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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

               Tuesday, July 3, 2012, Vol. 16, No. 183

                            Headlines


111 ZUMA: Case Summary & 20 Largest Unsecured Creditors
155 EAST: Won't Pursue Cash Use Motion After Plan Effective Date
62250 CORP: Case Summary & 20 Largest Unsecured Creditors
ALLIED SYSTEMS: Wins Interim Approval of $10MM Yucaipa DIP Loan
ALLIED SYSTEMS: Has Interim Authority to Pay Critical Vendors

ALLSCRIPTS HEALTHCARE: S&P Keeps 'BB+' Corporate Credit Rating
ALROSE KING: Second Amended Reorganization Plan Confirmed
AMERICAN GREETINGS: S&P Affirms 'BB+' Corporate Credit Rating
AS SEEN ON TV: Incurs 8.1 Million Net Loss in Fiscal 2012
ASHAPURA MINECHEM: District Court Affirms Chapter 15 Recognition

BCM ENERGY: Anton & Chia Raises Going Concern Doubt for 2010
BEAU VIEW: U.S. Trustee Seeks to Convert or Dismiss Case
BERNARD L. MADOFF: Judge Shakes Investor Challenge to Tremont Deal
BEST UNION: Case Summary & 18 Largest Unsecured Creditors
BHI INT'L: Court Denies Bid to Consolidate Suit, Lift Stay Motion

BRIGHT BEGINNINGS: Case Summary & 10 Largest Unsecured Creditors
BROOKE CORP: Court Rejects Trust Fund Defense in Avoidance Suit
C & C ORGANIZATION: Case Summary & 20 Largest Unsecured Creditors
CANYON HOLDINGS: Plan Trustee to Close Asset Sale at Lower Price
CARLUBE INC: Case Summary & 15 Largest Unsecured Creditors

CENTRAL FALLS, R.I.: Moody's Reviews 'Caa1' Rating for Upgrade
CLASSROOM CONNECT: Case Moved to Boston From New York
CLEAR CHANNEL: Bank Debt Trades at 21% Off in Secondary Market
CONSTELLATION BRAND: Moody's Affirms 'Ba1' CFR; Outlook Stable
COWBOY CIAO: Case Summary & 19 Largest Unsecured Creditors

CRESTVIEW HOSPITALITY: Case Summary & Creditors List
CW MINING: Utah District Court Dismisses Appeal on Sale Order
DENTON JEWELRY: Case Summary & 19 Largest Unsecured Creditors
DERBY DEVELOPMENT: Court Rejects Claim Buyer's Plan Vote
DEX MEDIA EAST: Bank Debt Trades at 48% Off in Secondary Market

DYNEGY HOLDINGS: Disclosure Filing is Light on Info, Trustee Says
DJ CHRISTIE: Court Won't Reconsider Order Denying Stay Relief
EASTMAN KODAK: Seeks to Auction Imaging Patents in August
EASTMAN KODAK: Gropper Denies Quick Ruling vs. Apple, FlashPoint
EASTMAN KODAK: Laser Pacific to Sell LA Property for $4.9-Mil.

EASTMAN KODAK: Former Employee Opposes Stay Extension
ELPIDA MEMORY: Micron Technology to Acquire Biz for US$2.5-Bil.
EASTMAN KODAK: Shareholders' Bid For Equity Committee Blocked
FINANCIAL GUARANTY: DFS Takes Over Troubled Bond Insurance Unit
FIRSTLIGHT HYDRO: S&P Keeps 'BB-' Rating on $320MM Mortgage Bonds

FLETCHER INTERNATIONAL: Files for Chapter 11 in Manhattan
FLETCHER INTERNATIONAL: Voluntary Chapter 11 Case Summary
GENERAL AUTO: Gets Final Order to Use Cash Collateral
GENERAL AUTO: Wants to Hire Anton Collins as Accountant
HEARTHSTONE HOMES: Court Approves $365,000 Wells Fargo Loan

HEARUSA INC: Suspending Filing of Reports with SEC
HOUMA DOLLAR: Case Summary & 20 Largest Unsecured Creditors
HRK HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
ICON HEALTH: S&P Affirms 'B+' Corp. Credit Rating, Outlook Neg.
INTERNATIONAL WIRE: S&P Raises Corporate Credit Rating to 'B+'

IOWORLDMEDIA INCORPORATED: Posts $192,000 Net Loss in Q1 2012
IOWORLDMEDIA INC: Amends Sept. 30 10-Q in Response to SEC Comments
IPS CORP: S&P Withdraws 'B-' Corporate Credit Rating
JAMMIN JAVA: Posts $894,200 Net Loss in April 30 Quarter
JASPERS ENTERPRISES: Can Employ John Yates as Accountant

JEWISH COMMUNITY: Asks for Court OK to Hire CBRE Inc as Realtor
JOHNS-MANVILLE: Victims Want Travelers to Cover Asbestos Deals
KIRKLAND INVESTMENT: Voluntary Chapter 11 Case Summary
KRONOS WORLDWIDE: S&P Affirms 'BB-' Corporate Credit Rating
LARK ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors

LEXARIA CORP: Posts $232,000 Net Loss in April 30 Quarter
LUCAS ELECTRIC: Meeting to Form Committee Set for July 2
MARITIME'S MARINE: Case Summary & 20 Largest Unsecured Creditors
METHOD ART: Has Court OK to Hire Darby Law as Bankruptcy Counsel
MJO STAFFING: Case Summary & 21 Largest Unsecured Creditors

MML USA: Case Summary & 20 Largest Unsecured Creditors
MORGAN INDUSTRIES: Creditors Win OK for EisnerAmper as Accountant
MORGAN INDUSTRIES: Court OKs GA Keen as Real Estate Advisor
MORGAN INDUSTRIES: Committee Can Hire Lowenstein as Counsel
MOSES LAKE: Case Summary & Largest Unsecured Creditor

MOUNTAIN PROPERTY: Hires James Sullivan as Attorney
NORAM RESOURCES: Court Trims Chapter 7 Trustee's Lawsuit v. Huff
NORTHWEST AIRLINES: Dispute Over Claim Sale Goes to Trial
NXT ENERGY: Reports C$338,000 Net Income in Q1 2012
OILSANDS QUEST: Gets Extension of CCAA Stay Until Aug. 31

OLYMPIC HOLDINGS: Case Summary & 16 Largest Unsecured Creditors
PANDA TEMPLE: S&P Assigns Preliminary 'B+' Rating
PEMCO WORLD: Court OKs Kirkland & Ellis as Corp. & Labor Counsel
PEMCO WORLD: Sun Aviation Gets OK to Hire Cross & Simon as Counsel
PEMCO WORLD: Deloitte Approved as Committee's Financial Advisor

PEMCO WORLD: July 20 Set as General Claims Bar Date
PERIAMA HOLDINGS: Fitch Withdraws 'B' LT Foreign Currency IDR
PETER DEHAAN: Files for Chapter 11 in Oregon
PETER DEHAAN: Case Summary & 20 Largest Unsecured Creditors
PHARMACEUTICAL RESEARCH: Moody's Withdraws 'B2' CFR & 'B3' PDR

PINNACLE AIRLINES: Court Approves NSB as Restructuring Advisor
PRIME GLOBAL: Reports $281,000 Net Income in April 30 Quarter
QUANTITATIVE ALPHA: Posts C$1.02 Million Net Loss in Q1 2012
QUANTUM HOME: Case Summary & 15 Largest Unsecured Creditors
RANCHER ENERGY: Delays Form 10-K for Fiscal 2012

RE LOANS: Taps Gibson Dunn as General Reorganization Counsel
RESIDENTIAL CAPITAL: Wins Nod to Pay Taxes and Fees
REVEL ENTERTAINMENT: Debt Trades at 14% Off in Secondary Market
RICHFIELD OIL: Posts $2.1 Million Net Loss in Q1 2012
RIVER CANYON: Has Final Authorization to Access DIP Financing

ROYAL SEATING: Case Summary & 20 Largest Unsecured Creditors
SALON MEDIA: Incurs $4.1 Million Net Loss in Fiscal 2012
SEP RIVERPARK: Trustee Has OK to Hire Harris & Coffey as Counsel
SHAMROCK-HOSTMARK: Case Summary & Creditors List
SMF ENERGY: Obtains OK to Hire Bayshore as Investment Banker

SMF ENERGY: Bast Amron Tapped to Investigate Potential D&O Claims
SMF ENERGY: Court OKs Shutts & Bowen as Collections Counsel
SMF ENERGY: Hires Stampler Auctions to Sell Florida Assets
SMF ENERGY: Court Approves De La Hoz as Tax Consultants
SMF ENERGY: Ehrenstein Charbonneau Hired as Committee's Counsel

SOUTH LOUISIANA ETHANOL: CHS Lawsuit Survives Motion to Dismiss
SPANISH VILLA: Voluntary Chapter 11 Case Summary
SPIRIT AEROSYSTEMS: S&P Affirms 'BB' Corporate Credit Rating
STAFFORD RHODES: Case Summary & 19 Largest Unsecured Creditors
STAR WEST: S&P Cuts Rating to 'B+' on Higher Refinancing Risk

STOCKTON, CA: City's Voluntary Chapter 9 Case Summary
STOCKTON, CA: Fitch Maintains 'BB+' Rating After Bankruptcy
STRATUS MEDIA: Jerry Rubinstein Elected Chairman and CEO
STREAM COMMUNICATIONS: Posts $5.55 Million Net Loss in 2011
SUPERMEDIA INC: Amendments to Health & Welfare Plans Approved

SUPERNUS PHARMACEUTICALS: Posts $9.28 Million Net Loss in Q1 2012
SUSTAINABLE ENVIRONMENTAL: Posts $2MM Net Income in Fiscal 2012
SWIPE-N-SHINE: Utah Court Confirms Chapter 11 Plan
SWAGAT HOTELS: Case Summary & 6 Largest Unsecured Creditors
SWAN ORGANIZATION: Case Summary & 8 Largest Unsecured Creditors

SZYBKO CO: Case Summary & 3 Largest Unsecured Creditors
TAYLOR BEAN: Court Dismisses Molina Suit for Lack of Standing
TRI-STATE ETHANOL: So. Dakota Upholds Forum-Selection Clause
TRIBUNE CO: Bank Debt Trades at 35% Off in Secondary Market
TRILLIUM CIRCLE: Files for Chapter 11 in Detroit

TRILLIUM CIRCLE: Case Summary & 3 Largest Unsecured Creditors
TROPICANA ENT: OpCo'S Post-Confirmation Report for Q4 2011
TROPICANA ENT: OpCo'S Post-Confirmation Report for Q1 2012
TXU CORP: Bank Debt Trades at 38% Off in Secondary Market
U.S. STEEL: S&P Alters Outlook to Negative; Affirms 'BB' CCR

UNION INVESTMENT: Case Summary & 13 Largest Unsecured Creditors
VB HOSPITALITY: Case Summary & 13 Largest Unsecured Creditors
VISION INDUSTRIES: Posts $1.399 Net Loss in Q1 2012
VQ LLC: Voluntary Chapter 11 Case Summary
W&T OFFSHORE: Moody's Raises Corp. Family Rating to 'B2'

WAPEHANI HILLS: Case Summary & 9 Largest Unsecured Creditors
WPCS INTERNATIONAL: Fails to Comply with $1 Bid Price Rule
WILLIAM LYON: Buys 165-Acre Property for $21.5 Million
XZERES CORP: Silberstein Ungar Raises Going Concern Doubt

* Moody's Says High Fuel Costs Limit Airline Sector's Profit
* Moody's Says N.A. Manufacturers Likely to See Slower Growth

* Large Companies With Insolvent Balance Sheets

                            *********


111 ZUMA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 111 Zuma Corporation
        dba City Group
            Center Point
            Imperial Square
        235 E. Brodway, Suite 711
        Long Beach, CA 90802

Bankruptcy Case No.: 12-32722

Chapter 11 Petition Date: June 29, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: David R. Haberbush, Esq.
                  HABERBUSH & ASSOCIATES, LLP
                  444 W. Ocean Boulevard, Suite 1400
                  Long Beach, CA 90802
                  Tel: (562) 435-3456
                  Fax: (562) 435-6335
                  E-mail: dhaberbush@lbinsolvency.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-32722.pdf

The petition was signed by Rob Frontiera, president.


155 EAST: Won't Pursue Cash Use Motion After Plan Effective Date
----------------------------------------------------------------
155 East Tropicana, LLC, has filed a notice with the Bankruptcy
Court vacating its cash collateral motion as a result of the
occurrence of the effective date under its first amended joint
plan of reorganization.

155 East Tropicana's plan was declared effective on March 30,
2012.

As reported in the Troubled Company Reporter on Feb. 13, 2012,
the Bankruptcy Court approved a third stipulation continuing until
April 27, 2012, at 9:30 a.m., the hearing to consider 155 East
Tropicana, LLC, et al.'s motion to use cash collateral.  The
hearing was previously scheduled for Jan. 25, at 9:30 a.m.

The Court also ordered that the deadline to file written
opposition to final relief in the cash collateral motion will be
continued to April 13, and the deadline to file and serve any
replies to the oppositions will be continued to April 20.

The stipulation was entered among 155 East Tropicana, LLC, and 155
East Tropicana Finance Corp., Canpartners Realty Holding Company
IV LLC, as agent, credit facility lender and holder of senior
secured notes, and U.S. Bank National Association, in its capacity
as trustee.

As reported in the Troubled Company Reporter on March 7, 2012, the
Debtor won permission to exit bankruptcy under a Chapter 11 plan
that provided for the sale of the Las Vegas property.  The
bankruptcy judge approved the sale of 155 East's Hooters Casino
Hotel in Las Vegas to secured creditor Canpartners.  Completion of
the sale required approval of the reorganization plan at the
confirmation hearing.

Canpartners owns 98.4% of the $130 million in 8.75% second-lien
senior secured notes.  It would acquire the property in exchange
for $45 million of the notes and the assumption of $15 million in
financing for the bankruptcy.

To fund the plan, Canpartners allowed the casino to retain $10.6
million cash to cover professional costs and full payment on $3.35
million in secured notes owned by third parties.  Unsecured
creditors with about $265,000 in claims were to be paid in
full.  The first-lien credit facility, with about $14.5 million
outstanding, would be assumed by the new owners.  Wells Fargo
Capital Finance Inc. is agent for holders of first-lien debt.

                     About 155 East Tropicana

155 East Tropicana LLC owns the world's first Hooters Casino
Hotel, a 696-room and 4-suite hotel located one block from the Las
Vegas Strip and across Tropicana Blvd. from MGM Grand.

155 East Tropicana, along with an affiliate, sought Chapter 11
protection (Bankr. D. Nev. Case No. 11-22216) on Aug. 1, 2011.
155 East sought bankruptcy protection to stop a scheduled Aug. 8
foreclosure of the second-lien debt.  The two secured credit
facilities were accelerated early this year.

Gerald M. Gordon, Esq., and Brigid M. Higgins, Esq., at Gordon
Silver, in Las Vegas, Nevada, serve as counsel to the Debtors.
Garden City Group, Inc., is the claims agent.  William G. Kimmel &
Associates has been hired to provide an appraisal of the Debtors'
casino hotel/property.  Alvarez & Marsal serves as financial and
restructuring advisor.  Innovation Capital LLC serves as financial
advisor for capital raising transactions and M&A transactions.


62250 CORP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 62250 Corp.
        dba Conch Key Cottages
        12000 Biscayne Blvd., # 511
        Miami, FL 33181

Bankruptcy Case No.: 12-26108

Chapter 11 Petition Date: June 29, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Geoffrey S. Aaronson, Esq.
                  AARONSON SCHANTZ P.A.
                  100 SE 2nd Ave. # 2700
                  Miami, FL 33131
                  Tel: (786) 594-3000
                  E-mail: gaaronson@aspalaw.com

Scheduled Assets: $5,016,782

Scheduled Liabilities: $6,251,558

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/flsb12-26108.pdf

The petition was signed by Rebecca Nachlas, president.


ALLIED SYSTEMS: Wins Interim Approval of $10MM Yucaipa DIP Loan
---------------------------------------------------------------
Judge Christopher S. Sontchi of U.S. Bankruptcy Court for the
District of Delaware authorized Allied Systems Holdings Inc. and
its affiliates, on an interim basis, to access up to $10 million
in loans from Yucaipa American Alliace Fund II L.P. and Yucaipa
American Alliance (Parallel) Fund II L.P.  Both entities are
affiliates of the controlling shareholder, Yucaipa Cos.

To secure the DIP loan, the DIP lender is granted postpetition
leins on all prepetition collateral of the Debtors.

The final hearing on the motion is set on July 12, 2012, at 11:00
a.m.

The DIP loans will be used to, among other things, pay payroll-
related expenses.  The Debtors have separately sought court
permission to pay $600,000 in payroll obligations.  Christopher M.
Samis, Esq., at Richards Layton & Finger P.A., said in court
filings that on June 8, 2012, Allied and its affiliates issued
wage checks to their employees.  Because many have the Debtors'
employees 'had not yet cashed their wage checks as of the
Voluntary Petition Date, a significant number of wage checks are
in float, and the Debtors are concerned that if their employees
attempt to cash the wage checks prior to the First Day Hearing,
they will not be honored.  In addition to the wage checks, three
are also checks in float on account of Driver Drafts for payment
advances, tolls, fines and reimbursement of driver expenses.  If
the Employee Checks are not honored when the Debtors' employees
present them for payment, it could cause irreparable damage to
employee morale and even lead to employee attrition to the
detriment of the Debtors' estates and their stakeholders.

                       About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.


ALLIED SYSTEMS: Has Interim Authority to Pay Critical Vendors
-------------------------------------------------------------
Judge Christopher Sontchi has authorized Allied Systems Holdings,
Inc., and its affiliates, on an interim basis, to pay certain
prepetition claims of Critical Vendors in the ordinary course of
business as such claims come due, up to $500,000.  The Debtors
earlier asked the Bankruptcy Court for permission to pay certain
pre-petition claims of Critical Vendors up to $1,100,000 on a
final basis.

The final hearing on the motion to pay critical vendors is set on
July 12, 2012, at 11:00 a.m.

In its day-to-day operations, the Debtors rely heavily on several
suppliers and service providers to ensure their businesses run
smoothly and efficiently, including without limitation: (a) fuel
providers; (b) parts suppliers; and (c) certain service providers.
The Debtors believe the goods and services supplied by these
Critical Vendors are essential to its operations in that its
businesses could not continue to operate without access to them.
Not only does non-payment of the pre-petition claims of the
Critical Vendors create a significant risk of disruption to the
Debtors' operations, but the Debtors anticipate that they would be
unable to continue to transact with many of the Critical Vendors
without payment of such vendors' pre-petition claims.

The Debtors, with the assistance of their advisors, have spent
significant time reviewing and analyzing their books and records
to identify certain critical business relationships and/or
suppliers of goods and services the loss of which could
immediately and irreparably harm their businesses, reduce their
enterprise value and/or significantly impair their going-concern
viability.

The Critical Vendors constitute a small portion of the Debtors'
trade vendors by both number and dollar amount.  Specifically, the
prepetition trade amount owed to Critical Vendors represents
approximately 8.6% of the Debtors' total prepetition trade
obligations of approximately $12,700,000.  Moreover, the Debtors
estimate that, as of the Petition Date, they owe the Critical
Vendors approximately $825,000 in the aggregate for goods received
by the Debtors within 20 days of the Petition Date (approximately
70% of the prepetition Critical Vendor Claims), which amounts will
be entitled to administrative priority under section 503(b)(9) of
the Bankruptcy Code.

The Critical Vendors include "single source" providers for parts
and services.  For example, the Debtors' own approximately 2,400
Rigs.  Many, if not all, of the repair and maintenance parts for
the Rigs are available from only two sources.  Without access to
these parts, the Debtors' entire enterprise would systematically
shut down, irreparably harming the Debtors' relationships with
their key customers and diminishing the value of their bankruptcy
estates.  The Debtors estimate the portion of the Critical Vendor
Claims attributable to these two vendors is approximately $20,000.

The Debtors rely upon certain third parties, including lodging,
security, and tollway authorities.  The Debtors estimate the
portion of the Critical Vendor Claims attributable these service
providers is approximately $65,000.

Finally, the Debtors obtain truck fuel from approximately seven
providers.  A number of these providers require the Debtors to
pre-pay for fuel.  However, the Debtors are currently able to
obtain fuel from approximately two providers on five-day terms.
The Debtors estimate the portion of the Critical Vendor Claims
attributable these fuel vendors is approximately $20,000.

                        About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.


ALLSCRIPTS HEALTHCARE: S&P Keeps 'BB+' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' rating to
Chicago-based Allscripts Healthcare Solutions Inc.'s $150 million
incremental term loan due 2016. "The rating is two notches above
our corporate credit rating on the company. The recovery rating is
'1', indicating very high (90%-100%) recovery in the event of a
payment default. We believe Allscripts has sufficient capacity
within its existing rating to accommodate the new debt," S&P said.

"Our 'BB+' corporate credit on Allscripts remains unchanged, as
does the negative outlook, which reflects potential downside
volatility in near-term operating results given senior management
and board turnover. The ratings on Allscripts reflect our
expectation that the company will maintain its 'fair' business
risk profile and 'intermediate' financial risk profile, despite
recent significant management and board turnover, highly
competitive market conditions, and evolving growth strategies. We
believe that the company will continue to generate positive cash
flow and that liquidity will not be compromised by the increased
emphasis on shareholder returns," S&P said.

"The company used the incremental term loan to partially refinance
the $175 million outstanding under the existing revolving credit
facility, which, in turn, was drawn for share repurchases during
the current quarter. Pro forma adjusted leverage increased to 1.7x
from 1.2x as a result, but is within the mid-2x adjusted leverage
range consistent with the current rating. While Standard & Poor's
believes that the company may pursue additional share repurchases
over time, we expect Allscripts to maintain its financial profile
in line with the current rating," S&P said.

RATINGS LIST

Allscripts Healthcare Solutions Inc.
Corporate Credit Rating              BB+/Negative/--

New Ratings

Allscripts Healthcare Solutions Inc.
$150 mil incremntl term ln due 2016  BBB
   Recovery Rating                    1


ALROSE KING: Second Amended Reorganization Plan Confirmed
---------------------------------------------------------
Judge Dorothy Eisenberg of the U.S. Bankruptcy Court for the
Eastern District of New York confirmed the second amended Chapter
11 plan filed by Alrose King David LLC dated March 23, 2012.

As reported in the Troubled Company Reporter on March 9, 2012,
Alrose King David LLC filed a First Amended Disclosure Statement
in support of its Second Amended Chapter 11 plan of Reorganization
dated Feb. 15, 2012.

The Debtor engaged in extensive discussions and negotiations with
Brooklyn Federal Savings Bank (BFSB) and explored a variety of
potential restructuring alternatives.  The discussions and
negotiations have ultimately resulted in a manner of treatment
under the Plan for the BFSB Secured Claim.  BFSB, who is the
Debtor's pre-petition secured lender, will have an Allowed Claim
amount of $38,212,800.61 that is not subject to avoidance, setoff,
subordination, any defenses, counterclaims, or any other reduction
of any kind, under the Plan.

The Plan calls for the BFSB Secured Claim to be treated through:

    (1) an Amended, Restated and Consolidated Note in the
        principal amount of $24,000,000 and an Amended, Restated
        and Consolidated Mortgage, both of which are to be
        executed and delivered by the Debtor or the Reorganized
        Debtor's, as applicable, to BFSB, and

    (2) a Deficiency Claim in favor of BFSB in the Allowed amount
        of $14,212,800.61.

Distributions to general unsecured creditors will be made from a
distribution fund designated for Holders of Allowed General
Unsecured Claims, including BFSB on account of the BFSB Deficiency
Claim, and will be the only source of funds for these Holders
under the Plan.  The maximum aggregate funds contributed to the
GUC Distribution Fund pursuant to the Plan will not exceed the
lesser of (1) $2,000,000 and (2) the amount necessary to pay, in
the aggregate, (x) 100% of the Allowed General Unsecured Claims,
excluding the BFSB Deficiency Claim, (y) 100% of the Allowed
Professional Fee Claims of the Committee, and (z) 100% of the
reasonable fees and expenses incurred by the Plan Administrator
who will be appointed by the Reorganized Debtor and who will be
granted the authority and charged with the responsibility of
implementing the Plan in a manner consistent with the terms and
conditions of the Plan.  For purposes of the Plan, and subject to
the occurrence of the Effective Date, BFSB will waive its
entitlement, on account of the BFSB Deficiency Claim, to its Pro
Rata share in the proceeds of the GUC Distribution Fund.  The
waiver by BFSB of proceeds of the GUC Distribution Fund is without
prejudice to BFSB to exercise its right to vote to accept or
reject the Plan as a Holder of an Allowed General Unsecured Claim.

A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/ALROSE_KING_ds_1stamended.pdf

                         About Alrose King

Alrose King David LLC is a special entity established by the
Alrose Group to own the 143-room, beachfront hotel property called
the Allegria Hotel & Spa in Long Beach, Long Island.

Alrose King David filed for Chapter 11 bankruptcy protection
(Bankr. E.D.N.Y. Case No. 11-75361) in Brooklyn on July 28, 2011.
Judge Dorothy Eisenberg presides over the case.  Patrick
T. Collins, Esq., at Farrell Fritz, P.C., serves as bankruptcy
counsel.  The petition was signed by Allen Rosenberg, managing
member.

In its schedules, the Debtor disclosed $25.0 million in assets and
$38.6 million in liabilities as of the Petition Date.

The Official Consolidated Committee of Unsecured Creditors has
tapped Lamonica Herbst & Maniscalso LLP as attorneys.


AMERICAN GREETINGS: S&P Affirms 'BB+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Cleveland, Ohio-based American Greetings Corp. to stable from
positive.

"At the same time, we affirmed all our ratings on the company,
including the 'BB+' corporate credit rating," S&P said.

"In addition, we affirmed the 'BBB' issue-level rating on the
company's $400 million senior secured revolving credit facility
due 2017.  The recovery rating remains '1', indicating our
expectations of very high (90%-100%) recovery in
the event of a payment default.  We also affirmed the 'BB+' issue-
level rating on the 7.375% senior unsecured notes due 2021. The
recovery rating remains '4', indicating our expectations of
average (30%-50%) recovery in the event of a payment default," S&P
said.

"The outlook revision reflects out view that credit measures will
weaken following the acquisition of Clinton Cards PLC," said
Standard & Poor's credit analyst Stephanie Harter.  "The
acquisition will add additional operating leases given the
increased retail component, and as the company continues to invest
in information systems upgrades and a new world headquarters.

Furthermore, margins have declined because of American Greetings'
further penetration into the lower margin value channel."

About $330 million of total debt was outstanding on Feb. 29, 2012,
at American Greetings.  "We estimate the company will assume
approximately $185 million of additional operating lease
obligations following the acquisition of Clinton," S&P said.

The ratings on American Greetings reflect the company's
"intermediate" financial risk profile and "fair" business risk
profile.  "Key credit factors in our business risk assessment
include the company's good market position, yet narrow product
focus within the mature, low-growth, traditional greeting card
industry.  This industry has struggled with the proliferation of
e-cards as a substitute for more traditional paper-based cards,
and the increase in demand for lower-margin "value" cards.  We
believe e-cards will continue to be an alternative to traditional
greeting cards," S&P said.

"We could lower the rating if the company adopts more aggressive
financial policies, including any material debt-financed share
repurchases or acquisitions; if cash flow does not improve; and/or
if leverage were to increase well over 3x, possibly from continued
margin erosion and increased debt levels.  We currently estimate
that EBITDA would only need to decline more than 5% for this to
occur, assuming fiscal year-end 2012 debt levels adjusted for
Clinton operating leases," S&P said.

"We could raise the rating if the company can stabilize its EBITDA
margins and reduce working capital levels while maintaining strong
liquidity and a ratio of FFO to total debt of greater than 40%,"
S&P said.


AS SEEN ON TV: Incurs 8.1 Million Net Loss in Fiscal 2012
---------------------------------------------------------
As Seen On TV, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$8.07 million on $8.16 million of revenue for the year ended
March 31, 2012, compared with a net loss of $6.97 million on
$1.35 million of revenue during the prior fiscal year.

The Company's balance sheet at March 31, 2012, showed $9.78
million in total assets, $27.05 million in total liabilities, all
current, and a $17.26 million total stockholders' deficiency.

EisnerAmper LLP, in Edison, New Jersey, did not issue a "going
concern" qualification on the consolidated financial statements
for the fiscal year ended March 31, 2012.  In the auditors' report
accompanying the financial statements for year ended March 31,
2011, EisnerAmper expressed substantial doubt about the Company's
ability to continue as a going concern citing recurring losses
from operations and negative cash flows from operations.

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

                        http://is.gd/iNGYTt

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.


ASHAPURA MINECHEM: District Court Affirms Chapter 15 Recognition
----------------------------------------------------------------
District Judge Shira A. Scheindlin in New York affirmed a bench
decision of the Bankruptcy Court for the Southern District of New
York granting Ashapura Minechem Ltd.'s petition for recognition as
a foreign main proceeding of an insolvency proceeding voluntarily
commenced in India by Ashapura.

Armada (Singapore) Pte Ltd. took an appeal from the bench
decision, contending that Ashapura has not carried the burden of
proving several of the requirement of 11 U.S.C. section 101(23).
Armada claims that Ashapura failed to demonstrate that (1) the
company's rehabilitation proceedings in India under The Sick
Industrial Companies Act of 1985 was collective in nature, (2)
Ashapura's assets and affairs were subject to the control or
supervision of India's Board for Industrial and Financial
Reconstruction, and (3) Ashapura's SICA filing is a proceeding
under a law related to insolvency.  Armada also contends that
recognizing the BIFR proceeding violates public policy.

The District Court disagrees.

The case before the District Court is, ARMADA (SINGAPORE) PTE LTD,
Appellant, v. CHETAN SHAH, in his Capacity as the Foreign
Representative of ASHAPURA MINECHEM LTD, Appellee, No. 12 Civ. 257
(S.D.N.Y.).  A copy of the District Court's June 28, 2012 Opinion
and Order is available at http://is.gd/ABzmt1from Leagle.com.

In November 2011, Ashapura Minechem won Chapter 15 protection but
not after receiving a dressing down from Bankruptcy Judge James M.
Peck for "a strategic error of colossal portions.  Judge Peck said
the Chapter 15 filing was the "latest example" of "coordinated
efforts" by the company and its managing directors indicating that
they "are not acting in good faith."

The shippers who won the judgments and opposed Chapter 15 relief
are Armada (Singapore) Pte Ltd. and Eitzen Bulk A/S.

Robert K. Gross, Esq., Alan Van Praag, Esq., and Edward W. Floyd,
Esq., at Eaton & Van Winkle LLP, in New York, argue for Armada.

                          About Ashapura

Ashapura Minechem Ltd. is an industrial company incorporated
under the provisions of the Companies Act 1956, having its
registered office in Mumbai, India.  It is listed with the Bombay
Stock Exchange and National Stock Exchange of India, Ltd.  It is
engaged in the business of mining, processing and trading
minerals and ores, namely: Bentonite, a versatile clay having
applications in foundries, iron ore pellatization, oil well
drilling and civil engineering; Bauxite, the principal ore used
for manufacturing alumina which is in turn used to produce
Aluminum metal; Barytes, a clay with high specific gravity and is
mainly used in oil well drilling; Iron ore, the principal ore for
manufacturing steel.

Ashapura is also engaged in the manufacturing of value added
Bentonite for advanced applications for usage in paper, cosmetic
and edible oil industries.  The company also offers to arrange
for logistical support for transportation and shipping of
minerals which it sells to its customers.

Chetan Shah, as foreign representative of Ashapura, filed a
petition for protection under Chapter 15 of the U.S. Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 11-14668) on Oct. 4, 2011.
Attorney for the foreign representative is Ira A. Reid, Esq., at
Baker & McKenzie LLP.  The Chapter 15 petition estimated the
Debtor's assets and debts to be between $100 million and
$500 million.  It owes $70.1 million to secured lenders.
Unsecured claims, not including the arbitration awards, total
$29 million.


BCM ENERGY: Anton & Chia Raises Going Concern Doubt for 2010
------------------------------------------------------------
BCM Energy Partners, Inc., filed its annual report on Form 10-K
for the fiscal year ended Dec. 31, 2010.

Anton & Chia, LLP, in Newport Beach, California, expressed
substantial doubt about BCM Energy's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced recurring operating losses and negative operating
cash flows since inception.

The Company reported a net loss of $129,470 on $292,184 of
revenues for 2010, compared with a net loss of $1,203 on $0
revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $2,224,014 in
total assets, $2,610,874 in total liabilities, and a stockholders'
deficit of $386,860.

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

                        http://is.gd/His1ry

New Orleans, La.-based BCM Energy Partners, Inc., is an
acquisition and development company focused on distressed or "off-
the-radar" oil and gas assets in known reservoirs, consisting of
producing and shut-in reserves with significant in-field
potential.  The Company is currently focused on oil assets in
Louisiana and Texas with plans to expand nationwide through joint
ventures and strategic partnerships.  As of Dec. 31, 2010, the
Company owned one hundred percent (100%) of the working interests
in one producing oil and gas property, University Field, located
in Baton Rouge, Louisiana.


BEAU VIEW: U.S. Trustee Seeks to Convert or Dismiss Case
--------------------------------------------------------
Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
asks permission from the U.S. Bankruptcy Court to covert or
dismiss the bankruptcy case of Beau View of Biloxi, LLC.

The U.S. Trustee says the Debtor has filed no Monthly Operating
Reports since the petition date.

On March 23, 2012, the Court entered an Agreed Scheduling Order
that requires the Debtor timely file MORs until the case is
converted, dismissed or closed.  The Agreed Scheduling Order also
requires the Debtor to file a disclosure statement and confirmable
plan of reorganization on or before May 25, 2012.  No disclosure
statement or plan has been filed.

                   About Beau View of Biloxi

Beau View of Biloxi, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Miss. Case No. 12-50141) on Jan. 26, 2012.  The
Mandeville, Louisiana-based debtor disclosed that it is a Single
Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B) with
assets and debts of $10 million to $50 million.  Judge Katharine
M. Samson presides over the case.  J. Walter Newman, IV, Esq., at
Newman & Newman, serves as the Debtor's counsel.  The petition was
signed by Richard L. Landry, III, designated representative.


BERNARD L. MADOFF: Judge Shakes Investor Challenge to Tremont Deal
------------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that a New York
federal judge on Wednesday threw out an investor challenge to the
$1 billion settlement between Bernard L. Madoff's liquidation
trustee and feeder fund operator Tremont Group Holdings Inc.,
saying the investors are not directly affected by the deal.

Bankruptcy Law360 relates that the investors, which included
Phoenix Lake Partners LP, had filed in October an appeal to the
settlement that resolved trustee Irving H. Picard's allegations
that Tremont and its funds funneled billions into Madoff's massive
Ponzi scheme.

                     About Bernard L. Madoff

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

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

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

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

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

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BEST UNION: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The Best Union LLC
        2934 E. Garvey Avenue, Suite 270B
        West Covina, CA 91791

Bankruptcy Case No.: 12-32503

Chapter 11 Petition Date: June 28, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Peter Carroll

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

Debtor's Counsel: Mufthiha Sabaratnam, Esq.
                  SABARATNAM AND ASSOCIATES
                  11601 Wilshire Boulevard, Suite 500
                  Los Angeles, CA 90025
                  Tel: (310) 575-4893
                  Fax: (213) 403-6230
                  E-mail: pke115mfs@yahoo.com

Scheduled Assets: $11,431,364

Scheduled Liabilities: $9,195,179

The petition was signed by James Lee, manager.

Debtor's List of Its 18 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Dana Butcher Associates            --                         $700
1690 West Shaw Avenue, #220
Fresno, CA 93711

Steelscapes Landscape Services     --                         $586
4363 N. Valentino Avenue
Fresno, CA 93722

Vivitar Security Systems           --                         $300
2441 W. 205th Street, #C-105
Torrance, CA 90501

Robert Chang Accountancy Corp.     --                         $200

Kwik Klean                         --                         $150

AT&T                               --                         $100

Clean Tech Services                --                          $50

San Joaquin Pest Control Inc.      --                          $50

Bank of China                      --                           $0

Bank of China                      --                           $0

Bank of China                      --                           $0

SPCP Group V, LLC                  --                           $0

Employment Development Dept.       --                           $0

Internal Revenue Service           --                           $0

Franchise Tax Board                --                           $0

Citywide Maintenance Co.           --                           $0

Commercial Neon, Inc.              --                           $0

Bank of China                      --                           $0


BHI INT'L: Court Denies Bid to Consolidate Suit, Lift Stay Motion
-----------------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., denied the request of BHI
International, Inc., to consolidate its adversary proceeding
against two creditors for breach of contract, with one of those
creditors' motion for relief from the automatic stay and with the
Debtor's objections to those creditors' proofs of claim.
According to Judge Teel, because the adversary proceeding will
require a plenary, not a summary, determination of the parties'
rights, it is inappropriate to consolidate the adversary
proceeding and the motion for relief from the automatic stay.  The
judge also said it is easier to defer any hearing on the
objections to claims, to let the adversary proceeding play out,
and then enter an order as to the claims that is consistent with
the outcome of the adversary proceeding.  There is no need for a
formal consolidation of the matters.

The adversary proceeding is BHI INTERNATIONAL, INC., Plaintiff, v.
HORIZON HILL JEFFERSON CONDOMINIUM, LLC, et al., Defendants, Adv.
Proc. No. 12-10027 (Bankr. D. D.C.).

A copy of the Court's June 27, 2012 Memorandum Decision and Order
is available at http://is.gd/HQhzwqfrom Leagle.com.

BHI International, Inc., in Washington, DC, filed for Chapter 11
bankruptcy (Bankr. D. D.C. Case No. 12-00039) on Jan. 24, 2012.
The Law Offices of William C. Johnson, Jr., Esq., serves as the
Debtor's counsel.  The Debtor scheduled assets of $5,006,200 and
liabilities of $2,428,900.  The Company's list of its four largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/dcb12-00039.pdf The petition was
signed by Jason Saunders, president.


BRIGHT BEGINNINGS: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Bright Beginnings Ormond, LLC
        499 S. Nova Road
        Ormond Beach, FL 32174

Bankruptcy Case No.: 12-08947

Chapter 11 Petition Date: June 29, 2012

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

Debtor's Counsel: Scott W. Spradley, Esq.
                  LAW OFFICES OF SCOTT W. SPRADLEY, P.A.
                  P.O. Box 1
                  109 South 5th Street
                  Flagler Beach, FL 32136
                  Tel: (386) 693-4935
                  Fax: (386) 693-4937
                  E-mail: scott.spradley@flaglerbeachlaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 10 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-08947.pdf

The petition was signed by Carli D. Lucia.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Bright Beginnings Academy, LLC        12-8945             06/29/12


BROOKE CORP: Court Rejects Trust Fund Defense in Avoidance Suit
---------------------------------------------------------------
Bankruptcy Judge Dale L. Somers denied the requests of numerous
insurance companies that were named as defendants in several
materially identical adversary complaints filed by the Chapter 7
Trustee of Brooke Corporation, Brooke Capital Corporation, and
Brooke Investments, Inc.  The Chapter 7 Trustee seeks to avoid and
recover for the benefit of the Debtors' bankruptcy estates
transfers made in payment of insurance premiums on policies
written by agents of the Brooke family of companies.  The
Defendants contend that as a matter of law, the Chapter 7 Trustee
cannot prevail since the funds transferred by the Debtors to them
were subject to statutory trusts and were not property in which
the Debtors had an interest.

The Chapter 7 Trustee alleges that during the four-year period
prior to the Debtors' bankruptcy filings, transfers were made to
the Defendants for the payment of premiums from the accounts of
Brooke Capital, property in which the Debtors had an interest.
That interest is alleged to have arisen from Brooke Capital's
control of the accounts, the commingling of premium deposits with
other funds of the Debtors, and the Debtors' use of their own
funds to pay premiums on behalf of some agents.  It is alleged
that these transfers were not for or on account of a debt of
Brooke Capital, since it was not obligated to remit premiums to
the insurance companies, and Brooke Capital therefore did not
receive reasonably equivalent value for the transfers.  As an
alternative to the fraudulent transfer claims, the Trustee seeks
to avoid payments made within 90 days prepetition as preferential
transfers.  The Trustee alleges that if Brooke Capital had an
obligation to transfer the funds to the Defendants (because when
the premium payments from the Brooke agents were commingled with
Brooke assets, the Defendants became unsecured creditors of the
Debtors), the transfers were on account of antecedent debts.  In
addition to avoidance of the transfers, the Trustee also seeks to
recover the transfers and to disallow proofs of claim filed by the
Defendants.

The Defendants argue that the Debtors had no interest in the
property transferred as premium payments.  They allege the
premiums remained property of the Defendants' policyholders, and
Brooke held the premium payments in trust for the benefit of the
Defendants.  This defense relies upon fundamental principles of
avoidance law under the Bankruptcy Code, and upon state law that
deems insurance premiums collected by insurance agents to be held
in trust.

Section 548(a)(1), the fraudulent transfer section of the
Bankruptcy Code, provides for the avoidance of a transfer "of an
interest of the debtor in property."  Likewise, Sec. 547(b),
addressing preferential transfers, provides for the avoidance of a
transfer "of an interest of the debtor in property."  But Sec.
541(d) excludes from the estate any property in which the debtor
has no equitable interest, which includes property held in trust.
A Kansas statute, K.S.A. 2011 Supp. 40-247, provides that an
insurance agent receiving any money or property as a premium for a
contract of insurance is deemed to hold such property in trust.
Therefore, since Kansas law deems collected premiums to be held in
trust and Brooke Capital's transfers to the Defendants were for
payment of insurance premiums owed by the policy holders, the
transfers were of trust property in which the Debtors had no
interest.

According to the Defendants, based upon Begier v. Internal Revenue
Service, a Supreme Court case addressing trust-fund taxes, Brooke
Capital's payment of premiums to the Defendants identified the
funds transferred as trust funds, without the necessity of
tracing.  The Defendants submit that because the transfers were of
trust funds, the claims for fraudulent conveyances and
preferential transfers fail to state claims upon which relief can
be granted, the related claims for turnover of the avoided
transfers must be dismissed, and the claims for disallowance of
proofs of claim should be dismissed as moot.

The Chapter 7 Trustee responds that tracing would be required to
establish that the funds transferred to the insurers prepetition
were subject to a statutory trust and thereby excluded from the
Debtors' property interests.

According to the Bankruptcy Court, contrary to the Defendants'
suggestion, Begier does not stand for the general proposition that
for statutory trusts, identification to the purpose of the trust
by payment is a substitute for tracing.  The Supreme Court's
rationale for this minimal nexus was legislative history
supporting the view that Congress intended to protect the
prepetition payment of trust-fund taxes from avoidance actions.
There is no such history for K.S.A. 2011 Supp. 40-257.

The Bankruptcy Court also held that, to apply the Begier nexus
test in the Brooke case would be contrary to the central
bankruptcy policy of equality of distribution to creditors, which
is facilitated by the preference and fraudulent transfer
provisions of the Code.  For example, assume that shortly before
filing, Brooke agents had collected $10,000 in premiums from
policyholders for each of 50 insurance companies, that the
$500,000 of premiums had been transferred to Brooke Capital and
commingled with Brooke's operating funds from other sources, that
several of the insurance company creditors had been owed past-due
premiums in an amount in excess of $500,000 each, and that Brooke
Capital had paid one of those companies $300,000 and had paid its
trade creditors the remaining funds.  If the Chapter 7 Trustee
brought a preference action against the recipient of the $300,000
and the Defendants' theory prevailed, the transferee insurance
company could successfully defend the action by claiming that the
funds transferred had been trust funds because of the nexus
created by the act of paying premiums that had been due.  The
Trustee would be thwarted in efforts to recover a preferential
payment which clearly preferred one insurance company creditor
over others.

In addition, the Bankruptcy Court held that, requiring tracing to
identify the res of a statutory trust of insurance premiums is
consistent with the wording of the Kansas statute.  K.S.A. 2011
Supp. 40-247(a) defines the trust res to be the specific "money or
substitute for money" collected by the agent or broker.  Although
K.S.A. 2011 Supp. 40-247 and its predecessors have been construed
primarily in criminal litigation, there is one garnishment case in
which tracing was used to identify the trust property.

The Bankruptcy Court also noted that in the case, Meixner v.
Heusser, Meixner, a judgment creditor of Heusser, an insurance
agent, attached Heusser's bank account.  An unpaid insurer
intervened.  The trial court discharged the garnishment based upon
evidence that the monies in the account were insurance premiums
collected by Heusser, but not yet remitted to the insurance
company.  Although the specific method of tracing was not
discussed, the Kansas Supreme Court affirmed, finding the evidence
sufficient "to show that the sum in the bank account at the time
of the garnishment was made up of insurance premiums collected,
was in fact a trust fund, within the meaning of the statute,. . .
and within the meaning of the agency contract, and did in fact
belong to the interpleading insurer."

The Bankruptcy Court also noted that District Judge Lungstrom
issued a Memorandum and Order addressing the trust fund defense in
Redmond v. Progressive Corporation, a Brooke adversary proceeding
substantially identical to these cases, but for which reference
was withdrawn from the Bankruptcy Court.  Judge Lungstom rejected
the defense.

The cases are, CHRISTOPHER J. REDMOND, Chapter 7 Trustee of Brooke
Corporation, Brooke Capital Corporation, and Brooke Investments,
Inc., Plaintiff, v. Hull & Co., Inc.(Adv. No. 10-06162); Graham
Rogers, Inc. (Adv. No. 10-06162); Allied Group, Inc. d/b/a Allied
Mutual Insurance Company (Adv. No. 10-06198); Dairyland Insurance
Company (Adv. No. 10-06198); Explorer Insurance Company d/b/a ICW
Group (Adv. No. 10-06198); Mendota Insurance Company (Adv. No. 10-
06201); Peachtree Special Risk Brokers, LLC (Adv. No. 10-06204);
Victoria Fire & Casualty Co. d/b/a Victoria Insurance Group d/g/a
Titan Auto Insurance (Adv. No. 10-06209); United Underwriters,
Inc. (Adv. No. 10-06209); and Universal Casualty Company (Adv. No.
10-06209), Defendants (Bankr. D. Kan.).

A copy of the Court's June 25, 2012 Memorandum Opinion and Order
is available at http://is.gd/aFIP51from Leagle.com.

                        About Brooke Corp.

Based in Kansas, Brooke Corp. -- http://www.brookebanker.com/--
was an insurance agency and finance company.  The company owned
81% of Brooke Capital.  The majority of the company's stock was
owned by Brooke Holding Inc., which, in turn was owned by the Orr
Family.  A creditor of the family, First United Bank of Chicago,
foreclosed on the BHI stock.  The company's revenues were
generated from sales commissions on the sales of property and
casualty insurance policies, consulting, lending and brokerage
services.

Brooke Corp. and Brooke Capital Corp. filed separate petitions for
Chapter 11 relief on Oct. 28, 2008; Brooke Investments, Inc. filed
for Chapter 11 relief on Nov. 3, 2008 (Bankr. D. Kan. Lead Case
No. 08-22786).  Angela R. Markley, Esq., was the Debtors' in-house
counsel.  Albert Riederer was appointed as the Debtors' Chapter 11
trustee.  He acted as special master of Brooke in prepetition
federal court proceedings.  Benjamin F. Mann, Esq., John J.
Cruciani, Esq., and Michael D. Fielding, Esq,, at Husch Blackwell
Sanders LLP, and Kathryn B. Bussing, Esq., at Blackwell Sanders
LLP, represented the Chapter 11 trustee as counsel.  David A.
Abadir, Esq., and Robert J. Feinstein, Esq., at Pachulski Stang
Ziehl & Jones LLP, Kristen F. Trainor, Esq., and Mark Moedritzer,
Esq., at Shook, Hardy & Bacon, represented the Official Committee
of Unsecured Creditors as counsel.  The Debtors disclosed assets
of $512,855,000 and debts of $447,382,000.

The case was converted to Chapter 7 on June 29, 2009, and Mr.
Riederer was appointed Chapter 7 Trustee.  On Oct. 29, 2008, the
Court granted a motion to jointly administer the bankruptcies of
Brooke Corporation, Brooke Capital, and Brooke Investment with the
Brooke Corporation bankruptcy case being the lead case.


C & C ORGANIZATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: C & C Organization
        dba Cask 'N Cleaver
        8651 Madrone Avenue
        Rancho Cucamonga, CA 91730

Bankruptcy Case No.: 12-25388

Chapter 11 Petition Date: June 28, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Scott C. Clarkson

Debtor's Counsel: Stephen R. Wade, Esq.
                  THE LAW OFFICES OF STEPHEN R. WADE
                  400 N. Mountain Avenue, Suite 214B
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865
                  E-mail: laurel@srwadelaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-25388.pdf

The petition was signed by Charles L. Keagle, CEO.


CANYON HOLDINGS: Plan Trustee to Close Asset Sale at Lower Price
----------------------------------------------------------------
Marc S. Stern, the Plan Trustee for Canyon Holdings LLC Series
Southgate 42, asks the Bankruptcy Court to authorize the closing
of an asset sale provided in the confirmed plan.  The Plan Trustee
has agreed to reduce the purchase price related to repairs, mold
mitigation, and related items totaling $121,800.76.

As reported in the Troubled Company Reporter on June 5, 2012, the
Bankruptcy Court confirmed the Plan of Reorganization dated as of
March 20, 2012, proposed by the Debtor and Nantucket Fund, Inc.
The plan contemplates the sale of real estate property under a
Commercial & Investment Real Estate Purchase and Sale Agreement
(CIREPSA) dated Feb. 6, 2012, between J. Hugh Wiebe and Canyon
Holdings, LLC.

The Debtor has serious objections to any reduction in the purchase
price, which was previously set at $6 million.  However, the Plan
Trustee believes that the reductions are reasonable given the
negotiations and the status of the property.

If the sale does not close, the Plan Trustee submits that it will
be necessary to re-market the property.  In all the time that the
property was on the market, this is the highest price offer
received.  All of the other offers were at least $1 million lower.

Meanwhile, the Debtor previously won approval to temporarily use
cash collateral of East West Bank, Business Bank, Nantucket Fund,
and Joseph & Marrquetta Novak to pay monthly costs and expenses
incurred by the Debtor in the ordinary course of its business, in
accordance with a budget.  That authority was set to expire on the
earlier of (a) June 29, 2012, or (b) the occurrence of an event of
default that is not remedied within five business days after
delivery of written notice of the failure to the Debtor.

As adequate protection for any Cash Collateral used by the Debtor,
the Secured Creditors are granted replacement liens in the same
property of the Debtors.  The Debtor also agreed to pay East West
Bank the monthly sum equal to $20,337.09, the regular monthly
payment.  The Debtor agreed to pay Business Bank the monthly sum
equal to $3,996.30, which represents the monthly interest at the
non-default rate of 4.25% on Business Bank's higher priority
obligation only.  Following the payment of monthly expenses and
the monthly payments to East West Bank and Business Bank, the
Debtor will send any excess net proceeds to Marc Stern, who will
hold these funds pending further Court order.

                      About Canyon Holdings

Clyde Hill, Wash.-based Canyon Holdings LLC Series Southgate 42
owns a condominium project in Bellingham, Wash., and is presently
leasing the units it owns in the facility.

Petitioner Joseph Novack filed an involuntary Chapter 11
bankruptcy petition against the Company (Bankr. W.D. Wash. Case
No. 12-11327) on Feb. 13, 2012.  Jeffrey B. Wells, Esq., in
Seattle, Washington, assist the Debtor in its restructuring
efforts.

Mr. Novak obtained an order from the Bankruptcy Court declaring
Canyon Holdings in default as required under Section 303 of the
Bankruptcy Code.

The U.S. Trustee has not appointed a committee of unsecured
creditors in the Debtor's case.


CARLUBE INC: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Carlube, Inc.
        dba Prontolube, Inc.
        dba Prontolube
        5862 Cromo Dr., Suite 100
        El Paso, TX 79912

Bankruptcy Case No.: 12-31221

Chapter 11 Petition Date: June 29, 2012

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: Carlos A. Miranda, III, Esq.
                  CARLOS A. MIRANDA, III & ASSOCIATES P.C
                  5915 Silver Springs, Bldg 7
                  El Paso, TX 79912
                  Tel: (915) 587 5000
                  Fax: (915) 587 5001
                  E-mail: cmiranda@mirandafirm.com

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

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

A copy of the Company's list of its 15 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txwb12-31221.pdf

The petition was signed by Hugo Bustamante, Jr., president.


CENTRAL FALLS, R.I.: Moody's Reviews 'Caa1' Rating for Upgrade
--------------------------------------------------------------
Moody's Investors Service has placed the City of Central Falls'
(RI) Caa1 general obligation rating on review for upgrade,
affecting $14 million in outstanding General Obligation bonds.
Moody's has also affirmed the Ba1 rating assigned to the Rhode
Island Health and Educational Building Corporation's (RIHEBC)
Series 2007B bonds, affecting $17 million in outstanding debt, and
assigned a stable outlook.

Summary Ratings Rationale

The review for upgrade reflects the increased likelihood that the
city will exit Chapter 9 bankruptcy after the Rhode Island General
Assembly's recent appropriation of transitional payments to
retirees and the filing of an updated bankruptcy plan in federal
bankruptcy court. The city has continued to make general
obligation debt service payments subsequent to the bankruptcy
filing and there have so far not been any challenges to these
payments by other creditors. The review will consider the terms of
the final bankruptcy plan, any last-minute challenges to the plan
by creditors, and the city's plan to balance its operating budget
going forward, including payment of debt service as well as
pension contributions and OPEB payments. Moody's expects to
conclude its review within the next 90 days.

The Ba1 pooled financing rating and stable outlook assigned to
RIHEBC's 2007B bonds incorporates Central Falls' Caa1 GO rating as
well as the city's limited (6.6%) portion of the pooled debt. The
significant amount of debt service (34.22% of the pool) directly
paid to RIHEBC by the state and the availability of the State of
Rhode Island's (GO rated Aa2/negative outlook) intercept of state
aid for the remainder of the participants' debt service provide
strong additional security and lifts the pool rating above the
weakest link rating of Caa1. Additional factors incorporated in
the Ba1 rating are the strong mechanics, included in the RIHEBC
pool agreement, historic state support for school construction
projects, and RIHEBC's ability to intercept certain state aid
related to construction of school facilities. Proceeds from the
2007B bonds were originally loaned to the four participating units
of government to fund various school capital improvement projects.

STRENGTHS

- Active state oversight of the city's bankruptcy proceedings,
financial operations and cash flow with state legal default
protection

- Ratified collective bargaining agreements between the city and
its unions

- Implementation of city's six-year plan which balances budgets
from fiscal 2013 through fiscal 2017

- Improved, but still stressed, financial position and adequate
liquidity

- Expected transfer of locally-administered pension plans to
state's Municipal Employee Retirement System (MERS)

- The state's ability to intercept aid due to the city to
mitigate potential bondholder losses

Challenges

- Ongoing bankruptcy proceedings that could affect payment of
general obligation debt

- High unfunded pension liabilities, despite significant
reductions

- Small tax base and weak demographic profile

Outlook

The review for upgrade reflects the city's progress toward
conclusion of bankruptcy proceedings after several significant
obstacles were cleared. The Rhode Island General Assembly
appropriated $2.6 million for transitional payments to retirees,
which is intended to ease the severe reductions negotiated in
bankruptcy proceedings. Additionally, an updated plan of
adjustment and six-year financial recovery plan have been filed by
the city's receiver with the US bankruptcy court. If the city's
plans are approved, as submitted, by the bankruptcy judge, the
city will exit bankruptcy but would remain under some form of
state oversight for at least five years, another positive factor.
The review will incorporate the timing and outcome of bankruptcy
proceedings, as well as the city's fundamental long-term credit
characteristics, which remain stressed.

WHAT COULD MAKE THE RATING GO UP:

- Timely of approval bankruptcy plan

- Exit from bankruptcy and maintenance of structurally balanced
operations

- Improved funding for long-term liabilities

WHAT COULD MAKE THE RATING GO DOWN:

- Prolonged bankruptcy proceedings that result in further
financial deterioration and risk of default

- Significant changes to bankruptcy plan resulting in structural
imbalance

- Inability to improve funding of long-term liabilities including
pension and health care

- Successful legal challenges to state legislation providing
priority lien for bondholders

Rating Methodology

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


CLASSROOM CONNECT: Case Moved to Boston From New York
-----------------------------------------------------
Classroom Connect, Inc., officially transferred its Chapter 11
case to Boston (Bankr. D. Mass. Case No. 12-15623) on June 29,
2012.  The Debtor estimated assets of less than $50,000 and debts
of more than $1 billion.

Classroom Connect is an affiliate of Houghton Mifflin Harcourt
Publishing Company.

Houghton Mifflin Harcourt Publishers Inc., headquartered in
Boston, Massachusetts, is one of the three largest U.S. education
publishers focusing on the K-12 market with roughly $1.3 billion
of revenue for fiscal year ended December 2011.

Houghton Mifflin Harcourt and its affiliates filed a prepackaged
Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-12171)
on May 21, 2012.

Paul, Weiss, Rifkind, Wharton & Garrison LLP has been tapped as
bankruptcy counsel.  Blackstone Advisory Services, LP, is the
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The Debtor disclosed assets of $2.68 billion and debt totaling
$3.535 billion as of the Chapter 11 filing.

Houghton Mifflin on June 22 obtained confirmation of its
prepackaged Chapter 11 reorganization plan.  The Debtor promptly
completed the Plan's closing conditions and emerged from
bankruptcy.  The plan gives ownership of the company to senior
secured creditors in exchange for debt.  Trade and other unsecured
creditors will be paid in full in the ordinary course of business.
Stockholders are receiving seven-year warrants for 5% of the stock
exercisable at a price equivalent to a $3.1 billion equity value
for the reorganized company.

Houghton Mifflin's Chapter 11 cases were moved to the U.S.
Bankruptcy Court in Boston on June 28.  The bankruptcy judge in
New York ruled on June 22, the day after he signed an order
confirming Houghton's prepackaged plan, that the case was
improperly filed in New York. The judge said he would send the
case away officially when the reorganization plan was implemented.


CLEAR CHANNEL: Bank Debt Trades at 21% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 79.22 cents-on-the-dollar during the week ended Friday, June
29, 2012, an increase of 0.52 percentage points from the previous
week according to data compiled by Loan Pricing Corp. and reported
in The Wall Street Journal.  The Company pays 365 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 30, 2016, and carries Moody's 'Caa1' rating and Standard &
Poor's 'CCC+' rating.  The loan is one of the biggest gainers and
losers among 142 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                        About Clear Channel

San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc.  CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers.  The Company's businesses
include radio and outdoor displays.

Clear Channel had a net loss of $143.63 million on $1.36 billion
of revenue for the three months ended March 31, 2012.  It reported
a net loss of $302.09 million on $6.16 billion of revenue in 2011,
compared with a net loss of $479.08 million on $5.86 billion of
revenue in 2010.  The Company had a net loss of $4.03 billion on
$5.55 billion of revenue in 2009.

The Company's balance sheet at March 31, 2012, showed $16.48
billion in total assets, $24.29 billion in total liabilities, and
a $7.80 billion total members' deficit.

At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.

                      Bankruptcy Warning

The Company said in its quarterly report for the period ended
March 31, 2012, that its ability to restructure or refinance the
debt will depend on the condition of the capital markets and the
Company's financial condition at that time.  Any refinancing of
the Company's debt could be at higher interest rates and increase
debt service obligations and may require the Company and its
subsidiaries to comply with more onerous covenants, which could
further restrict the Company's business operations.  The terms of
existing or future debt instruments may restrict the Company from
adopting some of these alternatives.  These alternative measures
may not be successful and may not permit the Company or its
subsidiaries to meet scheduled debt service obligations.  If the
Company and its subsidiaries cannot make scheduled payments on
indebtedness, the Company or its subsidiaries, as applicable, will
be in default under one or more of the debt agreements and, as a
result the Company could be forced into bankruptcy or liquidation.

                           *     *     *

The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary.  The Rating Outlook is Stable.

Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2014 and 2016;
the considerable and growing interest burden that pressures free
cash flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue.  The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.


CONSTELLATION BRAND: Moody's Affirms 'Ba1' CFR; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Constellation Brand's Ba1
Corporate Family Rating, SGL-2 and stable rating outlook after the
company announced that it plans to acquire the other 50% of the
Crown Joint Venture that it does not already own and Mark West, a
California Pinot Noir wine brand.

Ratings Rationale

Moody's said that the acquisitions, which will total approximately
$2 billion in total, are both positives for the company, although
leverage will temporarily spike up beyond the range that is
comfortable for the current rating level. While debt to EBITDA
could reach the mid 4 times range at closing, it is expected that
good cash flows will allow for a reduction in leverage to under 4
times within the first year after closing. The full ownership of
the Crown Joint Venture will provide better transparency in
financial results since the business will be consolidated rather
than accounted for under the equity method. Importantly it gives
Constellation better certainty concerning the future of the Crown
business. The new agreement is perpetual with rolling 10 year
terms, with limited buyout/ call rights at a premium and no
performance thresholds, whereas under the existing arrangement,
Modelo had a right to terminate the agreement (after 10 years with
advanced notice at year 7) and purchase Constellation's stake in
the joint venture without significant limitations and with less
favorable economic compensation to Constellation. Constellation
will become solely responsible for marketing, promotion, pricing,
distribution, new product development and innovation of the Crown
Brands, and other non-Mexican brands it might choose to introduce,
while AB InBev will ensure continuity of supply and product
quality and will be able to introduce innovations. In addition,
the usual integration risks associated with most acquisitions are
not present here given Constellation's existing involvement in
Crown's operations. Committed bridge financing is already in place
for the transaction, and will likely be termed out through a
combination of revolver drawings, a new term loan under the
existing bank facilities and senior debt issuance.

Constellation's Ba1 rating reflects its meaningful scale and good
product diversification, including an extensive portfolio of
brands covering the premium wine, spirits and imported beer
categories. The rating also reflects the franchise strength,
efficiency, and solid profitability of the company. The company's
presence in premium wines, vodka and imported beer places it in
some of the categories that are most strongly positioned for
growth within their respective segments.

The stable outlook reflects Moody's view that Constellation Brands
will continue to be profitable, with EBITA margins in the low to
mid 20% range per Moody's calculations (this range reflects a
margin expectation based on now fully consolidating Crown results
that were previously reported under equity method of accounting).

Moody's expects leverage to increase temporarily as the result of
the proposed acquisitions but return to under 4 times in the next
12 to 18 months. Moody's expects that the company will continue to
generate solid cash flow and that it would cut back on share
repurchases until leverage is restored to its long-term target
range of 3 to 4 times.

An upgrade is not likely in the near term. It could result,
however, if the company sustains strong operating performance over
the medium term, shows continued improvement in profitability and
leverage, and if management shows a firm commitment to a more
conservative financial management strategy, including setting
financial targets that permanently reduce leverage levels such
that Debt to EBITDA is maintained under 3.5 times and EBIT to
Interest remains above 3.5 times, per Moody's definitions.
Furthermore, there would need to be a clearly articulated
commitment by management to being investment grade.

A downgrade could occur if operating performance were to weaken or
debt financed shareholder returns or acquisitions were undertaken
such that leverage was sustained above 4 times, EBITA margin was
sustained below 15% or EBIT to Interest fell materially below 2.5
times.

The principal methodology used in rating Constellation Brands was
Global Alcoholic Beverage Rating Methodology published in August
2009.

Headquartered in Victor, New York, Constellation Brands, Inc. is a
leading international wine company with a broad portfolio of
premium brands across the wine, spirits, and imported beer
categories. Major brands in the company's current portfolio
include, Robert Mondavi, Clos du Bois, Ravenswood, Blackstone,
Nobilo, Kim Crawford, Inniskillin,Jackson-Triggs, Arbor Mist,
Black Velvet Canadian Whisky, and SVEDKA vodka. It imports Corona
through the Crown Imports Joint Venture. Reported net revenue for
fiscal 2012 was approximately $2.7 billion. Pro forma for the
acquisitions, 2012 revenue would be approximately $5.1 billion.


COWBOY CIAO: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Cowboy Ciao, L.L.C.
        c/o Gerald L. Shelley, Esq.
        Fennemore Craig, P.C.
        3003 N. Central Avenue, Suite 2600
        Phoenix, AZ 85012
        Tel: (602) 916-5000

Bankruptcy Case No.: 12-14671

Chapter 11 Petition Date: June 29, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Redfield T. Baum, Sr.

Debtor's Counsel: Gerald L. Shelley, Esq.
                  FENNEMORE CRAIG, P.C.
                  3003 N. Central Avenue, SUITE 2600
                  Phoenix, AZ 85012
                  Tel: (602) 916-5439
                  Fax: (602) 916-5639
                  E-mail: gshelley@fclaw.com

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

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

A copy of the Company's list of its 19 largest unsecured creditors
is available for free at http://bankrupt.com/misc/azb12-14671.pdf

The petition was signed by Peter Kasperski, sole member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Kazbar LLC                            12-14666        06/29/2012


CRESTVIEW HOSPITALITY: Case Summary & Creditors List
----------------------------------------------------
Debtor: Crestview Hospitality, LLC
        dba Comfort Inn & Suites Crestview
        2717 Gulf Breeze Parkway
        Gulf Breeze, FL 32563

Bankruptcy Case No.: 12-30920

Chapter 11 Petition Date: June 28, 2012

Court: U.S. Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: J. Steven Ford, Esq.
                  WILSON, HARRELL, FARRINGTON & FORD
                  307 S. Palafox Street
                  Pensacola, FL 32502
                  Tel: (850) 438-1111
                  Fax: (850) 432-8500
                  E-mail: jsf@whsf-law.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/flnb12-30920.pdf

The petition was signed by Richard M. Colbert, managing member.


CW MINING: Utah District Court Dismisses Appeal on Sale Order
-------------------------------------------------------------
District Judge Ted Stewart in Utah dismissed as moot the
consolidated appeals from the sale order in the involuntary
Chapter 11 case of C.W. Mining Company.

The appeals were consolidated because each pertained to a direct
appeal of the same 11 U.S.C. Sections 363 and 365 sale order
entered in the bankruptcy proceeding.  The appellants are C.W.
Mining Company, Charles Reynolds, Hiawatha Coal Co., Inc., C.O.P.
Coal Development Co., Standard Industries Inc., ABM Inc., World
Enterprises, Security Funding Inc., Fidelity Funding Inc., PPMC
Inc., and ANR Co., Inc.

Kenneth A. Rushton, Chapter 7 Trustee of the Estate of C.W. Mining
Company; Rhino Energy LLC; and Castle Valley Mining LLC seek
dismissal of the appeals, arguing that the appeal is statutorily
moot because the Appellants have directly appealed the Sale Order
without obtaining a stay in contravention of 11 U.S.C. Sec.
363(m).  Additionally, they argue that the appeal is equitably
moot because of the change in circumstances of parties and non-
parties to the bankruptcy case in reliance on the Sale Order.

The District Court found the statutory mootness doctrine of Sec.
363(m) directly on point.

This dispute arises from the involuntary bankruptcy of CWM.  Prior
to entering bankruptcy, CWM was in the business of mining coal.
In 2003, CWM entered into an agreement with a purchaser whereby
CWM agreed to provide a fixed quantity of coal per year at a set
price.  Subsequently, CWM fell behind in its coal production and
could not meet the terms of its agreement.  In due course, the
purchaser brought suit against CWM to recoup the damages it
sustained as a result of CWM's impaired performance under the
agreement.  On Oct. 30, 2007, the Utah District Court awarded a
$24.8 million judgment against CWM.

On Jan. 8, 2008, four CWM creditors filed an involuntary Chapter
11 bankruptcy petition against CWM in the Bankruptcy Court for the
District of Utah.  An order for relief was entered on Sept. 26,
2008.  On Nov. 13, 2008, CWM's Chapter 11 bankruptcy proceeding
was converted to a Chapter 7 liquidation proceeding and on Nov.
19, 2008, the Chapter 7 Trustee was appointed.

During the resulting bankruptcy case, the Trustee filed adversary
proceedings against various parties -- including a majority of the
Appellants -- to determine CWM's rights under lease agreements for
mine properties and the ownership of CWM's mine assets.

On March 2, 2010, the bankruptcy court entered a sale order
authorizing the sale of CWM's coal mining assets to Bear Canyon
Mining LLC.  The sale to Bear Canyon Mining LLC did not close due
to Bear Canyon's inability to fund the purchase.  Though the First
Sale Order was unsuccessful, the Appellants have appealed the
findings of fact and conclusions of law the bankruptcy court
relied on in reaching the First Sale Order.  The parties dispute
whether the Appellants may appeal these findings of fact and
conclusions of law.  The Court would note that this is a non-
issue, as the findings of fact and conclusions of law were
expressly adopted by the subsequent sale order that gives rise to
this appeal.

On Aug. 4, 2010, the bankruptcy court entered a second sale order,
the "Order Authorizing Sale of Mine Assets Free and Clear of All
Liens, Claims, Encumbrances, and Interests and Authorizing the
Assumption and Assignment of Executory Contracts under 11 U.S.C.
Sections 363 and 365."  The Sale Order approved the sale of
virtually all of CWM's mine assets to Rhino and its wholly owned
subsidiary Castle Valley for a purchase price of $15,000,000.  No
party to the bankruptcy proceeding sought a stay of the Sale Order
and the conveyance to Rhino and Castle Valley occurred on Aug. 25,
2010.  Through this action, the Appellants directly appeal the
Sale Order.

The case is C.W. MINING COMPANY et al., Appellants, v. KENNETH A.
RUSHTON, et al., Appellees, Case No. 2:10-CV-920 TS (D. Utah).  A
copy of the District Court's June 27, 2012 Memorandum Decision is
available at http://is.gd/54XRdnfrom Leagle.com.

Based in Salt Lake City, Utah, C.W. Mining Co. dba Co-Op Mining
Company operated the Bear Canyon Mine in Emery County, Utah, under
the terms of a lease with C.O.P. Coal Development Company, which
owns the mine.  Aquila Inc., Owell Precast, LLC, and House of
Pumps, Inc., filed an involuntary Chapter 11 petition (Bankr. D.
Utah Case No. 08-20105) on Jan. 8, 2008.  In November 2008, the
Chapter 11 case was converted to a Chapter 7 liquidation
proceeding.  Kenneth A. Rushton serves as the Chapter 7 Trustee,
and is represented by Brent D. Wride, Esq., at Ray Quinney &
Nebeker, in Salt Lake City.


DENTON JEWELRY: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Denton Jewelry, Inc.
        15231 West Sunset Boulevard
        Pacific Palisades, CA 90272

Bankruptcy Case No.: 12-32668

Chapter 11 Petition Date: June 29, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Peter Carroll

Debtor's Counsel: M. Jonathan Hayes, Esq.
                  LAW OFFICE OF M. JONATHAN HAYES
                  9700 Reseda Boulevard, Suite 201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  E-mail: jhayes@hayesbklaw.com

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

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

A copy of the Company's list of its 19 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-32668.pdf

The petition was signed by Saad Mazboudi, president.


DERBY DEVELOPMENT: Court Rejects Claim Buyer's Plan Vote
--------------------------------------------------------
Bankruptcy Judge Alen H.S. Shiff granted the request of Community
Preservation Corporation to have the vote of Viking Acquisition,
LLC, disregarded in the voting on the Amended Chapter 11 Plan of
Derby Development Corp.  Viking acquired a Class 2 claim by Mario
Paniccia, the uncle of the Debtor's president, David Paniccia.

The Court ruled that Viking was not acting for its own interest as
a creditor, but rather to advance the Debtor's interest.  The
establishment of Viking and its purchase of Mario's Mechanic's
Lien was a sham intended to facilitate the confirmation of the
Debtor's plan over CPC's objections.

The Court found that Viking agreed to purchase the Mechanic's Lien
and vote in favor of the Debtor's first amended plan, free from
Mario's insider status, and thereby supply a non-insider vote by
an impaired class to satisfy 11 U.S.C. Sec. 1129(a)(10).

Mario is an architect who provided services to the Debtor.

The Debtor's Schedule D listed CPC as having a claim of $1,575,000
secured by a mortgage on the Debtor's residential rental units and
Mario as having a claim of $160,000 secured by a $410,000 (face
value) mechanic's lien on the Property.  On Schedule D, the
Property was stated to have a value of $900,000.

CPC filed a proof of claim for $1,765,624, of which $1.23 million
was secured and $535,624 was unsecured.  Mario did not file a
proof of claim.

The Debtor's First Amended Disclosure Statement listed four
classes:

     Class 1: CPC's impaired secured claim of $1,765,624, as
              to which the Debtor stated an intention to seek
              a 11 U.S.C. Sec. 506 determination of the amount
              of CPC's secured and unsecured claims.  The
              unsecured portion was to be to added to Class 3;

     Class 2: Mario's impaired secured claim in the amount of
              $160,000, which would be "paid in accordance to
              terms agreed upon by the parties";

     Class 3: The General Creditors' impaired unsecured claims,
              which would be paid a 10% dividend; and

     Class 4: David's insider interest in the Debtor, which would
              be retained "in exchange for contributing monies
              necessary for the Debtor to fund its obligations
              under the Plan."

The First Amended Disclosure Statement was approved on April 5,
2011.  The deadline to file objections to confirmation of the
Debtor's First Amended Plan and cast ballots was set for May 5,
2011.  The court set a status conference regarding objections to
confirmation for May 15, 2011.

On May 5, 2011, CPC submitted a Class 1 ballot rejecting the 1st
Plan and a Class 3 ballot rejecting the 1st Plan.  It is
undisputed that CPC controls Class 3.  On that date, CPC also
filed an objection to the 1st Plan.  At the May 15, 2011 status
conference, CPC stated that the Debtor could not confirm the 1st
Plan because it could not obtain an impaired accepting class of
non-insiders since Mario is an insider of the Debtor.  The
Debtor's counsel stated that Mario sold or was selling his claim
to Viking.  At the conclusion of the status conference, the court
extended the ballot and objection deadlines to May 31, 2011.  Some
time before the May 31st deadline, Viking cast an undated ballot
in favor of the Debtor's 1st Plan.  That ballot listed the value
of the Class 2 claim, i.e., the Mechanic's Lien, at $160,000.  On
July 6, 2011, CPC moved to have Viking's ballot disregarded.

On Aug. 23, 2011, the Debtor filed a Second Amended Disclosure
Statement and a Second Amended Plan.  On Nov. 16, 2011, they were
superceded by the Debtor's Third Amended Disclosure Statement and
Third Amended Plan.  Both the Second and Third Amended Disclosure
Statements proposed the identical treatment for Class 2, i.e., the
is class "composed of the impaired secured claim of Viking
Acquisitions, LLC in [the] amount of $410,000.00," and the claim
"will be paid according to terms agreed upon by the parties."

Viking is a Connecticut, single-member limited liability company.
It was created on May 17, 2011, and its only asset is the
Mechanic's Lien.  Viking's sole member is Samuel Mogilner, who is
a close college friend of David.  Mr. Mogliner played no role in
the creation of Viking.  Rather, Mario prepared and filed all the
necessary legal documents to create Viking and to obtain its tax
identification number.  Moreover, Mario chose to use a Fairfield,
Connecticut United Parcel Service store as the address for
Viking's headquarters.  Mario also used the UPS store address on
Viking's organizational documents as Mr. Mogilner's residential
address.  This was done without Mr. Mogilner's knowledge and
despite the fact that Mr. Mogilner resides in Brooklyn, New York.
Further, Mr. Mogilner is a marketing professional with no prior
experience in creating business entities.

According to the Court, after meeting with Mario, Mr. Mogilner
became interested in purchasing the Mechanic's Lien.  With no
knowledge regarding the architectural services that Mario claims
he provided to the Debtor and that form the basis of the
Mechanic's Lien; with no review of the Debtor's bankruptcy
schedules, disclosure statements or plans; and despite the
Mechanic's Lien having been valued at $160,000 in the Debtor's
bankruptcy schedules, Viking, i.e., Mr. Mogilner, agreed to
purchase the Mechanic's Lien for $300,000.  Moreover, there is
nothing in the record to suggest that Mario performed any due
diligence as to Mr. Mogilner's financial ability to fund Viking's
purchase of the Mechanic's Lien.  Nonetheless, the day after its
May 17th creation, Viking entered into an agreement with Mario for
a structured purchase of the Mechanic's Lien, under which Viking
agreed to make a $5,000 down payment, provide $75,000 worth of
marketing services to Mario, and finance the $220,000 balance.  Of
the $5,000 down payment, $500 was a cash payment at the May 18th
closing, with the $4,500 balance supposedly having been paid with
a bank check two months later and which Mario claims to have
cashed.  As of Feb. 16, 2012, nine months after its formation,
Viking had not provided Mario with any marketing services.
Further, there has not been compliance with the terms of the time
promissory note from Viking to Mario, which memorialized the
parties' financed portion of the purchase.  Under the Note's
terms, inter alia: (1) Viking was to pay Mario 120 monthly
payments of $2,458.33, commencing Jan. 1, 2012; (2) if two
consecutive payments were not timely made, Viking would be in
default; and (3) if Viking defaulted, Mario had the unfettered
right to retake the Mechanic's Lien.  Viking did not make the
January 2012 or February 2012 payments, rendering it in default
and triggering Mario's right to retake.

Prior to the May 31, 2011 voting deadline, Viking cast an undated
ballot in favor of the Debtor's 1st Plan.  Mr. Mogilner claims he
has no knowledge or recollection regarding casting of that ballot
or that the ballot stated that the value of Class 2 claim was
$160,000.

On Dec. 20, 2011, CPC filed a competing disclosure statement and a
proposed plan of liquidation.  On Feb. 22, 2012, the court
approved CPC's disclosure statement, as well as the Debtor's Third
Amended Disclosure Statement.  However, no confirmation hearing
date was scheduled, as the court ruled that the most efficient way
to proceed was to first determine CPC's request.

Patrick M. Birney, Esq., and Martin A. Onorato, Esq. --
pbirney@rc.com and monorato@rc.com -- at Robinson & Cole, LLP,
argue for Community Preservation Corporation.

Nicole L. Micklich, Esq. -- nmicklich@garciamilas.com -- at Garcia
& Milas, represents Mario Paniccia.

Anthony J. LaBella, Esq., at Bishop, Jackson & Kelly, LLC, agues
for Viking Acquisition, LLC.

A copy of the Court's June 27, 2012 Memorandum of Decision and
Order is available at http://is.gd/bXOO3dfrom Leagle.com.

                      About Derby Development

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


DEX MEDIA EAST: Bank Debt Trades at 48% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 51.75 cents-on-
the-dollar during the week ended Friday, June 29, 2012, a drop of
0.70 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 142 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

               About R.H. Donnelley & Dex Media East

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009.  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.

                           *     *     *

As reported in the April 2, 2012 edition of the TCR, Moody's
Investors Service has downgraded the corporate family rating (CFR)
for Dex One Corporation's to Caa3 from B3 based on Moody's view
that a debt restructuring is inevitable.  Moody's has also changed
Dex's Probability of Default Rating (PDR) to Ca/LD from B3
following the company's purchase of about $142 million of par
value bank debt for about $70 million in cash.  The Caa3 rating
also reflects Moody's view that additional exchanges at a discount
are likely in the future since the company amended its bank
covenants to make it possible to repurchase additional bank debt
on the open market through the end of 2013.

As reported by the TCR on April 4, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Cary, N.C.-based
Dex One Corp. and related entities to 'CCC' from 'SD' (selective
default).  "The upgrade reflects our assessment of the company's
credit profile after the completion of the subpar repurchase
transaction in light of upcoming maturities, future subpar
repurchases, and our expectation of a continued week operating
outlook," explained Standard & Poor's credit analyst Chris
Valentine.


DYNEGY HOLDINGS: Disclosure Filing is Light on Info, Trustee Says
-----------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that the U.S. trustee
took issue Wednesday with Dynegy Holdings LLC's proposed plan to
have nondebtor parent Dynegy Inc. join it in New York bankruptcy
court as a prelude to a merger, saying the company's disclosure
filings provide scant information for its creditors.

Bankruptcy Law360 relates that Dynegy Holdings filed a third
amended disclosure statement and reorganization plan June 8, a
week after U.S. Bankruptcy Judge Cecelia G. Morris approved a
major settlement between the company and its unsecured creditors.

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.


DJ CHRISTIE: Court Won't Reconsider Order Denying Stay Relief
-------------------------------------------------------------
Bankruptcy Judge Dale L. Somers denied the request of judgment
creditors Alan E. Meyer and John R. Pratt to alter and amend the
Court's Memorandum Opinion and Judgment Denying Washington
International Insurance Company's Motion for Relief from Stay in
the Chapter 11 case of DJ Christie, Inc.; and the Court's
Memorandum Opinion and Judgment Denying Debtor's Motion for
Imposition of a Stay under 11 U.S.C. Sec. 105 Against Alan E.
Meyer and John R. Pratt.  Judge Somers said there has been no
intervening change in controlling law, no new evidence is
available, and there is no need to correct clear error or prevent
manifest injustice.  A copy of Judge Somers' June 26, 2012
Memorandum Opinion and Order is available at http://is.gd/O4PPQr
from Leagle.com.

Overland Park, Kansas-based D.J. Christie Inc. filed for Chapter
11 bankruptcy (Bankr. D. Kan. Case No. 11-40764) on May 20, 2011.
Judge Dale L. Somers presides over the case.  Kathryn E. Sheedy,
Esq., and Tom R. Barnes, II, Esq., at Stumbo Hanson, LLP, serve
as the Debtor's counsel.  In its petition, the Debtor estimated
$1 million to $10 million in assets and under $1 million in debts.
The petition was signed by David J. Christie, its president.


EASTMAN KODAK: Seeks to Auction Imaging Patents in August
---------------------------------------------------------
Eastman Kodak Co. and its affiliated debtors are asking Judge
Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York to approve their request to hold bidding in
connection with the sale of the Digital Capture and Kodak Imaging
Systems and Services patent portfolios.

The motion outlines a sale process that is open to all bidders.
Only the winning bidder and the amount of the successful bid will
be announced publicly at the end of the auction.

Eastman Kodak expects the auction to be held on August 8, with
the winning bidder being announced by August 13.  Meanwhile,
bidders have until July 30 to make offers for the assets.

"The bidding procedures are designed to allow bidders to give us
their best offers without fear of showing their cards to
competitors," Timothy Lynch, Eastman Kodak's Vice-President and
Chief Intellectual Property Officer, said in a statement.

"In filing these proposed procedures in advance of the June 30
deadline in our lending agreement, we are moving ahead as quickly
as possible with the process of monetizing our digital imaging
patent portfolio," Mr. Lynch said.

Mr. Lynch said the two portfolios, which together comprise more
than 1,000 patents, have different characteristics and may
interest different buyers.

The Digital Capture portfolio includes more than 700 patents,
which cover technologies used in the design and operation of
digital cameras and multi-function devices.  Meanwhile, the KISS
portfolio comprises more than 400 patents that cover technologies
including image analysis, manipulation and tagging.

Lazard Freres & Co. LLC, the company's financial adviser, has
marketed the assets over the past 12 months and 20 parties have
signed confidentiality agreements to date.

Eastman Kodak's lawyer, Andrew Dietderich, Esq., at Sullivan &
Cromwell LLP, in New York, said the sale of the patent portfolios
is a likely source of financing for the company's emergence from
bankruptcy protection.

Earlier, Eastman Kodak revised its proposed order as well as the
bidding procedures to address objections, most of which were from
companies that have patent license agreements with Eastman Kodak.
The revisions, the company said, have resolved 13 of the 24
objections.  A copy of the revised proposed order is available
without charge at:

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

                 Apple Inc., et al., Oppose Sale

Earlier, Apple Inc. and several other technology companies have
filed papers objecting to key aspects of the patent sale.

The iPhone maker, which is involved in a dispute with Eastman
Kodak over ownership of 10 patents, said it does not oppose the
sale so long as those patents are not included in the sale block.

Apple asserts ownership claims on a digital imaging patent
identified as U.S. Patent No. 6,292,218 and nine other Kodak
patents.  The iPhone maker bases its patent claims on its digital
camera collaboration with Eastman Kodak in the early 1990s.

The other technology companies opposing the sale are Intel Corp.,
Nikon Corp., Ricoh Company Ltd., Kyocera Corp. and Kyocera
Communications Inc.  Generally, these companies take issue with
the proposition that the sale would strip their rights and
defenses with regard to the technology.

The proposed sale also drew flak from tech companies which have
patent license agreements with Eastman Kodak including Samsung
Electronics Co. Ltd., LG Display Co. Ltd., LG Electronics Inc.,
Truesense Imaging Inc., Motorola Mobility Inc., Motorola
Solutions Inc., Nintendo Co. Ltd., FlashPoint Technology Inc.,
International Business Machines Corp., Fujifilm Corp., and Nokia
Corp.

The companies said the terms of the sale do not offer them any
protection or do not say what would happen to the rights of the
licensees.

Meanwhile, the committee of Eastman Kodak's retired workers
criticized what it sees as restrictions in the proposed bidding
procedures, which " prevent the retiree committee from
participating in the bidding process."

Eastman Kodak "has attempted to make the retiree committee
irrelevant and provide the retiree committee only minimal and
illusory informational rights throughout the bidding process,"
according to its lawyer, Andrew Silfen, Esq., at Arent Fox LLP,
in New York.

For its part, the official committee of unsecured creditors said
it does not oppose for now the proposed order approving the bid
process.  The committee, however, reserves its rights to object
to a final order approving the sale of the assets that is "not
actually conducted in a manner calculated to maximize value" for
the benefit of the company and creditors.

             Apple Moving New Suit to District Court

When U.S. Bankruptcy Judge Allan Gropper holds a hearing July 2
for approval of the bidding procedures, he won't know yet whether
a federal judge will take away the right to make decisions
regarding dispute over patent ownership.

Kodak sued Apple Inc. over ownership of 10 digital imaging
patents, saying the iPhone maker is trying to "delay and derail"
the company's effort to sell its patent portfolios in August.

The new lawsuit came after Judge Gropper rejected Eastman Kodak's
request for an order that Apple has no interest in the patents
and said the dispute could be resolved through a lawsuit in
Eastman Kodak's Bankruptcy case, Bloomberg News reported.

Apple responded to the lawsuit by asking a federal judge to take
the dispute with Eastman Kodak out of bankruptcy court to the
U.S. District Court in Manhattan, which the iPhone maker said is
the more appropriate forum.

Apple told U.S. District Judge George Daniels that the bankruptcy
court is barred from deciding the dispute because it is governed
by non-bankruptcy law and will culminate with a jury trial the
bankruptcy judge is barred from conducting, Bloomberg News
reported.

Judge Daniels is set to hold a hearing on July 26 to decide if
making a patent decision is beyond the competence of the
bankruptcy court.

The federal judge could decide Judge Gropper may rule on the
patent case soup-to-nuts or he could take the suit away from the
bankruptcy judge entirely.  Alternatively, Judge Daniels might
leave the suit in bankruptcy court while instructing the
bankruptcy judge to write recommended rulings on which company
owns the technology, Bloomberg News reported.

The motion to remove the new lawsuit from bankruptcy court is
Eastman Kodak Co. v. Apple Inc., 12-04881, U.S. District Court,
Southern District of New York (Manhattan).  The new lawsuit in
bankruptcy court is Eastman Kodak Co. v. Apple Inc., 12-01720,
U.S. Bankruptcy Court, Southern District of New York (Manhattan).
Kodak's Chapter 11 case is In re Eastman Kodak Co., 12-10202,
U.S. Bankruptcy Court, Southern District of New York (Manhattan).

                       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.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

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.

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.


EASTMAN KODAK: Gropper Denies Quick Ruling vs. Apple, FlashPoint
----------------------------------------------------------------
Judge Allan Gropper denied Eastman Kodak's request for an order in
aid of its planned sale of certain assets related to digital
cameras.  Specifically, Kodak asked the Bankruptcy Court to find
that Apple, Inc., and FlashPoint Technology, Inc., have no
ownership interests in any of the 10 disputed digital imaging
patents and permitting a sale of those patents free and clear of
any claim.

In a memorandum of decision dated June 15, 2012, Judge Gropper
held that since the relief Kodak seeks if, for all intents and
purposes, an action for declaratory judgment to determine an
interest in property by excluding the claimed interests of Apple
and FlashPoint, the plain meaning of Rule 7001(2) of the Federal
Rules of Bankruptcy Procedure indicates that it must be brought
as an adversary proceeding, not as a contested Rule 9014 motion.
Although Kodak proceeds on the premise it can obtain the relief
it seeks based on this Court's ability to authorize sales under
Section 363 of the Bankruptcy Code, it has not cited any
authority that a bankruptcy court can determine ownership of
property in connection with a sale motion, and the small amount
of authority on point suggests the opposite, Judge Gropper
pointed out.

Judge Gropper further held that it seems plain that Kodak can
sell the patents subject to Apple and Flashpoint's ownership
claims.  He noted that although implicit within the statutory
grant of authority to sell property under Section 363 is the
requirement that the estate have an interest in the property to
be sold, property of the estate as defined by Section 541(a)
includes contingent and disputed property interests of the
debtor.  Thus, an estate can normally convey its ownership
interest in property, subject to the claims of a third party,
Judge Gropper concluded.

A full-text copy of the Decision is available for free at:

     http://bankrupt.com/misc/kodak_june15patentmemo.pdf

                      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.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

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.

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.


EASTMAN KODAK: Laser Pacific to Sell LA Property for $4.9-Mil.
--------------------------------------------------------------
Laser Pacific Media Corp., an affiliate of Eastman Kodak Co. that
also filed for bankruptcy protection, unveiled its plan to sell a
property in Los Angeles, California, to Brian Carmody and Patrick
Milling Smith for $4,999,900.

Under the terms of a sale agreement between the buyers and Laser
Pacific, the buyers are required to deposit a $250,000, which can
be refunded if the deal is terminated.  The buyers have the right
to terminate the agreement during the 30 days following its
execution.

The sale is also subject to the completion of the decommissioning
of certain environmental monitoring wells by July 31, and other
customary conditions.

CB Richard Ellis Inc., the real estate broker hired by Laser
Pacific in connection with the marketing and sale of the property,
will receive a 6% commission or $299,994.

                       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.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

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.

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.


EASTMAN KODAK: Former Employee Opposes Stay Extension
-----------------------------------------------------
A former employee of Eastman Kodak Co. is blocking efforts of the
company to extend the automatic stay to his former supervisor who
allegedly caused his termination.

In court papers, Ronald Haywood, a former employee of Eastman
Kodak, asked Judge Allan Gropper to deny the company's request to
extend the stay to his former supervisor Richard Klaus, and to
allow discovery in his lawsuit to move forward.

Mr. Haywood sued the company and Mr. Klaus for racial
discrimination after he was terminated from his job.  He alleged
Mr. Klaus worked with other Kodak officials in selecting the
employees who should be terminated.

Eastman Kodak's bankruptcy filing automatically stayed
Mr. Haywood's claims against the company but not his claims
against the other defendant.

Mr. Haywood's lawyer, Samuel Prato, Esq., at the Law Offices of
Sam Prato, in Victor, New York, said further delay of discovery
in the lawsuit "would compromise the plaintiff's ability to
obtain necessary documentation and other evidence."

Mr. Prato also said they are not seeking to obtain a judgment
against Mr. Klaus or Eastman Kodak while the automatic stay is in
place but only want to investigate witnesses "so that evidence is
preserved."

In a court filing, Eastman Kodak's lawyer, Andrew Dietderich,
Esq., at Sullivan & Cromwell LLP, in New York, said the
bankruptcy court should not allow discovery against Mr. Klaus to
move forward, saying it would also force Eastman Kodak "as the
real party defendant and target of the discovery" to respond.

                       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.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

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.

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.


ELPIDA MEMORY: Micron Technology to Acquire Biz for US$2.5-Bil.
---------------------------------------------------------------
Micron Technology, Inc., and the trustees for Elpida Memory on
Monday have signed a definitive sponsor agreement for Micron to
acquire and support Elpida.  The agreement has been entered into
in connection with Elpida's corporate reorganization proceedings
conducted under the jurisdiction of the Tokyo District Court.

Under the agreement, JPY200 billion -- approximately US$2.5
billion assuming JPY80/US$ -- total consideration, less certain
reorganization proceeding expenses, will be used to satisfy the
reorganization claims of Elpida's secured and unsecured creditors.
Micron will acquire 100% of the equity of Elpida for JPY60 billion
-- approximately US$750 million -- to be paid in cash at closing.
In addition, JPY140 billion -- approximately US$1.75 billion -- in
future annual installment payments through 2019 will be paid from
cash flow generated from Micron's payment for foundry services
provided by Elpida, as a Micron subsidiary.

As a result of the payments, all pre-petition debt obligations of
Elpida will be fully discharged under the corporate reorganization
proceedings. The agreement also calls for Micron to provide
certain financing support for Elpida capital expenditures, subject
to specified conditions, and to maintain Elpida's operations and
employees.

Shara Tibken, writing for The Wall Street Journal, reports that
the deal would make Micron No. 2 in the market for memory chips,
second only to Samsung Electronics Co.  Micron currently ranks
third, behind SK Hynix Inc., another Korean company that until
earlier this year was called Hynix Semiconductor Inc.

In a related transaction, Micron on Monday inked a separate
agreement with Powerchip Technology Corporation, a Taiwanese
corporation, and certain of its affiliates to acquire the
Powerchip group's 24% share of Rexchip Electronics Corporation for
approximately NT$10 billion (approximately US$334 million assuming
NT$30/US$).

Elpida's assets include a 300 millimeter (mm) DRAM fabrication
facility located in Hiroshima, Japan; an approximate 65% ownership
interest in Rexchip, whose assets include a 300mm DRAM fabrication
facility located in Taiwan; and an assembly and test facility
located in Akita, Japan.  Together with the Rexchip shares
acquired from Powerchip, Micron will control approximately 89% of
Rexchip's outstanding shares.  The fab assets of Elpida and
Rexchip together can produce more than 200,000 300mm wafers per
month, which would represent an approximate 50% increase in
Micron's current manufacturing capacity.

Using its advanced technologies, Elpida has built a strong
presence in Mobile DRAM, targeting mobile phones and tablets.
Micron is a leader in delivering enterprise DRAM solutions for
networking and servers as well as offering a wide product
portfolio in NAND and NOR. Combining the two complementary product
portfolios will further strengthen Micron's position in the memory
market and enable it to provide customers with an even more
complete set of high-quality solutions.

"We are creating the industry-leading pure-play memory company,"
said Micron CEO Mark Durcan. "T[he] transactions will help
strengthen the combined companies' market position in the memory
industry through increased research and development and
manufacturing scale; improved access to core memory market
segments; and additional wafer capacity to balance among DRAM,
NAND and NOR memory solutions for the ultimate benefit of Micron
and Elpida customers."

"Micron's sponsorship of Elpida will enable stable payment of
creditor claims and help to streamline approval of the
reorganization plan by the creditors and the Tokyo District Court.
Joining with Micron also delivers a clear advantage for Elpida's
customers, suppliers and employees," said Yukio Sakamoto, co-
trustee of Elpida.  "The transaction is a strong testament to the
value of Elpida's technologies, products and people, and it will
result in a combined organization that can best serve customers
with broader memory solutions, strength and scale."

The transactions are subject to certain conditions, including
approval by Elpida creditors, the Tokyo District Court, and other
customary antitrust approvals.  Elpida's reorganization plan is
currently anticipated to be submitted to the Tokyo District Court
for approval in August 2012.  The transactions are expected to
close in the first half of calendar 2013.  Micron's purchase of
the Powerchip group's Rexchip shares will occur upon close of the
Elpida transaction.

                           About Micron

Boise, Idaho-based Micron Technology, Inc. --
http://www.micron.com/-- is one of the world's leading providers
of advanced semiconductor solutions. Through its worldwide
operations, Micron manufactures and markets a full range of DRAM,
NAND and NOR flash memory, as well as other innovative memory
technologies, packaging solutions and semiconductor systems for
use in leading-edge computing, consumer, networking, embedded and
mobile products.  Micron's common stock is traded on the NASDAQ
under the MU symbol.

                           About Elpida

Tokyo, Japan-based Elpida Memory, Inc. -- http://www.elpida.com/
-- is a manufacturer of Dynamic Random Access Memory (DRAM)
integrated circuits. The company's design, manufacturing and sales
operations are backed by world class technological expertise.  Its
300mm manufacturing facilities, consisting of its Hiroshima Plant
and a Taiwan-based joint venture, Rexchip Electronics, utilize the
most advanced manufacturing technologies available.  Elpida's
portfolio features such characteristics as high-density, high-
speed, low power and small packaging profiles.  The company
provides DRAM solutions across a wide range of applications,
including personal computers, servers, mobile devices and digital
consumer electronics.

Elpida filed a petition for commencement of Corporate
Reorganization Proceedings with the Tokyo District Court under the
Corporate Reorganization Act of Japan on Feb. 27, 2012.


EASTMAN KODAK: Shareholders' Bid For Equity Committee Blocked
-------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Allan L. Gropper on Thursday sided with Eastman Kodak Co.
and denied a group of common stockholders' bid to appoint an
official committee of equity security holders, saying the
committee wasn't necessary at this stage of the Chapter 11
proceedings.

According to Bankruptcy Law360, Judge Gropper said Kodak?s
shareholders are adequately represented by other groups committed
to maximizing the value of Kodak's estate. Formation of a new
committee would saddle the bankruptcy proceedings with unnecessary
administrative costs, Judge Gropper said.

                         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.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

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.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

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


FINANCIAL GUARANTY: DFS Takes Over Troubled Bond Insurance Unit
---------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that a New York
state judge signed off Thursday on the state Department of
Financial Services' takeover of the troubled bond insurance unit
of Financial Guaranty Insurance Co., marking the first time
New York has put a financial guaranty insurance company into
receivership.

Bankruptcy Law360 relates that the DFS began the historic takeover
process with FGIC's agreement June 11, filing a petition with the
Supreme Court of the State of New York. Under the rehabilitation
order approved Thursday, DFS Superintendent Benjamin Lawsky will
be the receiver for FGIC.

                              About FGIC

Based in New York, Financial Guaranty Insurance Company --
http://www.fgic.com/-- is a bond insurer.

As of March 31, 2010, Financial Guaranty had admitted assets of
$1.807 billion against total liabilities of $3.447 billion.

Financial Guaranty in June agreed to be taken over by New York
insurance regulators.  The result will be a rehabilitation
proceeding presided over by the state court.  As an insurance
company, Financial Guaranty isn't eligible for bankruptcy
reorganization.  If it's eventually liquidated, the liquidation
will be supervised by the state court, not federal bankruptcy
court.

Financial Guaranty is a wholly owned subsidiary of FGIC
Corporation, an insurance holding company.

FGIC Corp. filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14215) on Aug. 3, 2010.

Paul M. Basta, Esq., and Brian S. Lennon, Esq., at Kirkland &
Ellis LLP, in New York, serve as counsel to FGIC Corp.  Garden
City Group, Inc., is the Debtor's claims and noticing agent.  The
Official Committee of Unsecured Creditors tapped David Capucilli,
Esq., at Morrison & Foerster LLP, in New York as its counsel.  The
Debtor disclosed $11,539,834 in assets and $391,555,568 in
liabilities as of the Petition Date.

FGIC Corp. on April 23, 2012, won the signature of the bankruptcy
judge of an order confirming a Chapter 11 plan that replaces a
prepackaged reorganization that fell apart.  The basis for the
confirmed plan is an agreement where the insurance subsidiary will
contribute $10 million so the cash distribution to unsecured
creditors will be in the range of 5.5% to 6%.


FIRSTLIGHT HYDRO: S&P Keeps 'BB-' Rating on $320MM Mortgage Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating on
FirstLight Hydro Generating Co.'s $320 million senior secured
first mortgage bonds. The recovery rating on the first mortgage
bonds remains '1', indicating our expectations of a very high
(90% to 100%) recovery if a payment default occurs. The outlook on
the bonds is stable.

"The affirmation reflects parent GDF Suez's pay-off of the first-
and second-lien term loans at FirstLight Power Resources earlier
this year," said Standard & Poor's credit analyst Theodore Dewitt.

Hartford, Conn.-based FirstLight Hydro owns, operates, and
maintains a portfolio of 1,341 megawatts (MW) of electric
generation assets in New England. FirstLight Hydro's assets
consist of two pumped storage facilities (1,153 MW), 11
conventional hydro stations (165 MW), and a gas turbine peaking
unit (22 MW).

"The outlook is stable due to the cash flows that the intercompany
PPA provides. If the PPA is not renewed on terms similar those
that currently exist, or if parent GDF Suez provides no support,
then FirstLight Hydro may have difficulty covering debt service.
If, by mid-2013, GDF Suez has not renewed the PPA or signaled its
intention to otherwise support FirstLight Hydro, we will look to
downgrade. Given the particular set of risks to thecredit, an
upgrade is unlikely in the near term," S&P said.


FLETCHER INTERNATIONAL: Files for Chapter 11 in Manhattan
---------------------------------------------------------
Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.

The Bermuda exempted company estimated assets and debts of
$10 million to $50 million.

The bankruptcy documents were signed by its president and
director, Floyd Saunders.  The Debtor is 17% owned by Fletcher
International Inc., and 83% owned by Fletcher Income Arbitrage
Fund, a Cayman Islands corporation.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel.


FLETCHER INTERNATIONAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Fletcher International, Ltd.
        48 Wall Street, 5th Floor
        New York, NY 10005

Bankruptcy Case No.: 12-12796

Chapter 11 Petition Date: June 29, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: David R. Hurst, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  1270 Avenue of the Americas, Suite 2210
                  New York, NY 10020
                  Tel: (212) 332-8840
                  E-mail: dhurst@ycst.com

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

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

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

The petition was signed by Floyd Saunders, president.


GENERAL AUTO: Gets Final Order to Use Cash Collateral
-----------------------------------------------------
General Auto Building LLC has obtained final authority from the
U.S. Bankruptcy Court to use cash collateral.

The Debtor borrowed funds under a construction loan from
HomeStreet Bank in the original principal amount of $10,200,000.
To secure the obligations under the HomeStreet Loan, GAB, as
grantor, made, executed and delivered to HomeStreet, as
beneficiary, a Line of Credit Commercial Deed of Trust, Assignment
of Rents and Leases, Security Agreement and Fixture Filing.  The
HomeStreet Deed of Trust encumbers real property and improvements
commonly known as the "General Automotive Building" and located at
411 NW Park Avenue, Portland, Oregon.

The HomeStreet Deed of Trust also contains an assignment of rents
in favor of HomeStreet.

The Portland Development Commission and GAB are parties to a Loan
Agreement dated June 13, 2008 pursuant to which PDC provided a
construction loan, in the principal amount of $1,400,000.  The PDC
Loan is also evidenced by an associated GAB Promissory Note dated
June 13, 2008 and the obligations under the PDC Loan Agreement and
the PDC Note are secured by a certain Line of Credit Trust Deed,
Security Agreement, Fixture Filing and Assignment of Leases and
Rents encumbering the Property dated June 13, 2008 and granted by
GAB to secure repayment of the PDC Loan.

The Debtor acknowledges that in connection with the Loan
Documents, the Debtor granted liens to HomeStreet on
substantially all of the Debtor's assets and that the Prepetition
Liens are valid, in favor of HomeStreet, perfected, enforceable,
nonavoidable liens and security interests in all of its real and
personal property existing as of the petition date.  PDC contends
it holds a valid lien on the Prepetition Collateral.  The portion
of the Prepetition Collateral in the form of cash and cash
equivalents, and all cash proceeds of the Prepetition Collateral
received after the petition date, all constitute "Cash
Collateral."

To preserve the value of the Debtor as a going concern, the Debtor
requires the use of Cash Collateral to fund operating expenses
relating to the Property.  The Debtor's sole source of revenue is
cash, including Cash Collateral, and it is necessary to pay
operating expenses pending the Court's approval and entry of a
final order or any subsequent interim cash collateral order and
budget during the Chapter 11 case.

Pursuant to the Court's Cash Collateral order, the Debtor is
required to provide the Lenders with an updated and extended
Budget on Aug. 15, 2012, for the period from Sept. 1, 2012 through
Feb. 28, 2013, and the request for use of cash collateral after
Aug. 31, 2012 will be heard by the Court at a continued hearing on
Aug. 29, 2012 at 11:00 a.m.  Any dispute relating to the updated
and extended Budget will be submitted to the Court for
determination.  The authority of the Debtor to use Cash Collateral
is limited to the amounts set forth in the Budget; provided,
however, that the Debtor may make expenditures in excess of the
sums in the Budget so long as any variance will not exceed 7.5% of
the cumulative expenses as set forth in the Budget.

As adequate protection for any Cash Collateral used by the Debtor,
the Lenders are granted, pursuant to sections 361(1) and 363(e) of
the Bankruptcy Code, perfected liens to secure an amount of the
Lenders' respective prepetition claims equal to the extent of any
diminution in value of the Prepetition Collateral by reason of the
use of Cash Collateral, whether as a result of physical
deterioration, consumption, shrinkage or otherwise.

The Replacement Liens will be to the same extent and with the same
relative priority as the Lenders' Prepetition Liens, and will
attach to all property and assets of the Debtor and its estate.

                       About General Auto

General Auto Building, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Ore. Case No. 12-31450) on March 2, 2012.  The Debtor
is an Oregon limited liability company formed in 2007 with its
principal place of business in Spokane, Washington.  It was formed
to renovate and lease its namesake commercial property located at
411 NW Park Avenue, Portland, Oregon.  As of the Petition date,
the Debtor has developed virtually all of the General Automotive
Building and has leased approximately 98% of the building's space
to retail and commercial tenants.  The Debtor continues to seek
tenants for the remaining spaces.

Judge Elizabeth L. Perris presides over the case.  Albert N.
Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, serve
as the Debtor's counsel.

The Debtor has scheduled $10,010,620 in total assets and
$13,519,354 in total liabilities.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the case.


GENERAL AUTO: Wants to Hire Anton Collins as Accountant
-------------------------------------------------------
General Auto Building, LLC, seeks permission from the U.S.
Bankruptcy Court for the District of Oregon to employ Anton
Collins Mitchell LLP as accountant.

Anton Collins will, among other things, prepare and review the
Debtor's 2011 tax returns and provide Debtor with other tax advice
that may be necessary or appropriate in the preparation of a plan
of reorganization or other tax issues that may arise in this case.

Anton Collins will be paid at these hourly rates:

      Scott Grimm Tax Director       $305
      Bryan Adam Tax Senior          $185

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

                        About General Auto

General Auto Building, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Ore. Case No. 12-31450) on March 2, 2012.  The Debtor
is an Oregon limited liability company formed in 2007 with its
principal place of business in Spokane, Washington.  It was formed
to renovate and lease its namesake commercial property located at
411 NW Park Avenue, Portland, Oregon.  As of the Petition date,
the Debtor has developed virtually all of the General Automotive
Building and has leased approximately 98% of the building's space
to retail and commercial tenants.  The Debtor continues to seek
tenants for the remaining spaces.

Judge Elizabeth L. Perris presides over the case.  Albert N.
Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, serve
as the Debtor's counsel.

The Debtor has scheduled $10,010,620 in total assets and
$13,519,354 in total liabilities.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the case.


HEARTHSTONE HOMES: Court Approves $365,000 Wells Fargo Loan
-----------------------------------------------------------
The Bankruptcy Court authorized Randel C. Lewis, the Chapter 11
Trustee for Hearthstone Homes, Inc., to obtain secured
superpriority postpetition financing from Wells Fargo Bank, N.A.
to finance the Chapter 11 Trustee's out-of-pocket expenses, his
attorney's and professionals' fees, and the Trustee's overhead
expenses operating the Debtor's estate.  The loan will be secured
by a lien on all estate property and claims not subject to liens,
and by a senior lien on all estate property that is subject to a
lien.

The Chapter 11 Trustee has negotiated a purchase agreement with
Legacy Homes Omaha, LLC, for the Debtor's houses that are in
various stages of construction, among other assets, and is in the
process of obtaining approval from the Court for bidding
procedures to further maximize the value of the assets subject to
that purchase agreement requesting that the purchase price be
treated as the highest and best offer to date for the sale assets
and that the purchase price be treated as the stalking horse bid
for the sale assets.  This is taking time and expense of the
Trustee and his attorneys.

Upon initial investigation of the Debtor's prepetition
transactions, the Chapter 11 Trustee and Wells Fargo believe there
may be viable preference and avoidance claims that should be
investigated further and potentially be in the best interest of
the estate to be pursued.

According to papers filed in Court, if it becomes necessary for
the Chapter 11 Trustee to complete one or more of the houses, that
completion will in part require time of the Trustee and
professionals and employees retained by the Trustee and other
general overhead expenses.  Credit facilities for the actual
construction costs of the houses that have Wells Fargo-financed
lots, if required, would be the subject of a separate future
motion and separate credit facility.

The Chapter 11 Trustee estimates that it will require roughly
$365,000 through August 2012.

                      About Hearthstone Homes

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that HearthStone Homes filed for Chapter 11
bankruptcy protection after a deal to sell the company fell
through.  Hearthstone Homes' principal business activities have
been the purchase, development and sale of residential real
property for 40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

Nancy J. Gargula, the U.S. Trustee for Region 13, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Hearthstone Homes.


HEARUSA INC: Suspending Filing of Reports with SEC
--------------------------------------------------
HUSA Liquidating Corporation filed a Form 15 notifying of its
suspension of its duty under Section 15(d) to file reports
required by Section 13(a) of the Securities Exchange Act of 1934
with respect to its common stock, par value $0.10 per share.
There was no holder of the common shares as of June 29, 2012.

                         About HearUSA Inc.

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
HearUSA owes $31.3 million to Siemens Hearing Instruments Inc.,
the principal supplier and primary secured lender.

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor has
tapped Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor ans Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.  Trustee Services,
Inc., serves as claims and notice agent.

The Official Committee of Unsecured Creditors has been appointed
in the case.  Robert Paul Charbonneau, Esq., and Daniel L. Gold,
Esq., at Ehrenstein Charbonneau Calderin, represent the Creditors
Committee.

An Official Committee of Equity Security Holders has also been
appointed.  Mark D. Bloom, Esq., at Greenberg Traurig P.A., in
Miami, Fla., represents the Equity committee as counsel.

In connection with the closing of the transactions contemplated by
the Asset Purchase Agreement, on Sept. 13, 2011, the Company filed
a Certificate of Amendment to its Restated Certificate of
Incorporation with the Delaware Secretary of State in order to
change its name to "HUSA Liquidating Corporation".  The
Certificate of Amendment was effective on the date of filing.

The effective date of the Chapter 11 Plan of Liquidation of
HearUSA, Inc., took effect on June 18, 2012.


HOUMA DOLLAR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Houma Dollar Partners, L.L.C.
        2875 Derek Drive
        Lake Charles, LA 70607

Bankruptcy Case No.: 12-20649

Chapter 11 Petition Date: June 29, 2012

Court: United States Bankruptcy Court
       Western District of Louisiana (Lake Charles)

Judge: Robert Summerhays

Debtor's Counsel: Gerald J. Casey, Esq.
                  613 Alamo Street
                  Lake Charles, LA 70601
                  Tel: (337) 474-5005
                  E-mail: ECF@caseylaw.net

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/lawb12-20649.pdf

The petition was signed by Charles Reeves, Jr., manager.


HRK HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: HRK Holdings, LLC
        13300 Highway 41 N.
        Palmetto, FL 34221

Bankruptcy Case No.: 12-09868

Affiliate that simultaneously sought Chapter 11 protection:

        Entity                        Case No.
        ------                        --------
HRK Industries, LLC                   12-09869

Chapter 11 Petition Date: June 27, 2012

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

About the Debtors: HRK Holdings owns real property in Manatee
                   County that accommodates a phosphogypsum stack
                   system, a portion of which is used as an
                   alternate disposal area for the management of
                   dredge materials pursuant to a contract with
                   Port Manatee and as authorized under an
                   administrative agreement with the Florida
                   Department of Environmental Protection.

Debtors' Counsel: Barbara A. Hart, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: bhart.ecf@srbp.com

HRK Holdings'
Estimated Assets: $10,000,001 to $50,000,000

HRK Holdings'
Estimated Debts: $10,000,001 to $50,000,000

The petitions were signed by William F. Harley, III, managing
member.

HRK Holdings' List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Providence Logistics, Inc.         --                     $250,000
c/o James R. Mikes, Esq.
P.O. Box 24269
Tampa, FL 33623

ECT                                --                      $66,688
3701 NW 98th Street
Gainessville, FL 32606

APAC Southeast, Inc.               --                      $60,063
c/o Steven Sprechman, Esq.
2775 Sunny Isles Boulevard, #100
North Miami Beach, FL 33160

Water Elements                     --                      $50,000

Ian Peggs                          --                      $49,675

Case Engineering                   --                      $45,266

Wiginton                           --                      $38,687

Premium Assignment Corp.           --                      $27,411

Nortrax (John Deer Financial)      --                      $26,167

Benchmark                          --                      $23,062

Port Manatee Ship Repair           --                      $18,112

Logistec USA, Inc.                 --                      $17,500

Graf Repeti                        --                      $15,000

JP Giround                         --                      $10,591

ASAP Rental                        --                       $9,377

Golson Legal                       ?-                       $7,869

Yargus Manufacturing, Inc.         --                       $7,245

Easton Sales & Rentals, LLC        --                       $5,650

Sahn Ward Coschignano & Baker, PLLC--                       $5,000

Manny's Bulk Express               --                       $4,107


ICON HEALTH: S&P Affirms 'B+' Corp. Credit Rating, Outlook Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B+' corporate credit rating, on Logan, Utah-based fitness
equipment maker ICON Health & Fitness Inc.  "At the same time, we
removed all ratings from CreditWatch, where they were placed with
negative implications on May 4, 2012.  The outlook is negative,"
S&P said.

"The rating affirmation reflects our belief that management's
efforts to address manufacturing challenges that arose earlier in
fiscal 2012 (ended May) will be effective over the intermediate
term," said Standard & Poor's credit analyst Ariel Silverberg,
"leading to improved liquidity and credit measures returning to
levels in line with the current rating," S&P said.

"It is our understanding that the margin pressure in early fiscal
2012 was the result of a large number of product updates
introduced following a few years with limited updates, which
strained cost-effective manufacturing capacity.  We expect
management to pursue a smoother product refresh cycle in the
future, but also believe the company will benefit from investments
in manufacturing capacity made during fiscal 2012," S&P said.

"While we have affirmed our 'B+' corporate credit rating, our
negative rating outlook reflects credit measures that will likely
remain weak for the rating for the next few quarters," added Ms.
Silverberg, "and the risk that, absent near-term EBITDA growth and
margin improvement, ICON's liquidity position may weaken to the
extent that we may consider a lower rating," S&P said.

"Our 'B+' corporate credit rating on ICON reflects our assessment
of the company's financial risk profile as "aggressive" and our
assessment of its business risk profile as "weak," according to
our criteria.  Our assessment of ICON's financial risk profile as
aggressive reflects our expectation that operating lease-adjusted
leverage will be maintained in the 4x to 5x range, and interest
coverage will remain above 2x.  We also expect the company to
continue to generate modest levels of discretionary cash flow and
maintain an "adequate" liquidity profile through internally
generated cash and availability under its asset-backed revolving
credit facility," S&P said.

"The negative rating outlook reflects credit measures that will
likely remain weak for the rating for the next few quarters and
the risk that, absent near-term EBITDA growth and margin
improvement, ICON's liquidity position may weaken to the extent
that we would consider a lower rating.  Lower ratings are likely
if growth in EBITDA in 2013 is meaningfully below our expectation,
as this would likely result in leverage being sustained above 5x,
a level consistent with a lower rating, in our view," S&P said.

In this scenario, ICON's availability under its revolver may also
be insufficient.

"We would consider an outlook revision to stable once ICON has
demonstrated several quarters of EBITDA growth and margin
improvement, particularly during the key holiday sales season,"
S&P said.


INTERNATIONAL WIRE: S&P Raises Corporate Credit Rating to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Camden, N.Y.-based International Wire Group Holdings
Inc. and its subsidiary International Wire Group Inc. to 'B+' from
'B'.  The outlook is stable.

"At the same time, we raised our issue rating on International
Wire Group Inc.'s second-lien notes to 'B+' from 'B'. The recovery
rating remains '3', indicating our expectation for meaningful (50%
to 70%) recovery in the event of payment default.  We also raised
our issue rating on International Wire Group Holdings Inc.'s
senior payment-in-kind toggle notes to 'B-' from 'CCC+,' S&P said.

"The recovery rating remains '6', indicating our expectation for
negligible (0% to 10%) recovery in the event of payment default,"
S&P said.

International Wire Group Holdings Inc. is a holding company with
no direct operations and depends on cash flow from subsidiary
International Wire Group Inc. to meet its debt obligations.  "As a
result, we view International Wire Group as a consolidated
enterprise," S&P said.

"We raised our ratings on International Wire Group to reflect
solid end market demand that has supported profitability and has
contributed to lower-than-expected leverage of 3x to 4x EBITDA,"
said Standard & Poor's credit analyst Megan Johnston.  However, we
continue to view financial risk as "aggressive" given the
company's penchant for large dividends relative to its cash flow.

"Our 'vulnerable' business risk assessment acknowledges the
company's exposure to volatile copper prices, cyclical end
markets, and its relatively modest size and scope," S&P said.

International Wire Group's sales and EBITDA grew approximately 15%
during the 12 months ended March 31, 2012, to about $850 million
and $75 million, respectively.  "We attribute this to an improving
economy and stronger end markets, which has led to higher volumes.
Leverage over this period was 3.5x compared with our prior
expectation of 4x.  We expect leverage to hold at 3x to 4x under
our baseline scenario for 2012 and 2013.  This reflects our
assumption that sales volumes slightly outpace our GDP forecast
(2% in both years).  This offsets our expectation that prices drop
on lower copper prices (which we assume fall to $3.00 per pound in
2013 from an average of $4.00 in 2011)," S&P said.

International Wire Group purchases copper rod that it uses to
manufacture copper wire products.  Consequently, a sharp decline
or decrease in copper prices can have a significant impact on
financial performance.  The former can necessitate selling higher
cost inventories at lower market prices; the latter can restrict
the company from passing through higher copper prices to
customers.

International Wire sells its products for a variety of electrical
and data transmission applications whose end markets are in
somewhat cyclical industries, including the industrial, energy,
electronics, and aerospace and defense.  Although several of these
markets are relatively strong now, demand can decline quite a bit
during weak economic cycles, resulting in minimal earnings and
weaker credit metrics.

"The stable rating outlook reflects our expectation that leverage
will remain between 3x and 4x EBITDA as International Wire Group's
end markets hold firm in a gradually improving economy.  In our
view, this will cause higher sales volumes to offset weaker
pricing for its products," S&P said.

"We would lower our rating if leverage climbs to and remains above
4x as a consequence of a sharper-than-expected drop in sales
prices and EBITDA margins or as a consequence of more aggressive-
than-anticipated dividends.  In our view, the company's relatively
small size and scope, and well as the less transparent operating
strategy and financial policy inherent with private equity-owned
firms, will preclude an upgrade over the next 12 months," S&P
said.


IOWORLDMEDIA INCORPORATED: Posts $192,000 Net Loss in Q1 2012
-------------------------------------------------------------
ioWorldMedia, Incorporated, filed its quarterly report on Form
10-Q, reporting a net loss of $192,229 on sales of $401,779 for
the three months ended March 31, 2012, compared with a net loss of
$248,180 on sales of $293,152 for the same period of 2011.

The Company's balance sheet at Dec. 31, 2011, showed $1,952,418
in total assets, $1,863,459 in total liabilities, preferred stock
of $3,025, additional paid-in capital of $5,769,279, and a
stockholders' deficit of $5,683,345.

As reported in the TCR on April 20, 2012, Patrick Rodgers, CPA,
PA, in Altamonte Springs, Fla., expressed substantial doubt about
ioWorldMedia's ability to continue as a going concern, following
the Company's results for the fiscal year ended Dec. 31, 2011.
The independent auditor noted that the Company has suffered
recurring losses from operations and negative cash flows
from operations the past two years.

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

                       http://is.gd/DN08YP

ioWorldMedia also filed Amendment No. 2 on Form 10-K/A for the
fiscal year ended Dec. 31, 2010, to replace the Annual Report on
Form 10-K/A that was filed on April 18, 2011.

This amendment covers periods after Sept. 30, 2005.

"Readers should be aware that several aspects of this Amendment
No. 2 to the Annual Report on Form 10-K differ from other annual
reports.  First, this report is for each of the fiscal years ended
Dec. 31, 2010, Dec. 31, 2009, Dec. 31, 2008, Dec. 31, 2007,
Dec. 31, 2006, and Dec. 31, 2005, in lieu of filing separate
reports for each of those years.  Second, because of the amount of
time that has passed since our last periodic report was filed with
the Securities and Exchange Commission, the information relating
to our business and related matters is focused on our more recent
periods.  Finally, in this report, we are including expanded
financial and other disclosures in lieu of filing separate
Quarterly Reports on Form 10-Q for each of the quarters ended
March 31, 2006, through Sept. 30, 2010.  We do not intend to file
the Quarterly Reports on Form 10-Q for any of the quarters ended
March 31, 2006. through Sept. 30, 2010.  We believe that the
filing of this expanded annual report enables us to provide
information to investors in a more efficient manner than
separately filing each of the quarterly reports described above."

"This amendment is in response to comments from the SEC.  The
changes to this amendment from the Annual Report filed April 18,
2011, are to provide more detailed and thorough disclosure to
current and prospective shareholders."

A copy of this Amendment is available for free at:

                       http://is.gd/nDablT

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




IOWORLDMEDIA INC: Amends Sept. 30 10-Q in Response to SEC Comments
------------------------------------------------------------------
ioWorldMedia, Incorporated, amended its quarterly report on Form
10-Q for the quarterly period ended Sept. 30, 2011, to replace the
quarterly report that was filed on Nov. 14, 2011.

This amendment to the quarterly report covers periods after
Dec. 31, 2010.  The amendment is in response to SEC Staff
comments.   The changes to this amendment from the quarterly
report are to provide more detailed and thorough disclosure to
current and prospective shareholders.  In specific, the Management
Discussion & Analysis added more thorough discussion for each
section of the MD&A.  The interest forgiven by the holders of the
convertible debt was reclassified from interest income to
additional paid in capital.  Note 14 has been added for the
restatement of the financials as of June 30, 2011.  In Note 3.
Summary of significant accounting policies there has been a
section added to explain Accrued Revenue, separate from Accounts
Receivable.  Preferred Stock has been reclassified to Temporary
Equity on the balance sheet and additional disclosure provided in
Note 10.

The Company reported a net loss of $185,821 on $445,658 of sales
for the three months ended Sept. 30, 2011, compared with a net
loss of $228,209 on $207,302 of sales for the three months ended
Sept. 30, 2010.

For the nine months ended Sept. 30, 2010, the Company reported a
net loss of $764,617 on $1,212,131 of sales, compared with a net
loss of $741,046 on $580,494 of sales for the nine months ended
Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed $663,073 in
total assets, $1,696,850 in total liabilities, and a stockholders'
deficit of $6,806,081.

"The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern, which
contemplates the recoverability of assets and the satisfaction of
liabilities in the normal course of business," the Company said in
the filing.  "Currently, the Company has a minimum cash balance
available for the payment of ongoing operating expenses, and its
operations are not providing a source of funds from revenues
sufficient to cover its operational costs to allow it to continue
as a going concern.  The continued operations of the Company are
dependent upon generating profits from operations and raising
sufficient capital through sales of Common Stock or issuance of
debt securities, which would enable the Company to carry out its
business plan."

"In the event the Company does not generate sufficient funds from
revenues or financing through the issuance of Common Stock or from
debt financing, it may be unable to fully implement its business
plan and /or pay its obligations as they become due, any of which
circumstances would have a material adverse effect on its business
prospects, financial condition, and results of operations."

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

                       http://is.gd/neZCSY

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


IPS CORP: S&P Withdraws 'B-' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' corporate
credit rating on IPS Corp. at the company's request.

" At the same time, we withdrew our 'B+' issue-level rating and
'1' recovery rating on IPS' senior secured credit facilities, as
well as our 'CCC+' issue-level rating and '5' recovery rating on
the company's senior subordinated notes," S&P said.


JAMMIN JAVA: Posts $894,200 Net Loss in April 30 Quarter
--------------------------------------------------------
Jammin Java Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $894,179 on $309,614 of revenue for the
three months ended April 30, 2012, compared with a net loss of
$181,051 on $27,955 of revenue for the three months ended
April 30, 2011.

The Company's balance sheet at April 30, 2012, showed $1,518,902
in total assets, $193,561 in total current liabilities, and
stockholders' equity of $1,325,341.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, expressed substantial doubt about Jammin Java's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Jan. 31, 2012.  The independent
auditors noted that as of Jan. 31, 2012, the Company has incurred
operating losses from inception and has only recently generated
revenues from its principal operations.

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

                       http://is.gd/aO3xc8

Beverly Hills, Calif.-based Jammin Java Corp., doing business as
Marley Coffee, provides sustainably grown, ethically farmed and
artisan roasted gourmet coffee through multiple U.S. and
international distribution channels, using the Marley Coffee brand
name.


JASPERS ENTERPRISES: Can Employ John Yates as Accountant
--------------------------------------------------------
Judge Charles E. Rendlen of the U.S. Bankruptcy Court for the
Eastern District of Mississippi authorized Jaspers Enterprises,
Inc., to employ John W. Yates and Hlavacek, Morris McIntyre Yates
& Danielson PC as accountant.

Maryland Heights, Missouri-based Jaspers Enterprises, Inc., filed
a Chapter 11 petition (Bankr. E.D. Ms. Case No. 12-41073) in St.
Louis, Missouri on Feb. 13, 2012.  Jaspers Enterprises owns four
Missouri hotels -- the Wingate in Maryland Heights, and the Days
Inn property, the Howard Johnson, and the Red Roof Inn, all
located in Branson.  The Wingate hotel in Maryland Heights is
under receivership with Midas Hospitality LLC as the receiver.

Judge Charles E. Rendlen III presides over the case.  The petition
was signed by Keith Jaspers, president.

Jasper Enterprises hired Desai Eggmann Mason LLC as bankruptcy
counsel and realtor Stephen Marx and Chicago-based brokerage firm
Hotel Source Inc. to sell real estate.

Creditor The Bank of Missouri is represented by Michelle L.
Clardy, Esq., and Matthew S. Layfield, Esq., at Polsinelli
Shughart PC.


JEWISH COMMUNITY: Asks for Court OK to Hire CBRE Inc as Realtor
---------------------------------------------------------------
Jewish Community Center Of Greater Monmouth County asks for
permission from the U.S. Bankruptcy Court for the District of New
Jersey to employ CBRE, Inc, as realtor.

CBRE will list and sell the real property commonly referred to as
100 Grant Avenue, Deal, New Jersey.

The Debtor and CBRE agree that If, during the term of the Listing
Agreement, there is a sale or other disposition of the Property,
the Debtor will pay CBRE these commissions: (a) if CBRE is the
sole broker on a transaction, the Debtor will pay CBRE one full
commission at closing in accordance with the schedule of rates and
conditions; (b) however, the Debtor authorizes CBRE to cooperate
with outside brokers representing potential purchasers for the
Property; and (c) in the event that the Outside Broker procures a
sale or other disposition of the Property, CBRE will compensate
the successful outside broker out of the monies the Debtor pays
the firm, but in no event for more than one-half of one full
commission.  Notwithstanding anything to the contrary elsewhere in
this agreement, in the even the Debtor enters into a contract
within 45 days of the Commencement Date to sell the Property at a
gross purchase price of less than $8 million to either (i) Ocean
Township Boar of Education/Municipality, or (ii) Deal Sephardic
Network/Hillel Yeshiva, and the transaction subsequently closes
and title is conveyed, CBRE won't be entitled to a commission
hereunder on the transaction.  If, under the same conditions, the
gross purchase price exceeds $8 million, CBRE will be paid a
commission equal to 7% of the amount of the purchase price above
$8 million.  In the event that, more than 45 days after the date
hereof, the Debtor enters into a contract for the sale of the
Property to an Excluded Entity, and the transaction closes and
title is conveyed, CBRE will be paid a commission equal to one-
half percent of the amount of the gross purchase price up to $8
million, plus an additional commission equal to 7% of the amount
of the purchase price above $8 million.  To keep CBRE fully
apprised of any pending transaction with an Excluded Entity, the
Debtor will inform CBRE within five business days of entering into
any agreement with an Excluded Entity, and will provide CBRE with
written information to confirm the gross purchase price of the
transaction.

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

CBRE can be reached at:

      Park 80 West Plaza Two
      250 Pehle Avenue
      Suite 600
      Saddle Brook, NJ 07663

                       About Jewish Community

Headquartered in Deal Park, New Jersey, Jewish Community Center Of
Greater Monmouth County, A Not-For-Profit Corporation --
http://jccmonmouth.org/-- offers services, programs, events,
activities, and facilities to Jewish families and individuals in
Monmouth County.

Jewish Community filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 11-44738) on Dec. 5, 2011.  Judge Michael B. Kaplan
presides over the case.  Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy
counsel.  In its petition, the Debtor estimated assets of
$10 million to $50 million and debts of $1 million to $10 million.


JOHNS-MANVILLE: Victims Want Travelers to Cover Asbestos Deals
--------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that a group of
thousands of asbestos victims on Wednesday asked the Second
Circuit to reverse a district court decision that overruled a
bankruptcy court order requiring Travelers Indemnity Co. to cover
$375 million worth of settlements over injuries allegedly caused
by insured Johns-Manville Corp.

Bankruptcy Law360 relates that the settlements, which were signed
in 2004, had called for a clarifying order saying the personal
injury plaintiffs were barred from bringing further claims against
Travelers, but the district court found that the order never had
become final because of a 2010.

                        About Johns-Manville

Johns-Manville Corp. was, by most sources, the largest
manufacturer of asbestos-containing products and the largest
supplier of raw asbestos in the United States from the 1920s until
the 1970s.  Manville sold raw asbestos to manufacturers of
asbestos-based products in 58 countries and distributed its own
asbestos-based products "across the entire spectrum of industries
and employment categories subject to asbestos exposure."

As a result of studies linking asbestos with respiratory disease,
Manville became the target of a growing number of products
liability lawsuits in the 1960s and 1970s.  Buckling under the
weight of its asbestos liability, Manville filed for Chapter 11
protection on August 26, 1982, before Judge Lifland.

To avoid the uncertainty of insurance litigation and to fund its
plan of reorganization, Manville sought to settle its insurance
claims.  Manville obtained in excess of $850,000,000 from
settlements with its insurers.  The U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Debtors' Second Amended and Restated Plan of Reorganization on
Dec. 22, 1986.


KIRKLAND INVESTMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Kirkland Investment Inc.
        11801 NE 48th Pl
        Kirkland, WA 98033

Bankruptcy Case No.: 12-16802

Chapter 11 Petition Date: June 28, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Timothy W. Dore

Debtor's Counsel: Jason E. Anderson, Esq.
                  LAW OFFICE OF JASON E ANDERSON
                  8015 15th Ave NW, Suite 5
                  Seattle, WA 98117
                  Tel: (206) 706-2882
                  E-mail: jason@jasonandersonlaw.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 Michael Mey, president.


KRONOS WORLDWIDE: S&P Affirms 'BB-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and issue-level ratings on Dallas-based Kronos Worldwide
Inc.  The outlook is stable.  "At the same time, we revised our
recovery rating on the company's debt to '3' from '4', indicating
our expectation for a meaningful (50% to 70%) recovery in the
event of a payment default," S&P said.

"We are also withdrawing our 'BB-' corporate credit ratings on
holding company Valhi Inc. and its subsidiary Kronos International
Inc. following the closing of this refinancing transaction," S&P
said.

"The ratings on Kronos reflect the company's limited focus on the
cyclical, commodity-based TiO2 market and very aggressive
financial policies," said Standard & Poor's credit analyst Seamus
Ryan.  "We also view the company's concentrated ownership and
complex corporate structure as limiting factors," S&P said.

"However, the ratings also reflect our expectation that favorable
industry conditions will support Kronos' financial profile, as
well as our belief that the company's growth and shareholder
rewards plans will not increase its debt leverage beyond our
expectations for the ratings.  We characterize the company's
business risk profile as "weak" and its financial risk profile as
"significant," S&P said.

"Based on our scenario forecasts, we expect Kronos' credit metrics
to remain strong for the rating, with funds from operations (FFO)
to adjusted debt greater than 60% over the next two years,
compared with the 25% to 30% we expect for the ratings.  We expect
that global demand will support annual TiO2 selling price
increases of at least 10% over this period.  Although we expect
similar raw material feedstock price increases over this period,
we expect TiO2 producers will be able to maintain EBITDA margins
near current levels by passing through these costs.  Our forecast
also incorporates our expectation that the company will return a
moderate amount of cash to shareholders while business conditions
remain favorable," S&P said.

The financial metrics of Kronos' parent, Valhi, have improved
significantly in the past two years, with operating results
benefiting from favorable industry conditions.  As of March 31,
2012, its total adjusted debt to EBITDA was about 1.2x, and the
ratio of FFO to total adjusted debt was about 70%.  As of
March 31, 2012, Valhi had about $780 million in total debt
(adjusted for operating leases, environmental liabilities, and
postretirement benefit obligations, and excluding loans from Snake
River Sugar Co.), which does not change with the refinancing.

"We do not expect the company's growth strategies or acquisitions
to result in sustained additional debt or the deterioration of
credit metrics.  Valhi recognizes environmental liabilities of $55
million as of March 31, 2012.  However, this figure does not
include several sites for which the company cannot currently
estimate costs," S&P said.

Valhi is a holding company with about $2 billion in sales.  It
derives the bulk of its revenues (more than 90% in 2011) and
operating profits from its majority ownership of Kronos, the
world's third-largest producer of TiO2.

Although Kronos derives more than 50% of its sales from Europe,
exposure to weaker economies is limited, with more than 80% of
European sales coming from Northern Europe and Germany.

The company's operating performance has improved primarily as a
result of sequential increases in pricing within its TiO2
business.  "We expect Kronos to continue benefiting from tight
supply and favorable pricing.  For the next year or two, we expect
revenue growth to come primarily from stronger pricing because the
company has limited flexibility to increase production volume
without meaningful capital spending.  We also think continued
price increases will enable the company to maintain product profit
margins despite sharply rising raw material ore costs pressuring
its margins over the coming year," S&P said.

"We expect Kronos' longer-term growth to reflect the overall
economy and key end markets related to the housing and automotive
sectors, as well as population growth and rising standards of
living in emerging markets.  Because of these factors, we expect
Kronos to maintain profitability and to generate strong free cash
flow over the next few years," S&P said.

The TiO2 industry is fairly concentrated, with five producers
accounting for more than 60% of global capacity.  The industry
experiences cyclical downturns when falling demand leads to supply
imbalances, and when raw material prices fluctuate.  As a result,
producers' financial results can swing significantly depending on
economic conditions, the timing of new capacity additions, and
the impact of rising raw material costs.  Recently, operating
results have been favorable, largely because of high industry
capacity usage and improving demand, which have supported higher
pricing.

"We expect these trends to continue for the next few years.
However, over the longer term, new capacity additions (including
one recently announced by industry leader E.I. DuPont de
Nemours & Co.), could lead to a less favorable supply-demand
relationship," S&P said.

"The stable outlook reflects our expectation that Kronos will
maintain its improved financial profile and "adequate" liquidity.
We expect favorable industry conditions to support operating
results and financial metrics over the next two years.  We also
expect that management will maintain a prudent approach to funding
growth and shareholder rewards," S&P said.

"Based on our scenario forecasts, we expect Kronos to maintain
financial metrics that are strong for the ratings. However, the
highly cyclical, commodity-based nature of the TiO2 industry and
the company's very aggressive financial policies limit the
potential for higher ratings over the next year," S&P said.

"We could lower the ratings if unexpected business obstacles--such
as a drastic reduction in end-market demand or significantly
higher-than-expected titanium ore price increases--reduce the
company's EBITDA margin to less than 10%.  At this point, we would
expect FFO to total adjusted debt to decrease to less than 20%.
We could also lower the ratings if the company uses additional
debt to fund growth plans or shareholder rewards without an
offsetting improvement to its business risk profile, or if
environmental liabilities increase meaningfully as a result of
additional accounting disclosure on remediation obligations," S&P
said.


LARK ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lark Enterprises, Inc.
        770 Wilkinson Blvd
        Frankfort, KY 40601

Bankruptcy Case No.: 12-30406

Chapter 11 Petition Date: June 28, 2012

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Frankfort)

Debtor's Counsel: Matthew B. Bunch, Esq.
                  BUNCH & BROCK, ATTORNEYS-AT-LAW
                  271 West Short Street, Suite 805
                  P.O. Box 2086
                  Lexington, KY 40588-2086
                  Tel: (859) 254-5522
                  E-mail: matt@bunchlaw.com

Scheduled Assets: $1,548,259

Scheduled Liabilities: $3,383,325

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/kyeb12-30406.pdf

The petition was signed by Richard J. Hayes, president.


LEXARIA CORP: Posts $232,000 Net Loss in April 30 Quarter
---------------------------------------------------------
Lexaria Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $232,119 on $144,860 of revenue for the
three months ended April 30, 2012, compared with a net loss of
$155,767 on $287,596 of revenue for the same period ended
April 30, 2011.

For the six months ended April 30, 2012, the Company had a net
loss of $351,040 on $394,243 of revenue, compared with a net
loss of $285,945 on $549,273 of revenue for the same period of the
prior fiscal year.

The Company's balance sheet as of April 30, 2012, showed
$4,131,120 in total assets, $1,811,223 in total liabilities,
and stockholders' equity of $2,319,897.

MNP LLP, in Vancouver, Canada, expressed substantial doubt
about Lexaria's ability to continue as a going concern,
following the Company's results for the fiscal year ended Oct. 31,
2011.  The independent auditors noted that the Company had
recurring losses and requires additional funds to maintain its
planned operations.

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

                       http://is.gd/ZOuBPw

                    About Lexaria Corporation

Vancouver, Canada-based Lexaria Corporation is an exploration and
development oil and gas company currently engaged in the
exploration for and development of petroleum and natural gas in
North America.  The Company's common stock is quoted on the OTC
Bulletin Board under the symbol "LXRP" and on the Canadian
National Stock Exchange under the symbol "LXX".




LUCAS ELECTRIC: Meeting to Form Committee Set for July 2
--------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, was
slated to hold an organizational meeting on July 2, 2012, at
10:00 a.m. in the bankruptcy case of Lucas Electric Co., Inc.  The
venue for the meeting was:

          United States Trustee's Office
          One Newark Center
          1085 Raymond Blvd.
          21st Floor, Room 2106
          Newark, NJ 07102

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.

Lucas Electric Co., Inc. filed a Chapter 11 petition (Bankr. D.
N.J. Case No. 12-25959) on June 22, 2012 in Hightstown, New
Jersey.  Carol L. Knowlton, Esq., at Teich Groh, in Trenton,
serves as counsel to the Debtor.  The Debtor scheduled $2,330,824
in assets and up to $5,558,135 in liabilities.  An affiliate,
Theragen, Inc., sought Chapter 11 protection (Case No. 11-25440)
on the same day.


MARITIME'S MARINE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Maritime's Marine Centers, LLC
        3457 Guignard Drive
        Hood River, OR 97031-8603

Bankruptcy Case No.: 12-35135

Chapter 11 Petition Date: June 29, 2012

Court: United States Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Joseph A. Field, Esq.
                  FIELD JERGER LLP
                  621 SW Morrison St #1225
                  Portland, OR 97205
                  Tel: (503) 228-9115
                  E-mail: joe@fieldjerger.com

Scheduled Assets: $800,721

Scheduled Liabilities: $1,853,420

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/orb12-35135.pdf

The petition was signed by George L. Selfridge, chief executive
officer.


METHOD ART: Has Court OK to Hire Darby Law as Bankruptcy Counsel
----------------------------------------------------------------
Method Art Corporation sought and obtained permission from the
U.S. Bankruptcy Court for the District of Nevada to employ Kevin
A. Darby, Esq. of Darby Law Practice, Ltd., as bankruptcy counsel.

Darby Law will, among other things, prepare on behalf of the
Debtor all necessary motions, applications, answers, orders,
reports and papers in connection with the administration of the
Debtor's estate, at these hourly rates:

      Kevin A. Darby          $375
      Tricia M. Darby         $375

The Debtor paid Darby Law Practice a retainer fee in the amount of
$7,500 which includes the filing fee in connection with this
Chapter 11 case.

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

                         About Method Art

Method Art Corporation filed a bare-bones Chapter 11 petition
(Bankr. D. Nev. Case No. 12-50745) in its home-town in Reno,
Nevada, on April 1, 2012.  The Debtor disclosed $14.5 million in
assets and $11.7 million in debts in its schedules.  The Debtor
owns six properties in Nevada and California.  The properties are
valued $13.8 million and secure debt totaling $10.9 million.

Judge Bruce T. Beesley presides over the case.  The petition was
signed by Brynn Miner, who has the role of director, president,
secretary and treasurer.


MJO STAFFING: Case Summary & 21 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: MJO Staffing, Inc.
        222 South Harbor Boulevard, Suite 600
        Anaheim, CA 92805

Bankruptcy Case No.: 12-17998

Chapter 11 Petition Date: June 29, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Garrick A. Hollander, Esq.
                  WINTHROP COUCHOT, PC
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4150
                  Fax: (949) 720-4111
                  E-mail: ghollander@winthropcouchot.com

                         - and ?

                  Robert E. Opera, Esq.
                  WINTHROP COUCHOT PC
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  E-mail: ropera@winthropcouchot.com

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 21 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-17998.pdf

The petition was signed by Michael J. Osborne, chief executive
officer.


MML USA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: MML USA, LLC
        3457 Guignard Drive
        Hood River, OR 97031-8603

Bankruptcy Case No.: 12-35136

Chapter 11 Petition Date: June 29, 2012

Court: United States Bankruptcy Court
       District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Joseph A. Field, Esq.
                  FIELD JERGER LLP
                  621 SW Morrison St #1225
                  Portland, OR 97205
                  Tel: (503) 228-9115
                  E-mail: joe@fieldjerger.com

Scheduled Assets: $651,834

Scheduled Liabilities: $1,918,151

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/orb12-35136.pdf

The petition was signed by George L. Selfridge, chief executive
officer.


MORGAN INDUSTRIES: Creditors Win OK for EisnerAmper as Accountant
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Morgan Industries
Corporation, et al., sought and obtained permission from the
Bankruptcy Court to retain EisnerAmper LLP as its accountant and
financial advisor effective as of May 22, 2012.

It is anticipated that EisnerAmper will, among other things:

   (a) analyze the financial operations of the Debtors pre-and
       post-petition as necessary;

   (b) analyze proposed debtor-in-possession financing and monitor
       cash collateral budgets and short-term liquidity issues;

   (c) monitor the Debtors' Section 363 sale process, advise the
       Committee on all sale-related issues and attend all sale
       auctions and related court hearings;

   (d) perform forensic investigation services as requested by the
       Committee and counsel regarding pre-petition activities of
       the Debtors in order to identify potential causes of
       action; and

   (e) perform claims analysis for the Committee, as necessary.

EisnerAmper will bill at these hourly rates:

          Directors/Partners           $440 - $560
          Directors                    $400 - $445
          Managers/Senior Managers     $275 - $400
          Paraprofessionals and Staff  $115 - $275

The principal professionals at EisnerAmper designated to represent
the Committee and their current hourly rates are:

    Allen D. Wilen(Partner)                  $505
    Jeffrey T. Varsalone(Director)           $420
    Various associates as required        $195 - $300
    Stephanie Prinston(Paraprofessional)     $135

EisnerAmper will also charge for all other out-of-pocket expenses
incurred in connection with its engagement.  The expenses charged
to clients include, among other things, photocopying charges,
facsimile charges, travel expenses, expenses for "working meals,"
and compterized/on-line database research.

                      About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

In their petition, the Debtors disclosed $53 million in total
assets and $80 million in total liabilities.  The petitions were
signed by John T. Peterson, treasurer.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.


MORGAN INDUSTRIES: Court OKs GA Keen as Real Estate Advisor
-----------------------------------------------------------
Morgan Industries Corp., et al., sought and obtained permission
from the Bankruptcy Court to employ GA Keen Realty Advisors, LLC,
as their special real estate advisor for the purpose of marketing
and selling of certain property.  GA Keen will be paid a
commission of 5% of the gross proceeds from the transaction, plus
reimbursement of marketing costs which will be capped at $35,000,
as promptly as possible.

GA Keen will be paid a credit bid fee by Bank of America should
Bank of America choose to credit bid.

                      About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

In their petition, the Debtors disclosed $53 million in total
assets and $80 million in total liabilities.  The petitions were
signed by John T. Peterson, treasurer.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.


MORGAN INDUSTRIES: Committee Can Hire Lowenstein as Counsel
-----------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors in the bankruptcy case of Morgan Industries
Corporation, et al., to retain Lowenstein Sandler PC as its
counsel.

Lowenstein Sandler will be paid in accordance with the
procedures set forth in Sections 330 and 331 of the Bankruptcy
Code, the applicable Federal Rules of Bankruptcy Procedure, the
rules of the Court, and any order entered by the Court in
respect of compensation of professionals.

                      About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

In their petition, the Debtors disclosed $53 million in total
assets and $80 million in total liabilities.  The petitions were
signed by John T. Peterson, treasurer.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.


MOSES LAKE: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Moses Lake Wellland, LLC
        13624 N Frontage Rd E
        Moses Lake, WA 988379320

Bankruptcy Case No.: 12-02902

Chapter 11 Petition Date: June 28, 2012

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtor's Counsel: Ian Ledlin, Esq.
                  PHILLABAUM LEDLIN MATTHEWS SHELDON PLLC
                  421 W Riverside Ave Ste 900
                  Spokane, WA 99201
                  Tel: (509) 838-6055
                  Fax: (509) 625-1909
                  E-mail: ian@spokelaw.com

Estimated Assets: $0 to $50,000

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Saguinetti Family Trust   Bank Loan              $1,971,888
c/o Miller Nash LLP
601 Union St., Ste. 4400
Seattle, WA 98101-1367

The petition was signed by Richard Bruce Blackwell, manager
member.


MOUNTAIN PROPERTY: Hires James Sullivan as Attorney
---------------------------------------------------
Mountain Property Development, Inc. asks permission from the U.S.
Bankruptcy Court to employ the Law Offices of James M. Sullivan as
attorney.  The Debtor attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The Debtor agrees to deposit with James Sullivan, Esq., an initial
retainer of $20,000.  The hourly charges will be charged against
the Retainer.

Mr. Sullivan will charge $325 per hour.  Paralegal and law clerks
will charge $150 an hour.

Mountain Property Development, Inc., filed a bare-bones Chapter 11
petition (Bankr. N.D. Calif. Case No. 12-53090) in San Jose,
California, on April 24, 2012.  Los Gatos, California-based
Mountain Property estimated assets and debts of $10 million to
$50 million.  Principal assets are located in Steamboat Springs,
Colorado.  The Law Offices of James M. Sullivan serves as the
Debtor's counsel.  Judge Charles Novack presides over the case.


NORAM RESOURCES: Court Trims Chapter 7 Trustee's Lawsuit v. Huff
----------------------------------------------------------------
Bankruptcy Judge Marvin Isgur granted, in part, and denied, in
part, a second motion to dismiss filed by defendants in the
lawsuit, WILLIAM G. WEST, Plaintiff(s), v. WRH ENERGY PARTNERS
LLC., et al., Defendants, Adv. Proc. No. 10-3703 (Bankr. S.D.
Tex.).  Mr. West, the chapter 7 trustee for Ausam Energy
Corporation and Noram Resources, Inc.. sued Ausam/Noram's
prepetition creditor, Huff Energy Fund LP, and Barry Borak, a
former director of Ausam, for breach of fiduciary duty and civil
conspiracy.  The Court has already dismissed most of the claims
against Huff on the basis of res judicata, as reported by the
Troubled Company Reporter on Jan. 4, 2012.  The Defendants filed a
second motion to dismiss on the basis of judicial estoppel and res
judicata.  In his June 27, 2012 Memorandum Opinion available at
http://is.gd/hqAjMXfrom Leagle.com, Judge Isgur dismissed the
Chapter 11 Trustee's equitable subordination, civil conspiracy,
and vicarious liability claims against Huff.  The Court denies the
motion to dismiss as to all other claims.

Ausam Energy Corp. and Noram Resources Inc. filed chapter 11
bankruptcy petitions (Bankr. S.D. Tex. Case Nos. 08-38222 and
08-38223) on Dec. 30, 2008.  The cases were converted to chapter 7
cases on Feb. 26, 2009.  William West was appointed chapter 7
trustee on Feb. 27, 2009.


NORTHWEST AIRLINES: Dispute Over Claim Sale Goes to Trial
---------------------------------------------------------
The Supreme Court of Alaska vacated a superior court order binding
the sale of an unsecured claim against Northwest Airlines to a
distressed debt buyer, and remanded the case for further trial.

Anchorage, Alaska-based Airline Support Inc. provides support
services for airlines, including Northwest Airlines, at the Ted
Stevens Anchorage International Airport in Anchorage.  At the time
of the bankruptcy filing, Northwest owed Airline Support $62,071.
After the filing, Airline Support continued to provide services to
Northwest and bill for those services.

In May 2006, New York-based ASM Capital II, L.P., which invests in
the claims of unsecured creditors, offered to acquire Airline
Support's claim for $19,862.72, which was 32% of the claim's face
value.  ASM's letter was addressed to the credit manager and was
sent to the corporate offices.  Upon receiving the envelope, the
Alaska corporation forwarded it unopened to the manager of its
accounts receivable department in Georgia.  The manager executed
the enclosed assignment agreement and returned it back to ASM,
which then sent a check in payment for the claim.  Airline Support
eventually filed suit in superior court to have the agreement set
aside, saying the manager was not authorized to execute the deal.
The superior court declined to do so.

The Supreme Court, however, held that there is a genuine issue of
fact as to whether the manager of the accounts receivable
department had apparent authority to execute the agreement as a
matter of law.

The Supreme Court's order also indicates ASM has racked up
$21,247.94 in attorney's fees responding to Airline Support's
challenge of the claim transfer in bankruptcy court.

Charles E. Tulin, Esq., in Anchorage, represents Airline Support.

ASM is represented in the case by:

          Allen F. Clendaniel, Esq.
          SEDOR, WENDLANDT, EVANS & FILIPPI, LLC
          500 L Street, Suite 500
          Anchorage, Alaska 99501
          Telephone: 907-677-3600
          Facsimile: 907-677-3605
          E-mail: clendaniel@alaskalaw.pro

The case is AIRLINE SUPPORT, INC., Appellant and Cross-Appellee,
v. ASM CAPITAL II, L.P., Appellee and Cross-Appellant, No. 6685,
Supreme Court Nos. S-13584/13593 (Alaska).  A copy of the Supreme
Court's June 29, 2012 Opinion is available at http://is.gd/ig674A
from Leagle.com.

                 About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--
once the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures, filed for Chapter 11 protection together
with 12 affiliates (Bankr. S.D.N.Y. Lead Case No. 05-17930) on
Sept. 14, 2005.  Bruce R. Zirinsky, Esq., and Gregory M. Petrick,
Esq., at Cadwalader, Wickersham & Taft LLP in New York, and Mark
C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington, represented the Debtors in their restructuring
efforts.  The Official Committee of Unsecured Creditors retained
Scott L. Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C. as its bankruptcy counsel in the Debtors' chapter 11 cases.
When the Debtors filed for bankruptcy, they disclosed $14.4
billion in total assets and $17.9 billion in total debts.  On Jan.
12, 2007, the Debtors filed with the Court their chapter 11 plan.
On Feb. 15, 2007, the Debtors filed an amended plan and disclosure
statement.  The Court approved the adequacy of the Debtors'
amended disclosure statement on March 26, 2007.  On May 21, 2007,
the Court confirmed the Debtors' amended plan.  That amended plan
took effect May 31, 2007.  In October 2008, Northwest Airlines
merged into Delta Air Lines to form the world's largest carrier.


NXT ENERGY: Reports C$338,000 Net Income in Q1 2012
---------------------------------------------------
NXT Energy Solutions Inc. reported net income of C$337,928 on
C$2,815,320 of revenues for the three month period ended March 31,
2012, compared with a net loss of C$792,717 on C$0 revenue for the
corresponding period of 2011.

The Company's balance sheet at March 31, 2012, showed C$5,047,006
in total assets, C$2,458,402 million in total liabilities, and
stockholders' equity of C$2,588,604.

KPMG LLP, in Calgary, Canada, expressed substantial doubt about
NXT's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has experienced losses
and negative cash flow from operations over the past several years
and has traditionally had minimal working capital.  "NXT
recognizes that current working capital and contracts in process
may not be sufficient to support the operations beyond the next
twelve months without generating significant additional revenues
and / or capital."

A full-text copy of the interim financial statements for the three
month period ended March 31, 2012, is available for free at:

http://is.gd/9uWRWI

A full-text copy of the interim Management's Discussion and
Analysis of the interim financial statements for the three-month
period ended March 31, 2012, is available for free at:

http://is.gd/MjKl8V

NXT Energy Solutions Inc. (TSX-V: SFD; OTC BB: NSFDF) is a Calgary
based company whose proprietary airborne Stress Field Detection
("SFD(R)") survey system provides a proprietary survey method that
can be used both onshore and offshore to remotely identify
potential hydrocarbon traps and reservoirs.  The SFD(R) survey
system enables the Company's clients to focus their hydrocarbon
exploration decisions concerning land commitments, data
acquisition expenditures and prospect prioritization on areas with
the greatest potential.


OILSANDS QUEST: Gets Extension of CCAA Stay Until Aug. 31
---------------------------------------------------------
Oilsands Quest Inc. received approval from the Court for the
expansion of Ernst & Young Inc.'s role and an extension to
Aug. 31, 2012, of the order from the Court providing creditor
protection under the CCAA.  On June 29, 2012, the Monitor
exercised his expanded powers to terminate the Company's officers
and employees.

Oilsands Quest continues to work with its advisor, TD Securities
Inc., to review various bids submitted under the previously
announced solicitation process to find investors to acquire,
restructure or recapitalize the Company's business.  The Company
believes that some of the bids received could, if subject to
further negotiation, be capable of being brought before the court
for approval.

Negotiations with certain bidders are ongoing and Oilsands Quest
and its court appointed monitor, Ernst & Young Inc., have agreed
that the best interests of the Company and its stakeholders would
be served by transferring responsibility for managing the
Company's operations to the Monitor to reduce operating costs.

As part of limiting of activities to focus on the sale and
distribution process, Oilsands Quest will not be pursuing its
proposed listing on the Canadian National Stock Exchange.
Trading in the common shares of Oilsands Quest remains halted on
NYSE MKT.  On June 29, 2012, the Company's shares of common stock
were delisted from the NYSE MKT.

Each of Ronald Blakely, Chairman of the Board, Paul Ching, and
Brian MacNeill resigned from the Board of Directors.  Messrs.
Blakely, Ching and MacNeill's resignations became effective upon
the Court's approval of the order to expand the Monitor's role.

                       About Oilsands Quest

Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licenses, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.

The Company reported a net loss of US$10.3 million for the six
months ended Oct. 31, 2011, compared with a net loss of
US$25.1 million for the six months ended Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed
US$156.6 million in total assets, US$33.3 million in total
liabilities, and stockholders' equity of US$123.3 million.  As at
Oct. 31, 2011, the Company had a deficit accumulated during the
development phase of US$721.7 million.

On Nov. 29, 2011, the Company and certain of its subsidiaries
voluntarily commenced proceedings under the CCAA obtaining an
Initial Order from the Court of Queen's Bench of Alberta (the
"Court"), in In re Oilsands Quest, Inc., et al., Case No. 1101-
16110.

The CCAA Proceedings were initiated by: Oilsands Quest, Oilsands
Quest Sask Inc., Township Petroleum Corporation, Stripper Energy
Services, Inc., 1291329 Alberta, Ltd., and Oilsands Quest
Technology, Inc.

Under the Initial Order, Ernst & Young, Inc., was appointed by the
Court to monitor the business and affairs of the Oilsands
Entities.  Neither of Oilsands' other subsidiaries, 1259882
Alberta, Ltd., and Western Petrochemical Corp., have filed for
creditor protection.

The Company's common shares remain halted from trading until
either a delisting occurs or until the NYSE Amex permits the
resumption of trading.


OLYMPIC HOLDINGS: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Olympic Holdings, LLC.
        303 South Robertson Boulevard
        Beverly Hills, CA 90211

Bankruptcy Case No.: 12-32707

Chapter 11 Petition Date: June 29, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: M. Jonathan Hayes, Esq.
                  LAW OFFICE OF M. JONATHAN HAYES
                  9700 Reseda Boulevard, Suite 201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  E-mail: jhayes@hayesbklaw.com

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

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

The petition was signed by Mark Slotkin, managing member.

Debtor's List of Its 16 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Dauss Funding, LLC                 --                     $624,000
21700 Oxnard Avenue, #850
Tarzana, CA 91356

Good Fellas, Inc.                  Tenant Deposit          $28,300
1849 E. 50th Street
Los Angeles, CA 90004

Milano Knit Corp.                  Tenant Deposit          $20,520
4851 S. Alameda Street, Unit B
Los Angeles, CA 90058

AAA Bags and Supply                Tenant Deposit          $18,200

L.A. DWP                           --                      $16,200

P&R Pallets, Inc.                  Tenant Deposit          $14,800

Flat Iron Capital                  --                      $12,371

Fred Maidenberg, CPA               --                      $10,000

Two Dolloar Clothing               Tenant Deposit           $7,250

APEX Security                      --                       $2,625

ADP Security                       --                         $688

Rene Valdez                        --                         $400

Western Exterminator               --                         $198

Athens Services                    --                         $188

California Secretary of State      --                          $28

William Johnson, Esq.              --                      Unknown


PANDA TEMPLE: S&P Assigns Preliminary 'B+' Rating
-------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
rating and preliminary '2' recovery rating to Panda Temple Power
LLC's (Temple) $214.84 million first-lien term loan A, $75 million
term loan B, $10.16 million letter of credit facility and, $5
million working capital facility. The preliminary '2' recovery
rating indicates substantial recovery (70% to 90%) of principal in
a default scenario. Cross-default provisions exist between the
term loan A and term loan B and all the debt is pari passu. The
outlook is stable.

"Our rating reflects the project's construction risk, exposure to
merchant energy prices, and a high degree of sensitivity to
capacity factors and market heat rates," said Standard & Poor's
credit analyst Manish Consul.

The project will use loan proceeds to build the Panda Temple Power
Plant, a nominal 758 megawatt (MW) natural gas-fired facility
located in Temple, Texas.

The unit will dispatch into the North sub-region of the Electric
Reliability Council of Texas (ERCOT) interconnect. The preliminary
ratings are subject to final structure and document review.

The stable outlook on the debt ratings reflects fairly steady cash
flow through 2018 due to hedging positions and favorable cash flow
prospects thereafter given asset efficiency and expected
retirement of aged coal capacity.  "A downgrade is possible if our
expectation of debt at maturity changes to greater than about $400
per kW and if debt service coverage ratios steadily decline below
1.1x. This would likely result from construction delays, lower-
than-expected spark spreads or operational performance, or higher
operating and maintenance costs. An upgrade would require a large
and sustainable improvement in merchant market prices that would
reduce refinance risk to below $100 per kW," S&P said.


PEMCO WORLD: Court OKs Kirkland & Ellis as Corp. & Labor Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court approved Kirkland & Ellis LLP as Special
Counsel for Corporate, Labor and Employee Benefits, Tax and
Environmental Matters to Pemco World Air Services.

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15 the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.


PEMCO WORLD: Sun Aviation Gets OK to Hire Cross & Simon as Counsel
------------------------------------------------------------------
Sun Aviation Services, LLC sought and obtained approval from the
U.S. Bankruptcy Court to employ Cross & Simon, LLC, as bankruptcy
counsel, nunc pro tunc to April 13.

C&S's current hourly rates are:

         Partners and Counsel       $450
         Associates                 $275-$375
         Paraprofessionals          $170

                   About Pemco World Air Services

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15 the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.


PEMCO WORLD: Deloitte Approved as Committee's Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Pemco World Air
Services, Inc., et al., sought and obtained permission from the
Bankruptcy Court to retain Deloitte Financial Advisory Services
LLP as its financial advisor.  Deloitte will, among other things:

   (a) assist and advise the Committee in connection with its
       identification, development, and implementation of
       strategies related to the Debtors' business plan and other
       matters, as agreed, relating to the restructuring of the
       Debtors' business operations;

   (b) assist the Committee in understanding the business and
       financial impact of various operational, financial, and
       strategic restructuring alternatives on the Debtors;

   (c) assist the Committee in its analysis of the Debtors'
       financial restructuring process, including its review of
       the Debtors' development of plans of reorganization and
       related disclosure statements; and

   (d) advise the Committee as it assesses the Debtors' executory
       contracts, including assumption versus rejection
       considerations.

To the best of the Committee's knowledge, Deloitte does not have
any connection with the Debtors, their significant creditors, or
any other party-in-interest.

The professional fees of Deloitte will be based on an hourly
billing rate of $420 per hour for all staff.  Paraprofessionals
will be billed at the hourly rate of $125.  In addition, Deloitte
will seek reimbursement of actual, necessary and reasonable
expenses, including travel, report production, delivery services,
and other costs incurred in providing the services.

                   About Pemco World Air Services

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15 the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.


PEMCO WORLD: July 20 Set as General Claims Bar Date
---------------------------------------------------
The Bankruptcy Court established deadlines for filing proofs of
claim against the Pemco World Air Services debtors.  Creditors
must file proofs of claim by July 20, 2012, at 4:00 p.m.  Each
Governmental Unit holding or asserting a claim against the Pemco
Debtors that arose prior to the Petition Date must file a proof of
claim on or before Sept. 5, 2012, at 4:00 p.m.

                 About Pemco World Air Services

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15 the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.


PERIAMA HOLDINGS: Fitch Withdraws 'B' LT Foreign Currency IDR
-------------------------------------------------------------
Fitch Ratings has withdrawn US-based Periama Holdings LLC's (PHL)
Long-Term Foreign-Currency Issuer Default Rating of 'B', which was
on a Stable Outlook. The agency has also withdrawn the 'B' and
'RR4' ratings on PHL's USD75 million senior secured long-term
debt.

The ratings have been withdrawn due to lack of adequate
information. Fitch will no longer provide ratings or analytical
coverage of PHL.


PETER DEHAAN: Files for Chapter 11 in Oregon
--------------------------------------------
Peter DeHaan Holsteins, LLC, an agricultural service provider from
Gaston, Oregon, filed a Chapter 11 petition (Bankr. D. Ore. Case
No. 12-35080) on June 29, 2012.

The Debtor estimated assets of $10 million to $50 million and
liabilities of up to $10 million.

Peter DeHaan from Dayton, Oregon, owns 100% of the Debtor.

According to the case docket, the exclusive period to propose a
Chapter 11 plan expires Oct. 29, 2012.

The Debtor is represented by Jeffrey C. Misley, Esq., at Sussman
Shank LLP, in Portland.


PETER DEHAAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Peter DeHaan Holsteins, LLC
        22180 Lafayette Highway NW
        Salem, OR 97304

Bankruptcy Case No.: 12-35080

Chapter 11 Petition Date: June 29, 2012

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: Jeffrey C. Misley, Esq.
                  SUSSMAN SHANK LLP
                  1000 SW Broadway, #1400
                  Portland, OR 97205
                  Tel: (503) 227-1111
                  E-mail: jeffm@sussmanshank.com

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

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

The petition was signed by Peter DeHaan, owner/member.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Laughlin Cartrell, Inc.            Trade                  $143,405
P.O. Box 399
Carlton, OR 97111

Berger Seed                        Trade                  $105,835
16720 Bellvue Highway
McMinnville, OR 97128

Sitton Bros                        Trade                   $61,228
6805 Hill Road
Carlton, OR 97111

Grauer                             Trade                   $60,823

Land O Lakes                       Trade                   $58,104

DeTray Cattle Company              Trade                   $56,200

BET Enterprises Inc.               Trade                   $51,289

Northwest Seed & Supply Inc.       Trade                   $50,000

Wilbur-Ellis Co.                   Trade                   $47,519

Dinsale Farm & Equipment LLC       Trade                   $47,422

Russ Bernards                      Trade                   $41,693

Wilco Farmers                      Trade                   $40,000

Christensen Farms, LLC             Trade                   $39,347

DeLaval                            Trade                   $30,816

Hoodview Farms                     Trade                   $28,987

Crop Production Services           Trade                   $25,626

TJB Farm LLC                       Trade                   $18,895

Silver Shadow Angus Ranch          Trade                   $18,600

Valley Dairy Inc.                  Veterinary Services     $18,571

WW Feed LLC                        Trade                   $17,636


PHARMACEUTICAL RESEARCH: Moody's Withdraws 'B2' CFR & 'B3' PDR
--------------------------------------------------------------
Moody's Investors Service withdrew all ratings of Pharmaceutical
Research Associates, Inc., a subsidiary of PRA International
(collectively, "PRA"). Pharmaceutical Research Associates, Inc.
was going to issue debt in order to refinance all existing debt of
PRA. However, the company cancelled the proposed refinancing due
to unfavorable credit market conditions.

Existing ratings on PRA International, including the B2 Corporate
Family Rating, and stable outlook remain unchanged. However,
Moody's notes that PRA's liquidity will be constrained over the
next twelve months by the covenants in PRA's existing credit
facility. The leverage covenant has stepped down aggressively and
continues to tighten over the next year. Moody's expect PRA will
remain compliant with its covenants given its ability to repay
debt with cash to reduce leverage. However, there will not be a
significant amount of cushion to absorb an unexpected operational
short-fall. Liquidity is supported by cash of $65 million at March
31, 2012 and Moody's expectation of positive free cash flow.
Because of covenant limitations Moody's expects PRA's access to
its revolver will effectively be limited.

Summary of Moody's actions:

Pharmaceutical Research Associates, Inc.

Withdrew B1 (LGD 3, 30%) of proposed $40 million senior secured
revolving credit facility, due 2017

Withdrew B1 (LGD 3, 30%) of proposed $370 million senior secured
Term Loan B, due 2018

Withdrew the B2 Corporate Family Rating

Withdrew the B3 Probability of Default Rating

The principal methodology used in rating PRA 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.

PRA International is a contract research organization ("CRO") that
assists pharmaceutical and biotechnology companies in developing
drug compounds, biologics, and drug delivery devices and gaining
necessary regulatory approvals. The company was acquired by
Genstar Capital in 2007. PRA generated net service revenues of
approximately $568 million for the twelve months ended March 31,
2012.


PINNACLE AIRLINES: Court Approves NSB as Restructuring Advisor
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York approved the engagement of NSB Aviation, LLC, to provide
financial and restructuring consulting services to Pinnacle
Airlines Corp.

As provided in the Engagement Letter, the Company will pay to NSB
a monthly retainer of $57,000, prorated for any partial months.
The Company will also reimburse NSB for actual expenses incurred
in connection with the provision of its services to the Company.
The term of the Engagement Letter continues until the Company's
emergence from its voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code, or until terminated by
either party, with a minimum term of five months beginning June
2012.

The Company may terminate the Engagement Letter without cause, as
defined in the Engagement Letter, upon thirty days' prior written
notice after expiry of the minimum five-month term.  The Company
may terminate the Engagement Letter with Cause at any time,
provided that the Company provide NSB with fifteen days to remedy
any curable default.  NSB may terminate the Engagement Letter upon
thirty days' prior written notice to the Company, provided that
termination is approved by the United States Bankruptcy Court, if
necessary.

On June 25, 2012, Steven A. Rossum, 49, was appointed to serve as
the Chief Restructuring Officer of the Company.  According to the
Engagement Letter, Mr. Rossum will advise management and the Board
and work with the Company to achieve cost targets contemplated by
the Company's business plan.

Mr. Rossum will report to and take direction from the CEO and
Board of the Company.  As CRO, Mr. Rossum will provide overall
leadership of the Company's restructuring process and will assist
management in the design and implementation of the restructuring
strategy.

Mr. Rossum will not be an employee of the Company, as his services
will be provided through NSB as an independent contractor.  Mr.
Rossum will be afforded indemnification and coverage under the
Company's D&O insurance policies to the same extent as the
Company's senior management.

Since July 2011, Mr. Rossum served as Executive Vice President,
Chief Financial Officer and General Counsel of National Air Cargo
Holdings.  Previously, Mr. Rossum was employed by AirTran
Holdings, Inc., since 2008 as Executive Vice President of
Corporate Development and Finance and most recently as Executive
Vice President, General Counsel and Secretary.  Mr. Rossum
previously served as Vice President and Treasurer of Airtran from
1999 to 2001.  From 2001 to September 2008, Mr. Rossum held a
number of senior positions with ASTAR Air Cargo and its
predecessor by merger DHL Airways and was Executive Vice
President, Chief Corporate Officer, Chief Financial Officer and
General Counsel of the cargo airline.  He previously held legal
and financial management positions with Reno Air, US Airways, and
World Airways and practiced aviation and finance law with major
law firms in Atlanta, Georgia.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


PRIME GLOBAL: Reports $281,000 Net Income in April 30 Quarter
-------------------------------------------------------------
Prime Global Capital Group Incorporated filed its quarterly report
on Form 10-Q, reporting net income of $347,515 on $614,728 of
revenues for the three months ended April 30, 2012, compared with
net income of $167,325 on $496,456 of revenues for the three
months ended April 30, 2011.

The Company reported net income of $281,319 on $863,124 of
revenues for the six months ended April 30, 2012, compared with
net income of $190,331 on $1.24 million of revenues for the six
months ended April 30, 2011.

The Company's balance sheet at April 30, 2012, showed
$17.19 million in total assets, $2.91 million in total
liabilities, and stockholders' equity of $14.28 million.

"The Company has committed and contracted for the acquisition of
Dunford Corporation Sdn. Bhd. and the purchase of land for
development, which are expected to be completed in the next twelve
months," the Company said in the filing.  "As of April 30, 2012,
the Company has approximately $9.2 million available cash balance,
which may not be sufficient to meet its working capital needs in
light of the $19.9 million required to consummate its land
acquisitions in the coming months.  The Company plans to obtain
the additional capital from its shareholders or external
financing.  However, there can be no assurance that the Company
will be able to obtain sufficient funds to meet with its
obligations on a timely basis."

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

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

                       http://is.gd/LHZv0O

Kuala Lumpur, Malaysia-based Prime Global Capital Group
Incorporated, through its subsidiary, Union Hub Technology Sdn.
Bhd., provides information technology consulting and programming
services in Malaysia.


QUANTITATIVE ALPHA: Posts C$1.02 Million Net Loss in Q1 2012
------------------------------------------------------------
Quantitative Alpha Trading Inc. reported a net loss of
C$1,018,206 on C$19,749 of licensing revenue for three months
ended March 31, 2012, compared with a net loss of C$1,643,609 on
C$0 revenue for the same period last year.

The Company's balance sheet at March 31, 2012, showed C$7,840,846
in total assets, C$423,044 in total current liabilities, and
stockholders' equity of C$7,417,802.

The Company has not attained profitable operations and as a result
has relied on the equity markets to fund its activities.

A copy of the Company's interim financial statements is available
for free at http://is.gd/TZcXK6

A copy of Management?s Discussion and Analysis for the three
months ended March 31, 2012, is available for free at:

                        http://is.gd/LK8MYT

Headquartered in Toronto, Quantitative Alpha Trading Inc.
(formerly known as RTN Stealth Software Inc.) is a public company
incorporated in the Province of British Columbia, Canada, and was
continued into Ontario during the current year.

The Company has expanded operations into the United States through
its wholly owned US subsidiary, Quantitative Alpha Trading (USA),
LLC, ("QAT USA") and has hired Benjamin Chesir as President and
Chief Operating Officer of US operations.  The Company commenced
US operations in the fourth quarter of 2011.

The Company is in the business of developing and licensing
sentiment based proprietary trading software for the institutional
trading and money manager markets.




QUANTUM HOME: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Quantum Home Care, LLC
        aka Quantum Home Care
        3100 Lee Trevino, Ste. C-1
        El Paso, TX 79936

Bankruptcy Case No.: 12-31209

Chapter 11 Petition Date: June 29, 2012

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: E.P. Bud Kirk, Esq.
                  Terrace Gardens
                  600 Sunland Park Drive, Bldg 4, #400
                  El Paso, TX 79912
                  Tel: (915) 584-3773
                  E-mail: budkirk@aol.com

Scheduled Assets: $696,244

Scheduled Liabilities: $2,155,224

A copy of the Company's list of its 15 largest unsecured creditors
is available for free at http://bankrupt.com/misc/txwb12-31209.pdf

The petition was signed by Rogelio Velez, president/CEO.


RANCHER ENERGY: Delays Form 10-K for Fiscal 2012
------------------------------------------------
Rancher Energy, Inc.'s annual report on Form 10-K for the year
ended March 31, 2012, could not be filed within the prescribed
time period.  The Company said it is in the process of preparing
and reviewing the financial information and compiling and
disseminating the information required to be included in the Form
10-K for the period.  The Company expects to file its report on
Form 10-K as soon as reasonably possible.

                       About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  Through March 2011, the Company
operated four oil fields in the Powder River Basin, Wyoming.

The Company was formerly known as Metalex Resources, Inc., and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
was incorporated in the State of Nevada on Feb. 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection (Bankr.
D. Colo. Case No. 09-32943) on Oct. 28, 2009.  In its petition,
the Company estimated assets and debts of between $10 million and
$50 million each.

The Debtor is represented by Michael J. Guyerson, Esq. and
Christian C. Onsager, Esq., at Onsager, Staelin & Guyerson, LLC.

The Company sold substantially all of its assets effective
March 1, 2011, to Linc Energy Petroleum (Wyoming), Inc. in
exchange for $20 million cash plus other potential future
consideration up to $825,000, and subject to other adjustments.
The deal was approved Feb. 24, 2011.

As reported in the Troubled Company Reporter on March 25, 2011,
the Company delivered to the Bankruptcy Court a first amended
Chapter 11 plan of reorganization, and first amended disclosure
statement explaining that plan.


RE LOANS: Taps Gibson Dunn as General Reorganization Counsel
------------------------------------------------------------
R.E. Loans, LLC, et al., seek permission from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Gibson, Dunn &
Crutcher, LLP, jointly with Stutman, Treister & Glatt P.C., as
general reorganization counsel effective May 24, 2012.

On May 24, 2012, Jeffrey C. Krause joined Gibson Dunn's Los
Angeles office as a partner in the firm's Business Restructuring
and Reorganization Practice Group.  Prior to joining Gibson Dunn,
Mr. Krause was a senior shareholder of ST&G, where he and other
members, associates, and attorneys of counsel to ST&G served as
the Debtors' general reorganization counsel since the commencement
of these cases in September 2011.  Mr. Krause and ST&G also
provided pre-bankruptcy and insolvency advice to the Debtors
beginning in February 2010.

The Debtors have been informed that Mr. Krause is now a partner at
Gibson Dunn and is no longer a shareholder of ST&G.  Given Mr.
Krause's integral role in these cases, coupled with Gibson Dunn's
expertise in insolvency, reorganization, and bankruptcy law, the
Debtors seek to employ Gibson Dunn as joint general reorganization
counsel with ST&G.

The Debtors and Gibson Dunn understand the need to avoid
duplication of services provided by the Debtors' legal counsel.
Mr. Krause has diligently monitored ST&G's services throughout
these cases and coordinated with the Debtors' other professionals,
including the Debtors' co-counsel, Gardere Wynne Sewell LLP, to
avoid duplication.  Since joining Gibson Dunn, Mr. Krause has
remained in constant communication with the Debtors, Gardere and
ST&G to ensure uninterrupted service to the Debtors during this
critical time in these cases.  Gibson Dunn associates will be
engaged only as new tasks arise that do not require an extensive
historical knowledge of these cases.

Gibson Dunn will be compensated at these hourly rates:

      Jeffrey C. Krause Partner             $825*
      Amanda M. Hendy Associate             $555
      Genevieve G. Weiner Associate         $555

* This is the rate at which Mr. Krause's time was billed during
  2011, when he was a senior shareholder at ST&G, not the higher
  rate at which Gibson Dunn bills for his time now.

Jeffrey C. Krause, Esq., a partner at Gibson Dunn, attests to the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                         About R.E. Loans

R.E. Loans, LLC, was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  James A. Weissenborn at
Mackinac serves as R.E. Loans' chief restructuring officer.  The
Debtors tapped Hines Smith Carder as their litigation and outside
general counsel.  The Debtors tapped Alixpartners, LLP as noticing
agent, and Latham & Watkins LLP as special counsel in real estate
matters.  R.E. Loans disclosed $713.6 million in assets and
$886.0 million in liabilities as of the Chapter 11 filing.

Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Official Committee of Note Holders as counsel.

The Debtors' Plan provides that the rights of the Noteholders and
the Holders of General Unsecured Claims will depend on whether the
Noteholders vote to accept the Plan and implement the Plan
Compromise.  No payments will be made by the Reorganized Debtors
on account of any Allowed Claims (other than Secured Tax Claims)
until the Wells Fargo Exit Facility is indefeasibly paid in full
in Cash.


RESIDENTIAL CAPITAL: Wins Nod to Pay Taxes and Fees
---------------------------------------------------
Judge Martin Glenn authorized Residential Capital LLC and its
affiliates, on a final basis, to pay all taxes and regulatory fees
owing to taxing authorities, in the ordinary course of business.
The Debtors will provide notice to the U.S. Trustee and to the
Official Committee of Unsecured Creditors for payment in excess of
$1,250,000.

The Debtors may elect to prefer trust fund taxes or other Taxes
and Regulatory Fees, including taxes as to which their officers
and directors may have personal liability in the event of
nonpayment by the Debtors.

The Debtors are further authorized to make the Credit Card
Payments for postpetition amounts that accrue in the ordinary
course of business, but may not make payments to AFI on account
of prepetition tax obligations or, any Income Tax Payments
without further order of the Court.  With the written consent of
the Creditors' Committee, or upon further order of the Court, the
Debtors may reimburse Ally for other payments of post-petition
Taxes and Regulatory Fees made by Ally on the Debtors' behalf.

The order is without prejudice to the Debtors' right to seek
Court authority to make the AFI Payments for any prepetition
amounts that accrue in the ordinary course of business.

All applicable banks and other financial institutions are
authorized and directed to receive, process, honor and pay any
and all checks evidencing amounts paid by the Debtors pursuant to
the Motion, whether presented prior to or after the Petition
Date.  To the extent the Debtors have not yet sought to remit
payment to the Authorities, the Debtors are authorized, but not
directed, to issue checks or provide for other means of payment
to the Authorities, to the extent necessary to pay the Taxes and
Regulatory Fees.

Before entry of the final order, the Creditors' Committee
initially had an objection to the Debtors' request to pay
prepetition and postpetition amounts under the Tax Sharing
Agreement with AFI.  After subsequent discussions with the
Debtors' counsel, however, the Creditors' Committee said it
understands that the Debtors are no longer seeking approval of any
relief with respect to the Tax Sharing Agreement, and will not be
paying the amounts due under the agreement on June 15, 2012.  With
those modifications, the Creditors' Committee has no objection to
the relief sought in the Tax Motion.

The Debtors submitted to the Court a revised proposed order
reflecting those modifications.  The Court entered the revised
proposed order on June 15, 2012.

                           About ResCap

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.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

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.

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 ENTERTAINMENT: Debt Trades at 14% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Revel
Entertainment Group LLC is a borrower traded in the secondary
market at 85.40 cents-on-the-dollar during the week ended Friday,
June 29, 2012, a drop of 1.63 percentage points from the previous
week according to data compiled by Loan Pricing Corp. and reported
in The Wall Street Journal.  The Company pays 750 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Feb. 15, 2017, and carries Moody's B3 rating and Standard &
Poor's B rating.  The loan is one of the biggest gainers and
losers among 142 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Revel Entertainment Group, LLC -- http://www.revelinac.com/-- is
a gaming and entertainment company that is developing a $2.4
billion beachfront casino entertainment resort project in Atlantic
City, which is expected to open in mid-2012.  The company was
founded in 2006 and is based in Atlantic City, N.J.


RICHFIELD OIL: Posts $2.1 Million Net Loss in Q1 2012
-----------------------------------------------------
Richfield Oil & Gas Company filed its quarterly report on Form
10-Q, reporting a net loss of $2.13 million on $219,861 of
revenues for the three months ended March 31, 2012, compared with
a net loss of $1.32 million on $262,516 of revenues for the same
period last year.

The Company's balance sheet at March 31, 2012, showed
$16.87 million in total assets, $7.63 million in total
liabilities, and stockholders' equity of $9.24 million.

Mantyla McReynolds LLC, in Salt Lake City, Utah, expressed
substantial doubt about Richfield Oil's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has incurred substantial losses from operations causing
negative working capital and negative operating cash flows.

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

                       http://is.gd/6IYkz5

Salt Lake City-based Richfield Oil & Gas Company is an oil and gas
exploration and production company with ten projects in Utah,
Kansas, Oklahoma and Wyoming.  The Company is currently producing
oil from four projects in Kansas, which includes the Koelsch #25-1
Well located within the Koelsch project that was most recently put
into production on April 20, 2012.  The Company currently has one
project located in Sanpete County, Utah with one well the Company
refers to as the "Liberty #1 Well," that is in the completion
stage of development.


RIVER CANYON: Has Final Authorization to Access DIP Financing
-------------------------------------------------------------
Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the
District of Colorado authorized River Canyon Real Estate
Investments, LLC, to borrow up to $1.5 million on a final basis,
under a Secured Promissory Note and Secured DIP Lending Agreement
from Lazarus Investments, LLC, to fund operations during the
Chapter 11 case.

According to papers filed by the Debtor, the members of Lazarus
are affiliated with River Canyon, and their decision to provide
the DIP facility evidences their continued commitment to the
Ravenna project, its creditors, homeowners, lot owners, and
Club Members.

Absent an Event of Default, outstanding obligations under the
Lending Agreement will accrue interest at 14%.  Following
an Event of Default, the interest rate for the outstanding
obligations will be increased to 16%.

The loan will mature on the earliest of (a) the date a
confirmation order is entered confirming a Plan of Reorganization
in the Debtor's Chapter 11 case; (b) the date the loan is
accelerated after an Event of Default; (c) the date the Debtor's
Chapter 11 case is converted to a Chapter 7 case or dismissed; or
(d) one year after the date of the Loan.

Pursuant to the credit agreement, Lazarus will receive (a)
superpriority status over any and all other administrative
expenses; and (b) a valid, perfected, enforceable and nonavoidable
first priority lien in all of the Debtor's right, title and
interest in and to an Advance and Reimbursement Agreement for
Capital Advances By and Between Ravenna Metropolitan District and
River Canyon Real Estate Investments, LLC, and the promissory note
issued pursuant thereto and designated as the "Ravenna
Metropolitan District General Obligation Subordinate Promissory
Note, Series 2009A" in the aggregate principal amount of
$7,000,000.

The DIP liens will be subject to a carve-out for all fees required
to be paid to the Clerk of the Bankruptcy Court and to the Office
of the United States Trustee under 28 U.S.C. Sec. 1930(a) plus
interest at the statutory rate.

            About River Canyon Real Estate Investments

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.

River Canyon filed a Chapter 11 petition (Bankr. D. Colo. Case No.
12-20763) on May 23, 2012, in Denver as part of its settlement
negotiations with lender Beal Bank Nevada, and to preserve the
value of its assets.

At the behest of Beal Bank, Cordes & Company was named, effective
Oct. 15, 2010, as receiver for the 643-acre real estate
development with golf course in Douglas County, Colorado.

The Debtor disclosed assets of $19.7 million and liabilities of
$45.3 million in its schedules.  The property and golf course are
estimated to be worth $11 million, and secures a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  The Debtor is
represented by David Wadsworth, Esq., at Harvey Sender, Esq., in
Sender Wasserman, in Denver.

Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick own most of
the Debtor.  Mr. Jacks, which has a 12.8% membership interest,
signed the Chapter 11 petition.


ROYAL SEATING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Royal Seating, LLC
        dba Uscapes
        dba Spotlight Seating, Spotlight
        dba Royal Seating
        dba Texwood, Texwood Ltd.
        dba Royal Seating, Ltd.
        1110 Industrial Blvd.
        Cameron, TX 76520

Bankruptcy Case No.: 12-60693

Chapter 11 Petition Date: June 28, 2012

Court: United States Bankruptcy Court
       Western District of Texas (Waco)

Judge: Craig A. Gargotta

Debtor's Counsel: Larry E. Kelly, Esq.
                  BEARD KULTGEN BROPHY BOSTWICK
                  DICKSON & SQUIRES, LLP
                  220 Sourth Fourth
                  Waco, TX 76701
                  Tel: (254) 776-5500
                  Fax: (254) 776-3591
                  E-mail: kelly@thetexasfirm.com

Estimated Assets: More than $1 billion

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txwb12-60693.pdf

The petition was signed by Reeder Dossett, manager.


SALON MEDIA: Incurs $4.1 Million Net Loss in Fiscal 2012
--------------------------------------------------------
Salon Media Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $4.09 million on $3.82 million of net revenues for the
year ended March 31, 2012, a net loss of $2.58 million on $4.57
million of net revenues for fiscal 2011, and a net loss of $4.86
million on $4.29 million of net revenues for fiscal year 2010.

The Company's balance sheet at March 31, 2012, showed
$1.55 million in total assets, $14.34 million in total liabilities
and a $12.78 million total stockholders' deficit.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company has suffered recurring
losses and negative cash flows from operations and has an
accumulated deficit of $112.5 million at March 31, 2012, which
raise substantial doubt about the Company's ability to continue as
a going concern.

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

                        http://is.gd/N6uG52

                         About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.


SEP RIVERPARK: Trustee Has OK to Hire Harris & Coffey as Counsel
----------------------------------------------------------------
SEP Riverpark Plaza, L.L.C., by and through its trustee, Michael
E. Deeba, sought and obtained authorization from the U.S.
Bankruptcy Court for the Western District of Oklahoma to employ
Kevin M. Coffey and the law firm Harris & Coffey, PLLC, as
counsel.

Mr. Coffey will be the attorney for the Debtor, but won't act as
the attorney for the Trustee, who will continue to be represented
by his present counsel.

One of the reasons the Trustee seeks to employ Harris & Coffey as
the attorney for the Debtor is because of potential conflicts that
may arise between the Debtor and the trustee.  The Debtor is the
wholly owned subsidiary of Macco Properties, Inc.  The Trustee is
the trustee in the Macco case, and he will continue to have
separate counsel in the Macco case.

Haris & Coffey will be compensated at regular hourly rates for
professional services of the firm, including services for
attorneys up to $250 per hour, which rates may increase
periodically.

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

                   About SEP Riverpark Plaza

Oklahoma City, Oklahoma-based SEP Riverpark Plaza, L.L.C., aka
Riverpark Plaza Apartments, filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Okla. Case No. 10-16832) on Nov. 11, 2010.
According to its schedules, the Debtor disclosed $19.17 million in
total assets and $12.03 million in total liabilities.  On Jan. 13,
2011, Judge Sarah A. Hall authorized the Debtor's employment of
Hiersche Law Firm as its bankruptcy counsel.


SHAMROCK-HOSTMARK: Case Summary & Creditors List
------------------------------------------------
Debtor: Shamrock-Hostmark Princeton Hotel, LLC
        c/o Hostmark Hospitality Group
        1300 E. Woodfield Rd., Suite 400
        Schaumburg, IL 60173

Bankruptcy Case No.: 12-25860

Chapter 11 Petition Date: June 27, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

About the Debtors: Shamrock-Hostmark Andover and four affiliates
                   are units of investment fund Shamrock-Hostmark
                   Hotel Fund that own hotels.  Shamrock-Hostmark
                   Princeton owns the DoubleTree by Hilton Hotel
                   Princeton located in Princeton, New Jersey.
                   Shamrock-Hostmark Texas owns Crowne Plaza Hotel
                   in San Antonio, TX. Shamrock-Hostmark Palm owns
                   Embassy Suites Palm Desert in Palm Desert, CA.
                   Shamrock-Hostmark Andover owns the Wyndham
                   Boston Andover in Andover, MA.  Shamrock-
                   Hostmark Tampa owns the DoubleTree by Hilton
                   Hotel Tampa Airport - Westshore in Tampa, FL.

Debtors' Counsel: David M. Neff, Esq.
                  PERKINS COIE LLP
                  131 South Dearborn, Suite 1700
                  Chicago, IL 60603
                  Tel: (312) 324-8400
                  E-mail: dneff@perkinscoie.com

                         - and ?

                  Eric E. Walker, Esq.
                  PERKINS COIE LLP
                  131 S. Dearborn Street, Suite 1700
                  Chicago, IL 60603
                  Tel: (312) 324-8659
                  Fax: (312) 324-9659
                  E-mail: ewalker@perkinscoie.com

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

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

The petitions were signed by William Gingrich, vice president-CFO,
Hostmark Hospitality Group.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                                 Case No.
        ------                                 --------
Shamrock-Hostmark Texas Hotels, L.P.           12-25874
  Assets: $10 million to $50 million
  Debts: $10 million to $50 million
Shamrock-Hostmark Palm Desert Hotels, LLC      12-25880
  Assets: $10 million to $50 million
  Debts: $10 million to $50 million
Shamrock-Hostmark Andover Hotels, LLC          12-25883
  Assets: $10 million to $50 million
  Debts: $10 million to $50 million
Shamrock-Hostmark Tampa Westshores Hotel, LLC  12-25885
  Assets: $10 million to $50 million
  Debts: $10 million to $50 million

A. Shamrock-Hostmark Andover's List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wyndham Franchise Systems, LLC     --                     $148,123
16574 Collection Center Drive
Chicago, IL 60693

U.S. Foodservice, Inc.             --                      $69,432
222 Otrobando Avenue
Norwich, CT 06360

Edward Don & Company               --                      $21,799
2500 S. Harlem Avenue
North Riverside, IL 60546

Sid Wainer & Son                   --                      $21,150

GDF Suex Energy Resources NA       --                      $21,143

Cambridge Packing Company, Inc.    --                      $15,793

HD Supply Facilities Maintenance   --                      $12,507

Richard Smith, Inc.                --                      $10,399

Greater Lawrence Educ. Collab.     --                       $8,392

O.M.S. LLC                         --                       $5,731

Donabedian Bros., Inc.             --                       $4,162

Ogletree, Deakins, Nash            --                       $3,960

Guest Supply                       --                       $3,636

Dra-Cor Industries, Inc.           --                       $3,506

Greater Merrimack Valley CVB       --                       $3,414

TF Kinnealey Company Inc.          --                       $3,188

United Liquors Ltd.                --                       $3,078

Ecolab                             --                       $2,707

Progressive Gourmet                --                       $2,705

Boston Gourmet Chefs Inc.          --                       $2,660

B. Shamrock-Hostmark Palm's List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Pickard Design Studio              --                      $11,297
3309 Elm Street, Suite 3C2
Dallas, TX 75226

Hotel Systems PRO                  --                       $3,600
280 Interstate North Circle, Suite 600
Atlanta, GA 30339

Lodgenet Interactive Corporation    --                      $3,490
P.O. Box 952141
Saint Louis, MO 63195-2141

Guest Supply                        --                      $3,377

Hilton Supply Management            --                      $2,913

National Wallcovering, Inc.         --                      $2,583

Paper Doll Interiors, Inc.          --                      $2,405

Hilton Hotels Corporation           --                      $2,322

Flooring Innovations                --                      $2,320

Allied Refrigeration, Inc.          --                      $2,067

Verizon California                  --                      $1,612

Securitas Security Services         --                      $1,566

Ecolab                              --                      $1,444

Grainger                            --                      $1,138

Expedia Travel                      --                      $1,000

American Eagle Computer Products    --                        $980

HD Supply Facilities Maint.         --                        $960

Costco Employee Club                --                        $779

Fulton Distributing                 --                        $668

Bestway Laundry Solutions           --                        $660

C. Shamrock-Hostmark Princeton's List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
NOBLE AMERICAS                     --                      $16,540
Noble Americas Energy Solutions
401 West A. Street, Suite 500
San Diego, CA 92101

U.S. Food Service                  --                      $10,918
9399 W. Higgins Road
Rosemont, IL 60018

East Coast Laundry                 --                      $10,524
92 N. Main Street
P.O. Box 324
Windsor, NJ 08561

PSE & G Co.                        --                      $10,250

J. Vrola Inc.                      --                       $4,543

Guest Supply                       --                       $3,613

Seashore Fruit & Produce Co., Inc. --                       $2,538

Modernfold Styles, Inc.            --                       $2,268

PSAV Presentation Services         --                       $2,027

Hilton Hotel Corporation           --                       $1,915

Landscape Maintenance Services,    --                       $1,874
Inc.

Coffee Distributing Corp.          --                       $1,853

M. Slavin & Sons Fish              --                       $1,826

Sprague                            --                       $1,662

Comcast                            --                       $1,563

Travelport                         --                       $1,450

John Mini Distinctive Landscapes,  --                       $1,417
Ltd.

Sipos Bakery                       --                       $1,409

Ecolab Pest                        --                       $1,378

Grainger                           --                       $1,350


D. Shamrock-Hostmark Tampa's List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Cortes Construction Services, LLC  --                      $55,784
2165 Sunnydale Boulevard, Suite C
Clearwater, FL 33765

Climatech Inc.                     --                      $17,926
200 Bilmar Drive
Pittsburgh, PA 15205

Burby Engineering                  --                       $8,846
6208 Sanders Drive
Tampa, FL 33611

Guest Supply                       --                       $7,483

Hilton Hotels Corporation          --                       $3,827

Ogletree, Deakins, Nash, Smoak     --                       $3,380
& Stewart

BF Kennedy Mart                    --                       $3,371

HD Supply Facilities Maintenance   --                       $2,768

Teco People Gas                    --                       $2,589

The Good Earth Company, Inc.       --                       $2,470

Florida Society of Association     --                       $2,444
Executive

Trugreen                           --                       $2,300

A&E Repair                         --                       $1,966

Ecolab                             --                       $1,946

Passageways Assoc. & Events Mgmt.  --                       $1,861

Brennick Brothers, Inc.            --                       $1,764

USA Today                          --                       $1,590

AT&T                               --                       $1,481

Ecolab Pest Elim. Div.             --                       $1,401

Marlin Leasing Corp.               --                       $1,380


E. Shamrock-Hostmark Texas' List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Refinishing Touch              --                      $25,421
9350 Industrial Trace
Alpharetta, GA 30004

Glazier Foods Company              --                      $11,320
P.O. Box 201705
Houston, TX 77216-1705

Micros Systems, Inc.               --                      $11,103
10625 Richmond Avenue, Suite 190
Houston, TX 77042

Burby Engineering                  --                       $5,000

HD Supply                          --                       $4,904

Lodgenet Entertainment Corp.       --                       $4,051

Thyssenkrupp Elevator Corp.        --                       $3,273

American Hotel Register Company    --                       $3,036

Ecolab                             --                       $2,032

PSR                                --                       $1,687

Petty Cash                         --                       $1,565

Hardie's Fruit and Vegetable South --                       $1,522

Sams Club                          --                       $1,398

Wright Express                     --                       $1,261

Staples                            --                       $1,217

Texas Meat Purveyors               --                       $1,117

Mustang Enterprises                --                       $1,081

AT&T                               --                         $924

Sherwin Williams Co.               --                         $833

Cintas ? The Uniform People        --                         $799


SMF ENERGY: Obtains OK to Hire Bayshore as Investment Banker
------------------------------------------------------------
The Bankruptcy Court authorized SMF Energy Corporation and its
affiliates to employ Bayshore Partners, LLC, as their investment
banker.

Bayshore will be paid and will earn an initial fee of $50,000.
Bayshore will be paid a nonrefundable cash fee deemed earned upon
the closing of a Transaction, and payable immediately and directly
from the proceeds of that Transaction, as a necessary and
reasonable cost of that Transaction, equal to 17.5% of the
consideration in excess of the Stalking Horse Bid.

In addition to any fees that may be payable to Bayshore under the
Engagement Agreement, Bayshore will receive reimbursement for
reasonable travel and other out-of-pocket expenses incurred by
Bayshore in performing its services under the Engagement
Agreement, which will not to exceed $15,000 absent prior approval
of the Debtors, Wells Fargo Bank and the Official Committee of
Unsecured Creditors.

                          About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A.,
shut off access to a revolving credit loan and declared a default.
The bank is owed $11.2 million, including $8 million on a
revolving credit secured by all assets.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its Chief Restructuring
Officer.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.  The petition was signed by
Soneet R. Kapila, the CRO.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.


SMF ENERGY: Bast Amron Tapped to Investigate Potential D&O Claims
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of SMF Energy
Corporation and its affiliates seeks permission from the
Bankruptcy Court to retain Brett M. Amron, Esq., and Bast Amron
LLP, as its special litigation counsel.

Prior to being chosen to represent the Committee as special
litigation counsel, Bast Amron represented and continues to
represent Chevron Products Company, a creditor of the Debtors.
Bast Amron does not represent any other creditors or parties-in-
interest in this case, and does not represent or hold any interest
adverse to the estate as relates to the contemplated engagement.
Therefore, Bast Amron does not meet the definition of
"disinterestedness" in Section 101 of the Bankruptcy Code.  Even
so, as special litigation counsel, Bast Amron does not believe
that strict "disinterestedness" is required, only that there be no
conflicts of interest in connection with the particular
engagement, a standard that Bast Amron asserts it successfully
meets.

Bast Amron has agreed to represent the Committee on these terms:

   (a) Investigation - Bast Amron will be paid on an hourly fee
       basis while investigating potential claims against the
       directors and officers of the Debtors through the date of
       service of any written demand.  Bast Amron will also be
       entitled to reimbursement of any out-of-pocket expenses.
       Bast Amron's hourly fees and out-of-pocket expenses will be
       submitted for approval by the Court under the procedures
       governing other professionals then in place.

   (b) Commencement and Prosecution - Should the Committee obtain
       standing and determine that those claims are to be
       prosecuted, from and after service of a written
       demand, Bast Amron has agreed to be compensated on a
       contingency fee basis, earning 35% of the gross recoveries
       resulting from any services performed, plus reimbursement
       of out-of-pocket expenses, including any expert witness
       fees.  Bast Amron will be permitted to seek reimbursement
       of any such expenses under the procedures governing other
       professionals then in place.

   (c) Credit - 50% of any Hourly Fees earned and paid to
       Bast Amron for the Investigation will be credited against
       the Contingency Fee.

                          About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A. shut
off access to a revolving credit loan and declared a default.  The
bank is owed $11.2 million, including $8 million on a revolving
credit secured by all assets.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its Chief Restructuring
Officer.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.  The petition was signed by
Soneet R. Kapila, the CRO.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.


SMF ENERGY: Court OKs Shutts & Bowen as Collections Counsel
-----------------------------------------------------------
SMF Energy Corporation and its affiliates obtained permission from
the Bankruptcy Court to employ Harold E. Patricoff, Esq., and the
law firm of Shutts & Bowen, LLP, under a general retainer, as
their special collections counsel.

The firm's hourly rates are:

   Professional                          Rates
   ------------                          -----
   Harold E. Patricoff (Partner)          $435
   Marcela Lozano (Associate)             $250
   Vivian Bauza (Associate)               $210
   Martha Ferral (Paralegal)              $185
   Daniela Azeredo (Paralegal Assistant)   $50

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A. shut
off access to a revolving credit loan and declared a default.  The
bank is owed $11.2 million, including $8 million on a revolving
credit secured by all assets.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its Chief Restructuring
Officer.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.  The petition was signed by
Soneet R. Kapila, the CRO.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.


SMF ENERGY: Hires Stampler Auctions to Sell Florida Assets
----------------------------------------------------------
SMF Energy Corporation and its affiliates seek permission from the
Bankruptcy Court to employ Harry Stampler and Stampler Auctions
for the sale and liquidation of the assets of the Debtors located
at 200 West Cypress Creek Road, Suite 400, Fort Lauderdale,
Florida 33309 through an auction sale scheduled for July 19, 2012,
at the Property.

Stampler is licensed and bonded as an auctioneer and is authorized
to conduct auctions in the State of Florida for out-of-

state auctioneers and Local Rule 6005-1(B) and is covered by the
Florida Auctioneer Recovery Fund.  In addition, the Auctioneer has
posted a blanket bond in the amount of $100,000.

The maximum amount of costs and expenses to be expended by and
reimbursed to the Auctioneer is $4,500, as indicated on the
Proposed Advertising and Auction Event Budget.

Compensation of Stampler will be based on 10% buyers premium.

The Debtors believe that Auctioneer is disinterested as defined in
the Bankruptcy Code.

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A. shut
off access to a revolving credit loan and declared a default.  The
bank is owed $11.2 million, including $8 million on a revolving
credit secured by all assets.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its Chief Restructuring
Officer.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.  The petition was signed by
Soneet R. Kapila, the CRO.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.


SMF ENERGY: Court Approves De La Hoz as Tax Consultants
-------------------------------------------------------
The Bankruptcy Court authorized SMF Energy Corporation and its
affiliates to employ Jorge De La Hoz, CPA, and De La Hoz &
Associates, P.A., as their tax accountans nunc pro tunc to
April 24, 2012, for preparation and filing of the Debtors' income
tax returns for the fiscal year ending June 30, 2011.

The firm's rates are:

     Personnel                Rates
     ---------               -------
    Jorge De La Hoz          $240/hr
    Cristina Perez           $235/hr
    Christopher Sierra       $110/hr
    Miriam Jaime              $65/hr

                          About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A. shut
off access to a revolving credit loan and declared a default.  The
bank is owed $11.2 million, including $8 million on a revolving
credit secured by all assets.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its Chief Restructuring
Officer.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.  The petition was signed by
Soneet R. Kapila, the CRO.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.


SMF ENERGY: Ehrenstein Charbonneau Hired as Committee's Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of SMF Energy
Corporation and its affiliates sought and obtained permission from
the Bankruptcy Court retain Robert Paul Charbonneau and the law
firm of Ehrenstein Charbonneau Calderin as its counsel.  The
application was approved nunc pro tunc to April 30, 2012.

                          About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

SMF sought bankruptcy protection after Wells Fargo Bank, N.A. shut
off access to a revolving credit loan and declared a default.  The
bank is owed $11.2 million, including $8 million on a revolving
credit secured by all assets.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its Chief Restructuring
Officer.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  Trustee
Services Inc. serves as claims agent.  The petition was signed by
Soneet R. Kapila, the CRO.

Steven R. Turner, the Assistant U.S. Trustee 21, appointed three
members to the Official Committee of Unsecured Creditors.


SOUTH LOUISIANA ETHANOL: CHS Lawsuit Survives Motion to Dismiss
---------------------------------------------------------------
District Judge Eldon Fallon in New Orleans, Lousiana, denied the
request of defendant Plaquemines Holdings, LLC, to dismiss a
complaint filed by CHS Inc. due to a technicality.  Plaquemines
Holdings, citing Federal Rule of Civil Procedure 4(m), argued that
the summons was not issued until after 120 days of filing the
Complaint and that the Court must dismiss the action, unless there
is good cause, and there exists no good cause.  According to
Plaquemines Holdings, the litigious redemption issue in the case
is also at issue in cases pending in the bankruptcy case of South
Louisiana Ethanol LLC, and CHS appears to have waited to issue
summons until a ruling was made in these cases on the litigious
redemption issue.  This, argues Plaquemines Holdings, does not
constitute good cause for delay.

In considering whether to dismiss or retain the action, Judge
Fallon notes that CHS served the complaint only a few weeks past
the 120 day deadline and its delay was not done in bad faith, but
rather in order to obtain relevant rulings in related litigation.
These facts demonstrate, at the most, good cause and, at the
least, a reasonable basis for the District Court to exercise its
discretion to deny the Motion to Dismiss.

The lawsuit arises out of the sale and purchase of a litigious
right and the attempt to redeem this right.  CHS, Inc. is a
corporation organized and existing under the laws of the state of
Minnesota, with its principal place of business in Minnesota.  CHS
has filed to do business in the Louisiana with the Louisiana
Secretary of State as "CHS Inc. of Minnesota." Non-party, CHS-SLE
Land, LLC is a Louisiana limited liability company, whose two
members are CHS and non-party, South Louisiana Ethanol.

Plaquemines Holdings is a limited liability company organized and
existing under the laws of the state of Louisiana. The sole member
of Plaquemines is non-party J.A.H. Enterprises, Inc., a
corporation organized and existing under the laws of the state of
Louisiana, and with its principal place of business in Louisiana.

South Louisiana Ethanol on Aug. 29, 2009, filed a voluntary
Chapter 11 petition.  On April 19, 2011, the Bankruptcy Court
confirmed South Louisiana Ethanol's amended plan of liquidation.
As of April 20, 2011, South Louisiana Ethanol was operating as a
reorganized donor.  Pursuant to the terms of the Plan, all of the
assets of the Debtor, less and except its 50% interest in CHS-SLE
Land will be sold . . . With regard to the Debtor's 50% membership
interest of 4.5 acres (batture land), if no consensual agreement
can be confected with CHS, Inc., relative to the transfer of the
Debtor's membership interest, the Debtor will institute legal
proceedings to dissolve the limited liability company and
partition the real property asset of CHS-SLE Land, LLC to be
divided in kind.  This litigation may or may not be successful. If
successful, the rights, interest, and entitlements awarded to the
Debtor will be transferred to the Purchaser of the Property and
option, upon the timely exercise of the option.  If the litigation
is not successful, it is Debtor's intention to either assign its
economic attributes and retain its membership in CHS-SLE Land, LLC
or South Louisiana Ethanol will remain in existence until it is
able to liquidate this asset, subject to the consent and approval
of security interest holder, Whitney National Bank.

On May 31, 2011, pursuant to the terms of the Plan, South
Louisiana Ethanol filed a lawsuit in the 25th Judicial District
Court for the Parish of Plaquemines.  In this litigation, South
Louisiana Ethanol sued to dissolve the LLC and to distribute all
of its property to its members, CHS and South Louisiana Ethanol,
on the grounds that the business purpose of the LLC has been
frustrated and that there is a deadlock between the members.  On
June 20, 2011, CHS timely removed the case to the United States
District Court for the Eastern District of Louisiana.  On June 21,
2011, CHS timely filed an answer denying these and other
allegations.  On July 19, 2011, the case was referred to the
United States Bankruptcy Court for the Eastern District of
Louisiana.

Meanwhile, on June 7, 2011, the Bankruptcy Court approved an order
authorizing South Louisiana Ethanol to sell, by public auction,
certain assets.  Pursuant to the terms of the Sale Order, South
Louisiana Ethanol was authorized to sell, by public auction:

     (1) immovable property located in Plaquemines Parish and
         commonly known as Tract A-1C1;

     (2) all movable property located on Tract A-1C; and

     (3) "an option to purchase all rights, title and interest
         distributed to Seller, SLE, resulting from the
         dissolution of limited liability company [CHS-SLE Land,
         LLC]."

On June 9, 2011, J.A.H. submitted a bid of $6,802,000, which was
accepted by South Louisiana Ethanol for the Sale Items.  On July
31, 2011, pursuant to the terms of the Sale Order, the Bankruptcy
Court issued an order approving the sale to J.A.H.  Pursuant to
the terms of the Approval Order, J.A.H. agreed to pay $202,000 for
the "option to purchase all rights, title and interest distributed
to Seller, SLE, resulting from a dissolution of limited liability
company [CHS-SLE Land, LLC]."  The Approval Order provided that
J.A.H. and SLE would close on the sale of the Sale Items at a
later date.  J.A.H. eventually assigned its rights under the Sale
Order and the Approval Order to Plaquemines Holdings.  On Aug. 23,
2011, Plaquemines Holdings and South Louisiana Ethanol closed on
the sale.

On the Sale Date, and as part of the transactions contemplated by
the Sale Order and Approval Order, South Louisiana Ethanol and
Plaquemines Holdings also executed an Option Agreement.  The
Option Agreement provided that in consideration of $202,000, South
Louisiana Ethanol granted to Plaquemines Holdings an exclusive
option to acquire from South Louisiana Ethanol all of its "right,
title and interest in and to all distributions made to [SLE] in
the liquidation of [CHS-SLE Land, LLC] resulting from the
Judgment." The Option Agreement further provides that "the
acquisition price for the Property shall be One Dollar cash, plus
the option price paid to [SLE]."

On Sept. 9, 2011, Whitney National Bank filed a motion in the
Bankruptcy Court seeking an order to distribute certain proceeds
of the Sale. This motion is the first time that CHS learned that
the Sale had closed.  It is also the first time that CHS learned
that Plaquemines Holding was the entity that actually purchased
the Sale Items.

On Sept. 22, 2011, CHS filed a Complaint for Redemption in
District Court against Plaquemines Holdings.  CHS cites as a basis
for the litigation, Article 2652 of the Louisiana Civil Code, Sale
of a Litigation Right, which provides that "[w]hen a litigious
right is assigned, the debtor may extinguish his obligation by
paying to the assignee the price the assignee paid for the
assignment, with interest from the time of the assignment."  It
further provides that a "right is litigious, for that purpose,
when it is contested in a suit already filed."

CHS alleges that the litigation was commenced on May 31, 2011, and
CHS answered, denying the allegations in the litigation on June
21, 2011, and Plaquemines Holdings, in effect, purchased the
claims that are the subject of the litigation on Aug. 23, 2011.
According to CHS, this sequences demonstrates the purchase of a
litigious right by Plaquemines Holdings from South Louisiana
Ethanol.  CHS, thus, makes a redemption demand upon Plaquemines
Holdings for $202,000, together with interest at the judicial
rate, commencing on the Sale Date.  CHS wants the Court to (1)
declare that Plaquemines Holdings purchased the claims that are
the subject of the litigation pursuant to Louisiana Civil Code
Article 2652 when it entered into the Option Agreement; (2)
declare that CHS is entitled to redeem the property purchased by
Plaquemines Holdings in the Option Agreement; (3) order
Plaquemines Holdings sell the property it purchased in the Option
Agreement to CHS for $202,000; and (4) grant CHS further relief as
the Court deems just, proper and equitable.

The lawsuit, CHS, INC., v. PLAQUEMINES HOLDINGS, LLC, Civil Action
No. 11-2391 Section "L"(2) (E.D. La.).  A copy of Judge Fallon's
June 27, 2012 Order & Reasons is available at http://is.gd/jvuL4w
from Leagle.com.

                  About South Louisiana Ethanol

South Louisiana Ethanol LLC owns a non-operating ethanol plant in
Belle Chasse, Louisiana.  South Louisiana purchased the non-
operating plant in 2006 with plans for rebuilding. When financing
fell through, it shut down the construction project in September
2007.  South Louisiana Ethanol sought Chapter 11 bankruptcy
(Bankr. E.D. La. Case No. 09-12676) on Aug. 25, 2009.  Emile L.
Turner Jr., Esq., represented the Debtor in its restructuring
effort.  In its petition, the Debtor estimated $10 million to
$50 million in assets and $50 million to $100 million in debts.

On April 19, 2011, the Bankruptcy Court approved the Debtor's
Amended Plan of Reorganization that provided for the post-
confirmation sale of certain of the Debtor's assets.


SPANISH VILLA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Spanish Villa, LLC
        5307 Highway 58
        Chattanooga, TN 37416

Bankruptcy Case No.: 12-13344

Chapter 11 Petition Date: June 29, 2012

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: David J. Fulton, Esq.
                  SCARBOROUGH, FULTON & GLASS
                  701 Market Street
                  Suite 1000
                  Chattanooga, TN 37402
                  Tel: (423) 648-1880
                  Fax: (423) 648-1881
                  E-mail: djf@sfglegal.com

Scheduled Assets: $1,540,000

Scheduled Liabilities: $1,541,945

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

The petition was signed by Niraj Sheth, president.


SPIRIT AEROSYSTEMS: S&P Affirms 'BB' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB' corporate credit rating, on Wichita, Kan.-based Spirit
AeroSystems Inc. and revised the outlook to positive from stable.

"The outlook revision reflects our view that free cash flow will
turn positive in 2012," said Standard & Poor's credit analyst
Chris Mooney.

Spirit is now receiving cash payments from Boeing Co. on 787
shipments, and production is increasing on other models,
especially the Boeing 737.  This should strengthen credit
protection measures, which are already somewhat better than
average for the rating.

"However, our ratings also incorporate the risk that problems
increasing production on the 787 or difficulties with the
company's other development programs could constrain improvement
in earnings and cash flow," Mr. Mooney said.

Standard & Poor's could raise its rating on Spirit if 787 program
deliveries result in free cash flow to debt increasing to more
than 10% and the company's financial risk profile improves to the
"intermediate" category (which includes FFO to debt above 35%).


STAFFORD RHODES: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Stafford Rhodes, LLC
        dba 278 Commercial Center
            Best Buy Shopping Center
        1805 Highway 82 West
        Tifton, GA 31793

Bankruptcy Case No.: 12-70859

Affiliates that simultaneously filed Chapter 11 petitions:

        Entity                        Case No.
        ------                        --------
Beaufort Crossing, LLC                12-70861
Stafford Vista, LLC                   12-70854
Stafford Wesley, LLC                  12-70856-

Chapter 11 Petition Date: June 29, 2012

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Valdosta)

Judge: John T. Laney, III

About the Debtors: Rhodes own 27.41 acres of land located in
                   Bluffton, Beaufort County, South Carolina.  The
                   land is improved by a 95,233 square foot retail
                   shopping center that has 16 tenants, including
                   Best Buy Stores, Petco, and Dollar Tree.
                   Affiliate Beaufort Crossing, LLC, owns 10 acres
                   of land, improved by an unanchored 19,600
                   square foot shopping center, the Crossings of
                   Beaufort, in Beaufort County.  Stafford Vista,
                   owns 5.69 acres of land located in Decatur,
                   DeKalb County, Georgia, which is improved by a
                   45,450 square foot shopping center identified
                   as the Vista Grove Plaza.  Stafford Wesley,
                   LLC, has 2.34 acres of land in Decatur,
                   improved by a 30,683 square foot shopping
                   center identified as the Wesley Chappel Retail
                   Shopping Center.

Debtors' Counsel: Darryl S. Laddin, Esq.
                  ARNALL GOLDEN GREGORY LLP
                  171 17th Street, N.W., Suite 2100
                  Atlanta, GA 30363
                  Tel: (404) 873-8120
                  Fax: (404) 873-8121
                  E-mail: bkrfilings@agg.com

                         - and ?

                  Sean C. Kulka, Esq.
                  ARNALL GOLDEN GREGORY, LLP
                  171 17th Street, N.W., Suite 2100
                  Atlanta, GA 30363-1031
                  Tel: (404) 873-8682
                  Fax: (404) 873-8683
                  E-mail: sean.kulka@agg.com

Stafford Rhodes'
Estimated Assets: $10,000,001 to $50,000,000

Stafford Rhodes'
Estimated Debts: $10,000,001 to $50,000,000

The petitions were signed by Frank J. Jones, Jr., VP, Treasurer &
CFO of Debtor's sole member.

A. A copy of Beaufort Crossing's list of its 14 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/gamb12-70861.pdf

B. A copy of Stafford Vista's list of its 13 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/gamb12-70854.pdf

C. A copy of Stafford Wesley's list of its 11 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/gamb12-70856.pdf

D. Stafford Rhodes' list of its 19 largest unsecured creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Ameris Bank                        --                      $95,000
736 West Second Street
P.O. Box 249
Tifton, GA 31793

Sake House II, Inc.                --                      $13,147
1017 Fording Island Road, Suite 104
Bluffton, SC 29910

Live Oak Restaurant Concepts       --                       $6,630
1011 Fording Island Road, Suite 101
Bluffton, SC 29910

G&O Wilkie, Inc.                   --                       $6,207

Born to Eat Bluffton, LLC          --                       $5,742

GB Universal, LLC                  --                       $4,552

Bluffton ATA Martial Arts          --                       $3,687

Okatie Subs, Inc.                  --                       $3,664

B&R GNC, LLC                       --                       $3,000

R&D Wine Boutique, Inc.            --                       $2,819

Frozen Delights                    --                       $2,113

Petco Animal Supplies Stores       --                       $1,768

Palmetto Electric Cooperative      --                       $1,645

Rubicon Waste                      --                       $1,266

Carr, Riggs & Ingram, LLC          --                       $1,000

Estate Management Services         --                         $826

The Greenery, Inc.                 --                         $685

McNair Law Firm, P.A.              --                         $393

Beaufort County Treasurer          --                          $71


STAR WEST: S&P Cuts Rating to 'B+' on Higher Refinancing Risk
-------------------------------------------------------------
Standard & Poor's Ratings Services downgraded Star West Generation
LLC's rating to 'B+' from 'BB-'.  The outlook remains stable, and
the recovery rating is unchanged at '3'.

"The primary driver of the ratings action is increased refinancing
risk at the maturity of the term loan," said Standard & Poor's
credit analyst Theodore Dewitt.

"We have lowered our estimate of Star West's future cash flow
prospects given the decline in current and forward power prices
since our 2011 review of the project.  The lower power prices
result from low natural gas prices due in part to shale gas
production. Lower power prices result in lower merchant energy
gross margins, which affects Star West because it does have some
merchant exposure," S&P said.

"The effects of lower gas prices and declining gross margins have
had a substantial effect on our base case projections.  Expected
gross margins over the life of the asset have declined by 25%.
Initially, merchant gross margins were expected to contribute
about 29% of cash flows through the 2018 maturity of the term
loan.  Under our revised gas and power price scenarios, this
amount drops to about 5%," S&P said.

The stable outlook reflects the fact that refinancing risk as
indicated by the amount of debt per kilowatt at refinancing is
commensurate with a B+ rated entity.  If the debt outstanding at
term loan maturity were to increase to above $400/kW, we could
lower the ratings.  This could be due to further weakening of
merchant power markets or higher costs.  Alternatively, if project
debt at refinancing were to return to levels below $300/kW, we
could raise the rating.


STOCKTON, CA: City's Voluntary Chapter 9 Case Summary
-----------------------------------------------------
Debtor: City of Stockton, California
        City Hall
        425 North El Dorado Street
        Stockton, CA 95202

Bankruptcy Case No.: 12-32118

Chapter 9 Petition Date: June 28, 2012

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

About the Debtor: A river port about 80 miles (130 kilometers)
                  east of San Francisco, Stockton ran out of
                  options after three months of negotiations with
                  creditors ended June 25 without enough
                  concessions to close a $26 million deficit,
                  Bloomberg News said.  State-mandated talks with
                  creditors began February.

                  The city council before the filing adopted a
                  budget and operational plan calling for
                  defaulting on $10.2 million in debt payments and
                  reducing $11.2 million in employee pay and
                  benefits under union contracts.

Debtor's Counsel: Marc A. Levinson, Esq.
                  ORRICK, HERRINGTON & SUTCLIFFE, LLP
                  400 Capitol Mall, #3000
                  Sacramento, CA 95814-4407
                  Tel: (916) 447-9200

Estimated Assets: More than $1 billion

Estimated Debts: $500,000,001 to $1 billion

The petition was signed by Robert Deis, city manager.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
California Public Employees        Unrefunded         $147,500,000
Retirement System                  Pension Costs
P.O. Box 942707
Sacramento, CA 94229-2707

Wells Fargo Banks, N.A., Trustee   Pension            $124,280,000
Corporate Trust Services           Obligation Bonds
MAC #A0719-181
333 Market Street, 18th Floor
San Francisco, CA 94105

Wells Fargo Bank, N.A., Trustee    2007 VRDO Bonds     $40,355,000
Corporate Trust Services
MAC #A0719-181
333 Market Street, 18th Floor
San Francisco, CA 94105

Wells Fargo Bank, N.A., Trustee    2009 Public         $35,080,000
Corporate Trust Services           Facilities Fees
MAC #A0719-181                     Bonds
333 Market Street, 18th Floor
San Francisco, CA 94105

Wells Fargo Bank, N.A., Trustee    2004 Parking        $31,640,000
Corporate Trust Services           Garage Bonds
MAC #A0719-181
333 Market Street, 18th Floor
San Francisco, CA 94105

Howard Jarvis Taxpayers Assn.      Water Fund          $31,557,000
921 11th Street, Suite 1201        Wastewater Fund
Sacramento, CA 95814

Wells Fargo Bank, N.A., Trustee    2006 Lease          $12,085,000
Corporate Trust Services           Revenue Bonds
MAC #A0719-181
333 Market Street, 18th Floor
San Francisco, CA 94105

Wells Fargo Bank, N.A., Trustee    2003 Certificates   $12,970,000
Corporate Trust Services           of Participation
MAC #A0719-181
333 Market Street, 18th Floor
San Francisco, CA 94105

State of California                2011 Marina Loans   $10,837,363
Dept. of Boating and Waterways
2000 Evergreen Street, Suite 100
Sacramento, CA 95815

CC Meyers, Inc.                    Trade Debt          $18,436,411
3286 Fitzgerald Road
Rancho Cordova, CA 95742

RGW Construction, Inc.             Trade Debt          $16,515,616
550 Greenville Road
Livermore, CA 94550

PB Americas, Inc.                  Trade Debt           $3,855,238
303 Second Street, Suite 700 North
San Francisco, CA 94107-1317

CDM Constructor, Inc.              Trade Debt           $3,494,569
100 Pringle Avenue, Suite 300
Walnut Creek, CA 94596

Vascorp Investments Corporation,   Trade Debt           $3,095,241
Inc.
101 Constitution Avenue, NW, Suite 600 West
Washington, DC 20001

Preston Pipelines, Inc.            Trade Debt           $2,592,553
1333 Bethelo Avenue
Milpitas, CA 95035-5325

Spanos Family Trust                Trade Debt           $2,502,800
5160 Carroll Canyon Road, First Floor
San Diego, CA 92121-1775

Granite Construction, Inc.         Trade Debt           $1,656,205
P.O. Box 50085
Watsonville, CA 95077

Pacific Gas & Electric             Trade Debt           $1,653,125
P.O. Box 930
Stockton, CA 95201

Welss Fargo International          HVAC Lease           $1,526,952
Securities
MAC:E2818-178
707 Wilshire Boulevard, 17th Floor
Los Angeles, CA 90017

Price v. City of Stockton,         --                   $1,455,000
Plaintiffs
c/o Hilton S. Williams, Esq.
Paul Hastings, LLP
50 Second Street, 24th Floor
San Francisco, CA 94105


STOCKTON, CA: Fitch Maintains 'BB+' Rating After Bankruptcy
-----------------------------------------------------------
Fitch Ratings maintains the Rating Watch Negative on Stockton
Public Finance Authority, California's (the authority) 'BB+'
underlying ratings following a review related to the Chapter 9
bankruptcy filing by the City of Stockton, California (the city)
on June 28.

Security

The 2005 series A and series 2010A bonds are payable from
installment payments made by the city to the authority, with such
installment payments secured by a senior lien pledge of net
revenues of the city's water system (the system). The series 2009A
and 2009B bonds are subordinate lien bonds and are secured by net
system revenues after payment of senior lien obligations. The
authority has assigned its rights to receive installment payments
from the city to the trustee for the benefit of bondholders.

Key Rating Drivers

NEGATIVE WATCH MAINTAINED: With the city's petition for Chapter 9
bankruptcy protection, Fitch remains concerned about previously
identified event risks that may arise and could negatively impact
the financial health of the system or the ability of the system to
make full and timely payment to bondholders.

CITY ACTIONS IMPAIR SYSTEM CREDIT QUALITY: The city's actions in
recent months, culminating with the bankruptcy filing yesterday,
call into question the city's ultimate willingness to pay debt
service on system obligations. While the system currently remains
solvent and appears capable of meeting near-term obligations,
various events of default have been triggered under the system's
financing agreements, having exposed the system to possible bond
acceleration.

ADEQUATE OPERATIONS: System financial performance historically has
been sound and the system's current financial position appears
adequate.

ELEVATED LEVERAGE: The system maintains a high debt burden coupled
with an extended amortization schedule.

DEPRESSED SERVICE AREA: The service area has been significantly
affected by weak economic and housing conditions.

WHAT COULD TRIGGER A DOWNGRADE

DEVELOPMENTS AFFECTING THE SYSTEM: Fitch's ongoing review will
consider both future actions by the city that could negatively
affect the system as well as any developing external system
pressures, including bankruptcy court rulings adversely affecting
system bondholders as well as higher reset rates and bank bonds
associated with the 2010A bonds. Depending on the nature of the
event(s), the ratings on the system bonds could deteriorate
rapidly and significantly from the current rating level.

Credit Profile

NEGATIVE WATCH REFLECTS ONGOING RISKS

The Negative Watch primarily reflects Fitch's ongoing concerns
regarding possible conditions both within and outside of the city
government that may affect system operating results. These risks
include, but are not limited to, treatment under the bankruptcy
code of pledged revenues and allowable system operating and
maintenance expenses related to the authority's debt as well as
elevated reset rates and potential bank bonds associated with the
2010A bonds.

Evidence or expectation of deteriorating system performance or
increased system exposure to various risks would likely lead to
deterioration of system credit quality, and such downward rating
action(s) may be acute and rapid. At the time of Fitch's June 6,
2012 review, a Chapter 9 bankruptcy filing by the city seemed
highly likely and therefore the official filing of the petition
does not in and of itself significantly change Fitch's option of
the risk profile on system bonds at the current rating level.

City General Fund Drives Bankruptcy Filing

The city's general fund operations have faced severe financial
weakness in recent years as a result of escalating budgetary costs
coupled with deteriorating revenues stemming from a significant
economic downturn within the city. As a result, the city initiated
a neutral evaluation process with creditors in February for the
purpose of obtaining concessions that would allow the city to
balance its fiscal 2013 budget. Around this timeframe, the city
also failed to pay all or a portion of the billed debt service
related to two series of bonds payable from the city's general
fund, resulting in an unscheduled draw on the related debt service
reserves; bondholders were paid the full debt service payments
when due on March 1, 2012.

More recently, the city council passed a resolution on June 5,
2012 authorizing the city manager to file a petition for Chapter 9
bankruptcy protection in the event that the ongoing mediations
with creditors, which were scheduled to conclude June 25, 2012,
failed to provide sufficient concessions that would allow the city
to adopt a balanced budget for fiscal 2013 by July 1, 2012. The
confidential mediation process concluded as scheduled without
providing sufficient cost reductions to balance the city's
upcoming budget. As a result, the city council passed various
resolutions at its June 26, 2012, meeting which included the
adoption of a pendency plan (the plan).

The plan provides a balanced general fund budget for fiscal 2013,
eliminating a $26 million gap through cost reductions to labor,
retirees, debt and other obligations. The plan will serve as the
city's fiscal 2013 budget while the city seeks and is under
Chapter 9 bankruptcy protection. The city filed a petition seeking
bankruptcy protection on June 28.

Water System Remains Solvent

Despite the city's general fund fiscal problems, the system
continues to perform largely as expected relative to projections
at the time of the issuance of the 2010A bonds. This performance
and Fitch's expectation of the protection of pledged revenues for
system bondholders under bankruptcy proceedings which would allow
continued performance on system obligations have limited
deterioration in system credit quality to date. Nevertheless, the
city's actions cannot be completely separated from the system's
credit as they have exposed the system to bond acceleration risk
and other potential risks. Consequently, the city's actions have
had and will continue to have some direct bearing on the system's
credit quality.

For unaudited fiscal 2011, total debt service coverage (DSC) on
system bonds equaled an estimated 1.3 times (x), with the federal
interest rate subsidy for related to the series 2009B Build
America Bonds (BABs) treated as revenue as opposed to an offset to
debt service. For the same period, the system maintained strong
liquidity at 631 days cash while surplus net revenues covered
depreciation expenses by nearly 3x.

For fiscal 2012, revenues and expenses reportedly are tracking
very close to budgeted figures. Consequently, based on budgeted
net income, estimated debt service for the year, and treating the
BABs subsidy as revenues, total DSC is expected at around 1.4x for
the year. Cash balances are anticipated to diminish slightly from
fiscal 2011, but are expected to remain healthy overall. The city
reports that the system maintains around $25 million in
unrestricted cash as well as slightly more than $8 million in the
system rate stabilization fund (RSF).

For fiscal 2013, financial results are also forecasted to remain
relatively favorable based on the plan adopted by the city council
which includes implementation of a 10% rate increase; the final
year of a package that was approved by the city council in 2009.
DSC is projected at around 1.15x, assuming weekly resets of the
2010A bonds at significantly higher amounts than historically
achieved as well as treatment of the BABs subsidy as revenues.

In determining fiscal 2013 net revenues, Fitch has assumed a $2.1
million reduction in operating costs that reportedly are
attributable to planned capital spending and which are anticipated
to be changed as such with a future budget amendment. Also, Fitch
has assumed in its calculation the general fund will not pay the
system around $437,000 related to a taxpayer settlement as the
plan includes no appropriation for such purposes. Finally, Fitch's
DSC calculation includes the use of just over $3 million in RSF
monies to meet the rate covenant.

Elevated Debt Profile

The system's debt profile is weak as a result of historical growth
projects as well as because of Delta Water Supply Project (DWSP)
costs. Construction related to the DWSP has been completed and is
reportedly on budget. The project is expected to be fully
operational around the beginning of fiscal 2013.

Overall, debt per customer and debt per capita are around 3x the
national median. While improvement in the system's capital
structure is expected over time, debt levels will continue to be a
long-term concern as only 46% of principal amortizes within 20
years.

Fitch maintains the following authority ratings on Rating Watch
Negative:

-- $55 million variable rate demand water revenue bonds, series
    2010A (Delta Water Supply Project) 'BB+';

-- $24.2 million 2005 water revenue bonds, series A (Water System
    Capital Improvement Projects) 'BB+';

-- $18.6 million water revenue bonds, series 2009A (Delta Water
    Supply Project) 'BB+';

-- $154.6 million water revenue bonds, series 2009B (taxable
    Build America Bonds) (Delta Water Supply Project) 'BB+'.


STRATUS MEDIA: Jerry Rubinstein Elected Chairman and CEO
--------------------------------------------------------
Jerry Rubinstein, an existing director of Stratus Media Group,
Inc., and chairman of the Company's Audit Committee, was elected
by the Company's board of directors as Chairman of the Board and
Chief Executive Officer and a director of the Company's
subsidiaries.  The Board of Directors of ProElite, Inc., elected
Mr. Rubinstein as Chairman of the Board and Chief Executive
Officer.  The terms of Mr. Rubinstein's engagement are being
negotiated.

Effective June 28, 2012, Paul Feller resigned as the Chairman of
the Board, Chief Executive Officer and director of the Company,
and also from the same positions in all of the Company's
subsidiaries, including ProElite, Inc., the Company's 95% owned
subsidiary.  In connection therewith, pursuant to a Separation and
Release Agreement, Mr. Feller and the Company agreed to terminate
his employment agreement and enter into a new Consulting Agreement
for a term of two years at a monthly salary of $20,833, subject to
the Company raising at least $2,000,000 in funding within four
months of June 28, 2012.  Under the Consulting Agreement, Mr.
Feller agreed to provide services in the area of business
development, fund-raising and the evaluation of asset/event
acquisitions to be done at the discretion of the Board of
Directors.

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

The Company reported a net loss of $15.83 million in 2011,
compared with a net loss of $8.41 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.67 million
in total assets, $3.78 million in total liabilities and a $112,665
total deficit.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2011, citing recurring
losses and negative cash flow from operations which raised
substantial doubt as to the ability of the Company to continue as
a going concern.


STREAM COMMUNICATIONS: Posts $5.55 Million Net Loss in 2011
-----------------------------------------------------------
Stream Communications Network & Media Inc. reported a net loss of
C$5,554,705 on C$1,508,097 of revenue for the fiscal year ended
Dec. 31, 2008, compared with a net loss of C$3,107,320 on
C$7,376,978 of revenue for the fiscal year ended Dec. 31, 2007.

The results for the year 2008 is only to a limited extent
comparable to previous years, due to the Company's disposal of
shares in Stream Communications Sp. z o. o. (Stream Poland) which
is not consolidated with the Company as of Feb. 22, 2008.

Revenue decreased by 80% in the current year as compared to 2007
as result of only consolidating 2 months of revenue from Stream
Poland, whereas in previous years was a fully consolidated
subsidiary.

The Company's balance sheet at Dec. 31, 2008, showed C$3,593,751
in total assets, C3,833,030 in total liabilities, and a
shareholders' deficit of C$239,279.

"The Company has recurring operating losses, an accumulated
deficit of C$55,549,004 and negative working capital of
C$2,210,044 at Dec. 31, 2008," the Company said in the filing.
"The continuing operations of the Company are dependent upon its
ability to commence profitable operations in the future.
Therefore, as of the date these financial statements have been
prepared, there is a substantial doubt about the Group's ability
to continue as a going concern."

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

                        http://is.gd/DP8t8d

Warsaw, Poland-based Stream Communications Network & Media Inc.
provides cable TV and high-speed Internet access in Poland.

The Company has the following operating investment in
unconsolidated company:

Stream Communications Sp. z o.o. was incorporated on Oct. 26,
1999, under the laws of Poland.  At Dec. 31, 2008, the Company
owns a 48,86% interest in Stream Poland which is in the business
of operating cable television and high-speed Internet in Poland.
Stream Poland's growth is being accomplished through acquisitions
of small, independent cable TV and high-speed Internet providers
and through its own marketing efforts.  Stream Poland is located
at al. 29 Listopada 130, 31-406 Krakow, Poland.  On Feb. 22, 2008,
the Company entered into an agreement with Penta, that allowed
Penta to acquire a majority stake in Stream Poland.  As of Dec.
31, 2010, the Company's share in Stream Poland was 22,73%.  On
Jan. 24, 2012, it sold the remaining share in Stream Poland to
Multimedia S.A., a Polish company.

Stream is a reporting issuer in the Province of British Columbia,
Canada and its common shares are listed for trading on the OTC BB
Pink Sheets under the trading symbol "SCNWF".


SUPERMEDIA INC: Amendments to Health & Welfare Plans Approved
-------------------------------------------------------------
The Employee Benefits Committee of SuperMedia Inc., pursuant to,
and in accordance with, the recommendation of the Board of
Directors of the Company, approved certain amendments to the
employee health and welfare plans, including the SuperMedia
Management and Non-Union Hourly Plan for Group Insurance, in which
Messrs. Samuel D. Jones, Frank Gatto and Cody Wilbanks, executive
officers of the Company, participate.  The Plan was amended to
provide as follows:

For Retirees and Their Dependents Not Eligible for Medicare:

     * Effective Sept. 1, 2012, the Company will continue the
       corporate subsidy of the cost of the Plan at 75% of current
       levels through Dec. 31, 2013, subject to a further
       modification at the sole option and election of the Board.

     * After Dec. 31, 2013, the Company will maintain access-only
      (100% employee cost) Plan, subject to further amendment,
       modification, or termination at the sole option and
       election of the Board.

For Retirees and Their Dependents Eligible for Medicare (except
GTE Retirees):

     * Effective Sept. 1, 2012, the Company will terminate the
       Plan with respect to those persons.

     * Facilitate the transition of those persons to Medicare
       exchanges.

For GTE Retirees:

     * Effective Sept. 1, 2012, the Company will continue the
       corporate subsidy of the cost of the Plan at 75% of current
       levels through Dec. 31, 2013, subject to a further
       modification at the sole option and election of the Board.

     * Effective Jan. 1, 2014, the Company will maintain access-
       only (100% employee cost) Plan, subject to further
       amendment or modification at the sole option and election
       of the Board.

     * For Retirees Not Eligible for Medicare, Retirees Eligible
       for Medicare, and GTE Retirees:

     * Effective Sept. 1, 2012, the Company will terminate life
       insurance contributions.

A copy of the amendment is available for free at:

                        http://is.gd/0thHoj

                       About SuperMedia Inc.

DFW Airport, Texas-based SuperMedia Inc. and its subsidiaries
sells advertising solutions to its clients and places their
advertising into its various advertising media.  The Company's
advertising media include Superpages yellow page directories,
Superpages.com, its online local search resource, the
Superpages.com network, an online advertising network, Superpages
direct mailers, and Superpages mobile, its local search
application for wireless subscribers.

The Company is the official publisher of Verizon Communications
Inc. print directories in the markets in which Verizon is
currently the incumbent local telephone exchange carrier.  The
Company also has agreements with FairPoint Communications, Inc.,
and Frontier Communications Corporation in various Northeast and
Midwest markets in which FairPoint and Frontier are the local
exchange carriers.

On March 31, 2009, SuperMedia Inc., formerly known as Idearc Inc.,
and all of its domestic subsidiaries filed voluntary petitions for
Chapter 11 relief (Bankr. N.D. Tex. Lead Case No. 09-31828).

On Sept. 8, 2009, the Company filed its First Amended Joint Plan
of Reorganization with the Bankruptcy Court, which was later
modified on Nov. 19, 2009, and on Dec. 22, 2009, the Bankruptcy
Court entered an order approving and confirming the Amended Plan.
On Dec. 31, 2009 (the "Effective Date"), the Debtors consummated
the reorganization and emerged from the Chapter 11 bankruptcy
proceedings.  On Dec. 29, 2011, the Bankruptcy Court entered final
decrees closing the bankruptcy cases for the Debtors.

The Company reported a net loss of $771 million in 2011 and a net
loss of $196 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.61
billion in total assets, $2.33 billion in total liabilities and a
$725 million total stockholders' deficit.

                           *     *     *

As reported in the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Dallas-based
SuperMedia Inc. to 'CCC+' from 'SD' (selective default).  The
rating outlook is negative.

In the April 2, 2012, edition of the TCR, Moody's Investors
Service has changed the corporate family rating (CFR) for
SuperMedia Inc. to Caa3 from Caa1 based on Moody's view
that a debt restructuring is likely.  Moody's expects ultimate
recoveries will be about 50%.

SuperMedia is attempting to reinvent its business by reducing its
reliance on print advertising through the development of online
and mobile directory service applications but Moody's has doubts
that the company will be able to transition its business away from
a reliance on print directories quickly enough to stabilize its
revenues and earnings and prevent a debt restructuring.


SUPERNUS PHARMACEUTICALS: Posts $9.28 Million Net Loss in Q1 2012
-----------------------------------------------------------------
Supernus Pharmaceuticals, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $9.28 million on $208,000 of
revenues for the three months ended March 31, 2012, compared with
a net loss of $11.05 million on $0 revenue for the same period
last year.

The Company's balance sheet at March 31, 2012, showed
$43.20 million in total assets, $42.93 million in total
liabilities, and stockholders' equity of $274,000.

Since inception, the Company has incurred, and continues to incur,
significant losses from operations.

The Company raised $50.9 million ($47.6 million net of expenses
and deferred financing costs), through the sale of common stock in
connection with its Initial Public Offering (the "IPO") and the
exercise by the underwriters of their over-allotment option.  The
Company's current operating assumptions, which reflect
management's best estimate of future revenue and operating
expenses, indicate that current cash on hand, including the
proceeds from the sale of common stock in May 2012, should be
sufficient to fund operations as currently planned into the second
quarter of 2013.  As a result, the Company envisions that it will
need to raise additional capital prior to this time so as to be
able to continue its business operations as currently conducted
and fund deficits in operating cash flows.

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

                       http://is.gd/rJKjLq

Rockville, Md.-based Supernus Pharmaceuticals is a specialty
pharmaceutical company focused on developing and commercializing
products for the treatment of central nervous system, or CNS,
diseases.


SUSTAINABLE ENVIRONMENTAL: Posts $2MM Net Income in Fiscal 2012
---------------------------------------------------------------
Sustainable Environmental Technologies Corporation filed with the
U.S. Securities and Exchange Commission its annual report on Form
10-K disclosing net income of $2.25 million on $4.26 million of
total revenues for the year ended March 31, 2012, compared with a
net loss of $355,439 on $2.61 million of total revenues during the
prior fiscal year.

The Company's balance sheet at March 31, 2012, showed $6.65
million in total assets, $2.23 million in total liabilities and
$4.41 million in total stockholders' equity.

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

                        http://is.gd/NxeqhQ

                   About Sustainable Environmental

Upland, Calif.-based Sustainable Environmental Technologies
Corporation (formerly RG Global Lifestyles, Inc.) offers water and
wastewater treatment engineering and construction services.

                           *     *     *

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


SWIPE-N-SHINE: Utah Court Confirms Chapter 11 Plan
--------------------------------------------------
U.S. Bankruptcy Court, D. Utah, Central Division Bankruptcy Judge
Joel T. Marker approved Swipe-N-Shine L.L.C.'s Plan of
Reorganization, dated May 15, 2012, pursuant to a June 26, 2012
Findings and Conclusions Regarding Confirmation of Debtor's Plan
of Reorganization available at http://is.gd/yVCLfSfrom
Leagle.com.  The Plan establishes seven Classes of Creditors and
one Class of Equity Interests, for a total of eight separate
Classes.  All impaired Classes have accepted the Plan.  Classes 1,
6 and 7, affirmatively voted to accept the Plan.  As reflected by
a stipulation with the Salt Lake County Treasurer, Class 2 has
withdrawn its limited objection to confirmation and has stipulated
to entry of an order confirming the Plan.  No qualifying ballots
were returned with respect to Classes 2 through 5 and, excepting
Class 2 (whose limited objection has been withdrawn), no creditors
in those Classes objected to confirmation of the Plan.  As such,
Classes 2 through 5 are deemed to have accepted the Plan.  Class 8
was classified as, and is, unimpaired.  Thus, Class 8 is deemed to
have accepted the Plan.

Swipe-N-Shine L.L.C., based in Salt Lake City, Utah, filed for
Chapter 11 bankruptcy (Bankr. D. Utah Case No. 11-35020) on Oct.
15, 2011.  Judge Joel T. Marker oversees the case.  Matthew M.
Boley, Esq., at Parsons Kinghorn Harris, serves as the Debtor's
counsel.  The Debtor estimated $1 million to $10 million in both
assets and debts.  The petition was signed by Brett A. Pace,
member/manager.


SWAGAT HOTELS: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Swagat Hotels, LLC
        dba Comfort Inn Deep Creek Lake
        2704 Deep Creek Drive
        McHenry, MD 21541-0000

Bankruptcy Case No.: 12-22227

Chapter 11 Petition Date: June 29, 2012

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  COHEN, BALDINGER & GREENFELD, LLC
                  7910 Woodmont Ave.
                  Suite 1103
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350
                  E-mail: steveng@cohenbaldinger.com

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

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

A copy of the Company's list of its six largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/mdb12-22227.pdf

The petition was signed by Comfort Inn Deep Creek LakeNitin
Chhibber, managing member.


SWAN ORGANIZATION: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Swan Organization LLC
        26 Highland Drive
        Kinnelon, NJ 07405

Bankruptcy Case No.: 12-26311

Chapter 11 Petition Date: June 28, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Feng Li, Esq.
                  LAW OFFICES OF FENG LI
                  1719 Route 10 East, Suite 318
                  Parsippany, NJ 07054
                  Tel: (973) 590-5110
                  E-mail: feng.li@nac.net

Scheduled Assets: $1,500,000

Scheduled Liabilities: $2,823,639

A copy of the Company's list of its eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/njb12-26311.pdf

The petition was signed by Joseph Carollo, owner.


SZYBKO CO: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Szybko Co.
        1001 Galium Court
        McLean, VA 22102-1106

Bankruptcy Case No.: 12-14075

Chapter 11 Petition Date: June 28, 2012

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: George LeRoy Moran, Esq.
                  MORAN MONFORT, PLC
                  4041 University Drive, Suite 301
                  Fairfax, VA 22030-3410
                  Tel: (703) 359-8088
                  Fax: (703) 359-8094
                  E-mail: glmoran@yahoo.com

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

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

A copy of the Company's list of its three largest unsecured
creditors is available for free at
http://bankrupt.com/misc/vaeb12-14075.pdf

The petition was signed by Maria M. Panas, president.


TAYLOR BEAN: Court Dismisses Molina Suit for Lack of Standing
-------------------------------------------------------------
District Judge Amy Berman Jackson in Washington D.C. dismissed for
lack of standing an action filed by Samuel Molina against Federal
Deposit Insurance Corporation, Ocwen Loan Servicing, LLC, and
Shapiro & Burson, LLP.

Mr. Molina on Oct. 3, 2011, brought the action on behalf of
himself and a putative class of Latino subprime mortgage
borrowers, alleging that Taylor, Bean & Whitaker Mortgage Company,
Ocwen; and Shapiro & Burson engaged in discriminatory lending,
servicing, and foreclosure practices that disparately impacted
minority borrowers.  Mr. Molina alleges that their involvement in
the acquisition, servicing, and foreclosure of his subprime
mortgage violated the Equal Credit Opportunity Act, the Fair
Housing Act, section 1982 of the Civil Rights Act, and the Fair
Debt Collection Practices Act.  TBW was a mortgage company that
allegedly originated a loan on the plaintiff's home, but has since
filed for Chapter 11 bankruptcy.  Mr. Molina alleges that FDIC is
receiver for the now-defunct TBW and thus liable for its debts.

All three defendants move the Court to dismiss the action for lack
of standing under Federal Rule of Civil Procedure 12(b)(1) and
failure to state a claim upon which relief can be granted under
Federal Rule of Civil Procedure 12(b)(6).  FDIC also moves to
dismiss for lack of personal jurisdiction.  According to Judge
Jackson, the plaintiff has not alleged facts showing that he
suffered any injury in fact fairly traceable to the defendants.

The case is, SAMUEL MOLINA, Plaintiff, v. FEDERAL DEPOSIT
INSURANCE CORPORATION, et al., Defendants, Civil Action No.
11-1759 (D. D.C.).  A copy of the Court's June 28, 2012 Memorandum
Opinion is available at http://is.gd/C8bwkufrom Leagle.com.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.


TRI-STATE ETHANOL: So. Dakota Upholds Forum-Selection Clause
------------------------------------------------------------
The Supreme Court of South Dakota, in a majority decision,
affirmed a circuit court ruling dismissing a breach of contract
action filed by Randy Kramer against Mike D. Murphy and the
William F. Murphy Self-Declaration of Trust.  The High Court
agreed with the circuit court's finding that it was precluded from
hearing the case under the terms of a forum-selection clause
incorporated into the parties' contract.

Mr. Kramer was one of the members and managers of Tri-State
Ethanol LLC, a bankrupt ethanol plant in Rosholt, South Dakota.
Mr. Kramer was also a member of White Rock Pipeline, LLC, which
owned a pipeline that supplied natural gas to Tri-State Ethanol.
The other individuals and entities that held membership interests
in White Rock Pipeline included Mr. Murphy, Walter Woods, Tri-
State Ethanol, and the Trust.

To comply with various federal regulations, Tri-State Ethanol
determined it was necessary to purchase the membership interests
of Messrs. Kramer, Murphy and Woods, and the Trust.  To accomplish
this, Tri-State Ethanol entered into a loan agreement with Mr.
Murphy and the Trust.  Tri-State Ethanol's duty to repay the loan
was evidenced by a $2,100,000 secured promissory note and a
$380,000 secured balloon promissory note.  The two notes were
attached to the Loan Agreement.

The Loan Agreement contained a forum-selection clause, which
stated, "[Tri-State Ethanol] . . . agrees that at the sole
election of [Murphy and the Trust], the jurisdiction and venue for
any suit hereon shall be the Fourteenth (14th) Judicial District
in Rock Island County, Illinois."  The Promissory Note and the
Balloon Note also contained similar forum-selection clauses.

To compensate the members who held an interest in White Rock
Pipeline, an agreement to disburse funds was also executed.  The
parties to the Disbursement Agreement included Messrs. Murphy,
Woods, and Kramer, and the Trust.  The Disbursement Agreement
provided that 79.3% of each monthly payment Tri-State Ethanol made
on the Balloon Note was to be disbursed to Messrs. Murphy, Walter
Woods, and Kramer, and the Trust until they were each fully
compensated for the value of their respective interests.

The Disbursement Agreement was attached to the Loan Agreement
along with the Balloon Note and the Promissory Note.  However, the
Disbursement Agreement did not contain a forum-selection clause.

Tri-State Ethanol was unable to meet its financial obligations and
eventually filed for Chapter 11 bankruptcy.  During the course of
the bankruptcy proceedings, Mr. Murphy and the Trust reached a
settlement agreement regarding payment of the Loan Agreement and
the Disbursement Agreement.  Mr. Murphy and the Trust, through its
trustee, represented to the bankruptcy court that they would use
the settlement proceeds to pay Mr. Kramer the amounts owed under
the Disbursement Agreement.  The bankruptcy court approved the
settlement agreement.

After the settlement proceeds from Tri-State Ethanol's bankruptcy
estate were distributed, Mr. Murphy and the Trust refused to pay
Mr. Kramer the full amount listed in the Disbursement Agreement.

Mr. Kramer sued Mr. Murphy and the Trust for breach of the
Disbursement Agreement in the Second Judicial Circuit of South
Dakota.  Mr. Murphy filed a motion to dismiss on the grounds of
improper venue.  He claimed that the forum-selection clauses
contained in the Loan Agreement, the Balloon Note, and the
Promissory Note controlled for any suit brought on the
Disbursement Agreement.  The circuit court agreed and dismissed
the case.  It found that while the Disbursement Agreement itself
had no forum-selection clause, the other three agreements
contained forum-selection clauses providing that the Fourteenth
Judicial District in Rock Island County, Illinois was the proper
forum.  The circuit court reasoned that the agreements must be
considered as a whole.

The minority justices held that Mr. Kramer was not bound by the
forum-selection clauses in the Promissory Note and Balloon Note as
he was not a signatory to, and he had no rights or obligations
under, the notes.  Even though the notes may have been a part of
an overall "contract," the forum-selection clauses in the notes
bound only the borrower -- that is, Tri-State Ethanol -- and did
not purport to bind non-financing parties like Mr. Kramer.

The case is, RANDY KRAMER, an Individual, Plaintiff and Appellant,
v. WILLIAM F. MURPHY SELF-DECLARATION OF TRUST and MIKE D. MURPHY,
an Individual, Defendants and Appellees, No. 26072-a-GAS (S.
Dak.).  A copy of the Court's Opinion dated June 27, 2012, is
available at http://is.gd/fg92Lbfrom Leagle.com.


TRIBUNE CO: Bank Debt Trades at 35% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 65.34 cents-on-the-
dollar during the week ended Friday, June 29, 2012, a drop of 0.83
percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.  The
loan is one of the biggest gainers and losers among 142 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRILLIUM CIRCLE: Files for Chapter 11 in Detroit
------------------------------------------------
Trillium Circle, LLC, owner of a namesake commercial development
in Grand Blanc, Michigan, filed a bare-bones Chapter 11 petition
(Banrk. E.D. Mich. Case No. 12-55532) in Detroit on June 28, 2012.

Trillium Circle estimated assets and liabilities of $10 million to
$50 million.

According to the case docket, the schedules of assets and
liabilities and the statement of financial affairs are due
July 12, 2012.  The Chapter 11 plan and disclosure statement are
due Oct. 26.

According to Wikipedia, Trillium Circle is the name of an outdoor
shopping center which, as of mid-2008, is under construction
outside the city of Grand Blanc, a suburb of Flint, Michigan, USA.
The shopping center features an IMAX movie theater owned by NCG
Cinemas, as well the 500th location for the restaurant chain
Buffalo Wild Wings.

In October 2011, PNC Bank N.A., sued the company in District Court
for the Eastern District of Michigan, seeking judicial foreclosure
and immediate appointment of a receiver.  PNC said it was unsure
of who is managing Trillium Circle and argued that the instability
of management diminishes the value of the company's property.  In
December 2011, District Court Judge Denise Page Hood granted the
request of PNC Bank and appointed McKinley, Inc. as receiver.

On April 18, 2006, Trillium entered into a loan agreement with PNC
for the development and building construction of the Trillium
Project.  Trillium executed two separate notes: $22,225,000.00 for
the Land Development Loan and $25,064,515.00 for the Construction
Loan.  The Notes were secured by a Mortgage and assignment of
rents. The Note and assignment of rents were partially discharged
on August 29, 2011.  Trillium defaulted on the loan agreement,
Notes, and Mortgage on April 18, 2009, when it did not pay the
balance due.  PNC provided notice of the default on Sept. 2,
2009.

On Feb. 28, 2001, Genesee County Circuit Court entered a default
judgment against Trillium in the case Faught et al. v. Park et
al., Case No. 10-94801-CZ.

On May 23, 2011, in a "Special Meeting" of Trillium members, Danny
Park was removed as the Manager of Trillium and Neal Porter and
Mark Blevins replaced him.  Danny Park did not sign the meeting
minutes.  On July 12, 2011, Mark Blevins, who personally
guaranteed some of Trillium's obligations died.

A second default judgment was entered against Trillium by Genesee
County Circuit Court on July 22, 2011 in the case GH Real Estate
Advisors, LLC v. Watermark Equities, LLC, Case No. 09-92294-CK. As
a result, GH Real Estate Advisors began to garnish Trillium rents
in September 2011.

On Sept. 23, 2011, PNC recorded a Notice of Default under Terms
and Conditions of the Mortgage with Genesee County Register of
Deeds.  The Notice of Default was served on the tenants of the
Trillium Project on Sept. 28, 2011.

On Sept. 30, Danny Park, who personally guaranteed some of
Trillium's obligations, filed Chapter 7 bankruptcy.

As of Oct. 27, 2011, PNC alleges the balances due on the Notes
are:

     * Land Development Loan -- $10,090,551.87 in principal and
       $71,583.85 in interest;

     * Construction Loan -- $10,478,872.95 in principal and
       $46,635.09 in interest.

Trillium on Dec. 15, 2011, informed the District Court a
settlement was reached with G.H. Real Estate Advisors setting
aside the July 2011 judgment.  The rents have been set aside in an
IOLTA account and will be partially released to G.H. Real Estate
and partially to PNC.

On Dec. 20, 2011, PNC filed an emergency motion asking for a
hearing or, in the alternative, appointment of a receiver without
further hearing.  PNC reported that Trillium was given notice in
May 2010 that it was in violation of Michigan's soil erosion and
sedimentation regulations.  The issues were not corrected.  On
Dec. 15, 2011, Trillium was informed that it had five days to come
into compliance or it may be liable for a municipal civil
infraction of up to $2,500, a civil fine of up to $25,000 per day,
and/or the issuance of a Cease and Desist order placed on the
entire property.

Elias Xenos, Esq., at The Xenos Law Firm, PLC, in Birmingham,
Michigan, serves as the Debtor's bankruptcy counsel.


TRILLIUM CIRCLE: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Trillium Circle, LLC
        c/o The Xenos Law Firm, PLC
        261 E. Maple Road
        Birmingham, MI 48009

Bankruptcy Case No.: 12-55532

Chapter 11 Petition Date: June 28, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

DEBTOR'S COUNSEL: ELIAS XENOS, ESQ.
                  THE XENOS LAW FIRM, PLC
                  261 E. Maple Road
                  Birmingham, MI 48009
                  Tel: (248) 812-9495
                  Fax: (248) 498-6272
                  E-mail: etx@XenosLawFirm.Com

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

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

The petition was signed by Neal Porter, managing member.

Debtor's List of Its Three Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
GH Real Estate Advisors, L.L.C.    --                      Unknown
c/o Albert J. Haddad
32270 Telegraph Road, Suite 295
Bingham Farms, MI 48025

James E. Faught                    --                      Unknown
c/o Kyle R. Reim, Esq.
Kyle R. Reim, Attorney at Law, P.L.C.
8245 Holly Road, Suite 203
Grand Blanc, MI 48439

PNC Bank, National Association     --                      Unknown
c/o Bruce R. Grubb, Esq.
Varnum, LLP
39500 High Pointe Boulevard, Suite 350
Novi, MI 48375


TROPICANA ENT: OpCo'S Post-Confirmation Report for Q4 2011
----------------------------------------------------------
Lance Millage, chief financial officer and treasurer of
Tropicana Entertainment Inc., submitted a post-confirmation
quarterly summary report of the Reorganized OpCo Debtors for the
reporting period of October 1 through December 31, 2011.

                 Tropicana Entertainment, LLC
                   Cash Sources/Uses Summary
           For the Period Oct. 1 to Dec. 21, 2011
                          Unaudited

Beginning cash balance                             $91,972,096

All receipts received by Debtor:
Cash sales                                         75,080,537
Collection of accounts receivable                           0
Proceeds from litigation                                    0
Sale of Reorganized OpCo Debtor's assets                    0
Capital infusion pursuant to OpCo Plan                      0
                                                --------------
Total cash received                                 75,080,537
                                                --------------
Total cash available                               167,952,633

Less all disbursements or payments:
Disbursements made under the OpCo Plan,                     0
  excluding admin. claims of bankruptcy
  professionals
Disbursements made pursuant to the admin.                   0
  claims of bankruptcy professionals
All other disbursements made in the ordinary       66,936,484
  course
                                                --------------
Total disbursements                                 66,936,484
                                                --------------
Ending Cash Balance                               $100,116,149
                                                ==============


                 Tropicana Entertainment, LLC
                    Combined Balance Sheet
                   As of December 31, 2011
                          Unaudited

                            ASSETS

Current Assets
Cash - unrestricted                               $31,538,036
Cash - restricted                                  12,417,192
Accounts receivable - net                          17,547,920
Inventory                                           1,690,042
Notes receivable                                            0
Prepaid expenses                                    7,805,709
Other                                                       0
                                                --------------
Total Current Assets                                70,998,899

Property, Plant and Equipment
Real property, buildings, boats and               249,980,098
  improvements
Machinery and equipment                                     0
Furniture, fixtures and office equipment           39,768,514
Vehicles                                                    0
Leasehold improvements / CIP                        5,414,377
Less: Accumulated depreciation/depletion          (34,741,847)
                                                --------------
Total property, plant and equipment                260,421,141

Due from affiliates and insiders                            0
Other                                              61,527,218
                                                --------------
TOTAL ASSETS                                      $392,947,258
                                                ==============

            LIABILITIES AND SHAREHOLDERS' DEFICIT

Liabilities Not Subject to Compromise -
Postpetition Liabilities:
Accounts payable                                   $9,067,362
Taxes payable                                       6,800,649
Notes payable                                               0
Professional fees                                           0
Secured debt                                                0
Due to affiliates and insiders                    (25,959,282)
Other                                              53,287,278
                                                --------------
Total postpetition liabilities                      43,196,007

Liabilities Subject to Compromise - Prepetition
Liabilities:
Secured debt - per plan                                     0
Priority debt - per plan                                    0
Unsecured debt - per plan                                   0
Other - per plan                                            0
                                                --------------
Total prepetition liabilities                                0
                                                --------------
Total Liabilities                                   43,196,007

Equity:
Common stock                                                0
Retained earnings (deficit)                       349,751,251
                                                --------------
Total Equity (Deficit)                             349,751,251
                                                --------------
TOTAL LIABILITIES AND OWNERS' EQUITY              $392,947,258
                                                ==============

The OpCo Debtors' Plan became effective on March 8, 2010.
Accordingly, at the Effective Date, the OpCo Debtors emerged from
Chapter 11 and are no longer debtors-in-possession.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: OpCo'S Post-Confirmation Report for Q1 2012
----------------------------------------------------------
Lance Millage, chief financial officer and treasurer of
Tropicana Entertainment Inc., submitted a post-confirmation
quarterly summary report of the Reorganized OpCo Debtors for the
reporting period of January 1 through March 31, 2012.

                 Tropicana Entertainment, LLC
                   Cash Sources/Uses Summary
         For the Period January 1 to March 31, 2012
                          Unaudited

Beginning cash balance                            $100,116,149

All receipts received by Debtor:
Cash sales                                         88,877,470
Collection of accounts receivable                           0
Proceeds from litigation                                    0
Sale of Reorganized OpCo Debtor's assets                    0
Capital infusion pursuant to OpCo Plan                      0
                                                --------------
Total cash received                                 88,877,470
                                                --------------
Total cash available                               188,993,619

Less all disbursements or payments:
Disbursements made under the OpCo Plan,                   200
  excluding admin. claims of bankruptcy
  professionals
Disbursements made pursuant to the admin.                   0
  claims of bankruptcy professionals
All other disbursements made in the ordinary       74,288,927
  course
                                                --------------
Total disbursements                                 74,289,127
                                                --------------
Ending Cash Balance                               $114,704,492
                                                ==============


                 Tropicana Entertainment, LLC
                    Combined Balance Sheet
                     As of March 31, 2012
                          Unaudited

                            ASSETS

Current Assets
Cash - unrestricted                               $25,637,260
Cash - restricted                                  12,422,359
Accounts receivable - net                          17,774,501
Inventory                                           1,804,979
Notes receivable                                            0
Prepaid expenses                                    9,242,265
Other                                                       0
                                                --------------
Total Current Assets                                66,881,363

Property, Plant and Equipment
Real property, buildings, boats and               247,225,429
  improvements
Machinery and equipment                                     0
Furniture, fixtures and office equipment           41,536,761
Vehicles                                                    0
Leasehold improvements / CIP                        6,855,166
Less: Accumulated depreciation/depletion          (38,731,909)
                                                --------------
Total property, plant and equipment                258,885,447

Due from affiliates and insiders                            0
Other                                              59,464,769
                                                --------------
TOTAL ASSETS                                      $383,231,579
                                                ==============

            LIABILITIES AND SHAREHOLDERS' DEFICIT

Liabilities Not Subject to Compromise -
Postpetition Liabilities:
Accounts payable                                   $8,749,100
Taxes payable                                       7,121,815
Notes payable                                               0
Professional fees                                           0
Secured debt                                                0
Due to affiliates and insiders                    (49,083,525)
Other                                              53,269,998
                                                --------------
Total postpetition liabilities                      20,057,387

Liabilities Subject to Compromise - Prepetition
Liabilities:
Secured debt - per plan                                     0
Priority debt - per plan                                    0
Unsecured debt - per plan                                   0
Other - per plan                                            0
                                                --------------
Total prepetition liabilities                                0
                                                --------------
Total Liabilities                                   20,057,387

Equity:
Common stock                                                0
Retained earnings (deficit)                       363,174,193
                                                --------------
Total Equity (Deficit)                             283,231,579
                                                --------------
TOTAL LIABILITIES AND OWNERS' EQUITY              $392,947,258
                                                ==============

The OpCo Debtors' Plan became effective on March 8, 2010.
Accordingly, at the Effective Date, the OpCo Debtors emerged from
Chapter 11 and are no longer debtors-in-possession.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Tropicana Entertainment Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TXU CORP: Bank Debt Trades at 38% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 62.40 cents-on-the-dollar during the week
ended Friday, June 29, 2012, an increase of 0.46 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
350 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2014, and carries Standard & Poor's
CCC rating.  The loan is one of the biggest gainers and losers
among 142 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed
$44.07 billion in total assets, $51.83 billion in total
liabilities, and a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


U.S. STEEL: S&P Alters Outlook to Negative; Affirms 'BB' CCR
------------------------------------------------------------
Standard & Poor's Ratings Services it revised the outlook on
Pittsburgh-based United States Steel Corp. to negative from
stable.  "At the same, time we affirmed the 'BB' corporate credit
rating on the company, as well as the 'BB' issue level rating
(the same as the corporate credit rating) and our '3' recovery
rating on the company's senior unsecured notes.  The '3' recovery
rating indicates our expectation of a meaningful (50% to 70%)
recovery in the event of a default," S&P said.

"The rating outlook revision reflects our view that the company's
operating performance in 2012 and 2013 could fall short of our
expectations because of deteriorating pricing as a result of
excess domestic supply, increased imports, and lower scrap
prices," said Standard & Poor's credit analyst Marie Shmaruk.

"The rating on U.S. Steel reflects what Standard & Poor's
considers to be the combination of its "fair" business risk and
"aggressive" financial risk.  In our view, the integrated steel
producer has capital-intensive operations, is exposed to highly
cyclical and competitive markets, and has a high degree of
operating leverage.  Its financial risk profile reflects
relatively high levels of book debt and significant underfunded
postretirement benefit obligations.  Our ratings on the company
also reflect its "strong" liquidity, good scope and breadth of
product and operations, and the benefits of its backward
integration into iron ore and coke production," S&P said.

Domestic steel demand and prices have fluctuated significantly
over the past few years.  "But, overall, U.S. Steel's financial
performance has gradually improved and credit metrics have trended
closer to our expectations for the rating because of better auto
production and solid demand for oil country tubular goods. As of
March 31, 2012, debt to EBITDA improved to 4.7x and funds
from operations (FFO) to total debt improved to 18%. (We adjust
these measures for post retirement obligations, operating leases,
and asset retirement obligations.)," S&P said.

"However, we expect them to weaken in the next few quarters as
sheet pricing seems to be following a similar pattern to the past
couple of years and weakening at midyear," S&P said.

"We now expect 2012 EBITDA will fall below the $1.7 billion to
$1.9 billion we had anticipated at the beginning of the year and
may be closer to last year's $1.3 billion, with credit metrics
weaker than what we consider appropriate for the 'BB' rating.  If
prices don't firm, debt to EBITDA in 2012 could approach 6x and
FFO to total debt could fall to 10% compared with the our
expectations for the rating of debt to EBITDA of about 4.5x and
FFO to debt of about 20%," S&P said.

"In our view, conditions should improve somewhat in 2013,
reflecting our expectation for continued slow growth in the U.S.
economy.  However, if persistent domestic overcapacity because of
slower-than-expected U.S. economic growth, economic uncertainty in
Europe, and slowing steel usage in China continue to pressure
pricing and margins and erode liquidity, we could lower
the ratings," S&P said.

U.S. Steel is a relatively large player in the highly fragmented
global steel market.  It has about 24 million tons of steel
capacity in North America and about 5 million tons of capacity at
its operations in the Slovak Republic.

U.S. Steel is also the only integrated steel company in North
America that is primarily self-sufficient in producing iron ore
and produces and has long-term contracts for a majority of its
coke needs, which has somewhat limited its exposure to recent
rapid increases in procurement costs.  It also has a diverse
product mix that is mostly value added.  It's a leading domestic
producer of tubular products (for the oil and gas industry) and
tin and other coated-steel products.  However, it is significantly
exposed to the volatile flat-rolled market, with spot sales
accounting for about half of its total shipments.

"The negative rating outlook reflects our expectation that U.S.
Steel's financial risk profile and credit measures are unlikely to
improve to levels we consider more in line with the rating in the
coming quarters.  In our view, if conditions continue to be weak
in the second half of the year, U.S. Steel may only generate about
$1.3 billion of EBITDA in 2012, with credit metrics below our
expectation for the rating.  We expect improvement in 2013 based
on our expectation for continued slow economic growth and relative
strength in the company's key end markets. But slower-than-
expected U.S. growth, eurozone woes, and slowing economic growth
in China could pressure demand and pricing and keep metrics weak.
The rating also reflects our view of the company's strong
liquidity, which should be sufficient to fund increased working
capital needs as business expands and as capital spending remains
high to fund strategic projects," S&P said.

"We could lower the rating if market conditions do not improve or
if global economic and political uncertainty throws the economy
into recession or causes weak industry conditions, resulting in
the company's liquidity falling below $1 billion as it uses its
available funds to cover operating losses.  In this scenario, we
envision credit metrics remaining weaker than our expectations
for the rating," S&P said.

An upgrade would be contingent on a sustained improvement in
market conditions, allowing the company to improve its debt to
EBITDA to less than 3x and FFO to total debt to more than 30% on a
sustained basis.  "We do not view this scenario to be likely over
the next 12 months," S&P said.


UNION INVESTMENT: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Union Investment Corp.
        fdba New Century Commercial And Mortgage Corp.
        P.O. Box 72522
        Las Vegas, NV 89170

Bankruptcy Case No.: 12-17642

Chapter 11 Petition Date: June 28, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Robert Atkinson, Esq.
                  KUPPERLIN LAW GROUP, LLC
                  8965 S. Eastern Avenue, Suite 350
                  Las Vegas, NV 89123
                  Tel: (702) 614 0600
                  Fax: (702) 614 0647
                  E-mail: robert@kupperlin.com

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

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

A copy of the Company's list of its 13 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb12-17642.pdf

The petition was signed by Kenneth Gharib, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Ken & Associates, Inc.                10-26670            08/31/10


VB HOSPITALITY: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: VB Hospitality, LLC
        dba Brunswick Hotel
        2880 US Route 1
        North Brunswick, NJ 08902

Bankruptcy Case No.: 12-26455

Chapter 11 Petition Date: June 29, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Jerrold S. Kulback, Esq.
                  ARCHER & GREINER, P.C.
                  One Centennial Square
                  Haddonfield, NJ 08033
                  Tel: (856) 795-2121
                  Fax: (856) 795-0574
                  E-mail: jkulback@archerlaw.com

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

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

A copy of the Company's list of its 13 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/njb12-26455.pdf

The petition was signed by Dr. Ashok Dhabuwala, president/member.


VISION INDUSTRIES: Posts $1.399 Net Loss in Q1 2012
---------------------------------------------------
Vision Industries Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $1,398,588 on $10,500 of revenue for the
three months ended March 31, 2012, compared with a net loss of
$1,512,277 on $113,625 of revenue for the same period last year.

The Company's balance sheet at March 31, 2012, showed
$1,150,238 in total assets, $2,488,794 in total liabilities, and a
stockholders' deficit of $1,338,556.

Drake & Klein CPAs, in Clearwater, Florida, expressed substantial
doubt about Vision Industries' ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company's
cash and available credit are not sufficient to support its
operations for the next year.

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

                        http://is.gd/EIc0kS

Gardena, Calif.-based Vision Industries Corp. is a developer of
zero emission hydrogen fuel cell/electric powered vehicles and
will be providing fueling solutions by building, owning, and
operating hydrogen fueling stations.


VQ LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: VQ LLC
        224 W Washington St #101
        Sequim, WA 98382

Bankruptcy Case No.: 12-16803

Chapter 11 Petition Date: June 29, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Jason E. Anderson, Esq.
                  LAW OFFICE OF JASON E ANDERSON
                  8015 15th Ave NW Ste 5
                  Seattle, WA 98117
                  Tel: (206) 706-2882
                  E-mail: jason@jasonandersonlaw.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 Victor Quinet.


W&T OFFSHORE: Moody's Raises Corp. Family Rating to 'B2'
--------------------------------------------------------
Moody's Investors Service upgraded W&T Offshore's (WTI) Corporate
Family Rating (CFR) to B2 from B3. Moody's also affirmed its SGL-2
Speculative Grade Liquidity Rating (SGL). The rating outlook is
stable. This action concludes Moody's review for upgrade, which
commenced April 2, 2012.

"W&T Offshore has made good strides to bolster its production and
reserve scale and better generate internally the cash flow
necessary to develop their heavily weighted to oil and liquids
prospects," said Harry Schroeder Moody's Vice President.

Ratings Rationale

The B2 CFR reflects the company's growing reserve and production
base, its production progression to and capital budgeting emphasis
on liquids, adequate inventory of drilling opportunities and oil
and concentration in the offshore Gulf of Mexico (GOM). It also
considers WTI's long operating experience in the area. While
enjoying reasonable well-bore diversification in the GOM, the high
decline rates, capital intensity and inherent operational
challenges in that theater make constantly increasing economic
reserve replacement imperative for long-term viability. To add
reserves, WTI utilizes an acquire and exploit strategy with
economic success fundamentally tied to initial entry price. In
2010 and 2011 about 75% of reserve adds were through purchases.
Commodity Pricing for liquids and oil have been very favorable to
WTI over the last few years vis-…-vis that entry point permitting
a sharp rise in capital spending and potentially acquisitions.
2012 is the commencement of a more active drilling program,
including offshore exploration, 2012 capital expenditures are
budgeted for $425 million with a comparable amount probable in
2013. An estimated Retained Cash Flow of $900 million to $1.0
billion (barring a sizeable special dividend) supports this. Exit
leverage will be a function of the acquisitions (if any) made. The
standardized measure of discounted future net cash flows at
12/31/2011 equals about $2.0 billion and when adjusted for income
taxes equals about $2.7 billion. Total debt is about $725 million
with $560 million of revolving credit availability yielding good
asset coverage. As the shallower GOM has matured, W&T has
increased its activities in deeper areas. These generally have
more concentrated risk as they exhibit higher operational
challenges, F&D costs and have more binary economic results. WTI
has further diversified into more stable onshore areas with
acquisitions in the Permian Basin and working interests in South
and East Texas. W&T's leverage is low compared to similarly rated
peers, a function of its short reserve life. WTI is over 52% owned
by Tracy Krohn its Chairman, CEO and member of the Nominating and
fGovernance Committee.

Liquidity

W&T's SGL-2 liquidity rating reflects good liquidity over the next
twelve months. At March 31, 2012, the company held about $8
million in cash and approximately $490 million of availability
under its senior secured credit facility. The borrowing base has
subsequently been expanded to $650 million leaving availability of
approximately $560 million. Organic capital expenditures should be
approximately self-funding; draws under the revolver will be a
function of acquisitions (if any) consummated. Including $325
million in acquisitions through the end of 2013 ($1.2 billion in
total asset additions) would increase borrowings under the
revolver to a level of approximately $250 million leaving about
$400 million in borrowing capacity at that point under the
borrowing base. There are no debt maturities prior to 2015.
Covenants under the facility include a maximum debt / EBITDA ratio
of 3.0x and a minimum current ratio of 1.0x. WTI has ample
headroom under both.

Structural Considerations

The B3 senior unsecured notes rating reflects both the overall
probability of default of WTI, to which Moody's assigns a PDR of
B2, and a loss given default of LGD 5 (76%). The size of the
senior secured revolver's potential priority claim relative to the
senior unsecured notes results in the notes being rated one notch
beneath the B2 CFR under Moody's Loss Given Default Methodology. A
heavily drawn revolving credit could result in double-notching of
the notes.

Rating Outlook

The outlook is stable.

What could move the rating Up?

Given the operating complexity and reserve production
characteristics of the GOM an upgrade will be difficult to
achieve. Average daily production exceeding 70,000 bpd with a
sustained LFCR greater than 1.75X and debt /Proved developed
reserves of less than $10 BOE would be reasons for consideration.

What could move the rating Down?

An increase in the level of debt to $15/BOE coupled with LFCR
falling below a sustained 1.5X and a sustained availability of
less than $200 million under the revolving credit would reasons to
consider a downgrade.

The principal methodology used in rating W&T Offshore 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.

W&T Offshore Inc., which is headquartered in Houston, Texas, is
engaged in the exploration and production of oil, natural gas
liquids, and natural gas.


WAPEHANI HILLS: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Wapehani Hills Apartments LLC
        2201 S. Oakdale West Drive
        Bloomington, IN 47401

Bankruptcy Case No.: 12-07815

Chapter 11 Petition Date: June 28, 2012

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: Craig R. Benson, Esq.
                  CRAIG BENSON, ATTORNEY AT LAW, P.C.
                  9577 East State Road 45
                  Unionville, IN 47468
                  Tel: (812) 322-6683
                  Fax: (866) 703-3731
                  E-mail: craigbensonlaw@gmail.com

Scheduled Assets: $7,719,978

Scheduled Liabilities: $6,069,726

A copy of the Company's list of its nine largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/insb12-07815.pdf

The petition was signed by Matthew V. Cascio, owner member.


WPCS INTERNATIONAL: Fails to Comply with $1 Bid Price Rule
----------------------------------------------------------
WPCS International Incorporated received a letter from the The
NASDAQ Stock Market, notifying the Company that for the last 30
consecutive business days, the closing bid price of the Company's
common stock has been below $1.00 per share, the minimum closing
bid price required by the continued listing requirements of NASDAQ
set forth in Listing Rule 5450(a)(1).

In accordance with Listing Rule 5810(c)(3)(A), the Company has 180
calendar days, or until Dec. 24, 2012, to regain compliance with
the Rule.  To regain compliance, the closing bid price of the
Company's common stock must be at least $1.00 per share for a
minimum of 10 consecutive business days during the Compliance
Period.

If the Company does not regain compliance by Dec. 24, 2012, NASDAQ
will provide written notification to the Company that its common
stock may be delisted.  The Company may submit an application on
or before Dec. 24, 2012, to transfer its securities to The NASDAQ
Capital Market.  Following submission of the application, the
Company would be granted an additional 180-day period from
Dec. 24, 2012, to regain compliance, if it meets the continued
listing requirement for market value of publicly held shares and
all other initial listing standards for The NASDAQ Capital Market,
with the exception of the bid price requirement, and the Company
would need to provide written notice to NASDAQ of its intention to
cure the deficiency during the second compliance period by
effecting a reverse stock split, if necessary.

There is no assurance as to the price at which the Company's
common stock will trade.  The Company intends to actively monitor
the bid price for its common stock during the Compliance Period,
and if the common stock continues to trade below the minimum bid
price required for continued listing, the Company's board of
directors will consider its options to regain compliance with the
continued listing requirements.

                      About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.

The Company reported a net loss attributable to WPCS of $12.02
million for the nine months ended Jan. 31, 2012, compared with a
net loss attributable to WPCS of $9.80 million for the same period
during the prior year.

The Company's balance sheet at Jan. 31, 2012, showed
$37.69 million in total assets, $23.21 million in total
liabilities, and $14.48 million in total equity.


WILLIAM LYON: Buys 165-Acre Property for $21.5 Million
------------------------------------------------------
William Lyon Homes, Inc., consummated the purchase of certain real
property (comprising approximately 165 acres) in San Diego County,
California; San Bernardino County, California; Maricopa County,
Arizona; and Clark County, Nevada, representing seven separate
residential for sale developments, comprising over 1,000 lots.
The aggregate purchase price of the property was $21,500,000.  The
Company paid $11,000,000 cash, and issued 10,000,000 shares of
Class 'A' common stock of the Company, to investment vehicles
managed by affiliates of Colony Capital, LLC, for consideration of
the property.

The shares of Class 'A' common stock were issued in reliance upon
the exemption from securities registration afforded by the
provisions of Section 4(2) of the Securities Act of 1933, as
amended, and Regulation D, as promulgated by the U.S. Securities
and Exchange Commission under the Securities Act, based upon the
following: (a) the offer and sale of the securities was part of a
privately negotiated transaction only with Colony and did not
involve a general solicitation and (b) Colony represented in the
transaction documents that it was an accredited investor as
defined in Regulation D of the Securities Act.

                     About William Lyon Homes

Based in Newport Beach, California, William Lyon Homes and its
subsidiaries -- http://www.lyonhomes.com/-- are primarily engaged
in designing, constructing and selling single family detached and
attached homes in California, Arizona and Nevada.

William Lyon Homes and its affiliates commenced a prepackaged
Chapter 11 reorganization (Bankr. D. Del. Lead Case No. 11-14019)
on Dec. 19, 2011.  William Lyon had been pursuing an out-of-court
restructuring since January.  The reorganization plan, announced
in November, will reduce debt on borrowed money from $510 million
to $328 million.  The Debtors intend to obtain approval of the
bankruptcy plan at a hearing beginning Feb. 10, 2012.

The Chapter 11 plan already has been accepted by 97% in amount and
93% in number of senior unsecured notes.  The Plan exchanges the
notes for equity and generates $85 million in new cash.  Holders
owed $300 million on senior unsecured notes are to exchange the
debt for $75 million in new secured notes plus 28.5% of the common
equity. The Lyon family will invest $25 million in return for 20%
of the common stock and warrants for another 9.1%.  Senior secured
lenders led by ColFin WLH Funding LLC, an affiliate of real-estate
finance and investment company Colony Financial Inc., would
receive a new $235 million 10.25% three-year secured note for
existing secured claim of at least $206 million in principal.
There will be a rights offering to buy $10 million in common stock
and $50 million in convertible preferred stock, representing 51.5%
of the new equity.  A noteholder has agreed to buy any of the
offering that isn't purchased.

The company didn't make a $7.5 million interest payment payable
Oct. 1, 2011, on $138.8 million in 10.75% senior notes due 2013.

William Lyon expects to pay its remaining creditors in full,
including vendors and other general unsecured creditors.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel.
Lawyers at Irell & Manella LLP serve as their special counsel.
Alvarez & Marsal North America LLC serves as the Debtors'
financial advisors.  Kurtzman Carson Consultants, LLC, serves as
the Debtors' claims and notice agent.  The petition says assets
are $593.5 million with debt totaling $606.6 million as of
Sept. 30, 2011.

Counsel to the Backstop Investors are Matthew K. Kelsey, Esq., and
J. Eric Wise, Esq., at Gibson, Dunn & Crutcher LLP.  Counsel to
the Ad Hoc Noteholders Group are Mark Shinderman, Esq., and Neil
Wertlieb, Esq., at Milbank, Tweed, Hadley & McCloy LLP.  Delaware
Counsel to the Ad Hoc Noteholders Group is Robert J. Dehney, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP.  The Prepetition Agent
and the Prepetition Secured Lenders are represented by David P.
Simonds, Esq., at Akin Gump Strauss Hauer & Feld LLP and David
Stratton, Esq., at Pepper Hamilton LLP.  The Prepetition Lenders
also have hired FTI Consulting Inc. as advisors.

No creditors committee has yet been appointed by the Office of the
U.S. Trustee.

William Lyon Homes emerged from its voluntary pre-packaged chapter
11 reorganization with the effectiveness of its plan of
reorganization having occurred on February 25.  The U.S.
Bankruptcy Court confirmed the Company's pre-packaged plan of
reorganization on February 10th, just 53 days after its plan and
related petitions were filed.

                           *    *     *

As reported by the TCR on April 9, 2012, Standard & Poor's Ratings
Services withdrew its 'D' corporate credit rating on William Lyon
Homes.  "We withdrew our ratings on William Lyon and its rated
debt after the company emerged from bankruptcy and exchanged
previously rated securities for new, unrated secured notes and
equity," said credit analyst Matthew Lynam.


XZERES CORP: Silberstein Ungar Raises Going Concern Doubt
---------------------------------------------------------
XZERES Corp. filed its annual report on Form 10-K for the fiscal
year ended Feb. 29, 2012.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about XZERES' ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred losses from operations, has negative working capital, and
is in need of additional capital to grow its operations so that it
can become profitable.

The Company reported a net loss of $8.60 million on $3.97 million
of revenues for the year ended Feb. 29, 2012, compared with a net
loss of $5.10 million on $1.49 million of revenues for the year
ended Feb. 28, 2011.

The Company's balance sheet at Feb. 29, 2012, showed $4.85 million
in total assets, $3.23 million in total current liabilities, and
stockholders' equity of $1.62 million.

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

                       http://is.gd/1O5Vyd

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.


* Moody's Says High Fuel Costs Limit Airline Sector's Profit
------------------------------------------------------------
Despite still high fuel costs and the weak economic environment,
the outlook for the global airline industry is stable, says
Moody's Investors Service in its latest annual outlook "Global
Airline Industry: Higher Fares, Capacity Discipline to Sustain
Operating Profits Despite High Fuel Costs."

"High fuel costs and jitters over the global economy will limit
operating profit growth for the airline industry," said Jonathan
Root, a Moody's Vice President -- Senior Credit Officer. "Still,
North American and Middle Eastern carriers could see some modest
profit improvement as European carriers struggle with a weak
environment and Asian operators face intensifying competition."

Moody's industry outlooks reflect the rating agency's expectations
for fundamental business conditions in the industry over the next
12 to 18 months.

Moody's does not expect increases in fares as long as key
benchmark Brent crude oil remains below $110 per barrel. In
addition, absent any increase in demand for air travel, there's
little support to boost prices, says Moody's.

Slowing growth in passenger demand is likely as economic
uncertainties weigh on business confidence and corporate travel
budgets. Slowing growth in revenue passenger kilometers will be
the norm into 2013, says Moody's.

The stable outlook also incorporates Moody's expectations that
airlines - despite significant deliveries of new aircraft - will
maintain capacity discipline with the majority of new planes
replacing less fuel efficient models.


* Moody's Says N.A. Manufacturers Likely to See Slower Growth
-------------------------------------------------------------
The outlook for North American diversified manufacturers is stable
as macro economic uncertainties will cause annual operating income
to grow at a slow pace through mid-2013, says Moody's Investors
Service in its latest annual outlook for the North American
diversified manufacturing industry.

The new report, "Looming Economic Clouds to Slow Growth" explains
that year-on-year comparisons will become more difficult as growth
is constrained by potential fallout from the European debt crises
and weak industry fundamentals across several sectors.

"We expect industry annual organic income growth to slow to
between 0% to 4% from its current level of 10%," said Darren Kirk,
a Moody's Vice President -- Senior Credit Officer and author of
the report. "While margins remain higher than before the 2007-2009
recession, slowing productivity growth and commodity costs that
remain elevated by historical standards will inhibit further
margin expansion."

Manufacturing activity has expanded strongly over the past two
years, but is slowing sharply, says the report. That's supported
by readings from The Institute for Supply Management's PMI Index
which Moody's expects will remain between 50%-54% through mid-
2013. Capacity utilization however may be near a peak and Moody's
expects it will moderate as production growth slows and modest
capacity additions continue.

Moody's industry outlooks reflect the rating agency's expectations
for fundamental business conditions in the industry over the next
12 to 18 months. Moody's says it would move its outlook for
diversified manufacturers to negative if industry EBITA growth
were expected to turn negative, and to positive if industry EBITA
were expected to expand by more than 4%.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                            Total
                                           Share-      Total
                                 Total   Holders'    Working
                                Assets     Equity    Capital
  Company          Ticker         ($MM)      ($MM)      ($MM)
  -------          ------       ------   --------    -------
ABSOLUTE SOFTWRE   ABT CN        127.2       (3.2)      14.0
ACCO BRANDS CORP   ACCO US     1,044.9      (68.3)     311.8
ADVANCED BIOMEDI   ABMT US         0.2       (1.9)      (1.5)
AMC NETWORKS-A     AMCX US     2,125.8   (1,004.9)     506.4
AMER AXLE & MFG    AXL US      2,502.3     (376.4)     264.6
AMERISTAR CASINO   ASCA US     2,026.3      (45.8)     (13.5)
ARRAY BIOPHARMA    ARRY US       120.0      (78.8)      28.4
ATLATSA RESOURCE   ATL SJ        920.8     (233.7)      20.0
AUTOZONE INC       AZO US      6,148.9   (1,416.8)    (623.1)
BOSTON PIZZA R-U   BPF-U CN      166.1      (91.7)      (1.5)
CABLEVISION SY-A   CVC US      7,088.5   (5,609.6)    (218.0)
CAPMARK FINANCIA   CPMK US    20,085.1     (933.1)       -
CARMIKE CINEMAS    CKEC US       420.8       (1.9)     (26.1)
CC MEDIA-A         CCMO US    16,489.3   (7,802.6)   1,550.1
CENTENNIAL COMM    CYCL US     1,480.9     (925.9)     (52.1)
CHENIERE ENERGY    CQP US      1,762.3     (574.9)      31.7
CHOICE HOTELS      CHH US        443.2      (26.2)       2.1
CIENA CORP         CIEN US     1,928.6      (41.1)     924.4
CINCINNATI BELL    CBB US      2,657.9     (701.3)     (42.6)
CLOROX CO          CLX US      4,386.0     (106.0)    (689.0)
CROWN HOLDINGS I   CCK US      7,178.0      (82.0)     731.0
DEAN FOODS CO      DF US       5,758.6      (52.7)     296.0
DELTA AIR LI       DAL US     44,189.0   (1,011.0)  (5,347.0)
DENNY'S CORP       DENN US       336.2       (2.6)     (16.3)
DIRECTV-A          DTV US     21,912.0   (3,377.0)   1,210.0
DISH NETWORK-A     DISH US    12,409.5      (55.6)     778.4
DISH NETWORK-A     EOT GR     12,409.5      (55.6)     778.4
DOMINO'S PIZZA     DPZ US        601.3   (1,365.7)      58.8
DUN & BRADSTREET   DNB US      1,903.8     (628.3)    (261.0)
EDGEN GROUP INC    EDG US        555.6     (154.7)     267.4
FAIRPOINT COMMUN   FRP US      1,929.1     (149.8)      38.1
FIESTA RESTAURAN   FRGI US       364.8       (3.2)      (9.0)
FIFTH & PACIFIC    FNP US        796.8     (161.9)       9.7
FREESCALE SEMICO   FSL US      3,371.0   (4,472.0)   1,444.0
GENCORP INC        GY US         874.0     (171.3)      47.3
GLG PARTNERS INC   GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US      400.0     (285.6)     156.9
GOLD RESERVE INC   GRZ US         78.3      (25.8)      56.9
GOLD RESERVE INC   GRZ CN         78.3      (25.8)      56.9
GRAHAM PACKAGING   GRM US      2,947.5     (520.8)     298.5
HCA HOLDINGS INC   HCA US     27,139.0   (7,324.0)   1,667.0
HUGHES TELEMATIC   HUTC US       110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTCU US      110.2     (101.6)    (113.8)
INCYTE CORP        INCY US       293.6     (248.9)     133.9
IPCS INC           IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US       124.7      (64.8)       2.2
JUST ENERGY GROU   JE CN       1,543.0     (527.2)    (481.0)
JUST ENERGY GROU   JE US       1,543.0     (527.2)    (481.0)
LIMITED BRANDS     LTD US      6,616.0     (131.0)   1,526.0
LIN TV CORP-CL A   TVL US        804.7      (75.7)      47.4
LORILLARD INC      LO US       3,351.0   (1,666.0)     919.0
MARRIOTT INTL-A    MAR US      6,171.0     (848.0)  (1,442.0)
MEAD JOHNSON       MJN US      2,866.7      (28.5)     635.2
MERITOR INC        MTOR US     2,565.0     (945.0)     193.0
MERRIMACK PHARMA   MACK US        64.4      (43.6)      21.0
MONEYGRAM INTERN   MGI US      5,136.2      (92.5)     (16.2)
NATIONAL CINEMED   NCMI US       788.5     (347.4)     102.6
NAVISTAR INTL      NAV US     11,384.0     (407.0)   1,658.0
NB MANUFACTURING   NBMF US         -         (0.0)      (0.0)
NEXSTAR BROADC-A   NXST US       578.2     (179.9)      34.5
NOVADAQ TECHNOLO   NDQ CN         23.5       (3.9)       7.5
NPS PHARM INC      NPSP US       183.3      (54.4)     130.0
NYMOX PHARMACEUT   NYMX US         6.4       (5.2)       2.9
ODYSSEY MARINE     OMEX US        21.9      (14.2)     (13.9)
OMEROS CORP        OMER US        21.1      (12.7)       1.0
ORGANOVO HOLDING   ONVO US        11.2      (37.4)       9.7
PALM INC           PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN   PDLI US       235.0     (243.8)      56.6
PEER REVIEW MEDI   PRVW US         1.4       (3.4)      (3.8)
PLAYBOY ENTERP-A   PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC       PRM US        208.0      (91.7)       3.6
PROOFPOINT INC     PFPT US        64.7      (29.1)     (33.7)
PROTECTION ONE     PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US       330.8      (67.6)      54.5
REGAL ENTERTAI-A   RGC US      2,307.0     (552.6)      46.5
RENAISSANCE LEA    RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A       REV US      1,156.7     (679.6)     184.9
REXNORD CORP       RXN US      3,290.9      (80.8)     551.0
RURAL/METRO CORP   RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL   SBH US      1,789.9      (69.2)     478.8
SINCLAIR BROAD-A   SBGI US     1,771.2      (87.2)       3.9
TAUBMAN CENTERS    TCO US      3,096.4     (275.8)       -
THRESHOLD PHARMA   THLD US        89.7      (77.4)      72.8
UNISYS CORP        UIS US      2,455.6   (1,240.4)     430.5
VECTOR GROUP LTD   VGR US        886.1     (132.7)     145.6
VERISIGN INC       VRSN US     1,882.8      (71.3)     831.1
VERISK ANALYTI-A   VRSK US     1,892.0      (10.3)    (147.7)
VIRGIN MOBILE-A    VM US         307.4     (244.2)    (138.3)
WEIGHT WATCHERS    WTW US      1,176.1   (1,856.8)  (1,057.9)




                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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