11 Petition Date: April 8, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Margaret C. Carroll, Esq.
                  CARROLL LAW GROUP
                  2663 Centinela Avenue, #304
                  Santa Monica, CA 90405
                  Tel: (310) 396-2032
                  Fax: (310) 396-6091
                  E-mail: mcarroll@carrolllawgroup.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Cynthia Futter, managing member of
Evolution Redevelopment, managing member.


LATTICE INCORPORATED: Incurs $570,000 Net Loss in 2012
------------------------------------------------------
Lattice Incorporated filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$570,772 on $10.77 million of revenue for the year ended Dec. 31,
2012, as compared with a net loss of $6.06 million on $11.44
million of revenue for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $4.94 million
in total assets, $6.66 million in total liabilities, $1.84 million
in equity attributable to shareowners of the Company and $120,133
in equity attributable to noncontrolling interest.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012.  The
independent auditors noted that the Company has a history of
operating losses, has a working capital deficit and requires
additional working capital to meet its current liabilities.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

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

                       http://is.gd/tPQ4NG

                        About Lattice Inc.

Pennsauken, New Jersey-based Lattice Incorporated provides
telecommunications services to correctional facilities and
specialized telecommunication service providers in the United
States.


LEHMAN BROTHERS: Holdings Opposes LBI'S Bankhaus Settlement
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, says
that reorganized Lehman Brothers Holdings Inc. is opposing court
approval of a settlement between the German affiliate and the
trustee for the brokerage subsidiary, saying that $600 million is
"grossly inflated and unjustified."

The report relates that in November, James Giddens, the trustee
liquidating the Lehman brokerage, proposed settlement of
$1.35 billion in claims lodged by the liquidator for the German
affiliate Lehman Brothers Bankhaus AG.  If approved by the
bankruptcy judge in New York at an April 24 hearing, the German
liquidator will have an approved unsecured claim in the Lehman
brokerage liquidation for $600 million.  In turn, Lehman brokerage
trustee will waive a $105,000 claim against the German affiliate.

According to the report, the Lehman parent filed papers on April 5
saying Mr. Giddens gave no information from which the court can
determine whether the $600 million is "above the lowest point in
the range of reasonableness."  The Lehman parent contends the
proposal is inflated because Mr. Giddens didn't take into account
principal and interest already received by the German liquidator
on securities underlying the repurchase agreement forming the
basis for the claim.  Last week, Mr. Giddens's lawyer from Hughes
Hubbard & Reed LLP filed a request for approval of $24.8 million
in fees covering March 31 to June 30, 2012.  The requested fees
include a "voluntary" reduction of 10% requested by the Securities
Investor Protection Corp. whose fund pays expenses of the Lehman
brokerage liquidation.  The firm cut the fees by another $79,200
at SIPC's request.

The report relates that Mr. Giddens himself is looking for
$157,500 in fees for the period, representing 175 hours of work at
$900 per hour.  Mr. Giddens will only be paid for his time and
won't be receiving additional commissions to which trustees are
otherwise entitled under bankruptcy law.

The next major hearing in the Lehman brokerage liquidation will
occur April 16 when Mr. Giddens will ask the court to allocate
$15.2 billion to the fund of customer property.  The property
intended for customers is among the $25.7 billion Mr. Giddens is
holding.  Mr. Giddens said that settlement with the Lehman parent
and the London subsidiary will allow full payment on customers'
claims.

                        Barclays Objections

The trustee winding down Lehman Brothers' broker-dealer business
is facing opposition from Barclays PLC to his plan to allocate
more than $15 billion to the unit's customers, according to
Patrick Fitzgerald, writing for Dow Jones Newswires' Daily
Bankruptcy Review.

                      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 was set for 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.


LEHMAN BROTHERS: Must Reissue Checks to Traxis
----------------------------------------------
Judge James Peck ordered Lehman Brothers Holdings Inc. to reissue
distributions made pursuant to its Chapter 11 plan on account of
Claim Nos. 66512, 66511, 66510 and 66509 on or about April 17,
2012.  The claims were filed by Traxis Fund LP and Traxis
Emerging Market Opportunities Fund LP.

Traxis asked the U.S. Bankruptcy Court in Manhattan to force
Lehman to reissue distribution checks to the funds for their
claims against the company.

The checks in the amount of $175,948 were allegedly issued to
Traxis earlier this year but they were neither received by the
funds nor returned to Epiq Systems, Lehman's claims agent, as
undeliverable, according to court papers.

Epiq allegedly turned down an earlier request from the funds to
reissue the checks since it is not allowed under Lehman's
Chapter 11 plan.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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.


LEHMAN BROTHERS: Takes Over 14 Derivative Contracts
---------------------------------------------------
Lehman Brothers Holdings Inc. received the green light from the
U.S. Bankruptcy Court in Manhattan to take over 14 derivative
contracts.  A schedule of the contracts is available at
http://is.gd/m4Cs6a

Meanwhile, a group of trustees led by The Bank of New York Mellon
dropped its objections to the assumption of derivative contracts
involving Lehman's special financing unit.  The move came after
Lehman withdrew its application to assume those contracts.  A
list of the counterparties to the contracts can be accessed for
free at http://is.gd/Gw11SO

Two other companies, Mountain States Properties Inc. and State
Street Bank and Trust Co., also dropped their objections to the
assumption of their agreements with Lehman.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LIBERTY CREST: Case Summary & Unsecured Creditor
------------------------------------------------
Debtor: Liberty Crest Properties, Inc.
        198 Deer Ridge
        Hoschton, GA 30548

Bankruptcy Case No.: 13-21010

Chapter 11 Petition Date: April 8, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtors? Counsel: John F. Isbell, Esq.
                  THOMPSON HINE, LLP
                  Two Alliance Center, Suite 1600
                  3560 Lenox Road
                  Atlanta, GA 30326
                  Tel: (404) 541-2913
                  Fax: (404) 541-2905
                  E-mail: john.isbell@thompsonhine.com

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

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
North East Developers, Inc.             13-21013
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by John C. Buchanan, president.

A. Liberty Crest Properties, Inc.?s list of its largest unsecured
creditors filed with the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Athens-Clarke County Tax           Property Taxes          Unknown
Commissioner
325 East Washington Street, Suite 250
Athens, GA 30601

B. North East Developers, Inc.?s list of its largest unsecured
creditors filed with the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Jackson County Tax Commissioner    Property Taxes          Unknown
c/o Donald Elrod
P.O. Box 247
Jefferson, GA 30549


LKA GOLD: Incurs $2.7 Million Net Loss in 2012
----------------------------------------------
LKA Gold Inc., formerly LKA International, Inc., filed with the
U.S. Securities and Exchange Commission its annual report on Form
10-K disclosing a net loss of $2.71 million on $1.72 million of
sales for the year ended Dec. 31, 2012, as compared with a net
loss of $1.57 million on $851,561 of sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $914,266 in
total assets, $566,799 in total liabilities and $347,467 in total
stockholders' equity.

MaloneBailey, LLP, 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
LKA Gold Inc. suffered losses from operations and has a working
capital deficit, which raises substantial doubt about its ability
to continue as a going concern.

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

                        http://is.gd/LQnFzP

LKA Gold announced that its project geologist has reason to
believe that the existing Golden Wonder workings may be just a
small piece of a much larger gold bearing structure.

According to LKA's Project Geologist, Rauno Perttu, "The fact that
high-grade gold was discovered at the boiling zone elevation on
both sides of the canyon that separates the Golden Fleece from the
Golden Wonder, and these are the only two exposures of the boiling
zone, strongly suggests that gold mineralization occurs semi-
continuously along the boiling zone elevation within the
northeast-trending ore structure for several miles.  I postulate
that the boiling zone below the surface contains additional ore
bodies, possibly several.  The very high grade, multi-ounce per
ton nature of the Golden Wonder ore means that new ore bodies, of
even limited size, can contain large volumes of gold, possibly
much more than the 144,000 ounces produced at the Golden Wonder to
date.  Telluride systems, such as the Golden Wonder, can be up to
multi-million ounce in ultimate size."

Investors and interested parties are encouraged to assess the full
context of Mr. Perttu's observations which are contained in a
brief report that will be posted on LKA's Web site:
www.lkagold.com.  Excerpts from reports written by other highly
respected geologists are also contained on the site.

                      About LKA International

Gig Harbor, Washington-based LKA International, Inc., is currently
engaged in an intensive exploration program at the Golden Wonder
mine with the objective of returning the mine to a commercial
producing status.


LOCATION BASED TECHNOLOGIES: Obtains $500K Loan From Investor
-------------------------------------------------------------
Location Based Technologies, Inc., issued an Unsecured Convertible
Promissory Note to a high net worth investor evidencing a $500,000
loan by the Investor to the Company.  The Note is convertible into
the Company's common stock at $0.20 per share, bears interest at a
rate of 10% per annum and has a term of 12 months.  Additionally,
the Investor received 3 year warrants to purchase 1,000,000 shares
of the Company's common stock at $0.20 per share.

A copy of the Note is available at http://is.gd/ZMRIhb

                  About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

Comiskey & Company, the Company's independent registered public
accounting firm, included an explanatory paragraph in its report
on the Company's financial statements for the fiscal year ended
Aug. 31, 2012, which expresses substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred recurring losses
since inception and has an accumulated deficit in excess of
$45,000,000.  There is minimal sales history for the Company's
products, which are new to the marketplace.

The Company's balance sheet at Nov. 30, 2012, showed $4.72 million
in total assets, $7.35 million in total liabilities, and a
$2.62 million total stockholders' deficit.


LONGVIEW POWER: Bank Debt Trades at 26% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Longview Power LLC
is a borrower traded in the secondary market at 73.60 cents-on-
the-dollar during the week ended Friday, April 5, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a rise of 0.15
percentage points from the previous week, the Journal relates.
The loan matures on February 28, 2014. The Company pays 225 basis
points above LIBOR to borrow under the facility.

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.


MCF480, LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: MCF480, LLC, a California limited liability company
          dba Asada Laguna Beach
        480 South Coast Highway
        Laguna Beach, CA 92651

Bankruptcy Case No.: 13-13076

Chapter 11 Petition Date: April 8, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: James C. Bastian, Jr., Esq.
                  SHULMAN HODGES & BASTIAN, LLP
                  8105 Irvine Center Drive, Suite 600
                  Irvine, CA 92618
                  Tel: (949) 340-3400
                  E-mail: jbastian@shbllp.com

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

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

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb13-13076.pdf

The petition was signed by Scott McIntosh, managing member.


MEDYTOX SOLUTIONS: Delays Form 10-K for 2012
--------------------------------------------
Medytox Solutions, Inc., notified the U.S. Securities and Exchange
Commission it cannot file its annual report on Form 10-K for the
year ended Dec. 31, 2012, within the prescribed time period
because of delays in completing the preparation of its audited
financial statements and management's discussion and analysis in
light of the Company's limited financial resources, personnel  and
accounting expertise available for this purpose.

The Company expects a significant increase in revenues (to
approximately $20,900,000), expenses (to approximately
$17,000,000) and net income (to approximately $1,900,000) in the
year ended Dec. 31, 2012, as compared to the year ended Dec. 31,
2011, because the new business model installed in the third
quarter of 2011 was in operation for a full year in 2012, rather
than for a portion of the year as in 2011.

                      About Medytox Solutions

West Palm Beach, Florida-based Medytox Solutions, Inc., formerly
Casino Players, Inc., is a provider of laboratory services
specializing in providing blood and urine drug toxicology to
physicians, clinics and rehabilitation facilities in the United
States.

Peter Messineo, CPA, in Palm Harbor, Florida, expressed
substantial doubt about Medytox Solutions' ability to continue as
a going concern following the 2011 financial results.  The
independent auditor noted that the Company has an accumulated
deficit and negative cash flows from operations, and additionally,
there is certain litigation involving a consolidated entity which
is unresolved.

The Company reported net income of $92,701 for 2011, compared with
a net loss of $327,041 for 2010.  The Company's balance sheet at
Sept. 30, 2012, showed $6.09 million in total assets, $7.35
million in total liabilities and a $1.25 million total
stockholders' deficit.


MEMORIAL PRODUCTION: New $300-Mil. Notes Get Moody's 'Caa1' Rating
------------------------------------------------------------------
Moody's Investors Service assigned Memorial Production Partners LP
a B2 Corporate Family Rating and a Caa1 rating to the proposed
offering of $300 million of senior unsecured notes due 2021, which
are being co-issued by Memorial Production Finance Corporation.
Moody's also assigned a SGL-3 Speculative Grade Liquidity rating
to Memorial. The proceeds from the proposed notes offering will be
used to repay a portion of borrowings under Memorial's senior
secured revolving credit facility and for general partnership
purposes. This is the first time that Moody's has rated Memorial.
The rating outlook is stable.

Memorial is an independent exploration and production master
limited partnership, publicly listed since December 2011. Memorial
has assets in conventional plays, located in East Texas / North
Louisiana, South Texas and offshore California. Public unitholders
own 72% of Memorial's limited partner interest, while the
remaining 28% is owned by Memorial Resource Development LLC (MRD,
not rated) which is also the 100% owner of Memorial's general
partner interest. MRD is 100% owned by funds controlled by Natural
Gas Partners -- a private equity firm focused on investments in
the natural resources sector. Memorial's incentive distribution
rights (IDRs) are owned by NGP (50% directly and 50% through
ownership of MRD).

"Memorial benefits from a long-lived reserve base, active hedging
strategy, appropriate leverage profile, and access to acquisition
pipeline through its sponsors," commented Saulat Sultan, Moody's
Vice President. "However the rating also reflects its relatively
small scale, natural-gas weighted portfolio, and a corporate
structure with potential conflicts of interest and an aggressive
distribution policy typical of MLPs."

Rating Assignments:

  $300 Million Senior Unsecured Notes due in 2021, Rated Caa1 (LGD
  5, 83%)

  Corporate Family Rating of B2

  Probability of Default Rating of B2-PD

Ratings Rationale:

Memorial's B2 Corporate Family Rating reflects its long-lived and
shallow decline reserve base, active hedging program to mitigate
commodity price volatility, appropriate financial leverage
profile, and modest geographical diversity. The CFR also
incorporates the benefits (such as access to acquisition pipeline)
as well as risks (such as governance risks) from Memorial's
relationship with MRD and NGP. The B2 CFR is constrained by
Memorial's relatively small scale, its natural gas weighted
reserves and production profile, limited track record with its
current asset base due to an aggressive acquisition-led growth
strategy since formation, and risks related to its high payout MLP
corporate structure.

The Caa1 ratings on the proposed $300 million of senior unsecured
notes due 2021 reflect both the overall probability of default of
Memorial, to which Moody's assigns a PDR of B2-PD, and a loss
given default of LGD5 (83%). The senior notes are guaranteed by
essentially all material domestic subsidiaries on a senior
unsecured basis and are accordingly subordinated to the senior
secured credit facility's potential priority claim to the
partnership's assets. The size of the potential senior secured
claims relative to the unsecured notes outstanding results in the
senior notes being notched two ratings below the B2 CFR under
Moody's Loss Given Default Methodology.

Memorial's SGL-3 Speculative Grade Liquidity rating reflects
adequate liquidity through 2013, driven by its high dividend
payout and the need to access the capital markets to finance
acquisition-driven growth. The partnership's liquidity also
benefits from an active hedging program that lowers commodity
price risk. Memorial has a $1 billion senior secured revolving
credit facility due March 2018, with a pro forma borrowing base of
$505 million and just over $380 million of availability under the
revolver pro-forma for the notes issuance and related paydown of
borrowings outstanding under the revolver. Moody's expects that
Memorial will remain well within its covenant compliance metrics
which includes minimum interest coverage ratio of 2.50x and
minimum current ratio of 1.00x.

The outlook is stable based on Moody's expectation that Memorial
continues to finance acquisitions with a meaningful equity
component and maintains an appropriate leverage, liquidity,
hedging, and distributable cash flow (DCF) coverage profile.
Moody's could upgrade the ratings if the partnership is able to
grow its production base to above 20,000 barrels of oil equivalent
per day (boe/d) while maintaining an appropriate leveraged
financial profile (debt/production less than $30,000 boe/d and
debt / proved developed reserves of less than $6.50 per boe).
Moody's could downgrade the ratings if leverage increased
(debt/production above $40,000 boe/d) or if DCF coverage weakened
below 1.1x for a sustained period.

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

Memorial is a publicly traded oil and gas exploration and
production MLP, which is headquartered in Houston, TX.


METEX DEMOLITION: Court Confirms 4th Amended Plan
-------------------------------------------------
Bankruptcy Judge Barbara J. Houser confirmed the Fourth Joint Plan
of Reorganization Dated December 26, 2012, as Amended, filed by
these debtors:

   -- Foxhall International, LLC (Bankr. W.D. Tex. Case No.
      12-34046;

   -- Lone Star Foxhall, LLC (Bankr. W.D. Tex. Case No.
      12-34048); and

   -- Metex Demolition, LLC (Bankr. W.D. Tex. Case No.
      12-31963)

The confirmation hearing was held April 1, 2013.

According to Judge Houser, the Fourth Plan, as Modified, is
feasible and confirmation of the Plan is not likely to be followed
by the liquidation, or need for further financial reorganization
by any of the Foxhall Entities which remain.

Judge Houser on April 3 approved modifications to the Plan.

A copy of the Court's Findings of Fact and Conclusions of Law
dated April 5, 2013, is available at http://is.gd/ccf2Bhfrom
Leagle.com.

The cases of Foxhall International and Lone Star Foxhall are
jointly administered.  Both are represented by John L. Ryder, Esq.
-- jryder@harrisshelton.com -- at Harris Shelton Hanover Walsh,
PLLC.

According to reporting by the Troubled Company Reporter, Foxhall
International, in Collierville, Tenn., originally filed a Chapter
11 petition (Bankr. W.D. Tenn. Case No. 12-24664) on May 4, 2012.
Judge George W. Emerson Jr. oversaw that case case.  In the
petition, Foxhall estimated under $50,000 in assets and under
$10 million in debts.  A list of Foxhall's 11 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/tnwb12-24664.pdf

Metex Demolition, based in Dallas, Texas, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 12-31963) on March 30, 2012.
Judge Barbara J. Houser oversees the case. Joyce W. Lindauer, Esq.
-- courts@joycelindauer.com -- serves as Metex's counsel.  In its
petition, Metex estimated under $10 million in both assets and
debts.

The Foxhall and Metex petitions were signed by Suleman Sohani, as
manager/CEO.


METEX MFG: FCR Seeks to Hire ARPC as Claims Evaluation Consultant
-----------------------------------------------------------------
Lawrence Fitzpatrick, the legal representative for future
claimants in Metex Mfg. Corporation's Chapter 11 case, seeks
authority from the U.S. Bankruptcy Court for the Southern District
of New York to retain Analysis, Research, and Planning Corporation
as claims evaluation consultants, specifically in the estimation
of the number and value of present and future asbestos personal
injury claims against the Debtor.

The hourly rates for ARPC professionals are $450-$650 for
principals, $350-$425 for directors, $225-$350 for consultants,
and $150-$225 for analysts.  The firm will also be reimbursed for
any necessary out-of-pocket expenses.

A hearing on the application request is scheduled for April 11,
2013, at 10:00 a.m.

                            About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.  It filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-
14554) on Nov. 9, 2012.  The petition was signed by Anthony J.
Miceli, president.  The Debtor estimated its assets and debts at
$100 million to $500 million.  Judge Burton R. Lifland presides
over the case.

Affiliate Kentile Floors, Inc., filed a separate Chapter 11
petition (Bankr. S.D.N.Y. Case No. 92-46466) on Nov. 20, 1992.

Caplin & Drysdale, Chartered represents the Official Committee of
unsecured Creditors in the Debtor's case.


METEX MFG: Committee Can Hire Gilbert, Legal Analysis
-----------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Metex Mfg. Corporation obtained authority from
the U.S. Bankruptcy Court for the Southern District of New York to
retain Gilbert LLP as special insurance counsel and Legal Analysis
Systems, Inc., as consultant on the valuation of the Debtor's
asbestos liabilities.

                            About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.  It filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-
14554) on Nov. 9, 2012.  The petition was signed by Anthony J.
Miceli, president.  The Debtor estimated its assets and debts at
$100 million to $500 million.  Judge Burton R. Lifland presides
over the case.

Affiliate Kentile Floors, Inc., filed a separate Chapter 11
petition (Bankr. S.D.N.Y. Case No. 92-46466) on Nov. 20, 1992.

Caplin & Drysdale, Chartered represents the Official Committee of
unsecured Creditors in the Debtor's case.


MF GLOBAL: July 3 Class Action Settlement Fairness Hearing Set
--------------------------------------------------------------
The following Notice has been issued by THE UNITED STATES DISTRICT
COURT SOUTHERN DISTRICT NEW YORK, IN RE MF GLOBAL HOLDINGS LTD.
INVESTMENT LITIGATION (Case No. 12-MD-2338 (VM))

JOSEPH DEANGELIS, et al., Plaintiffs, against JON S. CORZINE, et
al., Defendants. (Case No. 11-Civ-7866 (VM)).

THIS DOCUMENT RELATES TO: The Commodity Customer Class Actions
SUMMARY NOTICE

To: All persons or entities who held money, property, and/or
securities at MF Global Inc. as of the bankruptcy of MFGI on
October 31, 2011.  This includes all commodities and securities
customers of MFGI, including but not limited to each of the
customer account classes identified in 17 C.F.R. Section 190.01(a)
(i.e., futures, foreign futures, leverage, delivery, and cleared
swaps accounts) and any customer for whose benefit MFGI was
required by law to maintain segregated, secured, or other
dedicated accounts or funds, including without limitation under 17
C.F.R. Secs. 1.20, 30.7, and/or 240.15c3-3.

You are hereby notified that pursuant to an Order of the United
States District Court for the Southern District of New York, a
hearing will be held on July 3, 2013, at 2:00 p.m., before the
Honorable Victor Marrero, at the United States District Court for
the Southern District of New York, Daniel Patrick Moynihan U.S.
Courthouse, 500 Pearl Street, New York, New York 10007, for the
purpose of determining: (1) whether the proposed Settlement with
JPMorgan Chase Bank N.A. and its parents, subsidiaries and
affiliates, including a $100,000,000.00 (one hundred million)
Distribution Cash Payment to the Settlement Class, should be
approved by the Court as fair, reasonable and adequate; (2)
whether JPMorgan should be released from all claims and potential
claims, as set forth in the Settlement Agreement dated as of
March 19, 2013; (3) the reasonableness of the application of Lead
Counsel for the payment of attorneys' fees and expenses incurred
in connection with this Customer Class Action Litigation, together
with interest thereon; and (4) the reasonableness of the Trustee's
Plan of Allocation.

If you are a member of the Settlement Class, your rights may be
affected by this Settlement with JPMorgan.  If you have not
received a detailed Notice of Proposed Partial Settlement of Class
Action and a copy of the Proof of Claim, you may obtain copies by
writing to MF Global Inc.  Claims Processing Center, c/o Epiq
Bankruptcy Solutions, LLC, FDR Station, P.O. Box 5011, New York,
NY 10150-5011, calling (888) 236-0808 ((503) 597-5173 for
international callers), or by downloading this information at
http://www.mfglobaltrustee.com

If you are a Settlement Class Member you will automatically share
in the Distribution Cash Payment if you have submitted a claim
form in the MFGI bankruptcy.  If you have not submitted a claim
form in the MFGI bankruptcy, in order to share in the Distribution
Cash Payment, you must submit a Proof of Claim postmarked no later
than June 10, 2013.  You will be bound by any Judgment rendered in
the Customer Class Action Litigation unless you request to be
excluded, in writing, to the above address, received by June 12,
2013.

Any objection to any aspect of this Settlement must be filed with
the Clerk of the Court and received by the following no later than
June 12, 2013: BERGER & MONTAGUE, P.C., Merrill G. Davidoff, 1622
Locust Street, Philadelphia, PA 19103 -and- ENTWISTLE & CAPPUCCI
LLP, Andrew J. Entwistle, 280 Park Avenue, 26 Floor West, New
York, NY 10017, Lead Counsel for Customer Representative
Plaintiffs.  WACHTELL, LIPTON, ROSEN & KATZ, John F. Savarese, 51
West 52nd Street, New York, NY 10019, Counsel for JPMorgan Chase
Bank, N.A.,

PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE REGARDING
THIS NOTICE.

DATED: March 28, 2013, BY ORDER OF THE COURT, UNITED STATES
DISTRICT COURT, SOUTHERN DISTRICT OF NEW YORK

1 The Class includes MFGI's former 4d and 30.7 Customers. 4d
Customers are those customer-members of the proposed Settlement
Class who engaged in commodity transactions on domestic exchanges
and whose property MFGI and its management was required to hold in
segregated accounts pursuant to Section 4d of the Commodity
Exchange Act. 30.7 Customers are those customer-members of the
proposed Settlement Class who engaged in commodity transactions on
foreign exchanges and whose property MFGI and its management was
required to secure pursuant to 17 CFR Section 30.7.

                           About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Gets Green Light to Settle NY Taxation Agency Claim
--------------------------------------------------------------
MF Global Holdings Ltd. obtained court approval to settle the
claims of the New York State Department of Taxation and Finance.

Under the deal, NYSDTF's sales tax claim against MF Global
Holdings USA Inc. for the period ending May 31, 2009, will be
reduced from $1,081,835 to $39,675, and allowed as an unsecured
priority claim.

NYSDTF also agreed to withdraw its sales tax claim against MF
Global Finance USA Inc. for the period ending May 31, 2009.  The
agency also waives its right to file a sales tax claim against the
MF Global parent or any of its subsidiaries with respect to the
sales tax period March 1 to May 31, 2009.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-
15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of Goldman
Sachs Group Inc., stepped down as chairman and chief executive
officer of MF Global just days after the bankruptcy filing.


MF GLOBAL: Silver Point Obtains Court Approval to Trade Claims
--------------------------------------------------------------
Silver Point L.P. received the green light from U.S. Bankruptcy
Judge Martin Glenn to trade claims including securities during the
pendency of MF Global Holdings Ltd.'s case as long it implements
so-called "ethical wall policies."

A member of the Official Committee of Unsecured Creditors, Silver
Point is concerned its claims would be subjected to possible
disallowance or subordination as a result of trading those claims
against MF Global or its affiliates.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-
15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of Goldman
Sachs Group Inc., stepped down as chairman and chief executive
officer of MF Global just days after the bankruptcy filing.


MF GLOBAL: Damning Report Aside, Corzine May Walk
-------------------------------------------------
Max Stendahl of BankruptcyLaw360 reported that MF Global Holdings
Ltd.'s bankruptcy trustee on Thursday pinned the brokerage firm's
collapse on former CEO Jon Corzine, but attorneys say the
executive's supposed negligence and poor business decisions may
not be enough to put him behind bars.

BLaw360 related that in a damning 124-page report, MF Global
bankruptcy trustee Louis Freeh alleged Corzine and other
executives knew about firm-wide lapses in risk management but
failed to correct them. That made it "almost impossible" to
monitor Corzine's massive trades in European sovereign debt,
BLaw360 said.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-
15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.


MMRGLOBAL INC: Incurs $5.9 Million Net Loss in 2012
---------------------------------------------------
MMRGlobal, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$5.90 million on $804,343 of total revenues for the year ended
Dec. 31, 2012, as compared with a net loss of $8.88 million on
$1.42 million of total revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.97 million
in total assets, $8.59 million in total liabilities, all current,
and a $6.61 million total stockholders' deficit.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the years ended
Dec. 31, 2012, and 2011, that raise substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/jaaMoJ

                         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.


MOLDING INTERNATIONAL: Involuntary Chapter 11 Case Summary
----------------------------------------------------------
Alleged Debtor: Molding International and Engineering, Inc.
                42580 Rio Nedo
                Temecula, CA 92590

Bankruptcy Case No.: 13-16235

Involuntary Chapter 11 Petition Date: April 5, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Meredith A. Jury

Petitioner's Counsel: Mark B. Joachim, Esq.
                      ARENT FOX, LLP
                      555 W. 5th Street, 48th Floor
                      Los Angeles, CA 90013
                      Tel: (213) 629-7400

Creditor who signed the Chapter 11 petition:

    Petitioner                     Nature of Claim    Claim Amount
    ----------                     ---------------    ------------
Snowbird Capital Mezzanine Fund    Loan                 $3,500,000
I, LP
11921 Freedom Drive Two Fountain Square,
Suite 1120
Reston, VA 20190


MOMENTIVE PERFORMANCE: Incurs $365 Million Net Loss in 2012
-----------------------------------------------------------
Momentive Performance Materials Inc. filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $365 million on $2.35 billion of net
sales for the year ended Dec. 31, 2012, as compared with a net
loss of $140 million on $2.63 billion of net sales in 2011.

Momentive Performance incurred a net loss of $131 million on $566
million of net sales for the three months ended Dec. 31, 2012, as
compared with a net loss of $95 million on $596 million of net
sales for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $2.90 billion
in total assets, $4.05 billion in total liabilities, and a
$1.14 billion total deficit.

"Fourth quarter 2012 Segment EBITDA improved on a year over year
basis driven by our cost reduction initiatives and volume
increases in our silicones business," said Craig O. Morrison,
Chairman, President and CEO.  "Our quartz business continued to
experience a downturn in demand for semiconductor-related products
in the fourth quarter of 2012 as quartz customers further reduced
their inventory levels.  While our full-year results reflected
margin compression in certain product lines and a product mix
shift due to declines in certain higher-margin products, our long-
term outlook continues to be positive."

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

                        http://is.gd/3x062Z

                Errors Found on Financial Statements

On April 1, 2013, the Audit Committee of the Board of Directors,
along with senior management of Momentive Performance in
consultation with the Company's independent registered public
accountants, concluded that the condensed consolidated financial
statements included in the Company's quarterly reports on Form
10-Q for the quarterly periods ended March 31, 2012, June 30, 2012
and Sept. 30, 2012, should no longer be relied upon because of
classification errors in the condensed consolidated statements of
cash flows for the three months ended March 31, 2012, and April 3,
2011; the six months ended June 30, 2012, and July 3, 2011, and
the nine month periods ended September 30 of 2012 and 2011,
respectively.

During the 2012 year end audit, classification errors were
identified by the Company's independent registered public
accountants in the statement of cash flows.  In response to the
identification of these errors, management reevaluated the 2012
statement of cash flows, which resulted in the identification of
additional items that were misclassifications.  Management further
expanded its procedures to each of the 2012 and 2011 quarterly
statements of cash flows as well as the year end statements for
2011 and 2010.

The Company plans to file amended Forms 10-Q/A for the identified
periods.

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  The action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.

In the Aug. 15, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered all of its ratings on MPM by two notches,
including the corporate credit rating to 'CCC' from 'B-'.  The
outlook is negative.

"The likelihood that earnings and cash flow will remain very weak
for the next several quarters prompted the downgrade," explained
credit analyst Cynthia Werneth.  "In our view, leverage is
unsustainably high, with total adjusted debt to EBITDA above 15x
as of June 30, 2012."


MOMENTIVE SPECIALTY: Reports $324 Million Net Income in 2012
------------------------------------------------------------
Momentive Specialty Chemicals Inc. filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
net income of $324 million on $4.75 billion of net sales for the
year ended Dec. 31, 2012, as compared with net income of $118
million on $5.20 billion of net sales in 2011.

For the three months ended Dec. 31, 2012, the Company reported a
net loss of $52 million on $1.08 billion of net sales, as compared
with a net loss of $47 million on $1.15 billion of net sales for
the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $3.32 billion
in total assets, $4.64 billion in total liabilities and a $1.31
billion total deficit.

"Fourth quarter 2012 reflected strong results in our forest
products business with EBITDA gains in all geographic regions
within the Forest Products Resins segment, offset by continued
headwinds in our oilfield and base epoxy resins businesses," said
Craig O. Morrison, Chairman, President and CEO.  "Considering the
economic volatility we continue to experience, particularly in
Europe, we are aggressively pursuing our cost reduction
initiatives and the savings from the shared services agreement
with MPM.  Between these two programs, as of year-end 2012, we
have identified an incremental $25 million in cost savings that we
expect to achieve over the next 12 to 15 months."

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

                        http://is.gd/vgPwUP

                     About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MORGANS HOTEL: Has Deal with Yucaipa to Reduce Debt by $230-Mil.
----------------------------------------------------------------
Morgans Hotel Group Co. has signed agreements with The Yucaipa
Companies to cancel Yucaipa's interests in the Company's
convertible notes, preferred stock and stock warrants in exchange
for the Company's ownership interests in Delano South Beach and
The Light Group.  This marks the culmination of a 15-month
exploration process by a Special Committee of the Board to review
strategic alternatives.

The Company will continue to operate Delano South Beach pursuant
to a long-term management agreement.  In addition, the agreements
provide that the Company will launch a $100 million rights
offering available to all Morgans' shareholders, which Yucaipa
will backstop at no-fee should the rights not be exercised in
full.  The combined transactions will reduce Morgans' debt and
preferred stock obligations by $230 million, which includes the
elimination of $113 million of debt maturing in 2014.  In
addition, after retiring the credit facility secured by Delano
South Beach, which currently has $35 million of outstanding
obligations, the Company projects it will have $65 million of cash
remaining from the rights offering.

"This is a transformative deal that will significantly improve our
financial position and accelerate the strategic development of our
business," said Michael Gross, CEO of Morgans.  "The asset swaps
and rights offering will dramatically strengthen our balance
sheet, significantly reduce our debt obligations and risk profile,
and also eliminate significant near-term maturities.  In addition,
the cancellation of the preferred stock and warrants will result
in a simplified and more flexible capital structure for our
shareholders."

Mr. Gross also noted: "We are announcing this important deal in
the context of strong momentum in our business.  We expect first
quarter System-Wide Comparable RevPAR to be up 16% to 18%, which
is the highest rate of growth since the first quarter of 2007, and
at Hudson we expect room revenue to be up around 40%.  We are also
seeing increased interest from development partners in

our target regions and expect to announce new management and
branding agreements in the coming months.  With the recent opening
of Delano Marrakech, the completion of Hudson's room renovations
and eight new hotels projected to open in the next three years, we
are excited about our ability to expand our business and increase
shareholder value."

Under the agreements, Morgans will transfer its ownership
interests in Delano South Beach and The Light Group (including its
obligations under $18 million in promissory notes) to Yucaipa in
exchange for the cancellation of the following securities held by
Yucaipa:

   * $88 million principal amount of the Company's 2.375% Senior
     Subordinated Convertible Notes due 2014;

   * 75,000 shares of the Company's Series A Preferred Securities,
     with an accumulated preference amount of $99 million; and

   * Warrants to acquire 12.5 million shares of the Company's
     common stock at $6.00 per share until April 2017.

In addition, Morgans will also receive $6.5 million in cash for
the Company's leasehold interests in three restaurants at Mandalay
Bay, Las Vegas, that will be operated by The Light Group, and
Yucaipa will pay the remaining note obligations of the Company
with respect to the acquisition of those leaseholds.  Morgans will
retain its long-term agreement with MGM Resorts International to
convert THEhotel to Delano Las Vegas.

The agreements also provide that the Company will launch a $100
million rights offering available pro-rata to all the Company's
shareholders at $6 per share.  To ensure that the Company raises
the full $100 million target, Yucaipa has agreed to fully backstop
the rights offering, with no fee, should the rights not be
exercised in full.

Proceeds of the rights offering will be used to retire the
Company's credit facility secured by Delano South Beach that
currently has $25 million of outstanding borrowing and a $10
million letter of credit drawn.  The remaining $65 million of cash
will be available for general corporate purposes and investment in
new hotel contracts.

Subject to the satisfaction of customary closing conditions, the
transaction is expected to be consummated in the second quarter of
2013.  A shareholder vote is not required to approve any of the
combined transactions.

The transaction was negotiated by a Special Transaction Committee
of the Board consisting of independent, disinterested directors,
and approved by the Special Committee, as well as by a majority of
the disinterested members of Board of Directors.  The Special
Committee was formed in December 2011 to evaluate, negotiate and
recommend to the Board various deleveraging and other strategic
alternatives, including a possible transaction with Yucaipa.  The
Board and the Special Committee determined that the transaction
was in the best interests of the Company and its stockholders
following a 15-month exploration process by the Special Committee,
which included the exploration of the sale of Delano South Beach,
the sale of the Company and other strategic alternatives.

"After considering various alternatives for over a year, we are
pleased to have been able to reach agreement with Yucaipa on what
we believe to be a very good transaction for the company and its
stockholders," said Michael Malone, co-chairman of the Special
Committee.  "This transaction, combined with the rights offering,
allows the Company to make significant progress on its goals of
deleveraging and raising capital, thus providing the Company with
much greater flexibility to execute its growth plan and expand its
brand and management business globally, and does so with no
inherent dilution to current stockholders."

Greenhill & Co., LLC, served as independent financial advisor to
the Special Committee and rendered a fairness opinion regarding
the transaction with Yucaipa. Richards, Layton and Finger, P.A.
served as independent legal advisor to the Special Committee.
Hogan Lovells US LLP and Sullivan & Cromwell LLP served as legal
advisors to the Company.  Moelis & Co. served as financial advisor
and Munger, Tolles & Olson LLP served as legal advisor to Yucaipa.

                    $100 Million Rights Offering

Morgans Hotel announced a $100 million rights offering to its
stockholders and other equity holders at a subscription price of
$6.00 per share of common stock.

The Company will apply to list the rights on the NASDAQ Global
Market.

The offering is being made pursuant to a shelf registration
statement on Form S-3 that was previously filed with the
Securities and Exchange Commission and became effective on Aug. 3,
2010.  A prospectus supplement relating to the offering will be
filed with the Securities and Exchange Commission. Additional
information regarding the rights offering will be set forth in a
prospectus supplement to be filed with the Securities and Exchange
Commission.

                      About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company incurred a net loss attributable to common
stockholders of $66.81 million in 2012, a net loss attributable to
common stockholders of $95.34 million in 2011, and a net loss
attributable to common stockholders of $89.96 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $591.15
million in total assets, $728.47 million in total liabilities,
$6.05 million in redeemable noncontrolling interest, and a $143.37
million total deficit.


MOUNTAIN PROVINCE: Incurs C$3.3 Million Net Loss in 2012
--------------------------------------------------------
Mountain Province Diamonds Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 20-F disclosing a
net loss of C$3.33 million for the year ended Dec. 31, 2012, as
compared with a net loss of C$11.53 million during the prior year.
The Company incurred a net loss of C$14.53 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $95.59
million in total assets, $8.39 million in total liabilities and
$87.19 million in total shareholders' equity.

"The Company's primary mineral asset is in the exploration and
evaluation stage and, as a result, the Company has no source of
revenues.  In each of the years December 31, 2012, 2011 and 2010,
the Company incurred losses, and had negative cash flows from
operating activities, and will be required to obtain additional
sources of financing to complete its business plans going into the
future.  Although the Company had working capital of $46,653,539
at December 31, 2012, including $47,693,693 of cash and cash
equivalents and short-term investments, the Company has
insufficient capital to finance its operations and the Company?s
costs of the Gahcho Kue Project (Note 7) over the next 12 months.
The Company is currently investigating various sources of
additional funding to increase the cash balances required for
ongoing operations over the foreseeable future.  These additional
sources include, but are not limited to, share offerings, private
placements, credit and debt facilities, as well as the exercise of
outstanding options.  However, there is no certainty that the
Company will be able to obtain financing from any of those
sources.  These conditions indicate the existence of a material
uncertainty that results in substantial doubt as to the Company's
ability to continue as a going concern."

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

                        http://is.gd/O5IKzo

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.


MTS LAND: To Present Amended Plan for Confirmation on June 24
-------------------------------------------------------------
MTS Land, LLC, and MTS Golf, LLC, filed Tuesday last week an
Amended Disclosure Statement for the Debtors' Third Amended Joint
Plan of Reorganization as Modified, as filed with the Bankruptcy
Court on April 2, 2013.  The Bankruptcy Court will hold hearings
regarding confirmation of the Plan commencing on June 24, 2013, at
10:00 a.m.

The Debtors' Plan is a 100% payment plan.  All creditors with
Allowed Claims will be paid the amount of their Allowed Claims in
full through the Plan.  The Holders of Equity Securities of
Debtors will retain all of their legal interests.

Class 1 is comprised of the Secured Portion of the Allowed USB
Loan Claim, with an estimated Claim of $32,450,046.03 as of the
Petition Date.  Beginning on the 14th Business Day of the 1st full
month after the Effective Date, and on each subsequent month up to
and through the Restated UBS Loan Maturity Date, Reorganized
Debtor will distribute to USB monthly principal and interest
payments on the Secured Portion of the outstanding balance of the
Restated USB Note amortized over a period of 25 years at the
Restated USB Interest Rate.

The Restated USB Loan Maturity Date will be 5th anniversary of the
Effective Date, provided that at the option of Reorganized Debtor,
the Restated USB Loan Maturity Date may be extended for up to
4 additional periods of 6 months each, subject to the certain
conditions including the payment of an extension fee of 0.25% of
the then outstanding principal balance of the Restated USB Note.

Except to the extent that a Creditor with an Allowed General
Unsecured Claim agrees to less favorable treatment, each Creditor
with an Allowed General Unsecured Claim, will, in full and final
satisfaction of such Claim, be paid in full in Cash, plus post-
Effective Date interest at the Unsecured Interest Rate.

a. In the event that USB is determined by the Bankruptcy Court to
be entitled to the 1111(b) Election and elects to make it: on the
latest of: (i) the 1st anniversary of the Effective Date, as soon
thereafter as is practical; (ii) such date as may be fixed by the
Bankruptcy Court, or as soon thereafter as is practicable; (iii)
the 14th Business Day after such Claim is Allowed, or as soon
thereafter as is practicable; or (iv) such date as the Holder of
such Claim and Reorganized Debtor have agreed or will agree.

b. In the event that USB is determined by the Bankruptcy Court to
be entitled to the 1111(b) Election and elects not to make it: The
total amount of Allowed General Unsecured Claims (including the
Allowed unsecured portion of the USB Claims) plus interest at the
Unsecured Interest Rate, will be paid in 60 equal monthly payments
beginning on the 14th Business Day of the 1st full month after the
Effective Date, and on the same day of each subsequent month;
provided, however, in the event that the Class 1 USB Loan Claims
and the Class 2 Hertz Loan Claims are paid in full prior to the
60th month, then all net proceeds from the sale of the remaining
Real Property will be distributed Pro Rata among the Holders of
Allowed General Unsecured Claims until paid in full.

A copy of the Amended Disclosure Statement for the Debtors' Third
Amended Joint Plan of Reorganization as Modified is available at:

           http://bankrupt.com/misc/mtsland.doc546.pdf

                          About MTS Land

MTS Land, LLC, and MTS Golf, LLC, own and operate the now dormant
Mountain Shadows Golf Club.  They filed separate Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in
Phoenix on July 19, 2012.  Mountain Shadows Golf Club --
http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56
course located at Paradise Valley.  Nestled in the foothills of
Camelback Mountain, the 3,081-yard Executive course claims to be
one of the most scenic golf courses in Arizona.  MTS Land and MTS
Golf are affiliates of Irvine, Cal.-based Crown Realty &
Development Inc.  MTS Land and MTS Golf each estimated assets and
debts of $10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Lawyers at
Gordon Silver serve as the Debtors' counsel.  The petition was
signed by Robert A. Flaxman, administrative agent.

Lender U.S. Bank is represented by Steven D. Jerome, Esq., and
Evans O'Brien, Esq., at Snell & Wilmer L.L.P.

The U.S. Trustee for Region 14 advised the Court that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtors have expressed interest in serving on a committee.
The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.


MUD KING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Mud King Products, Inc.
          fdba Mud King Products, LLC
          fka J.N.F. Equipment & Supplies, Inc.
        15211 Woodham Drive
        Houston, TX 77073

Bankruptcy Case No.: 13-32101

Chapter 11 Petition Date: April 5, 2013

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Melissa Anne Haselden, Esq.
                  HOOVER SLOVACEK, LLP
                  5847 San Felipe, Suite 2200
                  Houston, TX 77057
                  Tel: (713) 977-8686
                  Fax: (713) 977-5395
                  E-mail: Haselden@hooverslovacek.com

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

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

The petition was signed by Erich Mundinger, vice president.

Debtor?s List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Oilman Group Ltd.                  --                     $489,114
Oilman Building 1020
Zobon-Moho
Business Park 999#
Wangqiao Road
Pudong Shanghai PR, China 201201

Dezhou L&A Petroleum Machinery Co, --                     $207,354
Ltd.
2nd East Express Way
DeZhou Economic Development Zone
Shandong, PR, China

American Oiltools                  --                      $50,000
20810 FM 2920
Hockley, TX 77447

Polymer Products                   --                      $19,660

JMP                                --                      $12,847

Toombs Trust                       --                      $12,150

Tex Thread, Inc.                   --                      $10,156

RK Pipe & Supply                   --                       $8,375

Rotary Components Int., Inc.       --                       $5,690

Drillers Machine Company, Inc.     --                       $3,405

Tejas Machine, Inc.                --                       $3,021

Sjobrand, Inc.                     --                       $2,922

GPM International                  --                       $2,125

Xpress Business Products, Inc.     --                       $1,789

Cougar Pallet                      --                       $1,740

OBI                                --                       $1,573

TC Die                             --                       $1,500

Carton Design & Sales, Inc.        --                       $1,434

Core International                 --                       $1,400

Great Southwest Paper Company, Inc.--                       $1,323


MUNICIPAL MORTGAGE: Inks Employment Pact with EVP and Treasurer
---------------------------------------------------------------
Municipal Mortgage & Equity, LLC, entered into an employment
agreement with Gary A. Mentesana, its executive vice president and
treasurer effective as of Jan. 1, 2013.  The employment agreement
has a three year term ending on Dec. 31, 2015, and provides for an
initial base compensation for calendar year 2013 of $425,000,
subject to annual increases thereafter at the discretion of the
Compensation Committee of the Board of Directors.

In addition to his base compensation, Mr. Mentesana is eligible to
receive incentive compensation payable in cash, shares, options or
otherwise as is determined by the Compensation Committee based on
individual and company performance.

A copy of the Employment Agreement is available for free at:

                         http://is.gd/RVhVrT

                    Subordinated Debt Repurchase

On March 28, 2013, the Company repurchased $45.5 million of unpaid
principal balance of the subordinated debt of MMA Financial
Holdings, Inc., a wholly-owned subsidiary of the Company, due May
3, 2034, for $17.4 million (38.3% of par), plus accrued interest.
At Dec. 31, 2012, the carrying value of this debt on the Company's
balance sheet was $56.2 million.  As a result of this transaction,
during the first quarter of 2013 the Company will recognize a gain
on debt extinguishment of approximately $37.1 million or $0.87 per
common share based on shares issued and outstanding at Dec. 31,
2012, and including employee and Director deferred shares.  This
transaction will also create a gain for tax purposes; however, the
tax gain will be offset by operating loss carryforwards and will
not impact income allocable to our shareholders.

       Sale of Oak Grove Preferred Shares and Total Return Swap

On March 28, 2013, MMA Mortgage Investment Corporation, a wholly-
owned subsidiary of the Company, sold 100% of its interests in the
Series A, B and C Oak Grove Preferred Shares for $36.6 million
plus accrued interest.  The sale proceeds were used as follows:

   (a) $17.4 million was used to repurchase the subordinated debt;

   (b) $14 million was pledged as collateral to replace a letter
       of credit;

   (c) $3.7 million was pledged as collateral for a series of
       total return swaps;

   (d) $0.4 million was used to pay fees charged to execute the
       total return swaps; and

   (e) $0.7 million was used to purchase a taxable note at par
       plus accrued interest in advance of the Company's April
       2013 obligation to purchase this asset pursuant to its
       Second Amended & Restated Forbearance Agreement.

The balance of the proceeds will be used for general corporate
purposes.

Separately, MuniMae TEI Holdings, LLC, a wholly-owned subsidiary
of the Company, entered into three total return swap agreements
with an affiliate of the purchaser of the OGPS.  Each TRS uses one
series of the OGPS as the reference asset.  Under the terms of the
TRS, the Counterparty will pay the Company an amount equal to the
distributions on the OGPS, currently a weighted average rate of
14.37%, and the Company will pay the Counterparty a quarterly rate
of 3-month LIBOR plus a spread of 400 bps, currently 4.28%, on the
notional amount, currently an aggregate of $36.6 million. The TRS
interest payments will settle on a "net" basis and the notional
amount will decline if and when any of the preferred shares are
redeemed by the issuer thereof in part or in full.  The Company
paid a structuring fee of 1% ($0.4 million) to enter into the TRS
and placed cash equal to 10% of the notional amount ($3.7 million)
in a restricted collateral account with the Counterparty for the
duration of the TRS.  The TRS have a termination date of March 31,
2015 and a termination fee equal to 1% of the notional amount.
The Company may elect to terminate any or all of the TRS at any
time.  The Counterparty has the right to terminate the TRS upon
the occurrence of certain events.  Under any termination event, if
the fair value of the OGPS are above par, then the Counterparty
will be required to pay the Company the premium value above par.
If the fair value of the OGPS are below par, the Company will be
required to pay the Counterparty the difference between fair value
and par.

For financial reporting purposes of the Company, the sale of the
OGPS, and the use of the OGPS as the reference asset in the TRS,
will be treated as a $36.6 million financing secured by the OGPS
and not a true sale.

                 Termination of Letter of Credit

On March 28, 2013, MFH terminated a $19 million letter of credit
that was issued to secure the Company's guarantee of investor
returns in certain low-income housing tax credit equity funds in
which the Company holds a general partner interest.  In order to
terminate the LOC, the Company placed $14 million of the proceeds
from the sale of the OGPS into a restricted collateral account to
cover any potential losses associated with the tax credit equity
fund guarantees.  As of Dec. 31, 2012, the Company does not expect
these guarantee obligations to result in any losses.

                      About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, KPMG LLP, in
Baltimore, Maryland, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets and work
with its creditors to restructure or extend its debt arrangements.

The Company's balance sheet at Sept. 30, 2012, showed $1.85
billion in total assets, $1.12 billion in total liabilities and
$723.23 million in total equity.


MUNICIPAL MORTGAGE: Amends 2012 Form 10-K to Add Exhibit
--------------------------------------------------------
Municipal Mortgage & Equity, LLC, has amended its annual report
for the period ended Dec. 31, 2012, to file Exhibit 10.29, 2012
Non-Employee Directors' Compensation Plan.  No other modifications
or changes have been made to the Form 10-K.

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

                       http://is.gd/jjdf94

A copy of the Exhibit 10.29 is available for free at:

                       http://is.gd/bK0WCO

                     About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, KPMG LLP, in
Baltimore, Maryland, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets and work
with its creditors to restructure or extend its debt arrangements.

The Company's balance sheet at Sept. 30, 2012, showed $1.85
billion in total assets, $1.12 billion in total liabilities and
$723.23 million in total equity.


MUSCLEPHARM CORP: Incurs $18.9 Million Net Loss in 2012
-------------------------------------------------------
MusclePharm Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $18.95 million on $67.05 million of net sales for the
year ended Dec. 31, 2012, as compared with a net loss of
$23.28 million on $17.21 million of net sales during the prior
year.

The Company's balance sheet at Dec. 31, 2012, showed $6.76 million
in total assets, $16.52 million in total liabilities and a
$9.75 million total stockholders' deficit.

Berman & 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 of $23,280,950 and net cash used
in operations of $5,801,761 for the year ended Dec. 31, 2011; and
has a working capital deficit of $13,693,267, and a stockholders'
deficit of $12,971,212 at Dec. 31, 2011.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/EEsar3

                        About MusclePharm

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


NEOMEDIA TECHNOLOGIES: Incurs $19.4 Million Net Loss in 2012
------------------------------------------------------------
NeoMedia Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $19.38 million on $2.34 million of revenue for the
year ended Dec. 31, 2012, as compared with a net loss of $849,000
on $2.26 million of revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $6.04 million
in total assets, $75.57 million in total liabilities, all current,
$5.18 million in convertible preferred stock, and a $74.72 million
total shareholders' deficit.

Kingery & Crouse, P.A., in Tampa, FL, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations, has
significant working capital and shareholder deficits and may have
ongoing requirements for additional capital investment.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

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

                        http://is.gd/oaVai2

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.


NES RENTALS: Moody's Hikes CFR to 'B3' & Rates $275MM Notes 'Caa2'
------------------------------------------------------------------
Moody's Investors Service upgraded NES Rentals Holdings, Inc.'s
Corporate Family Rating to B3 from Caa1 based on the positive
trend in credit metrics through 2012 and expectation that metrics
will be supportive of a B3 rating level over the intermediate
term. Concurrently, a Caa2 rating was assigned to NES Rentals'
proposed $275 million, five year second lien senior secured notes.
The ratings outlook is stable.

Proceeds from the issuance of the proposed $275 million second
lien notes and drawings under the proposed amended $400 million
ABL credit facility (unrated) are expected to be used to refinance
the company's existing ABL facility, second lien term loan and
notes. The proposed transaction is expected to extend debt
maturities to 2017 from 2014 and appreciably lower interest
expense. The proposed $275 million notes are anticipated to be
issued by NES Holdings and guaranteed by domestic subsidiaries on
a second lien senior secured basis.

Ratings upgraded:

Corporate Family Rating, to B3 from Caa1

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

Ratings assigned:

Proposed $275 million senior secured second lien notes due 2018,
Caa2 (LGD-5, 81%)

Ratings affirmed:

Existing second lien senior secured term loan due 2014, at Caa2
(LGD-5, 83%)

Existing $150 million second lien notes due 2015, at Caa2 (LGD-5,
83%)

Outlook, stable

The existing second lien term loan due 2014 and $150 million
second lien notes due 2015 ratings will be withdrawn upon
repayment which is expected to occur with proceeds of the proposed
refinancing. These ratings have been assigned subject to Moody's
review of final documentation following completion of the
refinancing.

Ratings Rationale:

The CFR upgrade incorporates the expectation that industry
conditions will continue to remain favorable over the intermediate
term supporting the current positive operating trend. The
improvement in credit metrics is anticipated to be driven largely
by a moderate year-over-year increase in absolute EBITDA levels
stemming from continued growth in revenue. The ratings also
recognize that although the positive trend in operating metrics is
expected to continue, the rate of improvement will not be as high
as it was over the last two years when the industry was recovering
from a severe downturn. NES Rentals is well positioned to
capitalize on the improvement in the overall US equipment rental
markets and the factors underlying that growth. Continued growth
over the intermediate term is expected to stem from higher rental
rates and utilization through 2013 as well as continued
anticipated growth in the industrial end-markets most notably the
energy sector in the Gulf Coast area and, to a lesser degree,
growth in the non-residential construction industry.

The B3 corporate family rating reflects the company's high
leverage, small scale relative to other rated peers 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.
In addition, due to the absence of a meaningful amount of free
cash flow anticipated over the intermediate term as the level of
capital expenditures is increased to update and expand the
equipment portfolio, any meaningful credit metric improvement
would likely emanate from EBITDA improvement rather than debt
reduction. The ratings also positively consider the company's
adequate liquidity profile characterized by availability under its
substantial 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.

The Caa2 rating on the proposed second lien senior secured notes
is in line with the existing rating on the company's second lien
debt. However, the proposed transaction favorably positions the
company's rating on the proposed notes more solidly at Caa2,
reflected in the lower loss given default rate of 81% versus the
rate on the existing second lien debt. The Caa2 rating is two
notches below the Corporate Family Rating due to the junior
position relative to the security interest of the proposed amended
$400 million senior secured, asset-based revolving credit
facility.

The stable outlook is supported by NES 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.

NES Rentals Holdings, Inc., based in Chicago, Illinois and
majority-owned by Diamond Castle Investments, is an equipment
rental company in the U.S. NES has more than 70 branches across 27
states. Revenues for the last twelve months ended December 31,
2012 approximated $300 million.


NES RENTALS: S&P Assigns 'CCC+' Rating to $275MM 2nd Lien Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'CCC+' issue-level rating to Chicago-based NES Rentals Holdings
Inc.'s proposed $275 million second-lien notes.  The recovery
rating is '6', indicating S&P's expectation of negligible (0%-10%)
recovery in the event of a payment default scenario.  At the same
time, S&P affirmed the 'B' corporate credit rating on NES Rentals.
The outlook is stable.  The company will use proceeds from the new
notes to redeem its existing $85 million second-lien term loan and
$150 million second-lien notes.  The company will also have an
unrated $400 million asset-based revolving credit facility.  S&P
expects to withdraw the issue-level ratings on the existing debt
after the transaction closes.

The ratings on NES Rentals reflect Standard & Poor's assessment of
the company's "weak" business risk profile as a regional equipment
rental provider and its "highly leveraged" financial profile.  "We
expect the company to maintain "adequate" liquidity as it
purchases equipment in anticipation of continued positive business
conditions in the equipment rental industry," said Standard &
Poor's credit analyst Sarah Wyeth.  Pro forma for the transaction,
S&P believes earnings growth in 2013 could result in leverage at
the low end of its expectations for the rating, or about 5x.  S&P
also believes the company could generate positive free cash flow
beginning in 2014.

S&P's forecast includes the following assumptions:

   -- Non-residential construction grows by 5% in 2013 and 6% in
      2013;

   -- Customers' preference to rent versus buy in the uncertain
      economy continues;

   -- Positive business conditions in the equipment rental
      industry enable the company to sustain EBITDA margin close
      to 35%; and

   -- Net capital spending of about $60 million annually.

The "weak" business risk profile assessment primarily reflects
expectation that the company will continue to participate in the
cyclical, highly competitive, and fragmented equipment rental
sector.  The likelihood that it will remain one of the leading
regional operators mitigates this factor.  Operating in more than
70 locations, NES Rentals offers general construction and other
equipment for rent to construction and petrochemical companies, as
well as other industrial end users.  Competitors range from
national and regional operators to small, independent businesses.

S&P expects NES Rentals to continue to benefit from positive
trends in the equipment rental industry in 2013.  The company's
performance is closely tied to the nonresidential construction
spending cycle, which S&P expects to continue its gradual recovery
from low levels amid broader economic uncertainty.  Equipment
rental industry conditions have also improved because contractors
are likely to rent a larger proportion of their fleet when they
have fewer projects and future projects are less certain.

The financial risk profile is highly leveraged.  Pro forma for the
transaction, as of Dec. 31, 2012, total debt (adjusted for
operating leases) to EBITDA was 5.6x.  This metric will likely
improve to about 5x by the end of 2013.  At the current rating,
S&P expects NES Rentals to maintain debt to EBITDA of 5x to 6x.
S&P's ratings do not incorporate the possibility of a significant
acquisition or other meaningful shareholder initiatives.

Positive business conditions in the equipment rental industry
support the stable outlook and should enable the company to reduce
debt to EBITDA to about 5x by the end of 2013.  However, if an
unexpected market downturn or debt-financed capital expenditures
weaken credit measures, S&P would consider a downgrade.  For
instance, S&P could lower the ratings if it believes equipment
purchases are likely to result in leverage greater than 6x for an
extended period.  On the other hand, S&P could raise the ratings
if the long-term competitiveness of NES Rentals' business remains
healthy, and the company's credit measures, liquidity, cash
generation, and financial policies support this trend.  For
instance, if the company is likely to maintain leverage below
5x and generate positive free cash flow, S&P could raise the
ratings.


NEW LEAF: Amends First Quarter Form 10-Q to Add Exhibit
-------------------------------------------------------
New Leaf Brands, Inc., has amended its quarterly report for the
period ended March 31, 2012, solely to furnish Exhibit 101 to the
Form 10-Q in accordance with Rule 405 of Regulation S-T.  Exhibit
101 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 for free at:

                       http://is.gd/died60

                          About New Leaf

Old Tappan, N.J.-based New Leaf Brands, Inc., is a diversified
beverage holding company acquiring brands, distributors and
manufacturers within the beverage industry.

EisnerAmper LLP, in New York City, expressed substantial doubt
about New Leaf's ability to continue as a going concern following
the 2011 financial results.  The independent auditors noted that
the Company has suffered recurring losses from operations, has a
working capital deficiency, was not in compliance with certain
financial covenants related to debt agreements, and has a
significant amount of debt maturing in 2012.

The Company reported a net loss of $6.68 million on $2.27 million
of net sales for 2011, compared with a net loss of $9.13 million
on $4.26 million of net sales for 2010.

The Company's balance sheet at March 31, 2012, showed $1.81
million in total assets, $4.90 million in total liabilities and a
$3.08 million total stockholders' deficit.


NOVADEL PHARMA: Inks Agreement to Sell NovaMist(TM) Technology
--------------------------------------------------------------
NovaDel Pharma Inc. has signed a definitive agreement to sell its
NovaMist(TM) technology and certain other assets to SUDA LTD, an
Australian publicly held pharmaceutical company.

The transaction includes the sale of NovaDel's patents and
trademarks relating to its NovaMist technology.

The sale, as contemplated, does not include the NitroMist(R) or
ZolpiMist(TM) intellectual property or licenses.

Subject to shareholder approval, NovaDel will receive at closing
$400,000 in cash, 50,000,000 shares of SUDA Common stock and
10,000,000 options for the purchase of SUDA Common shares at $0.05
per share.  It is the

Company's intention to use part of the proceeds from this sale,
after transaction expenses, to reduce its outstanding liabilities.

NovaDel continues to seek a purchaser for its remaining assets,
the NitroMist and ZolpiMist intellectual property and licenses.
As previously reported, the Company has appealed to the FDA for a
reduction or elimination of the annual fees relating to our
licensed marketed products.  The amount currently owed to the
FDA and the burden of the continuation of these fees has and
continues to inhibit our ability to find a purchaser for these
assets.

                      About Novadel Pharma

NovaDel Pharma Inc. -- http://www.novadel.com/-- is a specialty
pharmaceutical company that develops oral spray formulations of
marketed pharmaceutical products.  The Company's patented oral
spray drug delivery technology seeks to improve the efficacy,
safety, patient compliance, and patient convenience for a broad
range of prescription pharmaceuticals.

                          *     *     *

As reported by the Troubled Company Reporter on Aug. 2, 2012,
NovaDel Pharma Inc. said if the Company cannot secure financing or
a strategic partner, it may file for bankruptcy.  The
Company, at the end of March 2012, deregistered its common stock
and exited the Securities and Exchange Commission reporting
system.

The Company recorded a loss of $24,000 or $(0.00) per share for
the six months ended June 30, 2012, compared to a net loss of
$7,597,000 or $(0.07) per share in the six months ended June 30,
2011.


OLYMPIC HOLDINGS: Taps Simon Resnik Hayes as Bankruptcy Counsel
---------------------------------------------------------------
Olympic Holdings, LLC, seeks court permission to employ M.
Jonathan Hayes, Simon Resnik Hayes LLP as General Bankruptcy
Counsel.

On January 1, 2013, M. Jonathan Hayes merged his practice with
Simon & Resnik, LLP to form the firm of Simon Resnik Hayes LLP.
The Debtor requires the services of Simon Resnik Hayes LLP to
render these types of professional services relating to the
Chapter 11 proceeding:

   * Possible amendments to the Debtor's schedules;

   * Advice and assistance regarding compliance with the
     requirements of the United States Trustee;

   * Advice regarding matters of bankruptcy law, including the
     rights and remedies of the Debtor in regard to its assets and
     with respect to the claims of creditors;

   * Negotiate use of cash collateral and obtain court permission
     for same;

   * Conduct examinations of witnesses, claimants or adverse
     parties and prepare and assist in the preparation of reports,
     accounts and pleadings;

   * Advice concerning the requirements of the Bankruptcy Code and
     applicable rules;

   * Assist with the negotiation, formulation, confirmation and
     implementation of a Chapter 11 plan; and

   * Make any appearances in the Bankruptcy Court on behalf of the
     Debtor; and take other action and perform other services as
     the Debtor may require.

The bulk of the work necessary to prosecute the case will continue
to done by Mr. Hayes and his associates, Roksana D. Moradi,
Carolyn Afari and Elizabeth Roberson. Other personnel of Simon
Resnik Hayes LLP may also be used as necessary from time to time
including Matthew Resnik and various paralegals.

The firm's hourly billing rates for 2013 are:

       M. Jonathan Hayes      Partner       $425.00
       Kevin T. Simon         Partner       $385.00
       Matthew D. Resnik      Partner       $385.00
       Russell J. Stong III   Associate     $325.00
       Donna R. Dishbak       Associate     $325.00
       Roksana D. Moradi      Associate     $285.00
       Carolyn M. Afari       Associate     $165.00
       Elizabeth Roberson     Associate     $165.00
       Erin Keller            Paralegal     $135.00

Simon Resnik Hayes LLP constitutes a disinterested person as
contemplated by Section 327 and defined in Section 101(14) of the
Bankruptcy Code.

                      About Olympic Holdings

Beverly Hills, California-based Olympic Holdings, LLC, filed a
bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-32707) on June 29, 2012, in Los Angeles.  The Debtor estimated
assets and liabilities at $10 million to $50 million.

Affiliates of the Debtor that filed separate Chapter 11 petitions
in the same Court are Wooton Group, LLC (Case No. 12-31323, filed
June 19, 2012) and Golden Oak Partners, LLC (Case No. 12-33650
filed July 9, 2012).

The Debtor is a California Limited Liability Company formed in
1996 which owns and manages real property.  This is a single asset
case.  The Debtor owns property comprised of three (3)
continguous, multi-tenant industrial/warehouse buildings located
at 4851 S. Alameda Street, in Los Angeles, California.

M. Jonathan Hayes, Esq., and the firm of Simon Resnik Hayes LLP
represent the Debtor as general bankruptcy counsel.


OTELCO INC: Annual Report Filed
-------------------------------
BankruptcyData reported that Otelco Inc. filed with the SEC its
Annual Report for the year ended December 31, 2012, disclosing a
3.4% decrease in total revenue in 2012 to $98.4 million from
$101.8 million in 2011.  The report said 2012's local services
revenue decreased 5.4% to $44.9 million from $47.5 million the
previous year.

BankruptcyData further reported that cable television revenue in
2012 increased 5.8% to $3.2 million from $3.0 million in 2011.
2012's Internet revenue increased 6.1% to $14.8 million from $13.9
million the previous year. Operating expenses for 2012 increased
to $227.8 million from $77.2 million in 2011. This increase was
primarily attributable to the impairment charges recorded in 2012,
as well as higher selling, general and administrative expenses,
including expenses associated with balance sheet restructuring,
and was partially offset by a decrease in depreciation and
amortization and service costs. Cost of services decreased 4.0% to
$42.2 million in 2012 from $44.0 million in 2011 - while selling,
general and administrative expenses increased 7.9% to $14.0
million in 2012 from $13.0 million in 2011. Expenses associated
with balance sheet restructuring added $2.0 million in expenses in
2012. Cost savings initiatives including employee cost reductions
decreased selling, general and administrative expenses by $1.2
million in 2012. Otelco reports a 2012 net loss of $126.9 million,
compared to net income in 2011 of $2.2 million.

                        About Otelco Inc.

Otelco Inc. and 16 affiliated Debtors filed for Chapter 11
protection (Bankr. D. Del. Case No. 13-10593) on March 24, 2013.

Otelco filed for chapter 11 in order to implement its "pre-
packaged" financial restructuring plan -- a plan that already has
been accepted by 100% of the Company's senior lenders, as well as
holders of over 96% in dollar amount of Otelco's senior
subordinated notes who cast ballots.  Otelco's restructuring plan
will strengthen the Company by deleveraging its balance sheet and
reducing its overall indebtedness by approximately $135 million.

Because of the overwhelming support Otelco's plan has received
from both its secured and unsecured creditors (including holders
of the Company's IDS units), Otelco anticipates that the Company
will be able to complete its financial restructuring at the end of
the second quarter of 2013.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Partners.  The
restructuring counsel for the administrative agent for the senior
lenders is King & Spalding LLP and its financial advisor is FTI
Consulting.

Otelco Inc. is a wireline telecommunication services provider in
Alabama, Maine, Massachusetts, Missouri, New Hampshire, Vermont
and West Virginia.

The Plan provides for:

   -- Each holder of the senior secured term loan claims will
receive its pro rata share of (i) term loan obligations of the
Company under the new senior secured credit facility of not more
than $142 million, maturing on April 30, 2016; (ii) a cash payment
of no less than $20 million and (iii) the New Class B Common Stock
representing 7.5% of the total economic and voting interest in
reorganized Otelco,.

  -- Allowed senior secured revolving loan claims, as amended,
will be reinstated, with availability of up to $5 million,
pursuant to the new senior secured credit facility agreement and
each holder of the Company's outstanding subordinated notes to
receive a pro rata share of the New Class A Common Stock.

   -- Allowed general unsecured claims will be reinstated and paid
in full, provided, that, if holders of Class 5 subordinated notes
claims vote to reject the Plan, holders of allowed general
unsecured claims shall receive a cash payment equal to 40.5% of
the allowed amount of such general unsecured claim.

   -- All of the Company's existing equity interests will be
cancelled.


OVERSEAS SHIPHOLDING: To Continue in U.S. Military Program
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Overseas Shipholding Group Inc. plans on continuing
to participate in the federal Military Security Program that pays
the shipowner $3.1 million a year for each of two vessels that
could be used by the Defense Department.

According to the report, the program was recently extended through
2025.  OSG wants approval from the bankruptcy court at an April 25
hearing to stay in the program, where U.S.-flagged vessels can be
used by the military at market rates.  The vessels must be manned
by U.S. crews.

OSG's $300 million in 8.125% senior unsecured notes due 2018 last
traded on April 5 for 78 cents on the dollar, according to Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority.  The notes more than tripled in value since
Nov. 14.

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PAC-WEST TELECOMM: Chapter 11 Petition Filed
--------------------------------------------
BankruptcyData reported that privately-held Pac-West Telecomm
filed for Chapter 11 protection with the U.S. Bankruptcy Court in
the Western District of Texas, case number 13-10571. The Company,
which offers diverse telecommunications services, is represented
by Patricia B. Tomasco of Jackson Walker, the report said.

The U.S. Trustee assigned to the case scheduled an April 23, 2013
341-Meeting of Creditors, the report related.  The Company emerged
from a previous Chapter 11 filing in November 2007.


PACIFIC GOLD: Issues $110,000 Convertible Note
----------------------------------------------
Pacific Gold Corp. has issued a new $110,000 convertible note on
March 25, 2013, with interest of 10% due at maturity, a conversion
price of $0.02 per share and a due date of Jan. 2, 2015.

A holder of $50,000 in principal amount of debt issued by Pacific
Gold Corp. transferred the obligation to a third party.  In
connection with the transfer, the Company agreed to modify the
rate of conversion of principal and interest into shares of common
stock to a formula based on the market value of a share of common
stock, from time to time.  The company anticipates that an
additional 166,666,667 shares will be issued on conversion of the
balance of the debt obligation, based on the current market prices
and the conversion formula of the obligation.

                          Delays Form 10-K

Pacific Gold said that the compilation, verification and review by
management of the information and disclosure required to be
presented in the Form 10-K for the period ended Dec. 31, 2012,
requires additional time which renders the timely filing of the
Form 10-K impracticable without undue hardship and expense to the
Company.

                         About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Silberstein Ungar,
PLLC, in Bingham Farms, Michigan, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred losses
from operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.

The Company reported a net loss of $1.38 million in 2011, compared
with a net loss of $985,278 in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$1.61 million in total assets, $5.12 million in total liabilities
and a $3.51 million total stockholders' deficit.


PATRIOT COAL: Court Sets April 23 Hearing on Trustee Motion
-----------------------------------------------------------
Chief U.S. Bankruptcy Judge Kathy A. Surratt-States has ordered
that a hearing on the motion of Aurelius Capital Management, LP,
and Knighthead Capital Management, LLC, for an order directing the
appointment of a Chapter 11 Trustee in Patriot Coal Corporation,
et al.'s bankruptcy case, will be held on April 23, 2013, for the
parties to present oral argument only.

As reported in the TCR on April 1, 2013, two Patriot Coal Corp.
bondholders, claiming the majority of the Company's 99 units in
bankruptcy don't have obligations to unions and retirees, are
seeking the appointment of a trustee to oversee how assets are
distributed.

Aurelius Capital Management LP and Knighthead Capital Management
LLC, said in court papers filed March 28 in U.S. Bankruptcy Court
in St. Louis that the U.S. mining company's bankruptcy is being
mismanaged because it assumes all the units have obligations to
the collective bargaining or retiree health care agreements of the
United Mine Workers of America.  Their bid for a trustee sets up a
dispute over how bondholders and unions are treated in the Chapter
11 case.

Patriot filed for bankruptcy to reorganize and shed some of the
$1.6 billion it estimates is owed to pay for lifetime health care
for 8,100 retirees.

The company said in a statement March 29 that it will oppose the
bondholders' request.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PAYMENT DATA: Reports $1.3 Million Net Income in 2012
-----------------------------------------------------
Payment Data Systems, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
net income of $1.27 million on $7.34 million of revenue for the
year ended Dec. 31, 2012, as compared with net income of $351,848
on $4.81 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $5.15 million
in total assets, $3.02 million in total liabilities, all current,
and $2.13 million in total stockholders' equity.

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

                        http://is.gd/FKIWIp

                     About Payment Data Systems

San Antonio, Tex.-based Payment Data Systems, Inc. provides
integrated electronic payment processing services to merchants and
businesses, including credit and debit card-based processing
services and transaction processing via the Automated
Clearinghouse Network.  The Company also operates an online
payment processing service for consumers under the domain name
http://www.billx.com/through which consumers can pay anyone.

                            *    *    *

This concludes the Troubled Company Reporter's coverage of Payment
Data Systems until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


PEAK RESORTS: Court Okays Expanded BDO Consulting Services
----------------------------------------------------------
Peak Resorts, Inc., et al., sought and obtained court permission
to expand the role of BDO Consulting.

BDO Consulting's duties will now include:

   a. assisting the Debtors in the preparation and development of
      a rolling three-week cash Budget, whereby on a weekly basis
      a new three-week cash Budget would be prepared by the
      Debtors;

   b. analyzing each three-week cash Budget in (a) and providing
      the DIP Lender any comments or findings regarding the
      reasonableness of the cash budget and that the revenues and
      expenses forecast in each Budget are supported by adequate
      documentation;

   c. on a weekly basis, reviewing expenses to determine that cash
      disbursements are in compliance with the previously approved
      Budget or as subsequently agreed to by the DIP Lender for a
      non-compliant item;

   d. on a weekly basis, reviewing the Debtors' determination of
      cash on hand and available for operations and, according to
      the Debtors' obligations to DIP lender, reviewing the
      Debtors' calculation of any repayment amount due to DIP
      lender and provide comment on the reasonableness of the Draw
      Request(s);

   e. working with the Debtors to identify any areas for expense
      reduction or revenue improvements that come to BDO's
      attention.  However, BDO will not provide any additional
      consulting services; such as, an operational assessment, and
      will not be evaluating the Debtors' operations beyond the
      services noted in (a) and (b).

BDO Consulting has agreed that the fees for these services will be
paid on an hourly basis but will not exceed $3,500 per week, while
the maximum reimbursement for expenses for BDO Consulting is $500
per week.

The Troubled Company Reporter previously reported on Feb. 20,
2013, that Peak Resorts, Inc., et al., sought permission to employ
BDO Consulting as DIP Budget Developer.  BDO Consulting will
assist the Debtors in implementing a more organized and efficient
budget template and process.  BDO Consulting will be paid on an
hourly basis but will not exceed $5,000.  If additional services
are required to further revise and regulate the budgeting process,
such work will also be performed on an hourly basis, but such
additional fees will not exceed $2,500.  To the best of the
Debtors' knowledge, the firm has no connection with the Debtors,
creditors or nay other party in interest, their respective
attorneys and accountants, the United States Trustee, or any
person employed in the office of the United States Trustee.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PENSON WORLDWIDE: To Dispose of Equipment Under Regions Lease
-------------------------------------------------------------
In a supplemental order signed by Peter J. Walsh on April 2, 2013,
in line with the sale of substantially all of the assets related
to Penson Worldwide Inc. and Nexa Technologies, Inc.'s direct
access trading technology and online brokerage solutions, PWI and
its debtor-affiliates; Regions Equipment Finance, Ltd. and Regions
Equipment Finance Corporation; and Federation des Caisses
Desjardins du Quebec have conferred and agreed to the disposition
of the equipment subject to the Master Agreement and related
schedules between PWI and Regions under the heading "Production
Equipment" and the heading "Data Center Equipment."

Federation des Caisses will pay to Regions (a) $76,939.91 for the
Production Equipment and (b) if Federation des Caisses elects to
acquire the Data Center Equipment, an additional $37,510.45.  The
Production Equipment and Data Center Equipment will be transferred
to Federation des Caisses free and clear of all liens, claims and
encumbrances to the maximum extent permitted by Section 363(f) of
the Bankruptcy Code. The parties exchange releases.  Regions
agrees to promptly file any financing statements and proof of
claim amendments necessary to effectuate the agreement.

Meanwhile, as a result of the closing of the Nexa Sale, the
Debtors are seeking the Court's authority to reject 21 executory
contracts and unexpired leases, nunc pro tunc to April 4, 2013.
The Debtors said the Contracts, most of which relate to their
former business operations, no longer serve any business purpose.

In a separate order dated April 5, 2013, Judge Walsh granted the
Debtors' request to further extend the interim waiver of
requirements of Section 345(b) of the Bankruptcy Code through and
including April 12, 2013.  The Court said the Debtors are
permitted to maintain their deposits in their Bank Accounts in
accordance with their existing deposit practices.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: Seeks Extension of Action Removal Period
----------------------------------------------------------
Penson Worldwide, Inc. and its affiliated debtors ask the
bankruptcy court to extend the time within which they may file
notices of removal by 120 days, through and including August 9,
2013, with respect to claims and causes of action pending as of
the Petition Date.

Given significant developments during the first three months of
their Chapter 11 Cases, their transition into Chapter 11 and the
initial administrative requirements of the Chapter 11 process,
together with the substantial existing effort required
to wind down their business operations, the Debtors have been
unable to evaluate, in a thorough and thoughtful manner, whether
outstanding litigation matters should be removed.

The Debtors submit that there is a legitimate need for
additional time to review their outstanding litigation matters.

The current deadline to file notices of removal with respect to
the Actions is April 11, 2013.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: Seeks Extension of Lease Decision Deadline
------------------------------------------------------------
Penson Worldwide, Inc. and its affiliated debtors ask the
Bankruptcy Court to extend the period of time under which they may
assume or reject any leases, subleases or other agreements to
which they are a party and which may be considered an unexpired
lease of nonresidential real property under applicable law,
through and including August 9, 2013.

Since the Petition Date, the Debtors have devoted substantially
all of their resources to, among other things: (a) winding
down their business operations in an orderly manner; (b)
responding to requests from the Committee, vendors, customers,
employees and other creditors; (c) preparing schedules of assets
and liabilities and statements of financial affairs for each of
the Debtors and satisfying the information requests posed by the
U.S. Trustee in connection therewith; (d) effecting the sale of
Nexa Technologies, Inc.; and (e) negotiating and drafting a
disclosure statement and confirmable plan of liquidation. As a
result, the Debtors have not yet determined whether to assume or
reject the Leases.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PMI GROUP: Terminates Investment Talks with Well-Known Investor
---------------------------------------------------------------
The PMI Group, Inc., previously received an indication of interest
from a well-known private equity investor who indicated an
interest in investing in a reorganized Company in exchange for a
minority equity interest in the reorganized Company.  Since that
time, the Company, in consultation with the Official Committee of
Unsecured Creditors appointed in the Company's chapter 11
bankruptcy case, has engaged in negotiations with the Potential
Investor with respect to the terms of such a potential investment.

The Potential Investor recently terminated those negotiations, and
the Company expects not to proceed with a transaction with the
Potential Investor.  Although the Company, in consultation with
the Committee, may identify and seek to pursue a different
transaction with another party or a chapter 11 plan of
reorganization not involving a third-party investor, the Company
has not yet determined whether to pursue such a transaction or
plan.

There can be no assurance that the Company will identify or pursue
an alternative transaction or that any alternative transaction
will be completed.  If the Company determines to pursue a chapter
11 plan of reorganization not involving a third-party investor,
there can be no assurance that such a plan will be confirmed in
the form proposed by the Company.

                       About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


POSITIVEID CORP: Delays 2012 Annual Report for Review
-----------------------------------------------------
PositiveID Corporation was unable, without unreasonable effort or
expense, to file its annual report on Form 10-K for the year ended
Dec. 31, 2012, by the April 1, 2013, filing date applicable to
smaller reporting companies due to a delay experienced by the
Company in the completion of its independent auditor's review of
the financial statements included in the Annual Report.  The
Company anticipates that it will file the Annual Report no later
than April 16, 2013.

                         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.

EisnerAmper LLP, in New York, expressed substantial doubt about
PositiveID's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has a working capital
deficiency and an accumulated deficit.  "Additionally, the Company
has incurred operating losses since its inception and expects
operating losses to continue during 2012.

The Company's balance sheet at Sept. 30, 2012, showed
$2.69 million in total assets, $6.23 million in total liabilities,
and a $3.54 million total stockholders' deficit.


PRESSURE BIOSCIENCES: Delays 2012 Form 10-K Due to Limited Staff
----------------------------------------------------------------
Pressure BioSciences, Inc., has determined that it is unable to
file its annual report on Form 10-K for the fiscal year ended
Dec. 31, 2012, within the prescribed time period without
unreasonable effort and expense due to the departure of key
personnel having responsibilities related to the preparation and
review of the Form 10-K.  As a result, the preparation and
finalization of the Form 10-K has been delayed.

                     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.

As reported by the Troubled Company Reporter on March 2, 2012,
Boston-based Marcum LLP, expressed substantial doubt about
Pressure Biosciences' 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 had
recurring net losses and continues to experience negative cash
flows from operations.

The Company's balance sheet at Sept. 30, 2012, showed
$1.91 million in total assets, $2.64 million in total liabilities
and a $730,839 total stockholders' deficit.


PROVIDENT COMMUNITY: Incurs $598,000 Net Loss in 2012
-----------------------------------------------------
Provident Community Bancshares, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss to common shareholders of $598,000 on $11.23
million of total interest income for the year ended Dec. 31, 2012,
as compared with a net loss of $665,000 on $14.02 million of total
interest income during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $349.94
million in total assets, $337.73 million in total liabilities and
$12.21 million in total shareholders' equity.

                           Consent Order

On Dec. 21, 2010, Provident Community Bank, N.A. entered into a
stipulation and consent to the issuance of a consent order with
the Office of the Comptroller of the Currency.

At Dec. 31, 2011, the Bank met each of the capital requirements
required by regulations, but was not in compliance with the
capital requirements imposed by the OCC in its Consent order.

The Bank is required by the consent order to maintain Tier 1
capital at least equal to 8% of adjusted total assets and total
capital of at least 12% of risk-weighted assets.  However, so long
as the Bank is subject to the enforcement action executed with the
OCC on Dec. 21, 2010, it will not be deemed to be well-capitalized
even if it maintains the minimum capital ratios to be well-
capitalized.  At Dec. 31, 2011, the Bank did not meet the higher
capital requirements required by the consent order and is
evaluating alternatives to increase capital.

"At December 31, 2012, the Bank met each of the capital
requirements required by regulations, but was not in compliance
with the capital requirements imposed by the OCC in its Consent
order."

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

                        http://is.gd/j0J3a7

                     About Provident Community

Rock Hill, South Carolina-based Provident Community Bancshares,
Inc., is the bank holding company for Provident Community Bank,
N.A.  Provident Community Bancshares has no material assets or
liabilities other than its investment in the Bank.  Provident
Community Bancshares' business activity primarily consists of
directing the activities of the Bank.

The Bank's operations are conducted through its main office in
Rock Hill, South Carolina and seven full-service banking centers,
all of which are located in the upstate area of South Carolina.
The Bank is regulated by the Office of the Comptroller of the
Currency, is a member of the Federal Home Loan Bank of Atlanta and
its deposits are insured up to applicable limits by the Federal
Deposit Insurance Corporation.  Provident Community Bancshares is
subject to regulation by the Federal Reserve Board.


PURADYN FILTER: Incurs $2.2 Million Net Loss in 2012
----------------------------------------------------
Puradyn Filter Technologies Incorporated filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $2.22 million on $2.57 million of net
sales for the year ended Dec. 31, 2012, as compared with a net
loss of $1.61 million on $2.67 million of net sales during the
prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.38 million
in total assets, $10.61 million in total liabilities and a $9.23
million total stockholders' deficit.

Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses from
operations, its total liabilities exceed its total assets, and it
has relied on cash inflows from an institutional investor and
current stockholder.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

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

                        http://is.gd/tmNbNW

                        About Puradyn Filter

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) designs, manufactures and markets the puraDYN's Oil
Filtration System.


QA3 FINANCIAL: FNIC's Bid to Dismiss Lawsuit Partially Granted
--------------------------------------------------------------
Senior District Judge Warren K. Urbom granted, in part, the
defendants' motion to dismiss a four-count amended complaint
styled as QA3 FINANCIAL CORP., QA3 FINANCIAL, LLC, QUANTUM
INSURANCE DESIGN, LLC, and QA3, LLC, Plaintiffs, v. FINANCIAL
NETWORK INVESTMENT CORPORATION, CETERA FINANCIAL GROUP, and
MULTI-FINANCIAL SECURITIES CORPORATION, Defendants, Case No.
8:12CV5 (D. Neb.)  A copy of the District Court's March 19, 2013
Memorandum and Order is available at http://is.gd/qYi9Ljfrom
Leagle.com.

In 2010, QA3 and Financial Network Investment Corporation
discussed a possible business relationship where FNIC would
provide necessary capital to QA3 while QA3 would work with its
investment representatives and advisors on transferring its client
base and association to FNIC.  The parties envisioned that QA3
would continue as a broker-dealer due to the ongoing securities
arbitrations, but it would wind down operations as expeditiously
as possible.

QA3 alleged that FNIC failed to pay upfront money to alleviate its
net capital problems and thus, it filed for bankruptcy protection.

QA3's complaint against FNIC, et al., includes four counts --
Count I Fraudulent Misrepresentation; Count II Fraudulent
Concealment; Count III Negligent Misrepresentation; and Count IV
Breach of Contract and Unlawful Enrichment.

The defendants argue that Counts I, II, and III must be dismissed
in their entirety for three reasons: (a) the plaintiffs have
failed to allege facts establishing the elements of promissory
fraud; (b) the parties' negotiations failed to yield a final
contract, and there was no "pre-contractual obligation to
negotiate in good faith"; and (c) the plaintiffs failed to plead
"reasonable reliance."  The defendants also argued that Count IV
must be dismissed insofar as it "blur[s] the distinction" between
unjust enrichment and the claims stated in Counts I-III.

On review, the U.S. District Court for the District of Nebraska
said it is not persuaded that 'Counts I-III can only be actionable
as promissory fraud,' and therefore it will not dismiss Counts
I-III for the reason that the plaintiffs 'cannot plead the promise
or intent elements' of promissory fraud.  The District Court added
that the defendants also have not shown that Counts I-III must be
dismissed due to the absence of a contract, a promise, or an
agreement to negotiate in good faith.  Furthermore, the District
Court disagreed with the defendants' argument that a prior ruling
establishes that the plaintiff cannot show reliable reliance.

Accordingly, Judge Ubrom ruled, "To the extent that Count IV
alleges an unjust enrichment claim based on the theory that the
plaintiffs were damaged by their decision not to pursue
negotiations with other broker dealers, Count IV is dismissed for
failure to state a claim upon which relief may be granted.  In all
other respects, the defendants' motion to dismiss is denied."

                         About QA3 Financial

QA3 Financial Corp. in Omaha, Nebraska, is a broker/dealer of
securities.  It had registered representatives in various parts of
the country who sold securities, including private placement
securities.  Some of the products that were sold have been alleged
to be Ponzi schemes and the entities in which the purchasers
obtained a financial interest have gone out of business or filed
bankruptcy.

QA3 Financial filed a voluntary Chapter 11 petition (Bankr. D.
Neb. Case No. 11-80297) on Feb. 11, 2011.  Robert V. Ginn, Esq.,
at Husch Blackwell Sanders, serves as bankruptcy counsel.  In its
petition, the Debtor estimated $1 million to $10 million in assets
and debts.  An official committee of unsecured creditors has been
appointed in the case and is represented by Brian J. Koenig, Esq.
and Donald L. Swanson, Esq. of Koley Jessen P.C., L.L.O.


QUANTUM FUEL: Incurs $30.9 Million Net Loss in 2012
---------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., filed with the
U.S. Securities and Exchange Commission its annual report on Form
10-K disclosing a net loss attributable to stockholders of $30.91
million on $22.71 million of total revenue for the year ended
Dec. 31, 2012, as compared with a net loss attributable to common
stockholders of $38.49 million on $24.30 million of total revenue
for the eight months ended Dec. 31, 2011.  The Company incurred a
net loss attributable to stockholders of $11.03 million on $19.60
million of total revenue for the year ended April 30, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $61.26
million in total assets, $47.03 million in total liabilities and a
$14.22 million in total stockholders' equity.

Haskell & White LLP, in Irvine, 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 does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.

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

                         http://is.gd/V9BUiH

                          About Quantum Fuel

Lake Forest, Calif.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.


RANCHO CALIFORNIA: Court Okays Hiring of Thomas Gorrill as Counsel
------------------------------------------------------------------
Rancho California Center LP sought and obtained court permission
to employ Thomas Gorrill as its bankruptcy counsel.

As counsel, Thomas B. Gorrill, Esq., is expected:

   a. To advise the Debtor regarding matters of bankruptcy law;

   b. To represent Debtor in proceedings or hearings in the
      bankruptcy court;

   c. To prepare and assist Debtor in the preparation of reports,
      accounts, motions, applications and orders;

   d. To advise Debtor concerning the requirements of the
      bankruptcy code and the rules relating to the administration
      of the case and the Debtor's duties as a debtor-in-
      possession in a Chapter 11 case; and

   e. To assist Debtor in the negotiation, formulation,
      confirmation, and implementation of the disclosure statement
      and plan of reorganization.

On December 6, 2012, the Debtor retained Mr. Gorrill as its
counsel and paid him an initial retainer of $30,000. The retainer
is for both pre- and post-petition services, with any amount
remaining at the time of the petition to be credited toward to
payment of fees and costs in the Chapter 11 case.

To the best of the Debtor's knowledge, Thomas B. Gorrill, Esq., is
a "disinterested person" as defined by Section 101(14) of the
Bankruptcy Code.

                     About Rancho California

Rancho California Center, doing business as North View Business
Center, filed a bare-bones Chapter 11 petition (Bankr. S.D. Cal.
Case No. 12-16157) on Dec. 10, 2012.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), filed schedules disclosing $11.3 million in assets
and $3.13 million in liabilities.  The Debtor owns a 92,000-square
feet industrial building at 4665 North Avenue, in Oceanside,
California.  The property is valued at $11 million and secures a
$3.05 million debt to Nationwide Life Insurance Co.

A plan of reorganization was filed on March 12, 2013.


READER'S DIGEST: Committee Wants to Hire Alvarez as Fin'l Advisor
-----------------------------------------------------------------
The Committee of Unsecured Creditors asks the Bankruptcy Court for
authority to employ Alvarez & Marsal North America, LLC, as
financial advisors to the Committee, effective as of February 28,
2013.

A&M will provide consulting and advisory services to the Committee
and its legal advisors as A&M and the Committee deem appropriate
and feasible in order to advise the Committee in the course of
these chapter 11 cases.  The professional services that A&M will
render to the Committee include the following:

     a) reviewing the Debtors' short term liquidity forecasts;

     b) preparing analyses required to assess the proposed DIP
        financing;

     c) reviewing the Debtors' business plan including assessing
        the feasibility of the Debtors;

     d) assisting in the evaluation of the potential sale of the
        business and review of capital structure alternatives;

     e) attending meetings with the Debtors, the Committee, the
        U.S. Trustee, other parties in interest and professionals
        hired by the same, as requested;

     f) assisting with the assessment of any potential avoidance
        actions that could result in unencumbered sources of
        recovery to the Committee;

     g) reviewing information regarding the Debtors' assets and
        liabilities including their investments in non-debtors,
        intercompany balances, third party claims, pension plans,
        and tax position;

     h) assisting in the review and/or preparation of information
        and analysis necessary for the confirmation of a plan in
        these chapter 11 cases, including an assessment of the
        Debtors' liquidation analyses and valuation analysis, and
        perform an independent valuation analysis if necessary;

     i) rendering such other general business consulting or such
        other assistance as the Committee or its counsel may deem
        necessary, consistent with the role of a financial advisor
        and not duplicative of services provided by other
        professionals in these chapter 11 cases.

A&M is not owed any amounts with respect to prepetition fees and
expenses.  A&M will seek compensation on a fixed monthly basis of
$150,000 per month for the pendency of these proceedings and a
completion fee of $750,000.  Beginning in month seven of A&M's
engagement (September 20l3), a credit of$50,000 per month shall be
applied against the Completion Fee, provided, however, that  the
monthly crediting shall not result in the Completion Fee being
less than $350,000.  The Completion Fee shall be earned and
payable upon the effective date of a Plan of Reorganization.

In addition, A&M will be reimbursed for the reasonable and actual
out-of-pocket expenses of A&M and the A&M professionals incurred
in connection with this assignment.

To the best of the Committee's knowledge, Alvarez & Marsal is a
"disinterested person," as that phrase is defined in Bankruptcy
Code Sec. 101(14), as modified by Bankruptcy Code Sec. 1107(b),
and does not hold or represent an interest adverse to the
estates.

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an
agreement with major stakeholders for a pre-negotiated chapter 11
restructuring. Under the plan, the Debtor will issue the new stock
to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


READER'S DIGEST: Committee Seeks Ruling on Confidential Info
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of RDA Holding Co. and its affiliates requests a
Court order, effective as of Feb. 28, 2013, determining that the
Committee are not authorized or required to provide access to
Confidential Information.

The Committee also requests authority to establish and maintain,
in its reasonable discretion, an Internet-accessed website or an
electronic mail address, for creditors to submit questions and
comments to the Committee.  The Committee also seeks approval of
designated procedures for general unsecured creditors to make
information requests directly from the Committee

The Debtors are in a competitive industry.  The dissemination of
Confidential Information or Committee Confidential Information to
parties who are not bound by any confidentiality agreement
directly with the Debtors could have serious negative consequences
for the Debtors.  If the Debtors' general creditors could require
the Committee to give them access to Confidential Information or
Committee Confidential Information in the possession of the
Committee, such information easily could become public immediately
thereafter.

The public dissemination of Confidential Information or Committee
Confidential Information would likely cause serious harm to the
Debtors' estates.  Among other things, the Debtors' business
strategies and intended initiatives would become known to the
Debtors' competitors, thereby allowing such competitors to adjust
to the Debtors' strategies and reduce or eliminate the value of
such initiatives to the estates.

If there is a risk that Confidential Information given by the
Debtors to the Committee could have to be turned over to any
creditor or claimholder, the Debtors would be highly discouraged
from giving Confidential Information to the Committee in the first
place.  In fact, the Debtors might conclude that they will not
give such information to the Committee at all.  The inability of
the Committee to gain access to Confidential Information, in tum,
could limit its ability to fulfill its statutory obligations under
the Bankruptcy Code.  As such, the relief sought by this Motion is
beneficial to both the Debtors and the Committee alike.

The risk that the Committee might provide, or be forced to
provide, access to Privileged Information to creditors and other
claimholders creates obvious and serious problems.  If the Debtors
and the Committee believe there could be a risk that Privileged
Information will need to be turned over to such creditors and
claimholders, with the possible loss of the relevant privilege at
that time, the entire purpose of such privilege will be
eviscerated, and both the Debtors and the Committee likely will be
unable to obtain the independent and unfettered advice and
consultation that such privileges are designed to foster.  Unless
it is made clear that the risk of dissemination of Privileged
Information does not exist, the estate representation structure
envisioned by the Bankruptcy Code will be greatly prejudiced.

The Committee said its request does not mean that the Committee
will not be providing information to its constituents.  The
Committee believes that creditors and other claimholders will,
through various means, have access to a variety of public
information concerning the Debtors, including pleadings filed with
this Court, the Debtors' schedules and statements of financial
affairs, and the Debtors' monthly operating reports.  Further, the
Debtors' noticing and claims agent has established a website that
provides access to data with respect to these cases, including the
pleadings filed with the Court.  In addition, the Debtors have
provided creditors and other claimholders with additional material
information in their filed disclosure statement.

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an
agreement with major stakeholders for a pre-negotiated chapter 11
restructuring. Under the plan, the Debtor will issue the new stock
to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


READER'S DIGEST: Committee Wants 35% of Sale Proceeds in Escrow
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of RDA Holding Co. and its affiliates has filed a
limited objection to the proposed sale of the interest in the
Debtors' affiliates in France, Sweden and Finland.

The Committee does not object to the sale of the Debtors' direct
and indirect equity interests in RDA France, RDA Sweden, and RDA
Finland.  The Committee believes the proposed purchase price is
fair and reasonable and the Sale represents a sound exercise of
the Debtors' business judgment.  The Committee submits, however,
that certain proceeds of the Sale should be segregated into an
escrow or restricted account until a proper determination has been
made with respect to the value of certain unencumbered property
that is being sold.  The SAPE Purchase Agreement provides for the
sale of the Debtors' direct equity interests in RDA Finland and
RDA Sweden.  Thirty-five (35%) percent of the direct equity
interests in RDA Finland and RDA Sweden are unencumbered and may
represent a significant portion of the ultimate recovery for
general unsecured creditors.  While the parties may dispute the
appropriate value from the Sale of the Unencumbered Shares that
should inure to the benefit of general unsecured creditors, there
can be no dispute that the proposed Sale involves an exchange of
unencumbered property for cash proceeds.

The Committee previously negotiated and achieved a resolution with
the DIP Lenders to ensure that the DIP Lenders' collateral package
was not expanded to include the unencumbered foreign equity
securities owned by the Debtors.  Currently, the Committee is
engaged in negotiations with the Debtors and the Senior Secured
Noteholders regarding a consensual plan of reorganization and one
of the primary disputes among the parties is the appropriate value
of unencumbered property, including the Unencumbered Shares and
the Debtors' interest in other foreign subsidiaries.  Until this
significant issue is resolved, whether by settlement or judicial
determination, the Committee requests that 35% of the Purchase
Price be placed into an escrow or restricted cash account to
protect the interests of general unsecured creditors.

As reported in the Troubled Company Reporter on April 5, 2013,
the Debtors want to sell Reader's Digest's indirect interest in
the equity securities of Selection du Reader's Digest S.A. (RDA
France) pursuant to a Purchase and Sale Agreement dated as of
March 29, 2013, to Cil Inversiones, S.L., and Sociedad
Anonima de Promocion y Ediciones (SAPE) as purchaser and
Uitgeversmaatschappij The Reader's Digest B.V., as licensor.

In addition, the Debors seek approval of a private sale of
Reader's Digest's direct interest in (i) the equity securities of
Oy Valitut Palat -- Reader's Digest ab (RDA Finland) and Reader's
Digest AB (Aktiebolag) pursuant to the terms in the SAPE Purchase
Agreement.

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands. For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an
agreement with major stakeholders for a pre-negotiated chapter 11
restructuring. Under the plan, the Debtor will issue the new stock
to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.


REDBIRD PROPERTIES: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Redbird Properties, LLC
        c/o David Gelbard
        5 Carol Lane
        Upper Brookville, NY 11545
        Tel: (516) 358-0506

Bankruptcy Case No.: 13-71793

Chapter 11 Petition Date: April 8, 2013

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

Judge: Dorothy Eisenberg

Debtor's Counsel: Gary C. Fischoff, Esq.
                  BERGER, FISCHOFF & SHUMER, LLP
                  40 Crossways Park Drive
                  Woodbury, NY 11797
                  Tel: (516) 747-1136
                  E-mail: gfischoff@sfbblaw.com

Scheduled Assets: $0

Scheduled Liabilities: $2,101,500

The petition was signed by David Gelbard, managing member.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Hirschfeld & Cantor, LLP           --                      $12,000
534 Broadhollow Road
Melville, NY 11747


REFLECT SCIENTIFIC: Reports $201,000 Net Income in 2012
-------------------------------------------------------
Reflect Scientific, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
net income of $200,917 on $1.32 million of revenue for the year
ended Dec. 31, 2012, as compared with a net loss of $1.18 million
on $1.98 million of revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.32 million
in total assets, $1.28 million in total liabilities and $36,131 in
total shareholders' equity.

Mantyla McReynolds, 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 experienced recurring losses from operations
and negative working capital.  The Company is in default on its
debentures.  These factors 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/1f4C2B

                     About Reflect Scientific

Orem, Utah-based Reflect Scientific, Inc., is engaged in the
manufacture and distribution of innovative products targeted at
the life science market.  Customers include hospitals and
diagnostic laboratories, pharmaceutical and biotech companies,
universities, government and private sector research facilities,
and chemical and industrial companies.


RESIDENTIAL CAPITAL: Parties Squabble More on Consent Decree
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, says
that Residential Capital LLC, non-bankrupt parent Ally Financial
Inc., and the Federal Reserve Board filed another set of papers of
April 5 pointing their fingers at one another on the question of
who, if anyone, is ultimately liable to carry out an April 2011
consent decree with the Fed and the Federal Deposit Insurance
Corp. requiring an extensive review of past foreclosures.

The report relates that in the latest set of papers, ResCap points
the finger at Ally and says the parent is liable to pay if
homeowners aren't eventually paid in full through bankruptcy.
Ally and the Fed explained why they believe ResCap's Chapter 11
bankruptcy doesn't absolve ResCap of duty to carry out the consent
decree.

The report recounts that at the first hearing on March 21, the
bankruptcy judge said he wasn't then deciding whether, as ResCap
contends, the consent decree created a general unsecured claim in
bankruptcy that's paid off at cents on the dollar.  He told the
parties to discuss modifying the consent decree.  The judge asked
them to file additional papers that were submitted last week.
They deal with the question of whether restitution obligations
under the consent decree constitute general unsecured claims and
whether Ally is liable for any shortfall.

Ally, the report discloses, again argued that the bankruptcy court
has no power to modify a consent decree with the Fed nor can it
determine what constitutes compliance.  ResCap explained in its
papers why parent Ally is "secondarily liable" for "monetary
reimbursement or remediation" if there isn't compliance with the
consent decree.  The Fed concurs that Ally is liable secondarily.
Ally countered by arguing that ResCap can't escape its
liabilities.  And if ResCap were to breach the consent decree, the
action would default financing for the Chapter 11 case and breach
mortgage servicing agreements.

Mr. Rochelle notes that ResCap started the controversy in
bankruptcy court by citing an agreement that 10 other lenders made
in January to pay billions of dollars to end the review process.
Consequently, ResCap says the consent order is nothing more than
an unsecured, pre-bankruptcy claim because the liability can be
quantified in dollars.  Two buyers purchased most of ResCap's
business for a combined $4.5 billion.  The remaining assets are
worth $1 billion, the company said in a court filing.  Facing
creditor criticism, ResCap terminated a pre-bankruptcy agreement
with Ally intended as the foundation for a Chapter 11 plan.
ResCap is also giving creditors the right to sue Ally if there
isn't agreement on a consensual plan by May, when an examiner will
be issuing a report.

                    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.

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: Committee Against Alter Ego Claims vs. AFI
---------------------------------------------------------------
The Official Committee of Unsecured Creditors says it agrees with
Ally Financial Inc., Ally Bank, and the Debtors that the alter ego
and veil-piercing claims alleged by the plaintiffs in the class
action entitled Landon Rothstein, et al. v. GMAC Mortgage, LLC, et
al., should be enjoined.  The Committee, however, believes that
this result can be reached without the necessity to decide all of
the issues AFI presents in its motion.

Counsel for the Committee, Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, points out that the
Plaintiffs in the Rothstein action seek to pursue veil-piercing
and alter ego claims and causes of action against AFI and its
affiliates outside of the bankruptcy court, prior to the
resolution of the current negotiations, and without the benefit of
the discovery and substantial record that has been developed in
the Chapter 11 cases.  AFI and the Debtors seek to enjoin this
litigation on the principal ground that the veil-piercing claims
are exclusively property of the estates.  Mr. Eckstein asserts
that without reaching that question and even without reaching the
question of the scope of the automatic stay, the Bankruptcy Court
can and should extend the stay and temporarily enjoin the
Rothstein claims under Section 105 of the Bankruptcy Code for two
related reasons:

   (1) Permitting the Rothstein claims to proceed may have
       significant and potentially negative effect on claims that
       indisputably are property of the estate as the claims
       overlap in certain important respects with the estates'
       claims against AFI -- since they are based on domination,
       control, and a disregard of corporate separateness -- and
       thus proceedings with respect to the Rothstein claims
       could have a disruptive or preclusive effect on
       prosecution of the potentially valuable estate claims; and

   (2) Permitting the Rothstein claims to proceed would threaten
       to disrupt the current multilateral plan negotiations.

In the event the parties cannot reach a global resolution of the
bankruptcy cases through a consensual Chapter 11 plan and the
Committee files a complaint against AFI and its affiliates
asserting claims based on alter ego and veil-piercing liability on
behalf of the estate, the Court could then reach the issue of
whether any other party will be permitted to pursue individual
veil-piercing or alter ego claims, Mr. Eckstein further asserts.
But this issue can and should be placed on hold until such time,
he adds.

                           *     *     *

The Court will convene a hearing on AFI's request and the
Committee's objection on April 30, 2013, at 10:00 a.m. (Prevailing
Eastern Time).

                    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.

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: Wants Removal Period Extended to July 8
------------------------------------------------------------
Residential Capital LLC and its affiliates ask the Court to
further extend the time within which they are permitted to file
notices of removal of civil actions to the later of (a) July 8,
2013, or (b) should the Court enter an order terminating the
automatic stay as to a particular Civil Action, for that Civil
Action, 30 days after the entry of the order terminating the
automatic stay.

The Debtors' time to file notices to remove any Civil Actions, and
thereby remove those Civil Actions to the appropriate district
court or bankruptcy court, expires on April 9, 2013.  The Debtors
state that they need more time to analyze the merits of civil
actions pending against them because they have spent significant
time focusing on activities more critical for their successful
reorganization.

The motion will be presented in Court on April 12, 2013, at 12:00
p.m. (ET).  Objections are due April 11.

                    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.

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: FTI Rollover Period Extended to Dec. 31
------------------------------------------------------------
Judge Martin Glenn approved the third addendum to the engagement
letter between Residential Capital LLC and FTI Consulting, Inc.,
under which the rollover period will be extended from March 31,
2013, through and including December 31, 2013.

Residential Capital previously obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
FTI Consulting Inc. as its financial adviser.

The Rollover Provision refers to fees FTI is entitled to that are
in excess of the previous monthly caps.  The period during which
the Rollover Provision is applicable is currently scheduled to
expire on March 31, 2013.

The Debtors believe that extension of the expiry date of the
Rollover Provision is appropriate because, due to a change in
circumstances, FTI has been required to expend time greater than
was anticipated over periods different than projected at the
outset of the Debtors' Chapter 11 cases.

                    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.

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).


REVEL AC: Court OKs $250 Million DIP Agreement with JPMorgan
------------------------------------------------------------
Revel AC Inc. and its affiliates received approval from the
Bankruptcy Court for a $250 million senior secured superpriority
debtor in possession credit agreement with JPMorgan Chase Bank,
N.A., in its capacities as administrative agent, collateral agent
and issuing bank.  The DIP Credit Agreement provides for (i) a
$125 million revolving loan and (ii) and a $125 million term loan.
On March 27, 2013, the Debtors entered into the DIP Credit
Agreement.

The proceeds of the DIP Credit Agreement will be used by Revel AC
to, among other things, repay outstanding indebtedness under the
credit agreement, dated as of May 3, 2012, by and among Revel AC,
as borrower, the guarantors party thereto, the lenders party
thereto, JPMorgan Chase Bank, N.A., in its capacities as
administrative agent, collateral agent and issuing bank, and J.P.
Morgan Securities LLC, as sole lead arranger and sole bookrunner,
over time.

Borrowings under the Revolving Facility will bear interest, at
Revel AC's option, (i) at the Base Rate plus a margin of 6.50% per
annum or (ii) at the Adjusted LIBOR Rate plus a margin of 7.50%
per annum. Borrowings under the Term Loan will bear interest, at
Revel AC's option, (i) at the Base Rate plus a margin of 8.00% per
annum or (ii) at the Adjusted LIBOR Rate plus a margin of 9.00%
per annum.  In addition, Revel AC will pay a commitment fee of
4.00% per annum on the average daily unused amount of the
Revolving Facility and a letter of credit fee of 7.50% per annum
and a letter of credit fronting fee of 0.25% per annum, each
calculated on the average daily amount of outstanding letters of
credit.

The Debtors' obligations under the DIP Credit Agreement are
secured by (i) a first priority lien on all of the assets of the
Debtors, including a pledge of all of the equity interests of each
of its domestic subsidiaries, and (ii) a superpriority
administrative claim in each of the Cases, in each case subject to
certain agreed upon exceptions.

The loans under the DIP Credit Agreement will mature on the
earlier of (a) May 30, 2013, subject to extension to allow for the
receipt of any Gaming Approvals to become effective, but in no
event later than June 15, 2013, (b) April 24, 2013, if the
Bankruptcy Court has not entered a final order in form and
substance reasonably satisfactory to the lenders by the end of
such date, (c) the effective date of the Acceptable Reorganization
Plan that is confirmed by the Bankruptcy Court and (d) the
acceleration of any loans and the termination of the revolving
commitments in accordance with the terms of the DIP Credit
Agreement.

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

                       http://is.gd/awPsr4

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

Already accepted by creditors, Revel's reorganization plan is
designed to reduce debt for borrowed money by 82 percent, from
$1.52 billion to $272 million. For a projected 19 percent
recovery, holders of an $896 million secured term loan are to
receive all the new equity. General unsecured creditors are to
be paid in full.


RG STEEL: Renco Chairman, et al., Oppose Committee's Bid to Sue
---------------------------------------------------------------
The chairman of Renco Group Inc. is blocking efforts by the
unsecured creditors' committee to get court approval to sue him
and RG Steel LLC's CEO for allegedly breaching their fiduciary
duties.

Ira Rennert, chairman and owner of Renco, said a lawsuit is
hopeless since Delaware law prohibits creditors from pursuing
claims in place of the company.  He said the committee is also
asserting a claim for "deepening insolvency," which is not
recognized by Delaware law.

Success in the lawsuit won't benefit unsecured creditors contrary
to what the committee said since any amount recovered will go to
the second lien lenders and to Renco which are owed about $349
million, according to the CEO.

In a motion filed in February, the committee claimed the suit
could recoup more than $238 million for beleaguered creditors.

The motion also drew opposition from RG Steel CEO Vincent Goodwin
and Cerberus Business Finance LLC, a second lien lender.
Meanwhile, a lawyer for RG Steel expressed concern the lawsuit
could result in significant costs.

"Any order granting the motion should require that any fees and
expenses incurred to prosecute the claims should be borne
exclusively by the committee," Erin Fay of Wilmington-based Morris
Nichols Arsht & Tunnell LLP, said.

The lawyer also proposed that the bankruptcy court retain its
authority to withdraw any standing granted to the committee should
it later determine that litigating those claims would harm the
estates.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RHYTHM AND HUES: Closes Asset Sale with Prana Studio Affiliate
--------------------------------------------------------------
Greenberg Glusker Fields Claman & Machtinger LLP on April 8
disclosed that after its recent financial woes and bankruptcy
filing, Rhythm and Hues, the fabled animation/VFX studio, multiple
Oscar winner and visual effects provider for Life of Pi, on
April 8 closed a transaction with an affiliate of Prana Studios
that will revive the troubled studio.  The acquisition of R&H'S
assets by Prana affiliate 34x118 HOLDINGS, LLC, will enable R&H to
preserve jobs in the US and Asia, and will ensure the continuity
of an iconic industry player.

The sale comes just seven weeks after the company's bankruptcy
filing and a sale process that stretched from New York to LA and
across the Pacific to interested bidders in China, Taiwan, Korea
and India.  While sales of distressed companies in bankruptcy
generally happen quickly, R&H's will go down as one of the fastest
-- 49 days from start to finish.

Peter S. Fishman, Director at investment bank Houlihan Lokey, who
led the firm's team from Houlihan's Distressed M&A and
Communications & Entertainment groups in pursuing and consummating
the transaction, commented, "It has been a privilege to be part of
an effort that has ensured the continuity of an industry icon and
a unique artistic resource in the entertainment business.  We are
very happy that jobs in the U.S., and indeed around the globe,
will be preserved.  We look forward with pride to R&H's future
achievements under the stewardship of its new owner, which is
committed to maintaining the standards and quality of work that
has made the company so successful."

"This was a sophisticated and complex Chapter 11 handled in a much
accelerated time frame," said Brian L. Davidoff, head of the
Bankruptcy Group of Greenberg Glusker Fields Claman & Machtinger
LLP.  Along with Greenberg Glusker partner Bob Baradaran, Davidoff
served as R&H's counsel and led the firm's team of bankruptcy,
corporate and real estate lawyers.  Mr. Baradaran commented, "As
long-term counsel to the studio, we understood their larger
business goals and were able to structure a solution that met the
needs of the studio and its creditors, and will establish its
sound path for the future."

Also making major contributions to the successful effort were
R&H's Chief Restructuring Officer, John Hedge, from Scouler and
Company, a financial restructuring, turnaround and crisis
management firm, and Gary Klausner, of bankruptcy boutique
Stutman, Treister & Glatt, representing the Official Committee of
Unsecured Creditors appointed in R&H's bankruptcy case.

Universal and Fox studios provided financing to R&H during its
bankruptcy case and, in an unusual move, made that financing
assumable by a potential buyer in order to assist the efforts of
the company to find an acquirer that would assure R&H's continued
operation.  As part of the sale transaction, Fox and Universal
also agreed to release their liens on an anticipated $5m, or more,
of proceeds from an upcoming real estate sale, and allow those
proceeds to be used to pay other creditors, the majority of whom
are past and present employees.  Universal and Fox were
represented in the R&H matter by Richard L. Wynne, Joshua M.
Mester and Lori Sinanyan, all with Jones Day's LA office.

Consideration in the transaction totaled close to $30m, comprised
of cash and proceeds from the upcoming real estate sale, plus the
buyer's assumption of both pre and post bankruptcy debt to the
studios, as well as the assumption of other designated claims of
various creditors, including those of current and past employees.
The transaction was the principal objective of R&H's bankruptcy
case, and its completion will facilitate the company's ultimate
exit from bankruptcy.

                       About Rhythm and Hues

Rhythm and Hues, Inc., aka Rhythm and Hues Studios Inc., filed its
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-13775) in Los
Angeles on Feb. 13, 2013, estimating assets ranging from $10
million to $50 million and liabilities ranging from $50 million to
$100 million.  Judge Neil W. Bason oversees the case.  Brian L.
Davidoff, Esq., C. John M Melissinos, Esq., and Claire E. Shin,
Esq., at Greenberg Glusker, serve as the Debtor's counsel.
Houlihan Lokey Capital Inc., serves as investment banker.

The petition was signed by John Patrick Hughes, president and CFO.

R&H provided visual effects and animation for more than 150
feature films and has received Academy Awards for Babe and the
Golden Compass, an Academy Award nomination for The Chronicles of
Narnia and Life of Pi.  R&H owned a 135,000 square-foot facility
in El Segundo, California, and had more than 460 employees.

Key clients Universal City Studios LLC and Twentieth Century Fox,
a division of Twentieth Century Fox Film Corporation, provided DIP
financing.  They are represented by Jones Day's Richard L. Wynne,
Esq., and Lori Sinanyan, Esq.


RIVIERA HOLDINGS: Incurs $29.6 Million Net Loss in 2012
-------------------------------------------------------
Riviera Holdings Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $29.62 million on $86.27 million of total revenues for
the period from Jan. 1, 2012, through Dec. 31, 2012.  The Company
incurred a net loss of $14.07 million on $70.38 million of total
revenues for the period from April 1, 2011, through Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $226.28
million in total assets, $113.99 million in total liabilities and
$112.28 million in total stockholders' equity.

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

                        http://is.gd/PW7Yxv

                       About Riviera Holdings

Riviera Holdings Corporation, through its wholly owned subsidiary,
Riviera Operating Corporation, owns and operates the Riviera Hotel
& Casino located in Las Vegas, Nevada, which consists of a hotel
comprised of five towers with 2,075 guest rooms, including 177
suites, and which has traditional Las Vegas-style gaming,
entertainment and other amenities.

In addition, Riviera Holdings, through its wholly-owned
subsidiary, Riviera Black Hawk, Inc., owns and operates the
Riviera Black Hawk Casino, a casino in Black Hawk, Colorado and
has various non-gaming amenities, including parking, buffet-styled
restaurant, delicatessen, a casino bar and a ballroom.

Riviera Holdings together with the two affiliates filed for
Chapter 11 on July 12, 2010 in Las Vegas, Nevada (Bankr. D. Nev.
Case No. 10-22910).  Riviera Holdings estimated assets and debts
of $100 million to $500 million in its petition.  Thomas H. Fell,
Esq., at Gordon Silver, represents the Debtors in the Chapter 11
cases.  XRoads Solutions Group, LLC, is the financial and
restructuring advisor.  Garden City Group Inc. is the claims and
notice agent.

Riviera Holdings' Second Amended Joint Plan of Reorganization was
confirmed on Nov. 17, 2010.  Under the Plan, nearly $280 million
in debt will be replaced with a $50 million loan.  Creditors will
receive new stock relative to what they are owed, and holders of
current stock will receive nothing.  A total of $10 million in
working capital will come from the new owners, along with $20
million in loans to cover investments in the Las Vegas hotel.

The Plan of Reorganization became effective on Dec. 1, 2010, but
the Plan of Reorganization cannot be substantially consummated
until various regulatory and third party approvals are obtained.
The Substantial Consummation Date will be the 3rd business day
following the day the last approval is obtained.

                           *     *     *

In the July 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Riviera Holdings Corporation's Corporate Family and
Probability of Default ratings to Caa2 from Caa1.  The downgrade
of Riviera's Corporate Family Rating to Caa2 reflects heightened
concern on Moody's part regarding Rivera's ability to achieve
profitability over the next few years given that Riviera Las
Vegas, the company's only asset, generates negative EBITDA.

As reported by the TCR on July 5, 2011, Standard & Poor's Ratings
Services assigned its 'CCC+' corporate credit rating to Riviera
Holdings Corp.

"The 'CCC+' corporate credit rating reflects the company's high
debt leverage and vulnerable business position. Riviera operates
two properties (located in Blackhawk, Colo. and Las Vegas, Nev.)
with second-tier market positions in the highly competitive
markets," said Standard & Poor's credit analyst Michael Halchak.
"The rating also factors in the company's excess cash, which we
believe would support the company in the event of a moderate
decline in operating performance."


ROTECH HEALTHCARE: Files for Chapter 11 with Pre-Arranged Plan
--------------------------------------------------------------
Rotech Healthcare Inc. on April 8 filed voluntary petitions for
reorganization under Chapter 11 of the U.S Bankruptcy Code as well
as its plan of reorganization as the next step towards completing
its debt reduction and restructuring announced on March 15, 2013.
Once the plan, which is supported by Consenting Holders with a
majority in outstanding principle amount of both Rotech's 10.75%
First Lien Secured Notes and 10.5% Senior Second Lien Secured
Notes, is confirmed, Rotech expects it will have eliminated
approximately half of its secured debt.

"[Mon]day's actions will enable us to create a capital structure
that will provide a foundation for sustained profitability and
future growth," said Steven P. Alsene, President and Chief
Executive Officer.  "This effort is being undertaken to fix our
balance sheet and will not affect our operations. Given the
support of our secured stakeholders, we expect the reorganization
process to conclude quickly."

All of Rotech's debt was placed on the Company when it was spun
off from its former parent company in 2002.  As previously
announced, the Consenting Holders support the debt reduction and
restructuring plan.  Certain of the Consenting Holders also
constitute a majority of the holders of Rotech's existing $23.5
million Term Loan.  With widespread consensus among its key
stakeholders, Rotech expects to receive plan confirmation and
successfully complete the reorganization within 90 to 150 days.

                       New Financing Secured

Demonstrating its support for the Company's future, the holder of
Rotech's existing $23.5 million Term Loan, Silver Point Finance
LLC, has agreed to provide debtor-in-possession (DIP) financing of
up to $30 million.  The DIP financing will be used for ordinary
working capital purposes and to ensure normal operations during
what is expected to be a brief Chapter 11 process.

                         Business as Usual

Mr. Alsene said that neither Rotech's employees nor its patients
will notice any difference in operations as a result of the
filing. "Our patients will continue to receive the highest levels
of patient care and service throughout this process," Mr. Alsene
said.

During the Chapter 11 process, employees will continue to be paid
as usual, subject to Bankruptcy Court approval.

The plan provides for full payment to trade creditors and vendors
on the effective date for any pre-petition obligations, subject to
Court approval and their entering into a Vendor Support Agreement
to maintain or reinstate payment terms comparable to those that
existed prior to the bankruptcy filing.  As an added layer of
protection, the Company has requested authority from the Court to
pay pre-petition obligations in the ordinary course of business as
those obligations come due for certain trade creditors and vendors
who enter into a Vendor Support Agreement.

Subject to the terms and conditions of the plan of reorganization:

-- The holders of Rotech's $23.5 million Term Loan and its $230
million of 10.75% First Lien Secured Notes will receive their pro
rata share of an amended and restated term loan;

-- The 10.5% Second Lien Secured Notes will be converted into 100%
of the common equity of the reorganized Company, thereby
eliminating in excess of $300 million of secured debt;

-- Trade creditors and vendors who agree to maintain or reinstate
payment terms that existed prior to the bankruptcy filing will be
paid in full; and

-- All of the Company's outstanding shares will receive a
distribution of 10 cents per share (provided that the total amount
paid on account of such interests does not exceed $2.62 million).

"This is excellent news for our patients, vendors and employees
because it paves the way to a promising future for Rotech,"
Mr. Alsene said.  "We are extremely grateful for the support of
our consenting lenders and noteholders and look forward to
completing our financial restructuring this summer."

Rotech has established a website at http://www.rotechsfuture.com
for interested parties to view information about the debt
reduction and restructuring.  Vendors should call the toll-free
Vendor Support Center at 877-456-1404 with questions.  All other
callers including patients, healthcare professionals, shareholders
and employees can call a toll-free Information line at 855-816-
5314.

The Company filed its voluntary petitions and plan of
reorganization in the U.S. Bankruptcy Court for the District of
Delaware in Wilmington.

Proskauer Rose, LLP serves as the Company's legal advisor,
Barclays as financial advisor and AlixPartners as restructuring
advisor.

Wachtell Lipton Rosen & Katz serves as legal advisor to each of
the Consenting Noteholders holding Second Lien Secured Notes.

                     About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $255.76
million in total assets, $601.98 million in total liabilities and
a $346.22 million total stockholders' deficiency.

                            *    *     *

In the March 20, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Orlando,
Fla.-based Rotech Healthcare Inc. to 'SD' from 'CCC-'.  The rating
action stems from the company's missed interest payment
on its second-lien notes and the stated intention to convert the
notes to equity.

As reported by the TCR on March 20, 2013, Moody's Investors
Service downgraded Rotech Healthcare, Inc.'s Corporate Family
Rating to Ca from Caa3 and Probability of Default Rating to Ca-PD
from Caa3-PD.  The rating action is prompted by the company's
recent announcement of a debt reduction and restructuring plan (8K
filed March 15, 2013) that provides for significant debt
elimination through a pre-arranged Chapter 11 bankruptcy filing.


ROTECH HEALTHCARE: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 petitions:

   Case No.  Entity
   --------  ------
   13-10741  Rotech Healthcare Inc.
                Rotech Healthcare Inc.
                2600 Technology Drive
                Orlando, FL 32804
   13-10742  A-1 Medical Equipment, Inc.
   13-10743  Abba Medical Equipment, Inc.
   13-10747  Acadia Home Care
   13-10748  Allied Medical Supply, Inc.
   13-10749  Always Medical Equipment, Inc.
   13-10750  Andy Boyd's InHome Medical, Inc., West
   13-10751  Andy Boyd's InHome Medical/InHome Medical Inc.
   13-10752  Anniston Health & Sickroom Supplies, Inc.
   13-10753  Berkeley Medical Equipment, Inc.
   13-10754  Best Care HHC Acquisition Company LLC
   13-10755  Beta Medical Equipment, Inc.
   13-10756  Cambria Medical Supply, Inc.
   13-10757  Camden Medical Supply, Inc.
   13-10758  Care Medical Supplies, Inc.
   13-10759  Centennial Medical Equipment, Inc.
   13-10760  Charlotte Medical Supply, Inc.
   13-10761  Collins Rentals, Inc.
   13-10762  Community Home Oxygen, Inc.
   13-10763  Contour Medical Supply, Inc.
   13-10764  Corley Home Health Care, Inc.
   13-10765  CPO 2, Inc.
   13-10766  Daniel Medical Systems, Inc.
   13-10767  Distinct Home Health Care, Inc.
   13-10768  Don Paul Respiratory Services, Inc.
   13-10769  DuMEd, Inc.
   13-10770  East Tennessee Infusion & Respiratory, Inc.
   13-10771  Ellis County Home Medical Equipment, LLC
   13-10772  Encore Home Health Care, Inc.
   13-10773  Excel Medical of Fort Dodge, Inc.
   13-10774  Excel Medical of Marshalltown, Inc.
   13-10775  First Community Care of Niagara, Inc.
   13-10776  Firstcare, Inc.
   13-10777  Fischer Medical Equipment, Inc.
   13-10778  Four Rivers Home Health Care, Inc.
   13-10779  G&G Medical, Inc.
   13-10780  Gate City Medical Equipment, Inc.
   13-10781  Georgia Medical Resources, Inc.
   13-10782  Gladwin Area Home Care, Inc.
   13-10783  Hamilton Medical Equipment Service, Inc.
   13-10784  Health Care Services of Mississippi, Incorporated
   13-10785  Holland Medical Services, Inc.
   13-10786  Home Care Oxygen Service, Inc.
   13-10788  Home Medical Systems, Inc.
   13-10789  IHS Acquisition XXVII, Inc.
   13-10787  Integrated Health Services at Jefferson Hospital
   13-10790  Intensive Home Care Services, Inc.
   13-10791  IOTA Medical Equipment, Inc.
   13-10792  Lambda Medical Equipment, Inc.
   13-10793  LAMS, Inc.
   13-10794  Lovejoy Medical, Inc.
   13-10796  Major Medical Supply, Inc.
   13-10797  Medco Professional Services, Corp.
   13-10798  MedCorp International, Inc.
   13-10799  Medic-Aire Medical Equipment, Inc.
   13-10800  Medical Electro-Therapeutics, Inc.
   13-10801  Medicare Rental Supply, Inc.
   13-10802  Michigan Medical Supply, Inc.
   13-10803  National Medical Equipment Centers, Inc.
   13-10806  NeighborCare Home Medical Equipment, LLC
   13-10805  NeighborCare Home Medical Equipment of Maryland, LLC
   13-10807  Neumann's Home Medical Equipment, Inc.
   13-10808  Nightingale Home Health Care, Inc.
   13-10809  North Central Washington Respiratory Care Services
   13-10810  Northeast Medical Equipment, Inc.
   13-10811  Northwest Home Medical, Inc.
   13-10812  OMICRON Medical Equipment, Inc.
   13-10813  Oxygen of Oklahoma, Inc.
   13-10814  Oxygen Plus Medical Equipment, Inc.
   13-10815  Oxygen Plus, Inc.
   13-10816  Oxygen Therapy Associates, Inc.
   13-10817  Peterson's Home Care, Inc.
   13-10818  PHI Medical Equipment, Inc.
   13-10819  Pioneer Medical Services, Inc.
   13-10820  Preferential Home Health Care, Inc.
   13-10821  Principal Medical Equipment, Inc.
   13-10822  Professional Breathing Associates, Inc.
   13-10823  Professional Respiratory Home Healthcare, Inc.
   13-10824  PSI Health Care, Inc.
   13-10825  Pulmo-Dose, Inc.
   13-10826  Qualicare Home Medical, Inc.
   13-10827  Quality Home Health Care, Inc.
   13-10828  R.C.P.S., Inc.
   13-10829  RCG Information Services Corporation
   13-10830  Regency Medical Equipment, Inc.
   13-10831  Resp-A-Care, Inc.
   13-10832  Respiracare Medical Equipment, Inc.
   13-10833  Respiratory Medical Equipment of Ga., Inc.
   13-10834  Respitech Home Health Care, Inc.
   13-10835  Responsive Home Health Care, Inc.
   13-10836  Rhema, Inc.
   13-10837  Ritt Medical Group, Inc.
   13-10838  RN Home Care Medical Equipment Company, Inc.
   13-10839  Roswell Home Medical, Inc.
   13-10840  Rotech Employee Benefits Corporation
   13-10841  Rotech Home Medical Care, Inc.
   13-10842  Rotech Oxygen and Medical Equipment, Inc.
   13-10843  Roth Medical, Inc.
   13-10845  Rothert's Hospital Equipment, Inc.
   13-10846  Sampson Convalescent Medical Supply, Inc.
   13-10847  Select Home Health Care, Inc.
   13-10848  Sigma Medical Equipment, Inc.
   13-10849  Southeastern Home Health, Inc.
   13-10850  Sun Medical Supply, Inc.
   13-10851  Sunshine Home Health Care, Inc.
   13-10852  The Kilroy Company
   13-10853  Theta Home Health Care, Inc.
   13-10854  Tupelo Home Health, Inc.
   13-10855  Valley Medical Equipment, Inc.
   13-10856  Value Care, Inc.
   13-10857  VitalCare Health Services, Inc.
   13-10858  VitalCare of Texas, Inc.
   13-10859  White's Medical Rentals, Inc.
   13-10860  Wichita Medical Care, Inc.
   13-10861  Zeta Home Health Care, Inc.

Chapter 11 Petition Date: April 8, 2013

Court: U.S. Bankruptcy Court
       District of Delaware

Judge: Hon. Peter J. Walsh

Debtors' Counsel:       Martin J. Bienenstock, Esq.
                        Geoffrey T. Raicht, Esq.
                        Vincent Indelicato, Esq.
                        Scott K. Rutsky, Esq.
                        PROSKAUER ROSE LLP
                        Eleven Times Square
                        New York, NY 10026
                        Tel: 212-969-3000

                             - and -

                        James L. Patton, Esq.
                        Robert S. Brady, Esq.
                        YOUNG, CONAWAY, STARGATT & TAYLOR
                        The Brandywine Bldg.
                        1000 West Street, 17th Floor
                        PO Box 391
                        Wilmington, DE 19899-0391
                        Tel: 302-571-6684

                             - and -

                        Joseph M. Barry, Esq.
                        YOUNG, CONAWAY, STARGATT & TAYLOR
                        1000 North King Street
                        Wilmington, DE 19801
                        Tel: 302-571-6600

Debtors' Healthcare
Regulatory Counsel:     FOLEY & LARDNER LLP

Debtors' Special
Health Care
Regulatory Counsel:     AKIN GUMP STRAUSS HAUER & FELD LLP

Debtors' Financial
Advisor:                BARCLAYS CAPITAL INC.

Debtors' Restructuring
Advisor:                ALIX PARTNERS, LLP

Debtors' Claims &
Noticing Agent:         EPIQ BANKRUPTCY SOLUTIONS LLC

Counsel to Holders of
Second Lien Notes
Capital Research and
Management Company,
Fidelity Investments,
Silver Point Capital,
and Venor Capital
Management LP:          Scott K. Charles, Esq.
                        Michael S. Benn, Esq.
                        Brian J. Bolin, Esq.
                        WACHTELL, LIPTON, ROSEN & KATZ
                        51 West 52nd Street
                        New York, NY 10019
                        Tel: 212-403-1000
                        E-mail: skcharles@wlrk.com
                                msbenn@wlrk.com
                                bbolin@wlrk.com

                             - and -

                        Mark D. Collins, Esq.
                        RICHARDS LAYTON & FINGER PA
                        One Rodney Square
                        920 North King Street
                        Wilmington, DE 19801
                        Telephone: (302) 651-7700
                        Facsimile: (302) 651-7701

Lead Debtor's
Estimated Assets: $100 million to $500 million

Lead Debtor's
Estimated Liabilities: $500 million to $1 billion

The petitions were signed by Steven P. Alsense, President & CEO.

List of Debtors' Unsecured Creditors Holding the 30 Largest
Unsecured Claims:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Resmed Corporation               Trade              $13,238,013
9001 Spectrum Center Blvd.
San Diego, CA 92123
Fax: 858-836-5511

Respironics Inc.                 Trade               $7,313,021
801 Presque Isle Drive
Pittsburgh, PA 15239
Fax: 724-387-5009

Invacare Corporation             Trade               $2,172,378
One Invacare Way
Elyria, OH 44035
Fax: 440-326-3520

Sunovion                         Trade               $1,102,248
Pharmaceuticals Inc
84 Waterford Drive
Marlborough, MA 01752
Fax: 508-787-4191

Allianceone                      Trade                 $639,257
411 Eagleview Blvd. Suite
Exton, PA 19341
Fax: 215-396-7255

McKesson Medical-                Trade                 $624,517
Surgical
8121 10th Ave
North Golden Valley,
MN 55427
Fax: 763-595-6878

Healthcare &                     Trade                 $592,611
Diagnostic Solutions
29922 County Road 49
P.O. Box 730
Loxley, AL 36551
Fax: 866-875-4437

United Parcel Service            Trade                 $475,749
12380 Morris Road
Alpharetta, GA 30005-4177
Fax: 559-651-7520

Attentus Medical Sales, Inc.     Trade                 $471,983
5750 Sam Houston Pkwy East
Suite 406
Houston, TX 77032-4012
Fax: 281-776-5199

Universal Checks and             Trade                 $449,364
Forms Inc.
744 N. Highland Ave.
Orlando, FL 32803
Fax: 407-425-3387

Fisher & Paykel                  Trade                 $427,204
Healthcare
15365 Barranca Parkway
Irvine, CA 92618
Fax: 949-453-4096

Healthcare Support               Trade                 $356,563
Staffing
2269 Lee Road
Winter Park, FL 32789
Fax: 407-478-5674

United Healthcare                Trade                 $336,044
Insurance Company
22561 Network Place
Chicago, IL 60673-1225
Fax: 813-854-3359

Sun Office Products              Trade                 $326,347
7347 S. Revere Parkway
Building B Suite 200
Centennial, CO 80112
Fax: 720-484-5557

Verizon                          Trade                 $292,702
500 Technology Drive, Ste 550
Weldon Springs, MO 63304
Fax: 703-351-3669

Salter Labs                      Trade                 $290,783
8399 Solutions Center
Chicago, IL 60677-8003
Fax: 661-854-3850

Worthington Cylinders Corp.      Trade                 $288,506
200 Old Wilson Bridge Road
Columbus, OH 43085
Fax: 614-840-4576

Pride Mobility                   Trade                 $254,394
182 Susquehanna Avenue
Exeter, PA 18643-2694
Fax: 570-655-4305

Essex Industries, Inc.           Trade                 $229,263

IND Consulting                   Trade                 $211,210

The Aftermarket Group            Trade                 $202,683

Invacare Supply Group            Trade                 $172,063

Emdeon Business Services         Trade                 $158,604

Pari Respiratory Equipment       Trade                 $147,560

Medline Industries Inc           Trade                 $128,613

Donlen Corporation               Trade                 $113,997

Medcyl Services, LTD.            Trade                 $113,623

National Biological Corp.        Trade                  $85,775

Chart Industries, Inc.           Trade                  $79,268

Airgas                           Trade                  $75,916



ROTECH HEALTHCARE: Moody's Cuts PDR to 'D-PD' After Ch. 11 Filing
-----------------------------------------------------------------
Moody's Investors Service downgraded Rotech Healthcare, Inc.'s
Probability of Default Rating to D-PD from Ca-PD. The downgrade
was prompted by the company's April 8, 2013 announcement that it
filed for Chapter 11 bankruptcy protection. Concurrently, Moody's
affirmed all existing ratings on the company. The outlook remains
negative.

The following rating was downgraded and will be subsequently
withdrawn:

  Probability of Default Rating was downgraded to D-PD from Ca-PD

The following ratings are affirmed and will be subsequently
withdrawn:

  Corporate Family Rating, rated Ca

  $230 million senior secured 1st lien notes due 2015, rated Caa1
  (LGD2, 19%)

  $290 million senior secured 2nd lien notes due 2018, rated C
  (LGD5, 73%)

  Speculative Grade Liquidity rating of SGL - 4

Ratings Rationale:

Moody's will subsequently withdraw all ratings due to its
bankruptcy filing.

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

Rotech Healthcare Inc., headquartered in Orlando, Florida, is one
of the largest providers of home medical equipment and related
products and services in the US, with a comprehensive offering of
respiratory therapy and durable home medical equipment and related
services. Rotech provides equipment and services in 49 states
through approximately 420 operating centers located primarily in
non-urban markets. For the twelve months ended September 30, 2012,
Rotech reported revenue of approximately $466 million.


ROTHSTEIN ROSENFELDT: TD Bank Reveals $52M In Secret Settlements
----------------------------------------------------------------
Carolina Bolado of BankruptcyLaw360 reported that TD Bank NA
revealed $52 million in confidential settlements with investors in
Scott Rothstein's Ponzi scheme over the bank's alleged role in the
$1.2 billion fraud, according to filings made Tuesday in the
Chapter 11 liquidation of Rothstein's firm.

The report related that Herbert Stettin, the Chapter 11 trustee
overseeing the liquidation of Rothstein Rosenfeldt Adler PA, filed
a notice detailing each of the bank's settlements made to
investors after U.S. Bankruptcy Judge Raymond Ray last month
requested the disclosure of any deals with creditors in the
Rothstein bankruptcy.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case filed a bankruptcy plan and disclosure statement on Aug. 17.
The plan was filed and signed by the Committee attorney, Michael
Goldberg of Akerman Senterfitt, and not by the court-appointed
trustee Herbert Stettin.  The plan calls for the creation of a
liquidating trust and four classes of claimants.  A date for
confirmation of the plan was left blank.


SCC KYLE: Files First Modification to Proposed Amended Plan
-----------------------------------------------------------
SCC Kyle Partners, Ltd., filed April 3, the following non-material
modification to its Proposed Amended Plan of Reorganization:

Sec. 4.1.3 Class III - Secured Claim of Lender. The secured claim
of the Lender group will be paid over 5 years from the Effective
Date from cash proceeds on hand at the time of confirmation and
ongoing sales of the remaining Property, with interest-only
payments to be made quarterly beginning on the 30th day after the
Effective Date at 4% per annum, or such other rate as is
determined by the Court not to exceed 8%.  Net proceeds from the
sale of portions of the Property, above a rolling reserve for one
year's interest, insurance, taxes and a contingency reserve will
be paid to the Lender at the closing of such sales.  All remaining
principal, interest and costs will be due and payable on the 15th
day of the 60th month from the Effective Date.  Lender will retain
its liens on the collateral currently pledged to Lender, though
Debtor shall be permitted to use the proceeds from sales tax
incentive payments to make the payments for priority tax claims
and unsecured creditors.  This Class is impaired.

Sec. 4.1.4 Class IV - General Unsecured Creditors.  Holders of
General Unsecured Claims will receive payment of their claims, in
full, in equal quarterly payments beginning 90 days from the
Effective Date and continuing each quarter for 16 quarters on the
same date of the month as the initial payment until paid;
provided, however, that the claim of Seton Hospital shall receive
payments totaling $250,000 during the 16 quarters, with the
balance payable after the Class III Allowed Claim is paid in full.
The source of the payments will be the revenue received from the
Incentive Agreements above amounts necessary for the Debtor's
business operations.  This Class is impaired.

According to the Debtor, the foregoing modifications are either
not ?material? requiring re-solicitation or, in the case of the
changes to section 4.1.4, have been agreed to by the affected
party.

According to the Amended Disclosure Statement for Debtor's Amended
Plan of Reorganization dated Jan. 21, 2013, all cash necessary for
the Reorganized Debtor to make payments pursuant to the Plan will
be obtained from the net proceeds of sales of the Remaining
Property, projected to be well in excess of the secured debt, and
receipts from the Incentive Agreements.

A full-text copy of the approved Disclosure Statement, dated
Feb. 21, 2013, is available for free at:

                http://bankrupt.com/misc/SCCds0121.pdf

                            About SCC Kyle

Austin, Tex.-based SCC Kyle Partners, Ltd., filed for Chapter 11
(Bankr. W.D. Tex. Case No. 12-11978) on Aug. 31, 2012.  Judge H.
Christopher Mott presides over the case.  Eric J. Taube, Esq., at
Hohmann, Taube & Summers, LLC, in Austin, Tex., represents the
Debtor as counsel.  In its petition, the Debtor disclosed assets
of between $10,000,000 and $50,000,000, and debts of $10,000,000
and $50,000,000.  The petition was signed by Scott A. Deskins,
president of SCC Kyle Partners, GP, LLC, general partner.


SEALY CORP: Supplement to 2012 Annual Report on Form 10-K
---------------------------------------------------------
Sealy Corporation has updated Part II, Item 8. Financial
Statements and Supplementary Data of the 2012 Form 10-K for an
additional footnote, in connection with the anticipated filing by
Tempur-Pedic International Inc. of a registration statement on
Form S-4 which may register debt securities of Tempur-Pedic with
certain guarantees of the Company's wholly-owned subsidiaries.
Tempur-Pedic completed its acquisition of the Company on March 18,
2013.

Upon filing the Registration Statement by Tempur-Pedic, the
Company will become subject to the requirements of Rule 3-10 of
Regulation S-X regarding financial statements of guarantors and
issuers of guaranteed securities registered or being registered.
Pursuant to Rule 3-10 of Regulation S-X, the financial statements
attached as Exhibit 99.1 to this Current Report on Form 8-K
include an additional footnote ("Note 29: Supplemental
Guarantor/Non-Guarantor Financial Information") with condensed
consolidating financial information for the subsidiary guarantors
of Tempur-Pedic.

No other items in the 2012 Form 10-K are being updated by this
filing.  Information in the 2012 Form 10-K is generally stated as
of Dec. 2, 2012, and this filing does not reflect any subsequent
information or events other than the additional footnote
disclosure.

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

Sealy Corporation incurred a net loss of $1.17 million for the 12
months ended Dec. 2, 2012, a net loss of $9.88 million for the 12
months ended Nov. 27, 2011, and a net loss of $13.73 million for
the 12 months ended Nov. 28, 2010.

The Company's balance sheet at Dec. 2, 2012, showed $1 billion in
total assets, $1.05 billion in total liabilities, $11.03 million
in redeemable noncontrolling interest, and a $57.52 million
stockholders' deficit.

                           *     *     *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SECURITY NATIONAL: BofA Slams 'Labyrinthine' Ch. 11 Plan
--------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that Bank of America NA
on Wednesday urged a Delaware bankruptcy judge to reject the
reorganization plan presented by real estate group Security
National Properties Funding III LLC and its affiliates, calling it
an unconformable collection of impermissible proposals designed to
strip lenders of their rights.

The report related that unhappy with SNPF's proposed treatment of
their $164.3 million debt, BofA and the other senior lenders have
already voted their secured claims against the reorganization, and
they contend the "labyrinthine," "byzantine" and "convoluted" plan
seeks to override their opposition.

                      About Security National

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011.  Judge Kevin Gross presides over the case.
Andrew R. Remming, Esq., and Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell, serve as the Debtors' counsel.  GCG Inc.
serves as the Debtors' claims and notice agent.  The Debtors'
scheduled assets total $24,758,433 while scheduled liabilities
total $354,657,501.

The U.S. Trustee for Region 3 was unable to form an official
committee of unsecured creditors.


SMART ONLINE: Incurs $4.4 Million Net Loss in 2012
--------------------------------------------------
Smart Online, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$4.39 million on $480,122 of total revenues for the year ended
Dec. 31, 2012, as compared with a net loss of $3.54 million on
$467,308 of total revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.25 million
in total assets, $28.41 million in total liabilities, and a
$27.16 million total stockholders' deficit.

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

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

                        http://is.gd/4xqeDD

                         About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS/PaaS model.  The Company
also provides Web site and mobile consulting services to not-for-
profit organizations and businesses.


SNOQUALMIE ENTERTAINMENT: Moody's Cuts Corp Family Rating to Caa1
-----------------------------------------------------------------
Moody's Investors Service downgraded Snoqualmie Entertainment
Authority's Corporate Family Rating and its senior bond ratings to
Caa1 from B3. Moody's also lowered the Probability of Default
Rating to B3-PD from B2-PD. The ratings outlook was changed to
negative from stable.

The downgrade and negative outlook reflect maturities becoming
near-term with the Authority's $130 million senior floating rate
notes due on February 1, 2014. In Moody's view, the Authority does
not have sufficient funds to pay the notes in full. Although
recent operating trends and current market data suggest that a
refinancing of maturities is a viable option, the ratings capture
the heightened level of risk as the maturity date approaches.

Ratings downgraded:

  Corporate Family Rating to Caa1 from B3

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

  $130 million floating rate senior notes due February 2014 to
Caa1
  (LGD4, 61%) from B3 (LGD4, 60%)

  $170 million 9.125% senior notes due February 2015 to Caa1
(LGD4,
  61%) from B3 (LGD4, 60%)

Ratings Rationale:

Snoqualmie's Caa1 CFR largely reflects heightened refinancing risk
and an associated weak liquidity profile as the floating rate
senior notes are due on February 1, 2014. The rating also captures
the company's small size and single asset profile (all of the
Authority's cash flow is derived from one casino facility).
Additionally, Snoqualmie's primary market remains intensely
competitive, and has historically exhibited earnings volatility
due to inclement weather. The ratings also considers other credit
risks that are common to Native American gaming issuers, including
uncertainty as to enforceability of lenders' claims in bankruptcy
or liquidation.

Positive rating consideration is given to Snoqualmie Casino's
favorable location, its competitive advantage as the newest casino
in the region, strong demographics in its primary Seattle market,
good operating performance in recent periods, and material
discretionary debt reduction in 2012. Credit metrics, including
leverage of 6.0 times (incorporating Moody's adjustments and
tribal distributions), are generally solid for the ratings
category.

The ratings could be downgraded as the maturity date of the
floating rate senior notes approaches. A distressed exchange or
payment default could also result in a ratings downgrade.

Moody's could change the outlook to stable or upgrade the ratings
if Snoqualmie timely refinances near-term debt maturities.

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

Snoqualmie is an unincorporated instrumentality of the Snoqualmie
Indian Tribe, formed in September 2006 to develop and operate all
gaming and related businesses of the Tribe, including Snoqualmie
Casino.  Snoqualmie Casino is located 26 miles east of downtown
Seattle, Washington.


SPANISH BROADCASTING: Incurs $11.2 Million Net Loss in 2012
-----------------------------------------------------------
Spanish Broadcasting System, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss available to common stockholders of $11.21 million on
$139.52 million of net revenue for the year ended Dec. 31, 2012,
as compared with net income available to common stockholders of
$13.77 million on $140.98 million of net revenue during the prior
year.

For the three months ended Dec. 31, 2012, the Company reported net
income of $2.62 million, as compared with net income of $6.15
million for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $467.41
million in total assets, $420.92 million in total liabilities,
$92.34 million in Cumulative exchangeable redeemable preferred
stock, and a $45.85 million total stockholders' deficit.

"During the past year we continued to focus on strengthening our
multi-media platform through prudent investments in our content,
sales force and digital distribution assets," commented Raul
Alarc¢n, Jr., Chairman and CEO.  "Building on the strength of our
brands among Spanish-speaking audiences in the nation's top
Hispanic markets, we made notable progress in expanding our
presence in the live entertainment, mobile and online arenas,
while maintaining strong audience shares across our radio
clusters.  We also continued to improve the performance of our TV
division, which posted positive operating cash flow once again in
the fourth quarter.  Looking ahead, we remain very positive
regarding the prospects of our business given the growth of the
Hispanic population and the increasing need for advertisers to
connect with our audience."

                        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."

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

                      http://is.gd/7YacDZ

                   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.

                           *     *     *

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.


SPECIALTY PRODUCTS: PI Committee Drops Bid to Dismiss Case
----------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware entered an order regarding the withdrawal
without prejudice of the Official Committee of Asbestos Personal
Injury Claimants of its motion to dismiss the Chapter 11 cases of
Specialty Products Holding Corp., et al., as filed in bad faith.

As previously reported by The Troubled Company Reporter, the PI
Committee said it has long questioned the propriety of the
bankruptcy cases but has resisted filing a motion to dismiss based
on the Debtors' continued representations to the Court that they
intend to seek a consensual plan.  The PI Committee said it filed
the motion to dismiss because it found that the positions that the
Debtors have taken in the final days before the estimation trial
leave no doubt that these cases had no proper purpose when filed
and have been maintained to further the Debtors' admitted
litigation strategy of limiting their liabilities in ways that
could not be done in the tort system.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as co-
counsel.  Logan and Company is the Company's claims and notice
agent.  The Company estimated its assets and debts at $100 million
to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.


STEMS, INC.: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Stems, Inc.
        1351 NW 78th Avenue
        Miami, FL 33126

Bankruptcy Case No.: 13-17622

Chapter 11 Petition Date: April 4, 2013

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

Judge: Robert A. Mark

Debtor's Counsel: Joel M. Aresty, Esq.
                  JOEL M. ARESTY, P.A.
                  13499 Biscayne Boulevard, #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  E-mail: aresty@mac.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Philip Ivey, president.


STEREOTAXIS INC: Incurs $9.23 Million Net Loss in 2012
-----------------------------------------------------
Stereotaxis, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$9.23 million on $46.56 million of total revenue for the year
ended Dec. 31, 2012, as compared with a net loss of $32.03 million
on $41.98 million of total revenue in 2011.  The Company incurred
a $19.92 million net loss in 2010.

The Company's balance sheet at Dec. 31, 2012, showed
$32.16 million in total assets, $50.95 million in total
liabilities, and a $18.79 million total stockholders' deficit.

Ernst & Young LLP, in St. Louis, Missouri, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring operating
losses and working capital deficiency which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/JGdsvO

Stereotaxis, Inc., entered into a Fifth Loan Modification
Agreement (Domestic) with Silicon Valley Bank, further amending
the terms of that certain Second Amended and Restated Loan and
Security Agreement (Domestic) dated Nov. 30, 2011, as amended, to
extend the maturity of the revolving line of credit under the
Amended Loan Agreement from March 31, 2013, to June 30, 2013.  In
addition, pursuant to the Modification Agreement, the Company is
required to maintain, as of the last day of each fiscal quarter, a
tangible net worth of ($25 million) as calculated in accordance
with a formula set forth in the Loan Agreement.  Previously, the
Company had been required to maintain a tangible net worth of as
of the last day of each fiscal quarter.

On March 29, 2013, the Company and a wholly-owned subsidiary of
the Company also entered into an Export-Import Bank Fourth Loan
Modification Agreement with the Bank to extend the maturity date
of the revolving line of credit under that certain Amended and
Restated Export-Import Bank Loan and Security Agreement dated
Nov. 30, 2011, as amended, from March 31, 2013, to June 30, 2013.

On March 29, 2013, in conjunction with the Silicon Valley Bank
extension, the Company entered into a further amendment to the
Note and Warrant Purchase Agreement effective as of February 7,
2008, as amended, with Alafi Capital Company LLC and certain
affiliates of Sanderling Venture Partners to further extend the
Lenders' obligation to provide $3 million in either direct loans
to the Company or loan guarantees to the Company's primary bank
lender through June 30, 2013.  The guarantees would terminate
earlier if the Company consummates a third party, non-bank
financing of $8 million prior to June 30, 2013.  The Company
granted to the Lenders warrants to purchase an aggregate of
113,636 shares of Common Stock in exchange for their extension.
The Extension Warrants are exercisable at $1.98 per share.
Sanderling is an affiliate of Fred A. Middleton, who is a member
of the Company's Board of Directors.

                        About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.


STRATUS MEDIA: Delays Form 10-K for 2012
----------------------------------------
Stratus Media Group, Inc., requires additional time to complete
the financial statements for the year ended Dec. 31, 2012, and
cannot, without unreasonable effort and expense, file its Form
10-K on or before the prescribed filing date.

                          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.

The Company reported a net loss of $15.83 million in 2011,
compared with a net loss of $8.41 million in 2010.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2011, citing recurring
losses and negative cash flow from operations which raised
substantial doubt as to the ability of the Company to continue as
a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $3.94
million in total assets, $9.98 million in total liabilities, all
current, and a $6.03 million total shareholders' deficit.


SUNRISE REAL ESTATE: Delays Form 10-K for 2012
----------------------------------------------
Sunrise Real Estate Group, Inc., notified the U.S. Securities and
Exchange Commission it will be delayed in the filing of its 10-K
for the period ended Dec. 31, 2012, due to a delay in the
preparation of its financial statements.

                     About Sunrise Real Estate

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc., filed Articles of Amendment with the
Texas Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

In its report accompanying the 2011 financial statements, Kenne
Ruan, CPA, P.C., in Woodbridge. CT, USA, noted that the Company
has significant accumulated losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.

The Company incurred a net loss of US$1.41 million in 2011 and a
net loss of US$25,487 in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
US$39.87 million in total assets, US$34.44 million in total
liabilities and US$5.43 million in total shareholders' equity.


SUNSTONE ADVANTAGE: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Sunstone Advantage, Inc.
                  fka Sunstone Sales, Inc.
                42580 Rio Nedo
                Temecula, CA 92590

Bankruptcy Case No.: 13-16236

Involuntary Chapter 11 Petition Date: April 5, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Meredith A. Jury

Petitioner?s Counsel: Mark B. Joachim, Esq.
                      ARENT FOX, LLP
                      555 W. 5th Street, 48th Floor
                      Los Angeles, CA 90013
                      Tel: (213) 629-7400

Creditor who signed the Chapter 11 petition:

    Petitioner                     Nature of Claim    Claim Amount
    ----------                     ---------------    ------------
Snowbird Capital Mezzanine Fund    Loan                 $3,500,000
I, LP
11921 Freedom Drive Two Fountain Square,
Suite 1120
Reston, VA 20190


SUNSTONE COMPONENTS: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Sunstone Components Group, Inc.
                42580 Rio Nedo
                Temecula, CA 92590

Bankruptcy Case No.: 13-16232

Involuntary Chapter 11 Petition Date: April 5, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Michael I. Gottfried, Esq.
                  LANDAU GOTTFRIED & BERGER, LLP
                  1801 Century Park East, Suite 1460
                  Los Angeles, CA 90067
                  Tel: (310) 557-0050
                  Fax: (310) 557-0056
                  E-mail: mgottfried@lgbfirm.com

                         - and ?

                  Monica Rieder, Esq.
                  LANDAU GOTTFRIED & BERGER, LLP
                  1801 Century Park East, #700
                  Los Angeles, CA 90067
                  Tel: (310) 557-0050
                  Fax: (310) 557-0056
                  E-mail: mrieder@lgbfirm.com

Petitioner?s Counsel: Mark B. Joachim, Esq.
                      ARENT FOX, LLP
                      555 W. 5th Street, 48th Floor
                      Los Angeles, CA 90013
                      Tel: (213) 629-7400

Creditor who signed the Chapter 11 petition:

    Petitioner                     Nature of Claim    Claim Amount
    ----------                     ---------------    ------------
Snowbird Capital Mezzanine Fund    Loan                 $3,500,000
I, LP
11921 Freedom Drive Two Fountain Square,
Suite 1120
Reston, VA 20190


SUNVALLEY SOLAR: Delays Form 10-K for 2012
------------------------------------------
SunValley Solar, Inc., was unable to compile the necessary
financial information required to prepare a complete filing of its
annual report on Form 10-K for the period ended Dec. 31, 2012.
Thus, the Company was unable to file the periodic report in a
timely manner without unreasonable effort or expense.  The Company
expects to file within the extension period.

                       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 reported a net loss of $398,866 in 2011, compared
with a net loss of $375,839 in 2010.

In its audit report for the 2011 results, Sadler, Gibb &
Associates, LLC, in Salt Lake City, UT, noted that the Company had
losses from operations of $104,000 and accumulated deficit of
$1.36 million, which raises substantial doubt about the Company's
ability to continue as a going concern.

Sunvalley Solar's balance sheet at Sept. 30, 2012, showed
$6.50 million in total assets, $5.60 million in total liabilities
and $905,575 in total stockholders' equity.


T BANCSHARES: Reports $2.1 Million Net Income in 2012
-----------------------------------------------------
T Bancshares, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$2.08 million on $6.10 million of total interest income for the
year ended Dec. 31, 2012, as compared with a net loss of $651,000
on $6.74 million of total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $114.43
million in total assets, $97.40 million in total liabilities and
$17.02 million in total shareholders' equity.

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

                        http://is.gd/afCfaD

                      About T Bancshares, Inc.

T Bancshares, Inc., is a bank holding company headquartered in
Dallas, Texas, offering a broad array of banking services through
T Bank, N.A.  The Company's principal markets include North
Dallas, Addison, Plano, Frisco, Southlake and the neighboring
Texas communities.

                           *    *     *

This concludes the Troubled Company Reporter's coverage of T
Bancshares until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


T.H. OLD TOWN: Amusement Park in Kissimmee Files in Orlando
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, says
that T.H. Old Town Associates Ltd., owner and operator of The Old
Town retail complex and amusement park in Kissimmee, Florida,
filed a petition for Chapter 11 protection (Bankr. M.D. Fla. Case
No. 13-04147) on April 5 in Orlando.  The complex is situated on
13 acres and has 70 stores.  A secured lender is owed
$8.5 million.  Assets are worth more than $10 million while debt
is less than $10 million, according to the petition.


TAKE FLIGHT: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Take Flight LLC
        4550 NW Newberry Hill Road, Suite 202
        Silverdale, WA 98383

Bankruptcy Case No.: 13-13066

Chapter 11 Petition Date: April 4, 2013

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

Debtor's Counsel: Norman K. Short, Esq.
                  GSJONES LAW GROUP, P.S.
                  1155 Bethel Avenue
                  Port Orchard, WA 98366
                  Tel: (360) 876-9221
                  E-mail: norm@gsjoneslaw.com

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

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

The Company?s list of its five largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/wawb13-13066.pdf

The petition was signed by William Wright, manager.


TALON THERAPEUTICS: Incurs $43.7 Million Net Loss in 2012
---------------------------------------------------------
Talon Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $43.70 million for the year ended Dec. 31, 2012, as
compared with a net loss of $18.82 million in 2011.

Talon Therapeutics reported net income of $7.09 million for the
three months ended Dec. 31, 2012, as compared with a net loss of
$1.65 million for the same period a year ago.

The Company's balance sheet at Dec. 31, 2012, showed $4.08 million
in total assets, $43.22 million in total liabilities,
$47.91 million in redeemable convertible preferred stock, and a
$87.04 million total stockholders' deficit.

The Company does not generate any recurring revenue and has
incurred significant net losses in each year since its inception.
The Company expects to incur losses and negative cash flow from
operations until the Company is able to successfully commercialize
Marqibo, and the Company may never achieve or maintain
profitability.

BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses from operations
and net capital deficiency that, among other factors, 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/2JWpFl

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

                        http://is.gd/2OVaRE

Talon Therapeutics filed a Form S-8 with the U.S. Securities and
Exchange Commission to register 2.5 million shares of common stock
issuable under the Company's 2010 Equity Incentive Plan for a
proposed maximum aggregate offering price of $1.53 million.  A
copy of the prospectus is available at http://is.gd/8PaIWO

                      About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline opportunities some
of which, like Marqibo, improve delivery and enhance the
therapeutic benefits of well characterized, proven chemotherapies
and enable high potency dosing without increased toxicity.

Effective Dec. 1, 2010, Hana Biosciences changed its name to Talon
Therapeutics.  The name change was effected by merging Talon
Therapeutics, a wholly owned subsidiary of the Company, with and
into the Company, with the Company as the surviving corporation in
the merger.


TANGLEWOOD FARMS: Court Narrows Clawback Suit Against CNH Capital
-----------------------------------------------------------------
Bankruptcy Judge J. Rich Leonard granted, in part, and dismissed,
in part, CNH Capital America LLC's motion to dismiss an adversary
proceeding filed against it and Meherrin Agricultural & Chemical
Company by the Chapter 7 trustee of Tanglewood Farms Inc., of
Elizabeth City.

Since 2007, the operations of the debtor and Winslow Farms were
financed primarily by CNH Capital and Meherrin Agricultural &
Chemical Company.  Between Feb. 20, 2007 and Feb. 18, 2009,
numerous lines of credit and security agreements were executed in
favor of Meherrin by James H. Winslow, individually and as the
president of the debtor, and his wife, Billie Winslow.  Although
originally executed in favor of Meherrin, six of the lines of
credit were subsequently assigned to CNH Capital.

To secure repayment and performance of the joint obligations
thereunder, CNH Capital received a security interest in crops,
farm products, inventory, livestock, accounts and documents of
title, as well as any proceeds resulting from subsequent
disposition.  CNH Capital perfected its security interests by
filing financing statements with the North Carolina Secretary of
State against the Winslows on Feb. 21, 2007, and the debtor on
March 12, 2007.

The funds distributed under the lines of credit were utilized by
Mr. Winslow, individually, to support and fund the operations of
Winslow Farms, Mr. Winslow's personal farming operation.

From Aug. 5, 2008 to Feb. 23, 2010, CNH Capital received payments
totaling $9,457,362 in satisfaction of the joint obligations under
the lines of credit.  These payments came from Mr. Winslow, his
crop insurance carrier and third parties, who issued joint checks
payable either to: (1) Mr. Winslow and CNH Capital; (2) the debtor
and CNH Capital; or (3) the debtor, CNH Capital and Meherrin.
Roughly $3,902,292 was paid by the debtor or its customers through
third-party joint checks listing CNH Capital as a co-payee.

The Chapter 7 trustee filed a complaint initiating the adversary
proceeding on Aug. 19, 2012, asserting five causes of action
against Meherrin and CNH Capital for avoidance and recovery of
alleged preferential, fraudulent and unauthorized postpetition
transfers pursuant to various sections of the Bankruptcy Code and
the General Statutes of North Carolina.  The complaint, however,
only asserts two causes of action against CNH Capital.  The first
seeks to avoid, as constructively fraudulent, the obligations
incurred by the debtor and the security interests granted to CNH
Capital under the six lines of credit.  The second alleges the
payments received by CNH Capital in satisfaction of those
obligations during the four-year period preceding the petition
date, are avoidable as actual or constructively fraudulent
transfers under Sections 544(b), 548(a)(1)(A) and (B) of the
Bankruptcy Code and the North Carolina Uniform Fraudulent Transfer
Act, N.C. Gen. Stat. Sec. 39-23.1 et seq.

According to Judge Leonard, the complaint fails to state, with
plausibility, claims for relief to avoid the lines of credit (both
the obligations incurred and security interests granted
thereunder) executed prior to 2009 as constructively fraudulent
pursuant to Sec. 548(a)(1)(B) and, therefore, are subject to
dismissal under Federal Rule of Civil Procedure 12(b)(6) and
Federal Rule of Bankruptcy Procedure 7012(b). As for the payments
received in satisfaction of these avoidable lines of credit or
those payments made prior to 2009, the complaint has failed to
plead facts sufficient to demonstrate that either are avoidable.

Likewise, the trustee's allegations that the payments received by
CNH Capital in satisfaction of the debtor's obligations under the
lines of credit were insufficient to establish, with the
particularity required under Fed. R. Civ. P. 9(b), that the
payments were actual fraudulent transfers made with the intent to
hinder, delay or defraud the debtor's creditors.

The complaint, however, contains facts sufficient to demonstrate a
plausible claims for relief to avoid and recover, as
constructively fraudulent, the obligations incurred pursuant to
the line of credit executed on Feb. 18, 2009, as well as the 42
payments received by CNH Capital in satisfaction thereof, Judge
Leonard said.

The case is, JAMES B. ANGELL, CHAPTER 7 TRUSTEE, PLAINTIFF, v.
MEHERRIN AGRICULTURAL & CHEMICAL COMPANY AND CNH CAPITAL AMERICA
LLC, DEFENDANTS, Adv. Proc. No. 12-00186-8-JRL (Bankr. E.D.N.C.).
A copy of the Court's April 8, 2013 Order is available at
http://is.gd/1VTbGcfrom Leagle.com.

                    About Tanglewood Farms, and
               James Howard and Billie Reid Winslow

Based in Elizabeth City, North Carolina, Tanglewood Farms, Inc.
of Elizabeth City filed for Chapter 11 bankruptcy protection on
August 20, 2010 (Bankr. E.D.N.C. Case No.10-06719).  Trawick H.
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents the
Debtor.  The Debtor estimated assets between $1 million and
$10 million, and debts between $10 million and $50 million.

The debtor, a granary operation in Pasquotank County, North
Carolina, was operated by its president and sole shareholder,
James Howard Winslow.  In that capacity, Mr. Winslow oversaw and
made operational decisions regarding the granary and facilitated
the exchange of corn, wheat, and soybeans between the debtor,
Winslow Farms, Mr. Winslow's personal farming operation, and other
local farmers.

James H. Winslow and his wife, Billie Reid Winslow, filed for
Chapter 11 (Bankr. E.D.N.C. Case No. 10-06745) on Aug. 23, 2010.

The Court denied a request to consolidate the Winslows' individual
case with the debtor's case on Feb. 18, 2011.

The Tanglewood Farms case was converted to one under chapter 7 on
July 12, 2011.


TARGETED MEDICAL: Incurs $9.6 Million Comprehensive Loss in 2012
----------------------------------------------------------------
Targeted Medical Pharma, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing 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.

The Company's balance sheet at Dec. 31, 2012, showed
$11.77 million in total assets, $13.77 million in total
liabilities, and a $2 million total shareholders' 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 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.

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

                        http://is.gd/p1lAZ8

                       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.


TELKONET INC: Reports $390,000 Net Income in 2012
-------------------------------------------------
Telkonet, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$390,080 on $12.75 million of total net revenue for the year ended
Dec. 31, 2012, as compared with a net loss of $1.90 million on
$11.18 million of total net revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $15.17
million in total assets, $5.56 million in total liabilities, $3.26
million in total redeemable preferred stock and $6.34 million in
total stockholders' equity.

"While I am pleased with the results that we were able to deliver
in 2012, I am even more excited about Telkonet's future.  Our
large addressable markets which include the hospitality,
educational, military and healthcare sectors are quickly realizing
the substantial reduction in energy expense and equipment run-time
costs that are available by integrating a focused and effective
energy management platform - such as EcoSmart.  Our EcoSmart
technology portfolio is being recognized and adopted by world-
class organizations as a sustainable resource for managing their
demand response and energy consumption, as well as a way to
immediately begin reducing their carbon footprint," stated Jason
Tienor, CEO of Telkonet.  "In addition, we have made substantial
progress in strengthening our company financially, establishing
meaningful business relationships and have added new, potentially
significant, revenue partners.  I am very proud of our management
team and employees all of whom have worked diligently and remain
devoted to the continued growth and success of Telkonet," added
Tienor.

Baker Tilly Virchow Krause, LLP, in Milwaukee, Wisconsin, issued
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has a history of operating losses
and negative cash flows from operations, and an accumulated
deficit of $117,954,116 that raise substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/SDrfn7

                          About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.


TEMPEL STEEL: S&P Affirms B- Corp. Credit Rating, Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Chicago-based steel laminations producer Tempel Steel
Co., including the 'B-' corporate credit rating.  At the same
time, S&P removed the ratings from CreditWatch, where it had
placed them with negative implications on Jan. 8, 2013.  The
outlook is negative.

"The affirmation and negative outlook reflect Tempel Steel's weak
operating performance that has resulted in credit measures
consistent with a "highly leveraged" financial risk profile and
our expectation that, while we expect operating and financial
performance to stabilize and gradually improve, headroom under
covenants will likely remain limited in the coming quarters," said
Standard & Poor's credit analyst Carol Hom.  Although free cash
flow generation should improve somewhat, it will likely remain
marginal and will depend on both continued improvement in working
capital metrics and no deterioration in business conditions.

Tempel Steel's "vulnerable" business risk profile stems from its
limited business line diversity, the highly competitive and
capital intensive nature of its business, and the company's
exposure to steel price volatility.  S&P believes credit measures
will remain weak in 2013 given the challenging economy.  S&P
believes the company remains susceptible to volatility in steel
prices, which is inherent to its market, and to the potential for
sustained volume growth, which remains uncertain.

Standard & Poor's 2013 base-case forecast includes the following
assumptions:

   -- Slow global economic growth that should result in underlying
      low-single-digit revenue growth in the U.S. and mid-single-
      digit growth in China and India, offset by potentially
      significant quarterly variability due to customer inventory
      correction cycles;

   -- EBITDA margin of about 8%-9%; and

   -- Capital expenditures of roughly $10 million.

S&P expects Tempel Steel to maintain its position as the largest
producer of magnetic steel laminations used in the production of
electric motors and transformers.  Tempel Steel is more than three
times the size of the next independent competitor and has more
than 50% of the independent steel laminations market in North
America.  The company's products are used across a variety of end
markets: household and consumer, power supply and infrastructure,
passenger cars, oil, gas and mining, industrial motors, and
vehicles and locomotives.  S&P believes this, together with Tempel
Steel's global footprint, provides some diversity, but the company
will remain limited in scope to magnetic steel laminations.  S&P
expects the company to have moderate customer diversity in 2013.
Its top 10 customers accounted for about 35% of 2012 revenues.
S&P views the company's management and governance profile as
"fair."

The outlook is negative.  S&P expects reported headroom over the
company's covenants to remain constrained for the next few
quarters.  S&P could lower the ratings if operating performance
deteriorates compared with its current expectation for stability
or gradual improvement, if S&P expects free cash flow generation
will be negative, or if the likelihood of a covenant violation
increases.

S&P could revise the outlook to stable if leverage remains below
6x, free cash flow is positive, and if the company rebuilds
adequate covenant headroom and S&P expects Tempel Steel to
maintain these trends.


TONGJI HEALTHCARE: Incurs $1.2 Million Net Loss in 2012
-------------------------------------------------------
Tongji Healthcare Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.20 million on $2.77 million of total operating
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $218,150 on $2.68 million of total operating revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $14.16
million in total assets, $15.36 million in total liabilities and a
$1.21 million total shareholders' 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 negative working capital of $12,264,823, an
accumulated deficit of $1,785,336, and shareholders' deficit of
$1,208,670 as of Dec. 31, 2012.  The Company's ability to continue
as a going concern ultimately is dependent on the management's
ability to obtain equity or debt financing, attain further
operating efficiencies, and achieve profitable operations."

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

                       http://is.gd/32aaSC

                      About Tongji Healthcare

Based in Nanning, Guangxi, the People's Republic of China, Tongji
Healthcare Group, Inc., a Nevada corporation, operates Nanning
Tongji Hospital, a general hospital with 105 licensed beds.


TOWER INT'L: $145-Mil. Loan Increase No Impact on Moody's 'B2' CFR
------------------------------------------------------------------
The announcement by Tower International, Inc. that it has
increased the size of its new senior secured term loan B at Tower
Automotive Holdings USA, LLC by $145 million to $420 million has
no impact on the ratings of Holdings USA - Corporate Family and
Probability of Default Ratings, at B2 and B2-PD, nor B1 rating on
the senior secured term loan B.

The larger term loan amount reflects Tower's expectation of
increased participation in the announced outstanding cash tender
offer of the 10.625% Senior Secured Notes due 2017 and
contemplates that all of the Notes will be refinanced in the
transaction.

The last rating action for Tower Automotive Holdings USA, LLC was
on April 3, 2013 when the Corporate Family Rating was affirmed at
B2 with a stable rating outlook.

The principal methodology used in this rating was the Global
Automotive Supplier Industry Methodology published in January
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.

Tower International, Inc. headquartered in Livonia, Michigan, is a
leading integrated global manufacturer of engineered structural
metal components and assemblies primarily serving automotive
original equipment manufacturers. The company manufactures body-
structure stampings, frame and other chassis structures, as well
as complex welded assemblies, for small and large cars,
crossovers, pickups and SUVs. Revenues in 2012 approximated $2.1
billion.


TRIGEE FOUNDATION: Junior Lienor Gets Chance to File Plan
---------------------------------------------------------
Blackburne and Brown Mortgage Fund I and Blockacre Enterprises,
L.L.C. have filed motions for relief from the automatic stay with
respect to Trigee Foundation, Inc.'s real property.  Blockacre,
which purchased tax sale certificates regarding the real property,
and desires to commence litigation to enforce those tax sale
certificates, has piggybacked on Blackburne's request for stay
relief.

The debtor opposes the motions.  KH Funding Co., a junior lienor,
has opposed Blackburne's motion insofar as it requests an outright
lifting of the stay.  KH suggests as an alternative, that, to the
extent the Debtor consents, (a) the Debtor promptly retain an
agent to market the Properties, (b) the Debtor be permitted
approximately 90 days to effectively market the Properties and
secure bid and auction procedures from the Court, and (c) at the
conclusion of the marketing period, there ensue within 30 days an
auction sale approval hearing before the Court.

The debtor filed a plan by the required deadline of Dec. 12, 2012,
but did not commence making payments to Blackburne.  Moreover, it
has not filed a disclosure statement resulting in the confirmation
process being stalled.

Bankruptcy Judge S. Martin Teel, Jr., notes the case has been
pending for almost 7 months.  The debtor's exclusive right to file
a plan has expired because the debtor did not obtain acceptance of
a plan within 180 days after the commencement of the case.  Judge
Teel said there is no degree of certainty that a plan will be
promptly confirmed.  Indeed, the evidence suggests that there will
be substantial bumps in the road.

"The relief I am fashioning will assure that Blackburne is not
left helplessly on the sidelines and will assure that junior
lienors are given the opportunity to utilize the tools of chapter
11 to pursue an orderly sale by promptly obtaining confirmation of
a liquidation plan that avoids the vagaries of a nonjudicial
foreclosure sale," said Judge Teel.

"I will thus modify the automatic stay to provide that KH shall
have 14 days from April 8, 2013, within which to file a plan
calling for a sale of the debtors' properties, with it to have 90
days within which to obtain confirmation of such a plan. If it
fails to file a plan or obtain confirmation of a plan within those
deadlines, relief from the stay will be in effect to permit
Blackburne to proceed to a foreclosure sale."

"Blockacre is entitled to relief from the stay to initiate
litigation to enforce its tax sale certificates if Blackburne
becomes entitled to proceed, and does proceed, to a foreclosure
sale."

A copy of Judge Teel's April 8, 2013 Memorandum Decision is
available at http://is.gd/ERUJOifrom Leagle.com.

Washington, DC-based Trigee Foundation Inc. -- dba Minnesota
Terrace Apartments, ta Oasis Realty Service -- sought Chapter 11
protection (Bankr. D.D.C. Case No. 12-00624) on Sept. 13, 2012.
The case is a "single asset real estate" case.  Judge S. Martin
Teel, Jr. oversees the case.  Jeffrey M. Sherman, Esq. --
jmsherman@lerchearly.com -- at Lerch, Early & Brewer, serves as
the Debtor's counsel. In its petition, the Debtor estimated under
$10 million in both assets and debts.  The petition was signed by
Johnnie Mae Durant.


TRINET HR: S&P Retains 'B+' Rating Following Loan Upsize
--------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' issue-level
rating and '2' recovery rating on TriNet HR Corp.'s senior secured
credit facility are unchanged following the company's announcement
that it plans to amend and extend the facility.  The proposed
transaction would increase the senior secured credit facility to
$525 million from $350 million, adding up to $25 million of
commitments on the company's revolver (undrawn at transaction
close) and $150 million of incremental term debt.  S&P expects
pricing and maturities to remain the same.

The proceeds of the proposed transaction are expected to fund
potential acquisitions and/or dividends to its shareholders.
Absent an acquisition, S&P expects pro forma leverage to increase
to about 3.9x from about 3.3x, prior to the transaction.  S&P
expects credit measures to remain relatively stable over the next
year, including leverage below 4x and funds from operations to
total debt below 20%, and in line with the indicative financial
ratios for an aggressive financial profile.  This is supported by
S&P's expectation of continued positive operating performance and
a smooth integration of the company's recent acquisition of
Strategic Outsourcing Inc.

The ratings on TriNet reflect S&P's view that the company
continues to have an "aggressive" financial risk profile, based on
the company's aggressive financial policy (including its ownership
by a financial sponsor and acquisitive nature), good cash flow
generation, and adequate liquidity.   The ratings also reflect the
company's "vulnerable" business risk profile, which is supported
by the company's narrow product focus in the highly competitive
and fragmented outsourced human resource services industry that
could be susceptible to weak economic conditions, and its limited
geographic diversity.

RATINGS LIST

TriNet HR Corp.
Corporate credit rating               B/Stable/--

Ratings Unchanged
TriNet HR Corp.
Senior secured                        B+
   Recovery rating                     2


TWN INVESTMENT: Court Okays Hiring of Charles B. Greene as Counsel
------------------------------------------------------------------
TWN Investment Group LLC obtained Bankruptcy Court approval to
employ the Law Office of Charles B. Greene as bankruptcy counsel.

As reported by the Troubled Company Reporter on Feb. 15, 2013, the
firm will, among other things, provide legal advise and counsel to
the Debtor with respect to the Debtors' obligations under the
Chapter 11 proceeding.  Charles B. Greene, Esq., will charge $450
per hour for legal services rendered.  The firm has not been
retained by the Debtor for previous legal services.  It represents
no interest adverse to the Debtor or the estate.  The Debtor
prepetition paid the firm $10,000, including $1,213 for the filing
fee.

                    About TWN Investment Group

TWN Investment Group, LLC, filed a Chapter 11 petition in its
home-town in San, Jose California (Bankr. N.D. Calif. Case No.
13-50821) on Feb. 13, 2013.

The Company disclosed assets of $58.2 million and liabilities of
$53.4 million in its schedules.  The Company owns partially
developed real estate located at 909-9999 Story Road, in San Jose.
The property is the company's sole assets and secures a $48.1
million debt to East West Bank.

The Debtor is represented by the Law Offices of Charles B. Greene,
in San Jose.


TXU CORP: 2014 Loan Trades at 27% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 73.38 cents-on-the-dollar during the week
ended Friday, April 5, 2013, according to data compiled by
LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street
Journal.  This represents an drop of 0.19 percentage points from
the previous week, the Journal relates.  The loan matures on
October 10, 2014. The Company pays 350 basis points above LIBOR to
borrow under the facility.

                        About Energy Future

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

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

At the end ofe January 2013, Fitch Ratings lowered the Issuer
Default Ratings (IDR) of Energy Future Holdings Corp (EFH) and
Energy Future Intermediate Holding Company LLC (EFIH) to
'Restricted Default' (RD) from 'CCC' on the conclusion of the debt
exchange and removed the Rating Watch Negative.

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


UNIGENE LABORATORIES: Victory Park Declares Event of Default
------------------------------------------------------------
Unigene Laboratories, Inc. on April 8 disclosed that the Company
has entered into a second amendment to a financing agreement with
affiliates of Victory Park Capital Advisors, LLC (VPC), whereby
VPC has agreed to purchase an additional $750,000 senior secured
note, providing Unigene with additional working capital.  Under
the terms of this financing, proceeds from the sale of the note,
which is convertible into shares of UGNE common stock at a
conversion price of $0.09 per share, will be used for working
capital purposes.

In an effort to conserve capital and further extend its cash
runway, Unigene also announced a strategic reorganization and
downsizing, which involved a reduction of approximately 40% of its
workforce.  The majority of employees impacted by the reduction in
workforce supported Unigene's Fortical(R) manufacturing and
recombinant calcitonin production operations, which have been
negatively impacted by regulatory recommendations in Europe and by
an advisory committee to the U.S. Food and Drug Administration
(FDA).  The company also disclosed that certain of its assets,
primarily related to its Fortical(R) business, are impaired as a
result of this regulatory activity and its related impact upon
Fortical manufacturing revenues and royalties.  The asset
impairment charges will be further discussed within the Company's
reported financial results for the first quarter 2013.

Ashleigh Palmer, Unigene's Chief Executive Officer, stated, "We
value VPC's ongoing support and willingness to continue financing
the company.  Unigene remains focused on our efforts to conserve
capital during these adverse conditions and challenging times.  We
view the reduction in workforce as an unfortunate, but necessary
part of our path forward in continuing to explore and develop
strategic options to protect and enhance shareholder value.  On
behalf of Unigene's Management and our Board of Directors, we
thank our many dedicated colleagues and employees whose efforts
have been instrumental to the success of our Fortical(R) business
throughout the years."

Unigene also announced on April 8 that it has been notified by VPC
that VPC has declared an event of default under certain loan
documents, including approximately $55.8 million in notes issued
to VPC by Unigene.  VPC has further declared these notes
(including principal and interest) due and payable.  The
declaration of default is based on, among other things, VPC's
determination that a material default has occurred under various
provisions of the loan documents.  In connection with the
existence and continuation of the default, VPC has notified
Unigene that, pursuant to Article 9 of the Uniform Commercial Code
(UCC), VPC has initiated a public disposition of certain of
Unigene's assets that constitute VPC's collateral, including the
Company's Peptelligence(TM) Drug Delivery Platform and all other
assets that are used or intended for use in connection with, or
that are necessary or advisable to the continued conduct of,
Unigene's biotechnology business (but excluding assets of the
Company unrelated to such business).  Such assets will be sold
pursuant to public auction to be held at the offices of Katten
Muchin Rosenman LLP, 525 West Monroe Street, Chicago, Illinois
60611 on April 15, 2013 at 11:00 a.m. Central time.

                 About Unigene Laboratories, Inc.

Unigene Laboratories, Inc. (pink:UGNE) engages in the design,
delivery, manufacture and development of peptide-based
therapeutics.  The Company is building a robust portfolio of
proprietary partnerships in this expanding drug class based on its
Peptelligence(TM) platform.  Peptelligence(TM) encompasses
extensive intellectual property covering drug delivery and
manufacturing technologies, unsurpassed research and development
expertise, and proprietary know-how representing a genuine
distinctive competence.  Core Peptelligence(TM) assets include
proprietary oral and nasal peptide drug delivery technologies, and
proprietary, high-yield, scalable and reproducible E. coli-based
manufacturing technologies.


UNIVERSAL BIOENERGY: Delays Form 10-K for 2012
----------------------------------------------
Universal Bioenergy, Inc., is still awaiting third party
documentation in order to properly prepare a complete and accurate
Form 10-K.  The Company has been unable to receive this data in a
timely manner without unreasonable effort and expenses.  For the
foregoing reason, the Company requires additional time in order to
prepare and file its annual report on Form 10-K for the year ended
Dec. 31, 2012.

The Company does not expect significant changes in its results
from operations and earnings from the corresponding period ended
Sept. 30, 2012.

                      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.

After auditing the 2011 results, Bongiovanni & Associates, CPA'S,
in Cornelius, North Carolina, 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.

The Company reported a net loss of $2.11 million in 2011,
compared with a net loss of $2 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$7.37 million in total assets, $9.12 million in total liabilities,
and a $1.74 million total stockholders' deficit.


UNIVERSAL HEALTH: DOJ Official Pushes For Trustee In Bankruptcy
---------------------------------------------------------------
Linda Chiem of BankruptcyLaw360 reported that the U.S. trustee for
Florida urged a bankruptcy court Wednesday to appoint a trustee to
oversee Universal Health Care Group Inc.'s Chapter 11
reorganization, saying the trustworthiness of company executives
suspected of fraud and mismanagement has already been called into
question.

The report related that Guy G. Gebhardt, the U.S. Department of
Justice's acting U.S. trustee for Region 21, which covers Florida,
Georgia, Puerto Rico and the U.S. Virgin Islands, renewed his call
for an independent fiduciary to oversee day-to-day administration
of Universal's liquidation in an amended motion.

                   About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.


UNIVERSITY GENERAL: Delays Annual Report for 2012
-------------------------------------------------
University General Health System, Inc., has filed a Form 12b-25
with the Securities and Exchange Commission that allows the
Company an extension of up to an additional 15 calendar days to
file its annual report on Form 10-K for the year ended Dec. 31,
2012.

The Company has been unable to complete its financial statements
for the year ended Dec. 31, 2012, because, among other things, the
Company is in the process of reviewing its accounting for income
taxes, derivatives and the acquisition of its Dallas hospital in
December 2012.

While the Company will also delay the release of its fourth
quarter and full year 2012 operating results pending the filing of
its Form 10-K with the SEC, it provided certain preliminary
information regarding 2012 operations to the investment community.

The Company expects occupancy from its flagship hospital in
Houston to exceed 2011 levels by over 11%, representing an overall
occupancy for the year of approximately 58%.  The Company also
expects to report 2012 revenues in excess of $118 million, for an
increase of approximately 64% when compared with 2011 revenues of
approximately $72 million.  While actual net income will not be
reported until final audited results are available, management
also anticipates that 2012 net income will significantly exceed
2011 levels.  The Company expects to report its 2012 per-share
results based upon almost 312 million weighted average shares
outstanding, compared with approximately 254 million weighted
average shares outstanding for the year ended Dec. 31, 2011.

The Company has filed the extension due to delays in completing
the accounting treatment of certain non-operating items related to
its acquisition of the Dallas hospital, derivative liabilities
associated with the Company's Series C preferred stock, and
federal income tax calculations.

"The continued growth of our regional delivery system has greatly
contributed to our positive financial performance, and we are
pleased with the integration of acquired operations and new
physicians into our system during the past year," stated Hassan
Chahadeh, M.D., the Company's chairman and chief executive
officer.  "Since the acquisition of our Dallas hospital, we now
have an opportunity to duplicate the successful model we have
developed in Houston, and we look forward to continued growth in
2013."

                     About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$140.67 million in total assets, $128.38 million in total
liabilities and $3.79 million in series C, convertible redeemable
preferred stock, and $8.49 million in total equity.


UPH HOLDINGS: Section 341(a) Meeting Scheduled for April 23
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of UPH Holdings Inc.
will be held on April 23, 2013, at 1:00 p.m. at Austin Room 118.
Creditors have until July 22, 2013, to submit their proofs of
claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

UPH Holdings filed a Chapter 11 petition (Bankr. W.D. Tex. Case
No. 13-bk-10570) on March 28, 2013.  Jennifer Francine Wertz,
Esq., and Patricia Baron Tomasco, Esq., at Jackson Walker, L.L.P.,
serve as counsel.  The Debtor estimated assets and debts of at
least $10 million.


VALENCE TECHNOLOGY: Taps KPMG & Roth Capital as Investment Bankers
------------------------------------------------------------------
Valence Technology, Inc., sought and obtained court permission to
employ KPMG Corporate Finance, LLC, and Roth Capital Partners,
LLC, as investment bankers.

The firms are expected to:

   a) familiarize themselves with the financial condition and
      business of the Debtor and advise and assist the Debtor in
      considering the desirability of effecting a Private
      Placement;

   b) assist the Debtor in preparing a management presentation
      describing the Debtor, its operations, its historical
      performance and future prospects;

   c) assist the Debtor in identifying and contacting selected
      potential investors in the Debtor, and deliver the
      Memorandum or other data to such parties;

   d) assist the Debtor in arranging for potential investors to
      conduct investigations in connection with their potential
      investment in the Debtor; and

   e) assist the Debtor in negotiating the financial aspects of
      any proposed Private Placement.

As compensation for the services to be provided by Roth and KPMG
CF, the Company agrees to pay each firm:

   a) a nonrefundable engagement fee of $15,000, payable promptly
      upon approval by the Bankruptcy Court;

   b) an initial retainer fee of $15,000, payable in advance one
      month after the execution of the Agreement; and

   c) an additional fee in an amount equal to 2.5% of the Private
      Placement Value less the amount of the previously paid
      Engagement Fee and Retainer Fee, but in no event less than a
      minimum success fee of $500,000.

The Debtor agrees to indemnify or provide contribution to KPMGCF
and Roth from and against any and all losses, claims, damages,
expenses and liabilities related to or arising out of activities
performed on the Debtor's behalf.

To the best of Debtor's knowledge and information, KPMGCF and all
of its employees, and Roth and all of its employees are
"disinterested persons" as that term is defined in section 101(14)
of the Bankruptcy Code.

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4% of the shares.  ClearBridge Advisors, LLC owns 5.5%.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.


VALLEY PROCESS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Valley Process Systems, Inc.
        3567 Benton Street, Suite 341
        Santa Clara, CA 95051

Bankruptcy Case No.: 13-51936

Chapter 11 Petition Date: April 4, 2013

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Steven J. Sibley, Esq.
                  LAW OFFICES OF DINAPOLI AND SIBLEY
                  10 Almaden Boulevard, #1250
                  San Jose, CA 95113-2233
                  Tel: (408) 999-0900
                  E-mail: sjs@dslaw.net

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Kenneth Salazar, president and CEO.


VANITY EVENTS: Delays Form 10-K for 2012, Sees $16MM Net Loss
-------------------------------------------------------------
Vanity Events Holding, Inc., informed the U.S. Securities and
Exchange Commission that the compilation, dissemination and review
of the information required to be presented in the Form 10-K for
the fiscal year ended Dec. 31, 2012, has imposed time constraints
that have rendered timely filing of the Form 10-K impracticable
without undue hardship and expense to the Company.  The Company
undertakes the responsibility to file that annual report no later
than 15 days after its original due date.

Based on preliminary financial statements, the Company will show
net loss of $16,031,982 on net revenue of $424 for the year ended
Dec. 31, 2012, compared with net income of $330,705 on net revenue
of $95,039 for the year ended Dec. 31, 2011.  The change between
the corresponding periods is primarily the result of non-cash
expenses the registrant was required to take during the year ended
Dec. 31, 2012, from the change in fair value of its derivative
instruments and an amortization of the debt discount related to
its outstanding convertible debentures.

                        About Vanity Events

Based in New York, Vanity Events Holding, Inc. (OTC BB: VAEV)
-- http://www.vanityeventsholding.com/-- is a holding company
with two primary subsidiary companies.  The subsidiaries are
Vanity Events, Inc. and America's Cleaning Company.  America's
Cleaning Company(TM) is the Company's flagship division which
provides cleaning services to residential and commercial clients.
Vanity Events, Inc. seeks out, Licenses, develops, promotes, and
brings to market various innovative consumer and commercial
products.

The Company reported net income of $330,705 in 2011 compared with
a net loss of $544,831 in 2010.

The Company's balance sheet at June 30, 2012, showed $3.29 million
in total assets, $17.97 million in total liabilities, all current,
and a $14.68 million total stockholders' deficit.

RBSM LLPk, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered losses since inception and is experiencing difficulty in
generating sufficient cash flows to meet its obligations and
sustain its operations, which raises substantial doubt about its
ability to continue as a going concern.

                         Bankruptcy Warning

The Company said in its quarterly report on Form 10-Q for the
period ended June 30, 2012, that its ability to implement its
current business plan and continue as a going concern ultimately
is dependent upon the Company's ability to obtain additional
equity or debt financing, attain further operating efficiencies
and to achieve profitable operations.

"There can be no assurances that funds will be available to the
Company when needed or, if available, that such funds would be
available under favorable terms.  In the event that the Company is
unable to generate adequate revenues to cover expenses and cannot
obtain additional funds in the near future, the Company may seek
protection under bankruptcy laws.  To date, management has not
considered this alternative, nor does management view it as a
likely occurrence, since the Company is progressing with various
potential sources of new capital and we anticipate a successful
outcome from these activities.  However, capital markets remain
difficult and there can be no certainty of a successful outcome
from these activities."


VELATEL GLOBAL: Delays Form 10-K for 2012
-----------------------------------------
VelaTel Global Communications, Inc., was unable to file its Form
10-K for the period ended Dec. 31, 2012, in a timely manner
because the Company was not able to complete its financial
statements by the time required for the Registrant to timely file
its Form 10-K.

                        About VelaTel Global

VelaTel acquires spectrum assets through acquisition or joint
venture relationships, and provides capital, engineering,
architectural and construction services related to the build-out
of wireless broadband telecommunications networks, which it then
operates by offering services attractive to residential,
enterprise and government subscribers.  VelaTel currently focuses
on emerging markets where internet penetration rate is low
relative to the capacity of incumbent operators to provide
comparable cutting edge services, or where the entry cost to
acquire spectrum is low relative to projected subscribers.
VelaTel currently has project operations in People's Republic of
China, Croatia, Montenegro and Peru.  Additional target markets
include countries in Latin America, the Caribbean, Southeast Asia
and Eastern Europe.  VelaTel's administrative headquarters are in
Carlsbad, California.  For more information, please visit
www.velatel.com.

After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.

The Company reported a net loss of $21.79 million in 2011,
compared with a net loss of $66.62 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $21.55 million in total
assets, $26.54 million in total liabilities and a $4.99 million
total stockholders' deficiency.


VERENIUM CORP: Reports $18.2 Million Net Income in 2012
-------------------------------------------------------
Verenium Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$18.21 million on $57.17 million of total revenue for the year
ended Dec. 31, 2012, as compared with net income of $5.51 million
on $61.26 million of total revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $93.77
million in total assets, $63.12 million in total liabilities and
$30.65 million in total stockholders' equity.

Ernst & Young LLP, in San Diego, California, did not issue a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.

E&Y expressed substantial doubt about Verenium'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,
has a working capital deficit of $637,000 and has an accumulated
deficit of $600.8 million at Dec. 31, 2011.

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

                        http://is.gd/vFEDFd

                         About Verenium Corp

San Diego, Calif.-based Verenium Corporation is an industrial
biotechnology company that develops and commercializes high
performance enzymes for a broad array of industrial processes to
enable higher productivity, lower costs, and improved
environmental outcomes.  The Company operates in one business
segment with four main product lines: animal health and nutrition,
grain processing, oilfield services and other industrial
processes.

                           *    *     *

This concludes the Troubled Company Reporter's coverage of
Verenium Corp until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


VERISIGN INC: Moody's Assigns First-Time 'Ba2' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service assigned to VeriSign, Inc. a first-time
Ba2 Corporate Family Rating, a Probability of Default rating of
Ba2-PD, and a Baa3 rating to the company's proposed $600 million
of senior unsecured notes. Moody's also assigned a speculative
grade liquidity rating of SGL-1 to Verisign. The outlook for the
ratings is stable. The company plans to use the proceeds of the
notes to repay outstanding indebtedness under its existing
revolving credit facility and the remaining amounts for general
corporate purposes, including share repurchases.

Ratings Rationale:

The Ba2 CFR reflects Verisign's strong market share resulting from
its position as the exclusive global registry provider for the
.com and .net generic top level domains (TLDs) under agreements
with Internet Corporation for Assigned Names and Numbers (ICANN),
and in the case of the .com registry, additionally with the U.S.
Department of Commerce (DOC). The rating is supported by
Verisign's good revenue growth prospects, predictability of
revenues in its registry operations, and Moody's expectations of
very good levels of free cash flow relative to debt (about 20 to
22% projected FCF/Debt in 2013) driven by solid EBITDA margins.
Moody's expects Verisign to maintain robust levels of cash
relative to debt.

The rating is constrained by Verisign's concentration of revenue
in the .com and .net registry operations. Furthermore, while
Verisign has renewal rights under its registry operations
agreements with ICANN and the DOC, the company's dependence on the
exclusivity agreements and the uncertainty about potential
revisions in the terms of the agreements increases Verisign's
business risks. The proposed senior notes will be due in 2023,
after the scheduled renewal dates for the .net and .com registry
agreements in 2017 and 2018, respectively. The Ba2 CFR is based on
Moody's expectations that the company will be able to renew the
existing .com and .net registry agreements at terms similar to the
existing agreements.

The Ba2 rating also considers Verisign's moderately high leverage
of 3.6x (total debt to EBITDA, pro forma for the notes offering
and incorporating Moody's standard analytical adjustments) and its
history of significant returns of capital to shareholders. The
company had $975.5 million available under its current share
repurchase plan at Dec. 31, 2012. Excluding the share buybacks
funded from the proceeds of the proposed senior notes, Moody's
expects Verisign's share repurchases to be executed within its
free cash flow.

In accordance with its Loss Given Default methodology, Moody's
assigned a Baa3 rating to Verisign's $600 million of proposed
senior notes. The Baa3 rating for the notes benefits from the
sizeable loss absorption layer provided by the $1.25 billion in
principal amount of subordinated convertible debentures, which are
callable in 2017. As such, the rating for the new senior notes
could be revised lower upon reduction or elimination of the junior
debt tranche.

The SGL-1 liquidity rating is based on Moody's expectations that
Verisign will maintain robust liquidity, including cash held at
its U.S. operations, in the next 12 months.

The stable outlook reflects Moody's expectations that Verisign's
free cash flow will increase driven by good organic revenue and
earnings growth. Moody's expects Verisign to produce free cash
flow in excess of 20% of total debt and the company's leverage
should trend toward the low 3.0x range (Moody's adjusted) through
EBITDA growth.

Verisign's ratings could be downgraded if aggressive financial
policies, weak business execution or intensifying competition
cause deterioration in liquidity, including material erosion in
cash and cash equivalents, and financial risk profile.
Specifically, Moody's could downgrade Verisign's ratings if
revenue growth falters to the low single digit percentages and the
company is unable to sustain leverage below 4.0x and free cash
flow in excess of about 15% of total debt (both metrics on Moody's
adjusted basis).

Moody's could upgrade Verisign's ratings if the company maintains
debt-to-EBITDA below 3.0x (Moody's adjusted) while demonstrating
good organic growth and strong EBITDA margins, increasing revenue
diversity through success in new product initiatives, and shows a
commitment to conservative financial policies. In addition, an
upgrade would be contingent upon Moody's continued expectations
that the company should be able to renew its exclusive right to
operate the .com registry with ICANN and get approvals from the
DOC at substantially similar terms.

Moody's has assigned the following ratings:

Issuer: VeriSign, Inc.

Corporate Family Rating -- Ba2

Probability of Default Rating -- Ba2-PD

Proposed Senior Unsecured notes due 2023 -- Baa3 (LGD-2, 14%)

Speculative Grade Liquidity -- SGL-1

Outlook - Stable

The principal methodology used in this rating was the Global
Software Industry published in October 2012 and Speculative Grade
Liquidity Ratings published in September 2002. 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 Reston, VA, Verisign provides Internet
infrastructure services. Verisign reported $874 million in revenue
in 2012.


VERISIGN INC: S&P Assigns 'BB' CCR & Rates New $600MM Notes 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to VeriSign Inc.  The rating outlook is stable.  S&P
also assigned its 'BB' issue rating to the company's proposed
$600 million senior unsecured notes due 2023.  The recovery rating
on these notes is '3', indicating S&P's expectation of meaningful
recovery (50% to 70%) for noteholders in the event of a payment
default.

The rating on VeriSign Inc. reflects S&P's assessment of the
company's business risk profile as "satisfactory" and its view of
its financial risk as "significant."  The company's market
position is defensible due to its proprietary technology,
investments in critical infrastructure, and long-term contracts.
VeriSign, the premier provider of domain name registry services,
possesses a significant recurring revenue stream, high margins,
and strong free cash flow generation.  However, the company's
niche focus tempers S&P's view of its business risk profile.
Though S&P don't expect any negative ramifications from the
following over the near term, the company is potentially exposed
to:

   -- Losing a major contract,

   -- An unfavorable pricing environment, and

   -- A disruption of the competitive landscape due to increased
      regulation.

VeriSign, with fiscal 2012 revenues of $874 million, is a leading
provider of Internet domain name registry and assurance services.
VeriSign's services allow real-time name resolution of several
generic top level domains (gTLD), facilitates domain name
registration via registrars, and performs security intelligence
and cloud-based network availability services.  VeriSign has been
granted long-term contracts to be the sole operator of the .net
and .com domain names through 2017 and 2018, respectively.  For
domain names registered with the .com and .net registries, the
company has a defined annual fee as per its agreement with the
Internet Corporation for Assigned Names and Numbers (ICANN),
which, in conjunction with the Department of Commerce, provides
oversight of the Domain Name System.  Growth opportunities could
come from emerging international markets, servicing new gTLD
accounts, and to scale its Network Intelligence Availability
business (currently NIA revenues are not significant in relation
to consolidated revenues).  In S&P's assessment, the company's
management and governance is "fair."

VeriSign has "significant" financial risk.  S&P expects the
company to maintain total debt to EBITDA at 4x or below over time
as it pursues its growth objectives, which could entail
acquisitions funded with some additional debt or existing
liquidity.  However, S&P do not expect it to pursue large
acquisitions.  Pro forma for the senior unsecured notes, debt to
EBITDA is about 3.3x.  S&P's base-case assumptions for VeriSign
are mid-single-digit revenue growth in 2013 and low- to mid-
single-digit revenue growth in 2014.  Profitability and cash flow
measures are very solid; the company has relatively stable EBITDA
margins above 50%, with moderate capital expenditures at about 7%
to 8% of revenues.  S&P expects annual free cash flow to remain in
the $400 million area (it was $485 million in fiscal 2012).  S&P
believes that the company will use free cash flow primarily for
shareholder-friendly initiatives.


VERTICAL COMPUTER: Delays Form 10-K for 2012
--------------------------------------------
Vertical Computer Systems, Inc., has experienced unexpected delays
in coordinating and finalizing its 10-K Report for the period
ended Dec. 31, 2012, due to issues arising from refinancing of its
secured debt.  Accordingly, the Company was unable to file its
Form 10-K on or before the prescribed filing date.  The Company
expects to file the Form 10-K within 15 days after the prescribed
filing date.

                       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.

The Company reported a net loss of $167,588 in 2011, compared with
a net loss of $245,164 in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.27
million in total assets, $13.70 million in total liabilities,
$9.90 million in convertible cumulative preferred stock, and a
$22.33 million total stockholders' deficit.


VISUALANT INC: Awarded Fifth Patent for its ChromaIDTM Technology
-----------------------------------------------------------------
Visualant, Inc., received its fifth patent on its ChromaIDTM
technology.  The latest patent further validates the company's
vision to introduce more efficient authentication, identification
and diagnostic methods into the marketplace, and comes shortly
after Visualant was awarded the prestigious PRISM award at the
SPIE Photonics West trade show in San Francisco.

Future devices embedded with ChromaID technology can read and
record natural chromatic markers by structuring light onto a
substance, through a liquid or gas, or off a surface.  Once
scanned, the technology captures the reflected light using a
simple Photodiode array and creates a unique ChromaID profile.
The ChromaID profile can be matched against existing databases to
identify, detect, or diagnosis markers invisible to the human eye.
The latest patent extends the reach of Visualant's intellectual
property to cover medical diagnostics.

The patent issued by the United States Office of Patents and
Trademarks is US Patent No. 8,368,878 B2 and is entitled "Method,
Apparatus and Article To Facilitate Evaluation of Object Using
Electromagnetic Energy."

Ron Erickson, Visualant Founder and CEO, stated, "We rigorously
pursue strong protection for our intellectual property.  We are
very pleased to receive this, our fifth patent.  I want to
especially acknowledge our Visualant scientific team led by Dr.
Tom Furness and Dr. Brian Schowengerdt.  We have more patents
pending and expect more patents to be issued as we build the
intellectual property foundation for Visualant's business and move
into the marketplace with diverse applications of our ChromaID
technology."

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $4.69 million
in total assets, $4.94 million in total liabilities, $38,490 in
noncontrolling interest and a $280,232 total stockholders'
deficit.

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


VPR OPERATING: Section 341(a) Meeting Scheduled for May 7
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of VPR Operating,
LLC, will be held on May 7, 2013, at 1:30 p.m. at Austin Room 118.
Creditors have until Aug. 5, 2013, to submit their proofs of
claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin on
March 29, 2013.  VPR estimated assets and debts of at least $50
million.  Brian John Smith, Esq., at Patton Boggs LLP, serves as
the Debtor's counsel.  Judge Craig A. Gargotta presides over the
case.

Privately-owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.


VTE PHILADELPHIA: US Bank Can't Get $23M From Trump Tower Builder
-----------------------------------------------------------------
Dan Prochilo of BankruptcyLaw360 reported that a New York
bankruptcy judge on Wednesday denied U.S. Bank NA's attempt to
secure a $22.8 million state court judgment from a bankrupt
developer that took out a roughly $17 million loan to build a
Trump-branded hotel and luxury condos in Philadelphia, but then
never started the project.

The report related that U.S. Bank, which said it is now due $22.8
million from VTE Philadelphia LP after winning the state court
judgment in a foreclosure against the debtor, had asked U.S.
Bankruptcy Judge Allan L. Gropper to either dismiss VTE's
objection to the request for enforcement of the state court
judgment.

VTE Philadelphia, LP, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-10058) in Manhattan on Jan. 7, 2013.  The Debtor is a
single asset real estate case consisting of a vacant land located
at 709-717 North Penn Street, in Philadelphia, Pennsylvania.

The Chapter 11 petition was filed on the eve of a sheriff's sale
scheduled by the secured creditor, U.S. Bank National Association,
which has obtained judgment for foreclosure from the Court of
Common Please of Philadelphia County.  The judgment amount owed to
the bank is $16.9 million.


VYCOR MEDICAL: Incurs $2.9 Million Net Loss in 2012
---------------------------------------------------
Vycor Medical, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$2.92 million on $1.20 million of revenue for the 12 months ended
Dec. 31, 2012, as compared with a net loss of $4.77 million on
$971,367 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.56 million
in total assets, $4.01 million in total liabilities and a $1.45
million stockholders' deficit.

Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a loss since inception, has a net
accumulated deficit and may be unable to raise further equity
which factors raise substantial doubt about its ability to
continue as a going concern.

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

                        http://is.gd/TxABWv

                         About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.


WEST 380: Court Okays Strasburger & Price as Bankruptcy Counsel
---------------------------------------------------------------
West 380 Family Care Facility obtained court permission to employ
Stephen A. Roberts, Duane J. Brescia, Andrew G. Edson, and the law
firm Strasburger & Price, as bankruptcy counsel.

The Troubled Company Reporter reported on Jan. 21, 2013, Mr.
Roberts' current hourly rate is $525, Mr. Brescia's current
hourly rate is $450 and Mr. Edson's current hourly rate is $255.
From time to time, other attorneys in the firm may be utilized
when necessary and cost effective.  The rates of other attorneys
in the Firm range from $255 to $650 per hour and paralegals are
$180 to $240 per hour.

Prior to the initiation of the Chapter 11 case, the firm has
received a total of $130,000 in connection with its assistance on
workout advice, negotiating the proposed sale of assets and pre-
bankruptcy preparations.

Stephen A. Roberts, Esq., attests the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                          About West 380

Bridgeport, Texas-based West 380 Family Care Facility, doing
business as North Texas Community Hospital, opened in August 2008
and operates in a 99,000 square-feet two-story building on 19
acres of land.  The hospital has 36 beds and 57 doctors on staff.
There are 200 employees constituting 130 full time equivalent
employees.

West 380 filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
12-46274) on Nov. 8, 2012.  Andrew G. Edson, Esq., Duane J.
Brescia, Esq., and Stephen A. Roberts, Esq., at Strasburger &
Price LLP serve as its counsel.  The Debtor disclosed $38,220,048
in assets and $82,873,548 in liabilities as of the Chapter 11
filing.  Judge D. Michael Lynn presides over the case.


WEST 380: Court Okays Quilling Selander as Committee's Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
Case of West 380 Family Care Facility, d/b/a North Texas Community
Hospital and Doctors' Hospital sought and obtained court
permission to employ Quilling, Selander, Lownds, Winslett & Moser,
P.C., as counsel nunc pro tunc to November 16, 2012.

The firm will be:

   a) consulting with the Debtor's professionals or
      representatives concerning the administration of the case;

   b) preparing and reviewing pleadings, motions and
      correspondence;

   c) appearing at and being involved in proceedings before the
      Court;

   d) providing legal counsel to the Committee in its
      investigation of the acts, conduct, assets, liabilities, and
      financial condition of the Debtor, the operation of the
      Debtor's business, and any other matters relevant to the
      case;

   e) analyzing the Debtor's proposed use of cash collateral and
      debtor-in-possession financing;

   f) advising the Committee with respect to its rights, duties
      and powers in the case;

   g) assisting the Committee in analyzing the claims of the
      Debtor's creditors and in negotiating with those creditors;

   h) assisting the Committee in its analysis of and negotiations
      with the Debtor or any third party concerning matters
      related to, among other things, the terms of a sale, plan of
      reorganization and other conclusion of the case;

   i) assisting and advising the Committee as to its
      communications to the general creditor body regarding
      significant matters in the case;

   j) assisting the Committee in determining a course of action
      that best serves the interests of the unsecured creditors;
      and

   k) performing other legal services as may be required under the
      circumstances of the case and are deemed to be in the
      interests of the Committee in accordance with the
      Committee's powers and duties as set forth in the Bankruptcy
      Code.

The principal attorneys assigned to represent the Committee and
their hourly rates are:

       Professional         Rate Per Hour    Standard Houly Rate
       ------------         -------------    -------------------
       William L. Medford      $350                 $395
       Derek Bragg             $185                 $185

Other attorneys and paralegals will render services to the
Committee as needed.  The firm's hourly rates range:

       Shareholders                   $300 to $475
       Associates                     $165 to $275
       Legal Assistants/Paralegals     $85 to $175

The firm has agreed to a blended hourly rate cap of $300.

The firm attests that it represents no interests adverse to the
Debtor's estate, any other entity in connection with the case, and
are "disinterested persons" within the meaning of 11 U.S.C.
Section 101(14).

                          About West 380

Bridgeport, Texas-based West 380 Family Care Facility, doing
business as North Texas Community Hospital, opened in August 2008
and operates in a 99,000 square-feet two-story building on 19
acres of land.  The hospital has 36 beds and 57 doctors on staff.
There are 200 employees constituting 130 full time equivalent
employees.

West 380 filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
12-46274) on Nov. 8, 2012.  Andrew G. Edson, Esq., Duane J.
Brescia, Esq., and Stephen A. Roberts, Esq., at Strasburger &
Price LLP serve as its counsel.  The Debtor disclosed $38,220,048
in assets and $82,873,548 in liabilities as of the Chapter 11
filing.  Judge D. Michael Lynn presides over the case.


WEST 380: Court Okays Litzler Segner as Committee's Accountants
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
Case of West 380 Family Care Facility, d/b/a North Texas Community
Hospital and Doctors' Hospital sought and obtained court
permission to employ the firm of Litzler, Segner, Shaw, and
McKenney, LLC, as accountants for the Committee, nunc pro tunc as
of December 12, 2012.

On November 16, 2012, the Office of the United States Trustee for
the Northern District of Texas, Fort Worth Division appointed
three creditors to serve on the Committee: RN Demand, Inc., City
of Bridgeport, and Winnie Charlene Blaylock.

The firm will be called upon to render include, but will not be
limited to:

   a) analyzing the existence and extent of avoidable preferences
      pursuant to 11 U.S.C. Section 547; and

   b) performing other services as may be required under the
      circumstances of the Case and are deemed to be in the
      interests of the Committee in accordance with the
      Committee's powers and duties as set forth in the Bankruptcy
      Code.

The Committee proposes to pay LSS&M reasonable fees and expenses
upon submission and Court approval of fee applications supported
by statements to the Court, the United States Trustee, and any
parties-in-interest in the case.  LSSM has agreed to cap its fees
with regarding to the preference analysis at $10,000.

To the best of its knowledge, LSS&M represents no interests
adverse to the Debtor's estate, any other entity in connection
with the case, and are "disinterested persons" within the meaning
of 11 U.S.C. Section 101(14).

                          About West 380

Bridgeport, Texas-based West 380 Family Care Facility, doing
business as North Texas Community Hospital, opened in August 2008
and operates in a 99,000 square-feet two-story building on 19
acres of land.  The hospital has 36 beds and 57 doctors on staff.
There are 200 employees constituting 130 full time equivalent
employees.

West 380 filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
12-46274) on Nov. 8, 2012.  Andrew G. Edson, Esq., Duane J.
Brescia, Esq., and Stephen A. Roberts, Esq., at Strasburger &
Price LLP serve as its counsel.  The Debtor disclosed $38,220,048
in assets and $82,873,548 in liabilities as of the Chapter 11
filing.  Judge D. Michael Lynn presides over the case.


WIZARD WORLD: Incurs $1.02-Mil. Net Loss in 2012
------------------------------------------------
Wizard World, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.02 million on $6.74 million of convention revenue for the year
ended Dec. 31, 2012, as compared with a net loss of $2.01 million
on $3.78 million of convention revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $2.27 million
in total assets, $6.03 million in total liabilities and a $3.75
million total stockholders' deficit.

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

                        http://is.gd/39xNf4

                         About Wizard World

Based in New York, N.Y., Wizard World, Inc., is a producer of pop
culture and multimedia conventions ("Comic Cons") across North
America that markets movies, TV shows, video games, technology,
toys, social networking/gaming platforms, comic books and graphic
novels.  These Comic Cons provide sales, marketing, promotions,
public relations, advertising and sponsorship opportunities for
entertainment companies, toy companies, gaming companies,
publishing companies, marketers, corporate sponsors and retailers.


WM SIX FORKS: Got Final Okay to Hire Wellington & Abacus in Dec.
----------------------------------------------------------------
WM Six Forks, LLC, obtained final court approval to employ
Wellington and Abacus as property managers for the Debtor until
further court order.

The Debtor is authorized to pay the 1.3% monthly management fee
owed to Wellington for property management services.  The Debtor
is authorized to pay the 2.7% monthly management fee owed to
Abacus for property management services. The Debtor also is
authorized to make payments to Abacus to fund the payroll
expense for the employees of Abacus that provide on-site
management services to the Debtor.

No further payments to Abacus or Wellington shall be made by
the Debtor from the cash collateral of Lenox Mortgage XVII LLC.

Wellington is authorized to provide additional services as may be
requested by Bankruptcy Counsel and the Debtor from time to time
and in the interests of the Debtor:

   (i) assist in the preparation of all necessary schedules,
       statement of financial affairs, reports, budgets, a
       disclosure statement, and a plan,

  (ii) perform other financial and accounting services as
       necessary, and

(iii) prepare for and provide testimony at any hearings
       conducted in the proceeding.

                        About WM Six Forks

WM Six Forks LLC is the owner of an apartment and retail/office
complex in Raleigh, North Carolina, known as Manor Six Forks,
which opened in March 2010.  The property includes 298 residential
apartments and roughly 14,000 square feet of retail/office space
on the ground floor.  As of the bankruptcy filing date, all the
retail/office space is vacant and roughly 95% of the residential
apartments are subject to existing leases.

WM Six Forks filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
12-05854) on Aug. 12, 2012.  The Debtor said in court papers the
Manor is valued at $32.54 million.  The Debtor also owns a 15.15-
acre property, the value of which is not yet determined.  The
Debtors' property serves as collateral to a $39 million debt to
Lenox Mortgage XVI, LLC.  A copy of the schedules filed together
with the petition is available at http://bankrupt.com/misc/nceb12-
05854.pdf

Bankruptcy Judge J. Rich Leonard oversees the case.  The Debtor
hired Northen Blue, LLP as counsel.  The petition was signed by
William G. Garner, manager of WM6F Completion & Performance
Assoc., LLC.  Dawn Barnes has been assigned as case manager.

The Bankruptcy Administrator for the Eastern District of North
Carolina Bankruptcy notified that it was unable to form a
creditors committee in the Chapter 11 case of WM Six Forks, LLC.

Judge J. Rich Leonard of the U.S. Bankruptcy Court for the
Eastern District of North Carolina, Raleigh Division, confirmed on
Feb. 15, 2013, WM Six Forks, LLC's Plan of Liquidation.


WORLD SURVEILLANCE: Acquires Defense Contractor Lighter Than Air
----------------------------------------------------------------
World Surveillance Group Inc. has completed the acquisition of
Lighter Than Air Systems Corp.  LTAS is expected to continue to
generate revenues based on a robust pipeline in the surveillance
and security sector.  The acquisition will immediately provide
technical and operational support to WSGI for the recently awarded
contract from the U.S. Department of Defense for a set of Blimp in
a BoxTM aerostat systems.  The purchase price paid by WSGI for
LTAS consists of: $250,000 in cash, payable 30 days after the
closing of the acquisition, 25,000,000 shares of the Company's
common stock, and an earn-out equal to varying percentages of
gross revenues based on the level of revenue from contracts with
an identified group of potential customers.

Formed in 2009, LTAS develops and sells advanced surveillance
solutions including aerial and land based systems to U.S. and
international governments and commercial customers.  Currently
fielded LTAS systems include advanced tactical aerostat systems
and various land based systems using telescoping and pneumatic
masts and poles.  LTAS is currently providing systems for various
government evaluation programs intent on supporting the warfighter
and improving their field capabilities.

WSGI President and CEO, Glenn Estrella, stated "We are confident
the acquisition of LTAS will improve our position as a leader in
the tactical aerostat market and allow us to further enhance our
Blimp in a Box aerostat system.  The acquisition is another
significant step in the Company's overall strategic plan, and for
the first time, WSGI will have in-house technical expertise and
operational capabilities.  We are focused on the revenue
generation potential of the combined company given LTAS' existing
government and commercial customer relationships and new product
offerings.  Furthermore, with the integration of our subsidiary
Global Telesat's satellite based capabilities, we can aggressively
market our tactical surveillance systems to the growing global
customer base demanding low cost, persistent ISR."

LTAS will operate as a wholly owned subsidiary of WSGI and retain
its staff and office in Jacksonville, FL.

Additional information can be obtained for free at:

                         http://is.gd/v8HOFt

                      About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

The Company reported a net loss of $1.12 million in 2011, compared
with a net loss of $9.79 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.75 million in total assets, $16.01 million in total liabilities
and a $13.26 million total stockholders' deficit.

                         Bankruptcy Warning

The Company's indebtedness at Sept. 30, 2012, was $16,003,618.  A
portion of those indebtedness reflects judicial judgments against
the Company that could result in liens being placed on the
Company's bank accounts or assets.  The Company is reviewing its
ability to reduce this debt level due to the age or settlement of
certain payables but the Company may not be able to do so.  This
level of indebtedness could, among other things:

     * make it difficult for the Company to make payments on this
       debt and other obligations;

     * make it difficult for the Company to obtain future
       financing;

     * require the Company to redirect significant amounts of cash
       from operations to servicing the debt;

     * require the Company to take measures such as the reduction
       in scale of the Company's operations that might hurt the
       Company's future performance in order to satisfy its debt
       obligations; and

     * make the Company more vulnerable to bankruptcy or an
       unwanted acquisition on terms unsatisfactory to the
       Company.

After auditing the 2011 results, Rosen Seymour Shapss Martin &
Company LLP, in New York, expressed substantial doubt about World
Surveillance's ability to continue as a going concern.  The
independent auditors noted that the Company has experienced
significant losses and negative cash flows, resulting in decreased
capital and increased accumulated deficits.


WOUND MANAGEMENT: Delays Form 10-K for 2012
-------------------------------------------
Wound Management Technologies, Inc., was unable to file, without
unreasonable effort and expense, its annual report on Form 10-K
for the year ended Dec. 31, 2012, because management requires
additional time to compile and verify the data required to be
included in the report.  It is anticipated that the Company's
Annual Report on Form 10-K will be filed on or before the
fifteenth calendar day following the prescribed due date.

                       About Wound Management

Fort Worth, Texas-based Wound Management Technologies, Inc.,
markets and sells the patented CellerateRX(R) product in the
expanding advanced wound care market; particularly with respect to
diabetic wound applications.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, expressed
substantial doubt about Wound Management'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 substantial losses and has a working capital
deficit.

The Company's balance sheet at Sept. 30, 2012, showed $2.76
million in total assets, $6.36 million in total liabilities and a
$3.60 million deficit.


* Fitch Says Lower U.S. Bankruptcy Filings Positive for CC ABS
--------------------------------------------------------------
Ongoing declines in U.S. personal bankruptcy filings remain
positive for credit card ABS collateral. Following two consecutive
year-over-year declines for 2011 and 2012, bankruptcy filings
dropped further in the first quarter, ending 13.2% lower versus
last year. This figure is running well below our initial 2013
expectations, which call for a 6.0%-7.0% full-year decline. Credit
card delinquencies and chargeoffs fell dramatically last year and
held low throughout the first three months of 2013, with overall
losses dipping below 4.0% to start off this year and delinquencies
running 26.0% below 2012 rates.

The continued decline in bankruptcy filings is attributable to
ongoing improvements in U.S. consumer credit quality, including
fewer initial jobless claims as well as a slowly downward trending
unemployment rate. Improvements in filings will continue should
consumer behavior remain disciplined. This will also depend on the
sustainability of banks to remain careful in their underwriting
standards. However, we believe that loosening of these standards
has already begun, so the pace of improvement should begin to
level off later this year.

Consumer credit, led by auto and student loans, trended up for the
18th straight month in March and has increased at an 8% clip year
over year during the past five months. Revolving credit, which is
driven primarily by credit card usage, has been relatively steady
hovering at the $850 million mark. This was a slight increase over
the $847.46 million recorded in January. Most recently, hiring was
much slower than expected in March, with the economy adding fewer
than 90,000 jobs released on Friday. However, the unemployment
rate fell to 7.6% as more people dropped out of the workforce
calculation.


* Fitch Says Event Risk Will Continue to Plague IG Investors
------------------------------------------------------------
According to Fitch Ratings' U.S. Media & Entertainment Event Risk
Dashboards special report, changes in financial policy rank as the
greatest event risk plaguing investment grade (IG) investors.
The Event Risk Dashboard special report lays out a series of event
risk categories and Fitch's opinion of the relative risk
associated with each category for each of Fitch's rated U.S. media
and entertainment issuers. As with any event risk, material
changes in a company's financial or business position or events
(such as judgments or changes in regulation) that increase risk to
bondholders will likely lead to negative rating actions.

Fitch believes that the issuers under Fitch's coverage are
committed to their current ratings. However, actions, such as Dun
& Bradstreet's willingness to increase leverage to fund
accelerated share repurchases in 2012, demonstrate the type of
event risk that can impact ratings.

For example, within individual event risk categories, Fitch notes
that the concentrated ownership/voting control in many media
issuers, such as CBS, Viacom, Liberty Interactive and Nielsen
Company, drives Fitch's ranking of corporate governance-related
event risk as high.


* Moody's Says Global Default Rate Dips to 2.4% in 1st Quarter
--------------------------------------------------------------
The trailing 12-month global speculative-grade corporate default
rate finished the first quarter of 2013 at 2.4%, down from 2.8% at
the end of 2012, Moody's Investors Service says in its monthly
default report. The latest reading came in close to Moody's year-
ago forecast of 2.8%, when the global default rate stood at 2.6%.

In the US, the speculative-grade default rate ended the first
quarter at 2.9%, down from 3.4% in the previous quarter. A year
ago the US default rate was 2.9%. In Europe, the default rate
edged lower, to 1.8%, in the first quarter from 2.0% the prior
quarter. A year ago the European rate was 3.3%.

Based on its forecasting model, Moody's now expects the global
speculative-grade default rate to edge higher, to end 2013 at
2.8%. By region, the comparable rates are expected to fall to 2.6%
in the US and rise to 4.0% in Europe.

"The global default rate has been remarkably steady over the past
year," notes Albert Metz, Managing Director of Moody's Credit
Policy Research. "With a combination of accommodative monetary
policy and weak fundamental growth, we expect this to continue for
the rest of the year."

A total of 20 Moody's-rated corporate debt issuers have defaulted
so far this year, of which nine were recorded in March. In the
first quarter of 2012, 24 companies defaulted, 14 of which were in
March.

By dollar volume, the global speculative-grade bond default rate
closed the quarter at 1.2%, down from 1.8% the previous quarter.
This time last year, the global dollar-weighted default rate was
1.7%.

In the US, the dollar-weighted speculative-grade bond default rate
ended the first quarter at 1.3%, compared with 1.7% in the prior
quarter and 1.5% a year ago. In Europe, the dollar-weighted
speculative-grade bond default rate fell from 2.3% in the last
quarter of 2012 to 0.9% in the first quarter of this year. Last
year, the European speculative-grade bond default rate stood at
2.4%.

Across industries over the coming year, Moody's expects default
rates to be highest in the Media: Advertising, Printing &
Publishing sector in the US and the Hotel, Gaming & Leisure sector
in Europe.

Moody's global distressed index arrived at 8.8% at the end of the
first quarter, down from 14.1% in the previous quarter and 17.2%
in the same period last year. The distressed index is a measure of
the percentage of high-yield issuers whose debt is trading at
distressed levels.

In the leveraged loan market, eight Moody's-rated issuers
defaulted on their loans in the first quarter, and all were from
the US. Of these, five were recorded in March and four were from
the one corporate family, Dex One Corp. Last year, there were 12
loan defaults in the first quarter. The trailing 12-month US
leveraged loan default rate ended the first quarter at 2.8%, down
from 3.1% in the prior quarter. A year ago, the loan default rate
stood at 2.3%.


* Moody's Says Medicare Reductions Challenge NFT Hospitals
----------------------------------------------------------
The two percent reduction in annual Medicare reimbursement rates
mandated by federal sequestration over the next ten years will
make an already challenging operating environment for not-for-
profit hospitals even more difficult, says Moody's Investors
Service in a new report.

"Many not-for-profit hospitals are already facing low revenue
growth from both governmental and private insurance payers, and
new Medicare cuts will exacerbate these problems," says Sarah
Vennekotter, the Moody's Assistant Vice President and Analyst who
wrote "The Sequester Series: Medicare Reductions Present New
Headwinds for Not-for-Profit Hospitals."

The Centers for Medicare and Medicaid Services estimates the cuts
will lower revenues of hospitals, physicians, and other healthcare
providers by a total of $11 billion in 2013.

Most vulnerable to the cuts are hospitals that have an outsized
reliance on Medicare reimbursements, especially those which have
not yet budgeted for the cuts or made commensurate adjustments to
expenditures.

The report lists the 15 hospitals that Moody's considers most
exposed to Medicare.

Moody's notes that it does not intend to take immediate rating
action on these hospitals but will monitor the credit impact of
the cuts over time.

Sequestration could also have an indirect impact on hospitals
through slowing economic growth, leading to admission declines and
deterioration of the mix of payers as individuals lose their
employer-based commercial insurance coverage.

Moody's also expects cuts to federal healthcare funding to persist
after sequestration as federal debt reduction becomes a priority,
an important consideration in Moody's negative outlook for the
not-for-profit healthcare sector.


* Junk-Bond Default Rates Shrink Worldwide in First Quarter
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that defaults on junk-rated debt declined in the first
quarter in the U.S. and around the world.

Worldwide, the junk default rate finished the quarter at 2.4%,
down from 2.8% at Dec. 31 and 2.8% a year ago, according to a
report from Moody's Investors Service.  In the U.S., the quarter-
ending junk default rate was 2.9%, compared with 3.4% in December
and 2.9% one year ago.

In the first quarter the year, there were 20 defaults, compared
with 24 in the first quarter of 2012.  The measured defaults are
those where Moody's rated the debt.  Moody's predicts the
worldwide default rate will end 2013 at 2.8%, while the default
rate will be 2.6% at the year's end in the U.S.

When it comes to junk debt trading at so-called distressed rates,
Moody's index at the quarter's end was 8.8%, a decline from 14.1%
at the end of 2012 and 17.2% a year ago.

Bonds are considered distressed if the yield is 10 percentage
points more than comparable U.S. Treasury obligations.


* Supreme Court to Decide Next Year on Waiver of Stern Rights
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court has an opportunity to decide
in the next year whether the constitutional right for a lawsuit to
be decided by a life-tenured federal district judge can be waived.

The report recounts that in December, the U.S. Court of Appeals in
San Francisco ruled in Executive Benefits Insurance Agency v.
Arkinson that the right to have a final decision from a district
judge can be waived.  Last week, the insurance agency filed papers
asking the Supreme Court for permission to appeal.

The report recounts that the San Francisco court used Executive
Benefits to decide one of the questions left unanswered in a 2011
opinion from the Supreme Court in Stern v. Marshall.  The Stern
ruling said that only a life-tenured federal district judge can
make a final ruling on certain types of state-law claims.  In such
situations, a bankruptcy judge is limited to issuing proposed
rulings that can be accepted or rejected in district court without
giving any deference to how the bankruptcy judge ruled.

The report notes that there is a disagreement among the federal
courts of appeal over whether so-called Stern rights can be
waived.  The circuit court in Cincinnati reached the opposite
conclusion in October, saying the right to a final decision in
district court can't be waived.

The Supreme Court may decide by late June whether to grant an
appeal that would be heard in the term that begins in October.  If
the court asks the U.S. Solicitor General for an opinion on
whether the case should be heard, the decision on granting an
appeal isn't likely to come down by June, when the current term
ends.

The case is Executive Benefits Insurance Agency v. Arkinson,
12-1200, U.S. Supreme Court (Washington). The intermediate appeals
court case was Executive Benefits Insurance Agency v. Arkinson (In
re Bellingham Insurance Agency Inc.), 11-35162, U.S. Court of
Appeals for the Ninth Circuit (San Francisco).


* CFPB Says Four Insurers Made Kickbacks to Mortgage Lenders
------------------------------------------------------------
Peter Eavis, writing for The New York Times' DealBook, reported
that a federal regulator set up after the financial crisis to
protect consumers announced enforcement actions against four
insurance companies on Thursday, asserting that the firms paid
kickbacks to mortgage lenders for more than 10 years.

The DealBook related that the accusations of the regulator, the
Consumer Financial Protection Bureau, focus on mortgage insurance,
a product that many borrowers were required to purchase if they
didn't make a sizable down payment when buying a house. The bureau
claims that, because of the kickbacks, home buyers may have had to
pay more for the mortgage insurance. The arrangements examined by
the agency were the latest example of how murky insurance
transactions could be used to cover up payments of questionable
intent.

"Illegal kickbacks distort markets and can inflate the financial
burden of home ownership for consumers," Richard Cordray, the
bureau's director, said in a statement, according to the DealBook.
"We believe these mortgage insurance companies funneled millions
of dollars to mortgage lenders for well over a decade."

The DealBook said settlements with the four firms require that
they pay a combined $15 million in penalties. The companies are
the Genworth Mortgage Insurance Corporation, the Mortgage Guaranty
Insurance Corporation, Radian Guaranty and the United Guaranty
Corporation, a subsidiary of the American International Group.


* Wells Fargo Criticized on Pace of Mortgage Relief
---------------------------------------------------
Shayndi Raice, writing for The Wall Street Journal, reported that
New York's top prosecutor is raising concerns about the pace of
relief provided to the state's mortgage borrowers by Wells Fargo &
Co. under a landmark $25 billion settlement, in the latest sign of
dissatisfaction with the foreclosure-related legal remedies agreed
to by banks and state and federal officials.

"We are concerned that Wells Fargo is underperforming compared to
other banks," said Attorney General Eric Schneiderman, according
to WSJ. "By identifying this pattern early, there is still time to
address this issue and increase activity so that Wells's customers
will be afforded meaningful assistance to keep their homes."

A spokeswoman for Wells Fargo told WSJ that the "geographic
distribution of Wells Fargo's consumer relief and refinance
activities is consistent with the distribution of our portfolio
and also reflects the fact that the financial commitments under
the settlement are focused on borrowers" whose mortgage
obligations exceed the market value of their homes.

Negative equity refers to borrowers whose mortgage obligations
exceed the market value of their homes, WSJ noted.

WSJ said New York has so far received $1.8 billion in relief under
the February 2012 settlement from various banks, according to Mr.
Schneiderman's office. Every dollar of relief doesn't translate
directly into a dollar awarded under the settlement. Instead,
different types of relief are assigned credits that then translate
into dollar figures.


* Banks Say Stricter Securitization Rules May Hurt Lending
----------------------------------------------------------
Liam Vaughan, writing for Bloomberg News, reported that banks are
lobbying against international plans to tighten rules on
securitization claiming they will tie up capital and starve the
economy of credit.

Credit Suisse Group AG (CSGN), BNP Paribas SA (BNP) and Deutsche
Bank AG are among lenders that have written to the Basel Committee
on Banking Supervision in Switzerland to voice concern about
reforms to be implemented from 2014, according to the Bloomberg
report.  In a securitization, banks re-package assets, usually
loans, and sell them in slices to outside investors.

Bloomberg said regulators are overhauling the rules after the
widespread use of the technique in the U.S. mortgage market
contributed to the financial crisis by spreading risk from lenders
to the so- called shadow banking sector. The firms say the plans,
which will force banks to hold more capital against any tranche
they keep, would make transactions prohibitively expensive.

"The imposition of rules that serve to materially increase the
capital requirements of securitizations could have the unintended
consequence of creating disincentives for banks to be active in
the securitization markets," Rudolf Bless, Credit Suisse's deputy
chief financial officer, and Brian Chin, head of securitized
products, wrote in a letter to the Basel group published this
month, Bloomberg related. That could undermine "credit supply and
overall liquidity of the global economy," they wrote.


* PE Cos. Aren't Businesses Under ERISA, 1st Circ. Hears
--------------------------------------------------------
Kaitlin Ugolik of BankruptcyLaw360 reported that Sun Capital
Partners on Wednesday asked the First Circuit to affirm that it is
not responsible for $4.5 million in withdrawal liability to a New
England pension fund group on behalf of a bankrupt portfolio
company, saying investment firms are not considered trades or
businesses under ERISA.

The report related that a Massachusetts federal judge ruled in
October that Sun Capital was exempt form the liability because it
is not a trade or business under the Employee Retirement Income
Security Act, and therefore was not responsible for picking up the
pension liabilities of bankrupt companies.


* Alex Stevenson Joins Lincoln Int'l as Managing Director
---------------------------------------------------------
Lincoln International on April 8 disclosed that Alexander W.
Stevenson has joined the firm as a Managing Director in the
Restructuring and Special Situations Group.  He will be based in
Lincoln International's Los Angeles office.

Mr. Stevenson joins Lincoln International from FocalPoint
Securities, where he led the restructuring and special situations
practice.  Prior to his time at FocalPoint Securities, he was a
Managing Director at Ernst & Young Corporate Finance where he was
a senior member of the restructuring practice.

Mr. Stevenson has seventeen years of experience advising
companies, creditors and other stakeholders in a variety of
distressed and special situations involving the resolution of
approximately $16 billion of financial obligations.  Advising
clients from both public and private companies, hedge funds,
lender groups, committees and buyers of distressed assets,
Mr. Stevenson's deep industry experience includes distressed M&A,
amendments, waivers, debt for equity conversions, plans of
reorganization and Chapter 11 processes.

Jim Lawson, Chairman of Lincoln International, commented, "We are
committed to building the leading restructuring and special
situations capability in the middle-market.  Regardless of the
volume in the restructuring market, when you have the opportunity
to hire a banker of Alex's caliber, you take it."

Rob Barr, Lincoln International's CEO North America added, "Alex's
capabilities in restructuring advisory services heartily
supplement the already established expertise Lincoln has in the
field.  As we continue through the economic cycle, Alex will be a
strong asset to our firm and many of Lincoln's clients will
benefit from Alex's perspective and advice."

Mr. Stevenson will be teaming up with Joe Radecki, Managing
Director and Head of Lincoln International's Restructuring and
Special Situations Group, based in New York.  Mr. Radecki, who
joined Lincoln International in 2009 to lead the firm's
restructuring practice, has worked to establish Lincoln
International as a leader in middle-market restructuring advisory.
Mr. Radecki said, "Alex brings a very synergistic set of contacts
and experiences to the restructuring team. I look forward to
having a colleague of his experience and working with him
closely."

With the joining of Mr. Stevenson, the Lincoln International Los
Angeles office now has a staff of ten people.  Chris Petrossian,
Managing Director and Head of the Los Angeles office commented,
"We continue to grow the Los Angeles office.  With thousands of
active middle-market companies and some of the nation's most vital
centers of business and commerce, the Southern California market
represents an important region of growth and demand for Lincoln
International's unique capabilities."

"I am very excited to join the Lincoln team," said Mr. Stevenson.
"The firm's industry depth, international reach, valuation
expertise and debt placement capabilities are powerful assets for
our clients in any restructuring situation and are unmatched in
the middle market."

                    About Lincoln International

Lincoln International -- http://www.lincolninternational.com--
specializes in merger and acquisition advisory services, debt
advisory services, private capital raising and restructuring
advice on mid-market transactions.  Lincoln International also
provides fairness opinions, valuations and pension advisory
services on a wide range of transaction sizes.  It has fourteen
offices in the Americas, Asia and Europe.


* Jim Mesterharm to Co-Lead AlixPartners' Turnaround Unit
---------------------------------------------------------
AlixPartners, the global business advisory firm, on April 8
disclosed that James A. "Jim" Mesterharm has been promoted to co-
lead the firm's Turnaround & Restructuring Services (TRS) unit in
the Americas.  Mr. Mesterharm, who is also a managing director at
AlixPartners, is deeply experienced in developing financial and
operating strategies for underperforming and troubled companies,
both as an advisor and a C-level interim manager.  He is currently
serving as chief restructuring officer (CRO) of Eastman Kodak Co.

Said Fred Crawford, CEO of AlixPartners: "Jim is not only one of
the finest turnaround and restructuring professionals in the
world, he's also someone who personifies AlixPartners' core
values, starting with the importance of results-oriented client
service.  As our firm continues to grow and evolve, I know that
Jim, along with our fellow Americas TRS leader, Lisa Donahue, will
take a unit that is already the gold standard of the industry to
even higher levels."

Throughout his 17-year career at AlixPartners, Mesterharm has had
extensive experience in a variety of industries.  His roles have
included:

-- General Growth Properties Inc., where he served as
restructuring advisor to one of the leading REITs in the shopping-
mall industry, with more than 200 properties and $27 billion in
debt;

-- Tekni-Plex Inc., where, as CRO, he led the out-of-court
restructuring and day-to-day operations of this leading
manufacturer of garden products, food and medical packaging;

-- A leading manufacturer of plastic packaging, where, as chief
operating officer, he led an out-of-court restructuring and ran
day-to-day operations, resulting in a nearly 50% improvement in
EBITDA on a year-over-year basis;

-- Silicon Graphics Inc., where he led a team that implemented
sweeping cost-reduction initiatives, which generated more than
$130 million in savings, secured incremental financing and
negotiated a pre-arranged bankruptcy -- allowing the company to
emerge from bankruptcy in five months;.

-- Parmalat USA Corp., where, as CRO, he led the company's day-to-
day operations and its successful restructuring efforts;

-- Zenith Electronics Corp., where he served as an advisor helping
Korean giant LG Electronics take Zenith private through a pre-
packaged restructuring;

-- Safety-Kleen Corp., where he also served as lead restructuring
advisor in that company's restructuring.

Mr. Mesterharm holds a MBA in finance, strategy and organizational
behavior from Northwestern University's Kellogg School of
Management, and holds a bachelor's degree in accounting and
management from Purdue University.  He was named by Turnarounds &
Workouts in 2005 to its "People to Watch, Business Professionals
Making Their Mark" list and has been a guest lecturer on
restructuring topics at the Kellogg School.  Mr. Mesterharm
resides with his family in the Chicago area.

                        About AlixPartners

AlixPartners, LLP -- http://www.alixpartners.com-- is a global
business-advisory firm offering comprehensive services in four
major areas: enterprise improvement, turnaround and restructuring,
financial-advisory services and information-management services.
Founded in 1981, the firm has offices around the world.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***