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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

              Monday, May 27, 2013, Vol. 17, No. 145

                            Headlines

250 AZ: Court Extends Cash Collateral Use Until June 30
56 WALKER: Section 341(a) Meeting Scheduled on July 11
ACASTI PHARMA: Incurs C$6.9-Mil. Net Loss in Year Ended Feb. 28
ADCARE HEALTH: Gets NYSE MKT Listing Non-Compliance Notice
AFFYMAX INC: Terminates Employment of CEO

ALLEGHENY COUNTY: Fitch Affirms 'CCC' Rating on Revenue Bonds
ALACHUA DEVELOPMENT: Voluntary Chapter 11 Case Summary
AMERICAN MANAGED: "Concha" Class Suit Stayed Due to Bankr. Filing
AMERICAS DIAMOND: Incurs $99.6K Net Loss in Year Ended Jan. 31
AMERIGO ENERGY: Incurs $38,458 Net Loss in First Quarter

ARAMARK CORP: Moody's Assigns 'B1' Corp. Family Rating
ATP OIL: Scott+Scott Law Firm Files Class Action in Louisiana
AUSTRALIAN-CANADIAN OIL: Incurs $364K Net Loss in 2012
BERLEY ASSOCIATES: Transfer of Asset to Eckert Is Fraudulent
BLUE SPRINGS: DS and Plan Confirmation Hearing Set for June 5

BOREAL WATER: Delays Form 10-Q for First Quarter
CANDY INTERMEDIATE: High Leverage Prompts Moody's Rating Cuts
CANYONS LLC: Case Summary & 16 Largest Unsecured Creditors
CASH STORE: Trading of Securities Suspended
CASPIAN SERVICES: Incurs $2.7 Million Net Loss in First Quarter

CD INTERNATIONAL: Incurs $1.7-Mil. Net Loss in Fiscal Q2
CENTURY PLAZA: Has Court OK to Use Cash Collateral Until July 31
CHINA LOGISTICS: Reports $185K Net Income in 1st Quarter
CODA HOLDINGS: Bankruptcy Hits UQM Fiscal 2013 Operating Results
CHINA SHEN: Gets NYSE MKT Listing Non-Compliance Notice

COOPER-BOOTH: Meeting to Form Creditors' Panel Set for May 31
DALLAS ROADSTER: Taps Sanders O'Hanlon as Special Counsel
DATAJACK INC: Delays Form 10-Q for First Quarter
DAYTOP VILLAGE: Court Okays Restructuring Plan; Exits Chapter 11
DESARROLLADORA HOMEX: Mancera S.C. Raises Going Concern Doubt

DEWEY & LEBOEUF: Diamond McCarthy Replaces Togut as Trustee Atty.
EASTMAN KODAK: Asks Court to Approve Disclosure Statement
EDENOR SA: Incurs AR$510.4 Million Net Loss in First Quarter
ELCOM HOTEL: Court Extends Plan Filing Period Until July 31
ELEPHANT TALK: Gets NYSE MKT Listing Non-Compliance Notice

ERF WIRELESS: Delays Form 10-Q for First Quarter
ESP RESOURCES: Incurs $1.3 Million Net Loss in First Quarter
FIBERTOWER CORP: To Sell Telecommunications Equipment
FLUX POWER: Amends First Quarter Form 10-Q to Add Exhibit
FR 160: June 12 Hearing on Confirmation of Plan of Reorganization

GATEHOUSE MEDIA: Bank Debt Trades at 62.65% Discount
GORDIAN MEDICAL: Wants Plan Filing Period Extended to Aug. 24
GASCO ENERGY: Incurs $1.7 Million Net Loss in First Quarter
GREENHUNTER RESOURCES: Gets NYSE MKT Listing Non-Compliance Notice
HIGHWAY TECHNOLOGIES: Meeting to Form Creditors' Panel on May 30

HORIYOSHI WORLDWIDE: Delays Form 10-Q for First Quarter
ICP NORTHWEST: Case Summary & 20 Largest Unsecured Creditors
IN PLAY: Wants to Hire Allen & Vellone as Counsel
IN PLAY: Taps Valerie Pearson as Accountant
INSPIRATION BIOPHARMA: Cash Collateral Use Extended Until June 5

INVENTORS CAPITAL: June 11 Hearing on Confirmation of Ch. 11 Plan
IOWORLDMEDIA INC: Incurs $232,000 Net Loss in First Quarter
KIDSPEACE CORP: Meeting to Form Creditors' Panel on May 30
LAKELAND INDUSTRIES: Warren Averett LLC Raises Going Concern Doubt
LEAGUE NOW: Incurs $56,800 Net Loss in First Quarter

LEO MOTORS: Delays Form 10-Q for First Quarter
MACDERMID INC: Moody's Rates New Revolver 'Ba3' & Keeps 'B2' CFR
MF GLOBAL: Signs Agreements to Settle Claims of BofA, et al.
MMRGLOBAL INC: Had $1.5 Million Net Loss in First Quarter
MODERN PRECAST: May 30 Hearing on Confirmation of Liquidation Plan

MODERN PRECAST: Can Use M&T Bank's Cash Collateral Until June 30
MODERN PRECAST: Court Approves Grim Biehn as Collections Counsel
MUNDY RANCH: Plan Takes Backseat Over Conversion, Trustee Bids
NETWORK CN: Delays Form 10-Q for First Quarter
NEWLAND INT'L: Chap. 11 Filing Cues Moody's to Withdraw Ratings

NORTEL NETWORKS: Has Permit to Hire Mergis to Provide CFO, etc.
NORTHWEST PARTNERS: Fannie Mae Seeks Turn Over of Cash Collateral
OPENLINK INT'L: Moody's Cuts CFR to B3 on Bleak 2013 Expectations
ORAGENICS INC: Incurs $1.6 Million Net Loss in First Quarter
OTELCO INC: Completes Balance Sheet Restructuring; Exits Ch. 11

PABELLON DE LA VICTORIA: Has Until June 15 to File Plan
PACIFIC GOLD: Incurs $220,800 Net Loss in First Quarter
PATRICIA MILLARD: Chapter 15 Case Summary
PETRON ENERGY II: Incurs $384K Net Loss in First Quarter
PHILIP MILTON: Facing Penalties for Operating $28.4MM Ponzi Scheme

PITTSBURGH CORNING: Bankruptcy Court Confirms Reorganization Plan
PLANDAI BIOTECHNOLOGY: Delays Form 10-Q for First Quarter
POSITIVEID CORP: Delays Q1 Form 10-Q for Auditor's Review
POSITRON CORP: Delays Form 10-Q for First Quarter
PRECISION OPTICS: Incurs $350,000 Net Loss in March 31 Qtr.

PRESIDENTIAL REALTY: Incurs $542,000 Net Loss in First Quarter
PRESSURE BIOSCIENCES: Delays Q1 Form 10-Q for Lack of Staff
PRM REALTY GROUP: Plan of Reorganization Declared Effective
PURADYN FILTER: Had $574,000 Revenue in First Quarter
QUICK-MED TECHNOLOGIES: Delays Form 10-Q for First Quarter

RACKWISE INC: Delays Q1 Form 10-Q for Analyses
RAPID AMERICAN: Wants to Hire BST Advisors as Tax Accountant
REEVES DEVELOPMENT: Plan Outline Hearing Continued to June 20
REFLECT SCIENTIFIC: Incurs $111,000 Net Loss in First Quarter
RESIDENTIAL CAPITAL: Files Motion to Confirm Ally Plan Support

RESIDENTIAL CAPITAL: Ally Turns New Page Following Settlement
REVEL AC: Committee Can Retain Polsinelli PC as Counsel
RICHFIELD EQUITIES: Green Energy Confirmed Sole Bidder for Assets
ROTECH HEALTHCARE: Sec. 341(a) Meeting Continued to June 12
ROTECH HEALTHCARE: Has Final Authority to Use Cash Collateral

ROTECH HEALTHCARE: Critical Vendor Cap Increased to $19MM
ROTECH HEALTHCARE: Plan Outline Hearing Adjourned to June 13
ROTECH HEALTHCARE: BOD Has Authority to Hire Davis Polk as Counsel
ROTECH HEALTHCARE: Has Court Authority to Employ KPMG, Foley
SALT VERDE: Moody's Lifts Ratings to 'Ba3' Following MBIA Upgrade

SANTEON GROUP: Posts $49,600 Net Income in First Quarter
SCHOOL SPECIALTY: Bankruptcy Court Confirms Reorganization Plan
SIONIX CORP: Delays Form 10-Q for First Quarter
SILVERSUN TECHNOLOGIES: Posts $116,000 Net Income in 1st Quarter
SMART & FINAL: New Loan Amendments No Effect on Moody's Ratings

SPECIALTY PRODUCTS: DIP Facility Maturity Date Extended to June 2
STORY BUILDING: Confirmation Hearing Continued to June 20
STRADELLA INVESTMENTS: Plan Disclosures Hearing Set for Nov. 13
SUNVALLEY SOLAR: Delays Form 10-Q for First Quarter
TALON THERAPEUTICS: Incurs $17.5 Million Net Loss in 1st Quarter

TELECONNECT INC: Incurs $939,000 Net Loss in First Quarter
TONGJI HEALTHCARE: Had $90,000 Net Loss in First Quarter
TOUSA INC: Disclosure Statement Scheduled for June 20
TOUSA INC: Has Court OK to Use Cash Collateral Until Aug. 31
TRAINOR GLASS: Court Extends Plan Filing Period Until June 14

UNION AMERICA: Case Summary & 20 Largest Unsecured Creditors
UNIT CORP: Moody's Upgrades Rating on Subordinated Debt to 'B1'
UNITED EQUITABLE: A.M. BEST Affirms 'C+' Financial Strength Rating
URBAN AG. CORP: Incurs $325K Net Loss in 1st Quarter
VISCOUNT SYSTEMS: Incurs C$1.8 Million Net Loss in First Quarter

VYCOR MEDICAL: Incurs $662,600 Net Loss in First Quarter
WESTINGHOUSE SOLAR: Southridge Held 8.1% Equity Stake at May 15
WILLIAM MILLARD: Chapter 15 Case Summary
WIZARD WORLD: Posts $1.2 Million Net Income in First Quarter
WOUND MANAGEMENT: Delays Form 10-Q for First Quarter

WYNDHAM WORLDWIDE: Moody's Says New Revolver a Credit Positive
XCELL ENERGY: May 29 Hearing on Motion to Dismiss or Convert Case
YARWAY CORP: Seeks Extension of Schedules Filing Deadline
YARWAY CORP: Seeks to Employ Sidley, Cole Schotz as Counsel
YARWAY CORP: Seeks to Employ Morgan Lewis as Asbestos Counsel

YARWAY CORP: Taps Logan & Company as Administrative Advisor

* Fitch: Bolivar Devaluation Continues to Pressure U.S. Companies

* Chambers USA Names Daniel Gosband Bankruptcy/Restructuring Star
* Six Mintz Levin Bankruptcy Attorneys Featured in Chambers USA

* BOND PRICING -- For Week From May 20 to 24, 2013

                            *********

250 AZ: Court Extends Cash Collateral Use Until June 30
-------------------------------------------------------
The Hon. Eileen Hollowell of the U.S. Bankruptcy Court for the
District of Arizona has extended the operative period for the
first interim order authorizing 250 AZ, L.L.C.'s cash collateral
use through June 30, 2013.

U.S. Bank National Association, as Trustee, successor-in-interest
to Bank of America, N.A., as Trustee, successor to Wells Fargo
Bank, N.A., as Trustee for the registered holders of COBALT CMBS
Commercial Mortgage Trust 2006-C1, Commercial Mortgage Pass-
Through Certificates, Series 2006-C1, by and through CWCapital
Asset Management, LLC, solely in its capacity as Special Servicer,
the senior secured creditor, filed on April 17, 2013, a motion to
continue (i) the evidentiary hearings on valuation and adequate
protection, and (ii) the cash collateral hearing scheduled for
May 8, 2013, at 1:00 p.m. to a date in June 2013 that is mutually
convenient to the Court and the parties.

Keith C. Owens, Esq., at Venable LLP, an attorney for CWCAM, says
"CWCAM's experts are not available on these dates: June 10-13, or
June 19-21.  Any other dates in June 2013 are convenient for
CWCAM."  Mr. Owens states that the Debtor and Columbia Development
Corporation, the ground lessor, doesn't oppose CWCAM's motion.

According to Mr. Owens, the Debtor's structural engineer won't be
prepared to complete its structural engineering report until
April 25, 2013, at the earliest, which will leave CWCAM and its
experts with insufficient time to analyze the structural
engineering report, and to incorporate these findings into its own
reports.  CWCAM's counsel will also not be able to timely take
discovery or to depose witnesses prior to May 8, 2013, Mr. Owens
says.

The Court also extended the interim appointment of CBRE as
Property Manager of the Property through June 30, 2013.

CWCAM is represented by:

      VENABLE LLP
      Keith C. Owens
      Jennifer L. Nassiri
      2049 Century Park East, Suite 2100
      Los Angeles, CA 90067
      Tel: (310) 229-9900
      Fax: (310) 229-9901
      E-mail: kowens@Venable.com
              jlnassiri@Venable.com

             - and -

      QUARLES & BRADY LLP
      Lori L. Winkelman
      One Renaissance Square
      Two North Central Avenue
      Phoenix, Arizona 85004-2391
      E-mail: lori.winkelman@quarles.com

                         About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.

In its schedules, the Debtor disclosed $25 million in assets and
$70.8 million in liabilities. 250 AZ owns an 84.70818% tenant in
common interest in a 29-story office building located at 250 East
Fifth Street, in Cincinnati, Ohio.

Breen Olson & Trenton, LLP, serves as counsel to the Debtor.

The U.S. Trustee 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 company
have expressed interest in serving on a committee.


56 WALKER: Section 341(a) Meeting Scheduled on July 11
------------------------------------------------------
A meeting of creditors in the bankruptcy case of 56 Walker LLC
will be held on July 11, 2013, 3:00 p.m. at 80 Broad St., 4th
Floor, USTM.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                          About 56 Walker

56 Walker LLC, the owner of the building at 56 Walker Street in
the Tribeca section of Manhattan is back in Chapter 11 (Bankr.
S.D.N.Y. Case No. 13-11571), this time aiming for a $23 million
sale to pay off about $14 million in mortgages and $2 million in
unsecured debt.  The petition filed on May 13 was signed by Guy
Morris as managing member.  The Debtor scheduled assets of
$23,000,000 and scheduled liabilities of $15,996,104.  Judge Allan
L. Gropper presides over the case.  Delbello Donnellan Weingarten
Wise & Wiederkehr, LLP, serves as the Debtor's counsel.

The previous bankruptcy began in September 2011 and was dismissed
in August 2012 when the bankruptcy judge refused to approve a
settlement.


ACASTI PHARMA: Incurs C$6.9-Mil. Net Loss in Year Ended Feb. 28
--------------------------------------------------------------
Acasti Pharma Inc. reported a net loss of C$6.89 million on
C$724,196 of sales for the year ended Feb. 28, 2013, compared with
a net loss of C$6.50 million on C$10,415 of sales for the year
ended Feb. 29, 2012.

Acasti's balance sheet at Feb. 28, 2013, showed C$12.17 million in
total assets, C$2.45 million in total liabilities, and equity of
C$9.72 million.

"The Corporation has incurred operating losses and negative cash
flows from operations since inception.  As at Feb. 28, 2013, the
Corporation's current liabilities and expected level of expenses
in the research and development phase of its drug candidate
significantly exceed current assets.  The Corporation's
liabilities at Feb. 28, 2013, include amounts due to Neptune of
C$1,739,489.  The Corporation plans to rely on the continued
support of Neptune to pursue its operations, including obtaining
additional funding, if required.  The continuance of this support
is outside of the Corporation's control.  If the Corporation does
not receive the continued financial support from its parent or the
Corporation does not raise additional funds, it may not be able to
realize its assets and discharge its liabilities in the normal
course of business.  As a result, there exists a material
uncertainty that casts substantial doubt about the Corporation's
ability to continue as a going concern and, therefore, realize its
assets and discharge its liabilities in the normal course of
business."

A copy of Acasti's financial statements for the year ended Feb.
28, 2013, is available at http://is.gd/GzU2pn

Laval, Quebec, Canada-based Acasti Pharma Inc. is an emerging
biopharmaceutical company focused on the research, development and
commercialization of new therapies for abnormalities in blood
lipids, referred to as dyslipidemia, and the treatment and
prevention of cardiovascular disorders.  Acasti's products are
derived from krill oil.


ADCARE HEALTH: Gets NYSE MKT Listing Non-Compliance Notice
----------------------------------------------------------
AdCare Health Systems, Inc. on May 23 disclosed that, on May 17,
2013, the Company received a deficiency letter from the NYSE MKT
LLC indicating that the Exchange has determined that the Company
is not in compliance with Sections 134 and 1101 of the Exchange's
Company Guide  due to the Company's indication in its Form 12b-25,
filed with the Securities and Exchange Commission on April 16,
2013, that the Company is not able to file its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2013 with the SEC by the
requisite deadline.  As previously disclosed, the Company received
a deficiency letter from the Exchange on April 17, 2013 that it is
not in compliance with Sections 134 and 1101 of the Company Guide
due to its failure to file its Annual Report on Form 10-K for the
year ended December 31, 2012 with the SEC by the requisite
deadline.

In the deficiency letter issued to the Company in April, the
Exchange advised the Company that, in order to maintain its
listing of securities on the Exchange, the Company must submit a
plan to the Exchange by May 1, 2013, detailing the action it had
taken, or would take, that would bring it into compliance with the
continued listing standards of the Company Guide by July 16, 2013.
The Company provided to the Exchange the Company's plan and
supporting documentation on May 1, 2013.

In the deficiency letter issued to the Company in May, the
Exchange indicated that, due to the similar nature of the
deficiencies identified in the April and May deficiency letters,
the Company is not required to submit an additional plan of
compliance in connection with its failure to timely file the Form
10-Q.  If the Company chooses, it may supplement its plan, no
later than May 31, 2013, to address how it intends to regain
compliance with Sections 134 and 1101 of the Company Guide, with
respect to filing of the Form 10-Q, by August 15, 2013.  The
Company intends on providing supplemental materials to the
Exchange in support of its plan by May 31, 2013.

The Company remains subject to the conditions set forth in the
deficiency letter issued to the Company in April.  Accordingly, if
its plan is not accepted by the Exchange, or if the Company is not
in compliance with the Exchange's continued listing standards
within the timeframe provided or does not make progress consistent
with its plan by July 16, 2013, then the Exchange will initiate
delisting proceedings as it deems appropriate.

                   About AdCare Health Systems

Headquartered in Springfield, Ohio, AdCare Health Systems, Inc.
(NYSE MKT:ADK) (NYSE MKT:ADK.PRA) -- http://www.adcarehealth.com-
- is a provider of senior living and health care facility
management.  The Company owns and manages long-term care
facilities and retirement communities, and since the Company's
inception in 1988, its mission has been to provide the highest
quality of healthcare services to the elderly through its
operating subsidiaries, including a broad range of skilled nursing
and sub-acute care services.


AFFYMAX INC: Terminates Employment of CEO
-----------------------------------------
The Board of Directors of Affymax, Inc., approved an amendment to
the Company's 2006 Equity Incentive Plan to eliminate the
automatic initial and annual equity grants to non-employee
directors, effective immediately.  In addition, the Board of
Directors eliminated the cash compensation per meeting fee for
non-employee directors.

As previously disclosed, the Company has retained The Brenner
Group, Inc., an experienced restructuring firm, to provide
restructuring support and related management services in order to
implement a company-wide restructuring plan.  With the retention
of TBG in connection with the restructuring, John Orwin's
employment will be terminated and he will no longer hold the
position of Chief Executive Officer after May 15, 2013.  Mr. Orwin
will remain on the Company's Board of Directors. In connection
with the continuing restructuring efforts led by TBG, the Board of
Directors plans to appoint a TBG representative to the position of
Chief Executive Officer in the coming weeks and to have TBG
representatives appointed as Company officers.

                            About Affymax

Affymax, Inc. (Nasdaq: AFFY) is a biopharmaceutical company based
in Palo Alto, California.  In March 2012, the U.S. Food and Drug
Administration approved the Company's first and only product,
OMONTYS(R) (peginesatide) Injection for the treatment of anemia
due to chronic kidney disease in adult patients on dialysis.
OMONTYS is a synthetic, peptide-based erythropoiesis stimulating
agent, or ESA, designed to stimulate production of red blood cells
and has been the only once-monthly ESA available to the adult
dialysis patient population in the U.S.  The Company co-
commercialized OMONTYS with its collaboration partner, Takeda
Pharmaceutical Company Limited, or Takeda during 2012 until
February 2013, when the Company and Takeda announced a nationwide
voluntary recall of OMONTYS as a result of safety concerns.

The Company's balance sheet at March 31, 2013, showed
$66.7 million in total assets, $81.5 million in total liabilities,
and a stockholders' deficit of $14.8 million.


ALLEGHENY COUNTY: Fitch Affirms 'CCC' Rating on Revenue Bonds
-------------------------------------------------------------
Fitch Ratings takes the following rating action on Allegheny
County Redevelopment Authority, PA's (the authority) tax increment
revenue bonds:

-- $6.3 million outstanding tax increment financing district
   revenue bonds (Robinson Mall project), series 2000A, affirmed
   at 'BB+';

-- $2 million outstanding tax increment financing district revenue
   bonds (Robinson Mall project), series 2000B, affirmed at 'CCC.'

Both bonds have been removed from Rating Watch Negative.

The Rating Outlook for the series 2000A bonds is Stable.

The Rating Outlook for the series 2000B bonds is Negative.

SECURITY

The 2000A bonds are secured by the tax increment revenue derived
from the mall properties, excluding the two parcels owned by Sears
and J.C. Penney. As additional security, the mall owner has
entered into a minimum payment agreement (MPA) pursuant to which
it has agreed to make annual payments to the trustee in amounts
needed to correct any series 2000A debt service deficiency. The
2000A bonds are additionally secured by a standard cash-funded
debt service reserve fund.

The 2000B bonds are secured by tax increment revenue generated on
the Sears and J.C. Penney properties and a junior lien on tax
increment revenue from the mall properties. Additionally, Sears
and J.C. Penney have each entered into a MPA to cover shortfalls
in pledged revenues but only up to approximately 50% of debt
service.

KEY RATING DRIVERS

SATISFACTORY REASSESSMENT AND TAX RATES: The removal of the Rating
Watch Negative is based on satisfactory completion of a countywide
property reassessment effective in calendar 2013. Pledged revenues
are expected to remain at or above historical levels assuming no
decline in tax rates.

WEAK COVERAGE: Coverage of annual debt service from annual tax
revenues for the series 2000A bonds remains weak averaging around
1.0x. Sum-sufficient series 2000B bonds debt service coverage is
derived from annual MPAs from Sears and J.C. Penney (averaging
around 0.55x) and use of accumulated tax increment reserves. Fitch
assumes no additional tax revenue from Sears and J.C. Penney while
assessment appeals are outstanding. Coverage for either series is
not expected to improve thorough final maturity in 2017.

UNRATED OWNER TEMPERS AGREEMENT BENEFIT: An amendment to the
original agreement between the authority and the mall owner
(Robinson Mall Associates, Ltd.) provides for sufficient revenue
to meet series 2000A debt service and limits downside assessment
appeal risk. However, the strength of the agreement is tempered by
the mall owners' prior challenges to meeting its agreement
obligations coupled with the unrated nature of the obligor.

CHANGE IN SEARS IDR: The 'CCC' rating on the series 2000B bonds is
based on Fitch's Issuer Default Rating (IDR) and Negative Outlook
for Sears. If required payments under the MPAs for Sears and J.C.
Penney's were to be insufficient to fully compensate for a
shortfall in TIF revenue, the rating would no longer be tied to
either company's IDR.

HIGH TAXPAYER CONCENTRATION: Pledged tax increment revenues are
generated from a relatively small but fully developed project area
dominated by retail tenants highly exposed to general economic
conditions and consumer spending patterns.

AVAILABLE BALANCES SUPPORT DEBT: The indenture creates a closed
flow of funds; surplus tax increment revenues remain in reserve to
support series 2000A debt service shortfalls first, and then flow
to series 2000B debt service. A cash-funded debt service reserve
for series 2000A bonds is also available and currently totals 70%
of debt service.

SOLID ECONOMIC INDICATORS: The economic characteristics of the
immediate retail service area are solid with above average income
levels and below average unemployment

RATING SENSITIVITIES

TAX RATE ADJUSTMENT RISK: Assessed value on the property is locked
through bond maturity following the recent revaluation. Current
tax rates would continue to provide sufficient coverage of series
2000A debt service. Any decline in tax rates, while not expected,
would impair coverage and could result in negative rating action.

MINIMUM PAYMENT SHORTFALL FOR SERIES 2000B: If Sears and J.C.
Penney MPA payments are insufficient to offset a shortfall in TIF
revenue, the rating on those bonds would drop. Accumulated
reserves are currently available to supplement the MPAs to meet
series 2000B debt service.

CHANGE IN IDR OF SEARS OR J.C. PENNEY: A rating on either company
below Sears' current 'CCC', Rating Outlook Negative, would likely
result in a downgrade of the series 2000A bonds.

CROSS DEFAULT: The indenture includes a cross default provision
whereby the trustee or 25% of bondholders may declare all bonds to
be due and payable immediately upon a default of either series.
Fitch does not believe acceleration is probable as sufficient
funds to redeem the bonds are not likely to be immediately
available. If Fitch had an indication that this acceleration
option was to be invoked, the other series would be downgraded.

CREDIT PROFILE

The Mall at Robinson opened in fall 2001 in Robinson Township,
along a corridor connecting the Pittsburgh International Airport
and the downtown business district. The mall has direct interstate
access, which helps attract shoppers from a wider trade area than
the immediate region.

WEAK COVERAGE BUT SOLID RESERVES

Pledged tax increment revenues received in 2012, the most recent
year reported, provided sum sufficient coverage of essentially
level debt service on the 2000A bonds. The drop in coverage from
1.08x in 2010 reflects taxpayer payment on the reduced mall
property value of $93.5 million following an appeal that lowered
the value from $104.7 million.

The 2010 reduction was appealed by the township and school
district. The assessed value appeal was finalized at $100 million
with no refund for prior year assessments. The assessment has been
set at $108 million for 2013-2017 which, at the expected adjusted
tax rates for 2013, would provide slightly over 1.0x debt service
coverage for the series 2000A bonds.

Somewhat offsetting concerns about low coverage levels are the
sizable reserves available to first repay series 2000A bonds. In
addition to a cash-funded debt service reserve required to be
maintained at $1.35 million, the current balance in the series
2000A TIF account is $1.2 million. Together these balances
represent 1.7x debt service.

SATISFACTORY COUNTYWIDE REASSESSMENT AND PLEDGED REVENUE

The county completed a reassessment process that resulted in an
average 35% increase in countywide assessed value and significant
increases to Sears, J.C. Penney and other mall properties. The
mall AV was negotiated at $108 million for 2013-2017. Given the
state of Pennsylvania's Act 146 of 1998 (the 'anti-windfall law'),
the county, township, and school district reduced tax rates
accordingly.

Revenues for 2013 are expected to be sufficient to cover series
2000A debt service at slightly over 1.0x, based on the actual
county and township tax rates and an estimate for the school
district. Series 2000B revenues are forecasted to increase
significantly following revaluation for Sears and J.C. Penney but
actual revenues for 2013 may not increase above the MPA payments
given Sears and J.C. Penney pending assessment appeals.

HIGH TAXPAYER CONCENTRATION; MPAS PROVIDE LIMITED CREDIT VALUE

Robinson Mall-JCP Associates is responsible for three-quarters of
the tax increment revenues. These rely primarily upon lease rental
payments from the mall tenants to make tax payments that
constitute pledged revenue for the series 2000A bonds (net of
taxes on the minimal base year value). The mall owner's MPA
provides no enhancement to Fitch's rating because Fitch does not
rate the mall owner and the owner violated the MPA during its
assessment appeal in 2010. The February 2013 amended agreement
sets annual minimum payments at amounts equal to 1.02x debt
service and includes a waiver by the mall owner to protest the
valuation of the mall parcels unless the resulting assessment
exceeds $1.575 million, an amount which is sufficient to meet
annual debt service on the series 2000A bonds.

Series 2000B bonds are primarily dependent on tax payments from
the Sears and J.C. Penney properties and contributions under each
company's MPA. Additional security is provided by a secondary lien
on total TIF revenues and accumulated reserves. Both companies
have been called upon to make payments under their MPAs, as tax
increment revenue is often insufficient for debt service. Fiscal
2011 and 2012 combined tax increment from both companies provided
coverage of just 0.54x on series 2000B bonds.

Sears made payments under the MPA for 2007-2011 on a delayed basis
and is now late in its 2012 payment, only paying 86% to date. The
authority also reports that J.C. Penney has only made 99% of its
2012 payment, which J.C. Penney disputes. Series 2000B debt
service continues to be paid from the companies' MPA payments (55%
of fiscal 2012 debt service) and the balance from excess series
2000A TIF revenue and incremental TIF revenue reserve balances.
Available accumulated reserve balances totaled $2.15 million at
Dec. 31, 2012 are expected to be sufficient to meet series 2000B
debt service if Sears and J.C. Penney annual minimum payments are
made with zero excess increment.

REGIONAL MALL WITH SOUND SERVICE AREA CHARACTERISTICS

Allegheny County, Montour School District, and the Township of
Robinson adopted a tax increment financing plan to provide funding
through the issuance of tax increment bonds for the construction
of roadways, utility and infrastructure improvements benefiting
the mall. The county has had stable to slightly declining
population, generally above-average income and educational
attainment, and below-average unemployment relative to the state
and nation.

The mall's anchor tenants are Macy's (which is not included in the
TIF), J.C. Penney, Sears and Dick's Sporting (whose taxes only to
the county are included in the TIF). The mall also houses
approximately 120 'in-line' retailers and eateries under long-term
triple-net leases that generally extend from five to 10 years. The
authority reports there are no additional capital needs at the
mall that would require immediate debt financing.


ALACHUA DEVELOPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Alachua Development Corporation
        P.O. Box 1928
        Alachua, FL 32616

Bankruptcy Case No.: 13-10178

Chapter 11 Petition Date: May 16, 2013

Court: United States Bankruptcy Court
       Northern District of Florida (Gainesville)

Judge: Karen K. Specie

Debtor's 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

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

The petition was signed by John F. Stormant, president/director.


AMERICAN MANAGED: "Concha" Class Suit Stayed Due to Bankr. Filing
-----------------------------------------------------------------
The case KEVIN DE LA CONCHA, on his own and on behalf of others
similarly situated, Plaintiff, v. AMERICAN MANAGED CARE, LLC,
Defendant, Case No. 8:12-cv-1520-T-33MAP (M.D. Fla.) is currently
stayed and administratively closed due to the recent bankruptcy
filng of the plaintiff.

American Managed Care, LLC, filed for protection under Chapter 11
on May 3, 2013, and has been assigned Case No. 8:13-bk-05952-KRM.

District Judge Virginia M. Hernandez Covington ruled that the
previously imposed stay will continue and no further action will
be taken until the bankruptcy court lifts the stay or the stay
lapses.

The District Court's May 15, 2013 Order is available at
http://is.gd/1ZWNzHfrom Leagle.com.


AMERICAS DIAMOND: Incurs $99.6K Net Loss in Year Ended Jan. 31
--------------------------------------------------------------
Americas Diamond Corp. filed on May 16, 2013, its annual report on
Form 10-K for the year ended Jan. 31, 2013.

George Stewart, in Seattle, Washington, expressed substantial
doubt about Americas Diamond's ability to continue as a going
concern, noting that the Company has had no operations and has no
established source of revenue.

The Company reported a net loss of $99,642 for the year ended
Jan. 31, 2013, compared with a net loss of $22,662 for the year
ended Jan. 31, 2012.

The Company's balance sheet at Jan. 31, 2013, showed $2.7 million
in total assets, $2.8 million in total liabilities, and a
stockholders' deficit of $81,621.

A copy of the Form 10-K is available at http://is.gd/UBDsy4

London, United Kingdom-based Americas Diamond Corp. is an
exploration stage company.  On April 12, 2011, the Company
received a geologists report on its Met 1 property.  After
reviewing the report management decided to abandon the claim and
is currently pursuing additional exploration assets and were as
successful in acquiring SUDAM Diamonds Ltd. which holds rights to
Natal I and Natal II and a diamond processing plant.


AMERIGO ENERGY: Incurs $38,458 Net Loss in First Quarter
--------------------------------------------------------
Amerigo Energy, Inc., filed its quarterly report on Form 10-Q/A,
reporting a net loss of $38,458 on $261 of revenue for the three
months ended March 31, 2013, compared with a net loss of $49,647
on $303 of revenue for the same period last year.

The Company's balance sheet at March 31, 2013, showed $2.3 million
in total assets, $2.5 million in total liabilities, and a
stockholders' deficit of $244,148.

"As a result of Amerigo Energy's deficiency in working  capital
at Dec. 31, 2012, and other factors, Amerigo Energy's auditors
have stated in their report that there is substantial doubt about
Amerigo Energy's ability to continue as a going concern.  In
addition, Amerigo Energy's cash position is inadequate to pay
the costs associated  with its operations.  No assurance can be
given that any debt or equity financing, if and when required,
will be available."

A copy of the Form 10-Q/A is available at http://is.gd/55lEtt

Henderson, Nevada-based Amerigo Energy, Inc., is aggressively
looking for potential oil leases to acquire as well as businesses
which will fit with the Company's strategy.  Its wholly-owned
subsidiary, Amerigo, Inc., incorporated in Nevada on Jan. 11,
2008, holds minimal assets, including oil lease interests.


ARAMARK CORP: Moody's Assigns 'B1' Corp. Family Rating
-------------------------------------------------------
Moody's Investors Service announced it would move the B1 Corporate
Family, B1-PD Probability of Default and SGL-2 Speculative Grade
Liquidity ratings to ARAMARK Corporation (ARAMARK) from ARAMARK
Holdings Corporation (Holdings). Ratings on the Holdings Senior
Unsecured Note due 2016, ARAMARK Senior Unsecured 8.5% Note due
2015 and ARAMARK Senior Unsecured Floating Rate Note due 2015 were
withdrawn. The ratings outlook is stable.

The change in entity to which the CFR, PDR and SGL rating are
assigned was driven by the repayment in full of all debt at
Holdings. The withdrawal of ratings on the Holdings and ARAMARK
debt when repaid in full was previously announced.

Ratings Rationale:

The following ratings were assigned:

Issuer: ARAMARK Corporation

Corporate Family Rating, B1

Probability of Default Rating, B1-PD

Speculative Grade Liquidity Rating, SGL-2

The following ratings were withdrawn:

Issuer: ARAMARK Corporation

Senior Unsecured 8.5% Notes due 2015, Withdrawn, previously rated
B3 (LGD5, 88%)

Senior Unsecured Floating Rate Notes due 2015, Withdrawn,
previously rated B3 (LGD5, 87%)

Issuer: Aramark Holdings Corporation

Corporate Family Rating, Withdrawn, previously rated B1

Probability of Default Rating, Withdrawn, previously rated B1-PD

Speculative Grade Liquidity Rating, Withdrawn, previously rated
SGL-2

Senior Unsecured 8.625% Notes due 2016, Withdrawn, previously
rated B3 (LGD6, 95%)

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

ARAMARK is a provider of food and related services to a broad
range of institutions and the second largest uniform and career
apparel business in the United States. ARAMARK is owned by a
consortium of affiliates of private equity sponsors (GS Capital
Partners, CCMP Capital Advisors, J.P. Morgan Partners, Thomas H.
Lee Partners and Warburg Pincus) and the company's management
team. Moody's expects fiscal 2013 revenue of over $13.5 billion.


ATP OIL: Scott+Scott Law Firm Files Class Action in Louisiana
--------------------------------------------------------------
Scott+Scott, Attorneys at Law, LLP on May 24 filed a class action
complaint on behalf of those who purchased or otherwise acquired
ATP Oil & Gas Corp. 11.875% Senior Second Lien Exchange Notes
pursuant to the Company's December 16, 2010 Exchange of the Notes.
The action, which seeks remedies under the Securities Act of 1933,
is pending in the United States District Court for the Eastern
District of Louisiana.

Investors who purchased or otherwise acquired ATP 11.875% Senior
Second Lien Exchange Notes pursuant and/or traceable to the
Exchange and wish to serve as a lead plaintiff in the action must
move the Court no later than July 23, 2013.  Any member of the
investor class may move the Court to serve as lead plaintiff
through counsel of its choice or may choose to do nothing and
remain an absent class member.  If you wish to discuss this action
or have questions concerning this notice or your rights, please
contact Scott+Scott at scottlaw@scott-scott.com or 800) 404-7770,
(860) 537-5537) or visit the Scott+Scott website for more
information: http://www.scott-scott.com

There is no cost or fee to you.

ATP is engaged in the acquisition, development, and production of
oil and natural gas properties.  The Company seeks to acquire and
develop properties with proven undeveloped reserves in the Gulf of
Mexico and North Sea that are economically attractive, but not
strategic to, major or large independent exploration-oriented oil
and gas companies.  ATP also has licenses for exploration in the
Mediterranean Sea.  On August 17, 2012, the Company announced that
it was filing for Chapter 11 bankruptcy.  The complaint alleges
that the defendants misrepresented or failed to disclose material
adverse facts in their publicly filed Exchange materials.
Specifically, ATP made false and/or misleading statements and/or
failed to disclose material adverse facts concerning: (1) the
impact that two successive United States Department of the
Interior moratoria for deepwater drilling operations in the Gulf
of Mexico had on the Company's operations and revenues; and (2)
the Company's breach of certain credit agreements by engaging in
"disguised financing" arrangements that were designed to evade the
requirements of such credit agreements.

As of the date the securities class action was filed, ATP 11.875%
Senior Second Lien Exchange Notes were trading at approximately
four cents ($0.04) on the dollar.

Scott+Scott has significant experience in prosecuting major
securities, antitrust, and employee retirement plan actions
throughout the United States.  The firm represents pension funds,
foundations, individuals, and other entities worldwide.

                           About ATP Oil

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

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

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

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

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


AUSTRALIAN-CANADIAN OIL: Incurs $364K Net Loss in 2012
------------------------------------------------------
Australian-Canadian Oil Royalties Ltd. filed on May 22, 2013,
Amendment No. 1 to its Annual Report on Form 20-F for the fiscal
year ended Dec. 31, 2012, originally filed with the Securities and
Exchange Commission on May 16, 2013, for the purpose of: (i)
revising a table in Item 9.A of the Form 20-F, (ii) making certain
revisions to the financial statements included in the Form 20-F,
and (iii) furnishing the Interactive Data.

KWCO, P.C., in Odessa, Texas, expressed substantial doubt about
Australian-Canadian Oil's ability to continue as a going concern,
citing the Company's recurring losses from operations and its
limited capital resources.

The Company reported a net loss of US$346,085 on US$90,353 of
revenues in 2012, compared with a net loss of US$$262,283 on
US$125,726 of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
US$10.6 million in total assets, US$3.7 million in total current
liabilities, and stockholders' equity of US$6.9 million.

A copy of the Form 20-F/A (Amendment No. 1) is available at:

                       http://is.gd/k4QVP6

Cisco, Texas-based Australian-Canadian Oil Royalties Ltd. is
principally engaged in the exploration, development and
production of oil, natural gas, and natural gas liquids in
Australia.  In addition, the Company has acquired and sold
Overriding Royalty Interest ("ORRI")'s on production in Australia.
The Company previously held ORRI on natural gas production in the
United States, however it has not received any material revenues
from these ORRI's since 2009.


BERLEY ASSOCIATES: Transfer of Asset to Eckert Is Fraudulent
------------------------------------------------------------
A New Jersey bankruptcy court held that the transfer of title of a
property owned by Berley Associates Ltd. to Geza Eckert in a
prepetition tax sale and foreclosure context may constitute a
fraudulent conveyance under 11 U.S.C. Sec. 548(a)(1)(B) or an
avoidable preference under 11 U.S.C. Sec. 547(b), in a May 16,
2013 Memorandum Decision available at http://is.gd/Dr8lcxfrom
Leagle.com.

Berley's property, a vacant lot located in Morristown, New Jersey,
was the subject of a public tax sale in June 2000, when Berley
failed to pay real estate taxes on the Property.  Phoenix Funding,
Inc. was the successful bidder, who obtained a tax sale
certificate and accompanying lien on the Property.  Phoenix
subsequently assigned its lien to Geza Eckert.

In January 2010, Mr. Eckert filed a New Jersey state court
complaint to foreclose on the tax sale certificate when Berley
failed to pay subsequent real estate taxes on the Property.  The
Debtor failed to redeem the certificate and on Sept. 4, 2012, a
final judgment was entered in the tax foreclosure action, enabling
Mr. Eckert to obtain title to the Property.

On Sept. 5, 2012, Berley filed a voluntary Chapter 11 bankruptcy
petition and listed the Property with a fair market value of
$500,000 in its Schedules of Assets and Liabilities.  On Dec. 10,
2012, the Debtor filed the adversary proceeding seeking to void
the final judgment, which conveyed title to Mr. Eckert, as
fraudulent transfer and/or a preferential transfer.

Mr. Eckert filed a summary judgment motion for a ruling in his
favor.  The Debtor filed its cross motion.

On review, Judge Michael B. Kaplan finds that the Debtor is not
barred from recovery under Sec. 548(a)(1)(b) as the price received
at the tax sale certificate closure does not necessarily reflect a
reasonable equivalent value for the property.  The judge adds that
if it is determined that the fair market value of the Property is
more than the redemption amount owed to Mr. Eckert at the time of
foreclosure, the transfer of the property title to Mr. Eckert may
be deemed a preference transfer under Sec. 547.  The Bankruptcy
Court however says it cannot determine on the current record the
value of the Property and thus, there remains a genuine dispute of
fact e.g. the value of the Property, which precludes it from
granting summary judgment.

Accordingly, Judge Kaplan denies the parties' summary judgment
motions without prejudice.

The adversary complaint is BERLEY ASSOCIATES, LTD., Plaintiff,
v. GEZA ECKERT, Defendant, Case No. 12-32032 (MBK), Adversary No.
12-02208 (MBK) (Bankr. N.J.).

Morris S. Bauer, Esq. -- mbauer@nmmlaw.com -- of NORRIS,
MCLAUGHLIN & MARCUS, P.A., in Bridgewater, New Jersey, serves as
attorney to Berley Associates, Ltd.

Keith A. Bonchi, Esq. -- : keith@mail.gmslaw.com -- of GOLDENBERG,
MACKLER, SAYEGH, MINTZ, PFEFFER, BONCHI & GILL, A.P.C., in
Northfield, New Jersey, serves as attorney for Geza Eckert.


BLUE SPRINGS: DS and Plan Confirmation Hearing Set for June 5
-------------------------------------------------------------
Judge Dennis R. Dow of the U.S. Bankruptcy Court for the Western
District of Missouri has scheduled June 5, 2013, as the hearing on
final approval of the disclosure statement explaining Blue Springs
Ford Sales, Inc.'s plan of reorganization, and hearing on
confirmation of the plan and related matters.  May 31 is the
deadline for filing objections to the Disclosure Statement and the
Plan.

To recall, Judge Dow conditionally approved the Debtor's
Disclosure Statement, which appears to contain adequate
information.

The Plan contemplates the Debtor continuing its business
operations without significant change and retaining its existing
management.  Creditors holding an Allowed Administrative Expense
Claim and creditors holding an Allowed Priority Tax Claim will be
paid in full.

Secured creditors holding an Allowed Secured Claim will be paid in
full according to their existing loan documents, except for
modifying various maturity dates and, in some cases, interest
rates, to ?fit? with Reorganized Debtor?s anticipated financial
condition for the balance of those loans.

General unsecured trade creditor claims will be paid in full and
receive cash, with interest accruing at the Applicable Post-
Judgment Interest Rate, in equal quarterly payments commencing on
the Distribution Date and continuing on the Periodic Distribution
Dates until the two year anniversary of the Effective Date.

General unsecured tort claims, which remain disputed and
unliquidated, will receive cash, with interest accruing at the
Application Post-Judgment Interest rate in equal quarterly
payments commencing on the Distribution Date and continuing on the
Periodic Distribution Dates until the second anniversary of the
Effective Date in the total amount of $50,000.

Holders of Allowed General Unsecured Gift Card/Coupon Claims will
receive a gift card in the face amount of their Allowed Claim.
The gift card must be redeemed by June 1, 2014.  The gift card
will be non-transferrable.

Holders of General Unsecured Insiders Claims will receive cash
with interest accruing at the Applicable Post-Judgment Interest
Rate in equal quarterly interest-only payments commencing 12
months from the Distribution Date and continuing on the Periodic
Distribution Dates until the 10th anniversary of the Confirmation
Date.

Holders of Equity Security in the Debtor will retain their Equity
Security in the Reorganized Debtor.

A full-text copy of the Disclosure Statement, dated April 12,
2013, is available for free at:

          http://bankrupt.com/misc/BLUESPRINGSds0412.pdf

                         Blue Springs Ford

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

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

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


BOREAL WATER: Delays Form 10-Q for First Quarter
------------------------------------------------
Boreal Water Collection, Inc., was unable to file its quarterly
report on Form 10-Q for the period ended March 31, 2013, in a
timely manner because the Company was not able to complete timely
its financial statements without unreasonable effort or expense.

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

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

The Company's balance sheet at Dec. 31, 2012, showed $3.7 million
in total assets, $3.9 million in total liabilities, and a
stockholders' deficit of $173,084.

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


CANDY INTERMEDIATE: High Leverage Prompts Moody's Rating Cuts
-------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Candy Intermediate Holdings, Inc., a wholly owned subsidiary of
Ferrara Candy Company Holdings, Inc., to B2 from B1. At the same
time, Moody's downgraded the company's Probability of Default
Rating (PDR) to B2-PD from B1-PD.

As a result of the downgrade, the rating on the company's $425
million senior secured term loan B due 2018 has been downgraded to
B3 from B2. The rating outlook is stable.

The downgrade of the CFR to B2 was largely prompted by the
company's high leverage, which stems from operating performance
that has been below Moody's expectations since the initial rating
was assigned in May 2012.

The following ratings have been downgraded for Candy Intermediate
Holdings, Inc.:

  Corporate Family Rating to B2 from B1;

  Probability of Default Rating to B2-PD from B1-PD; and

  $425 million senior secured term loan B due June 2018 to B3
  (LGD4, 59%) from B2 (LGD4, 60%).

The rating outlook is stable.

Ratings Rationale:

The downgrade to B2 was prompted mainly by Ferrara's high leverage
of greater than 6.5 times on a pro-forma basis, a level that is
significantly above the maximum of 5.0 times that Moody's had
cited as consistent with a B1 rating. The high leverage was
primarily the result of lower sales volumes, higher distribution
costs, and delays in achieving synergies related to the May 2012
merger.

Moody's believes Ferrara's FY13 free cash flow could be negative
as a result of higher capital spending anticipated during the
year, but the company's near term liquidity remains good based on
sufficient availability under its ABL and the absence of financial
covenants (other than a springing covenant under the ABL that is
unlikely to be triggered over the next twelve months). ABL
borrowings for the most recent quarter were higher than expected
and will likely increase to fund the company's peak working
capital season in September. Also, Moody's notes that Ferrara
remains highly dependent on strong seasonal cash flow generation
to repay ABL borrowings.

The stable outlook reflects Moody's expectation that the company
will successfully complete any remaining tasks associated with the
integration and that earnings and cash flow will improve over the
next twelve to eighteen months. Further, Moody's expects liquidity
to be managed prudently and that de-leveraging will remain a focus
as synergies are realized.

The ratings could be downgraded if leverage remains above 6.5
times by the end of FY13 or any time thereafter. In addition, the
inability to reduce Ferrara's ABL reliance in 2014 could lead to
ratings pressure. Alternatively, the ratings could be upgraded if
leverage improves to below 5.0 times and the company maintains a
good liquidity profile.

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

Ferrara Candy Company Holdings, Inc. (Ferrara), parent holding
company of Candy Intermediate Holdings, Inc., is a manufacturer of
branded non-chocolate products, private label confectionary
products and participates in various co-manufacturing programs.
Ferrara was formed in May 2012 through the merger of Farley's and
Sathers Inc. (F&S) and Ferrara Pan Candy Co, Inc. (Ferrara Pan).
The company is believed to be the third largest US based non-
chocolate confectionary company with one of the broadest product
portfolios in the category. Ferrara's brands include Brach's,
Black Forest, Trolli, Lemonheads, Jujyfruits, Atomic Fireballs,
Boston Baked Beans, Chuckles, and Now and Later. The company is
majority owned by Catterton Partners. Pro-forma revenues for the
twelve months ended December 31, 2012 were approximately $823
million.


CANYONS LLC: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Canyons, LLC
        P.O. Box 2540
        Fair Oaks, CA 95628

Bankruptcy Case No.: 13-13501

Chapter 11 Petition Date: May 16, 2013

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Fredrick E. Clement

Debtor's Counsel: Matthew R. Eason, Esq.
                  EASON & TAMBORNINI, A LAW CORPORATION
                  1819 K St #200
                  Sacramento, CA 95811
                  Tel: (916) 438-1819

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

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

A copy of the Company's list of its 16 largest unsecured creditors
is available for free at http://bankrupt.com/misc/caeb13-13501.pdf

The petition was signed by Don Hancock, managing member.


CASH STORE: Trading of Securities Suspended
-------------------------------------------
Cash Store Financial Services Inc. said it will file amended
financial statements to correct its accrual for a settlement of a
British Columbia class action lawsuit.  The Company stated that
the release of the financial statements for the three and six
month periods ended March 31, 2013, was delayed due to a recently
identified increase to the British Columbia class action lawsuit
settlement accrual which resulted in an increase of $8.2 million.
The Company has advised that as a result of this the Annual and
Interim Filings should not be relied upon.

The Alberta Securities Commission determined that some of the
Company's Annual and interim filings were not prepared in
accordance with Alberta securities laws.  Under s.33.1 of the
Alberta Securities Act the Commission has ordered that trading and
purchasing cease in respect of any security of Cash Store
Financial until the Commission's order has been revoked or varied.

The Company anticipates that relevant amended financial statements
will be filed within two weeks.

After filing the required continuous disclosure documents, the
Company will make an application to the Alberta Securities
Commission to obtain a revocation order.

                   Committee Investigation Report

The Company said that its Special Committee of independent
directors has concluded its previously announced Special
Investigation.

As previously disclosed on Dec. 28, 2012, the Special Committee
was formed to investigate certain matters related to the
acquisition of a consumer loan portfolio from third-party lenders
in late January 2012, including allegations raised regarding
inappropriate benefits that were alleged to have accrued to
certain parties related to the Company and the related accounting
treatment.  Under its mandate, the Special Committee was required
to investigate and review the facts and circumstances relevant to
the allegations and to report its findings to the Audit Committee
and the Board of Directors.  To carry out its mandate, the Special
Committee engaged outside legal counsel who retained independent
forensic investigators to conduct factual inquiries necessary for
the Special Committee to fulfill its mandate.

The investigation followed a review conducted by the Company's
internal auditor under the direction of the Audit Committee of the
Board, and the restatement by the Company in December 2012 of its
unaudited interim quarterly financial statements and MD&A for
periods ended March 31, 2012 and June 30, 2012.

The investigation covered the period from Dec. 1, 2010, to
Jan. 15, 2013, and was carried out over four months.  It involved
interviews of current and former officers, directors, employees
and advisors of the Company and a review of relevant documents and
agreements, as well as electronically stored information obtained
from Company computers and those of employees, former employees
and directors most likely to have information relevant to the
investigation.

The Special Committee has reported its findings on the allegations
to the Board of Directors and, consistent with the recommendation
made to the Board of Directors by the Special Committee, the Board
has determined that no further corrections or restatements of
previously reported financial statements and other public
disclosures are required in relation to the Transaction.

On May 13, 2013, the Company announced that it will file amended
financial statements to correct its accrual for the British
Columbia class action settlement costs.  This restatement is not
related to the matters that were under investigation by the
Special Committee.

                    About Cash Store Financial

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

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

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

                          *     *     *

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

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


CASPIAN SERVICES: Incurs $2.7 Million Net Loss in First Quarter
---------------------------------------------------------------
Caspian Services, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.72 million on $8.98 million of total revenues for
the three months ended March 31, 2013, as compared with a net loss
of $3.76 million on $4.38 million of total revenues for the same
period during the prior year.

For the six months ended March 31, 2013, the Company incurred a
net loss of $5.73 million on $14 million of total revenues, as
compared with a net loss of $8.25 million on $12.62 million of
total revenues for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $84.90
million in total assets, $87.98 million in total liabilities and a
$3.08 million total deficit.

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

                        http://is.gd/9UF34y

                      About Caspian Services

Headquartered in Salt Lake City, Caspian Services, Inc., was
incorporated under the laws of the state of Nevada on July 14,
1998.  Since February 2002 the Company has concentrated its
business efforts to provide diversified oilfield services to the
oil and gas industry in western Kazakhstan and the Caspian Sea,
including providing a fleet of vessels, onshore, transition zone
and marine seismic data acquisition and processing services and a
marine supply and support base in the port of Bautino, in Bautino
Bay, Kazakhstan.

                    Going Concern Uncertainty

Under the terms of the EBRD Loan Agreement, as amended, Balykshi
LLP, the Company's majority owned subsidiary, is required to repay
the loan principal and accrued interest in eight equal semi-annual
installments commencing Nov. 20, 2011, and then occurring each
May 20 and November 20 thereafter until fully repaid.  The first
three semi-annual repayment installments, due Nov. 20, 2011,
May 20, 2012, and Nov. 20, 2012, were not made.

Additionally, an event of default may trigger the acceleration
clause in the Put Option Agreement with EBRD which would allow
EBRD to put its $10,000,000 investment in Balykshi back to the
Company.  If EBRD were to accelerate its put right, the Company
could be obligated to repay the initial investment plus a 20%
annual rate of return.  The balance of accelerated put option
liability was $18,326,000 and $17,822,000 as of Dec. 31, 2012, and
Sept. 30, 2012.

EBRD also previously notified the Company that it believes the
Company and Balykshi are in violation of certain other covenants
of the EBRD financing agreements.  As of Feb. 19, 2013, to the
Company's knowledge, EBRD has not sought to accelerate repayment
of the loan or the put option.

Should EBRD determine to exercise its acceleration rights or
should the Loan Restructuring Agreement with an otherwise
unrelated individual (the "Investor") not close, the Company
currently has insufficient funds to repay its obligations to
Investor or EBRD individually or collectively and would be forced
to seek other sources of funds to satisfy these obligations.
Given the Company's current and near-term anticipated operating
results, the difficult credit and equity markets and the Company's
current financial condition, the Company believes it would be very
difficult to obtain new funding to satisfy these obligations.  If
the Company is unable to obtain funding to meet these obligations,
Investor and or EBRD could seek any legal remedies available to
them to obtain repayment, including forcing the Company into
bankruptcy, or in the case of the EBRD loan, which is
collateralized by the assets, including the marine base, and bank
accounts of Balykshi and Caspian Real Estate, Ltd, foreclosure by
EBRD on such assets and bank accounts.

"The ability of the Company to continue as a going concern is
dependent upon, among other things, its ability to successfully
negotiate and conclude restructured financing agreements with EBRD
and the Investor and its ability to generate sufficient revenue
from operations, or to identify a financing source that will
provide the Company the ability to satisfy its repayment and
guarantee obligations under the restructured financing agreements.
Uncertainty as to the outcome of these factors raises substantial
doubt about the Company's ability to continue as a going concern,"
the Company said in its quarterly report for the period ended
Dec. 31, 2012.


CD INTERNATIONAL: Incurs $1.7-Mil. Net Loss in Fiscal Q2
--------------------------------------------------------
CD International Enterprises, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $1.7 million on $17.0 million
of revenues for the three months ended March 31, 2013, compared
with net income of $2.0 million on $31.5 million of revenues for
the three months ended March 31, 2012.

The Company reported a net loss of $4.0 million on $33.8 million
of revenues for the six months ended March 31, 2013, compared with
net income of $4.7 million on $54.6 million of revenues for the
six months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed
$78.4 million in total assets, $35.0 million in total liabilities,
and stockholders' equity of $43.4 million.

"For the six months ended March 31, 2013, the Company has incurred
a net loss of approximately $3.96 million and used cash in
operation of $4.10 million.  The Company also has a working
capital deficit of $1.17 million and its cash and cash equivalent
and its revenues are not currently sufficient and cannot be
projected to cover operating expenses in the coming year.  These
factors raise substantial doubt as to the ability of the Company
to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/LPmfE3

Headquartered in Deerfield Beach, Florida with corporate offices
in Shanghai, China, CD International Enterprises, Inc., is a U.S.
based company that produces, sources, and distributes industrial
commodities in China and the Americas and provides business and
financial corporate consulting services.


CENTURY PLAZA: Has Court OK to Use Cash Collateral Until July 31
----------------------------------------------------------------
The Hon. Phillip Klingeberger has extended, at the behest of
Century Plaza LLC, the Debtor's use of cash collateral to July 31,
2013, from May 1, 2013.

In return for the Debtor's continued cash collateral use, lender
Inland Century Plaza, LLC, is granted adequate protection for its
purported secured interests.  The Debtor will, among other things:

      a. establish and maintain a depository account, separate
         from any other account, into which the Debtor will
         deposit any and all tenant real estate tax escrow
         payments collected after the filing of the Debtor's
         Chapter 11 case;

      b. subject to further court order, retain and reserve in its
         Debtor In Possession Account the $30,000 paid to the
         Debtor by Indiana American Water Company in return for an
         easement in favor of INAW.  The Debtor will be prohibited
         from allowing the account to be depleted at any time to
         the point wher the account has a daily balance of less
         than $30,000; and

      c. pay $37,500 in cash to the Lneder as additional adequate
         protection for its secured interests in the Debtor's
         property.

A final hearing on the Debtor's cash collateral use will be held
on July 18, 2013, at 10:30 a.m.

                        About Century Plaza

Based in Merrillville, Indiana, Century Plaza LLC owns and
operates a commercial shopping center known as "Century Plaza".
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ind. Case No.
11-24075) on Oct. 18, 2011.  Judge J. Philip Klingeberger presides
over the case.  Crane, Heyman, Simon, Welch & Clar serves as the
Debtor's counsel.  Anderson & Anderson P.C. serves as local
bankruptcy counsel.  The Debtor estimated assets and debts at
$10 million to $50 million.  The petition was signed by Richard
Dube, president of Tri-Land Properties, Inc., manager.


CHINA LOGISTICS: Reports $185K Net Income in 1st Quarter
--------------------------------------------------------
China Logistics Group, Inc., reported net income of $185,185 on
$3.40 million of sales for the three months ended March 31, 2013,
compared with net income of $559,265 on $5.37 million of sales for
the same period last year.

The Company's balance sheet at March 31, 2013, showed
$3.97 million in total assets, $3.87 million in total
Liabilities, and stockholders' equity of $101,593.

"The Company has an accumulated deficit of approximately
$20,231,516 at March 31, 2013, and a working capital deficit of
approximately $306,000 at December 31, 2012.  During the three
months ended March 31, 2013, the Company used cash in operating
activities of $95,000.  The Company has incurred net income of
$185,185 and $559,265 for the three months ended March 31, 2013,
and 2012, respectively.  The Company's ability to continue as a
going concern is dependent upon its ability to generate profitable
operations in the future and to obtain any necessary financing to
meet its obligations and repay its liabilities arising from normal
business operations when they come due.  The outcome of these
matters cannot be predicted at this time.  These matters raise
substantial doubt about the ability of the Company to continue as
a going concern."

A copy of the Form 10-Q is available at http://is.gd/994Cbs

Shanghai, China-based China Logistics Group, Inc., is a Florida
corporation and was incorporated on March 19, 1999, under the name
of ValuSALES.com, Inc.  The Company changed its name to Video
Without Boundaries, Inc., on Nov. 16, 2001.  On Aug. 31, 2006, the
Company changed its name from Video Without Boundaries, Inc., to
MediaReady, Inc., and on Feb. 14, 2008, the Company changed its
name from MediaReady, Inc.. to China Logistics Group, Inc.

On Dec. 31, 2007, it entered into an acquisition agreement with
Shandong Jiajia International Freight and Forwarding Co., Ltd.,
and its sole shareholders Messrs. Hui Liu and Wei Chen, through
which it acquired a 51% interest in Shandong Jiajia.  The
transaction was accounted for as a capital transaction,
implemented through a reverse recapitalization.

Shandong Jiajia, formed in 1999 as a Chinese limited liability
company, is an international freight forwarder and logistics
management company.  Shandong Jiajia acts as an agent for
international freight and shipping companies.  Shandong Jiajia
sells cargo space and arranges land, maritime, and air
international transportation for clients seeking to import or
export merchandise from or into China.  Headquartered in Qingdao,
Shandong Jiajia has branches in Shanghai, Xiamen, Lianyungang and
Tianjin with additional sales office in Rizhao.


CODA HOLDINGS: Bankruptcy Hits UQM Fiscal 2013 Operating Results
----------------------------------------------------------------
UQM Technologies, Inc. on May 23 reported operating results for
the quarter and fiscal year ended March 31, 2013.

Revenue for the fiscal fourth quarter of 2013 decreased to $1.7
million compared to $3.8 million in the fourth quarter of 2012,
reflecting the lack of shipments to CODA.  Excluding CODA revenue,
adjusted total revenue for the fourth quarter was $1.6 million
compared to $1.8 million for the comparable quarter last fiscal
year.  Net loss for the fourth quarter was $2.3 million or $0.06
per common share versus a net loss of $1.5 million, or $0.04 per
common share for the fourth quarter of fiscal 2012.  Fourth
quarter results this year included a charge of $1.1 million or
$0.03 per common share for estimated CODA-related contract
settlement costs.

For the fiscal year ended March 31, 2013, total revenue decreased
to $7.2 million compared to $10.1 million in fiscal 2012.
Excluding CODA revenue, adjusted total revenue increased 20
percent to $7.0 million in fiscal 2013 compared to $5.8 million
last fiscal year.  Net loss for fiscal 2013 was $10.7 million, or
$0.29 per common share, and included charges related to the
termination of the CODA program totaling $4.9 million, or $0.13
per common share.  This compares with a net loss of $4.9 million
or $0.14 per common share for fiscal 2012.

"During the year, we continued our expansion into the commercial
truck and bus EV markets, signing multi-year supply agreements
with Proterra and Boulder EV and increasing shipments to Electric
Vehicles International," said Eric R. Ridenour, UQM Technologies'
President and CEO.  "These ongoing relationships demonstrate the
strength and differentiation of our product line, and have enabled
us to diversify our customer base and grow our revenues,
minimizing the impact of CODA's bankruptcy.  The progress we are
making with potential customers in China, coupled with our ongoing
expense management and cash conservation, position us well for
fiscal year 2014 and beyond."

Subsequent to the end of the fiscal year, the Company completed a
contract to sell its former facility in Frederick, Colorado for
$1.65 million.  The transaction is expected to close in the first
quarter of fiscal 2014.

                            About UQM

Headquartered in Longmont, Colorado, UQM Technologies --
http://www.uqm.com-- is a developer and manufacturer of power-
dense, high-efficiency electric motors, generators and power
electronic controllers for the automotive, commercial truck, bus,
marine and military markets.  A major emphasis for UQM is
developing propulsion systems for electric, hybrid electric, plug-
in hybrid electric and fuel cell electric vehicles.

                        About CODA Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- made an electric auto that was a
commercial failure.  The company marketed the Coda Sedan, which
sold only 100 copies.  It was an electrically powered version of
the Hafei Saibao, made in China.  After bankruptcy, Los Angeles-
based Coda intends to concentrate on making stationery electric-
storage systems.

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

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

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

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


CHINA SHEN: Gets NYSE MKT Listing Non-Compliance Notice
-------------------------------------------------------
China Shen Zhou Mining & Resources, Inc. on May 23 disclosed that
the Company received a delisting notice from the staff of NYSE
Regulation, Inc. on behalf of NYSE MKT LLC indicating that the
Company had failed to demonstrate its ability to regain compliance
with Sections 1003(a) (iv) of the Exchange's Company Guide.
Section 1003(a)(iv) of the Company Guide applies if a listed
company has sustained losses that are 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 further stated that the
Company is not in compliance with Sections 134 and 1101 of the
Company Guide for not filing its annual report on Form 10-K for
the fiscal year ended December 31, 2012.  Additionally, the
Company is not in compliance with Sections 134 and 1101 of the
Company Guide for not filing its quarterly report on Form 10-Q for
the quarter ended March 31, 2013.

As previously disclosed, on October 24, 2012, the Company received
a letter from the Exchange advising that the Company was not in
compliance with Section 1003(a)(iv) of the Company Guide.  Also,
on April 22, 2013, the Company disclosed it received a letter from
the Exchange advising that the Company was not in compliance with
Sections 134 and 1101 of the Company guide for failure to file its
annual report on Form 10-K for the fiscal year ended December 31,
2012.

As previously disclosed, with respect to the Original Notice, the
Company submitted a plan to regain compliance on November 30,
2012, which the Exchange accepted on January 11, 2013.  On April
24, 2013, the Company submitted a request for an extension of the
period for compliance under the Original Plan to October 24, 2013.
On May 1, 2013, the Company submitted an additional compliance
plan with respect to the Late Filer Notice.

After a review of the information provided by the Company, the
Exchange determined that the Company had not made progress
consistent with the Original Plan and failed to present a
reasonable basis to conclude that the Company could regain
compliance with the Exchange's continued listing standards by the
requested date of October 24, 2013, and that the Exchange would
(1) deny the Extension Request, (2) reject the Late Filer Plan,
and (3) move to delist the Company's securities from the Exchange.
As such, the Exchange intends to strike the Company's stock from
the Exchange by filing a delisting application with the Securities
and Exchange Commission pursuant to Section 1009(d) of the Company
Guide.

The Company does not intend to appeal the Exchange's decision.
The Company's stock is subject to immediate delisting proceedings.
Upon delisting, there can be no assurance that a trading market
will ever resume.

          About China Shen Zhou Mining & Resources, Inc.

Through its subsidiaries, China Shen Zhou Mining & Resources, Inc.
(NYSE MKT:SHZ)-- http://www.chinaszmg.com-- is engaged in the
exploration, development, mining, and processing of fluorite and
nonferrous metals such as zinc, lead and copper in China.  The
Company has the following principal areas of interest in China:
(a) fluorite extraction and processing in the Sumochaganaobao
region of Inner Mongolia; (b) fluorite extraction and processing
in Jingde County, Anhui Province; (c) zinc/copper/lead processing
in Wulatehouqi of Inner Mongolia; and (d) zinc/copper exploration,
mining and processing in Xinjiang.


COOPER-BOOTH: Meeting to Form Creditors' Panel Set for May 31
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on May 31, 2013, at 10:00 a.m. in
the bankruptcy case of Cooper-Booth Wholesale Company, et al.  The
meeting will be held at:

         Office of the United States Trustee
         833 Chestnut Street, Suite 501
         Philadelphia, PA 19107

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

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


DALLAS ROADSTER: Taps Sanders O'Hanlon as Special Counsel
---------------------------------------------------------
Dallas Roadster, Limited, and IEDA Enterprise, Inc., seek
authorization from the U.S. Bankruptcy Court for the Eastern
District of Texas to employ the law firm of Sanders, O'Hanlon &
Motley, PLLC, and, more particularly, Roger Sanders, to serve as
lead counsel in asserting and pursuing any and all causes of
action held by Debtors, or by either of them, against Texas
Capital Bank.

The Debtors have been consulting with Mr. Sanders concerning the
investigation and evaluation of potential causes of action against
one of the major creditors, Texas Capital Bank.  The Debtors'
claims against Texas Capital Bank arise from Texas Capital Bank's
activities in conjunction with the aborted federal criminal
prosecution of one of Dallas Roadster's principals and the placing
of Debtors' assets into receivership in November 2011.

On Nov. 16, 2011, Texas Capital Bank commenced litigation in the
192nd Judicial District Court for the State of Texas against the
Debtors and their principals, Bahman "Ben" Khobahy and Bahman
"Ben" Hafezamini.  On that same day, a receiver was appointed over
all assets of Dallas Roadster, Limited and IEDA Enterprise, Inc.
On Dec. 21, 2012, that lawsuit was removed to the U.S. Bankruptcy
Court for the Northern District of Texas where it was
characterized as an adversary proceeding.  On March 25, 2013, that
adversary proceeding was transferred to the Court, where it is
currently pending.

Sanders O'Hanlon will serve as the Debtors' special counsel on a
contingency fee basis.  The contingency fee agreement contemplates
a fee percentage beginning at 10% with scheduled increases in the
percentage up to a maximum through trial of 40%.  The fee
agreement contemplates that Debtors would be responsible for out-
of-pocket litigation expenses; however, those expenses would be
paid through a reserve built up by monthly payments of no more
than $10,000 per month with a cap on the reserve in the amount of
$70,000.  The contingency fee agreement also provides for a
minimum fee in the amount of 4 times the customary hourly rate for
the legal services provided.  However, the minimum fee is also
contingent in that it is predicated on an affirmative recovery on
Debtors' claims.

To the best of the Debtor's knowledge, Sanders O'Hanlon is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Sanders O'Hanlon can be reached at:

         SANDERS, O'HANLON & MOTLEY, PLLC
         111 S. Travis Street
         Sherman, Texas 75090
         Tel: (903) 892-9133
         Web site: www.somlaw.net

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster, Limited, owns and operates an auto dealership
with locations in both Richardson and Plano, Texas.  IEDA
Enterprises, Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster disclosed $9,407,469
in assets and $4,554,517 in liabilities as of the Chapter 11
filing.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DATAJACK INC: Delays Form 10-Q for First Quarter
------------------------------------------------
DataJack, Inc., has been unable to complete its financial
statements for the quarter ended March 31, 2013, by May 15, 2013.
As a result, the Company was not able to file the Form 10-Q within
the prescribed deadline.

                          About DataJack

Data Jack, Inc. (formerly Quamtel, Inc.) was incorporated in 1999
under the laws of Nevada as a communications company offering, a
comprehensive range of mobile broadband and communications
products.  The Company offers secure nationwide mobile broadband
wireless data transmission services primarily under the DataJack
brand.  Through DataJack, the Company offers low cost, no
contract, mobile broadband with various data plans. The Company's
DataJack service is offered primarily through two devices - the
DataJack WiFi Mobile Hotspot that can connect up to 5 Wi-Fi
enabled devices and the DataJack USB, a Plug and Play USB Device.

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

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

The Company's balance sheet at Sept. 30, 2012, showed $2.16
million in total assets, $2.93 million in total liabilities and a
$771,149 total shareholders' deficiency.


DAYTOP VILLAGE: Court Okays Restructuring Plan; Exits Chapter 11
----------------------------------------------------------------
U.S. Bankruptcy Judge Shelley C. Chapman, Southern District of New
York, signed an order on May 23 accepting Daytop's restructuring
plan, following a vote of approval by creditors.

"The Bankruptcy Court finds and concludes that the Plan has been
proposed with the legitimate and honest purpose of maximizing the
recoveries available to creditors," Judge Chapman wrote.

The approved plan also received the blessing of a state regulatory
agency, the Office of Alcoholism and Substance Abuse Services,
which has agreed, pending state Comptroller approval, to renew a
one-year contract providing funding for Daytop's education and
treatment services.  Daytop, the second largest drug
rehabilitation organization in the state, and all other such
agencies must reapply for license and funding renewal from OASAS.

Founded in 1963, Daytop serves 1,600 clients a day, providing
residential and outreach treatment in all five boroughs of New
York and in Long Island, Westchester, Rockland, Dutchess and
Sullivan counties.  Since its inception, Daytop has graduated
200,000 people, saving lives and reuniting families in the
process.

"Our mission and work are as critical as ever.  The landscape of
addiction is constantly changing and Daytop -- from the very
beginning --continues to be a pioneering force in the field of
substance abuse treatment," Daytop CEO Michael C. Dailey said.
"Financing health care services has also evolved and with this
fresh start, we are positioned to face today's funding
challenges."

Daytop filed Chapter 11 in April 2012 citing $28.2 million in
losses accumulated under previous management between 2006 and
2011.  As part of the restructuring, Daytop agreed to sell its
headquarters in midtown Manhattan for $32 million and lease space
for its administrative offices.

                      About Daytop Village

Daytop Village Foundation Incorporated, along with affiliate
Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-11436) on April 5, 2012, in Manhattan.

In 1963, Father William O'Brien and Dr. Alexander Bassin founded
the Daytop Lodge, a substance abuse treatment facility, in Staten
Island.  Today, Daytop is the third largest substance abuse agency
operating in the State of New York and the only substance abuse
agency operating world-wide under a contract with the Unites
States State Department.  It provides family-oriented substance
abuse treatment for adults and adolescents. Through six
residential facilities and eight outreach clinics in New York,
Daytop offers individual treatment plans by providing professional
counseling, medical, social and spiritual attention.

Judge Shelley C. Chapman presides over the Chapter 11 cases.
Lowenstein Sandler PC is the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.  The Debtors'
Restructuring and Management Officer is Marotta Gund Budd Dezera
LLC.  The petition was signed by Michael Dailey, chief executive
officer.

Daytop Village Inc., as of Jan. 31, 2012, has $8.68 million in
assets and $45.03 million of liabilities.  DVF has $42.20 million
in assets and $32.00 million in liabilities as of Jan. 31, 2012.

Island Funding II, the DIP lender, is represented by Paul R.
DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP.  Counsel to the
prepetition lender Signature Bank is Stephen D. Brodie, Esq., at
Herrick Feinstein LLP; and Joshua I. Divack, Esq., at Hahn &
Hessen LLP.  Counsel to the prepetition lender Hudson Valley Bank
is James P. Blose, Esq., at Griffin Coogan Blose & Sulzer P.C.

The Official Committee of Unsecured Creditors was formed April 17,
2012.  Bendinger & Schlesinger, Inc., is the chair of the
Committee.  Alvarez & Marsal Healthcare Industry Group LLC is the
Committee's financial advisor.  Robinson Brog Leinwand Greene
Genovese & Gluck P.C. is the Committee's counsel.

Eric M. Huebscher was appointed Patient Care Ombudsman in the
case.


DESARROLLADORA HOMEX: Mancera S.C. Raises Going Concern Doubt
-------------------------------------------------------------
Desarrolladora Homex, S.A.B. de C.V. filed with the U.S.
Securities and Exchange Commission on May 22, 2013, its annual
report on Form 20-F for the year ended Dec. 31, 2012.

Mancera, S.C., a member practice of Ernst & Young Global, in
Culiacan, Sinaloa, Mexico, noted that, as discussed in Note 29 to
the financial statements, the Company's current liquidity and
certain other matters raise substantial doubt about its ability to
continue as a going concern.

The Company reported a net loss of MXN1.599 billion on
MXN28.749 billion of revenues in 2012, compared with net income of
MXN1.025 billion on MXN21.749 billion of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
MXN51.346 billion in total assets, MXN36.599 billion in total
liabilities, and stockholders' equity of MXN14.747 billion.

A copy of the Form 20-F is available at http://is.gd/5gqueD

Desarrolladora Homex, S.A.B. de C.V. is a corporation registered
in Culiacan, Sinaloa, Mexico under the Mexican Companies Law on
March 30, 1998, with an indefinite corporate existence.

The Company is a vertically integrated home development company
engaged in the development, construction and sale of affordable
entry-level, middle-income and tourism housing in Mexico and
affordable entry-level housing in Brazil.


DEWEY & LEBOEUF: Diamond McCarthy Replaces Togut as Trustee Atty.
-----------------------------------------------------------------
The law firm of Diamond McCarthy LLP has replaced the law firm of
Togut, Segal & Segal LLP as counsel of record for Alan M. Jacobs,
Trustee of the Dewey & LeBoeuf Liquidation Trust, with respect to
unresolved proofs of claim filed by former partners of Dewey &
LeBoeuf LLP and its predecessor entities.

Diamond McCarthy may be reached at:

         Allan B. Diamond, Esq.
         Howard D. Ressler, Esq.
         DIAMOND McCARTHY LLP
         620 Eighth Avenue
         39th Floor
         New York, NY 10018
         Tel: (212) 430-5400
         Fax: (212) 430-5499
         E-mail: adiamond@diamondmccarthy.com
                hressler@diamondmccarthy.com

                      About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

Dewey filed a Chapter 11 Plan of Liquidation and an accompanying
Disclosure Statement on Nov. 21, 2012.  It filed amended plan
documents on Dec. 31, in an attempt to address objections lodged
by various parties.  A second iteration was filed Jan. 7, 2013.
The plan is based on a proposed settlement between secured lenders
and Dewey's official unsecured creditors' committee, as well as a
settlement with former partners.

On Feb. 27, 2013, the Bankruptcy Court confirmed Dewey & Leboeuf's
Second Amended Chapter 11 Plan of Liquidation dated Jan. 7, 2013,
As of the Effective Date of the Plan, the Debtor will be
dissolved.

Alan Jacobs of AMJ Advisors LLC, has been named Dewey's
liquidation trustee.


EASTMAN KODAK: Asks Court to Approve Disclosure Statement
---------------------------------------------------------
Eastman Kodak Co. asked U.S. Bankruptcy Judge Allan Gropper to
approve the outline of its Chapter 11 reorganization plan.

The outline or the so-called disclosure statement explains Kodak's
proposed restructuring plan filed on April 30.

In asking for its approval, Kodak argued the disclosure statement
contains "adequate information" under Section 1125(a) of the
Bankruptcy Code.

U.S. bankruptcy law requires that the disclosure statement contain
sufficient information to allow creditors to make an informed
judgment about a company's bankruptcy plan.

The outline discloses how much creditors will recover on their
claims under Kodak's restructuring plan.  According to the
outline, holders of the remaining $375 million in second-lien
notes will receive full payment by giving them 85% of the stock on
emergence from bankruptcy.  The remaining 15% of the stock would
be shared by unsecured creditors who are owed $2.7 billion, and by
retirees who are owed $635 million.

Large portions of the disclosure statement offer an explanation on
why Kodak will be profitable after its bankruptcy exit,
concentrating on the commercial printing business.  It also
contains additional details on Kodak's agreement with the U.K.
pension fund to settle its $2.8 billion of claims against the
company.

Judge Lane will hold a hearing on June 13 to consider approval of
the disclosure statement.  Objections are due by June 7.

                      Solicitation of Votes

In a May 23 filing, Kodak proposed to implement procedures for
soliciting votes from creditors, tabulation of votes and the
filing of objections to the confirmation of the plan.  A copy of
the proposed order detailing the procedures is available for free
at http://is.gd/9uxyLE

Kodak must first gain court approval for its disclosure statement
before it can solicit votes from creditors.  A majority must vote
to accept the plan before the court can hold a hearing to consider
confirmation of the plan.

The proposed procedures set a July 31 deadline for voting, and for
filing objections to the confirmation of the plan.  A hearing to
consider confirmation of the plan is set for August 9.

                       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.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.

There will be a hearing on June 13 for the U.S. Bankruptcy Court
in New York to consider approving disclosure materials so
creditors can begin voting on Kodak's plan.


EDENOR SA: Incurs AR$510.4 Million Net Loss in First Quarter
------------------------------------------------------------
Edenor SA reported a net loss of AR$510.43 million on AR$836.37
million of net sales for the three months ended March 31, 2013, as
compared with net loss of AR$90.68 million on AR$709.10 million of
net sales for the same period a year ago.  Net Sales increased
17.9 percent to AR$836.4 million in the first quarter of 2013
mainly due to the additional income from the Resolution No. 347/12
which represents approximately Ps. 137.4 million, partially offset
by a decrease in the volume of energy sold.

The Company's balance sheet at March 31, 2012, showed AR$6.11
billion in total assets, AR$6.20 billion in total liabilities annd
a AR$92.25 million total deficit.

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

                        http://is.gd/M8UyMw

                          About Edenor SA

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

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


ELCOM HOTEL: Court Extends Plan Filing Period Until July 31
-----------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida has extended, at the behest of Elcom
Hotel & Spa, LLC, and Elcom Condominium, LLC, the exclusive
periods for the Debtors to file a plan of reorganization until
July 31, 2013, and to solicit acceptances of that Plan until
Sept. 30, 2013.

As reported by the Troubled Company Reporter on April 29, 2013,
the Debtors sought extension of the exclusive periods, saying that
they intend to propose a Plan that will include a sale of
substantially all of their assets.  The management is still in the
process of formulating the plan, well as formulating the sales
process and meeting with interested parties who seek to purchase
the property.

                         About Elcom Hotel

Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel estimated assets and liabilities of less than
$50 million. The Debtor owes OBH Funding, LLC, $1.8 million on
a mortgage and F9 Properties, LLC, formerly known as ANO, LLC,
$9 million on a mezzanine loan secured by a lien on the ownership
interests in the project's owner.  OBH Funding and ANO are owned
by Thomas D. Sullivan, the manager of the Debtors.

Attorneys at Kozyak Tropin & Throckmorton, P.A., serve as
bankruptcy counsel to the Debtor.  Duane Morris LLP is the special
litigation, real estate, and hospitality counsel.  Algon Capital,
LLC, d/b/a Algon Group's Troy Taylor is the Debtors' Chief
Restructuring Officer.

The United States Trustee has said it will not appoint an official
committee of unsecured creditors for Elcom Hotel pursuant to
11 U.S.C. Section 1102 until further notice.


ELEPHANT TALK: Gets NYSE MKT Listing Non-Compliance Notice
----------------------------------------------------------
Elephant Talk Communications Corp. on May 23 disclosed it has
received a non-compliance notice from the NYSE MKT, in that the
Company 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 NYSE MKT, as to whether it
will be able to continue operations and/or meet its obligations as
they mature.

In order to maintain its listing, the Company must submit a
specific plan of compliance by May 31, 2013 addressing how it
intends to regain compliance with Section 1003(a)(iv) of the
Company Guide by June 30, 2013.  If the Plan is accepted, the
Company may be able to continue its listing during the Plan
Period, but will be subject to continued periodic review by the
NYSE MKT.

If the Company does not submit a Plan by May 31, 2013 or the Plan
is not accepted by the NYSE MKT, it will be subject to delisting
proceedings.  Furthermore, if the Plan is accepted but the Company
is not in compliance with the continued listing standards by June
30, 2013, or if the Company does not make progress consistent with
the Plan during the Plan Period, the NYSE MKT will initiate
delisting proceedings, as appropriate.

The NYSE MKT's notice has no immediate effect on the listing of
the Company's common stock on the NYSE MKT.  The Company is taking
immediate action in response to this notice in order to regain
compliance with the continued listing requirements and will submit
the Plan on or before May 31, 2013.

"We anticipated receiving this notice and are in continuing
discussions with the NYSE MKT regarding the steps necessary to
regain compliance," said Steven van der Velden, Chief Executive
Officer of the Company.  "We strongly believe we have options
available and will take the appropriate steps to secure additional
capital and regain compliance."

                        About Elephant Talk

Elephant Talk Communications Corp. (NYSE MKT:ETAK) --
http://www.elephanttalk.com-- is an international provider of
mobile proprietary Software Defined Network Architecture (Software
DNATM) platforms for the telecommunications industry that empower
Mobile Network Operators (MNOs) and Mobile Virtual Network
Operators (MVNOs), Enablers (MVNEs) and Aggregators (MVNAs) with a
full suite of applications, Full OSS/BSS Systems, Delivery
Platforms, Support and Managed Services, on-site, cloud, hybrid
and S/PaaS solutions, including Network, Mobile Internet ID
Solutions, Secure Remote Access Management, Loyalty Management and
Transaction Processing Services, superior Industry Expertise and
high quality Customer Service without substantial upfront
investment.


ERF WIRELESS: Delays Form 10-Q for First Quarter
------------------------------------------------
ERF Wireless was unable to file its quarterly report on Form 10-Q
for the period ended March 31, 2013, within the prescribed time
period because.  The Company requires additional time to complete
and incorporate in the Form 10-Q which will be filed within the
permitted extension time period.

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

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

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


ESP RESOURCES: Incurs $1.3 Million Net Loss in First Quarter
------------------------------------------------------------
ESP Resources, Inc., filed with the U.S. Securities and Exchange
Comission its quarterly report on Form 10-Q disclosing a net loss
of $1.28 million on $3.72 million of net sales for the three
months ended March 31, 2013, as compared with $395,380 on $4.28
million of net sales for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $8.40
million in total assets, $9.56 million in total liabilities and a
$1.15 million total stockholders' deficit.

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

                        http://is.gd/Gkavmc

The Woodlands, Texas-based ESP Resources, Inc., through its
subsidiaries, manufactures, blends, distributes and markets
specialty chemicals and analytical services to the oil and gas
industry and also provides services for the upstream, midstream
and downstream sectors of the energy industry, including new
construction, major modifications to operational support for
onshore and offshore production, gathering, refining facilities
and pipelines designed to optimize performance and increase
operators' return on investment.

The Company reported a net loss of $5.08 million on $18.09 million
of sales in 2012, compared with a net loss of $4.33 million on
$11.13 million of sales in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $8.27 million
in total assets, $8.54 million in total liabilities, and
stockholders' deficit of $266,488.


FIBERTOWER CORP: To Sell Telecommunications Equipment
-----------------------------------------------------
FiberTower Network Services Corp., et al., seek authority from the
U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, to sell their telecommunications equipment and
employ American Communications, LLC, as telecommunications
equipment reseller.

The Debtors say the telecommunications equipment, which was a part
of their backhaul business, is no longer necessary in the conduct
of their business.  They, however, believe that the equipment may
resale value that would benefit their estates.

The Debtors relate that they have conducted discussions with third
parties with respect to the possible sale of their assets.  Due to
the cessation of the Debtors' network operations, however, they
have limited personnel and resources that they can dedicate to the
resale of the equipment.  Accordingly, they determined that it
would be in their best interest to engage a "reseller" or
"liquidator" to manage the sale process.  AmCom, as the reseller,
will receive a percentage of the proceeds received in connection
with the sale of the equipment.

                   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.


FLUX POWER: Amends First Quarter Form 10-Q to Add Exhibit
---------------------------------------------------------
Flux Power Holdings, Inc., has filed an amendment to its Form 10-Q
for the quarter ended March 31, 2013, originally filed with the
Securities and Exchange Commission on May 13, 2013.  The Amendment
was filed solely for the purpose of filing Exhibit 10.1,
"AGREEMENT TO AMEND UNRESTRICTED AND OPEN LINE OF CREDIT", a copy
of which is available for free at http://is.gd/riClmm

                          About Flux Power

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

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

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

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


FR 160: June 12 Hearing on Confirmation of Plan of Reorganization
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing on June 12, 2013, at 1:30 p.m., to consider confirmation
of FR 160 LLC's Amended Plan of Reorganization.

Written ballots accepting or rejecting the Amended Plan are due
June 7.

According to the Amended Disclosure Statement, the Amended Plan
dated April 1, 2013, provides that funds to be used to make cash
payments under the Amended Plan have been or will be generated
from (i) the new value contributed by IMHFC in the amount of
$500,000 to be deposited with the Debtor by no later than the
Effective Date, (ii) the revenues derived from the sale of lots by
the Debtor or the Reorganized Debtor; and (iii) the net proceeds
from any Debtor Causes of Action.

Reorganized Debtor shall make distributions under the Amended Plan
to holders of Allowed Claims and report on activity in the account
in periodic reports to the Bankruptcy Court.  IMHFC has (or will
have) sufficient funds available to make the new value
contribution of $500,000.

The Amended Plan provides for the following treatment of claims,
among other things:

   1. All holders of Class 3 Coconino County Tax Claims will
receive deferred cash payments equal to the Allowed Coconino
County Tax Claims with an interest rate of 16 percent per annum
amortized over five years from the Petition Date.

   2. All holders of Class 12 General Unsecured Claims will
receive in full satisfaction of such Allowed Claims its Pro Rata
share of five percent of the Gross Sale Price for any lot.  Such
payments shall be made in annual installments on first Business
Day of the calendar year commencing on the first Business Day of
the year following the Effective Date and continuing until all of
the Real Property is sold.  The Debtor estimates that the total
amount of the Allowed General Unsecured Claims will be
approximately $20,365, which presently is comprised of the claims
of Van Engineering Inc. in the amount of $3,000, Smith-Roberts,
Inc. in the amount of $9,981, and Paradigm Tax Group, Inc. in the
amount of $7,473.

   3. In exchange for the contribution of "new value" to the
Reorganized Debtor, IMHFC will retain its Equity Interests in the
Reorganized Debtor.

The Amended Disclosure Statement was approved by the Court on
April 29.

The Debtor is represented by:

         Christopher H. Bayley
         Andrew V. Hardenbrook
         SNELL & WILMER L.L.P.
         One Arizona Center
         400 E. Van Buren
         Phoenix, AZ 85004-2202
         Tel: (602) 382-6000
         Fax: (602) 382-6070
         E-mails: cbayley@swlaw.com
                 ahardenbrook@swlaw.com

                          About FR 160

FR 160 LLC, originally named IMH Special Asset NT 160 LLC, was
formed for the purpose of owning 51 residential lots and Tract H
at the Flagstaff Ranch Golf Club Community generally located in
Coconino County, Arizona.  In January 2011, to resolve disputes
with the golf club, the parties entered into an agreement where
FR 160 delivered to the golf club a promissory note in the amount
of $4,950,000, a promissory note of $720,000 and a deed of trust
on the real property.  FR 160 failed to make certain payments and
the golf club initiated the non-judicial foreclosure process.
FR 160 commenced bankruptcy to stop the trustee's sale of the
property.  It filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 12-13116) in Phoenix on June 12, 2012.

FR 160, which claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B), estimated assets of up to $50 million
and debts of up to $100 million.  Attorneys at Snell & Wilmer
L.L.P., in Phoenix, serve as counsel.

The U.S. Trustee has not appointed an official committee in the
case due to an insufficient number of persons holding unsecured
claims against the Debtor that have expressed interest in serving
on a committee.  The U.S. Trustee reserves the right to appoint a
committee should interest develop among the creditors.

Attorneys at Gordon Silver, in Phoenix, represent creditor
Flagstaff Ranch Golf Club as counsel.


GATEHOUSE MEDIA: Bank Debt Trades at 62.65% Discount
----------------------------------------------------
Participations in a syndicated loan under which GateHouse Media is
a borrower traded in the secondary market at 37.35 cents-on-the-
dollar during the week ended Friday, May 24, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.58
percentage points from the previous week, the Journal relates.

The loan matures Feb. 27, 2014.  The Company pays L+200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's 'Ca' rating and S&P's 'CC' rating.


GORDIAN MEDICAL: Wants Plan Filing Period Extended to Aug. 24
-------------------------------------------------------------
Gordian Medical, Inc., dba American Medical Technologies, asks the
U.S. Bankruptcy Court for the Central District of California to
extend its exclusive period to file a plan until Aug. 24, 2013,
and the exclusive period to solicit acceptances of that plan until
Oct. 24, 2013.

Samuel R. Maizel, Esq., at Pachulski Stang Ziehl & Jones LLP, the
counsel for the Debtor, says that the Debtor won't be in a
position to file the Plan by the May 14, 2013 deadline.

According to Mr. Maizel, an extension of the Exclusive Periods
will facilitate the Debtor's efforts to continue to reach a
resolution of its disputes with the Centers for Medicare and
Medicaid Services pertaining to CMS's refusal to pay for certain
wound dressings sold by the Debtor to residents of nursing home
facilities and the related withholding from the Debtor of certain
Medicare payments, which payments account for a substantial amount
of the Debtor's revenue, and with the Internal Revenue Service
regarding the claims filed by the IRS on Dec. 6, 2012, in the
amount of $17,786,984.40 (including over $14 million in priority
claims) and for the Debtor to explore other alternatives in
connection with the reorganization of its business.  While the
Debtor and CMS have been actively exchanging settlement proposals
in the last few months and considerable progress in settlement
negotiations has been made, no resolution has been reached.  The
Debtor is drafting a Plan and Disclosure Statement but needs time
to finalize the settlement with the United States and incorporate
that into the Plan and obtain input from its counsel, its
financial advisor and counsel for the Committee.

The Debtor is also represented by Scotta E. McFarland, Esq., at
Pachulski Stang Ziehl & Jones LLP.

                     About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  Irvine, California-based Gordian Medical provides
supplies and services to treat serious wounds.  The company has
active relationships with and serves patients in more than 4,000
nursing facilities in 49 states with the heaviest concentration of
the nursing homes being in the south and southeast sections of the
United States.

The Debtor estimated assets and debts of up to $50 million.  It
has $4.3 million in cash and $31.1 million in receivables due from
Medicare.

Judge Mark S. Wallace oversees the case.  Pachulski Stang Ziehl &
Jones LLP serves as the Debtor's counsel.  GlassRatner Advisory &
Capital Group LLC serves as the Debtor's financial advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GASCO ENERGY: Incurs $1.7 Million Net Loss in First Quarter
-----------------------------------------------------------
GASCO Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.72 million on $1.86 million of total revenues for the three
months ended March 31, 2013, as compared with a net loss of $5.05
million on $3.18 million of total revenues for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed $52.78
million in total assets, $36.75 million in total liabilities and
$16.03 million in total stockholders' equity.

                        Bankruptcy Warning

"The Company has engaged Stephens, Inc., a financial advisor, to
assist it in evaluating potential strategic alternatives,
including a sale of the Company or all of its assets.  It is
possible these strategic alternatives will require the Company to
make a pre-packaged, pre-arranged or other type of filing for
protection under Chapter 11 of the U.S. Bankruptcy Code.  If the
Company is unable to generate sufficient operating cash flows,
secure additional capital or otherwise restructure or refinance
the business before the end of the second quarter of 2013, it will
not have adequate liquidity to fund its operations and meet its
obligations (including its debt payment obligations), the Company
will not be able to continue as a going concern, and could
potentially be forced to seek relief through a filing under
Chapter 11 of the U.S. Bankruptcy Code.  In addition, because the
Company has not paid the April 5, 2013 interest payment on its
outstanding 2015 Notes within the 30-day cure period, an event of
default has occurred under the Indenture, which could result in
the filing of an involuntary petition for bankruptcy against the
Company."

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

                        http://is.gd/oQydSi

                         About Gasco Energy

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

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

The Company reported a net loss of $22.2 million on $8.9 million
of revenues in 2012, compared with a net loss of $7.3 million on
$18.3 million of revenues in 2011.


GREENHUNTER RESOURCES: Gets NYSE MKT Listing Non-Compliance Notice
------------------------------------------------------------------
GreenHunter Resources, Inc. on May 24 disclosed that on May 21,
2013, the Company received notice from the Exchange Staff of the
NYSE MKT LLC indicating that the Company has not met one of the
Exchange's continued listing requirements of the NYSE MKT LLC's
Company Guide due to the failure to timely file its Quarterly
Report on Form 10-Q for the period ended March 31, 2013 as
required by Sections 134 and 1101 of the Company Guide.

The Company has been afforded the opportunity to submit a plan of
compliance to the Exchange by June 4, 2013, that demonstrates the
Company's ability to regain compliance with Sections 134 and 1101
by August 15, 2013.  The Company intends to submit a plan by the
time specified, however, if the plan is not accepted by the
Exchange, the Company will be subject to delisting procedures as
set forth in Section 1010 and Part 12 of the Company Guide.

As previously announced, the Company believes it will file its
Quarterly Report on Form 10-Q for the period ended March 31, 2013
by June 10, 2013.  On December 31, 2012, the Company acquired two
privately held oilfield water service and construction companies
that provide services to oil and natural gas producers in the
Eagle Ford Shale.  The two acquired entities had previously been
providing services to operators active in the Eagle Ford Shale
play.  The Company has been diligently working to consolidate the
financial statements from these two private companies into the
Company's financial statements in accordance with GAAP but needs
additional time to complete the consolidation.

GreenHunter Resources, Inc. (NYSE MKT:GRH) (NYSE MKT:GRH.PRC) --
http://www.GreenHunterWater.com-- is a diversified water
resource, waste management and environmental services company
specializing in the unconventional oil and natural gas shale
resource plays.


HIGHWAY TECHNOLOGIES: Meeting to Form Creditors' Panel on May 30
----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on May 30, 2013, at 11:00 a.m. in
the bankruptcy case of Highway Technologies, Inc., et al.  The
meeting will be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                 About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to
13-11326) on May 22 to conduct an orderly liquidation.

Attorneys at Pachulski Stang Ziehl & Jones LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC is the claims and
notice agent.

The prepetition lenders are represented by David M. Hilllman,
Esq., at Schulte Roth & Zabel, in New York.

The company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.


HORIYOSHI WORLDWIDE: Delays Form 10-Q for First Quarter
-------------------------------------------------------
Horiyoshi Worldwide, Inc., did not complete the filing of its
quarterly report on Form 10-Q for the period ended March 31, 2013,
due to a delay in obtaining and compiling information required to
be included in the Company's Form 10-Q, 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-Q no later
than the fifth calendar day following the prescribed due date.

                     About Horiyoshi Worldwide

Los Angeles, Calif.-based Horiyoshi Worldwide, Inc., is a clothing
and accessories design and distribution company whose products are
inspired by the artwork of Japanese master tattoo artist Yoshihito
Nakano -- better known as Horiyoshi III.

Horiyoshi Worldwide disclosed a net loss of $3 million on $1.01
million of net revenue for the year ended Dec. 31, 2012, as
compared with a net loss of $2.89 million on $684,500 of net
revenue for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1 million in
total assets, $2.16 million in total liabilities and a $1.16
million total stockholders' deficit.

EFP Rotenberg, LLP, in Rochester, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that as of Dec. 31, 2012, the Company has accumulated losses of
$6,747,446 since inception.  The company intends to fund
operations through equity financing arrangements, which may be
insufficient to fund its capital expenditures, working capital and
other cash requirements for the year ending Dec. 31, 2013.  In
response to these problems, management intends to raise additional
funds through public or private placement offerings.  These
factors, among others, raise substantial doubt about the company's
ability to continue as a going concern.


ICP NORTHWEST: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: ICP Northwest, LLC
        380 SW Fifth St #334
        Madras, OR 97741

Bankruptcy Case No.: 13-33122

Chapter 11 Petition Date: May 16, 2013

Court: United States Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Jonathan G. Basham, Esq.
                  JONATHAN BASHAM, PC
                  300 SW Columbia St #101
                  Bend, OR 97702
                  Tel: (541) 385-0914
                  E-mail: jgbasham100@bendbroadband.com

Scheduled Assets: $239,676

Scheduled Liabilities: $1,035,832

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/orb13-33122.pdf

The petition was signed by John T. Knotek, president.


IN PLAY: Wants to Hire Allen & Vellone as Counsel
-------------------------------------------------
In Play Membership Golf, Inc., seeks permission from the U.S.
Bankruptcy Court for the District of Colorado to employ Allen &
Vellone, P.C., as counsel, to represent the Debtor in any
litigation arising, related to or as a result of the bankruptcy
petition.

Debtor wants to employ Allen & Vellone as counsel because of the
extent of anticipated litigation services required in these
proceedings including, but not limited to, Rule 2004 examinations,
claims objections and potential motions pertaining to relief from
stay and the validity, priority and extent of liens.

Allen & Vellone will be paid at these hourly rates:

      Patrick D. Vellone         $410
      Matthew M. Wolf            $290
      Mark A. Larson             $250
      Jennifer E. Schlatter      $235
      Elizabeth M. Bryans        $230
      Tatiana G. Popacondria     $185
      Antonio L. Converse        $190
      Law Clerk                  $120
      Paralegal                  $120

Allen & Vellone has received a $5,000 retainer from Debtor's
principal, Stacey Hart.  Mr. Hart has agreed to pay an additional
$5,000 towards the retainer.  Mr. Hart understands that Allen &
Vellone does not represent him personally and that it owes a duty
to the Debtor and creditors of the bankruptcy estate.  Mr. Hart
has separate personal counsel.  A portion of the retainer was
expended on pre-petition services.  The balance of the retainer is
being held in a trust account on behalf of the Debtor.

To the best of the Debtor's knowledge, Allen & Vellone is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Allen & Vellone can be reached at:

      ALLEN & VELLONE, P.C.
      1600 Stout Street, Suite 1100
      Denver, CO 80202
      Tel: (303) 534-4499
      E-mail: pvellone@allen-vellone.com

                     About In Play Membership

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

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


IN PLAY: Taps Valerie Pearson as Accountant
-------------------------------------------
In Play Membership Golf, Inc., asks for authorization from the
U.S. Bankruptcy Court for the District of Colorado to employ
Valerie Pearson dba VLP Consulting as accountant, to assist the
Debtor for accounting consulting, closing the Debtor's books and
higher level accounting services, including preparation of the
Debtor's financials according to GAAP.

The Accountant will charge the Debtor $50 per hour for its
services.

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

The Accountant can be reached at:

         WEINMAN & ASSOCIATES, P.C.
         Jeffrey A. Weinman
         730 17th Street, Suite 240
         Denver, CO 80202-3506
         Tel: (303) 572-1010
         Fax: (303) 572-1011
         E-mail: jweinman@epitrustee.com

                     About In Play Membership

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

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


INSPIRATION BIOPHARMA: Cash Collateral Use Extended Until June 5
----------------------------------------------------------------
Inspiration Biopharmaceuticals, Inc., received authority from the
U.S. Bankruptcy Court for the District of Massachusetts (Eastern
Division) to continue its use of cash collateral securing its
prepetition indebtedness until June 5, 2013.  A hearing on the
Debtor's request for further use of the cash collateral will be
held on the same day.

               About Inspiration Biopharmaceuticals

Inspiration Biopharmaceuticals Inc. develops recombinant blood
coagulation factor products for the treatment of hemophilia.
Inspiration, based in Cambridge, Massachusetts, has two products
in what the company calls "advanced clinical development."  Two
other products are in "pre-clinical development."  None of the
products can be marketed as yet.

Inspiration filed for voluntary Chapter 11 reorganization (Bankr.
D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston.
Bankruptcy Judge William C. Hillman oversees the case.  Mark
Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the
Debtor's Chief Restructuring Officers.  The Debtor is represented
by Harold B. Murphy of Murphy & King.

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen --
http://www.ipsen.com/-- is also owed $19.4 million in unsecured
debt.  There is another $12 million in unsecured claims.  Ipsen is
pledged to provide $18.3 million in financing.  The Debtor
disclosed $20,383,300 in assets and $241,049,859 in liabilities.

Ipsen is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps.

The Official Committee of Unsecured Creditors tapped Jeffrey D.
Sternklar and Duane Morris LLP as its counsel, and The Hawthorne
Consulting Group, LLC as its financial advisor.


INVENTORS CAPITAL: June 11 Hearing on Confirmation of Ch. 11 Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky
will convene a hearing on June 11, 2013, at 10 a.m., to consider
the confirmation of Investors Capital Partners II, LP, et al.'s
Plan of Reorganization.

The Court has approved the Disclosure Statement explaining the
Plan.  As reported in the Troubled Company Reporter on April 2,
2013, the Plan contemplates the continued business operations of
the Debtor and the payment of all allowed claims to the extent
possible over a period of time from future income and revenue.  In
general, all Claims will be paid to the greatest extent possible
from the additional capital contributed by the holders of Equity
Interest and a portion of net profits for 5 years after the
Effective Date of the Plan.

Upon confirmation of the Plan, the rents generated from the
Reorganized Debtor's property, which are currently being collected
by PBI Bank, Inc., will be transmitted to the Reorganized Debtor
to be used to pay operating expenses, debt expenses, and other
expenses contemplated in the Plan.  PBI will no longer collect the
rents from the Reorganized Debtor's property and will ensure that
any rents received are promptly transmitted to the Reorganized
Debtor.  To the extent that the revenues from the Reorganized
Debtor's property are insufficient to pay operating expenses, debt
expenses, and other expenses contemplated in the Plan, limited
partners of the Debtor will infuse sufficient funds to pay those
expenses.

In the first 18 to 24 months of the plan, the Reorganized Debtor
will make interest only payments to its Secured Creditors.  The
Reorganized Debtor will use cash flow from this time period to
make tenant improvements to the approximately 7,000 square feet of
unfinished space.  Those improvements will allow the Reorganized
Debtor to rent out currently vacant space and increase its cash
flow.  The currently leased space will also be improved to
entice currently existing tenants to renew and/or extend their
leases.

The Debtor also intends to market and sell certain parcels of
improved land to third parties.  The sale of the improved land is
anticipated to commence in February 2015.  The proceeds of the
sales will either (i) be used to develop the existing property so
that it is ready for sale or (ii) be turned over to the Debtor's
secured creditors, subject to the terms of the Plan.

A full-text copy of the Disclosure Statement dated March 7, 2013,
is available for free at:

        http://bankrupt.com/misc/INVESTORSCds0307.pdf

                      About Investors Capital

Brentwood, Tennessee-based Investors Capital Partners II, LP and
two affiliates sought Chapter 11 protection (Bankr. W.D. Ky. Case
Nos. 12-11575 to 11677) in Bowling Green, Kentucky, on Dec. 19,
2012.

ICP II estimated assets of at least $10 million and liabilities of
less than $10 million.  It owns a 35-acre commercial development
near Glasgow, Kentucky. The ICP II property is home to a Marquee
Cinema, Dollar Tree, and Aaron's Rents and also consists of seven
parcels of undeveloped land.

Debtor-affiliate Investors Capital Partners I, LP owns multiple
parcels of undeveloped land near Nolensville, Tennessee.
Investors Land Partners II, LP owns partially developed land,
consisting of six adjoining parcels of real property, near
Nashville, Tennessee.

In court filings, the Debtors said that their lenders have
attempted to foreclose against the assets of the Debtors, and the
Debtors have been unable to reach agreements with their lenders
that would allow the Debtors to reorganize their debts in an
orderly manner; thus, the Debtors have little option except for
the development of a joint plan to reorganize operations and
restructure debts for the benefit of all creditors and parties in
interest.


IOWORLDMEDIA INC: Incurs $232,000 Net Loss in First Quarter
-----------------------------------------------------------
IoworldMedia, Incorporated, filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $232,154 on $389,326 of sales for the three months
ended March 31, 2013, as compared with a net loss of $192,229 on
$401,779 of sales for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $1.77
million in total assets, $1.71 million in total liabilities, $5.77
million in temporary equity and a $5.70 million total
stockholders' deficit.

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

                       http://is.gd/gtzFtY

                        About ioWorldMedia

Tampa, Fla.-based ioWorldMedia, Incorporated, operates three
primary internet media subsidiaries: Radioio, ioBusinessMusic, and
RadioioLive.

ioWorldMedia disclosed a net loss of $746,619 in 2012, as compared
with a net loss of $954,652 in 2011.

Patrick Rodgers, CPA, PA, in Altamonte Springs, 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 a minimum cash balance
available for payment of ongoing expenses, a negative working
capital balance, has incurred losses and negative cash flow from
operations for the past two years, and it does not have a source
of revenue sufficient to cover its operating costs.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.


KIDSPEACE CORP: Meeting to Form Creditors' Panel on May 30
----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on May 30, 2013, at 2:00 p.m. in
the bankruptcy case of KidsPeace Corporation, et al.  The meeting
will be held at:

         Office of the United States Trustee
         833 Chestnut Street, Suite 501
         Philadelphia, PA 19107

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21 in Reading, Pennsylvania.


LAKELAND INDUSTRIES: Warren Averett LLC Raises Going Concern Doubt
------------------------------------------------------------------
Lakeland Industries, Inc., filed on May 21, 2013, its annual
report on Form 10-K for the year ended Jan. 31, 2013.

Warren Averett, LLC, in Birmingham, Alabama, expressed substantial
doubt about Lakeland Industries' ability to continue as a going
concern.  The independent auditors noted that Company is in
default on certain covenants of its loan agreements at Jan. 31,
2013.  "The lenders have not waived these events of default and
may demand repayment at any time.  Management is currently trying
to secure replacement financing but does not have new financing
available at the date of this report."

The Company reported a net loss of $26.3 million on $95.1 million
of net sales for the year ended Jan. 31, 2013, compared with a net
loss of $376,825 on $96.3 million of sales for the year ended
Jan. 31, 2012.

The Company's balance sheet at Jan. 31, 2013, showed $83.3 million
in total assets, $37.3 million in total liabilities, and
stockholders' equity of $46.0 million.

A copy of the Form 10-K is available at http://is.gd/l0Di7c

Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and
sells a comprehensive line of safety garments and accessories for
the industrial protective clothing market.


LEAGUE NOW: Incurs $56,800 Net Loss in First Quarter
----------------------------------------------------
League Now Holdings Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $56,894 on $70,497 of total revenue for the three
months ended March 31, 2013, as compared with a net loss of
$28,856 on $5,210 of total revenue for the three months ended
March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $505,707 in
total assets, $710,424 in total liabilities and a $204,717 total
stockholders' deficit.

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

                        http://is.gd/RiyEYC

                          About League Now

Brecksville, Ohio-based League Now Holdings Corporation, through
its subsidiary, Infiniti Systems Group, Inc., provides technology
integration services to businesses in the midwestern United
States.

League Now Holdings disclosed a net loss of $359,365 on $3.72
million of revenue for the 12 months ended Dec. 31, 2012, as
compared with a net loss of $112,868 on $3.65 million of revenue
for the 12 months ended Dec. 31, 2011.

Harris F. Rattray CPA, in Pembroke Pines, 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 incurred accumulated net losses of $566,540
and needs to raise additional funds to meet its obligations and
sustain its operations.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


LEO MOTORS: Delays Form 10-Q for First Quarter
----------------------------------------------
Leo Motors, Inc., said the compilation, dissemination and review
of the information required to be presented in the Form 10-Q for
the period ended March 31, 2013, has imposed time constraints that
have rendered timely filing of the Form 10-Q impracticable without
undue hardship and expense to the registrant.  The Company
undertakes the responsibility to file that Quarterly Report no
later than five days after its original due date.

Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo
Motors, Inc., a Nevada corporation, is currently engaged in the
research and development of multiple products, prototypes and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies.

John Scrudato CPA, in Califon, New Jersey, expressed substantial
doubt about Leo Motors' ability to continue as a going concern,
citing the Company's significant losses since inception of
$16.2 million and working capital deficit of $632,161.

The Company reported a net loss of $1.9 million on $25,605 of
revenues in 2012, compared with a net loss of $5.4 million on
$920,587 of revenues in 2011.

In 2011 the Company determined its investment in Leo B&T Inc. an
investment account was impaired and recorded an expense of
$4.5 million.  During the 2012 year the Company had a net non
operating income largely from the result of the forgiveness of
debt for $1.3 million.

The Company's balance sheet at Dec. 31, 2012, showed $1.4 million
in total assets, $1.7 million in total liabilities, and a
stockholders' deficit of $269,422.


MACDERMID INC: Moody's Rates New Revolver 'Ba3' & Keeps 'B2' CFR
----------------------------------------------------------------
Moody's affirmed MacDermid Incorporated's B2 Corporate Family
Rating and assigned Ba3 ratings to its proposed revolving credit
facility and first lien term loan and a Caa1 rating to its
proposed second lien term loan.

The firm will use the proceeds from the proposed debt and $108
million of existing cash balances to refinance approximately $792
million of existing indebtedness and return $475 million of
capital to shareholders by repaying a portion of its preferred
stock. The existing ratings on the debt being refinanced were also
affirmed. The rating outlook is stable.

MacDermid Incorporated

Ratings Affirmed

Corporate Family Rating -- B2

Probability of Default Rating -- B2-PD

*$360mm Gtd sr sec term loan due 2014 -- Ba3 (LGD2, 27%) from Ba3
(LGD2, 29%)

*Euro Gtd sr sec term loan due 2014 -- Ba3 (LGD2, 27%) from Ba3
(LGD2, 29%)

*$350mm Gtd sr subordinated notes due 2017 -- Caa1 (LGD5, 83%)
from Caa1 (LGD5, 84%)

Ratings Assigned

$50mm first lien sr sec revolving credit facility due 2018 -- Ba3
(LGD3, 32%)

$755mm first lien sr sec term loan due 6/2020 -- Ba3 (LGD3, 32%)

$335mm second lien sr sec term loan due 12/2020 -- Caa1 (LGD5,
82%)

Outlook -- stable

*Ratings to be withdrawn upon closing of the refinancing

Ratings Rationale:

MacDermid's B2 CFR reflects the company's significant debt burden
as well as its ability to generate positive free cash flow
throughout the business cycle and track record of improving
margins to levels reflective of specialty-type products (despite
limited revenue growth). The firm enjoys strong market positions
in certain niche markets, modest capital expenditure requirements
and has limited exposure to volatile raw materials costs. The
majority of MacDermid's raw materials are not petrochemical-based
and therefore the company does not experience the same cost
pressures as other chemical firms. The company benefits from
geographic, operational and product diversity through its global
footprint with significant operations in the US, Europe, and Asia
as well as a diverse revenue stream.

There is limited upside to the rating at this time due to the high
leverage. Before an upgrade could be considered, Moody's would
expect MacDermid to demonstrate the ability to grow its sales,
achieve a leverage ratio less than 5x on a sustained basis, and
generate meaningful free cash flow. MacDermid's ratings could be
downgraded if its sales deteriorate or it does not decrease its
leverage to less than 6.2x by the end of 2013.

MacDermid's good liquidity is supported by availability under its
$50 million undrawn revolving credit facility and expectations it
will continue to generate positive free cash flow. The March 31,
2013 cash balance of $143 million will decrease to $35 million
after the proposed refinancing. The new revolving credit facility
will be undrawn at the close.

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

MacDermid, Incorporated (MacDermid) is a global manufacturer of a
variety of chemicals and technical services for a range of
applications and markets including; metal and plastic finishing,
electronics, graphic arts, and offshore drilling. In April 2007,
MacDermid was taken private through a management led buy-out and
is currently owned by investment funds managed by Court Square
Capital Partners and Weston Presidio, and by MacDermid's
management, including Daniel Leever, its Chairman and CEO. The
company maintains its headquarters in Denver, Colorado and
operates facilities worldwide. Revenues for the twelve months
ending March 31, 2013 were $731 million.


MF GLOBAL: Signs Agreements to Settle Claims of BofA, et al.
------------------------------------------------------------
The trustee of MF Global Holdings Ltd. signed two separate
agreements to settle the claims of Bank of America N.A. and the
New York State Department of Taxation and Finance.

Under the BofA agreement, the bank can assert a Class 6A general
unsecured claim for $4 million against MF Global while its claim
against the holding company's broker-dealer unit will be deemed
withdrawn.  Both claims were filed by BlackRock Financial
Management Inc., and were subsequently transferred to the bank.
The agreement is available for free at http://is.gd/9LogWC

Meanwhile, NYSDTF agreed to reduce its claim against MF Global
Holdings USA Inc. to $73,664 from $4,475,289.  The agreement is
available for free at http://is.gd/kpOeM0

Both agreements need approval by U.S. Bankruptcy Judge Martin
Glenn.

Separately, Judge Glenn approved the agreement between the trustee
and Alpha Titans MF SPC.  Under the deal, both sides agreed to
reduce Alpha's claim against MF Global FX Clear LLC to $255,376
from $311,617.  The agreement is available for free at
http://is.gd/tlHKel

                          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.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MMRGLOBAL INC: Had $1.5 Million Net Loss in First Quarter
---------------------------------------------------------
MMRGlobal, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.51 million on $122,028 of total revenues for the three
months ended March 31, 2013, as compared with a net loss of $1.58
million on $172,798 of total revenues for the three months ended
March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $2.25
million in total assets, $9.04 million in total liabilities and a
$6.79 million total stockholders' deficit.

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

                        http://is.gd/nGhrRx

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Rose, Snyder & Jacobs LLP, in Encino,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations during the years ended
Dec. 31, 2011, and 2010.

The Company reported a net loss of $8.88 million in 2011, compared
with a net loss of $17.90 million in 2010.  The Company reported a
net loss of $10.3 million in 2009.


MODERN PRECAST: May 30 Hearing on Confirmation of Liquidation Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
will convene a hearing on May 30, 2013, at 11 a.m., to consider
confirmation of the Plan of Liquidation of VCW Enterprises, Inc.,
formerly known as Modern Precast Concrete, Inc.

The Bankruptcy Court last month signed off on the disclosure
statement explaining the Plan, allowing the Debtor to commence
solicitation of plan votes.  Pursuant to the Disclosure Statement
approval order, written ballots accepting or rejecting the Plan,
and objections to the confirmation of the Plan were due May 24;
and reply, if any, to objections must be submitted by May 28.  Any
objections filed with regard to the approval of the Disclosure
Statement that have not been withdrawn, waived, settled or
resolved were overruled.

M&T Bank, also known as Manufacturers and Traders Trust Company,
as assignee of Wilmington Trust Company and/or Wilmington Trust
FSB, objected to the approval of the Disclosure Statement, stating
that it omitted the most critical information needed by impaired
creditors to determine how to vote on the Plan -- namely, the
amount of claims against the estate and the estimated
distributions to impaired classes of creditors. Diane E. Vuocolo,
Esq., and David M. DeVito, Esq., represented M&T Bank.

According to the approved Disclosure Statement, the Official
Committee of Unsecured Creditors has reviewed and supported the
Plan.

The Plan is premised on the satisfaction of claims through certain
direct payments and the creation of a Liquidating Trust and
distribution of proceeds raised from the sale and liquidation of
the Debtor's remaining assets, claims and causes of action.

On the Effective Date of the Plan, the Debtor will transfer and
assign to the Liquidating Trust substantially all property and
assets of the Debtor, not otherwise provided for by direct
payment(s) under the Plan.

Pursuant to the Plan, the Debtor will pay all Allowed Priority
Claims and Administrative Expense Claims that have not previously
been paid.  Holders of Secured Claims will receive the treatment
set forth in the Plan for each such holder.  All Holders of
Allowed General Unsecured Claims will receive a Pro Rata Share
distribution of the assets of the Liquidating Trust.  The Holders
of Intercompany Claims and Equity Interests will not receive any
distributions from the Liquidating Trust.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/MODERN_PRECAST_ds.pdf

                       About Modern Precast

Modern Precast Concrete, Inc. filed a Chapter 11 petition (Bankr.
E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in Reading,
Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D. Kleban, Esq.,
at McElroy Deutsch Mulvaney & Carpenter LLP, in Philadelphia, Pa.,
serve as counsel to the Debtor.  The Debtor estimated up to
$50 million in both assets and liabilities.  West Family
Associates, LLC (Case No. 12-21306) and West North, LLC (Case No.
12-21307) also sought Chapter 11 protection.  The petitions were
signed by James P. Loew, chief financial officer.

Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast
is a leading manufacturer and distributor of precast concrete
structures, pipes and related products.  Modern also purchases and
resells related products.  Modern operates from two facilities, a
91,010 square-foot facility in Easton, Pennsylvania and a 43,784
square-foot facility in Ottsville, Pennsylvania.

Modern is a single source supplier of virtually every precast
concrete product needed for residential, commercial/industrial,
Department of Transportation and municipality projects.

Modern, on a consolidated basis, generated revenues of
$23.4 million and $19.4 million and operating EBITDA of
$1.4 million and ($382,000) for years 2010 and 2011, respectively.

The Debtors have tapped Beane Associates, Inc. as financial
restructuring advisor; and Barry D. Kleban, Esq., and Aaron S.
Applebaum, Esq., at McElroy Deutsch Mulvaney & Carpenter LLP, as
attorneys.  Griffin Financial Group, LLC serves as investment
banker.

The Official Committee of Unsecured Creditors is represented by
Ciardi Ciardi & Astin.  The Committee tapped Eisneramper LLP as
its accountants and financial advisor.

On Jan. 18, 2013, the Bankruptcy Court approved the sale of the
substantially all of the Debtors' assets to OldCastle Precast,
Inc., for a total proposed purchase price of $7,800,000 to the
Debtors, plus the Sellable Inventory Value, plus the AR Value,
less the WIP Adjustment, less any remaining amounts payable with
respect to any items of Equipment that are subject to capital
leases as described in the asset purchase agreement.

The Debtor is now known as VCW Enterprises, Inc., doing business
as M&W Precast.


MODERN PRECAST: Can Use M&T Bank's Cash Collateral Until June 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
approved a stipulation authorizing VCW Enterprises, Inc.'s use of
M&T Banks' cash collateral until June 30, 2013.

The stipulation was entered between VCW -- doing business as M&W
Precast, and formerly known as Modern Precast Concrete, Inc. --
and M&T Bank, also known as Manufacturers and Traders Trust
Company, as assignee of Wilmington Trust Company and/or Wilmington
Trust FSB.

As reported by the Troubled Company Reporter on Feb. 15, 2013, as
of the Petition Date, the Debtors owed not less than $13,524,208
plus accrued and unpaid interest in the amount of $105,188, plus
fees and costs, including without limitation fees relating to
interest rate swap obligations.

As adequate protection, the Bank is granted, subject to the Carve-
Out (for fees to the Bankruptcy Court and the United States
Trustee, and the fees of retained professionals), replacement
liens in all present and after acquired property of the Debtors,
which liens will not include Avoidance Actions.  As further
adequate protection, the Bank is granted allowed superpriority
administrative expense claims in the cases, junior only to the
Carve-Out.  As additional adequate protection, the Debtors will
make (i) monthly payments of cash-pay interest of $5,000 towards
the West Term Loan, and (ii) monthly payments in the approximate
amount of $13,000 with respect to the Debtors' interest rate swap
obligations.

                       About Modern Precast

Modern Precast Concrete, Inc. filed a Chapter 11 petition (Bankr.
E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in Reading,
Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D. Kleban, Esq.,
at McElroy Deutsch Mulvaney & Carpenter LLP, in Philadelphia, Pa.,
serve as counsel to the Debtor.  The Debtor estimated up to
$50 million in both assets and liabilities.  West Family
Associates, LLC (Case No. 12-21306) and West North, LLC (Case No.
12-21307) also sought Chapter 11 protection.  The petitions were
signed by James P. Loew, chief financial officer.

Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast
is a leading manufacturer and distributor of precast concrete
structures, pipes and related products.  Modern also purchases and
resells related products.  Modern operates from two facilities, a
91,010 square-foot facility in Easton, Pennsylvania and a 43,784
square-foot facility in Ottsville, Pennsylvania.

Modern is a single source supplier of virtually every precast
concrete product needed for residential, commercial/industrial,
Department of Transportation and municipality projects.

Modern, on a consolidated basis, generated revenues of
$23.4 million and $19.4 million and operating EBITDA of
$1.4 million and ($382,000) for years 2010 and 2011, respectively.

The Debtors have tapped Beane Associates, Inc. as financial
restructuring advisor; and Barry D. Kleban, Esq., and Aaron S.
Applebaum, Esq., at McElroy Deutsch Mulvaney & Carpenter LLP, as
attorneys.  Griffin Financial Group, LLC serves as investment
banker.

The Official Committee of Unsecured Creditors is represented by
Ciardi Ciardi & Astin.  The Committee tapped Eisneramper LLP as
its accountants and financial advisor.

On Jan. 18, 2013, the Bankruptcy Court approved the sale of the
substantially all of the Debtors' assets to Old Castle Precast,
Inc., for a total proposed purchase price of $7,800,000 to the
Debtors, plus the Sellable Inventory Value, plus the AR Value,
less the WIP Adjustment, less any remaining amounts payable with
respect to any items of Equipment that are subject to capital
leases as described in the asset purchase agreement.

The Debtor is now known as VCW Enterprises, Inc., doing business
as M&W Precast.


MODERN PRECAST: Court Approves Grim Biehn as Collections Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized VCW Enterprises, Inc., doing business as M&W Precast,
formerly known as Modern Precast Concrete, Inc., to employ Jeffrey
Trauger and Grim, Biehn & Thatcher as attorneys in the ordinary
course of business.

Grim will provide the Debtor specialized professional assistance
in connection with the operation of its business, including,
specifically, in connection with collection of past-due
receivables from its customers.

Prior to the Petition Date, Grim provided similar debt-collection
legal services for the Debtor.  On account of the services, Grim
holds a prepetition claim in the approximate amount of $4,573.

Grim will also receive this compensation in exchange for the
services rendered:

   a. one-third contingent fee on any funds received.  This fee
includes any out-of-state counsel that are elected by the Grim
firm to assist with recovery of amounts due.

   b. reimbursement of out-of-pocket costs incurred by the Grim
Firm, including court filing fees, deposition transcripts,
property or asset searches, or any other third party search
provider.

                       About Modern Precast

Modern Precast Concrete, Inc. filed a Chapter 11 petition (Bankr.
E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in Reading,
Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D. Kleban, Esq.,
at McElroy Deutsch Mulvaney & Carpenter LLP, in Philadelphia, Pa.,
serve as counsel to the Debtor.  The Debtor estimated up to
$50 million in both assets and liabilities.  West Family
Associates, LLC (Case No. 12-21306) and West North, LLC (Case No.
12-21307) also sought Chapter 11 protection.  The petitions were
signed by James P. Loew, chief financial officer.

Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast
is a leading manufacturer and distributor of precast concrete
structures, pipes and related products.  Modern also purchases and
resells related products.  Modern operates from two facilities, a
91,010 square-foot facility in Easton, Pennsylvania and a 43,784
square-foot facility in Ottsville, Pennsylvania.

Modern is a single source supplier of virtually every precast
concrete product needed for residential, commercial/industrial,
Department of Transportation and municipality projects.

Modern, on a consolidated basis, generated revenues of
$23.4 million and $19.4 million and operating EBITDA of
$1.4 million and ($382,000) for years 2010 and 2011, respectively.

The Debtors have tapped Beane Associates, Inc. as financial
restructuring advisor; and Barry D. Kleban, Esq., and Aaron S.
Applebaum, Esq., at McElroy Deutsch Mulvaney & Carpenter LLP, as
attorneys.  Griffin Financial Group, LLC serves as investment
banker.

The Official Committee of Unsecured Creditors is represented by
Ciardi Ciardi & Astin.  The Committee tapped Eisneramper LLP as
its accountants and financial advisor.

On Jan. 18, 2013, the Bankruptcy Court approved the sale of the
substantially all of the Debtors' assets to Old Castle Precast,
Inc., for a total proposed purchase price of $7,800,000 to the
Debtors, plus the Sellable Inventory Value, plus the AR Value,
less the WIP Adjustment, less any remaining amounts payable with
respect to any items of Equipment that are subject to capital
leases as described in the asset purchase agreement.

The Debtor is now known as VCW Enterprises, Inc., doing business
as M&W Precast.


MUNDY RANCH: Plan Takes Backseat Over Conversion, Trustee Bids
--------------------------------------------------------------
The Honorable Robert H. Jacobvitz of the U.S. Bankruptcy Court for
the District of New Mexico signed a stipulated order extending
deadline for Mundy Ranch, Inc., and Robert Mundy to file amended
disclosure statements.

Pursuant to the stipulation, the Court (1) extended the filing
deadline to 21 days after entry of the order resolving Valley
National Bank's motion to convert, and Robert Mundy's motion to
appoint a trustee or examiner; and (2) extended to 14 days the
deadline for responses to the amended disclosure statements after
the amended disclosure statements are filed.

At the hearing on approval of the disclosure statements to the
Competing Plans, the Court set a deadline of April 30, 2013, for
the Debtor and Robert Mundy to file amendments to their disclosure
statements.  However, no order was entered on the docket resulting
from the hearing. The Court also set a final hearing on the
amended disclosure statements to be held on May 15.

Pursuant to the Stipulation, the May 15 final hearing on approval
of the amended disclosure statements was vacated.

Mr. Mundy, through of counsel Daniel J. Behles, Esq., at Moore,
Berkson & Gandarilla, P.C., has asked the Court to appoint a
Chapter 11 examiner or trustee, or in the alternative, convert the
case to a case under Chapter 7 of the Bankruptcy Code.  Mr. Mundy
explained that the Debtor is being managed in a fraudulent or
incompetent manner by the existing management team, both before
and after the commencement of the case.

Mr. Mundy noted that the Debtor is managed by its president, James
Mundy, and by its vice president, David Metler. James Mundy is the
largest individual shareholder of the Debtor, owning directly or
through family limited partnerships or trusts approximately 40% of
the equity security interests in the Debtor. David Metler has been
designated by the Debtor as its official representative in these
bankruptcy proceedings.

Mr. Mundy added that the Debtor has either made significant
unauthorized postpetition advances to its principal shareholder
and officer, James Mundy, or the Debtor has improperly and
incompetently maintained its books and records.

Meanwhile, Mundy Ranch has asked the Bankruptcy Court to approve a
stipulation:

     -- resolving Robert Mundy's objections to the Debtor's motion
to sell real property to Jimmy Putman and Tammie Brock,

     -- providing adequate protection for Mr. Mundy's interest in
the Debtor, and

     -- continuing hearing on Mr. Mundy's motion to appoint
trustee or examiner.

As adequate protection for Robert Mundy's claimed interest in the
Debtor, upon closing of the Putnam Unsecured sale, the Debtor will
sequester $50,000 of the sale proceeds in a new Debtor-in-
Possession bank account that requires two signature, those of
David Metler and the Debtor's counsel, Chris Gatton.

A trial on Mr. Mundy's motion to appoint trustee or examiner was
originally set for May 7 and May 8, and has been vacated and
continued to July 9 and July 10, at 9 a.m.  The parties will
exchange witness lists and exhibit lists and copies of exhibits by
June 28.

                         About Mundy Ranch

Mundy Ranch Inc. -- http://www.mundyranch.com/-- is a family-
owned corporation organized under the laws of the State of New
Mexico with its principal place of business in Rio Arriba County,
New Mexico.  Mundy Ranch sells undeveloped parcels of real
property in northern New Mexico which together occupy
approximately 6,000 acres of land.  The majority of the land
consists of an undivided 5,500 acre parcel, which is also called
Mundy Ranch.  Mundy Ranch scheduled the Mundy Ranch Parcel as
having a value of $17,000,000, with secured claims against the
Mundy Ranch Parcel in the amount of $2,095,000.  Mundy Ranch
generates substantially all of its revenue from developing and
selling parcels of land.  It generates a small amount of revenue
by selling Christmas trees.

Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M.
Case No. 12-13015) in Albuquerque, New Mexico.  The Law Office of
George Dave Giddens, PC, in Albuquerque, serves as counsel to the
Debtor.  The Debtor estimated assets of $10 million to $50 million
and debts of up to $10 million.


NETWORK CN: Delays Form 10-Q for First Quarter
----------------------------------------------
Network CN Inc. said its quarterly report on Form 10-Q for the
period ended March 31, 2013, could not be filed without
unreasonable effort or expense within the prescribed time period
because of a delay in the preparation of its unaudited
consolidated financial statements for that quarter.  This delay
primarily resulted from the Company commencing the process of
preparing the Form 10-Q for the first quarter of 2012 four weeks
later than normal due to the additional time necessary to complete
the annual report on Form 10-K for the year ended Dec. 31, 2012,
which report was filed on May 10, 2013.  The Company is in the
process of completing its financial statement review and believes
that the Form 10-Q will be filed within the period described under
Rule 12b-25(b)(2)(ii).

Causeway Bay, Hong Kong-based Network CN Inc. provides out-of-home

advertising in China, primarily serving the needs of branded
corporate customers.

In the auditors' report on the consolidated financial statemetns
for the period ended Dec. 31, 2012, Union Power Hong Kong CPA
Limited, in Hong Kong SAR, expressed substantial doubt about
Network CN's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred net
losses of $1.2 million, $2.1 million and $2.6 million for the
years ended Dec. 31, 2012, 2011, and 2010, respectively.

The Company reported a net loss of $1.2 million on $1.8 million of
revenues in 2012, compared with a net loss of $2.1 million on
$1.8 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.7 million
in total assets, $5.8 million in total liabilities, and a
stockholders' deficit of $4.0 million.


NEWLAND INT'L: Chap. 11 Filing Cues Moody's to Withdraw Ratings
---------------------------------------------------------------
Moody's Investors Service withdrew Newland International
Properties, Corp.'s Ca senior secured rating.

Ratings Rationale:

This rating action follows the company's filing of a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code on April 30, 2013. Under the proposed plan the
current notes will be cancelled and noteholders will receive new
9.5% notes with a principal balance of $220 million. The unpaid
accrued interest will be added to the par value of the notes.

The following rating was withdrawn:

Newland International Properties, Corp. -- senior secured rating
at Ca

The last rating action on Newland International Properties, Corp.
was on April 2, 2012 when the rating was downgraded to Ca from
Caa3 and the outlook was changed to developing.

Newland International Properties Corp. is a sociedad anonima
organized under the laws of the Republic of Panama. Newland is a
real estate development company established to develop the "Trump
Ocean Club International Hotel & Tower" in Panama City, Panama.
Trump Ocean Club is being developed as a multi-use luxury tower,
overlooking the Pacific Ocean, with luxury condominium residences,
a hotel condominium, a limited number of offices, and premier
leisure amenities. Trump Ocean Club will be located on the Punta
Pacifica Peninsula in Panama City, on approximately 2.8 acres
(11,200 square meters) of land, including approximately 295 lineal
feet (90 lineal meters) of oceanfront.


NORTEL NETWORKS: Has Permit to Hire Mergis to Provide CFO, etc.
---------------------------------------------------------------
Nortel Networks Inc., et al., received authority from the U.S.
Bankruptcy Court for the District of Delaware to employ The Mergis
Group, a division of Randstad Professionals US, LP, to support the
residual operations of the Debtors.

Mergis will provide the services of Timothy Ross to serve as chief
financial officer and secretary of the Debtors, Allen Stout to
serve as controller of the Debtors, and additional personnel to
support Messrs. Ross and Stout.

As security for Mergis' services, the Debtors will pay Mergis a
retainer in the amount of $1.5 million.  The Retainer may be
reduced periodically by Mergis for unpaid fees and expenses.  Upon
the termination of the Consulting Agreement and the provision of
staffing services, any unused portion of the Retainer will be
returned to the Debtors.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


NORTHWEST PARTNERS: Fannie Mae Seeks Turn Over of Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada in April held
a hearing on the motion of The Federal National Mortgage
Association to direct Northwest Partners to turnover Fannie Mae's
cash collateral.

Fannie Mae said the Court's cash collateral order provides that
Fannie Mae is entitled to monthly cash collateral payments.  The
Debtor has failed to turn over those payments since December 2012.
Instead, the Debtor has distributed $50,000 of Fannie Mae's
collateral to its counsel, which was not authorized by the cash
collateral order or any other order of the Court.

Fannie Mae seeks entry of an order (i) compelling the Debtor to
turn over cash collateral to Fannie Mae as required under the cash
collateral order; and (ii) compelling the Debtor's counsel to
return $50,000 to the Debtor until such time as the Court may
approve counsel's compensation.  Alan R. Smith, Esq., and Holly E.
Estes, Esq., at the Law Offices of Alan R. Smith, represent the
Debtor.

Fannie Mae noted that under the terms of the cash collateral
order, the Debtor owed Fannie Mae approximately $13.1 million
which is secured by a lien on (i) the Debtor's real and personal
property commonly known as the Austin Crest Apts., and (ii) the
rents, issues and profits generated from the Apartment Property.

                     About Northwest Partners

Northwest Partners owns the 268-unit Austin Crest Apartment in
Northwest Reno, Nevada.  It filed for Chapter 11 bankruptcy
(Bankr. D. Nev. Case No. 11-53528) on Nov. 17, 2011.  Judge Bruce
T. Beesley oversees the case.  The Debtor scheduled $13,513,361 in
assets and $14,135,158 in liabilities.  The petition was signed by
Robert F. Nielsen, president of IDN I, the Debtor's general
partner.

Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno,
Nev., represents the Debtor as counsel.  Attorneys at Snell &
Wilmer L.L.P., in Las Vegas, Nev., represent Fannie Mae as
counsel.

Under a Plan filed in the case, the Debtor will continue to
operate its business of leasing its property post-confirmation.
The income generated will be used to fund the Plan.  The equity
owners of the Debtor will contribute funds as are necessary to
implement the Plan.


OPENLINK INT'L: Moody's Cuts CFR to B3 on Bleak 2013 Expectations
-----------------------------------------------------------------
Moody's Investors Service lowered the debt ratings of OpenLink
International Inc., including downgrades to a B3 Corporate Family
rating, a B3-PD Probability of Default rating and B1 senior
secured instrument ratings. The ratings outlook was revised to
negative.

Ratings Rationale:

"The disappointing 2012 financial performance and the scale of its
restructuring initiatives lead us to believe that OpenLink will
de-leverage at a much slower rate than we had expected," said
Edmond DeForest, Senior Analyst at Moody's.

The B3 CFR reflects expectations for little to no free cash flow
in 2013 to inhibit debt repayment. Moody's expects debt to EBITDA
to remain above 7 times throughout 2013 (after Moody's standard
adjustments). OpenLink has small revenue size and a narrow product
set. Moody's expects OpenLink's energy and commodity trading and
risk management (ETRM) software license revenues will grow 4% to
7%, driven mostly by sales to existing customers, and lower single
digit growth from service and maintenance revenue to drive total
revenue to more than $300 million and EBITDA to about $80 million
in 2013. The rating is supported by OpenLink's leading position in
ETRM software, a high customer retention rate and visibility into
future revenues. OpenLink has a limited operating track record
since the implementation of sales and cost restructuring
initiatives. In addition to an ETRM industry focus, OpenLink
exhibits moderate customer concentration risk. Over $55 million of
interest expense constrains free cash flow potential. OpenLink has
access to its $50 million revolver, so liquidity is adequate.

Nonetheless, because of the high financial leverage and cash
interest burden, the negative ratings outlook reflects concerns
that if new license sales fall below Moody's expectations,
liquidity could become strained. Moody's expects the benefits of
sales and cost restructuring efforts to drive mid-single digit new
license software revenue growth and a return to positive operating
profits in 2013. Moody's could lower the ratings if new license
sales growth is less than anticipated or costs are not reduced,
driving negative free cash flow and diminished liquidity. If
Moody's comes to expect higher license sales growth, driving
higher profits and at least $25 million of annual free cash flow,
the ratings could be upgraded.

The following ratings (assessments) were downgraded:

Corporate Family, to B3 from B2

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

Senior Secured Revolving Credit Facility due 2016, to B1 (LGD2,
28%) from Ba3 (LGD2, 27%)

Senior Secured 1st Lien Term Loan due 2017, to B1 (LGD2, 28%) from
Ba3 (LGD2, 27%)

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

OpenLink is a provider of ETRM software owned by affiliates of
Hellman & Friedman LLC. Moody's expects 2013 revenues of over $300
million.


ORAGENICS INC: Incurs $1.6 Million Net Loss in First Quarter
------------------------------------------------------------
Oragenics, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.58 million on $176,407 of net revenue for the three months
ended March 31, 2013, as compared with a net loss of $1.61 million
on $380,527 of net revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed $8.82
million in total assets, $1.17 million in total liabilities, all
current, and $7.64 million in total shareholders' equity.

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

                       http://is.gd/PUskIQ

                       About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

Oragenics incurred a net loss of $13.09 million in 2012, as
compared with a net loss of $7.67 million in 2011.


OTELCO INC: Completes Balance Sheet Restructuring; Exits Ch. 11
---------------------------------------------------------------
Otelco Inc. on May 24 disclosed that it has emerged from
bankruptcy and completed its balance sheet restructuring process,
including an extension of its senior credit facility.

"[Fri]day, May 24, we completed the actions necessary to implement
the final steps of our restructuring Plan," said Mike Weaver,
President and Chief Executive Officer of Otelco.  "Our total debt
has been reduced by more than 50%, our senior credit facility has
been extended through April 2016, and we have exited Chapter 11
bankruptcy.  Our customers have been provided uninterrupted
service during our restructuring, and our vendor partners have
continued to receive payment in full for the goods and services
they provide Otelco."

The Company repaid $28.7 million on its senior credit facility and
extended its maturity through April 2016.  The remaining balance
of $133.3 million will have quarterly principal payments of 1.25%
of the new loan amount plus interest on the outstanding balance at
6.5%.  In addition, the Company will utilize 75% of its quarterly
free cash flow to further reduce the outstanding balance on the
loan each quarter.  The facility includes a $5.0 million revolver
which was undrawn at closing.  These actions, along with the
actions described below, complete the requirements of the
Company's pre-packaged Plan and allow Otelco to exit bankruptcy
today.

"A special thank you goes to our Board of Directors for guiding
the restructuring process," added Mr. Weaver.  "We appreciate the
years of service provided by Bill Bak, Bob Guth, and Bill
Reddersen, as they leave the Otelco Board [Fri]day, May 24.  We
are excited to have three very experienced new members joining our
Board.  Norman Frost, Brian Ross and Gary Sugarman bring many
years of telecommunications and management experience to their new
positions.  Short biographical information is included on each
individual.  Additional details of the Board composition and
committee structure will be included in a Form 8-K to be filed
shortly.

"Our existing Class A stock and the majority of our subordinated
debt traded together as an IDS on both the NASDAQ Global Market
and the Toronto Stock Exchange," noted Mr. Weaver.  "[Fri]day,
May 24, will be the last trading day for our IDSs.  Our old Class
A shares were part of the IDS and will be extinguished.  Five of
the subordinated debt bonds, including the bonds that were part of
the IDS, will be exchanged for one new Class A share which will
trade under the symbol OTEL on the NASDAQ Global Market beginning
after the Memorial Day holiday.  To provide a simple example,
holders of 100 IDS units will receive 20 shares of our new Class A
stock. Subject to dilution by a management equity plan, existing
sub-note holders will retain over 85% of the ownership of Otelco.
Due to the consistent low level of trading on the Toronto Stock
Exchange, Otelco's new Class A shares will not be listed on that
exchange."

                      New Otelco Board Members

Norman C. Frost - Mr. Frost is currently a private investor.  He
served on the Board of Directors of Iowa Telecom from 2006 until
its acquisition by Windstream in 2010.  Mr. Frost worked as an
investment banker for over 25 years, focusing primarily on the
telecommunications industry, where he executed a wide range of
assignments for his clients, including international and domestic
mergers and acquisitions, valuations, public and private equity
and debt offerings, and project financings.  He was a Managing
Director of Legg Mason Wood Walker, Inc. and head of that firm's
Technology sector in the Investment Banking Department from 1998
to 2005.  Prior to joining Legg Mason, Mr. Frost was a Managing
Director in the Communications Group at Bear, Stearns & Co. Inc.
and started his investment banking career at The First Boston
Corporation.

Brian A. Ross - Mr. Ross is currently an independent consultant.
Until December 2012, Mr. Ross served as President and CEO of
KnowledgeWorks, an educational non-profit that provides innovative
methodologies to teachers, administrators and local community
leaders to more effectively prepare their students for college and
21st century careers.  Prior to joining KnowledgeWorks, Mr. Ross
served in various financial and operations roles in a 13-year-
tenure at Cincinnati Bell, including Chief Financial Officer and
Chief Operating Officer.  Mr. Ross has also served in various
financial capacities for US Shoe, Student Loan Funding, and The
Mead Corporation.  He serves on the Board of Directors for Alaska
Communications where he is a member of the audit committee and is
the chairperson of the compensation committee.

Gary Sugarman - Mr. Sugarman is Managing Member of Richfield
Capital Partners, a venture fund formed in May 2010 to provide
working capital investments in the technology/media sectors and a
principal of Richfield Associates, a telecom investment/merchant
bank which he founded in 1993.  Over a 20-year period,
Mr. Sugarman has invested in and operated numerous telecom/data
companies through these entities.  Mr. Sugarman sits on the board
of TDS Telecom, a publicly traded telecom company with both
wireless and wireline assets; and LICT Corp, which owns telecom
operating companies and other telecom assets.  Mr. Sugarman was,
until recently, Executive Chairman/Investor- FXecosystem Inc, a
private company based in London, and, from 2007 until 2010,
Executive Chairman/Investor - Veroxity Technology Partners, a
metro fiber provider in Boston.  He also served as Chairman and
Chief Executive Officer of Mid Maine Communications, a facilities-
based telecommunications company he co-founded in 1994, until its
sale in 2006 to Otelco.

                        About Otelco Inc.

Oneonta, Alabama-based Otelco Inc. operates eleven rural local
exchange carriers ("RLECs") serving subscribers in north central
Alabama, central Maine, western Massachusetts, central Missouri,
western Vermont and southern West Virginia.

On March 24, 2013, the Company and each of its direct and indirect
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-
10593) in order to effectuate their prepackaged Chapter 11 plan of
reorganization -- 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.

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.

On May 6, 2013, the Bankruptcy Court entered an order confirming
the Plan.


PABELLON DE LA VICTORIA: Has Until June 15 to File Plan
-------------------------------------------------------
The Hon. Edward A. Godoy of the U.S. Bankruptcy Court for the
District of Puerto Rico has granted Pabellon De La Victoria
Movimiento Iglesias De Fe (MI FE) Inc. a 60-day extension, or
until June 15, 2013, to file the disclosure statement and plan of
reorganization.

The Debtor was previously ordered to file the Disclosure Statement
and the Plan by April 5, 2013.

Gloria M. Justiniano, Esq., the attorney for the Debtor, said that
this isn't a small business case.  According to Ms. Justiniano,
the Debtor is working to complete negotiations with prospective
buyers Municipio de Hormigueros and Wal-Mart for the real property
of 12.564 cuerdas located at PR-2 Km 162.8, Hormigueros, Puerto
Rico.  "The Debtor is expecting an offer to purchase the real
property located at Membrillo and Puente Wards, Camuy, Puerto
Rico, by Pabellon de la Victoria Camuy Inc.  The prospective
purchaser, which is an independent church, has requested an
appraisal report in order to submit an offer to the Debtor and
secured creditor Banco Popular de Puerto Rico.  The Debtor
believes that it will complete the negotiation process within the
60-day period requested," Ms. Justiniano said.

Ms. Justiniano stated that the Debtor is working with relevant
data pertaining to the Debtor's properties and with claims
analysis and classification.  The bar date set forth for the
governmental claim is April 20, 2013.

                   About Pabellon De La Victoria

Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-08223) in
Ponce, Puerto Rico, on Oct. 16, 2012.  Bankruptcy Judge Edward A.
Godoy oversees the case.  Gloria M. Justiniano Irizarry, Esq., at
Justiniano's Law Office, in Mayaguez, Puerto Rico, serves as
counsel.  The Debtor estimated assets and debts of $10 million to
$50 million.  Banco Popular De Puerto Rico has $14 million in
unsecured claims.  The petition was signed by Evelyn Dominguez
Ramos, president.


PACIFIC GOLD: Incurs $220,800 Net Loss in First Quarter
-------------------------------------------------------
Pacific Gold Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $220,885 on $0 of total revenue for the three months ended
March 31, 2013, as compared with a net loss of $1.38 million on
$47,283 of total revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2013, showed $1.42
million in total assets, $4.63 million in total liabilities and a
$3.20 million total stockholders' deficit.

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

                        http://is.gd/lfIvUw

                        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.

Pacific Gold diclosed a net loss of $16.62 million in 2012, as
compared with a net loss of $1.38 million in 2011.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, 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 losses from
operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


PATRICIA MILLARD: Chapter 15 Case Summary
-----------------------------------------
Chapter 15 Debtor: Patricia H. Millard
                   453 Britannia Drive
                   Grand Cayman
                   Cayman Islands

Chapter 15 Case No.: 13-11626

Chapter 15 Petition Date: May 16, 2013

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Chapter 15 Debtor's Counsel: Warren E. Gluck, Esq.
                             James H. Power, Esq.
                             HOLLAND & KNIGHT LLP
                             31 W 52nd Street
                             New York, NY 10019
                             Tel: (212) 573-3396
                             Fax: (212) 385-9010
                             E-mail: warren.gluck@hklaw.com
                                     james.power@hklaw.com

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

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Kenneth M. Krys, appointed
administrator and foreign representative.


PETRON ENERGY II: Incurs $384K Net Loss in First Quarter
--------------------------------------------------------
Petron Energy II, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $383,589 on $106,874 of revenue for the
three months ended March 31, 2013, compared with a net loss of
$6.55 million on $90,634 of revenue for the same period last year.

The Company's balance sheet at March 31, 2013, showed
$2.24 million in total assets, $3.47 million in total liabilities,
and a stockholders' deficit of $1.23 million

"The Company has incurred a net loss of $383,589 for the quarter
ended March 31, 2013 (2012 - $6,552,438) and at March 31, 2013,
had an accumulated deficit of $20,204,812 (2012 ? $19,711,848).
While the Company has recognized revenues from operations, the
revenues generated are not sufficient to sustain operations.  The
Company does not have sufficient funds to acquire new business
assets or maintain its existing operations at this time.
Management's plan is to raise equity and/or debt financing as
required but there is no certainty that such financing will be
available or that it will be available at acceptable terms.  The
outcome of these matters cannot be predicted at this time."

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

Dallas-based Petron Energy II, Inc., is engaged primarily in the
acquisition, development, production, exploration for and the sale
of oil, gas and gas liquids in the United States.  As of Dec. 31,
2011, the Company is operating in the states of Texas and
Oklahoma.  In addition, the Company operates two gas gathering
systems located in Tulsa, Wagoner, Rogers and Mayes counties of
Oklahoma.  The pipeline consists of approximately 132 miles of
steel and poly pipe, a gas processing plant and other ancillary
equipment.  The Company sells its oil and gas products primarily
to a domestic pipeline and to another oil company.


PHILIP MILTON: Facing Penalties for Operating $28.4MM Ponzi Scheme
------------------------------------------------------------------
The U.S. Commodity Futures Trading Commission on Thursday
announced that Judge Daniel Hurley of the U.S. District Court for
the Southern District of Florida, following a bench trial on April
24, 2013, entered a Final Judgment Order, ordering Defendant
William Center, of Richmond, Virginia, to pay restitution of
$455,430 individually and $8,652,140.41 jointly and severally with
Trade, LLC, as well as a $4 million civil monetary penalty.
Defendant Gregory Center, of McLean, Virginia, was ordered to pay
$265,661.14 in restitution and a $2 million civil monetary
penalty.

The Order stems from a Complaint filed against Defendants Philip
Milton, William Center, Gregory Center, and Trade, LLC on June 22,
2010.  The Complaint charged the Defendants with operating a Ponzi
scheme, misappropriating at least $9.6 million of pool funds for
their personal use and to continue the scam, and fraudulently
soliciting approximately $28.4 million from at least 2,000
customers to participate in a commodity pool to trade futures and
securities. The Complaint also named four Relief Defendants, all
corporations owned by the individual Defendants, for receiving
funds as a result of the Defendants' misappropriation to which
they have no legitimate entitlement. The CFTC charges against
Defendants Philip Milton and Trade, LLC, and against the Relief
Defendants, were resolved via supplemental consent Orders entered
by the court on April 24, 2013 (see CFTC Press Release 6590-13).

On February 18, 2011, and July 29, 2011, the court entered consent
Orders of permanent injunction against William Center and Gregory
Center, respectively. The Centers consented to liability but left
the matters of restitution, disgorgement, and civil monetary
penalties to be resolved by agreement. However, the CFTC and the
Centers were unable to reach an agreement; therefore, the parties
proceeded to trial on April 24, 2013, in front of Judge Hurley.
Judge Hurley's Final Judgment was entered on May 17, 2013. The
judge also entered a Memorandum Opinion in the matter (see the
Related Links).

The CFTC appreciates the assistance of the U.S. Securities and
Exchange Commission and the Florida Office of Financial
Regulation.

CFTC Division of Enforcement staff members responsible for this
case are Jason Mahoney, Timothy J. Mulreany, George Malas, Paul
Hayeck, and Joan Manley.


PITTSBURGH CORNING: Bankruptcy Court Confirms Reorganization Plan
-----------------------------------------------------------------
Pittsburgh Corning Corporation on May 25 disclosed that its
Modified Third Amended Plan of Reorganization was confirmed by the
U.S. Bankruptcy Court for the Western District of Pennsylvania,
effective late on May 24.  The confirmation leads the company one
step closer to emerging from Chapter 11 bankruptcy.  Pittsburgh
Corning has operated under Chapter 11 protection since April 16,
2000.

Between 1964 and 1972, Pittsburgh Corning manufactured, marketed
and sold Unibestos, an asbestos pipe insulation product it
acquired from Union Asbestos and Rubber Company.  The company
manufactured Unibestos at its plants in Tyler, Texas and Port
Allegany, Pennsylvania.  While the Pittsburgh Corning revenues for
this product averaged less than $3 million annually, the company
was named as a defendant in asbestos-related lawsuits, defending
and resolving more than 200,000 claims.  Pittsburgh Corning sought
Chapter 11 protection in 2000, when it became apparent that
defending and settling an additional 235,000 claims would exhaust
company resources before they could be resolved.

The newly confirmed Plan of Reorganization establishes a trust
valued in excess of $3.5 billion to assume all asbestos-related
liabilities and resolve all asbestos personal injury claims.  The
trust will be funded by Pittsburgh Corning, its shareholders PPG
Industries Inc. and Corning Incorporated, and participating
insurance carriers.

"The trust is intended to help support the people and families who
were harmed by asbestos," said Phillip M. Martineau, Chairman and
CEO of Pittsburgh Corning.  The confirmation of the Plan paves the
way for the next step in the process: review and affirmation of
the Plan by the U.S. District Court for the Western District of
Pennsylvania.

"Pittsburgh Corning is making progress.  While the legal work
continues and our lengthy Chapter 11 process is not yet fully
concluded, the confirmation of our Plan of Reorganization is a
turning point, leading us closer to the consummation of the
Chapter 11 proceedings," said Martineau.  "We thank our customers
and our employees, shareholders, suppliers and business partners,
whose loyalty has been instrumental in keeping Pittsburgh Corning
stable and competitive during the past 13 years.  Their dedication
has allowed the Company to continue providing premium products and
support services.  Pittsburgh Corning today has built a strong
foundation for continued growth, and we look forward to our final
emergence from bankruptcy."

                     About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

The Hon. Judith K. Fitzgerald presides over the case.  Reed Smith
LLP serves as counsel and Deloitte &Touche LLP as accountants to
the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo&Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella&
Wiker, LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin&Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill &Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin&Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic&
Scott LLP as his counsel, Young Conaway Stargatt& Taylor, LLP, as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when
it denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.

As reported by the TCR on April 25, 2012, Pittsburgh Corning
Corp., a joint venture between Corning Inc. and PPG Industries
Inc., filed another amendment to its reorganization plan designed
to wrap up a Chapter 11 begun 12 years ago.

The Company's balance sheet at Sept. 30, 2012, showed
$29.41 billion in total assets, $7.52 billion in total liabilities
and $21.88 billion in total equity.


PLANDAI BIOTECHNOLOGY: Delays Form 10-Q for First Quarter
---------------------------------------------------------
Plandai Biotechnology, Inc., has experienced a delay in completing
the necessary disclosures and finalizing its financial statements
with its independent public accountant in connection with its
quarterly report on Form 10-Q for the period ended March 31, 2013.
As a result of this delay, the Company was unable to file its
Quarterly Report by the prescribed filing date of May 15, 2013,
without unreasonable effort or expense.

                           About Plandai

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.

As reported in the TCR on Oct. 22, 2012, Michael F. Cronin CPA
expressed substantial doubt about Plandai's ability to continue as
a going concern in his report on the Company's June 30, 2012,
financial statements.  Mr. Cronin noted that the Company has
incurred a $3.7 million loss from operations, consumed $700,000 of
cash due to its operating activities, and may not have adequate
readily available resources to fund operations through June 30,
2013.

The Company's balance sheet at Dec. 31, 2012, showed $8.75 million
in total assets, $9.97 million in total liabilities and a $1.22
million deficit.


POSITIVEID CORP: Delays Q1 Form 10-Q for Auditor's Review
---------------------------------------------------------
PositiveID Corporation was unable, without unreasonable effort or
expense, to file its quarterly report on Form 10-Q for the quarter
ended March 31, 2013, by the May 15, 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 Quarterly Report.

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID incurred a net loss of $7.99 million on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$16.48 million on $0 of revenue for the year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $2.41 million
in total assets, $6.17 million in total liabilities and a $3.76
million total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
at Dec. 31, 2012, the Company has a working capital deficiency and
an accumulated deficit.  Additionally, the Company has incurred
operating losses since its inception and expects operating losses
to continue during 2013.  These conditions raise substantial doubt
about its ability to continue as a going concern.


POSITRON CORP: Delays Form 10-Q for First Quarter
-------------------------------------------------
Positron Corporation said its financial statements could not be
completed within the time provided without undue burden and
expense.  The Company expects to file within the period provided
by the extension.

                    About Positron Corporation

Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.

Positron disclosed a net loss and comprehensive loss of $7.95
million in 2012, as compared with a net loss and comprehensive
loss of $6.12 million in 2011.  The Company's balance sheet at
Dec. 31, 2012, showed $2.68 million in total assets, $8.87 million
in total liabilities and a $6.19 million total stockholders'
deficit.

Sassetti LLC, in Oak Park, Illinois, 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 significant accumulated deficit which raises
substantial doubt about the Company's ability to continue as a
going concern.


PRECISION OPTICS: Incurs $350,000 Net Loss in March 31 Qtr.
-----------------------------------------------------------
Precision Optics Corporation, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $349,994 on $655,341 of revenues for the
three months ended March 31, 2013, as compared with a net loss of
$492,139 on $382,264 of revenues for the same period during the
prior year.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $1.61 million on $1.71 million of revenues, as
compared with net income of $1.18 million on $1.38 million of
revenues for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $2.50
million in total assets, $657,921 in total liabilities, all
current, and $1.84 million in total stockholders' equity.

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

                        http://is.gd/AVkeNj

                      About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

The Company reported net income of $960,972 on $2.15 million of
revenue for the year ended June 30, 2012, compared with a net loss
of $1.05 million on $2.24 million of revenue during the prior
fiscal year.


PRESIDENTIAL REALTY: Incurs $542,000 Net Loss in First Quarter
--------------------------------------------------------------
Presidential Realty Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q diclosing
a net loss of $542,015 on $214,105 of total revenues for the three
months ended March 31, 2013, as compared with a net loss of
$574,334 on $192,294 of total revenues for the three months ended
March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $15.98
million in total assets, $19.83 million in total liabilities and a
$3.84 million total deficit.

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

                        http://is.gd/E2LQAS

                    About Presidential Realty

Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, is engaged
principally in the ownership of income-producing real estate and
in the holding of notes and mortgages secured by real estate or
interests in real estate.  On Jan. 20, 2011, Presidential
stockholders approved a plan of liquidation, which provides for
the sale of all of the Company's assets over time and the
distribution of the net proceeds of sale to the stockholders after
satisfaction of the Company's liabilities.

Following the 2011 results, Holtz, Rubenstein Reminick LLP, in
Melville, New York, 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 and has a working capital deficiency.

The Company reported a net loss of $6.16 million in 2011,
compared with a net loss of $2.57 million in 2010.


PRESSURE BIOSCIENCES: Delays Q1 Form 10-Q for Lack of Staff
-----------------------------------------------------------
Pressure BioSciences, Inc., has determined that it is unable to
file its quarterly report on Form 10-Q for the period ended
March 31, 2013, 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-Q.  As a result, the preparation and
finalization of the Form 10-Q 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.

Pressure Biosciences, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss applicable to common shareholders of $4.40 million on
$1.23 million of total revenue for the year ended Dec. 31, 2012,
as compared with a net loss applicable to common shareholders of
$5.10 million on $987,729 of total revenue for the year ended
Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.35 million
in total assets, $2.89 million in total liabilities, and a
$1.53 million total stockholders' deficit.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has had recurring net losses and continues to
experience negative cash flows from operations.  These conditions
raise substantial doubt about its ability to continue as a going
concern.


PRM REALTY GROUP: Plan of Reorganization Declared Effective
-----------------------------------------------------------
Peter R. Morris and PRM Realty Group, LLC, notified the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, that the Effective Date of their Second Amended Joint
Plan of Reorganization occurred on April 26, 2013.

The Administrative Claims Bar Date is set for June 25, 2013, and
all Administrative Claims against the Debtors, with the exception
of Professional Fee Claims, must be filed with the Clerk of the
Court on or before the bar date.

                     About PRM Realty Group

Chicago, Illinois-based PRM Realty Group, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-30241) on
Jan. 6, 2010.  The Company's affiliates -- Peter R. Morris; Bon
Secour Partners, LLC; PM Transportation, LLC; Rangeline
Properties, LLC; PRS II, LLC; and Morris Radio Enterprises, LLC --
filed separate Chapter 11 bankruptcy petitions.

J. Mark Chevallier, Esq., and James G. Rea, Esq. --
mchevallier@mcslaw.com and jrea@mcslaw.com -- at McGuire, Craddock
& Strother, P.C., in Dallas, Texas, represent Peter R. Morris.
Rakhee V. Patel, Esq., and Melanie P. Goolsby, Esq. --
rpatel@pronskepatel.com and mgoolsby@pronskepatel.com -- at
Pronske & Patel, P.C., Dallas, argue for PRM Realty Group, LLC.

PRM Realty disclosed $34.05 million in assets and $225.6 million
in liabilities as of the Petition Date.  No committee of unsecured
creditors has been appointed.


PURADYN FILTER: Had $574,000 Revenue in First Quarter
-----------------------------------------------------
Puradyn Filter Technologies Incorporated reported a net loss of
$416,685 on $574,488 of net sales for the three months ended
March 31, 2013, as compared with a net loss of $231,979 on
$751,502 of net sales for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $1.48
million in total assets, $10.93 million in total liabilities and a
$9.45 million total stockholders' deficit.

Kevin G. Kroger, president and COO, stated, "Even with
disappointing first quarter numbers, several new opportunities
have presented themselves providing optimism for the remainder of
2013.

"The release of an industry trade magazine article that featured
one of our customers describing the savings our systems have
produced for their operations, along with the significant
reduction of waste oil generation, has generated a number of
inquiries."

Kroger concluded, "We remain optimistic about 2013 as our
discussions have concluded with two new distributors within
targeted industries."

                        About Puradyn Filter

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) designs, manufactures and markets the puraDYN's Oil
Filtration System.

Puradyn Filter reported 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.

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.


QUICK-MED TECHNOLOGIES: Delays Form 10-Q for First Quarter
----------------------------------------------------------
Quick-Med Technologies, Inc., was unable to file its quarterly
report on Form 10-Q for the three-month period ended March 31,
2013, within the prescribed time period because the Company does
not yet have all the documentation to complete the Form 10-Q.

                           About Quick-Med

Gainesville, Fla.-based Quick-Med Technologies, Inc., is a life
sciences company focused on developing proprietary, broad-based
technologies in the consumer and healthcare markets.  Its four
core technologies are: (1) Novel Intrinsically Micro-Bonded
Utility Substrate (NIMBUS(R)), a family of advanced polymers bio-
engineered to have antimicrobial, hemostatic, and other properties
that can be used in a wide range of applications, including wound
care, catheters, tubing, films, and coatings; (2) Stay Fresh(R), a
novel antimicrobial based on sequestered hydrogen peroxide, that
can provide durable antimicrobial protection to items such as
textiles through numerous laundering cycles; (3) NimbuDerm(TM), a
novel copolymer for application as a persistent hand sanitizer
with long lasting protection against germs; and (4) MultiStat(R),
a family of advanced patented methods and compounds shown to be
effective in skin therapy applications.

The Company's balance sheet at Sept. 30, 2012, showed $1.4 million
in total assets, $9.8 million in total liabilities, and a
stockholders' deficit of $8.4 million.

Daszkal Bolton LLP, in Boca Raton, Florida, expressed substantial
doubt about Quick-Med's ability to continue as a going concern.
The independent auditors noted the the Company has experienced
recurring losses and negative cash flows from operations for the
years ended June 30, 2012, and 2011, and has a net capital
deficiency.


RACKWISE INC: Delays Q1 Form 10-Q for Analyses
----------------------------------------------
Rackwise, Inc., was unable to file its quarterly report on Form
10-Q for the quarter ended March 31, 2013, by the prescribed date
of May 15, 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 fifth calendar day following
the prescribed due date.

Rackwise, Inc., through its wholly-owned subsidiary, Visual
Network Design, Inc., is a software development, sales and
marketing company.  The Company creates Microsoft applications for
network infrastructure administrators that provide for the
modeling, planning and documentation of data centers.  The
Company's executive offices are currently located in Folsom,
California, and the Company has software development and data
center in the Research Triangle Park in Raleigh, North Carolina.

Marcum LLP, in New York, N.Y., expressed substantial doubt about
Rackwise, Inc.'s ability to continue as a going concern.  The
independent auditors noted that at Dec. 31, 2012, the Company has
not achieved a sufficient level of revenues to support its
business and has suffered recurring losses from operations.

The Company reported a net loss of $9.6 million on $3.3 million of
revenues in 2012, compared with a net loss of $8.9 million on
$2.0 million of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.0 million
in total assets, $7.8 million in total liabilities, and a
stockholders' deficit of $6.8 million.


RAPID AMERICAN: Wants to Hire BST Advisors as Tax Accountant
------------------------------------------------------------
Rapid-American Corporation seeks authorization from the Hon.
Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern
District of New York to employ BST Advisors, LLC, as tax
accountant.

The Debtor seeks to retain and employ BST, pursuant to the terms
and conditions set forth in the Arrangement Letter, to provide the
these services: (i) preparation of the Debtor's federal, state and
local tax returns; (ii) preparation of all tax returns for the
Debtor's escrow account, which account is a Qualified Settlement
Fund under section 468B of the Internal Revenue Code and which has
a separate tax identification number2; and (iii) provision of such
additional tax services for the Debtor which may arise from time
to time during the course of the Chapter 11 case.

During the six years that BST provided tax services to Rapid, BST
never invoiced Rapid more than $20,000 in any single year for
services rendered and costs incurred.  Accordingly, the Debtor
respectfully requests that the undisputed fees and expenses
incurred by the Debtor for BST's services be treated as
administrative expenses of the Debtor's estate and be paid in the
ordinary course of the Debtor's business, without further
application to the Court, provided the fees and expenses do not,
in any single year, exceed $25,000.  In the event the fees and
expenses in any single year exceed $25,000, BST will be required
to make an application to the Court for allowance of compensation
and reimbursement of expenses consistent with the Bankruptcy Code,
Local Bankruptcy Rules, and any procedures established by this
Court.  BST has agreed to look solely to funds in the Escrow
Account for payment of its fees and expenses.

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

The Court will hold a hearing on the Debtor's motion to employ BST
on June 4, 2013, at 10:00 a.m. (prevailing Eastern Time).

                    About Rapid-American Corp.

Rapid-American Corp. filed for bankruptcy protection in Manhattan
(Bankr. S.D.N.Y. Case No. 13-10687) on March 8, 2013, to deal with
debt related to asbestos personal-injury claims.

New York-based Rapid-American was formerly a holding company with
subsidiaries primarily engaged in retail sales and consumer
products and was never engaged in an asbestos business of any
kind.  Through a series of merger transactions going back more
than 45 years, Rapid has nevertheless incurred successor liability
for personal injury claims arising from plaintiffs' exposure to
asbestos-containing products sold by The Philip Carey
Manufacturing Company -- Old Carey -- as that entity existed prior
to June 1, 1967.

Attorneys at Reed Smith LLP serve as counsel to the Debtor.

The Debtor disclosed assets in excess of $4,446,261 and unknown
liabilities.

The Official Committee of Unsecured Creditors retained Caplin &
Drysdale, Chartered, as counsel.


REEVES DEVELOPMENT: Plan Outline Hearing Continued to June 20
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
continued until June 20, 2013, at 10:30 a.m., the hearing to
consider adequacy of information in the Disclosure Statement
explaining Reeves Development Company LLC's Plan of
Reorganization.

As reported in the Troubled Company Reporter on March 27, 2013,
under the Plan, on the effective date, all allowed accrued
interest calculated at the non-default contractual rate of 4% per
annum plus any amounts allowed by the Court pursuant will be
capitalized and added to the outstanding principal balance due
under the note issued by Iberia Bank.  The maturity of the Iberia
Note will be extended to 60 months from the Effective Date.  The
Debtor will then repay the New Principal Balance with interest
accruing at the non-default contractual rate of 4% per annum from
the Effective Date.

Holders of Allowed Secured Vendor Claims will receive quarterly
interest payments equal to 2% per annum on the outstanding
principal balance, plus an amount equal to the claim holders' pro
rata share as to the total allowed outstanding principal balances
of the total claims of an amount equal to $1,500 per acre for each
acre of land sold by the Debtor.

Branch Banking and Trust has agreed to a settlement of its
unsecured claims against the Debtor in exchange for certain
concessions from Debtor's affiliated company, Houma Dollar
Partners, LLC.  In exchange for these concessions, the Debtor has
agreed to forgo any payments due from Houma Dollar Partners, LLC.
The arrangement is subject to court approval in the bankruptcy
case of Houma Dollar Partners, LLC Case No. 12-20649

The Allowed General Unsecured Claims, which class of claims
includes potential contract offset claims of $152,552, will be
paid quarterly interest payments equal to 2% of the outstanding
balance of the approved claim.

Holder of the Subordinated Claim of Reeves Commercial Properties,
LLC, agrees that it will not receive any payments for its claims,
until all other approved claims under the Plan have been paid in
full.

Equity holders have likewise agreed to forgo any payments under
the Plan until all creditors have received principal payments
totaling 50% of the approved balance as of the effective date.
Any payments to Equity holders allowed under the Plan will be
limited to an amount equal to the tax liability passed through to
the equity holders by the Debtor.

A full-text copy of the Disclosure Statement dated Feb. 27, 2013,
is available for free at http://bankrupt.com/misc/REEVESds0227.pdf

                     About Reeves Development

Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012.
The closely held developer was founded in 1998 by Charles Reeves
Jr., its sole owner.  Reeves Development has about 80 employees
and generates about $40 million in annual revenue, according to
its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Steffes,
Vingiello & McKenzie, LLC, in Baton Rouge, serves as the Debtor's
counsel.

Reeves Development schedules assets of $15,454,626 and liabilities
of $20,156,597 as of the Petition Date.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.


REFLECT SCIENTIFIC: Incurs $111,000 Net Loss in First Quarter
-------------------------------------------------------------
Reflect Scientific, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $111,152 on $268,694 of revenues for the three
months ended March 31, 2013, as compared with a net loss of
$259,293 on $325,017 of revenues for the same period during the
prior year.

The Company's balance sheet at March 31, 2013, showed $1.18
million in total assets, $1.25 million in total liabilities and a
$75,021 total shareholders' deficit.

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

                        http://is.gd/CcLaGm

                     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.

Reflect Scientific disclosed 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.

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.


RESIDENTIAL CAPITAL: Files Motion to Confirm Ally Plan Support
--------------------------------------------------------------
Residential Capital, LLC on May 23 disclosed that it filed a
motion with the U.S. Bankruptcy Court seeking an order approving
the entry into the previously announced comprehensive plan support
agreement with Ally Financial Inc. and ResCap's major creditors to
support a Chapter 11 bankruptcy plan.

ResCap announced on May 14, 2013 that, as the successful
culmination of mediation, it had entered into a plan support
agreement with Ally and its principal creditors.  Under the terms
of this plan support agreement, Ally will contribute $2.1 billion
to the ResCap Estate.  This represents an increase of $1.35
billion over the amount to which it had agreed in the pre-petition
plan support agreement.  The agreement settles existing and
potential claims between ResCap and Ally and potential claims held
by third parties in relation to ResCap, except for certain
securities claims by the Federal Housing Finance Agency (FHFA) and
the Federal Deposit Insurance Corporation (FDIC), as receiver for
certain failed banks.  The detailed terms of the plan support
agreement have been filed with the May 23 motion.

This settlement was reached as part of a mediation process among
ResCap, its creditors and Ally, and through the invaluable efforts
of the Honorable James Peck.  Parties to the settlement include:
ResCap and its affiliated debtor entities, Ally and its
consolidated subsidiaries, the Official Committee of Unsecured
Creditors, AIG Asset Management (U.S.), LLC, Allstate Insurance
Company, Financial Guaranty Insurance Company, counsel to the
putative class of persons represented in the consolidated class
action entitled In re: Community Bank of Northern Virginia Second
Mortgage Lending Practice Litigation, filed in the United States
District Court for the Western District of Pennsylvania, MDL No.
1674, Case Nos. 03-0425, 02-01201, 05-0688, 05-1386, Massachusetts
Mutual Life Insurance Company, MBIA Insurance Corporation, Paulson
& Co. Inc., Prudential Insurance Company of America, certain
investors in RMBS backed by mortgage loans held by securitization
trusts associated with securitizations sponsored by the Debtors
between 2004 and 2007 and represented by Kathy Patrick of Gibbs &
Bruns LLP and Keith H. Wofford of Ropes & Gray LLP, Talcott
Franklin of Talcott Franklin, P.C., as counsel, certain holders of
senior unsecured notes (Senior Unsecured Notes) issued by ResCap
under the Indenture dated as of June 24, 2005, and certain
supplements thereto, Wilmington Trust, National Association in its
capacity as Indenture Trustee for the Senior Unsecured Notes, and
certain trustees or indenture trustee for certain mortgage backed
securities trusts.

The court's entry of the order would represent another milestone
in the ResCap proceedings.  In the year since ResCap's bankruptcy
filing, as a result of management's careful planning and skilled
execution, various arrangements and financings have been entered
into that preserved value for creditors, including the successful
bankruptcy asset sales to Ocwen Loan Servicing, LLC, Walter
Management Investment Corp. and Berkshire Hathaway Inc., which
generated proceeds of approximately $4.5 billion.  During the
bankruptcy, ResCap and its affiliates were responsible for the
origination of more than $30 billion in new mortgage loans and
ResCap was among the market leaders in mortgage modifications
designed to assist consumers.  ResCap was also successful in
preserving over 3,500 jobs -- most of which would have been lost
in communities in which good jobs are not easy to replace.

Assuming confirmation of the plan, ResCap will have achieved the
extraordinary, and perhaps unprecedented, result of continuing in
bankruptcy, without interruption, the operation of a financial
services/mortgage origination and servicing business.  For this,
the Board of Directors would like to acknowledge the unwavering
commitment and highly effective work of its management team
formerly led by Tom Marano, its legal advisers, Morrison &
Foerster, and its financial advisers, Centerview Partners and FTI
Consulting.  It would also like to acknowledge the important
contributions of its CRO, Lewis Kruger, whose leadership,
professionalism and stature are contributing greatly to enhancing
the value of the ResCap Estate.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Ally Turns New Page Following Settlement
-------------------------------------------------------------
Ally Financial Inc., along with Residential Capital, LLC and
ResCap's major creditors, completed the next step in implementing
the comprehensive settlement agreement and Chapter 11 plan.
ResCap filed a motion seeking court approval of the plan support
agreement in the bankruptcy proceedings, which includes
announcement of the terms of the Chapter 11 plan in connection
with the comprehensive plan support agreement.

As previously announced, under the settlement brokered by the
court's mediator, the Honorable James Peck, ResCap and its major
creditors agreed to support a Chapter 11 plan in ResCap's Chapter
11 cases that contains broad releases for the benefit of Ally.
The plan includes releases of all claims between Ally and ResCap,
including all representation and warranty claims that reside with
ResCap, and all claims held by third parties related to ResCap
that could be brought against Ally and its non-debtor
subsidiaries, except for securities claims alleged against Ally by
the Federal Housing Finance Agency and the Federal Deposit
Insurance Corporation, as receiver for certain failed banks.  The
Chapter 11 plan terms also confirm that the ResCap estate has the
responsibility for the costs and obligations associated with the
foreclosure settlement with the U.S. Department of Justice and the
Attorneys General, as well as the responsibility for all Consent
Order directives originally addressed to ResCap.

As part of the plan, Ally will contribute $1.95 billion in cash to
the ResCap estate on the effective date of the plan, as well as
the first $150 million from insurance proceeds it expects to
receive related to releases in connection with the plan.  The
agreement also requires that Ally receive full repayment of its
secured claims, including $1.13 billion that is owed under
existing credit facilities.  The agreement and the plan are
subject to bankruptcy court approval and certain other conditions.

"Reaching this comprehensive agreement enables Ally to turn the
page on a tumultuous chapter in its history that was severely
impacted by the issues in the mortgage industry," said Chief
Executive Officer Michael A. Carpenter.  "Putting these issues
behind us is in the best interest of our shareholders, employees
and customers."

Mr. Carpenter continued, "We are focused on moving forward and
devoting our full attention and resources toward our leading
dealer financial services and direct banking franchises.  Ally
holds leading market positions in these sectors, and further
investing in these operations will enable the company to fully
thrive.

"We also remain committed to repaying the remaining investment
from the U.S. taxpayer.  Ally has paid $6.1 billion to the U.S.
Treasury to date and reaching closure on the ResCap matter is a
critical step in successfully completing our strategic
initiatives."

Ally expects to record a charge of approximately $1.55 billion in
the second quarter of 2013 related to the plan and an increase in
litigation reserves.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


REVEL AC: Committee Can Retain Polsinelli PC as Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized the Official Committee of Unsecured Creditor appointed
in the Chapter 11 cases of Revel AC, LLC, and its debtor
affiliates to retain Polsinelli PC as counsel.

Polsinelli has advised the Creditors' Committee that the firm's
hourly rates generally range from $250 to $500 per hour for
shareholders, from $175 to $325 per hour for associates and senior
counsel, and from $75 to $200 per hour for paraprofessionals.  The
primary attorneys and paralegals expected to represent the
Creditors' Committee, and their hourly rates are:

   Christopher A. Ward, Esq. (shareholder)     $500 per hour
   Jason Nagi, Esq. (shareholder)              $390 per hour
   Jarrett Vine, Esq. (associate)              $275 per hour
   Lindsey M. Suprum (paralegal)               $195 per hour

Polsinelli PC may be reached at:

         Jason A. Nagi, Esq.
         POLSINELLI PC
         900 Third Avenue
         Suite 2100
         New York, NY 10022
         Tel: 212-684-0199
         Fax: 212-684-0197
         E-mail: jnagi@polsinelli.com

            -- and --

        Christopher A. Ward, Esq.
        Jarrett Vine, Esq.
        POLSINELLI PC
        222 Delaware Avenue, Suite 1101
        Wilmington, DE 19801
        Tel: 302-252-0920
        Fax: 302-252-0921
        E-mail: cward@polsinelli.com
                jvine@polsinelli.com

                            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.

Revel AC Inc. on May 21 disclosed that it has successfully
completed its financial restructuring and emerged from Chapter 11
of the United States Bankruptcy Code.  Through the restructuring
plan, which has been approved by both the U.S. Bankruptcy Court
for the District of New Jersey (Camden) and the New Jersey Casino
Control Commission, Revel has reduced its outstanding debt by
approximately $1.2 billion, or 82%, and its annual interest
expense on a cash basis by $98 million, or 96%.


RICHFIELD EQUITIES: Green Energy Confirmed Sole Bidder for Assets
-----------------------------------------------------------------
Green Energy Renewable Solutions, Inc. on May 23 disclosed that
the United States Bankruptcy Court for the Eastern District of
Michigan has confirmed the Company as the sole bidder to acquire
the Davison Landfill assets of Richfield Equities, LLC, a
privately-owned waste management company.

Richfield Equities, LLC voluntarily filed for bankruptcy
protection under Chapter 11 on September 18, 2012.  The Bankruptcy
Court converted the Richfield case to Chapter 7 under the U.S.
Bankruptcy Code in February, 2013, and appointed a Trustee to
administer the liquidation of Richfield's assets, which include
the Davison Landfill.  Green Energy, acting as a stalking horse
bidder, entered into an asset purchase agreement to acquire the
Davison Landfill assets on April 29, 2013 for $1,400,000.  No
other bidders emerged, clearing the way for the sale to Green
Energy, which is expected to close on July 1, 2013.

The Davison Landfill, situated in Davison, Michigan, approximately
ten miles southeast of Flint, Michigan (Genesee County) is the
state's second largest landfill, as defined by available airspace.
With nearly 400 acres and 28 million cubic yards of available
airspace, the Davison Landfill offers a useful life expectancy in
excess of 35 years at current projected disposal levels.  It
represents one of the only two independently owned MSW (Municipal
Solid Waste) permitted landfills within its geographic market and
is substantially closer to the population centers and to Canadian
hauling routes.  Green Energy is currently in discussions with
various local waste collection operations and operations domiciled
in Canada to accept waste at the Davison Landfill and intends to
accept Canadian generated waste going forward.

Joseph Durant, Chief Executive Officer of Green Energy, stated,
"The acceptance of our bid for the Davidson Landfill by the U.S.
Bankruptcy Court is a major development for our company.  We have
secured our bid with funds placed in escrow, our financing is in
place, and we are ready to move forward on this project
immediately after the purchase is closed.  Our merger with Cirque
Energy has expanded our management team and capabilities, which
positions the Company to commence landfill operations within a
very short time-frame.  This first project in our new and expanded
pipeline of development programs is a perfect fit with our
Company's mission of finding waste streams, securing them, and
maximizing their value."

Roger Silverthorn, Chief Financial Officer of Green Energy added,
"We are very excited by the potential scope of the Davidson
Landfill project.  Our plans include recycling and waste diversion
which will dramatically reduce the MSW volume entering the
landfill, generate revenue from the sale of high value recyclable
waste, and extend its useable life by an estimated 20-25 years.
We expect this project to have a positive financial impact on our
company and a postive environmental impact on the region."

Green Energy announced on May 16, 2013 that it has merged with
Cirque Energy II, LLC, a privately-owned renewable energy
development company based in Michigan.  Cirque Energy, based in
Ithaca, Michigan, has specific expertise and extensive experience
in the development, design, financing, construction, and operation
of materials handling operations, renewable energy and traditional
distributed generation power projects.  Green Energy intends to
change its name to Cirque Energy, Inc. and intends to apply for a
new trading symbol.  The company will continue to trade under its
present symbol, EWRL, until a new trading symbol is assigned.

                      About Richfield Equities

Richfield Equities, L.L.C., Richfield Landfill, Inc., Richfield
Management, L.L.C., and Waste Away Disposal, L.L.C., each filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mich. Case Nos. 12-33788 to 12-33791) on
Sept. 18.

Flint, Mich.-based Richfield Equities is a limited liability
company that directly owns 100% of the ownership interests of each
of Richfield Landfill, Richfield Management, and Waste Away
Disposal.  Debtors are a vertically-integrated solid waste
collection, transfer, disposal, and recycling company that service
the southeast, central/mid, and "thumb" regions of Michigan.  The
Debtors' operations include two (2) landfills, two (2) transfer
stations, and collection and hauling operations.

The Debtors' consolidated balance sheet shows that as of April 30,
2012, the Debtors had total assets of approximately $37.1 million
and total liabilities of approximately $41.8 million.

As of the Petition Date, the total outstanding principal amount
owed to Comerica Bank was approximately $18 million plus
contingent reimbursement obligations of $8.3 million under
applications for letters of credit issued by the Bank.  The
obligations under the Prepetition Credit Documents are secured by
substantially all of the assets of the Debtors and were guaranteed
by each of Landfill, Management, and Waste Away, as well as other
non-debtor individuals and non-operating entities.

Joseph M. Fischer, Esq., Robert A Weisberg, Esq., and Christopher
A. Grosman, Esq., at Carson Fischer PLC, in Bloomfield Hills,
Michigan, represent the Debtors as counsel.  Quarton Partners
serves as their investment banker.

Wolfson Bolton PLLC represents the Official Committee of Unsecured
Creditors of Richfield Equities, L.L.C., et al., as counsel.

Judge Daniel S. Opperman oversees the cases.

The Debtors' cases are jointly administered, for procedural
purposes only, under Case No. 12-33788, which is the case number
assigned to Richfield Equities, L.L.C.


ROTECH HEALTHCARE: Sec. 341(a) Meeting Continued to June 12
-----------------------------------------------------------
The meeting of creditors in the Chapter 11 cases of Rotech
Healthcare Inc., et al., initially scheduled for May 17, 2013, is
being continued to Wednesday, June 12, 2013, at 3:00 P.M., in Room
2112, J. Caleb Boggs Federal Building, 844 King Street, in
Wilmington, Delaware.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

A hearing is scheduled for May 16 on approval of disclosure
materials explaining the plan.  The plan is supported by holders
of a majority of the first- and second-lien secured notes.  The
$290 million in 10.5 percent second-lien notes are to be exchanged
for the new equity.  Trade suppliers are to be paid in full, if
they agree to continue providing credit.  The existing $23.5
million term loan would be paid in full, and the $230 million in
10.75 percent first-lien notes will be amended.


ROTECH HEALTHCARE: Has Final Authority to Use Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Rotech
Healthcare Inc., et al., final authority to use cash collateral
securing their prepetition indebtedness.  The Prepetition Secured
Parties are granted adequate protection in the form of valid and
perfected replacement security interests in and liens on the
postpetition collateral for and to the extent of the diminution of
the value of the cash collateral.

Subject to the Carve-out, the liens granted to the DIP Lenders,
and any senior permitted liens, the Adequate Protection Liens will
be first priority, senior and perfected liens upon the
Postpetition Collateral.  To the extent the Adequate Protection
Liens and other forms of adequate protection are insufficient, the
Prepetition Secured Party will be granted a superpriority claim
pursuant to Section 507(b) of the Bankruptcy Code.

The Court also granted final authority for the Debtors to obtain
$30 million in debtor-in-possession financing from Silver Point
Finance, LLC, as administrative and collateral agent, for a
consortium of lenders.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

A hearing is scheduled for May 16 on approval of disclosure
materials explaining the plan.  The plan is supported by holders
of a majority of the first- and second-lien secured notes.  The
$290 million in 10.5 percent second-lien notes are to be exchanged
for the new equity.  Trade suppliers are to be paid in full, if
they agree to continue providing credit.  The existing $23.5
million term loan would be paid in full, and the $230 million in
10.75 percent first-lien notes will be amended.


ROTECH HEALTHCARE: Critical Vendor Cap Increased to $19MM
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Rotech Healthcare Inc., et al., to increase from $16.9 million to
$19 million the cap for payments to be made to claims asserted by
prepetition critical vendors.  The Court also authorized the
Debtors to increase from $12.1 million to $14 million the cap for
payments to be made to claims asserted by administrative
claimholders.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

A hearing is scheduled for May 16 on approval of disclosure
materials explaining the plan.  The plan is supported by holders
of a majority of the first- and second-lien secured notes.  The
$290 million in 10.5 percent second-lien notes are to be exchanged
for the new equity.  Trade suppliers are to be paid in full, if
they agree to continue providing credit.  The existing $23.5
million term loan would be paid in full, and the $230 million in
10.75 percent first-lien notes will be amended.


ROTECH HEALTHCARE: Plan Outline Hearing Adjourned to June 13
------------------------------------------------------------
The hearing to consider the adequacy of the Disclosure Statement
explaining Rotech Healthcare Inc., et al.'s Joint Chapter 11 Plan
of Reorganization has been adjourned and will now be held on
June 13, 2013, at 11:00 a.m.  The deadline to file and serve
objections, if any, to the approval of the Disclosure Statement
has been extended until June 7.

Rotech and its affiliates have sought Chapter 11 protection to
implement a restructuring pursuant to a pre-arranged plan of
reorganization negotiated with the term loan lender and parties
holding in the aggregate a majority in principal amount of both of
the pre-petition first and second lien notes issued by Rotech.

The salient terms of the Plan are:

   * Holders of the $23.5 million term loan and the $230 million
of 10.75% First Lien Notes (Class 2) will receive their pro rata
share of an amended and restated term loan to be secured by a
first priority security interest in substantially all of the
reorganized Company's assets.  Impaired.  Entitled to vote on
Plan.  Projected recovery: 100%

   * Holders of the $290 million in 10.5% Second Lien Notes
(Class 3) would be converted into 100% of the common equity of the
reorganized Company, thereby eliminating this tranche of secured
debt.  Impaired.  Entitled to vote.  Projected recovery: To Be
Determined.

   * Trade creditors and vendors who maintain or reinstate
existing payment terms or unsecured creditors each holding claims
equal to or less than $5,000 (Class 5) will be paid in full.
Unimpaired.  Not entitled to vote (presumed to accept).  Projected
recovery: 100%.

   * Other unsecured claims (Class 5.1) will be paid in full if
the aggregate amount of unsecured claims does not exceed
$2,500,000, provided that the class votes to accept the Plan.
Impaired.  Entitled to vote.  Projected recovery: 0% to 100% (if
class accepts the Plan or 0% (if class rejects the Plan).

   * Holders of all of the Company's outstanding shares (Class 7)
would 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), provided, however, that if a senior class rejects
the plan, the shareholders may receive less or nothing at all.
Impaired. Entitled to vote on Plan.  Projected recovery: N/A

Holders of allowed claims that are impaired and the interest
holders are entitled to vote to accept or reject the Plan.
Holders of claims that are unimpaired are presumed to have
accepted the Plan and are not entitled to vote.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

A hearing is scheduled for May 16 on approval of disclosure
materials explaining the plan.  The plan is supported by holders
of a majority of the first- and second-lien secured notes.  The
$290 million in 10.5 percent second-lien notes are to be exchanged
for the new equity.  Trade suppliers are to be paid in full, if
they agree to continue providing credit.  The existing $23.5
million term loan would be paid in full, and the $230 million in
10.75 percent first-lien notes will be amended.


ROTECH HEALTHCARE: BOD Has Authority to Hire Davis Polk as Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the special committee of the Board of Directors of Rotech
Healthcare Inc., et al., to employ Davis Polk & Wardwell LLP, as
special counsel, nunc pro tunc to the Petition Date.

The Special Committee, which is composed of independent directors
who hold neither Rotech debt nor equity, seeks to utilize the
services of Davis Polk to assist it in the Debtors' pursuit of a
Chapter 11 plan that contemplates a debt for equity swap.

Davis Polk will be paid according to the Ordinary Course
Professionals Order, subject to a $25,000 monthly cap.  Davis Polk
agreed to cap its rates at $985 per hour.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

A hearing is scheduled for May 16 on approval of disclosure
materials explaining the plan.  The plan is supported by holders
of a majority of the first- and second-lien secured notes.  The
$290 million in 10.5 percent second-lien notes are to be exchanged
for the new equity.  Trade suppliers are to be paid in full, if
they agree to continue providing credit.  The existing $23.5
million term loan would be paid in full, and the $230 million in
10.75 percent first-lien notes will be amended.


ROTECH HEALTHCARE: Has Court Authority to Employ KPMG, Foley
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Rotech Healthcare Inc., et al., to employ:

   -- KPMG (Contact: Glennon E. Moyers) as special advisor at the
      following hourly rates: managing director at 4425, director
      at 375, manager at 300, senior associate at 250 and
      associate at 150; and

   -- Foley & Lardner (Contact: Lawrence W. Vernaglia) as attorney
      at the following hourly rates: partner at $500 to 950,
      senior counsel at 450 to 750, associate at 300 to 500 and
      paraprofessional at 90 to 360.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

A hearing is scheduled for May 16 on approval of disclosure
materials explaining the plan.  The plan is supported by holders
of a majority of the first- and second-lien secured notes.  The
$290 million in 10.5 percent second-lien notes are to be exchanged
for the new equity.  Trade suppliers are to be paid in full, if
they agree to continue providing credit.  The existing $23.5
million term loan would be paid in full, and the $230 million in
10.75 percent first-lien notes will be amended.


SALT VERDE: Moody's Lifts Ratings to 'Ba3' Following MBIA Upgrade
-----------------------------------------------------------------
Moody's Investors Service upgrades the rating of Salt Verde
Financial Corporation Subordinate Gas Revenue Bonds, Series 2007
to Ba3 from Caa1.

Rating Rationale

The upgrade is a result of the upgrade of MBIA Inc. to Ba3 from
Caa1 on May 21, 2013. The Subordinate Lien Bonds are supported by
a guaranteed investment agreement (GIC) provided by MBIA Inc. that
is also insured by MBIA Insurance Corporation (B3). The rating of
the Senior Gas Revenue Bonds, Series 2007 is currently Baa2 and is
not affected by the action on the subordinate bonds.

The principal methodology used in this rating was Gas Prepayment
Bonds published in December 2008.


SANTEON GROUP: Posts $49,600 Net Income in First Quarter
--------------------------------------------------------
Santeon Group Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $49,635 on $1.20 million of revenue for the three months ended
March 31, 2013, as compared with a net loss of $75,297 on $774,550
of revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2013, showed $1.24
million in total assets, $1.18 million in total liabilities and
$62,778 in total stockholders' equity.

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

                       http://is.gd/FqFN5s

                       About Santeon Group

Reston, Va.-based Santeon Group, Inc., is a diversified software
products and services company specializing in the transformation
and optimization of business through the deployment or the
development of innovative products and services using Agile
mindsets in the information systems/technology, healthcare,
environmental/energy and media sectors.  The Company's clients
include state and local governments, federal agencies and private
sector customers.

As reported by the Troubled Company Reporter on Aug. 24, 2012,
RBSM LLP, in New York, N.Y., expressed substantial doubt about
Santeon's ability to continue as a going concern, following its
audit of the Company's financial position and results of
operations for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has suffered losses
from operations and is experiencing difficulty in generating
sufficient cash flows to meet its obligations and sustain its
operations.

The Company reported net income of $185,815 on $4.27 million of
revenue for the full year 2012, as compared with a net loss of
$475,333 on $2.24 million of revenue for the full year 2011.


SCHOOL SPECIALTY: Bankruptcy Court Confirms Reorganization Plan
---------------------------------------------------------------
School Specialty, Inc. on May 23 disclosed that the U.S.
Bankruptcy Court for the District of Delaware entered an order
confirming the Company's Second Amended Joint Plan of
Reorganization.  School Specialty expects the Plan to become
effective within the next two weeks.

School Specialty's President and CEO Michael P. Lavelle, said, "We
are pleased to receive Court approval of our Plan of
Reorganization and look forward to exiting Chapter 11 within the
next two weeks.  We have used the past four months to continue
transforming our company by strengthening our capital structure,
enhancing our financial flexibility and improving the quality and
efficiency of our operations to deliver better value for our
customers.  I am grateful for the hard work and dedication of our
employees who have helped make this restructuring a success, and
the continued support of our suppliers and business partners.
Today, School Specialty is much better positioned as an industry
leader to satisfy the needs of our customers with outstanding
customer care and enhance our brands and product offerings."

Under the Plan, School Specialty will reduce its total debt
obligations by half and enable the Company to secure $320 million
in new financing.

Existing common stock will be extinguished under the Plan, and no
distributions will be made to holders of the Company's current
equity.  New common stock with voting rights will be issued to the
Company's current noteholders and Ad Hoc DIP lenders.  School
Specialty expects to continue to comply with public reporting
requirements as designated by the U.S. Securities and Exchange
Commission, although the new company does not expect initially to
be listed on a stock exchange.

Mr. Lavelle added, "Throughout this process, we continued to focus
on our business and customers.  We are excited about our new Delta
FOSS 3 Edition in Science for K-6 and customized Science program
for the upcoming Texas state adoption.  Our digital applications
now create blended curriculum options in Science, Reading and Math
Intervention, and in Health and Wellness.  This fall, we are
introducing a new mobile digital application for student planners.
Adding to our classroom furniture offerings, we now own the full
distribution rights for the well-known Royal Brand Seating brand.
Our Educational Resources also include facility and classroom
supplies; Sax art education, Sportime physical education and early
childhood products; the Abilitations line for special needs
students, as well as other teacher resources.  We emerge from this
transition well-equipped to continue providing our customers with
the industry's broadest range of supplemental educational and
instructional products and equipment for the upcoming fall school
season and for the long term."

Additional information concerning the restructuring is available
on the Company's website at http://www.schoolspecialty.com

Claims and distributions information and a copy of the Plan and
Disclosure Statement are available at
http://www.kccllc.net/schoolspecialtyor by calling (+1-877) 709-
4758.

                      About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013.  The petition estimated
assets of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor
and Perella Weinberg Partners LP is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of
some of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the
case is represented by lawyers at Brown Rudnick LLP and Venable
LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump
Strauss Hauer & Feld LLP.

School Specialty in April 2013 decided to reorganize rather than
sell.  The company filed a so-called dual track plan that called
for selling the business at auction on May 8 or reorganizing while
giving stock to lenders and unsecured creditors.  The company
later served a notice that the auction was canceled and the plan
would proceed by swapping debt for stock to be owned by lenders,
noteholders, and unsecured creditors.


SIONIX CORP: Delays Form 10-Q for First Quarter
-----------------------------------------------
Sionix Corporation said it has experienced a delay in completing
the information necessary for inclusion in its quarterly report on
Form 10-Q, in particular its financial statements, for the quarter
ended March 31, 2013.  The Company expects to file the March 2013
Quarterly Report within 5 days of the prescribed due date.

                         About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.

Sionix incurred a net loss of $5.76 million for the year ended
Sept. 30, 2012, compared with a net loss of $6.30 million during
the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $2.90
million in total assets, $4.02 million in total liabilities, all
current, and a $1.11 million total stockholders' deficit.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred cumulative losses of
$37,560,000.  In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


SILVERSUN TECHNOLOGIES: Posts $116,000 Net Income in 1st Quarter
----------------------------------------------------------------
SilverSun Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $116,000 on $4.04 million of net total revenues for
the three months ended March 31, 2013, as compared with a net loss
of $708,000 on $2.90 million of net total revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2013, showed $2.72
million in total assets, $3.39 million in total liabilities, all
current, and a $666,000 total stockholders' deficit.

"We are very proud of the significant increase in revenue we
achieved in the first quarter, which marked the sixth consecutive
quarter of double digit percentage growth for our Company," stated
Mark Meller, Chairman and CEO of SilverSun.  "This unabated
momentum in revenue growth is a direct reflection of the demand we
have placed on ourselves to champion the innovation and adoption
of platforms, tools, services and technologies that empower our
customers with advanced business management solutions capable of
positively transforming their businesses.  Whether we are
marketing proprietary cloud-based services and solutions pioneered
by our team or marketing and implementing solutions offered by our
valued partners, leveraging our proven experience, industry
expertise and imagination to meet the complex needs of our diverse
and fast growing customer base has and will remain our overarching
goal every single day."

Mr. Meller added, "We are off to a fantastic start to 2013 and our
pipeline of prospective new business has never been stronger.  We
intend to continue working very hard to ensure that SilverSun
accelerates our revenue and earnings growth through perpetuation
of many exciting national expansion initiatives centered on making
smart, strategic acquisitions; scaling and replicating our network
services business into the U.S. Midwest, Southeast and in Southern
California; and entering new, high growth niche markets with
proprietary cloud-based business management solutions that create
meaningful new and recurring revenue channels for our Company.
As we progress through this year and with the help of Network One,
we also will look to strengthen SilverSun's balance sheet, so that
we are well positioned to capitalize on future growth
opportunities that make sense to us and enhance our long-term
value and growth prospects."

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

                        http://is.gd/fbmVxU

                          About SilverSun

Livingston, N.J.-based SilverSun Technologies, Inc., formerly
known as Trey Resources, Inc., focuses on the business software
and information technology consulting market, and is looking to
acquire other companies in this industry.  SWK Technologies, Inc.,
the Company's subsidiary and the surviving company from the
acquisition and merger with SWK, Inc., is a New Jersey-based
information technology company, value added reseller, and master
developer of licensed accounting and financial software published
by Sage Software.  SWK  Technologies also publishes its own
proprietary supply-chain software, the Electronic Data Interchange
(EDI) solution "MAPADOC."  SWK Technologies sells services and
products to various end users, manufacturers, wholesalers and
distribution industry clients located throughout the United
States, along with network services provided by the Company.

As reported in the TCR on April 2, 2011, Friedman LLP, in East
Hanover, NJ, expressed substantial doubt about Trey Resources,
Inc.'s ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred substantial accumulated deficits and
operating losses, and at Dec. 31, 2010, has a working capital
deficiency of approximately $5.1 million.


SMART & FINAL: New Loan Amendments No Effect on Moody's Ratings
---------------------------------------------------------------
Moody's Investors Service reports that Smart & Final Holdings
Corp's announcement that it is seeking an amendment to reduce the
interest rate on its $523.7 million first lien term loan and
upsize the first lien term loan by $55 million with proceeds used
for a dollar for dollar reduction in the amount of its second lien
term loan is credit positive but will not have any immediate
effect on the B3 corporate family rating or stable outlook of its
parent SF CC Intermediate Holdings, Inc.

The amendment will also not affect the Ba2 rating on the company's
ABL revolving credit facility, the B3 rating on the first lien
term loan facility or the Caa2 rating on the second lien term loan
facility.

The principal methodology used in rating SF CC Intermediate
Holdings, Inc. was the Global Retail Industry Methodology
published in June 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Smart & Final Holdings Corp. is headquartered in Commerce,
California, and operates 235 non-membership warehouse club stores
serving retail and commercial customers in six western states and
northern Mexico under the Smart & Final and Cash & Carry banners.


SPECIALTY PRODUCTS: DIP Facility Maturity Date Extended to June 2
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Specialty Products Holding Corp. and its debtor affiliates to
enter into the fourth amendment to the $40 million postpetition
credit agreement with Wells Fargo Capital Finance, LLC, as agent
on behalf of a consortium of lenders, and pay related extension
fee.

The Fourth Amendment provides that the maturity date of the Credit
Agreement is extended until the earlier of (i) June 2, 2016, (ii)
the effective date of any plan of reorganization or liquidation
for any Debtor in the Chapter 11 cases, (iii) the confirmation of
a plan of reorganization or liquidation and the entry of a
confirmation order that does not (a) contemplate the payment in
full in immediately available funds of all Obligations in
accordance with the terms of the Credit Agreement and the Final
Financing Order and (b) contain customary provisions providing
exculpation from liability for, and a release of claims against,
the Agent and the Lenders.

The Fourth Amendment also provides that an extension fee of
$200,000 is payable within two business days of the date that the
Court enters an order granting the relief sought.

RPM WFG FinishWork Holdings, Inc., FinishWorks, L.L.C.,
FinishWorks, Inc., FinishWorks PA. Inc. and Shieldcoate, Inc.,
which are guarantors under the Credit Agreement, are now
borrowers.

Certain financial covenants and other provisions contained in the
Credit Agreement are also modified or updated to ensure compliance
with applicable financial regulations.

                     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.


STORY BUILDING: Confirmation Hearing Continued to June 20
---------------------------------------------------------
Story Building LLC sought and obtained approval from the U.S.
Bankruptcy Court for the Central District of California, Santa Ana
Division, of a stipulation with Wells Fargo Bank, N.a., as
trustee, further adjourning the hearing on confirmation of the
Debtor's Third Amended Plan of Reorganization and the Debtor's
Motion to Disallow Wells Fargo's Claim to June 20, 2013, at 10:30
A.M.  A hearing on the case status conference will also be held on
the same date.

                      About Story Building LLC

Story Building LLC is a real estate management company based in
Irvine, California.  The Company owns and operates a 13-story
historical building located in Downtown, Los Angeles, known as the
Walter P. Story Building, located at 610 S. Broadway.  The
building is primarily utilized as a jewelry plaza.

Story Building LLC filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 10-16614) on May 17, 2010.  Sandford
Frey, Esq., who has an office in Los Angeles, California,
represents the Debtor in its restructuring effort.  The Debtor
disclosed $19,421,024 in assets and $16,500,721 in liabilities as
of the Chapter 11 filing.  There was no official committee of
unsecured creditors appointed in the Debtor's case.

The Debtor has filed a plan providing for distributions to be
funded primarily from operations of the Story Building property,
and the new value contribution.  The Debtor's interest holder has
agreed to provide $160,000.

Under the Plan, distributions will be funded primarily from
operations of the Story Building property, and the new value
contribution.  The Debtor's interest holder has agreed to provide
$160,000.


STRADELLA INVESTMENTS: Plan Disclosures Hearing Set for Nov. 13
---------------------------------------------------------------
Judge Catherine Bauer of the U.S. Bankruptcy Court for the Central
District of California, Santa Ana Division, approved a stipulation
between Richard A. Marshack in his capacity as Chapter 11 Trustee
of Stradella Investments, Inc., on the one hand, and the Debtor,
Ronald Schwartz, Viridian Investments, N.V., and Viridian
Investment Services, Ltd., and Northwood Corporation, on the other
hand, agreeing that the hearing on the Disclosure Statement
explaining the Debtor's Plan of Reorganization is continued to
November 13, 2013 at 10:00 a.m.

                 About Stradella Investments

San Juan Capistrano, California-based Stradella Investments, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal.
Case No. 10-23193) on Sept. 19, 2010.  Timothy J. Yoo, Esq., at
Levene Neale Bender Rankin & Brill LLP, assists the Debtor in its
restructuring effort.  The Debtor disclosed $25,000,000 in assets
and $121,000,671 in liabilities in its schedules.

The Debtor's primary assets is a $25 million promissory note in
its favor made out by RM Eagle, LLC, in connection with the
purchase of certain real property.  RM Eagle defaulted on a
construction loan with respect to the development of the Property,
and the lender foreclosed on RM Eagle.  An affiliate of Stark
Investments is currently the title holder of the Property.  The
Note is secured by a deed of trust on the Property.

The Debtor filed a First Amended Chapter 11 Plan of Reorganization
on Feb. 13, 2013.  Under the Plan, creditors are to be paid in
full over time from the proceeds of the Debtor's assets.  General
unsecured creditors in Class 3 will be paid from any amounts
remaining from the proceeds of the Note after Secured Creditors in
Class 1 and Class 2 are paid.  Class 4 Equity Interests in the
Debtor will retain their interests.


SUNVALLEY SOLAR: Delays Form 10-Q for First Quarter
---------------------------------------------------
SunValley Solar, Inc., said it was unable to compile the necessary
financial information required to prepare a complete filing of its
quarterly report for the period ended March 31, 2013.  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 disclosed a net loss of $1.76 million on $3.74
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $398,866 on $5.82 million of revenue for the
year ended Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $6.13 million
in total assets, $5.51 million in total liabilities and $622,253
in total stockholders' equity.

Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company had losses from operations of
$1,767,902 and accumulated deficit of $3,125,692, which raises
substantial doubt about its ability to continue as a going
concern.


TALON THERAPEUTICS: Incurs $17.5 Million Net Loss in 1st Quarter
----------------------------------------------------------------
Talon Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $17.47 million for the three months ended March 31,
2013, as compared with a net loss of $30.49 million for the same
period a year ago.

The Company currently does not generate any recurring revenue and
will require substantial additional capital before it will
generate cash flow from its operating activities, if ever.

The Company's balance sheet at March 31, 2013, showed $5.28
million in total assets, $51.39 million in total liabilities,
$53.89 million in redeemable convertible preferred stock, and a
$99.99 million total stockholders' deficit.

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

                        http://is.gd/y0yRQV

                      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.

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.

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.


TELECONNECT INC: Incurs $939,000 Net Loss in First Quarter
----------------------------------------------------------
Teleconnect Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing
a net loss of $939,611 on $79,171 of sales for the three months
ended March 31, 2013, as compared with a net loss of $810,293 on
$92,481 of sales for the same period during the prior year.

For the six months ended March 31, 2013, the Company incurred a
net loss of $2.03 million on $284,507 of sales, as compared with a
net loss of $2.04 million on $111,866 of sales for the same period
a year ago.

The Company's balance sheet at March 31, 2013, showed $5.74
million in total assets, $11.77 million in total liabilities, all
current, and a $6.02 million total stockholders' deficit.

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

                        http://is.gd/Ddfj4Y

                         About Teleconnect

Teleconnect Inc., headquartered in Breda, The Netherlands, was
incorporated under the laws of the State of Florida on Nov. 23,
1998.

With its ownership in Hollandsche Exploitatie Maatschappij BV
(HEM), a Dutch entity established in 2007, the Company's main
activities are the manufacturing, sales and lease of age
validation equipment and the performance of age validation.  The
Company also sells and maintains vending solutions (through
Mediawizz, The Netherlands), is involved in the broadcasting of
in-store commercial messages using the age validation equipment
between age checks (through HEM), and plans to develop market
survey activities in the future (through Giga Matrix, The
Netherlands).

Coulter & Justus, P.C., in Knoxville, Tennessee, expressed
substantial doubt about Teleconnect's ability to continue as a
going concern following the financial results for the yar ended
Sept. 30, 2012.  The independent auditors noted that the Company
has suffered recurring losses from operations and has a net
capital deficiency in addition to a working capital deficiency.

The Company reported a net loss of $3.9 million on $143,910 of
sales in fiscal 2012, compared with a net loss of $3.3 million on
$112,722 of sales in fiscal 2011.


TONGJI HEALTHCARE: Had $90,000 Net Loss in First Quarter
--------------------------------------------------------
Tongji Healthcare Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $90,188 on $485,577 of total operating revenue for
the three months ended March 31, 2013, as compared with a net loss
of $103,754 on $635,491 of total operating revenue for the same
period a year ago.

The Company's balance sheet at March 31, 2013, showed $14.20
million in total assets, $15.50 million in total liabilities and a
$1.29 million total stockholders' deficit.

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

                       http://is.gd/gyzHA0

                     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.

Tongji Healthcare disclosed 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."


TOUSA INC: Disclosure Statement Scheduled for June 20
-----------------------------------------------------
A hearing to consider the adequacy of the disclosure statement
explaining Tousa, Inc., and its debtor affiliates' Joint Plan of
Liquidation will be held on June 20, 2013, at 9:30 a.m., before
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida, Fort Lauderdale Division.  Objections are due
on or before June 17.

The Debtors, together with the Official Committee of Unsecured
Creditors appointed in their Chapter 11 cases, filed the Plan,
which proposes to pay bondholders hundreds of millions of dollars,
which represents a big win for the hedge funds who bought up the
company's debt at a deep discount then battled lenders for a
payout.  The Plan and the Disclosure Statement were filed
following a settlement between the Debtor and creditors and other
settlements crafted by mediator Peter L. Borowitz.

The chart describing distributions to the various creditor classes
by itself is 116 pages long.  There will be a 56 percent recovery
on a $206 million term loan.  In addition, the lenders will
receive a 50 percent recovery on a $16.6 million claim for
interest at the higher default rate.  Second-lien term-loan
lenders with $320.4 million in claims are in line for a 4 percent
recovery, according to the distribution chart attached to the
plan. Senior note claimants, with $573.5 million in claims, are
projected for a 58 percent recovery.  General unsecured creditors
with $106.7 million in claims should have a 5 percent recovery,
according to the chart.  Subordinated noteholders with $532.8
million in claims receive nothing.

Distributions are made possible in part by the $308 million
pool of cash Tousa was holding at the end of March from the sale
of assets and other recoveries.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said it would no longer pursue approval of its liquidation plan
because of the pending appeal of its fraudulent transfer case in
the U.S. Court of Appeals for the Eleventh Circuit.  A district
court in February 2011 held that the bankruptcy judge was wrong in
ruling that lenders who were paid off received fraudulent
transfers when Tousa gave liens on subsidiaries' properties to
bail out and refinance a joint venture.  Daniel H. Golden, Esq.,
and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, N.Y., represent the creditors committee.

The Tousa committee filed a Chapter 11 plan in July 2010 based on
an assumption it would win the appeal.


TOUSA INC: Has Court OK to Use Cash Collateral Until Aug. 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Fort Lauderdale Division, signed off a 13th interim order
authorizing TOUSA, Inc., et al., to further access the cash
collateral securing their prepetition indebtedness from May 1
through Aug. 31, 2013, subject to the compliance of certain
financial covenants.

A full-text copy of the 13th Interim Cash Collateral Order and
Budget is available for free at:

      http://bankrupt.com/misc/TOUSAcashcolorder0521.pdf

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said it would no longer pursue approval of its liquidation plan
because of the pending appeal of its fraudulent transfer case in
the U.S. Court of Appeals for the Eleventh Circuit.  A district
court in February 2011 held that the bankruptcy judge was wrong in
ruling that lenders who were paid off received fraudulent
transfers when Tousa gave liens on subsidiaries' properties to
bail out and refinance a joint venture.  Daniel H. Golden, Esq.,
and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, N.Y., represent the creditors committee.

The Tousa committee filed a Chapter 11 plan in July 2010 based on
an assumption it would win the appeal.


TRAINOR GLASS: Court Extends Plan Filing Period Until June 14
-------------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois has extended, at the behest of
Trainor Glass Company, the exclusive periods for the Debtor to
file a plan of reorganization until June 14, 2013, and for the
Debtor to solicit acceptances of that plan until Aug. 16, 2013.

David A. Golin, Esq., an attorney at Arnstein & Lehr LLP, which
represents the Debtor in this bankruptcy case, said, "The Debtor
has been working to liquidate its assets and has been consulting
and working with the Committee of Unsecured Creditors and First
Midwest Bank to formulate a plan.  The Debtor intends to continue
this process.  The Committee and the Bank support the relief
requested in this motion."

The Debtor is also represented by Michael L. Gesas, Esq., and
Kevin H. Morse, Esq., at Arnstein & Lehr.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.  The Debtor
has tapped Cole, Martin & Co., Ltd., to render certain auditing
services related to the Debtor's 401(k) and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


UNION AMERICA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Union America International, Inc.
          aka Power USA Hosiery
          aka Power USA
        3435 S. Broadway
        Los Angeles, CA 90007

Bankruptcy Case No.: 13-22837

Chapter 11 Petition Date: May 16, 2013

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

Judge: Neil W. Bason

Debtor's Counsel: Rosendo Gonzalez, Esq.
                  GONZALEZ & ASSOC APLC
                  530 S Hewitt St., Ste 148
                  Los Angeles, CA 90013
                  Tel: (213) 452-0070
                  Fax: (213) 452-0080
                  E-mail: rossgonzalez@gonzalezplc.com

Scheduled Assets: $6,140,941

Scheduled Liabilities: $7,389,816

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/cacb13-22837.pdf

The petition was signed by Jae C. Myung, CEO.


UNIT CORP: Moody's Upgrades Rating on Subordinated Debt to 'B1'
---------------------------------------------------------------
Moody's Investors Service upgraded Unit Corporation's subordinated
notes to B1 from B2 and simultaneously affirmed the company's Ba3
Corporation Family Rating, Ba3-PD Probability of Default Rating
and SGL-2 Speculative Grade Liquidity Rating. The outlook is
stable.

"The upgrade reflects our expectation that the size of the
priority claim debt in the capital structure will remain small
relative to the amount of subordinated notes, and that the company
will manage its growth in a controlled manner with minimal
negative free cash flow and revolver drawings," said Sajjad Alam,
Moody's Analyst.

Issuer: Unit Corporation

Upgrades:

Senior Subordinated Regular Bond/Debenture, Upgraded to B1 from B2

Senior Subordinated Regular Bond/Debenture, Upgraded to a range of
LGD5, 71 % from a range of LGD5, 81 %

Multiple Seniority Shelf, Upgraded to (P)B1 from (P)B2

Affirmations:

Corporate Family Rating, Affirmed Ba3

Probability of Default Rating, Affirmed Ba3-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

Ratings Rationale:

The Ba3 CFR reflects Unit's manageable leverage metrics in terms
of production and proved developed (PD) reserves; its track record
of consistent reserves and production growth; and the company's
diversified exposure to the upstream, onshore contract drilling
and midstream segments, which provides stability to cash flows and
market intelligence. Despite a large debt-financed acquisition in
2012, Unit's leverage metrics remain appropriate for its rating
level relative to peers, and Moody's expects ongoing capital
discipline towards future growth opportunities. The rating is
tempered by Unit's limited scale of upstream operations, natural
gas weighted production and reserves profile, and exposure to the
cyclicality and volatility of the mature North American land
drilling market

Unit should have good liquidity through mid-2014 which is
reflected in Moody's SGL-2 rating. The company will outspend
operating cash flow in 2013 in the range of $90-$95 million,
however, if the company executes any of its planned non-core asset
sales, the funding gap will narrow. Unit will also have
substantial liquidity support from its $500 million committed
borrowing base revolver, which had $430 million of availability at
March 31, 2013. Unit's borrowing base was confirmed at $800
million during the April 2013 semi-annual re-determination, and
therefore, the company has the reserve base to support a larger
facility commitment amount if needed. Moody's notes that Unit's
drilling rigs are not included in the revolver borrowing base
calculation, which could provide additional liquidity in a
distressed situation.

The stable outlook reflects Unit's improving leverage, multi-
sector exposure and Moody's expectation of measured growth.

Moody's would look for improved scale and diversification in
considering an upgrade to a higher rating category. An upgrade is
possible if Unit can sustain production above 55,000 boe per day,
significantly expand its midstream operations and maintain a debt
to PD reserves ratio below $5.00 per boe on a consolidated basis.

A negative rating action is unlikely in 2013. However, a downgrade
could occur if Unit's leverage, which has historically been the
key support for its rating, increases above $25,000 boe in terms
of debt to average daily production. Any material decline in
production or separation/divestiture of non-E&P businesses could
also prompt a downgrade.

The principal methodology used in this rating was the Global
Independent Exploration and Production Industry Methodology
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.

Unit Corporation, headquartered in Tulsa, Oklahoma, is a
diversified energy company engaged in the exploration and
production of oil and gas, onshore contract drilling, and
gathering and processing activities. Operations are principally
located in the Mid-Continent region, including the Anadarko,
Arkoma, Permian, Rocky Mountain and Gulf Coast Basins.


UNITED EQUITABLE: A.M. BEST Affirms 'C+' Financial Strength Rating
------------------------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative for
United Equitable Insurance Company (United Equitable) and its
separately rated affiliate, American Heartland Insurance Company
(American Heartland). A.M. Best also has affirmed the financial
strength rating (FSR) of C+ (Marginal) and the issuer credit
rating (ICR) of "b-" of United Equitable, and has affirmed the FSR
of C- (Weak) and the ICR of "cc" of American Heartland. Both
companies are domiciled in Skokie, IL.

The revised outlook and affirmation of the FSR and ICR for both
United Equitable and American Heartland are based on their
improved underwriting and operating performance in 2012 as
evidenced by an increase in surplus over 2011 of 43% and 34%,
respectively. Consequently, the risk-adjusted capitalization of
both companies also improved in 2012 and adequately supports their
current respective rating levels. Furthermore, the previous
negative outlook for the ratings was partly due to an ongoing
reserving dispute between both companies and the Illinois
Department of Insurance (ILDOI). However, both companies recently
have received an order from the ILDOI stating that no further
adjustments to their loss reserves are necessary at the present
time. Thus, while the matter remains sub judice pending the
resolution of a due process appeal from the companies, the order
effectively means the dispute has been largely resolved in favor
of the two companies.

In future rating cycles, any improvement in the companies' ratings
will be contingent upon sustained favorable underwriting and
operating trends, as well as maintenance of risk-adjusted
capitalization adequate for their respective rating levels.
However, negative ratings actions could occur as a result of
declining overall risk-adjusted capitalization, unfavorable
operating earnings or increased leverage measures.


URBAN AG. CORP: Incurs $325K Net Loss in 1st Quarter
----------------------------------------------------
Urban AG. Corp. filed its quarterly report on Form 10-Q, reporting
a net loss of $324,935 on $221,086 of revenue for the three months
ended March 31, 2013, compared with a net loss of $19,008 on
$1.8 million of revenue for the same period last year.

The Company's balance sheet at March 31, 2013, showed $3.2 million
in total assets, $12.0 million in total liabilities, and a
stockholders' deficit of $8.8 million.

"The Company has experienced substantial losses, has a working
capital deficiency of approximately $11.6 million, a stockholders'
deficit of approximately $8.8 million and is in default on several
financial obligations at March 31, 2013, which raises substantial
doubt about the Company's ability to continue as a going concern.

"Additionally, the Company's accounts receivable financing
arrangement has been terminated by the lender.  Also, as of
March 31, 2013, the Company has delinquent payroll taxes of
approximately $900,000.

A copy of the Form 10-Q is available at http://is.gd/xBHX8o

Danvers, Massachusetts-based Urban AG. Corp, through its wholly-
owned subsidiary CCS Environmental World Wide, Inc., a Delaware
corporation, provides hazardus material abatement and environment
remediation services.


VISCOUNT SYSTEMS: Incurs C$1.8 Million Net Loss in First Quarter
----------------------------------------------------------------
Viscount Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss and comprehensive loss of C$1.84 million on C$828,320 of
sales for the three months ended March 31, 2013, as compared with
a net loss and comprehensive loss of C$168,290 on C$867,001 of
sales for the same period during the prior year.

The Company reported a net loss of C$2.9 million in 2011, compared
with a net loss of C$1.3 million in 2010.

The Company's balance sheet at March 31, 2013, showed C$1.15
million in total assets, C$5.52 million in total liabilities and a
C$4.37 million total stockholders' deficit.

"The Company has an accumulated deficit of $10,460,118, reported a
loss for the three month period ended March 31, 2013 of
$1,846,316, and has working capital of $206,993 at March 31, 2013.
Cash flows used in operating activities for the three months ended
March 31, 2013 were $313,521.  Although management is confident
that the company can access sufficient working capital to maintain
operations and ultimately generate positive cash flows from
operations, the ability to sustain the current level of operations
is dependent upon growing sales and achieving sustainable profits.
Management has estimated that the Company will need to raise a
minimum of $1,000,000 by way of new debt or equity financing to
continue normal operations for the next twelve months.  Management
has been actively seeking new investors and developing new
customer relationships, however additional financing arrangements
have not yet completed.  Short-term loan financing is anticipated
from related parties, however there is no certainty that loans or
equity financing will be available when required.  These factors
raise substantial doubt about the ability of the Company to
continue operations as a going concern."

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

                        http://is.gd/BXhwPX

                       About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.


VYCOR MEDICAL: Incurs $662,600 Net Loss in First Quarter
--------------------------------------------------------
Vycor Medical, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $662,672 on $231,674 of revenue for the three months ended
March 31, 2013, as compared with a net loss of $783,430 on
$432,601 of revenue for the same period a year ago.

The Company's balance sheet at March 31, 2013, showed $2.32
million in total assets, $4.40 million in total liabilities and a
$2.07 million total stockholders' deficiency.

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

                        http://is.gd/QqRYe5

                        About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.

Vycor Medical disclosed a net loss of $2.92 million in 2012, as
compared with a net loss of $4.77 million in 2011.

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.


WESTINGHOUSE SOLAR: Southridge Held 8.1% Equity Stake at May 15
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Southridge Partners II LP disclosed that, as of
May 15, 2013, it beneficially owned 3,341,253 shares of common
stock of Westinghouse Solar, Inc., representing 8.1% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/qnvJxY

                         About Westinghouse

Campbell, Calif.-based Westinghouse Solar, Inc., is a designer and
manufacturer of solar power systems and solar panels with
integrated microinverters.  The Company designs, markets and sells
these solar power systems to solar installers, trade workers and
do-it-yourself customers in the United States and Canada through
distribution partnerships, the Company's dealer network and retail
outlets.

Westinghouse Solar disclosed a net loss of $8.62 million on $5.22
million of net revenue in 2012, as compared with a net loss of
$4.63 million on $11.42 million of net revenue in 2011.

The Company's balance sheet at March 31, 2013, showed $3.18
million in total assets, $5.31 million in total liabilities,
$417,704 in series C convertible redeemable preferred stock,
$280,000 in series D convertible redeemable preferred stock and a
$2.82 million total stockholders' deficit.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing significant
operating losses and negative cash flow from operations that raise
substantial doubt about its ability to continue as a going
concern.


WILLIAM MILLARD: Chapter 15 Case Summary
----------------------------------------
Chapter 15 Debtor: William H. Millard
                   453 Britannia Drive
                   Grand Cayman
                   Cayman Islands

Chapter 15 Case No.: 13-11625

Chapter 15 Petition Date: May 16, 2013

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Chapter 15 Debtor's Counsel: Warren E. Gluck, Esq.
                             James H. Power, Esq.
                             HOLLAND & KNIGHT LLP
                             31 W 52nd Street
                             New York, NY 10019
                             Tel: (212) 573-3396
                             Fax: (212) 385-9010
                             E-mail: warren.gluck@hklaw.com
                                     james.power@hklaw.com

Estimated Assets: $50,000,001 to $100,000,000

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

The petition was signed by Kenneth M. Krys, appointed
administrator and foreign representative.


WIZARD WORLD: Posts $1.2 Million Net Income in First Quarter
------------------------------------------------------------
Wizard World, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $1.17 million on $1.79 million of convention revenue for the
three months ended March 31, 2013, as compared with a net loss of
$303,903 on $520,155 of convention revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2013, showed $2.79
million in total assets, $5.34 million in total liabilities and a
$2.55 million total stockholders' deficit.

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

                        http://is.gd/1lqjaP

                         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.

Wizard World disclosed 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.


WOUND MANAGEMENT: Delays Form 10-Q for First Quarter
----------------------------------------------------
Wound Management Technologies, Inc.'s quarterly report on Form 10-
Q for the period ending March 31, 2013, could not be filed within
the prescribed time period because the report and financial
statements could not be completed, then reviewed by the Company's
independent auditor in time without unreasonable effort and
expense.

                      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.

Wound Management disclosed a net loss of $1.84 million on $1.17
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $12.74 million on $2.21 million of revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.39 million
in total assets, $5.19 million in total liabilities and a $3.80
million total stockholders' deficit.

Pritchett, Siler & Hardy, P.C., 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 incurred substantial losses
and has a working capital deficit which factors raise substantial
doubt about the ability of the Company to continue as a going
concern.


WYNDHAM WORLDWIDE: Moody's Says New Revolver a Credit Positive
--------------------------------------------------------------
Moody's Investors Service commented that Wyndham Worldwide
Corporation's announcement that it entered into a new five year
$1.5 billion revolving credit facility which replaces its previous
$1.0 billion revolver that was set to expire in July 2016 is a
credit positive.

Closing of the new revolving credit facility is a credit positive
given the extended maturity and higher commitment amount that will
support the company's commercial paper program that increased from
$500 million to $750 million as well as provide an additional $250
million of capacity to support unexpected contingencies.

Wyndham Worldwide Corporation is one of the largest hotel
franchisors in the world and operates in three segments of the
hospitality industry: lodging, vacation exchange and rentals, and
vacation ownership. The company also develops and sells vacation
ownership (timeshare) intervals to individual consumers and
provides consumer financing in connection with these sales.
Wyndham generates annual revenues of about $4.5 billion.

On October 3, 2012, Moody's took these rating actions on Wyndham
Worldwide:

  Proposed $500 million commercial paper program at Prime-3

Ratings affirmed:

  Senior unsecured notes at Baa3

  Senior unsecured and preferred debt shelf at (P) Baa3 and (P)
  Ba2, respectively


XCELL ENERGY: May 29 Hearing on Motion to Dismiss or Convert Case
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
will convene a hearing on May 29, 2013, at 9:30 a.m., to consider
creditor Alpha Credit Resources, LLC's motion to:

   1. convert the Chapter 11 case of Xcell Energy and Coal
      Company LLC to one under Chapter 7 of the Bankruptcy Code;

   2. dismiss case;

   3. grant relief from stay; or

   4. appoint Chapter 11 trustee.

                      About Xcell Energy

Xcell Energy and Coal Company, LLC, and its parent Energy
Investment Group, LLC, sought Chapter 11 protection (Bankr. E.D.
Ky. Case Nos. 13-70095 and 13-70096) on Feb. 14, 2013 in
Pikeville, Kentucky.

The Debtors sought bankruptcy after lender Alpha Credit Resources
LLC, owed $8 million, sought a receiver in state court and
scheduled a foreclosure auction on Xcell.

The Debtor is represented by attorneys at DelCotto Law Group PLLC
in Lexington, Kentucky.

Xcell Energy disclosed $32,656,400 in assets and $10,641,310 in
liabilities as of the Chapter 11 filing.


YARWAY CORP: Seeks Extension of Schedules Filing Deadline
---------------------------------------------------------
Yarway Corporation asks the U.S. Bankruptcy Court for the District
of Delaware to further extend by an additional 60 days its
deadline to file its schedules of assets and liabilities and
statement of financial affairs.

According to the Debtor, the task of compiling financial
information from books, records and documents relating to its
assets and claims is daunting and needs considerable time given
that the information is voluminous.

The motion was filed by Larry J. Nyhan, Esq., Kenneth P. Kansa,
Esq., Dennis M. Twomey, Esq., Jeremy E. Rosenthal, Esq., at Sidley
Austin LLP, in Chicago, Illinois; and Norman L. Pernick, Esq., J.
Kate Stickles, Esq., and Therese A. Scheuer, Esq., at Cole,
Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware.

A hearing on the request will be held on May 29, 2013, at 11:00
a.m.  Objections are due May 22.

                    About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.


YARWAY CORP: Seeks to Employ Sidley, Cole Schotz as Counsel
-----------------------------------------------------------
Yarway Corporation seeks authority from the U.S. Bankruptcy Court
for the District of Delaware to employ Sidley Austin LLP as its
lead bankruptcy counsel and Cole, Schotz, Meisel, Forman &
Leonard, P.A., as local Delaware counsel.

Sidley Austin will be paid its customary hourly rates, which range
from $210 to $1,050.  Cole Schotz will be paid $350 to $785 for
members and special counsel, $210 to $400 for associates, and $165
to $245 for paralegals.  Both firms will be reimbursed for any
necessary out-of-pocket expenses.

The firms assured the Court that they are disinterested persons
pursuant to Section 101(14) of the Bankruptcy Code and do not
represent any interest adverse to the Debtor and its estates.

Sidley disclosed that on April 5, 2013, it received an evergreen
retainer of $500,000 from the Debtor for services rendered and
expenses incurred.  During the 90 days prior to the Petition Date,
the Debtor paid $287,454 to Sidley for services and expenses.

Cole Schotz also disclosed that prior to the Petition Date, it
received from the Debtor an initial retainer of $175,000 for
planning, preparation of documents, and its proposed postpetition
representation of the Debtor.  Of the retainer amount, $26,518 was
applied to pay prepetition fees and expenses, while the remaining
amount will constitute a general or "evergreen" retainer.

Kevin Coen, Yarway Corp.'s vice president and secretary, filed the
employment applications.

A hearing on the requests will be held on May 29, 2013, at 11:00
a.m.  Objections are due May 22.

                    About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.


YARWAY CORP: Seeks to Employ Morgan Lewis as Asbestos Counsel
-------------------------------------------------------------
Yarway Corporation seeks authority from the U.S. Bankruptcy Court
for the District of Delaware to employ Morgan Lewis Bockius LLP as
special asbestos counsel to, among other things, analyze the
Debtor's insurance coverage for asbestos-related claims and
analyze the Debtor's rights as against third-parties in relation
to asbestos claims.

The firm will be paid $310 to $885 per hour and will be reimbursed
for any necessary out-of-pocket expenses.  The firm assures the
Court that it is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtor and its estate.

Morgan Lewis's representation of the Debtor will be headed by one
of its partner, Paul A. Zevnick, Esq., to be reached at:

         Paul A. Zevnik, Esq.
         MORGAN LEWIS BOCKIUS LLP
         Washington, D.C.
         1111 Pennsylvania Ave., NW
         Washington, DC 20004-2541
         Tel: (202) 739-5755
         Fax: (202) 739.3001

            -- and --

         Los Angeles
         300 South Grand Ave, 22nd Fl.
         Los Angeles, CA 90071-3132
         Tel: (213) 612-2500
         Fax: (213) 612-2501
         E-mail: pzevnik@morganlewis.com

A hearing on the employment application will be held on May 29,
2013, at 11:00 a.m.  Objections are due May 22.

                    About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.


YARWAY CORP: Taps Logan & Company as Administrative Advisor
-----------------------------------------------------------
Yarway Corporation seeks authority from the U.S. Bankruptcy Court
for the District of Delaware to employ Logan & Company, Inc., as
administrative advisor, to provide balloting and solicitation
services, assist the Debtor in the preparation and filing of its
schedules of assets and liabilities and statement of financial
affairs, and assist in the claims reconciliation process.

Logan will be paid in accordance to its customary hourly rates and
will be reimbursed for any necessary out-of-pocket expenses.
Logan has received from the Debtor a $5,000 retainer prior to the
Petition Date as security for services to be rendered.  Logan
assured the Court that it is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

A hearing on the employment application will be held on May 29,
2013, at 11:00 a.m.  Objections are due May 22.

                    About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.


* Fitch: Bolivar Devaluation Continues to Pressure U.S. Companies
-----------------------------------------------------------------
Venezuela's currency devaluation dented first-quarter earnings per
share (EPS) and net profits for U.S. companies with operations or
doing business within this market and Fitch Ratings believes
pressure on the bolivar fuertes (Bs.F.) and potential incremental
charges could continue.

In first-quarter 2013, Ford recorded a $186 million re-measurement
loss in Venezuela; the re-measurement impact at General Motors
(GM) was $162 million while the re-measurement impact at Goodyear
was $115 million. GM also noted that another devaluation of the
Bs.F. to the dollar would result in a $50 million charge based
upon the company's Bs.F.-denominated assets and liabilities as of
March 31, 2013.

The 32% devaluation of the Bs.F. on Feb. 13, 2013 resulted in
relatively moderate nonrecurring charges for issuers with exposure
to this market. However, the impact of the devaluation is greater
than downdrafts to EPS guidance would suggest. There is also a
drag on sales momentum from the Venezuelan market, potential
impact to covenant calculations, and the loss of value as net
monetary assets, particularly local currency cash and working
capital, are being re-measured downward.

Additionally, the recent changes in Venezuela's foreign exchange
(FX) system could reduce the need for the sovereign to issue FX
debt for exchange rate policy purposes. Nevertheless, in the
absence of tighter fiscal and monetary policies with efficiency
improvements in the allocation of FX to the private sector, the
new system is not likely to improve macroeconomic stability.
Hence, future devaluations cannot be ruled out.

Prior to 2010, Venezuela had attractive growth characteristics, as
robust local demand and inflationary pricing benefitted
improvements in the top line and margins. As such, it was part of
the faster growth emerging markets that were sought after by
issuers looking to offset constrained consumption in developed
markets since the financial crisis. Venezuela's previous major
devaluation in 2010 was supplemented by increasing price control
mandates for many consumer goods. Since then, growth and profits
in this market has been less robust for many companies.

Turbulence in emerging markets is nothing new to large
multinational companies. Colgate Palmolive (Colgate) has had a
presence in Latin America starting with Brazil in 1927 and holds
commanding market shares in key product lines throughout the
region. The company has weathered many political and currency
regime changes since then. Therefore, although Venezuela is a
small market representing just 4% of Colgate's sale and operation
profits in the first quarter of 2013, it is committed to remaining
in the Venezuelan market for the long haul despite the 19%
reduction in net income on charges related to the Bs.F.
devaluation.

Venezuela is a small market for most multinational corporations.
U.S.-based consumer product companies typically derive less than
5% of revenues in this country. Avon Products, Inc. (Avon) and
Colgate generate more than 75% of revenues and profits outside the
U.S. while Venezuela represents 4% or less of sales and profits
for both companies. At the larger end, operations in Venezuela
represented more than 18% of revenues and 19% of gross profits for
Coca Cola FEMSA SAB de CV (FEMSA).

Fitch expects that issuers with more reliance on this market for
revenues or profits may continue to be negatively affected.
Additionally, covenants based on profit before taxes could be
affected by the devaluation-related charges. Avon has a covenant
based on profit before taxes and its bank agreements were recently
renegotiated to prove carve-outs for noncash, nonrecurring charges
such as these.

Restrictions on the transfer of cash out of Venezuela continue to
make operating in the country difficult. Payments for commodities
or other dollar-based imports or other manufacturing inputs have
been problematic for decades. While some companies have provided
support through intercompany lending, it is not necessarily ideal
or a solution for all. For example, as of March 31, 2013, Goodyear
had $75 million in payables from Goodyear Venezuela that had been
pending for more than one year before the Venezuelan Currency
Exchange Board's decision. Included in those payables were amounts
owed to the parent company.

The restrictions, which have been in place for several years have
also exposed monetary assets to losing value on a dollar basis.
Avon has had roughly 10%-15% of total cash held in Bs.F. At the
end of 2012, the company had $171 million, or 14% of cash in
Bs.F.; after the devaluation, local currency cash balances are
just $114 million ended March 31, 2013.

"We forecast GDP growth in Latin America to rise to 3.7% in 2013
and 3.9% in 2014, up from our previous growth forecast of 2.8% in
2012. However, Venezuela is considered to be a laggard compared to
the continent's key growth engines such as Colombia and Peru.
Demand from consumers remains robust in a majority of emerging
markets due to low unemployment levels, rising wages, modest
inflation, and improving consumer confidence. However, high
inflation, a poor business environment, and increased intervention
of the state in the economy have weighed on Venezuela's growth
performance," Fitch says.

While price stability has improved for most of Latin America,
central banks have highlighted currency depreciation pressures as
a risk to the region's otherwise benign inflation outlook.
Venezuela's inflation, averaging 21.1% in 2012, is likely to
accelerate with the recent devaluation. Venezuela's macroeconomic
volatility, reflected in high inflation, devaluation risks, and
price controls, coupled with limitations to transfer hard currency
abroad, represent key credit weaknesses that might discourage
foreign investment.


* Chambers USA Names Daniel Gosband Bankruptcy/Restructuring Star
-----------------------------------------------------------------
Goodwin Procter, a national Am Law 50 firm, on May 24 disclosed
that Chambers USA: America's Leading Lawyers for Business has
recognized the firm and its attorneys for excellence in numerous
practice areas.  A total of 94 of the firm's attorneys were named
as leading lawyers in the legal directory's 2013 edition.
Goodwin's practice groups were selected for ranking in 42
categories overall and garnered top-tier rankings in 22
categories.  A complete listing of Goodwin's rankings is available
online at Chambers USA 2013.

Twenty-one Goodwin attorneys were ranked in multiple practice
areas/categories this year.  On a national level, Goodwin enhanced
its rankings in two categories: Financial Services Regulation:
Consumer Finance (Compliance and Litigation) and Real Estate.
Goodwin also added rankings in two California categories, Capital
Markets: Debt & Equity and Litigation: Securities, and enhanced
its rankings in the Massachusetts Labor & Employment category.

For the seventh consecutive year, Goodwin partner Gilbert G. Menna
was named a "Star Individual" in REITs, Chambers' most select
designation for attorneys.  In addition, Robert S. Basseches was
honored as a "Senior Statesman" in Transportation: Shipping:
Regulatory (outside New York) and Daniel Glosband was named a
"Star Individual" in the Massachusetts Bankruptcy/Restructuring
category.

Goodwin partners ranked in Chambers USA 2013 were:

National

-- Marco E. Adelfio: Investment Funds: Registered Funds

-- Jonathan Axelrad: Investment Funds: Venture Capital

-- Christopher B. Barker: Leisure & Hospitality

-- Lynne B. Barr: Financial Services Regulation: Banking
(Compliance) and Financial Services Regulation: Consumer Finance
(Compliance)

-- Robert T. Basseches: Transportation: Shipping, Regulatory
(outside NY)

-- Mark Burnett: Private Equity: Buyouts

-- John J. Cleary: Employee Benefits & Executive Comp

-- David B. Cook: Transportation: Shipping, Regulatory (outside
NY)

-- John J. Egan III: Investment Funds: Venture Capital

-- Elizabeth Shea Fries: Investment Funds: Hedge Funds

-- Edward Glazer: Capital Markets: REITs

-- Michael H. Glazer: Real Estate

-- Teresa Goebel: Leisure & Hospitality

-- Thomas M. Hefferon: Financial Services Regulation: Consumer
Finance (Litigation)

-- Mark Holland: Securities: Litigation

-- Robert M. Kurucza: Investment Funds: Registered Funds

-- John R. LeClaire: Private Equity: Buyouts

-- Richard Matheny: International Trade: Export Controls &
Economic Sanctions

-- William P. Mayer: Financial Services Regulation: Financial
Institutions M&A

-- Gilbert G. Menna: Capital Markets: REITs

-- Philip Newman: Investment Funds: Registered Funds

-- Christopher E. Palmer: Investment Funds: Registered Funds

-- Brian E. Pastuszenski: Securities: Litigation

-- Regina M. Pisa: Financial Services Regulation: Financial
Institutions M&A

-- H. Neal Sandford: Capital Markets: REITs

-- Ettore A. Santucci: Capital Markets: REITs

-- Mark Schonberger: Capital Markets: REITs

-- Kingsley L. Taft: Life Sciences: Corporate/Commercial

-- Marian A. Tse: Employee Benefits & Executive Comp

-- Paul F. Ware, Jr.: Litigation: Trial Lawyers

California

-- Jonathan Axelrad: Corporate/M&A: Venture Capital

-- Lewis G. Feldman: Real Estate

-- Forrest A. Hainline III: Litigation: General Commercial

-- J. Hovey Kemp: Corporate/M&A: Private Equity

-- Anthony McCusker: Corporate/M&A (Northern California and
Venture Capital)

-- Dean C. Pappas: Real Estate

-- Douglas Praw: Real Estate

-- Daniel Tyukody Jr.: Litigation: Securities

District of Columbia

-- John D. Aldock: Litigation: General Commercial

-- Michael S. Giannotto: Environment

-- Mark A. Heller: Healthcare: Pharmaceutical/Medical Products
Regulatory

-- James A. Hutchinson: Corporate/M&A and Private Equity

-- Laurence S. Kirsch: Environment

-- Mark S. Raffman: Litigation: General Commercial

Massachusetts

-- Christopher B. Barker: Real Estate

-- Lynne B. Barr: Banking & Finance: Corporate & Regulatory

-- Thomas A. Beaudoin: Private Equity: Fund Formation

-- Wilfred J. Benoit: Labor & Employment

-- Mark T. Bettencourt: Corporate/M&A

-- Gregory A. Bibler: Environment

-- Mitchell S. Bloom: Corporate/M&A

-- James M. Broderick: Real Estate

-- Mark Burnett: Corporate/M&A and Private Equity: Buyouts

-- Stuart M. Cable: Corporate/M&A

-- John J. Cleary: Employee Benefits & Executive Comp

-- Todd Cronan: Litigation: WCC, Government Investigations

-- Howard A. Cubell: Tax

-- James M. Curley: Private Equity: Buyouts

-- James S. Dittmar: Litigation: Securities

-- J. Anthony Downs: Intellectual Property

-- John J. Egan III: Corporate/M&A and Private Equity: Venture
Capital Investment

-- John C. Englander: Intellectual Property

-- Eric R. Fischer: Banking and Finance: Corporate & Regulatory

-- Elizabeth Shea Fries: Hedge and Mutual Funds

-- Michael H. Glazer: Real Estate

-- Daniel M. Glosband: Bankruptcy/Restructuring

-- Duncan Greenhalgh: Intellectual Property

-- John Haggerty: Corporate/M&A: Capital Markets

-- Robert Hale: Labor & Employment

-- Martin R. Healy: Real Estate: Zoning/Land Use

-- Laura C. Hodges Taylor: Private Equity: Buyouts

-- Joseph L. Johnson III: Corporate/M&A

-- Lawrence Kaplan: Real Estate: Zoning/Land Use

-- Minta E. Kay: Real Estate

-- Michael J. Kendall: Private Equity: Buyouts

-- Rufus C. King: Private Equity: Fund Formation

-- Samantha Kirby: Banking & Finance: Corporate & Regulatory

-- Mark Kirshenbaum: Tax

-- Douglas J. Kline: Intellectual Property

-- John R. LeClaire: Private Equity: Buyouts

-- Mark Macenka: Private Equity: Venture Capital Investment

-- Gina Lynn Martin: Bankruptcy/Restructuring

-- William P. Mayer: Banking & Finance: Corporate & Regulatory

-- Gilbert G. Menna: Corporate/M&A: Capital Markets

-- James M. Nagle: Labor & Employment

-- Philip Newman: Hedge Funds & Mutual Funds

-- Michael J. Pappone: Bankruptcy/Restructuring

-- Brian E. Pastuszenski: Litigation: Securities

-- Edmund R. Pitcher: Intellectual Property

-- Stephen D. Poss: Litigation: General Commercial and Litigation:
Securities

-- James C. Rehnquist: Litigation: WCC, Government Investigations

-- H. Neal Sandford: Tax

-- Ettore A. Santucci: Corporate/M&A: Capital Markets

-- Joseph F. Savage: Litigation: WCC, Government Investigations

-- William J. Schnoor: Corporate/M&A and Private Equity: Venture
Capital Investment

-- Paul D. Schwartz: Real Estate

-- Edward Matson Sibble: Banking and Finance

-- Bradford J. Smith: Labor & Employment

-- Derek Steingarten: Hedge and Mutual Funds

-- Andrew Sucoff: Real Estate

-- Marian A. Tse: Employee Benefits & Executive Comp

-- Paul F. Ware Jr.: Intellectual Property and Litigation: General
Commercial

-- David W. Watson: Private Equity: Fund Formation

-- Scott A. Webster: Employee Benefits & Executive Comp

-- William H. Whitledge: Tax

-- Elise N. Zoli: Environment

New York

-- Mark J. Abate: Intellectual Property: Patent

-- David M. Hashmall: Intellectual Property: Patent

-- Mark Holland: Litigation: Securities

-- Christopher B. Price: Real Estate: Corporate

-- Richard M. Strassberg: Litigation: WCC, Government
Investigations

-- Andrew J. Weidhaas: Corporate/M&A

Chambers surveys and interviews clients and lawyers across the
United States to determine which firms and attorneys are
considered leaders in their field.  Rankings assess key qualities
in the legal field, including technical legal ability,
professional conduct, client service, commercial
awareness/astuteness, diligence and commitment.

                       About Goodwin Procter

Goodwin Procter LLP -- http://www.goodwinprocter.com-- is a
Global 100 law firm, with offices in Boston, Hong Kong, London,
Los Angeles, New York, San Diego, San Francisco, Silicon Valley
and Washington, D.C.  The firm provides corporate law and
litigation services, with a focus on matters involving real
estate, REITs and real estate capital markets; private equity;
technology companies; financial institutions; intellectual
property; products liability and mass torts; and securities
litigation and white collar defense.


* Six Mintz Levin Bankruptcy Attorneys Featured in Chambers USA
---------------------------------------------------------------
The 2013 Chambers USA: America's Leading Lawyers for Business
guide names forty-seven Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C. attorneys as "Leaders in Their Fields."  Mintz Levin
attorneys selected for inclusion in this year's highly-regarded
national attorney directory span 16 practice areas.  In the
inaugural year of the Immigration practice area, the firm achieved
a national ranking for both its practice group and the practice's
founding attorney.  Additionally, six Mintz Levin attorneys moved
into a higher band in the 2013 guide.

Chambers USA rankings are based on extensive in-depth interviews
with attorneys and clients, and are designed to assess: technical
legal ability, professional conduct, client service, commercial
awareness/astuteness, diligence, commitment and other qualities
most valued by the client.

The Mintz Levin attorneys featured in the 2013 Chambers USA guide
are listed below.  Those appearing in bold were newly selected in
2013.

Employee Benefits & Executive Compensation (Nationwide) Alden
Bianchi

Healthcare: Regulatory & Litigation (Nationwide) Hope Foster

Immigration (Nationwide) Susan Cohen

Life Sciences (Nationwide) Ivor Elrifi: IP/Patent Litigation
Jonathan Kravetz: Corporate/Commercial Jeffrey Wiesen:
Corporate/Commercial (Band 1)

Privacy & Data Security (Nationwide) Cynthia Larose

Antitrust (District of Columbia) Bruce Sokler

Banking & Finance: Public Finance (Massachusetts) (Firm Band 1)
Meghan Burke (Band 1) Colin McNiece (Associate to Watch) Richard
Moche John Regier (Band 1) Gregory Sandomirsky

Bankruptcy/Restructuring (Massachusetts) (Firm Band 1) Daniel
Bleck William Kannel Richard Mikels (Star Individual) Paul Ricotta
Adrienne Walker (Up and Coming) Kevin Walsh

Corporate/M&A (Massachusetts) Daniel Follansbee (Up and Coming)
Jonathan Kravetz: Capital Markets Jeffrey Wiesen

Employee Benefits & Executive Compensation (Massachusetts) Alden
Bianchi (Band 1) Thomas Greene

Employee Benefits & Executive Compensation (New York) Andrew
Bernstein

Employee Benefits & Executive Compensation (District of Columbia)
Raymond Cotton

Environment (Massachusetts) Ralph Child (Band 1) Susan Phillips
Jeffrey Porter (Band 1)

Healthcare (District of Columbia) Hope Foster (Band 1) Susan
Berson

Healthcare (Massachusetts) Deborah Daccord Ellen Janos Daria
Niewenhous Stephen Weiner (Band 1)

Healthcare (New York) Brian Platton Andrew Roth

Intellectual Property (Massachusetts) Ivor Elrifi

Labor and Employment (Massachusetts) Bret Cohen Robert Gault
Donald Schroeder

Litigation (Massachusetts) Tracy Miner: White-Collar Crime &
Government Investigations R. Robert Popeo: General Commercial
(Senior Statesman) Jack Sylvia: Securities

Litigation (New York) Robert Bodian: General Commercial Peter
Chavkin: White-Collar Crime & Government Investigations (Band 1)

Real Estate (Massachusetts) Eric Freeman Daniel Gaquin Frederick
Pittaro Andrew Urban

Real Estate (New York) Jeffrey Moerdler

Telecom, Broadcast & Satellite (District of Columbia) Howard
Symons


* BOND PRICING -- For Week From May 20 to 24, 2013
--------------------------------------------------

   Issuer Name         Ticker   Coupon  Bid Price  Maturity Date
   -----------         ------   ------  ---------  -------------
AES Eastern Energy LP  AES        9.000     1.750       1/2/2017
AES Eastern Energy LP  AES        9.670     4.125       1/2/2029
AGY Holding Corp       AGYH      11.000    55.000     11/15/2014
ATP Oil & Gas Corp     ATPG      11.875     1.410       5/1/2015
ATP Oil & Gas Corp     ATPG      11.875     0.750       5/1/2015
ATP Oil & Gas Corp     ATPG      11.875     0.750       5/1/2015
Affinion Group
   Holdings Inc        AFFINI    11.625    58.850     11/15/2015
Alion Science &
   Technology Corp     ALISCI    10.250    58.465       2/1/2015
Buffalo Thunder
   Development
   Authority           BUFLO      9.375    29.000     12/15/2014
COX
   Communications Inc  COXENT     4.625    99.875       6/1/2013
Cengage Learning
   Acquisitions Inc    TLACQ     10.500     9.625      1/15/2015
Cengage Learning
   Acquisitions Inc    TLACQ     12.000    12.250      6/30/2019
Cengage Learning
   Acquisitions Inc    TLACQ     10.500     9.625      1/15/2015
Cengage Learning
   Holdco Inc          TLACQ     13.750     7.375      7/15/2015
Champion
   Enterprises Inc     CHB        2.750     0.375      11/1/2037
Citigroup Inc          C          2.970    99.500      5/28/2013
Corrections Corp
   of America          CXW        7.750   103.122       6/1/2017
Delta Air Lines 1993
   Series A1 Pass
   Through Trust       DAL        9.875    20.875      4/30/2049
Downey Financial Corp  DSL        6.500    64.000       7/1/2014
Dynegy Roseton LLC /
   Dynegy Danskammer
   LLC Pass Through
   Trust Series B      DYN        7.670     4.500      11/8/2016
Eastman Kodak Co       EK         7.250    23.375     11/15/2013
Eastman Kodak Co       EK         7.000    21.500       4/1/2017
Eastman Kodak Co       EK         9.200    21.063       6/1/2021
Eastman Kodak Co       EK         9.950    25.560       7/1/2018
FairPoint
   Communications
   Inc/Old             FRP       13.125     1.040       4/2/2018
FairPoint
   Communications
   Inc/Old             FRP       13.125     1.000       4/1/2018
FairPoint
   Communications
   Inc/Old             FRP       13.125     1.000       4/1/2018
Federal Farm
   Credit Banks        FFCB       1.800    99.550      5/29/2019
Federal Home
   Loan Banks          FHLB       0.510    99.530      5/29/2013
FiberTower Corp        FTWR       9.000     6.375       1/1/2016
GMX Resources Inc      GMXR       9.000    22.100       3/2/2018
GMX Resources Inc      GMXR       4.500     6.503       5/1/2015
Geokinetics Holdings
   USA Inc             GEOK       9.750    52.750     12/15/2014
Geokinetics Holdings
   USA Inc             GEOK       9.750    51.750     12/15/2014
HP Enterprise
   Services LLC        HPQ        3.875    96.900      7/15/2023
Hawker Beechcraft
   Acquisition Co LLC
   / Hawker
   Beechcraft Notes    HAWKER     8.500     6.000       4/1/2015
Hawker Beechcraft
   Acquisition Co LLC
   / Hawker
   Beechcraft Notes    HAWKER     8.875     1.875       4/1/2015
Horizon Lines Inc      HRZL       6.000    30.480      4/15/2017
LBI Media Inc          LBIMED     8.500    30.000       8/1/2017
Las Vegas Monorail Co  LASVMC     5.500    20.000      7/15/2019
Lehman Brothers
   Holdings Inc        LEH        1.000    20.000      8/17/2014
Lehman Brothers
   Holdings Inc        LEH        0.250    20.000     12/12/2013
Lehman Brothers
   Holdings Inc        LEH        1.250    20.000       2/6/2014
Lehman Brothers
   Holdings Inc        LEH        1.000    20.000      3/29/2014
Lehman Brothers
   Holdings Inc        LEH        0.250    20.000      1/26/2014
Lehman Brothers
   Holdings Inc        LEH        1.000    20.000      8/17/2014
Mashantucket
   Western Pequot
   Tribe               MASHTU     8.500     7.375     11/15/2015
Mashantucket Western
   Pequot Tribe        MASHTU     8.500     7.375     11/15/2015
Motors Liquidation Co  MTLQQ      7.200     1.250      1/15/2011
Motors Liquidation Co  MTLQQ      6.750     1.250       5/1/2028
Motors Liquidation Co  MTLQQ      7.375     1.250      5/23/2048
OnCure Holdings Inc    ONCJ      11.750    49.750      5/15/2017
Overseas Private
   Investment Corp     OPIC       0.035   100.000     12/15/2030
Overseas Private
   Investment Corp     OPIC       0.035   100.000      6/15/2030
Overseas Shipholding
   Group Inc           OSG        8.750    81.500      12/1/2013
PMI Capital I          PMI        8.309     0.625       2/1/2027
PMI Group Inc/The      PMI        6.000    28.000      9/15/2016
Penson Worldwide Inc   PNSN      12.500    20.875      5/15/2017
Penson Worldwide Inc   PNSN      12.500    20.875      5/15/2017
Platinum Energy
   Solutions Inc       PLATEN    14.250    43.750       3/1/2015
Powerwave Technologies PWAV       1.875     0.500     11/15/2024
RBS Capital Trust I    RBS        4.709    84.700
Residential Capital    RESCAP     6.875    30.500      6/30/2015
SLM Corp               SLMA       0.785    97.506      6/15/2014
Savient
   Pharmaceuticals     SVNT       4.750    15.000       2/1/2018
School Specialty Inc   SCHS       3.750    10.000     11/30/2026
THQ Inc                THQI       5.000    46.250      8/15/2014
TMST Inc               THMR       8.000     8.560      5/15/2013
Terrestar Networks Inc TSTR       6.500    10.000      6/15/2014
Texas Competitive
   Electric Holdings
   Co LLC / TCEH
   Finance Inc         TXU       10.250    14.000      11/1/2015
Texas Competitive
   Electric Holdings
   Co LLC / TCEH
   Finance Inc         TXU       15.000    33.875       4/1/2021
Texas Competitive
   Electric Holdings
   Co LLC / TCEH
   Finance Inc         TXU       10.250    13.875      11/1/2015
Texas Competitive
   Electric Holdings
   Co LLC / TCEH
   Finance Inc         TXU       10.500    12.500      11/1/2016
Texas Competitive
   Electric Holdings
   Co LLC / TCEH
   Finance Inc         TXU       15.000    36.000       4/1/2021
Texas Competitive
   Electric Holdings
   Co LLC / TCEH
   Finance Inc         TXU       10.250    14.000      11/1/2015
Texas Competitive
   Electric Holdings
   Co LLC / TCEH
   Finance Inc         TXU       10.500    12.250      11/1/2016
Texfi Industries       TXFIE      8.750     1.000       8/1/1999
USEC Inc               USU        3.000    20.667      10/1/2014
WCI Communities
   Inc/Old             WCI        4.000     0.375       8/5/2023
WCI Communities
   Inc/Old             WCI        4.000     0.375       8/5/2023
iStar Financial Inc    SFI        8.625    99.713       6/1/2013




                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
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                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
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Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

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