TCR_Public/120710.mbx          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 10, 2012, Vol. 16, No. 190

                            Headlines

250 PACKERS: Voluntary Chapter 11 Case Summary
A123 SYSTEMS: Had $125.0 Million Net Loss in First Quarter
AFA FOODS: Names Stalking Horse for Pennsylvania Assets
ALT HOTEL: Cash Collateral Hearing Continued Until Aug. 6
ALT HOTEL: Court Sets July 23 Plan Confirmation Hearing

AMERICAN AIRLINES: AMR Reports June 2012 Traffic Results
ASCENDIA BRANDS: Former Board Member Wants Case Dismissal Denied
B-NGAE1 LLC: Voluntary Chapter 11 Case Summary
BAYOU GROUP: Goldman Sachs Made $20.6 Million Arbitration Mistake
BERNARD L. MADOFF: Solus Sues Perry for Filing to Sell Claim

BERNARD L. MADOFF: Peter Madoff Pleads Guilty to Felony
BOYD GAMING: S&P Assigns 'B' Issue-Level Rating to $350MM Notes
CACTUS-SECRETARIAT: Case Summary & 6 Largest Unsecured Creditors
CAPITOL BANCORP: Amends Terms of Standby Plan of Reorganization
CE GENERATION: S&P Alters Outlook on $400MM Secured Notes to Neg.

CENGAGE LEARNING: Moody's Lowers CFR to 'Caa1'; Outlook Negative
CENGAGE LEARNING: S&P Rates $710MM Second Lien Notes at 'CCC'
CENTRAL ENERGY: Incurred $447,000 Net Loss in First Quarter
CENTURION PROPERTIES: Court Enters Final Decree Closing Case
CHARLES BRELAND: Consent Order, Not Plan, Controls IRS Claim

CHINA 3C: Had $4.7 Million Net Loss in First Quarter
CHINA TEL GROUP: Unregistered Securities Sales Exceed Threshold
CHINA YIDA: Fails to Comply With NASDAQ's $1 Bid Price Rule
CLARE AT WATER: Hearing on Conditioning Cash Use Set for July 18
CLIFFS CLUB: Set Aug. 6 Plan Confirmation Hearing

CLOUD PEAK: Coal Asset Acquisition Won't Affect Moody's Ratings
COMPETITIVE TECHNOLOGIES: Extends Calmare Agreement Until 2021
CONNAUGHT GROUP: Ali Law Group Approved as Labor Counsel
CONNAUGHT GROUP: Proposes to Tap CBIZ as Taxation Accountants
CONSOL ENERGY: Mine Closure, Asset Sale Won't Affect Ratings

CORDILLERA GOLF: Club Members Ask Judge to Move Case
D.L. BERRY: Case Summary & 5 Largest Unsecured Creditors
DECISION DIAGNOSTICS: Had $105,000 Net Loss in First Quarter
DELTA OIL & GAS: Had $104,200 Net Loss in First Quarter
DELTA PETROLEUM: Max Holdings Required to be Sold Down $0

DELTA PETROLEUM: Has Forbearance with DIP Lenders Until July 16
DESERT HAWK: Has Forbearance with DMRJ Group Until Sept. 30
DEWEY & LEBOEUF: Fifth Third Wants Relief from Automatic Stay
DEWEY & LEBOEUF: Taps Thierhoff Muller as German Wind Down Counsel
DEWITT REHABILITATION: Wins Confirmation of Reorganization Plan

DR TATTOFF: Had $617,900 Net Loss in 1st Quarter
DYNEGY INC: S&P Gives D Corp Credit Rating on Bankruptcy
EDWARD STURT-PENROSE: Court Converts Case to Chapter 7
ENOVA SYSTEMS: Receives NYSE MKT Exchange Notice of De-Listing
ENVIRONMENTAL SOLUTIONS: Had $426,100 Net Loss in 1st Quarter

EQUINIX INC: Moody's Changes Outlook on 'Ba3' CFR to Positive
FILENE'S BASEMENT: Judge Stalls Hearing on Plan Outline
FILENE'S BASEMENT: Opposes Creditors' Bid to Delay Settlement
FIRST AMERICANS: Agents Plead Guilty to $29MM Annuities Fraud
FIRSTFED FINANCIAL: Making Second Stab at Plan Confirmation

FIVE B'S INC: Case Summary & 20 Largest Unsecured Creditors
FLETCHER INT'L: Fund Temporarily Halts Bermuda Bankruptcy
FLOODCOOLING TECH: Case Summary & 5 Largest Unsecured Creditors
FOUR OAKS: Had $552,000 Profit in First Quarter
FRANKLIN CREDIT: Amends Prepackaged Plan to Change Record Date

FREEDOM ENVIRONMENTAL: Significant Losses Cue Going Concern Doubt
FRENCH QUARTER: Principal Slapped With $999,000 Judgment
GENERAL MOTORS: Weil, Butzel, Kramer Pay $520K to End Fee Fight
GEOMET INC: Had $52.9 Million Net Loss in First Quarter
GETTY PETROLEUM: Unit Wins $5MM Judgment in Green Valley Rent Row

GLOBAL ARENA: Had $231,800 Net Loss in First Quarter
GLOBAL AVIATION: Creditors Committee Objects to Bonuses
GOLF TOWN: S&P Assigns 'B' Long-Term Corporate Credit Rating
HARRISBURG, PA: Prohibited From Municipal Bankruptcy Until Dec. 1
HAWKER BEECHCRAFT: To Pursue Combination With Superior

HOSTESS BRANDS: Deadline to Sue Lenders on Aug. 29
HUSSEY COPPER: Seeks Fourth Extension of Plan Exclusivity
INDIANAPOLIS DOWNS: Settles With Former Manager Cordish
INTEGRATED ENVIRONMENTAL: Had $468,800 Net Loss in 1st Quarter
INTERNATIONAL COMMERCIAL: Had $21,608 Net Loss in First Quarter

INTERNATIONAL HOME: Wants First Bank to Turnover Property
IZEA INC: Had $917,200 Net Loss in First Quarter
JEFFERSON COUNTY: Asks Judge to Clarify His Sewer Ruling
KANE & KANE: Former Partners Can't Intervene in Avoidance Suit
LEHMAN BROTHERS: Has Stipulation Resolving 3 BNP Paribas Claims

LEHMAN BROTHERS: Assigns Swap Agreement to 1271 Counterparty
LEHMAN BROTHERS: Resolves Centerbridge Entities' Claims
LEHMAN BROTHERS: Removal of Pate Lawsuit to District Court Sought
LGC 231: Case Summary & 14 Largest Unsecured Creditors
LIBERTY HARBOR: Hearing on Relief of Stay Adjourned to Aug. 7

LIBERTY HARBOR: Unsecured Creditors Committee Down to 3 Members
LIGHTSQUARED INC: Falcone Prepares Defense in SEC Suit
LIGHTSQUARED INC: Files Schedules of Assets and Liabilities
LIGHTSQUARED INC: Hearing on DIP Loan Adjourned to July 17
MAMMOTH LAKES, CA: Chapter 9 Case Summary

MAMMOTH LAKES: S&P Cuts Series 2000 COPs Rating to 'C' From 'BB'
MARIANA RETIREMENT FUND: Retiree Asks Judge to Probe Legal Fees
MARKETING WORLDWIDE: Levin Consulting Holds 9.3% Equity Stake
MARTECH USA: Fee Guidelines Critical in Ch.11, Larger Ch.7 Cases
MATTHEW JENKINS: Court Denies Bid to Dismiss Chapter 7 Case

MATTRESS FOR YOU: Case Summary & 10 Largest Unsecured Creditors
MERRIMACK PHARMACEUTICALS: Had $23.4 Million Q1 Net Loss
MF GLOBAL: CME Settlement Put Off Until Aug. 8
MOLYCORP INC: S&P Assigns 'B' Corporate Credit Rating
MUSCLEPHARM CORP: Gary Davis Joins as Chief Financial Officer

NEPHROS INC: Incurred $557,000 Net Loss in First Quarter
NEW VENTURES: Case Summary & 18 Largest Unsecured Creditors
NORTHAMPTON GENERATING: Has Until Aug. 17 to Propose Ch. 11 Plan
NORTHSTAR AEROSPACE: Has Final Approval on $29 Million in Loans
NUSTAR ENERGY: S&P Lowers CCR to 'BB+' on Weak Performance

NUTRACEA: Had $9.4 Million Net Loss in First Quarter
PALM BEACH: Judge Takes Different Approach to Reference Withdrawal
PATRIOT COAL: Files for Chapter 11 Reorganization
PATRIOT COAL: Case Summary & 50 Largest Unsecured Creditors
PAVILLION AUTO: Voluntary Chapter 11 Case Summary

PEGASUS RURAL: Xanadoo Frequency Auction Scheduled for Aug. 20
PINNACLE AIRLINES: Says Business Plan a 'Work in Progress'
RG STEEL: Has Morris Nichols as Delaware Bankruptcy Co-Counsel
RG STEEL: Gets Final Approval to Obtain DIP Financing
RG STEEL: Deadline to Submit Initial Bids on July 25

SCHLOTSKY'S INC: 5th Cir. Rules on Introducing Evidence
SHENGDATECH INC: Sets Aug. 30 Plan Confirmation Hearing
SOLAR MILLENNIUM: U.S. Court Recognizes German Proceeding
SOLAR TRUST: NextEra, BrightSource Approved to Buy Projects
SOLYNDRA LLC: Wants Until Aug. 31 to Propose Reorganization Plan

SPECIALTY PRODUCTS: US Trustee Balks at More Asbestos Attorneys
STELLAR GT: Sale Failed to Close, Wants Confirmation Order Amended
STOCKTON, CA: Has More Leverage Than Companies Over Creditors
SWIFT AIR: Lack of Funding Forced Chapter 11
T BANCSHARES: Incurred $528,000 Net Income in First Quarter

TANNIN INC: SE Property Says Plan Fails Liquidation Test
TEARLAB CORP: Had $9.1 Million Net Loss in First Quarter
TSC GLOBAL: Chapter 7 Trustee Liquidating Assets
TYCON REALTY: Case Summary & 3 Largest Unsecured Creditors
ULURU INC: Had $843,400 Net Loss in First Quarter

VELO HOLDINGS: Trulia Inc. Out as Committee Member
VENOCO INC: S&P Keeps 'B' Corp. Credit Rating on Watch Negative
VISTEON CORP: Moody's Affirms B1 Corp Family Rating; Outlook Neg
VISTEON CORP: S&P Keeps 'B+' Corp. Credit Rating After Halla Deal
VOLKSWAGEN-SPRINGFIELD: Taps Marcher as Financial Consultant

VOLKSWAGEN-SPRINGFIELD: Opposes Relief of Stay for BB&T
W.R. GRACE: Completes Chemical Admixture Acquisition
WALTER ENERGY: S&P Alters Outlook to Negative; Keeps 'BB-' CCR
WARNER SPRINGS: Amends Schedules of Assets and Liabilities
WARNER SPRINGS: Pala Band Cries Mismanagement, Wants Chapter 7

WEST END: Defending Trustee Motion Is No Disqualification
WIZZARD WORLD: Had $303,900 Net Loss in First Quarter
WIZZARD SOFTWARE: Had $997,200 Net Loss in First Quarter
WOUND MANAGEMENT: Had $287,500 Net Income in First Quarter
WVSV HOLDINGS: Cooley, LLP OK'd to Handle Petition for Review

WVSV HOLDINGS: OK'd to Employ Land Advisors to Sell Property

* Automatic Stay No Protection for Trademark Violation
* Tax on Late-Filed Return Isn't Dischargeable
* Discharged Defendant Not Considered for Diversity

* S&P 2012 Global Default Tally Still at 39 as of July 4
* Montgomery Bank Failure Raises Year's Total to 32
* Commercial Bankruptcy Filings Fewest in Four Years
* Mortgage Casualties Fall as Fewer Financial Institutions Fail

* Weintraub Genshlea Merges With Weissmann Wolff

* Large Companies With Insolvent Balance Sheets

                            *********

250 PACKERS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 250 Packers Avenue, LLC
        250 Packers Avenue
        National Stock Yards, IL 62071

Bankruptcy Case No.: 12-31268

Chapter 11 Petition Date: July 5, 2012

Court: United States Bankruptcy Court
       Southern District of Illinois (East St Louis)

Judge: Laura K. Grandy

Debtor's Counsel: Cherie K. Macdonald, Esq.
                  GREENSFELDER HEMKER AND GALE
                  12 Wolf Creek Dr., Suite 100
                  Belleville, IL 62226
                  Tel: (618) 257-7308
                  E-mail: ckm@greensfelder.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 David Macheca, manager.


A123 SYSTEMS: Had $125.0 Million Net Loss in First Quarter
----------------------------------------------------------
A123 Systems, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $125.04 million on $10.89 million of
revenue for the three months ended March 31, 2012, compared with a
net loss of $53.67 million on $18.10 million of revenue for the
same period last year.

The Company's balance sheet at March 31, 2012, showed
$513.66 million in total assets, $327.15 million in total
liabilities, and stockholders' equity of $186.51 million.

"The Company has incurred significant net losses and negative
operating cash flows since inception," the Company said in the
filing.  "At March 31, 2012, the Company had an accumulated
deficit of $774.0 million, including a $125.0 million net loss
incurred for the quarter ended March 31, 2012.  The Company had
$113.1 million in cash and cash equivalents at March 31, 2012,
down from $186.9 million at Dec. 31, 2011."

"On March 26, 2012, the Company launched a field campaign to
replace battery modules and packs that may contain defective
prismatic cells produced at its Livonia, Michigan manufacturing
facility.  The cost of this field campaign is estimated at
$51.6 million.  In addition, the Company recorded an inventory
charge of approximately $15.2 million related to inventory
produced at its Michigan facilities that may be defective.  As a
result of this field campaign and the charge for existing
prismatic cell inventory, the Company must begin to rebuild its
inventory and manage its backlog for existing customer orders
while simultaneously replacing the defective customer modules and
packs.  Therefore, the Company expects to continue to incur
significant net losses and negative operating cash flows over the
next several quarters."

"On May 11, 2012, the Company amended its revolving credit
facility with its lead bank.  This amendment eliminates the
borrowing facility and provides for up to $15.0 million as
security for letters of credit.  All outstanding letters of credit
are required to be cash collateralized at 105% of their face
amount."

"The above circumstances raise substantial doubt on 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/y64Ccl

A123 Systems, Inc., was incorporated in Delaware on Oct. 19, 2001,
and has its corporate offices in Waltham, Massachusetts.  The
Company designs, develops, manufactures and sells advanced
rechargeable lithium-ion batteries and battery systems and
provides research and development services to government agencies
and commercial customers.


AFA FOODS: Names Stalking Horse for Pennsylvania Assets
-------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that AFA
Foods Inc. has named a subsidiary of CTI Foods, a privately held
food manufacturer, as the stalking-horse bidder for its assets
located in Pennsylvania.

                        About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. is one of the
largest processors of ground beef products in the United States.
The Company has five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA has seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
percent of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings -- BLBT -- affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.

McDonald Hopkins LLC and Potter Anderson & Corroon LLP represents
the official committee of unsecured creditors.

In June 2012, AFA Foods received authority from the bankruptcy
judge to sell two plants for a combined $11.6 million.  Tri West
Investments LLC emerged the winning bidder after offering $4.4
million for the plant in Los Angeles.  PL Food LLC came out on top
with an offer of $7.2 million for the Georgia plant.


ALT HOTEL: Cash Collateral Hearing Continued Until Aug. 6
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
according to the ALT Hotel, LLC's case docket, continued until
Aug. 6, 2012, at 10 a.m., the hearing to consider the Debtor's
request for continued access to cash collateral.

As reported in the Troubled Company Reporter on July 2, 2012,
pursuant to a stipulation with the senior lender, DiamondRock
Allerton Owner, LLC;

   -- the senior lender consents to the use of the cash
      collateral relating to the hotel's room revenues, meeting
      space revenues, food and beverage revenues and other
      operating department revenues, rentals and other income, and
      monies received or held in impound or trust accounts, to
      fund the payment of expenses of the hotel;

   -- with respect to the professional fees, Arcturus, other
      consultant and professional incidentals line items in the
      aggregate amount of $285,000, the Debtor will fund the
      payment of the budgeted professional fees to Neal Wolf &
      Associates, LLC, counsel to the Debtor; and

   -- the senior lender has agreed and the Debtor is directed
      that, among other things: (i) until the ninth interim expiry
      date, the Debtor will (a) continue to adhere to the terms of
      the cash management system set forth in the senior loan
      agreement, including without limitation, maintaining the
      lock-box concentration account system as set forth in the
      senior loan agreement; (ii) adhere to the ninth interim
      period budget subject to a 10% variance allowance per line
      item; (iii) make monthly payments to the senior lender.

As reported in the TCR on April 19, 2012, as adequate protection
to the diminution in the value of the lender's collateral, the
Debtor will grant the senior lender, among other things: (i)
replacement liens with the same validity and priority on all rents
and all other property of the estate of the same kind and nature
on which the senior lender had a duly perfected and valid lien and
security interest on a prepetition basis; (ii) make payments to
the senior lender equal to interest on the outstanding senior debt
at the default rate set forth in the senior loan agreement; (iii)
continue to maintain adequate insurance on all property on which
the senior lender holds a duly perfected and valid lien and
security interest on a prepetition basis.

                       About ALT Hotel LLC

ALT Hotel, LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC, pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Neal L. Wolf, Esq., Dean C. Gramlich, Esq., and
Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in
Chicago, Illinois, serve as bankruptcy counsel to the Debtor.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and $50 million to $100 million in debts.  FTI Consulting
serves as the Debtor's financial advisors.  Affiliate PETRA Fund
REIT Corp. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-15500) on Oct. 20, 2010.


ALT HOTEL: Court Sets July 23 Plan Confirmation Hearing
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
according to the ALT Hotel, LLC's case docket, will convene a
hearing on July 23, 2012, at 10:30 a.m., to consider the
confirmation of the Debtor's Plan of Reorganization.

The Court also set this schedule in relation to the Plan
confirmation:

    Final Discovery Cutoff:          July 12
    Written Objection to Exhibit:    July 13
    Objections to Plan:              June 25
    Response:                        July 9
    Witness List:                    July 9
    Exhibit List:                    July 9

As reported in the Troubled Company Reporter on April 2, 2012,
according to the Disclosure Statement, as amended, the Debtor
anticipates the receipt of revenue sufficient to meet its debt
services obligations under the amended and restated loan
agreement, amended and restated promissory note and related
documents

Under the Plan, the secured lender will, among other things,
retain all of its liens and security interests in the property of
the Debtor.  Holders of other secured claims will have their
claims reinstated.

Each holder of general unsecured claims will receive 50% of the
amount of such holder's allowed claim on the Effective Date and
50% of the balance of such holder's allowed claim, together with
the interest computed at the rate of 5% per annum, 180 days after
the Effective Date.

As to the equity holder's deficiency claim, the claim will accrue
interest at the rate of 7% per annum commencing upon the Effective
Date.  Each month after the Effective Date, the equity holder will
receive a payment equal to the amount of Excess Cash Flow, if any,
which will be applied first to accrued and unpaid interest and
second to principal, until the claim and second to principal,
until the claim together with all interest that has accrued
thereon, has been paid in full.

The interest of the equity holder is unimpaired under the Plan.

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

                       About ALT Hotel LLC

ALT Hotel, LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC, pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Neal L. Wolf, Esq., Dean C. Gramlich, Esq., and
Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in
Chicago, Illinois, serve as bankruptcy counsel to the Debtor.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and $50 million to $100 million in debts.  FTI Consulting
serves as the Debtor's financial advisors.  Affiliate PETRA Fund
REIT Corp. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-15500) on Oct. 20, 2010.


AMERICAN AIRLINES: AMR Reports June 2012 Traffic Results
--------------------------------------------------------
AMR Corporation reported June 2012 consolidated revenue and
traffic results for its principal subsidiary, American Airlines,
Inc. and its wholly owned subsidiary, AMR Eagle Holding
Corporation.

June's consolidated passenger revenue per available seat mile
(PRASM) increased an estimated 8.6 percent versus the same period
last year, driven by improved yields and strong demand in domestic
and international markets, resulting in higher PRASM across all
entities.

The Company reported a June consolidated load factor of 87.1
percent, an increase of 1.4 points versus the same period last
year. Consolidated capacity and traffic were lower by 2.6 percent
and 1.0 percent year-over-year, respectively.

Domestic load factor increased 1.2 points to 88.6 percent, as
capacity and traffic decreased by 3.5 and 2.2 percent year-over-
year, respectively.

International load factor was 86.4 percent, an increase of 1.7
points year-over-year, as all international entities experienced
increases. The Pacific entity led the way with a load factor of
91.8 percent, an increase of 7.1 percent year-over-year.
International traffic was consistent with last year on 2.0 percent
less capacity.

On a consolidated basis, the Company boarded 9.6 million
passengers in June.

                       About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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

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

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


ASCENDIA BRANDS: Former Board Member Wants Case Dismissal Denied
----------------------------------------------------------------
Marilyn Feuer, in her capacity as creditor and former director of
Ascendia Brands, Inc., et al., asks the U.S. Bankruptcy Court for
the District of Delaware to deny the Official Committee of
Unsecured Creditors' motion to dismiss the Debtors' cases, to the
extent that the proposed order made reference to her.

Ms. Feuer has served a member of the board of directors.
According to Ms. Feuer, she received her last payment on Sept. 1,
2008.

Ms. Feuer explains that as of now, she is not aware of any claims
pending or any potential legitimate claims against her and none
have been threatened.

As reported in the Troubled Company Reporter on June 7, 2012,
BankruptcyData.com reported that the Committee filed with the U.S.
Bankruptcy Court a motion for an order dismissing the case and
mandating that the Debtors, ASK Financial and the DIP lenders
transfer all interest of the general unsecured creditors to an
agent appointed by the committee and authorizing the agent to
distribute the funds to non-priority general unsecured creditors
on a consolidated basis.  According to the committee, $771,862 is
currently available for distribution in accordance with the
sharing provision in the Debtors' final DIP order.

                      About Ascendia Brands

Headquartered in Hamilton, New Jersey, Ascendia Brands, Inc. --
http://www.ascendiabrands.com/-- was, prior to the sale of
substantially all of its assets during bankruptcy, a manufacturer
and seller of branded and private labeled health and beauty care
products in North America, including Baby Magic, Binaca, Mr.
Bubble, Calgon, Ogilvie, the healing garden, Lander and Lander
Essentials.  Remaining assets consist almost entirely of accounts
receivable.

The Company and six of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-11787) on Aug. 5,
2008, disclosing $194.8 million in total assets and $279.0 million
in total liabilities.

Kenneth H. Eckstein, Esq., and Robert T. Schmidt, Esq.,
at Kramer Levin Naftalis & Frankel LLP, serve as bankruptcy
counsel to the Debtors.  M. Blake Cleary, Esq., Edward J.
Kosmoswki, Esq., and Patrick A. Jackson, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel.
Epiq Bankruptcy Solutions LLC is the notice, claims and balloting
agent to the Debtors.


B-NGAE1 LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: B-NGAE1, LLC
        3455 Cliff Shadows Pkwy, Suite 220
        Las Vegas, NV 89129

Bankruptcy Case No.: 12-17954

Chapter 11 Petition Date: July 6, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Michael R. Hogue, Esq.
                  BOGATZ & ASSOCIATES P.C.
                  3455 Cliff Shadows Pkwy, Ste 110
                  Las Vegas, NV 89129
                  Tel: (702) 776-7005
                  Fax: (702) 776-7900
                  E-mail: mhogue@isbnv.com

Scheduled Assets: $7,401,500

Scheduled Liabilities: $5,119,000

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

The petition was signed by Thomas J. DeVore, chief operating
officer of LEHM LLC, Debtor's manager.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
A-SWDE1, LLC                           09-34216   12/29/09
B-NGAE3, LLC                           11-29000   12/12/11
B-PVL2, LLC                            10-16648   04/16/10
B-PWR, LLC                             12-13827   03/30/12
B-VV2, LLC                             12-15648   05/10/12
C-FSG426, LLC                          12-14831   04/25/12
C-FSG427, LLC                          11-16568   04/29/11
C-FSG428, LLC                          11-16571   04/29/11
C-NGA314, LLC                          12-14834   04/25/12
C-NGA315, LLC                          12-14836   04/25/12
C-PV323, LLC                           11-21036   07/13/11
C-PV330, LLC                           11-21038   07/13/11
C-PV332, LLC                           11-21058   07/13/11
C-SWDE348, LLC                         11-13942   03/21/11
C-SWDE393, LLC                         11-21059   07/13/11
C-SWDE394, LLC                         11-21063   07/13/11


BAYOU GROUP: Goldman Sachs Made $20.6 Million Arbitration Mistake
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the decision by Goldman Sachs Execution & Clearing LP
to arbitrate rather than submit to a lawsuit in bankruptcy court
may have been a $20.6 million mistake, unless the U.S. Supreme
Court decides to hear an appeal from the unsigned decision handed
down on July 3 by the U.S. Court of Appeals in Manhattan.

The report recounts that in late 2010, U.S. District Judge Jed S.
Rakoff upheld an arbitration award in favor of the creditors'
committee for Bayou Group LLC, a hedge fund that turned out to be
a Ponzi scheme.  Before fraud was discovered, Bayou kept customer
funds in accounts at Goldman.  The broker invoked a provision in
the account agreement and had the lawsuit sent to arbitration
under the auspices of the Financial Industry Regulatory Authority.
After arbitrators decided that Goldman should pay $20.6 million to
the Bayou creditors, the broker sued in New York federal district
court alleging that the award was invalid as the result of
"manifest disregard" of controlling law.

Judge Rakoff disagreed and upheld the award.  The Court of Appeals
reached the same conclusion, according to the report.

Mr. Rochelle relates that the appeals court said that the
"manifest disregard" standard is "by design exceedingly difficult
to satisfy, and Goldman has not satisfied it in this case."
Because Goldman "voluntarily" chose arbitration, Judge Rakoff
said it must "suffer the consequences."

The appeal is Goldman Sachs Execution & Clearing LP v. Official
Unsecured Creditors' Committee of Bayou Group LP, 11-2446, U.S.
Court of Appeals for the Second Circuit (Manhattan). The opinion
by Rakoff is Goldman Sachs Execution & Clearing LP v. Official
Unsecured Creditors' Committee of Bayou Group LP, 10-5622, U.S.
District Court, Southern District of New York (Manhattan).

                         About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operated and managed
hedge funds.  The hedge fund that turned out to be a Ponzi scheme
and a receiver was subsequently appointed.  The Company and its
affiliates were sent to Chapter 11 on May 30, 2006 (Bankr.
S.D.N.Y. Lead Case No. 06-22306) to pursue recoveries for the
benefit of defrauded investors.  Elise Scherr Frejka, Esq., at
Dechert LLP, represents the Debtors in their restructuring
efforts.  Joseph A. Gershman, Esq., and Robert M. Novick, Esq., at
Kasowitz, Benson, Torres & Friedman, LLP, represent the Official
Committee of Unsecured Creditors.  Kasowitz, Benson, Torres &
Friedman LLP is counsel to the Unofficial Committee of the Bayou
Onshore Funds.  Sonnenschein Nath & Rosenthal LLP represents
certain investors.  Bayou Group estimated assets and debts of more
than $100 million in the Chapter 11 petition.

Bayou has filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq., at Jenner &
Block, was appointed on April 28, 2006, as the federal equity
receiver.  The receiver commenced adversary proceedings to recover
certain fraudulent transfers made by Bayou Group to investors.

The Bayou fraud resulted in three guilty pleas. Daniel Marino, the
head of finance, was sentence to a 20-year prison term despite his
cooperation with prosecutors.  James Marquez, a Bayou co-founder,
was sentenced to four years and three months in prison and told to
pay $6.2 million in restitution.  Another founder, Samuel Israel
III, was sentenced to 20 years following his guilty plea in
September 2005.


BERNARD L. MADOFF: Solus Sues Perry for Filing to Sell Claim
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solus Alternative Asset Management LP sued Perry
Capital LLC for breaching a contract to sell part of a $195
million claim against Bernard L. Madoff Investment Securities Inc.
Solus contends the case is one of "seller's remorse."  According
to the complaint, the market for Madoff claims rose after the
trade was agreed, leading Perry to refuse to complete the transfer
of the claim.  The lawsuit is Solus v. Perry Corp., 652341/2012,
Supreme Court of New York (Manhattan.)

                     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.


BERNARD L. MADOFF: Peter Madoff Pleads Guilty to Felony
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Peter Madoff, brother of Bernard Madoff, pleaded
guilty on June 29 to two felony counts and agreed to ask the
federal judge for a prison sentence of no less than 10 years.
His plea came exactly three years after his brother was
sentence to 150 years.  Peter was the chief compliance officer for
Bernard L. Madoff Investment Securities Inc. Although he said he
was unaware the firm was a Ponzi scheme, he admitted to falsifying
documents.  Peter's criminal case is U.S. v. Madoff, 10-cr-00228,
U.S. District Court, Southern District of New York (Manhattan).

                     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.


BOYD GAMING: S&P Assigns 'B' Issue-Level Rating to $350MM Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Las Vegas-based Boyd Gaming Corp.'s $350 million 9%
senior unsecured notes due 2020.

"The '4' recovery rating reflects our expectation for average (30%
to 50%) recovery for lenders in the event of a payment default.
Boyd used the proceeds to repay outstanding borrowings under its
revolving credit facility, which were partly drawn to  finance a
portion of the purchase price for its acquisition of Peninsula
Gaming LLC. We affirmed our 'B' issue-level rating on Boyd's $500
million 9.125% senior notes due 2018 and removed the rating from
CreditWatch, where it was placed with negative implications on May
17, 2012. The recovery rating remains '4'," S&P said.

The affirmation follows Boyd's permanent reduction in the size of
its revolver by $150 million following the close of its notes
issuance. The amount of the permanent reduction represents the
amount of increased revolving commitments that became effective
and were funded May 30, 2012.

"Our corporate credit rating on Boyd is 'B'; the rating outlook is
stable. Our 'B' corporate credit rating on Boyd reflects our
assessment of its financial risk profile as "highly leveraged" and
our assessment of its business risk profile as "fair," according
to our criteria. We believe Boyd's proposed acquisition of
Peninsula will strengthen its business risk profile, because
Peninsula's assets face limited competition, have high EBITDA
margins compared with other commercial gaming operators, and are
relatively good quality assets. Additionally, the transaction
improves Boyd's geographic diversity and further lessens its
reliance on the Las Vegas locals market, which has been more
challenged than other markets in recent years" S&P said.

"However, based on the terms of the transaction and incorporating
our  expectations for Boyd's and Peninsula's operating
performance, we expect the  consolidated Boyd and Peninsula entity
will remain highly leveraged at more  than 7.5x over the
intermediate term. We view this level of leverage as aligned with
a 'B' corporate credit rating, notwithstanding the improvement to
Boyd's business risk profile" S&P said.

"In 2012, we expect Boyd's consolidated EBITDA (excluding the
Peninsula assets)  to grow by about 15%, incorporating the
addition of recently acquired Biloxi,  Miss.-based casino IP to
its portfolio, modest growth at its Las Vegas locals  and Midwest
and South segments, and low- to mid-single-digit growth fo
Downtown Las Vegas. In 2012, we expect Peninsula will experience
substantial revenue and EBITDA growth, approximately 50% and 75%,
respectively, benefiting from the recent opening of its Kansas
Star property" S&P said.

"We continue to expect Boyd will maintain modest covenant cushion
over the next few quarters; although, we expect covenant cushion
will be thin as both the senior secured and total leverage
covenants tighten further in the fourth quarter of 2012 and in
2013. However, we believe Boyd would be successful in securing an
amendment, if necessary, or in executing additional capital
markets transactions that would alleviate covenant pressure," S&P
said.

RATING LIST

Boyd Gaming Corp.

Corporate credit rating   B/Stable/--

Rating Assigned
$350 mil. 9% sr unsec notes due 2020       B
Recovery rating                            4

Rating Affirmed, Removed From CreditWatch

                                          To       From
$500 mil. 9.125% sr notes due 2018         B        B/WatchNeg
Recovery rating                            4        4


CACTUS-SECRETARIAT: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Cactus-Secretariat General Partnership
        341 W. Secretariat Dr
        Tempe, AZ 85284

Bankruptcy Case No.: 12-15000

Chapter 11 Petition Date: July 5, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Blake D. Gunn, Esq.
                  LAW OFFICE OF BLAKE D. GUNN
                  P.O. Box 22146
                  Mesa, AZ 85277-2146
                  Tel: (480) 270-5073
                  E-mail: blake.gunn@gunnbankruptcyfirm.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/azb12-15000.pdf

The petition was signed by John D. Wright, general partner.


CAPITOL BANCORP: Amends Terms of Standby Plan of Reorganization
---------------------------------------------------------------
orm8k.htm
Capitol Bancorp Ltd. amended the terms of the concurrent
solicitation of votes on an in-court standby prepackaged joint
plan of reorganization.  The initiative is designed to facilitate
Capitol's objective of converting existing debt to equity, and
includes the opportunity to preserve Capitol's substantial
deferred tax assets.

Capitol Bancorp on June 22 disclosed that it has commenced
a voluntary restructuring plan.  The financial restructuring plan
is being pursued on two simultaneous tracks: (1) an out-of-court
restructuring and capital raise consisting of an exchange of its
outstanding trust preferred securities, unsecured capital notes
and Series A preferred stock, with the simultaneous infusion of
new equity from outside investors; or alternatively (2) an in-
court financial restructuring and simultaneous capital raise from
outside investors, referred to in applicable documents as the
"Standby Plan."

The amendment contains updated information regarding, among other
things:

   -- the terms of the New Capitol Bancorp Class C Redeemable
      Common Stock (also known as the HoldCaps Common);

   -- trusts formed to hold the HoldCaps Common for the benefit of
      each individual holder of the Private Trust Preferred
      Securities;

   -- the terms of the Class A Common Stock;

   -- the terms of the Series A Preferred; and

   -- the terms of the Standby Plan.

In addition, the Supplement contains new information with respect
to additional developments following the date of the Offering
Memorandum and Disclosure Statement.  A copy of Supplement No.1
(Class 2 - Trust Preferred Securities) to Out-of-Court Exchange
Offering Memorandum is available for free at http://is.gd/UEbtvM

A copy of Supplement No.1 (all impaired classes other than
Class 2) to Out-of-Court Exchange Offering Memorandum is available
for free at http://is.gd/CtYGZ0

This Supplement No. 1 contains updated information regarding,
among other things:

   -- the terms of the New Capitol Bancorp Class C Redeemable
      Common Stock (also known as the HoldCaps Common);

   -- the terms of the Class A Common Stock; and

   -- the terms of the Series A Preferred.

                   About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) --
http://www.capitolbancorp.com/-- is a $5.1 billion national
community banking company, with a network of bank operations in 16
states.  Founded in 1988, Capitol Bancorp Limited has executive
offices in Lansing, Michigan and Phoenix, Arizona.

In September 2009, Capitol and its second-tier bank holding
companies entered into a written agreement with the Federal
Reserve Bank of Chicago under which Capitol has agreed, among
other things, to submit to the Reserve Bank a written plan to
maintain sufficient capital at Capitol on a consolidated basis and
at Michigan Commerce Bank (as a separate legal entity on a stand-
alone basis); and a written plan to enhance the consolidated
organization's risk management practices, a strategic plan to
improve the consolidated organization's operating results and
overall condition and a cash flow projection.

Certain of Capitol's bank subsidiaries have entered into formal
agreements with their applicable regulatory agencies.  Those
agreements provide for certain restrictions and other guidelines
and/or limitations to be followed by the banks.

In 2009, Capitol commenced the deferral of interest payments on
its various trust-preferred securities, as is permitted under the
terms of the securities, to conserve cash and capital resources.
The payment of interest may be deferred for periods up to five
years.  During such deferral periods, Capitol is prohibited from
paying dividends on its common stock (subject to certain
exceptions) and is further restricted by Capitol's written
agreement with the Federal Reserve Bank of Chicago.  Accrued
interest payable on such securities approximated $18.1 million at
June 30, 2010.

The Company reported a net loss of $51.92 million in 2011, a net
loss of $254.36 million in 2010, and a net loss of $264.54 million
in 2009.

The Company's balance sheet at March 31, 2012, showed
$2.05 billion in total assets, $2.17 billion in total liabilities,
and a $121.25 million total deficit.

As of March 31, 2012, there are several significant adverse
aspects of Capitol's consolidated financial position and results
of operations which include, but are not limited to:

   * An equity deficit approximating $121.3 million;

   * Regulatory capital classification on a consolidated basis as
     less than "adequately-capitalized" and related negative
     amounts and ratios;

   * Numerous banking subsidiaries with regulatory capital
     classification as "undercapitalized" or "significantly-
     undercapitalized";

   * Certain banking subsidiaries which are generally subject to
     formal regulatory agreements have received "prompt corrective
     action" notifications or directives from the FDIC, which
     require timely action by bank management and the respective
     boards of directors to resolve regulatory capital ratios
     which result in classification as less than "adequately-
     capitalized" (the basis of a PCAN) or to submit an acceptable
     capital restoration plan to the FDIC (the basis of a PCAD),
     and it is likely additional PCANs or PCADs may be issued
     in the future or the banking subsidiaries may be unable to
     satisfactorily resolve those notices or directives;

   * Capitol has sold several of its banking subsidiaries during
     the past few years and has other divestiture transactions p
     pending.  The proceeds from those divestitures have been
     redeployed at certain remaining banking subsidiaries which
     have experienced a significant erosion of capital due to
     operating losses.  While those proceeds have been a
     significant source of funds for redeployment, the
     Corporation will need to raise significant other sources of
     new capital in the future;

   * The Corporation and substantially all of its banking
     subsidiaries are operating under various regulatory
     agreements which place a number of restrictions on them and
     impose other requirements limiting activities and requiring
     preservation of capital, improvement in regulatory capital
     measures, reduction of nonperforming assets and other
     matters for which the entities have not achieved full
     compliance.

   * Elevated levels of nonperforming loans and other
     nonperforming assets as a percentage of consolidated loans
     and total assets, respectively; and

   * Significant losses from continuing operations, resulting
     primarily from elevated provisions for loan losses and costs
     associated with foreclosed properties and other real estate
     owned.

Capitol said these considerations raise some level of doubt
(potentially substantial doubt) as to its ability to continue as a
going concern.


CE GENERATION: S&P Alters Outlook on $400MM Secured Notes to Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable on CE Generation LLC's $400 million senior secured
notes due 2018 to reflect its anticipation that variable-rate
short-run avoided cost (SRAC) pricing exposure at Salton Sea
Funding Corp. (SSFC; BBB-/Stable) and lower-than-anticipated gas
prices may weaken dividends to CE Gen and result in weaker credit
metrics.

Standard & Poor's also affirmed its 'BB+' rating on the notes.

"The recovery rating is unchanged at '1', indicating our
anticipation of very high (90% to 100%) recovery of principal in
the event of a default," S&P said.

"The rating on CE Gen reflects our view of uncertain cash
distributions from SSFC, which we anticipate will account for more
than 76% of CE Gen's future cash flow," said Standard & Poor's
credit analyst Tony Bettinelli. The rating on the senior secured
bonds further reflects our view of the following: CE Gen is highly
concentrated, relying predominantly on SSFC; Dividends from SSFC
to CE Gen are subject to a 1.5x DSC test (however, we  anticipate
that SSFC will continue to exceed this threshold); and Assets
other than SSFC, which include the Saranac, Power Resources, and
Yuma natural gas projects, have varying degrees of market
exposure.


CENGAGE LEARNING: Moody's Lowers CFR to 'Caa1'; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service downgraded Cengage Learning
Acquisitions, Inc.'s Corporate Family Rating (CFR) to Caa1 from
B3, its Probability of Default Rating (PDR) to Caa2 from B3, and
adjusted instrument ratings as detailed in the debt list below.
Moody's also assigned a Caa3 rating to Cengage's new $710 million
second lien senior secured notes due 2019 issued in exchange for
$710 million of 10.5% senior unsecured notes due 2015. The
downgrade reflects heightened concern that Cengage will engage in
discounted debt repurchases or other transactions that could be
considered distressed exchanges as it continues to address its
significant $2.8 billion of remaining 2014/2015 maturities. The
one notch difference between the CFR and PDR reflects a shift to
an above average family recovery rate assumption. Loss given
default assessments were updated to reflect the revised debt mix.
The rating outlook is negative.

The exchange offer favorably extends the maturity of $710 million
of notes by four years at an approximate $11 million annual
increase in cash interest cost that is manageable within Cengage's
free cash flow.

Moody's is nevertheless downgrading the CFR based on heightened
risk of distressed exchange transactions including on the
remaining approximate $500 million of senior unsecured notes that
are effectively subordinated to the new second lien notes. Moody's
believes the incremental cash interest costs necessary to address
the remaining maturities could exceed Cengage's free cash flow
despite Moody's projection for low single digit revenue and EBITDA
growth in FY 2013 and FY 2014. Cengage previously repurchased debt
at a discount and Moody's believes the company's private equity
owners, Apax Partners and OMERS Capital Partners, are motivated to
complete transactions that preserve their equity ownership while
minimizing the incremental cash interest cost of extending
maturities. Cengage also has roughly $200 million of excess
proceeds from its April 2012 bond offering that it will likely
deploy to address maturities. In Moody's opinion, these factors
along with the limited prospects for refinancing at current yields
its $880 million of remaining unsecured notes due in 2015 increase
the likelihood of distressed exchange transactions.

Downgrades:

  Issuer: Cengage Learning Acquisitions, Inc.

    Corporate Family Rating, Downgraded to Caa1 from B3

    Probability of Default Rating, Downgraded to Caa2 from B3

    Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3,
    LGD5 - 78% from Caa2, LGD5 - 87%

    Senior Subordinated Regular Bond/Debenture, Downgraded to Ca,
    LGD5 - 85% from Caa2, LGD6 - 95%

LGD Updates:

  Issuer: Cengage Learning Acquisitions, Inc.

    Senior Secured Bank Credit Facility, Changed to LGD2 - 21%
    from LGD3 - 36% (no change to B2 rating)

    Senior Secured Regular Bond/Debenture (First Lien notes),
    Changed to LGD2 - 21% from LGD3 - 36% (no change to B2
    rating)

Assignments:

  Issuer: Cengage Learning Acquisitions, Inc.

    Senior Secured Regular Bond/Debenture (Second Lien notes due
    2019), Assigned Caa3, LGD4 - 65%

Ratings Rationale

Cengage's Caa1 CFR reflects its very high debt-to-EBITDA leverage
(8.7x LTM 3/31/12 incorporating Moody's standard adjustments and
cash pre-publication costs as an expense), modest free cash flow
generation and elevated risk of a distressed exchange or other
default due to the significant refinancing risk associated with
its 2014/2015 maturities. Cengage has a good market position and
broad range of product offerings in higher education publishing.
Moody's believe the company has moderate growth prospects over the
intermediate term and is reasonably positioned to transition its
revenue as higher education publishing continues to shift to
digital from print formats. Cengage nevertheless faces several
near-term operating headwinds from continued inroads of rental
models in the used book market and ongoing pressure in for-profit
school channels. Moody's believes Cengage's high leverage and
modest free cash flow generation, incorporating the significant
increase in cash interest costs associated with its April 2012
refinancing, reduces flexibility to address the sizable $2.8
billion of remaining 2014/2015 maturities, creating elevated
default risk.

Cengage's SGL-3 speculative-grade liquidity rating reflects the
company's adequate liquidity position. Moody's believes cash
(approximately $200 million as of 3/31/12 pro forma for the April
2012 financing transactions), modest projected free cash flow, and
the $300 million April 2017 revolver commitment provide adequate
coverage of the $72 million of AHYDO redemption in July 2012 and
the approximate $36 million of required annual term loan
amortization. Moody's also expects Cengage to maintain a sizable
cushion (exceeding 20%) under its 7.75x maximum senior secured
leverage ratio incorporating the new second lien notes.

The negative rating outlook reflects that the risk of a distressed
exchange within six to twelve months could increase further, or
that adverse market conditions or unexpectedly weak operating
performance could reduce refinancing or recovery prospects. The
ratings are highly sensitive to credit market conditions and the
expected cost of refinancing actions.

Cengage's ratings could be downgraded if the company is unable to
make de-leveraging progress or generate and sustain comfortably
positive free cash flow. A weakening of liquidity would also
pressure Cengage's ratings including through such factors as
significant revolver usage, weaker or negative free cash flow,
erosion of the covenant cushion, or changes in the likely cost of
refinancing. Heightened near-term risk of a discounted debt
repurchase or other distressed exchange could also lead do
downward pressure on the CFR, instrument ratings and/or the PDR
rating.

An upgrade or a shift to a stable rating outlook is unlikely
unless the company is able to address its significant 2014/2015
maturities at a manageable cost. If that were to occur, good
operating execution that leads to revenue and earnings growth,
consistent free cash flow generation and debt reduction, or debt
repayment from asset sales or an equity offering could lead to an
upgrade if leverage is reduced.

The principal methodology used in rating Cengage was the Global
Publishing 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.

Cengage, headquartered in Stamford, CT, is a provider of learning
solutions to colleges, universities, professors, students,
libraries, reference centers, government agencies, corporations
and professionals. Cengage publishes college textbooks and
reference materials, and supplements its print publications with
digital solutions. The company was acquired by funds managed by
Apax Partners and OMERS Capital Partners in a $7.3 billion
leveraged buy-out from Thomson Reuters Corporation in July 2007.
Revenue for the LTM ended March 31, 2012 was approximately $1.96
billion.


CENGAGE LEARNING: S&P Rates $710MM Second Lien Notes at 'CCC'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Stamford, Conn.-based
Cengage Learning Acquisitions Inc.'s $710 million of 12% senior
secured second-lien notes due 2019 its issue-level rating of
'CCC'.

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

"We also affirmed all existing ratings, including the 'B-'
corporate credit rating on Cengage Learning Holdings II L.P. The
rating outlook is negative. Pro forma debt outstanding was $5.7
billion as of March 31, 2012," S&P said.

"The 'B-' corporate credit rating on Cengage reflects our
expectation that  debt to EBITDA (after amortization of
prepublication costs) will remain high, at more than 8x over the
near term," said Standard & Poor's credit analyst Hal Diamond,
"and maturity pressures remain, even with this refinancing.

In addition, prospects for meaningful revenue and EBIITDA growth
are somewhat uncertain."

"We consider the company's business risk profile as "fair"
(according to our criteria), based on its strong business position
in U.S. higher education and professional training publishing. We
assess Cengage's financial risk profile as "highly leveraged,"
reflecting high debt to EBITDA, thin pro forma interest coverage,
and low discretionary cash flow compared to its debt burden," S&P
said.

Cengage is the second largest U.S. college textbook publisher and
is slightly smaller than the higher education division of Pearson
PLC, the market leader.  Cengage has a good market position in the
new textbook market. It has long-term contracts with leading
textbook authors, and a heavy weighting of the sales mix toward
higher margin backlist sales. Like its competitors, the company
has been adversely affected by the growth of the rental textbook
market, which has increased the availability of discounted used
books.

Cengage's sales to for-profit educational institutions are
declining, because these buyers are experiencing enrollment
pressures as a result of regulation that significantly tightens
their marketing practices.

In addition, lower funding from state and local governments is
hurting the company's library reference business, though this is a
small contributor to revenue.

The negative outlook reflects the company's high debt leverage and
low interest coverage metrics, which we believe will have to
improve for the company to be able to refinance debt maturities.

"We could lower the rating to 'CCC+' if revenue and EBITDA again
decline, and especially if discretionary cash flow swings
negative. This could occur if enrollments decline or pressure
increases from textbook rentals, and weakness in the library
reference business continues," S&P said.

Specifically, an EBITDA decline of 10% over the next year would
reduce pro forma EBITDA coverage of total interest (after
prepublication costs) to only 1.1x.

"We will also continue to monitor low trading levels of the
company's unsecured debt, which might suggest that a subpar
exchange offer would be among alternatives that management could
consider. We would most likely view such a transaction as a
selective default. We could revise the outlook to stable if the
company continues to make progress in addressing its debt burden
and if operating performance remains stable," S&P said.

"More specifically, we believe that if operating performance
continues to improve so that pro forma interest coverage
approaches the 1.4x area, the company could have somewhat better
prospects of refinancing unsecured debt maturities, depending on
the state of the credit markets," S&P said.


CENTRAL ENERGY: Incurred $447,000 Net Loss in First Quarter
-----------------------------------------------------------
Central Energy Partners LP filed its quarterly report on Form
10-Q, reporting a net loss of $447,000 on $1.30 million of
revenues for the three months ended March 31 2012, compared with a
net loss of $246,000 on $1.77 million of revenues for the
comparable period last year.

The Company's balance sheet at March 31, 2012, showed
$9.01 million in total assets, $8.54 million in total liabilities,
and partners' capital of $474,000.

As reported in the TCR on April 5, 2012, Burton McCumber & Cortez,
L.L.P., in Brownsville, Texas, expressed substantial doubt about
Central Energy'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 insufficient
cash flow to pay its current debt obligations and contingencies as
they become due.

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

                       http://is.gd/dBmPDm

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


CENTURION PROPERTIES: Court Enters Final Decree Closing Case
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington,
in a minute entry, entered a final decree and closed the Chapter
11 case of Centurion Properties III, LLC.

On June 27, 2012, the Debtor advised the Court that it has fully
consummated its Plan of Reorganization, filed its final report and
accounting, and moved the Court for the entry of an order granting
entry of final decree and close the bankruptcy case.

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring real estate
project Battelle Leaseholds located in Richland, Washington.  Its
sole asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, served as counsel to the Company.  Dan. E.
Gorczycki of Savills LLC serves as its finance advisor.  The
Company disclosed $98.9 million in assets and $115.3 million in
liabilities.

The Debtor has filed a Chapter 11 plan that is premised upon
CPIII's ability to obtain replacement financing for its secured
debt obligations within a fixed period of time.  General unsecured
claims will be paid in full, with interest at 5% from the
Effective Date, within 26 months of the Initial Distribution Date
and after all secured claims paid in full.

The United States Trustee was unable to appoint a creditors'
committee in the case.


CHARLES BRELAND: Consent Order, Not Plan, Controls IRS Claim
------------------------------------------------------------
The Internal Revenue Service, for a second time, was denied
authority by the Bankruptcy Court in Mobile, Alabama, to amend its
proof of claim against Charles K. Breland, Jr.  The previous
ruling was appealed by the IRS to the U.S. District Court for the
Southern District of Alabama, which remanded.

On remand, Bankruptcy Judge Margaret A. Mahoney reviewed the
decision in In re Gurwitch, 794 F.2d 584 (11th Cir. 1986), and
weighed whether a consent order settling the tax dispute between
the Debtor and the IRS, or the confirmed plan is controlling. If
the Debtor's confirmed plan controls, Gurwitch applies and the IRS
may amend its priority claim.  If the Consent Order is
controlling, Gurwitch does not apply and the IRS may not amend its
priority claim.

The IRS filed a claim for unpaid income taxes and penalties in the
Debtor's case.  The claim was amended multiple times.  The IRS and
the Debtor negotiated and submitted a Consent Order to the
Bankruptcy Court, which provided that:

     -- The IRS claim totals $2,020,697.01 and consists of
        unsecured priority tax claims totaling $671,318.55, and
        unsecured general claims totaling $1,349,378.46;

     -- The IRS priority tax claims of $671,318.55 will be allowed
        in full and paid in accordance with the terms of Sections
        2.2 and 5.2 of the Confirmed Ohana Cabo LLC's Chapter
        11 Plan of Reorganization As Amended; and

     -- The Debtor will preserve his existing objection to the IRS
        unsecured general claims pursuant to Sec. 6.1 of the
        Debtor's bankruptcy plan, and the claims will be deemed
        disputed within the meaning of Sec. 3.2.2 of the Plan
        until resolution of such disputed claims through either
        settlement or adjudication to a Final Order.  To the
        extent that such disputed claims become Allowed, payment
        of the Allowed claims shall be made in accordance with
        Sections 3.2.2 and 6.2 of the Plan.

The Bankruptcy Court approved the Consent Order on Dec. 17, 2010.
The Debtor's plan of reorganization was also confirmed on Dec. 10,
2010 and substantially consummated on Dec. 27, 2010.  The Debtor
paid the IRS' agreed priority tax claim in full. The Debtor also
escrowed the funds necessary to satisfy the unsecured portion of
the IRS claim as it remained subject to the Debtor's pending
objection.

Prior to the hearing on the unsecured tax claim, the IRS filed a
motion for leave to amend its tax claim along with a motion to
compel discovery of information necessary to support the new
amendments.  The IRS alleged that an amendment was necessary
because the Debtor failed to report a substantial amount of income
prior to the IRS entering into the Consent Order and the
confirmation of the Debtor's plan.

On Dec. 20, 2011, the Bankruptcy Court held, in part, that the IRS
could not amend its priority tax claim in the Debtor's bankruptcy
case based on res judicata.  The IRS appealed.

In Gurwitch, the Eleventh Circuit held that the confirmation of a
Chapter 11 plan does not fix a debtor's tax liabilities such that
res judicata bars the IRS' assertion of additional claims for
nondischargeable taxes against the debtor.  The debtor in Gurwitch
was a primary shareholder in two recently defunct companies.  In
his bankruptcy filings, he acknowledged potential tax claims
against those companies.  The IRS filed a proof of claim for
$7,756.41.  The debtor proposed a plan that allowed for payment of
100% of the IRS claim and the bankruptcy court confirmed the plan.
After confirmation, but before the case was closed, the IRS began
collection efforts for taxes owed by the defunct companies and
attempted to collect those taxes against the debtor.  The debtor
petitioned the bankruptcy court to stop the collection efforts
arguing that res judicata barred reconsideration of the extent of
his tax liability.  The bankruptcy court refused to allow the new
tax claims because, in its view, the debtor's tax liability had
been determined at confirmation.  The District Court reversed the
bankruptcy court's decision explaining that the tax debt was
nondishchargeable.  The Eleventh Circuit affirmed the District
Court, holding that the Bankruptcy Code makes clear under Sec.
1141(d)(2) that confirmation of a plan of reorganization does not
fix tax liabilities made nondischargeable under Sec. 523.
Moreover, the Code states that these taxes are nondischargeable
"whether or not a claim for such tax was filed or allowed."

According to Judge Mahoney, the Consent Order, and not the
confirmed plan, is the controlling document as to the extent of
the Debtor's tax obligation to the IRS.  She explained that the
Gurwitch decision concerned the treatment of the IRS' tax claim
within the debtor's plan and whether the confirmation of that plan
barred the IRS' assertion of additional nondischargeable tax
claims.  She said the dispute in the Breland case is different as
the parties executed a Consent Order that detailed the extent of
the taxes owed by the Debtor, a fact not present in Gurwitch.

According to the judge, the Consent Order contains a clear
statement of the total IRS claim amount and divides that amount
into priority and general unsecured values. Its terms were
negotiated by the Debtor and the IRS and approved by the
Bankruptcy Court. The Consent Order settled a confirmation dispute
and the IRS had notice.  Moreover, by its terms, the Consent Order
appears binding and complete.  No specific limitation on the
Consent Order's effect is indicated in its terms. The IRS did not
reserve the right to assert additional claims. Indeed, the Consent
Order did not reserve any rights to the IRS, only to the Debtor.
The purpose of the Consent Order is unclear if it was not meant to
bind the IRS to its terms.

A copy of Judge Mahoney's July 5, 2012 Order is available at
http://is.gd/buQXPOfrom Leagle.com.

Judge Mahoney also denied the IRS's request to compel discovery.

Charles Breland filed a chapter 11 bankruptcy case (Bankr. S.D.
Ala. Case No. 09-11139) on March 11, 2009.  He is represented by
Robin B. Cheatham, Esq., at Adams and Reese.  Mr. Breland
confirmed a plan on Dec. 10, 2010.  The plan was substantially
consummated on Dec. 27, 2010.


CHINA 3C: Had $4.7 Million Net Loss in First Quarter
----------------------------------------------------
China 3C Group filed its quarterly report on Form 10-Q, reporting
a net loss of $4.68 million on $7.71 million of sales for the
three months ended March 31, 2012, compared with a net loss of
$4.21 million on $18.03 million of sales for the same period of
2011.

The Company's balance sheet at March 31, 2012, showed
$11.83 million in total assets, $3.01 million in total
liabilities, and stockholders' equity of $8.82 million.

As reported in the TCR on April 20, 2012, Goldman Kurland and
Mohidin LLP, in Encino, California, expressed substantial doubt
about China 3C Group'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 significant losses from operations for the past three
years.  "In addition, the Company's cash position substantially
deteriorated from 2010."

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

                       http://is.gd/CYC0Uq

Located in HangZhou City, Zhejiang Province, China, China 3C Group
operated in five reportable segments.  Yiwu Yong Xin
Telecommunication Company, Limited, or "Yiwu," focuses on the
selling, circulation and modern logistics of fax machines and cord
phone products.

Hangzhou Wang Da Electronics Company, Limited, or "Wang Da,"
focuses on the selling, circulation and modern logistics of cell
phones, cell phones products, and digital products, including
digital cameras, digital camcorders, PDAs, flash disks, and
removable hard disks.

Hangzhou Sanhe Electronic Technology Limited, or "Sanhe," focused
on the selling, circulation and modern logistics of home
electronics, including DVD players, audio systems, speakers,
televisions and air conditioners.  This entity ceased operation as
of Dec. 31, 2011.

Shanghai Joy & Harmony Electronics Company Limited, or "Joy &
Harmony," focused on the selling, circulation and modern logistics
of consumer electronics, including MP3 players, MP4 players,
iPods, electronic dictionaries and radios.  This entity ceased
operation as of Dec. 31, 2011.

Jinhua Baofa Logistic Company Limited, or "Jinhua," provides
transportation logistics services to businesses.  Jinhua operates
primarily in Eastern China and covers many of the most developed
cities in the Eastern China such as Shanghai, Hangzhou and
Nanjing.


CHINA TEL GROUP: Unregistered Securities Sales Exceed Threshold
---------------------------------------------------------------
VelaTel Global Communications, Inc., formerly known as China Tel
Group Inc., has made sales of unregistered securities, namely
shares of the Company's Series A common stock.  The aggregate
number of Shares sold exceeds 5% of the total number of Shares
issued and outstanding as of June 15, 2012.

On June 28, 2012, the Company issued 14,952,867 Shares to Domenico
Di Gianvito Butler in reduction of $171,957.98 of accounts payable
for construction services rendered to the Company's Peru
subsidiary for deployment of its Peru wireless broadband network.

On June 29, 2012, the Company issued 3,478,261 Shares to Kimberly
Brown dba Core Insights 360 in reduction of $40,000 of accounts
payable for public relations and investor relations services
provided to the Company.

On July 5, 2012, the Company issued 117,000,000 Shares to
Ironridge Global IV, Ltd.  The Initial Issuance was pursuant to an
Order for Approval of Stipulation for Settlement of Claims between
the Company and Ironridge, in settlement of $1,367,693 of accounts
payable of the Company which Ironridge had purchased from certain
creditors of the Company, in an amount equal to the Assigned
Accounts, plus fees and costs.  The Assigned Accounts relate to:

   (1) the remaining down payment for infrastructure equipment and
       software purchased from ZTE Corporation for the Company's
       subsidiaries in Cyprus, Croatia and Montenegro for
       expansion of its Croatia wireless broadband network and
       deployment of its Montenegro wireless broadband network;

   (2) the cost of shipping, insurance and other transport
       logistics services to deliver the equipment and software
       from its place of manufacture in China to its ultimate
       destinations;

   (3) the proof of funds deposit required as registered capital
       for formation of a PRC operating company pursuant to the
       exclusive services contract between the Company and New
       Generation Special Network Communication Technology Co; and

   (4) amounts previously financed for consumer terminals
       delivered to the Company's Peru subsidiary as inventory for
       resale to customers.

In addition, the Company issued 49,908,203 registered Shares
pursuant to a Form S-8 Registration Statement filed on June 29,
2012.

As of July 6, 2012, the Company has 1,172,270,160 shares of its
Series A common stock outstanding, with a par value of $0.001, and
133,818,177 shares of its Series B common stock outstanding, with
a par value of $0.001.

A copy of the Form 8-K is available for free at:

                        http://is.gd/aFIgF8

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.

The Company reported a net loss of $21.79 million in 2011,
compared with a net loss of $66.62 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$13.57 million in total assets, $19.53 million in total
liabilities and a $5.95 million total stockholders' deficiency.


CHINA YIDA: Fails to Comply With NASDAQ's $1 Bid Price Rule
-----------------------------------------------------------
China Yida Holding Company has received a letter from The NASDAQ
Stock Market LLC informing the Company that its common stock has
not met the $1.00 minimum bid price requirement for continued
listing on The Nasdaq Capital Market under Nasdaq Listing Rule
5550(a)(2).  The Company did not meet Nasdaq's minimum bid price
requirement because the closing bid price for its common stock for
each trading day in the 30-business day period from May 17, 2012
to June 28, 2012 was less than $1.00 per share.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), China Yida
has a grace period of 180 calendar days, or until Dec. 31, 2012,
to regain compliance with the minimum bid price requirement.  To
regain compliance, the closing bid price of the Company's common
stock must meet or exceed $1.00 per share for at least ten
consecutive business days during this 180-day grace period.  If
the Company chooses to implement a reverse stock split, it must
complete the split no later than ten business days prior to the
expiration date of the grace period in order to regain compliance.

If the Company does not regain compliance within this period, it
may be eligible for additional time.  To qualify, the Company will
be required to meet 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 will need to provide written notice of
its intention to cure the deficiency during the second compliance
period, by effecting a reverse stock split, if necessary.  If the
Company fails to regain compliance within the grace period
permitted by Nasdaq, the Company's common stock will be subject to
delisting by Nasdaq.  The Company will consider available options
to resolve the noncompliance with the minimum bid price
requirement.

The notification letter has no immediate effect on the listing of
the Company's common stock on The Nasdaq Capital Market. China
Yida's common stock will continue to trade on The Nasdaq Capital
Market under the symbol "CNYD."

                            About China Yida

China Yida -- http://www.yidacn.net/-- is a leading tourism and
media enterprise focused on China's fast-growing leisure industry
and headquartered in Fuzhou City, Fujian province of China.  The
Company provides tourism management services and specializes in
the development, management and operation of natural, cultural and
historic scenic sites.


CLARE AT WATER: Hearing on Conditioning Cash Use Set for July 18
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
continued until July 18, 2012, at 2 p.m., the hearing to consider
the motion to prohibit or condition The Clare at Water Tower's use
of cash collateral.

                  About The Clare at Water Tower

The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois.  The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession.  The facility is a 53-story building on land rented
from Loyola University of Chicago.  The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million.  The project opened in December
2008.  Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million.  Monthly fees are an additional
$2,700 to $5,500.

The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Houlihan Lokey Capital, Inc., as its investment banker and
financial advisor.  Deloitte Financial Advisory Services LLP
serves as restructuring advisor.  Epiq Bankruptcy Solutions serves
as claims and noticing agent.  The Debtor, in its amended
schedules, disclosed $56.8 million in assets and $321.7 million in
liabilities.  The petition was signed by Judy Amiano, president.

The Official Committee of Unsecured Creditors proposed to retain
SNR Denton US LLP as counsel.  The Committee also tapped FTI
Consulting, Inc., as its financial advisor.


CLIFFS CLUB: Set Aug. 6 Plan Confirmation Hearing
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cliffs Club & Hospitality Group Inc. received
approval of a disclosure statement allowing creditors to begin
voting on its reorganization plan. The confirmation hearing for
approval of the Chapter 11 plan is set for Aug. 6.

The report recounts that competing bidders dropped out before the
auction where Carlile Development Group was already under contract
to buy the projects through confirmation of a plan.  Carlile will
be joined in buying the projects by a group including SunTx Urbana
GP I LLP and Arendale Holdings Corp.

The report relates that in payment of $73.5 million in secured
notes, the plan will give the lenders $64 million, spread over 20
years without interest.  The lenders will receive the greater of
$1 million a year or half of cash flow.  The outstanding balance
will be paid at maturity.  Unsecured creditors with an estimated
$3.9 million in claims are predicted to have a 75% recovery.
Mechanics lienholders with $1.5 million in claims will be paid in
full without interest.  Members will be invited to join the newly
reorganized club.  Those who accept the offer are told in the
disclosure statement that their recovery is between 35% and 75%.
Members who don't take the offer are to see a predicted recovery
of 4% to 10%.

                        About Cliffs Club

Units of The Cliffs Communities, led by The Cliffs Club &
Hospitality Group, Inc., doing business as The Cliffs Golf &
Country Club, along with 10 affiliates, sought Chapter 11
protection (Bankr. D. S.C. Lead Case No. 12-01220) on Feb. 28,
2012.

The Cliffs has eight premier, private master-planned residential
communities, each to have its own world-class golf course.
Approximately 3,734 lots have been sold.  There are currently
1,385 finished homes, with 63 under construction.  The properties
for sale are owned by non-debtor DevCo entities.

The Feb. 28 Debtors operate the exclusive membership clubs for
golf, tennis, wellness and social activities at The Cliffs'
communities in North and South Carolina.  The clubs have 2,280
members, and there are 766 resigned members with refundable
deposits totaling $37 million.  The Debtors do not own the golf
courses -- they only own or lease all the "core amenities" for the
operation of the golf courses.

Another affiliate, Keowee Falls Investment Group, LLC, filed a
Chapter 11 petition (Bankr. D. S.C. Case No. 12-01399) in
Spartanburg, South Carolina, on March 2, 2012.  Travelers Rest-
based Keowee Falls estimated at least $100 million in assets and
liabilities of up to $50 million.

Judge John E. Waites presides over the Debtors' cases.   Lawyers
at McKenna Long & Aldridge LLP serve as the Debtors' lead counsel.
Dana Elizabeth Wilkinson, Esq., serves as local counsel.  Grisanti
Galef & Goldress serves as restructuring advisors and Katie S.
Goodman of GGG serves as CRO.  BMC Group Inc. serves as the
Debtors' claims and noticing agent.

According to papers filed in Court, the Debtors' total assets had
a $175 million book value at Dec. 31, 2011.  The Debtors' total
liabilities had a $333 million book value at Dec. 31, 2011.  The
petition was signed by Timothy P. Cherry, authorized officer.

Wells Fargo, as Indenture Trustee, is represented in the case by
Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris Glovsky and
Popeo P.C.; and Elizabeth J. Philp, Esq., and Michael Beal, Esq.,
at McNair Law Firm P.A.

The Official Committee of Unsecured Creditors is represented in
the case by John B. Butler, III, P.A., and Jonathan B. Alter,
Esq., at Bingham McCutchen LLP.


CLOUD PEAK: Coal Asset Acquisition Won't Affect Moody's Ratings
---------------------------------------------------------------
Moody's Investors Service stated that the ratings of Cloud Peak
Energy are not immediately affected by the company's recent
announcement that it has acquired Youngs Creek, CX Ranch and
associated assets in Montana and Wyoming from Chevron USA and
CONSOL Energy for $300 million in cash.

As reported by the Troubled Company Reporter on Nov. 11, 2009,
Moody's Investors Service assigned a B1 rating to Cloud Peak
Energy Resources LLC's proposed $600 million senior unsecured
notes and a Baa3 rating to its $400 million senior secured
revolving credit facility.  Moody's also assigned a Ba3 Corporate
Family Rating and Ba3 Probability of Default rating to Cloud Peak
Energy LLC, and an SGL-2 Speculative Grade Liquidity rating,
reflecting good liquidity.  The rating outlook was stable.


COMPETITIVE TECHNOLOGIES: Extends Calmare Agreement Until 2021
--------------------------------------------------------------
Competitive Technologies, Inc., has negotiated a five-year
extension to its agreement for the Calmare pain therapy device
utilizing "Scrambler Therapy" technology.  The agreement with
Professor Giuseppe Marineo and Delta Research & Development, dated
April 1, 2011, provided a five-year term expiring March 30, 2016,
which has now been extended to March 30, 2021.

In a related decision, CTTC has chosen to concentrate its sales
and marketing programs for the Calmare device primarily in the
Western Hemisphere including the USA, Canada, Mexico and the
countries of Central and South America, as well as Australia and
New Zealand.  As opportunities arise for Calmare-related sales or
distributorships activities in countries outside the focus region,
CTTC will coordinate with Professor Marineo who will be managing
such activities for the mutual benefit of the partners.

"This contract extension resolves our concern regarding the term
length of the general contract.  Concentrating our resources on
sales in the US, the largest medical device market in the world,
keeps us from being too widely spread for our capability.
Professor Marineo will assume management responsibility for
existing distribution agreements for countries outside our focus
area and CTTC will retain a financial interest in those
relationships," said Johnnie D. Johnson, CEO for Competitive
Technologies, Inc.

"Obtaining insurance reimbursement from private insurers and from
Medicare continues to be our operations goal so that patients can
receive insurance coverage for the use of Calmare therapy and to
allow patients to avoid the use of opioids or habit forming
medication for pain therapy," Mr. Johnson continued.  "Progress is
being made on both fronts as we demonstrate the cost-benefit
analysis for the Calmare device versus alternative pain
treatments.

"The additional funding process is slower than expected," Mr.
Johnson acknowledged.  "However, progress is being made and more
announcements will be made as financing arrangements are fully
complete."

                  About Competitive Technologies

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

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

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

The Company's balance sheet at March 31, 2012, showed $4.66
million in total assets, $6.82  million in total liabilities, all
current, and a $2.15 million total shareholders' deficit.


CONNAUGHT GROUP: Ali Law Group Approved as Labor Counsel
--------------------------------------------------------
The Connaught Group, Ltd., et al., last month obtained approval to
hire Ali Law Group, PC., as special labor and employment counsel
counsel nunc pro tunc to the Petition Date.

Since June 2011, ALG has represented the Debtors as labor and
employment counsel.  ALG represented Connaught Group in a lawsuit
commenced on Dec. 8, 2011 in the District Court for the Southern
District of New York by Caroline Desjardins, a former company
employee until the case's dismissal on March 8, 2012.  As of the
Petition Date, the Debtors owed approximately $17,000 in the
aggregate to ALG on account of pre-petition services rendered and
expenses incurred on behalf of the Debtors.

In connection with the hiring, the bankruptcy judge modified the
automatic stay to permit Axis Surplus Insurance Company to advance
defense costs to, or on behalf of, certain insured persons covered
by an employment practices liability insurance policy, Policy No.
ENN590159, issued by Axis.

According to the order, ALG will have an allowed prepetition claim
in the amount of $7,000 in connection with its work performed
prior to the Petition Date.

ALG will be paid no more than $5,000 in connection with its work
performed after the Petition Date in full and final satisfaction
of ALG's postpetition claims against the estates, provided,
however, that ALG is not precluded from seeking payment against
Axis.

                 Professionals Hired in the Case

In March, the Debtors obtained approval to hire (i) the law firm
of Fulbright & Jaworski L.L.P. as counsel, (ii) Consensus Advisory
Services and Consensus Securities LLC as financial advisors nunc
pro tunc to the Petition Date, (iii) Richter Consulting LLC as
financial advisor, to, among others, provide advice on
identification of business assets and the disposition of assets,
(iv) Zygote Associates LLC to provide Maury Satin as chief
restructuring officer, and (v) Kurtzman Carson Consultants LLC as
administrative agent, and claims and noticing agent.

An amended engagement agreement with Consensus provides that the
firm will be responsible for exploring the possibility of a
restructuring, the firm will receive a monthly retainer of
$100,000 and will receive a one-time restructuring success fee of
$250,000 in the event the Company confirms a reorganization plan.

The Official Committee of Unsecured Creditors in April obtained
approval to retain Lowenstein Sandler PC as counsel nunc pro tunc
to Feb. 15, 2012.  Members of the firm are charging $435 to $895
per hour.

The Creditors Committee also obtained approval to retain BDO
Consulting as financial advisor and BDO Capital Advisors LLC as
investment banker.  Partners and managing directors at BDO
Consulting are charging $475 to $795 per hour, and have agreed
that the monthly charge for professional services won't exceed
$35,000.

                    About Connaught Group

The Connaught Group, Ltd. and four of its affiliates, Limited
Editions for Her of Nevada LLC; Limited Editions for Her of
Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp.
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 12-10512) on Feb. 9, 2012.

New York-based Connaught Group designs and has manufactured high-
end women's wear and then sells the finished clothing through an
innovative sales system outside the normal retail chain originally
created in 1981 by the Debtors' founder and iconic designer,
William D. Rondina.  The Company's sales are made primarily
through independent contractors who sell the clothing to their own
clients in private showings.  Through the Wardrobe Consultants,
the Debtors are able to offer the personalized service and
attention to detail absent from the conventional shopping
experience.  As of the Petition Date, the Debtors are affiliated
with more than 1,300 Wardrobe Consultants.  The Debtors also
operate 10 outlet stores throughout the country, but the Debtors
primarily only sell last season's clothing and other merchandise
to be liquidated at these stores.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
the Debtors' clothing in eight outlet stores in Canada.  Three of
the Canadian stores are leased by The Connaught Group, Ltd.

Judge Stuart M. Bernstein presides over the case.

JPMorgan Chase is represented in the case by Andrew C. Gold, Esq.,
at Herrick, Feinstein LL.  Citibank is represented by Boris I.
Mankovetskiy, Esq., at Sills Cummis & Gross P.C.

In April 2012, the Debtors obtained approval to sell the business
to a joint venture between Royal Spirit Group and Tom James Co.
for $20 million cash.  The buyers also took over the lease for the
headquarters on West 55th Street in Manhattan.  Royal Spirit, a
non-insider with the largest claim, waived a $5.4 million claim.
Secured claims were paid from the sale.

The court has signed interim orders granting the Debtors access to
cash collateral.  The second interim order provided for a budget
that allocated $1.833 million for trade vendors and $1.2 million
to pay professionals from the week ending Feb. 17 to the week
ending March 30, 2012.


CONNAUGHT GROUP: Proposes to Tap CBIZ as Taxation Accountants
-------------------------------------------------------------
The Connaught Group, Ltd., et al., are seeking approval to hire
CBIZ MHM, LLC as special taxation accountants to perform all
accounting services on behalf of the Debtors in connection with
the preparation and filing of federal and state tax returns for
the year ended Dec. 31, 2011.

During the year prior to the Petition Date, in accordance with its
usual billing and receipt practices relative to the Debtors, CBIZ
received a total of $251,293 in the aggregate from the Debtors in
relation to such services.

Subject to the Court's approval under section 330(a) of the
Bankruptcy Code, the Debtors propose that CBIZ's compensation
postpetition be based on the hourly rate for each accounting
professional or paraprofessional who performs services for or on
behalf of the Debtors as then established and in effect for such
professional at CBIZ.  The hourly billing rates at CBIZ are
$600-$650 for shareholders, $350-$480 for managers, and $180-$250
for staff.  CBIZ will also seek reimbursement for
administrative and processing charges incurred in connection with
the representation.

The Debtors believe that neither CBIZ nor any CBIZ professional
holds or represents an interest adverse to the Debtors in the
matters upon which CBIZ is to be employed.

A hearing is scheduled July 17, 2012 at 10:00 a.m. (EDT).
Objections are due July 10.

                 Professionals Hired in the Case

In March, the Debtors obtained approval to hire (i) the law firm
of Fulbright & Jaworski L.L.P. as counsel, (ii) Consensus Advisory
Services and Consensus Securities LLC as financial advisors nunc
pro tunc to the Petition Date, (iii) Richter Consulting LLC as
financial advisor, to, among others, provide advice on
identification of business assets and the disposition of assets,
(iv) Zygote Associates LLC to provide Maury Satin as chief
restructuring officer, and (v) Kurtzman Carson Consultants LLC as
administrative agent, and claims and noticing agent.

An amended engagement agreement with Consensus provides that the
firm will be responsible for exploring the possibility of a
restructuring, the firm will receive a monthly retainer of
$100,000 and will receive a one-time restructuring success fee of
$250,000 in the event the Company confirms a reorganization plan.

The Official Committee of Unsecured Creditors in April obtained
approval to retain Lowenstein Sandler PC as counsel nunc pro tunc
to Feb. 15, 2012.  Members of the firm are charging $435 to $895
per hour.

The Creditors Committee also obtained approval to retain BDO
Consulting as financial advisor and BDO Capital Advisors LLC as
investment banker.  Partners and managing directors at BDO
Consulting are charging $475 to $795 per hour, and have agreed
that the monthly charge for professional services won't exceed
$35,000.

                    About Connaught Group

The Connaught Group, Ltd. and four of its affiliates, Limited
Editions for Her of Nevada LLC; Limited Editions for Her of
Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp.
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 12-10512) on Feb. 9, 2012.

New York-based Connaught Group designs and has manufactured high-
end women's wear and then sells the finished clothing through an
innovative sales system outside the normal retail chain originally
created in 1981 by the Debtors' founder and iconic designer,
William D. Rondina.  The Company's sales are made primarily
through independent contractors who sell the clothing to their own
clients in private showings.  Through the Wardrobe Consultants,
the Debtors are able to offer the personalized service and
attention to detail absent from the conventional shopping
experience.  As of the Petition Date, the Debtors are affiliated
with more than 1,300 Wardrobe Consultants.  The Debtors also
operate 10 outlet stores throughout the country, but the Debtors
primarily only sell last season's clothing and other merchandise
to be liquidated at these stores.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
the Debtors' clothing in eight outlet stores in Canada.  Three of
the Canadian stores are leased by The Connaught Group, Ltd.

Judge Stuart M. Bernstein presides over the case.

JPMorgan Chase is represented in the case by Andrew C. Gold, Esq.,
at Herrick, Feinstein LL.  Citibank is represented by Boris I.
Mankovetskiy, Esq., at Sills Cummis & Gross P.C.

In April 2012, the Debtors obtained approval to sell the business
to a joint venture between Royal Spirit Group and Tom James Co.
for $20 million cash.  The buyers also took over the lease for the
headquarters on West 55th Street in Manhattan.  Royal Spirit, a
non-insider with the largest claim, waived a $5.4 million claim.
Secured claims were paid from the sale.

The court has signed interim orders granting the Debtors access to
cash collateral.  The second interim order provided for a budget
that allocated $1.833 million for trade vendors and $1.2 million
to pay professionals from the week ending Feb. 17 to the week
ending March 30, 2012.


CONSOL ENERGY: Mine Closure, Asset Sale Won't Affect Ratings
------------------------------------------------------------
Moody's Investors Service stated that the ratings of CONSOL Energy
Inc. are not immediately affected by the company's recent
announcements that it has sold its non-producing assets in
Northern Powder River Basin for $170 million in cash, and that it
will idle its Fola mining operations in Central Appalachia, which
will reduce 2012 coal production by approximately 800,000 tons.

As reported by the Troubled Company Reporter on Dec. 12, 2011,
Moody's confirmed the Corporate Family Ratings (CFR) of Consol
Energy Inc. at Ba3 and the ratings of Consol's senior unsecured
debt at B1. The outlook was stable.


CORDILLERA GOLF: Club Members Ask Judge to Move Case
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that members of the four-course golf club at the
Cordillera resort community in Edwards, Colorado filed papers on
July 3 asking the bankruptcy judge to move the Chapter 11
reorganization from Delaware to Colorado.  In other disputes in
the reorganization that began June 26, the owner is on both the
offensive and defensive.

According to the report, the club members allege in their July 3
court filing that the "transparent purpose" of seeking Chapter 11
protection in Delaware was to make participation by club members
difficult and expensive.  They want the judge to hold an before
July 19 on the so-called motion to transfer venue.  The members
contend the owner failed to list them as creditors with the
largest claims. The club, they say, is obligated eventually to
return their $62.9 million in deposits, making members holders of
19 of the 20 largest claims.  The members say the club has no
connection with Delaware aside from being incorporated under
Delaware law. The convenience of the parties and the interests of
justice counsel moving the case to Colorado, the papers state.

The members want the case moved before a July 19 hearing where the
club will seek approval of financing to come ahead of the existing
bank lender.

Mr. Rochelle notes that at a hearing last week, the club was on
the defensive when it failed to persuade the Delaware bankruptcy
judge to halt a lawsuit in Colorado where class-action plaintiffs
are seeking to hold the club's owner in contempt.

                       About Cordillera Golf

Cordillera Golf Club, LLC filed for protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Case No. 12-11893) amid lower
membership rates and tensions with current members.

The Debtor owns an exclusive 730-acre four-course golf club at the
Cordillera resort community in Edwards, Colorado.  The club is
located at the 7,000-acre Cordillera development, which has 1,087
residential lots.  Non-equity club membership is open to community
residents.  The club has three golf courses, a Dave Pelz designed
short course, five swimming pools, and tennis courts.  The
membership plan provides that there will be no more than 1,085
golf memberships and up to 100 social memberships.  Half of all
property owners within Cordillera are club members.

David Wilhelm acquired 100% interest in the Debtor in 2009
following an arbitration that stemmed from revelations that the
then owners of the 70% interests had diverted funds away from the
Debtor's operations.


D.L. BERRY: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: D.L. Berry Enterprises LTD.
        5733 Selwyn Court
        South Bend, IN 46614-6043

Bankruptcy Case No.: 12-32433

Chapter 11 Petition Date: July 6, 2012

Court: United States Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: R. William Jonas, Jr., Esq.
                  HAMMERSCHMIDT, AMARAL & JONAS
                  137 N. Michigan Street
                  South Bend, IN 46601
                  Tel: (574) 282-1231
                  Fax: (574) 282-1234
                  E-mail: rwj.haj@sbcglobal.net

Scheduled Assets: $2,751,952

Scheduled Liabilities: $3,369,444

A copy of the Company's list of its five largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/innb12-32433.pdf

The petition was signed by David C. Berry, president.


DECISION DIAGNOSTICS: Had $105,000 Net Loss in First Quarter
------------------------------------------------------------
Decision Diagnostics Corp., formerly instaCare Corp, filed its
quarterly report on Form 10-Q, reporting a net loss of $105,344 on
$2.51 million of revenue for the three months ended March 31,
2012, compared with a net loss of $340,781 on $3.12 million of
revenue for the same period last year.

The Company's balance sheet at March 31, 2012, showed
$4.71 million in total assets, $2.55 million in total current
liabilities, contingencies of $200,500, and stockholders' equity
of $1.96 million.

Weaver Martin & Samyn LLC, in Kansas City, Missouri, expressed
substantial doubt about Decision Diagnostics' ability to continue
as a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations.

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

                       http://is.gd/a67QDY

Westlake Village California-based Decision Diagnostics Corp. is a
nationwide prescription and non-prescription diagnostics and home
testing products distributor.


DELTA OIL & GAS: Had $104,200 Net Loss in First Quarter
-------------------------------------------------------
Delta Oil & Gas, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of US$104,253 on US$126,718 of revenue for
the three months ended March 31, 2012, compared with a net loss of
US$61,559 on US$410,524 of revenue for the same period of 2011.

The Company's balance sheet at March 31, 2012, showed
US$1.98 million in total assets, US$63,040 in total liabilities,
and stockholders' equity of US$1.92 million.

As reported in the TCR on April 5, 2012, Mark Bailey & Company,
Ltd., in Reno, Nevada, expressed substantial doubt about Delta
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 recurring
losses from operations.

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

                       http://is.gd/GHI8VT

Vancouver, Canada-based Delta Oil & Gas, Inc., is engaged in the
acquisition, development and production of oil and natural gas
properties in North America.


DELTA PETROLEUM: Max Holdings Required to be Sold Down $0
---------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware,
on March 7, 2012, entered an order establishing notice and sell-
down procedures for trading in claims against Delta Petroleum
Corporation's estates.  Pursuant to the Trading Order, prior to
the end of the hearing on which a disclosure statement relating to
a plan of reorganization for the Debtors under Chapter 11 that
provides for or contemplates the use of net operating loss
carryforwards and other tax attributes under Internal Revenue Code
section 382(l)(5) and that is supported by a majority in amount of
unsecured claims held by unsecured claimholders pursuant to a plan
support agreement, the Debtors are required disclose (i) the
aggregate amount of initial holdings and (ii) the estimated
maximum amount and percentage of holdings in each class that may
be required to be sold down pursuant to the Trading Order.

Accordingly, pursuant to the Trading Order, the Debtors disclose
that:

   (i) the total unsecured claims are approximately $270.65
       million; and

  (ii) based on current information regarding holdings of claims,
       the estimated maximum amount and percentage of holdings in
       each class that may be required to be sold down pursuant to
       the Trading Order is $0 and 0%.

                       About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors' restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

Laramie Energy II LLC has been approved by the Court to serve as
the sponsor for Delta's reorganization plan.

As reported by the TCR on July 9, 2012, Delta Petroleum
won approval for its disclosure statement explaining the Chapter
11 reorganization plan.


DELTA PETROLEUM: Has Forbearance with DIP Lenders Until July 16
---------------------------------------------------------------
Delta Petroleum Corporation entered into a forbearance agreement
relating to its first lien superpriority priming multi-draw term
loan credit facility entered into in December 2011 and
subsequently amended.  The DIP Credit Facility matured pursuant to
its terms on June 30, 2012, and the outstanding commitments of the
lenders under the facility terminated on the same date.  However,
pursuant to the Forbearance Agreement, the DIP Lenders agreed,
subject to the satisfaction of certain conditions, and provided
there are no additional defaults, to forbear from exercising their
rights and remedies under the DIP Credit Facility until July 16,
2012, or such later date as may be agreed upon between the DIP
Lenders and the Company.  In addition, the Forbearance Agreement
provides that further advances may be made to the Company by any
of the DIP Lenders in the lender's sole discretion.  Any such
advances would be made pursuant to the DIP Credit Facility as
modified by the Forbearance Agreement.

BankruptcyData.com reports that the bankruptcy court has approved
the motion to enter into a forbearance agreement with respect to
its aemdned DIP credit agreement.

                        About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors' restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

Laramie Energy II LLC has been approved by the Court to serve as
the sponsor for Delta's reorganization plan.

As reported by the TCR on July 9, 2012, Delta Petroleum
won approval for its disclosure statement explaining the Chapter
11 reorganization plan.


DESERT HAWK: Has Forbearance with DMRJ Group Until Sept. 30
-----------------------------------------------------------
Desert Hawk Gold Corp. entered into a forbearance agreement with
DMRJ Group pursuant to which DMRJ Group granted a limited
forbearance period on the payment of the first mandatory
prepayment of $1,550,000 under the Investment Agreement dated
July 14, 2010, as amended, between the parties.  Pursuant to the
Forbearance Agreement the payment due and payable on June 30,
2012, is extended to Sept. 30, 2012, provided that the Company
consummates an equity financing transaction or transactions
resulting in aggregate cash proceeds to the Company of $100,000 by
July 5, 2012, and another $100,000 by July 31, 2012.  Subject to
these terms, DMRJ Group has agreed to forbear from exercising its
rights and remedies with respect to an event of default by virtue
of the Company's failure to make the first mandatory prepayment as
required under the Investment Agreement.

On June 30, 2012, the Company entered into an arrangement with
Clifton Mining Company and The Woodman Mining Company to delay
certain payments required pursuant to the terms of the Amended and
Restated Lease and Sublease Agreement dated July 24, 2009, between
the Company and these parties, and to extend the declaration date
for claims to be voluntarily released under the agreement.
Section 7.1 of the agreement requires the payment of $50,000 for
each of the three properties covered by the agreement to be paid
on or before July 24, 2012, if the properties have not been placed
into production.  The parties have agreed that on or before
July 24, 2012, the Company will pay $50,000 for the annual holding
fee for the Kiewit Property, that the Company will pay $50,000 on
or before Oct. 24, 2012, for the annual holding fee for the
Clifton Shears-Smelter Tunnel Property; and that we will pay
$50,000 on or before Dec. 24, 2012, for the annual holder fee for
the Cane Springs Property.  The Company also agreed to extend to
July 15, 2012, the date by which the Company must give notice of
the claims the Company no longer wish to maintain under the
agreement and by Aug. 20, 2012, reimburse the lessors for payments
made to the BLM and Toole County for the claims to be retained by
the Company.

On June 29, 2012, the Company issued 80,000 shares of the
Company's Series A-2 Preferred Stock to DMRJ Group under the terms
of the Forbearance Agreement.  These preferred shares are
convertible into shares of the Company's common stock.  They were
issued without registration under the Securities Act by reason of
the exemption from registration afforded by the provisions of
Section 4(a)(5) or Section 4(a)(2) thereof, and Rule 506
promulgated thereunder, as a transaction by an issuer not
involving any public offering.  DMRJ Group was an accredited
investor as defined in Regulation D at the time of the
transaction.  No underwriting discounts or commissions were paid
in connection with the preferred stock transaction.

                         About Desert Hawk

Desert Hawk Gold Corp., an exploration stage company, engages in
the acquisition and exploration of mineral properties.  The
company has interests in 334 unpatented claims, including the
unpatented mill site claim, 42 patented claims, and 5 Utah state
mineral leases located on state trust lands covering approximately
33 square miles in the Gold Hill Mining District in Tooele County,
Utah.  It also holds eight unpatented mining claims in Yavapai
County, Arizona. The company was formerly known as Lucky Joe
Mining Company and changed its name to Desert Hawk Gold Corp. in
April 2009.  Desert Hawk Gold Corp. was incorporated in 1957 and
is based in Spokane, Washington.


DEWEY & LEBOEUF: Fifth Third Wants Relief from Automatic Stay
-------------------------------------------------------------
Fifth Third Bank asks the U.S. Bankruptcy Court for the Southern
District of New York for relief from the automatic stay in the
Chapter 11 case of Dewey & LeBoeuf LLP.

The Debtor entered into lease schedule, as amended with Fidelity
National Capital, Inc. doing business as Winthrop Capital.
Winthrop assigned or otherwise conveyed certain of its rights and
interests to Firth Third pursuant to certain assignment and
servicing agreements.   Prior to the Petition Date, the Debtor
defaulted under the agreement by failing to make certain payments
due thereunder.  As of the Petition Date, the outstanding amount
due under the agreement was:

      i) schedule 008 -- $4,230,527
     ii) schedule 011 -- $5,883,977
    iii) schedule G01 -- $818,282

Fifth Third notes that the Debtor has been using a portion of the
property, but has not made any adequate protection payment for the
same.

According to Fifth Third, among other things:

   -- the value of the property is less than the amount that is
      owed by the Debtor to Fifth Third;

   -- to date, no Chapter 11 Plan has been filed; and

   -- the Debtor stated that it is in the process of winding down
      its operations and is liquidating.

A hearing on July 25, 2012, at 2 p.m., has been set.  Objections,
if any, are due July 18, at 4 p.m.

                       About Dewey & LeBoeuf

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

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

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

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

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

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

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

Dewey & LeBoeuf has won Court authority to use lenders' cash
collateral through July 31, 2012.


DEWEY & LEBOEUF: Taps Thierhoff Muller as German Wind Down Counsel
------------------------------------------------------------------
Dewey & LeBoeuf LLP asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Thierhoff
Muller & Partner as German wind down counsel and consultants to
the Debtor, to wind down the Debtor's Frankfurt, Germany office.

Prior to the Petition Date, the Debtor operated a branch office in
Frankfurt, Germany.  The Debtor seeks to wind down its affairs
relating to those offices.  Specifically, with respect to the
Frankfurt Office, the Debtor seeks, inter alia, to collect and
preserve assets related to the office for the benefit of its
estate and to address certain claims or causes of action that may
arise under German insolvency law, including resolving certain
insolvency actions filed in Frankfurt against the Debtor.

Renate Muller, a partner of Thierhoff, tells the Court that the
firm will coordinate with the Debtor's proposed bankruptcy
counsel, Togut, Segal and Segal LLP, and other professionals
engaged by the Debtor to avoid any unnecessary duplication of
effort.

Thierhoff's billing rates for the professionals to be engaged
on the matter range from EUR500 to EUR320 per hour.

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

                       About Dewey & LeBoeuf

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

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

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

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

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

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

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

Dewey & LeBoeuf has won Court authority to use lenders' cash
collateral through July 31, 2012.


DEWITT REHABILITATION: Wins Confirmation of Reorganization Plan
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that DeWitt Rehabilitation & Nursing Center Inc. has
permission from the bankruptcy judge to exit Chapter 11 under a
confirmed reorganization plan.  The bankruptcy judge in Manhattan
signed the confirmation order approving the plan on June 28.

According to a previous report by the Troubled Company Reporter,
the Debtor filed a proposed reorganization plan in December 2011
promising to pay unsecured creditors at least 30% on their
$18.6 million in claims.

The Bloomberg News report says unsecured creditors with more than
$16 million in filed claims are to receive $4.6 million, with
$1.75 million paid when the plan becomes effective.  The
remainder, about $2.9 million, will be paid in installments over
five years.  The $5.5 million owing to the Internal Revenue
Service will be paid in installments over five years.  The
installments on unsecured debt will be secured by a subordinate
lien on accounts receivable.  The class will receive 70% of
collections from preference suits. In addition, they will receive
20% of their claims if the facility is sold.  The $2.6 million
claim of Marilyn Lichtman, who owns the facility, won't be paid
until unsecured creditors and the union are fully paid.

                    About Dewitt Rehabilitation

New York-based DeWitt Rehabilitation and Nursing Center runs a
499-bed nursing home on East 79th Street in Manhattan.  The
nursing home is owned by Marilyn Lichtman, who has been the
operator since the facility opened in 1967.

DeWitt Rehabilitation filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 11-10253) on Jan. 25, 2011.  Marc A.
Pergament, Esq., at Weinberg, Gross & Pergament, LLP, serves as
the Debtor's bankruptcy counsel.  The Debtor estimated its assets
at up to $50,000 and debts at $10 million to $50 million.


DR TATTOFF: Had $617,900 Net Loss in 1st Quarter
------------------------------------------------
Dr. Tattoff, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $617,917 on $764,504 of revenues for the
three months ended March 31, 2012, compared with a net loss of
$583,292 on $637,800 of revenues for the corresponding period last
year.

The Company's balance sheet at March 31, 2012, showed
$1.49 million in total assets, $1.90 million in total liabilities,
and a stockholders' deficit of $409,334.

As reported in the TCR on April 9, 2012, SingerLewak LLP, in Los
Angeles, Calif., expressed substantial doubt about Dr. Tattoff's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that the Company has suffered recurring losses and
negative cash flows from operations, and has an accumulated
deficit of approximately $4,568,000 at Dec. 31, 2011.

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

                       http://is.gd/x1RCEe

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


DYNEGY INC: S&P Gives D Corp Credit Rating on Bankruptcy
--------------------------------------------------------
Standard & Poor's Ratings Services lowered Dynegy Inc.'s corporate
credit rating to 'D' following its bankruptcy filing.

"We affirmed our 'CCC+' corporate rating on Dynegy Power LLC,
which is ring-fenced from Dynegy Holdings LLC.  We expected Dynegy
Inc. to file for bankruptcy protection based on the bankruptcy
process of Dynegy Holdings," S&P said.

Dynegy Inc. and Dynegy Holdings will emerge from bankruptcy into a
single unit under the proposed plan.

The companies plan to emerge in the late third quarter of
2012. Dynegy Power LLC is a subsidiary of Dynegy Holdings.

"We rate it at 'CCC+', above the Dynegy Holdings and Dynegy
ratings based on ring-fencing provisions that make Dynegy Power
bankruptcy-remote from its parents, but not bankruptcy-proof," S&P
said.

Despite Dynegy Holdings' bankruptcy filing in November 2011,
creditors have not tried to pull Dynegy Power into the bankruptcy
proceedings.

Dynegy Power has issued $1.1 billion in credit facilities due
2017, and credit facility lenders are secured by all the assets of
Dynegy Power, which provides a disincentive for Dynegy Holdings'
creditors to force a filing. Dynegy Holdings' creditors will gain
Dynegy Power anyway under the proposed plan.

The negative outlook on Dynegy Power reflects exposure to the
Dynegy Holdings and Dynegy Inc. bankruptcy process. It does not
appear that Dynegy Holdings' creditors seek to bring Dynegy Power
into the bankruptcy proceeding.

"We would lower the rating if we think there is a greater chance
that Dynegy Power could be pulled into the bankruptcy
proceedings," S&P said.


EDWARD STURT-PENROSE: Court Converts Case to Chapter 7
------------------------------------------------------
At the behest of the U.S. Trustee, Bankruptcy Judge Thomas E.
Carlson converted the Chapter 11 case of Edward P. Sturt-Penrose
and Heather L. Gibbons to a liquidation under Chapter 7 of the
Bankruptcy Code.  The Debtors support the Chapter 7 conversion.

Creditors Crystal Delligatti, Steven Moss and Debbie Findling
argued for retaining the case in chapter 11 to solicit votes on
their bankruptcy plan for the Debtors.

According to Judge Carlson, the Motion to Convert should be
granted, because the Debtors have the right to convert the case to
chapter 7, because the property to be liquidated is not unique and
does not require specialized expertise to sell, and because this
is the type of liquidation that a chapter 7 trustee regularly
performs.  The judge added that a chapter 7 trustee may pursue the
potential fraudulent transfer action against Mara Sturt-Penrose
under 11 U.S.C. Sec. 548; the deadline to object to the Debtors'
exemptions in this case resets upon conversion to chapter 7; any
party-in-interest may bring an action to equitably subordinate a
claim of the Debtors under 11 U.S.C. Sec. 510; and the Creditors
may attempt to elect the chapter 7 trustee under 11 U.S.C. Sec.
702.

A copy of the Court's July 5, 2012 Memorandum is available at
http://is.gd/YA9WXSfrom Leagle.com.

Edward Sturt-Penrose and Heather L. Gibbons filed a Chapter 11
petition (Bankr. N.D. Calif. Case No. 11-32059) last year.


ENOVA SYSTEMS: Receives NYSE MKT Exchange Notice of De-Listing
--------------------------------------------------------------
Enova Systems Inc. received notice from the NYSE MKT indicating
that the Company no longer complies with the Exchange's continued
listing standards as set forth in Section 1003 of the NYSE MKT
Company Guide, and that its securities are, therefore, subject to
being delisted from the Exchange.

By a series of letters, the Exchange previously notified the
Company that it was not in compliance with the following sections
of the Company Guide: (a) Section 1003(a)(iii) insofar as the
Company reported stockholders' equity of less than $6,000,000 and
has incurred losses from continuing operations and/or net losses
in five consecutive fiscal years; (b) Section 1003(a)(ii) insofar
as the Company reported stockholders' equity of less than
$4,000,000 and has incurred losses from continuing operations
and/or net losses in three out of its four most recent fiscal
years; and (c) Section 1003(f)(v) insofar as its Common Stock has
been trading at a low price per share for a significant period of
time.

On May 17, 2012, pursuant to Section 1009 of the Company Guide,
the Company submitted a plan of compliance advising the Exchange
of actions the Company would take to regain compliance with
Section 1003(a)(iii) and 1003(a)(ii) of the Company Guide by
Oct. 15, 2013.  The July Notice stated that the financial
projections provided in connection with the Plan did not
demonstrate an ability to regain compliance with the minimum
requirements by Oct. 15, 2013.  The July Notice further stated
that, on June 25, 2012, the Company notified the Exchange that the
financial projections provided with the Plan were no longer
accurate and did not provide the staff of the Exchange with
updated projections.

On June 25, 2012, the Company filed a Form 8-K disclosing the
resignation of Chief Executive Officer and Director Michael
Staran, Chief Operating Officer John Mullins and Director Rich
Davies, reinforcing the Staff's conclusion that the Company will
be unable to regain compliance by October 15, 2013.

Following a review of the above-described facts, the Staff advised
the Company that the Exchange did not accept the proposed Plan and
that the Company is therefore subject to delisting pursuant to
Section 1009 of the Company Guide.

In accordance with Sections 1203 and 1009(d) of the Company Guide,
the Company has a limited right to appeal the determination of the
Staff by requesting, on or before July 12, 2012, a hearing with
the Listing Qualifications Panel.  The Company intends to exercise
its right of appeal.  There can be no assurance that the Company's
request for continued listing will be granted.

                         About Enova Systems

Enova Systems -- http://www.enovasystems.com/-- is a leading
supplier of efficient, environmentally friendly digital power
components and systems products.  The Company's core competencies
are focused on the development and commercialization of power
management and conversion systems for mobile applications.


ENVIRONMENTAL SOLUTIONS: Had $426,100 Net Loss in 1st Quarter
-------------------------------------------------------------
Environmental Solutions Worldwide, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $426,071 on
$2.53 million of revenue for the three months ended March 31,
2012, compared with a net loss of $3.13 million on $2.05 million
of revenue for the same period of 2011.

The Company's balance sheet at March 31, 2012, showed
$5.61 million in total assets, $1.94 million in total current
liabilities, and stockholders' equity of $3.67 million.

As reported in the TCR on April 5, 2012, MSCM LLP, in Toronto,
Canada, expressed substantial doubt about Environmental Solutions'
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that of the Company's experience of negative cash
flows from operations and its dependency upon future financing.

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

                       http://is.gd/7KYn03

Concord, Ontario, Canada-based Environmental Solutions Worldwide,
Inc., is a publicly traded Florida corporation formed in 1987 in
the State of Florida.  ESW is currently focused on the medium duty
and heavy duty diesel engine market for on-road and off-road
vehicles as well as the utility engine, mining, marine, locomotive
and military industries.  ESW offers engine and after treatment
emissions verification testing and certification services.  ESW's
common stock is currently quoted on the OTCQB, which is part of
the OTC Market Group's quotation system under the symbol (ESWW).
ESW's common stock is also quoted on the Frankfurt Stock Exchange
(FWB), under the symbol (EOW).


EQUINIX INC: Moody's Changes Outlook on 'Ba3' CFR to Positive
-------------------------------------------------------------
Moody's Investors Service has changed its rating outlook for
Equinix, Inc. to positive from stable based on the company's
strong financial performance and improving credit metrics. As part
of the rating action, Moody's also affirms all other existing
ratings, including Equinix's Ba3 corporate family rating (CFR).

The positive outlook reflects Equinix's consistent revenue and
EBITDA growth, which has allowed the company to delever and move
closer towards its target of generating positive free cash flow in
2013. Moody's anticipates that Debt/EBITDA leverage will be at
approximately 3.9x (Moody's adjusted) by year-end 2012 and 3.3x by
the end of 2013. In addition, Moody's expects that the company
will generate modest positive free cash flow at year end 2013
before improving to over $100 million in 2014. In Moody's opinion,
Equinix is close to reaching the inflection point where its growth
can effectively be self-financed and if it continues to execute
its announced business strategy it should be in a position to meet
Moody's upward ratings triggers by the end of 2013. However, the
company's strong quantitative metrics are offset by the risk for
continual needs to build out new space and reinvest in the
business, such that positive free cash flow could be delayed.
There is also the risk of large debt-funded acquisitions or
shareholder friendly activities would delay the expected
improvement in credit metrics.

Moody's has taken the following rating actions:

Issuer: Equinix, Inc.

  Outlook, Changed to Positive from Stable

RATINGS RATIONALE

Equinix's Ba3 Corporate Family Rating ("CFR") reflects the
company's position as the leading global independent data center
operator offering carrier-neutral data center and interconnection
services to large enterprises, content distributors and global
Internet companies. Moody's notes that the telecommunications
carriers that terminate in Equinix's data centers represent about
90% of global Internet routes. The rating also recognizes the
favorable near-term growth trends for data center services across
the world, driven by rapidly growing internet usage and the
ongoing migration of corporate information technology to IP
standards. At the same time, the ratings are tempered by
significant industry risks, intensifying competition, high capital
intensity inherent in the company's business plans, and the
company's ongoing expansion which could continue to consume cash
resources over the next two to three years. In addition, the
rating incorporates the probability that if the company undertakes
additional expansion projects, the expected deleveraging may be
delayed.

Equinix has an extensive global foot print that is unmatched in
scale by other independent data center providers. The company has
built a diverse ecosystem which allows it to strengthen its
interconnection platform. The Company's Internet exchange
facilities allow for those connections to be made to multiple
carriers in a single building instead of carriers needing to
provision individual connections to each other. Currently, the
interconnect business generates approximately 15%-20% of total
revenues but it is the driver for the colocation business as
customers are more likely to be in an Equinix datacenter than its
competitors' datacenters due to its more extensive interconnect
network. Given the interconnect business, customers are also less
likely to leave Equinix data centers to move to other competitiors
due to the added costs of decommissioning and setting up new
connections with other providers. Moody's expects demand for IT
infrastructure outsourcing to remain robust as companies look to
reduce their IT infrastructure costs. In addition, demand for data
center space will be fueled by the demand for server space and IP
traffic growth .

Moody's expects Equinix to have very good liquidity over the next
twelve months. The company had approximately $917 million in cash
or equivalents at March 31, 2012 and an undrawn $550 million
revolving credit facility. The company is expected to generate
modest free cash flow in 2013 and over $100 million of free cash
flow in 2014 which will help the company fund its capital
expenditures and operating needs. Moody's expects the company to
have ample liquidity after the close of the Asia Pacific and
ancotel acquisitions in Q3 of this year.

The ratings for Equinix's debt instruments comprise the overall
probability of default of the company, to which Moody's assigns a
probability of default rating of Ba3, the average family loss
given default assessment and the composition of the debt
instruments in the capital structure. Moody's notes that the
recently announced $750 million senior secured credit facility,
although unrated, puts downward pressure on the ratings of the
senior unsecured notes.The company's senior unsecured notes are
rated Ba2 with a loss given default assessment of LGD3-41%, which
is one notch higher than the LGD methodology-implied ratings for
these instruments due to Moody's adjustments to the LGD framework
in order to reflect the perceived collateral coverage. Moreover,
as Moody's expects that the preponderance of future debt issuances
will be done on a senior unsecured basis, there is further
downward pressure on the senior unsecured notes. As more senior
unsecured debt is raised, the ratings on this debt class will
likely converge with the CFR over time.

Positive rating migration could occur if Equinix successfully
carries out the staged buildout of its planned expansion and
successfully leases up the capacity in its data centers, such that
adjusted Debt/EBITDA leverage trends to below 4.0x on a
sustainable basis, and the company consistently generates positive
free cash flow.

Given the high project finance nature of the company's expansion
plans, debt financed buildouts in addition to the current schedule
may pressure the ratings. Ratings may also come under downward
pressure, if industry pricing exhibits overcapacity trends
spurring a new period of hypercompetition. The above factors may
be evidenced in Equinix's performance, such that it is unable to
grow operating cash flow from the new capacity it brings online,
the company continues to burn cash and its adjusted leverage
remains above 5.0x.

The principal methodology used in rating Equinix, Inc. was the
Global Communications Infrastructure Industry Methodology
published in June 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Redwood City, CA, Equinix is a data center
company which operates 99 domestic and international data centers
across 38 markets, totaling over 6 million square feet of gross
data center space. The company is the largest publicly traded
carrier-neutral data center hosting provider in the world, and
generated approximately $1.7 billion in revenues for twelve months
ending March 31, 2012.


FILENE'S BASEMENT: Judge Stalls Hearing on Plan Outline
-------------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports that with
more drama over Syms Corp.'s plan process erupting, Judge Kevin J.
Carey put off a disclosure statement hearing but urged the parties
to make good on the resolution that had seemed to emerge last week
in the case.

BankruptcyData.com reports that Filene's Basement's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a motion to adjourn until July 13 the previously-scheduled
July 9 hearing on the Disclosure Statement related to the Chapter
11 Plan. The adjournment is sought "to allow the parties adequate
time to finalize the necessary documents regarding the global
resolution and fully consensual plan of reorganization, without
having to simultaneously prepare for a fully contested hearing
involving the same issues."

The official committee of Syms Corp. equity security holders filed
with the Court an objection to this motion, explaining, "While the
Creditors' Committee has asked for what appears to be a benign
adjournment, it is actually a request that could well affect the
very consummation of the current agreement as negotiated. The
Creditors' Committee is a significant beneficiary of that
agreement and so the parties need simply to redouble their efforts
to complete the arrangements that were negotiated two weeks ago.
There is no legitimate basis for further delay and further erosion
of equity recovery."

Majority shareholder, Marcy Syms, also objected, stating, "While
the creditors' committee states that the parties will benefit from
more time for continued negotiations, the history of this case has
demonstrated that imminent deadlines and hearing dates have been a
strong factor in motivating the parties to reach consensus.
Further, the parties have agreed to certain deadlines which might
be jeopardized by delay. In addition; the terms of the current
plan of reorganization are time sensitive, and delays increase the
costs of administrating the Debtors' estates."

               About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FILENE'S BASEMENT: Opposes Creditors' Bid to Delay Settlement
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Syms Corp. and the discount retailer's official
shareholders' committee are opposing a request by the official
creditors' committee to delay a hearing related to the global
settlement announced last week.  The creditors' representative
said the parties haven't "even exchanged drafts of a revised plan
and disclosure statement since the term sheet has not yet been
finalized."  A conference was scheduled July 6 with the bankruptcy
judge in Delaware, who will decide whether to push back the
hearing to July 13 from July 9.

According to the report, in a filing with the bankruptcy court on
July 3, the creditors' committee said there as yet is only a
"handshake deal on the material terms" of a consensual Chapter 11
plan.  Although there has been "significant progress," there are
"a few open issues" on the documentation necessary to implement
the settlement, the committee said.

The report relates that the official equity committee, together
with Syms and subsidiary Filene's Basement LLC, are opposing any
delay in the July 9 hearing, where the bankruptcy court
theoretically would consider approval of disclosure material
explaining a prior version of the plan that is being superseded by
the settlement.   The July 9 hearing is also designed to put
procedures into motion for approving the settlement and an
accompanying rights offering to raise about $25 million.

Mr. Rochelle relates that in general terms, the settlement
provides for paying unsecured claims against Syms in full within
"agreed upon time frames." Trade and supplier claims against
Filene's will also be paid in full. Claims arising from terminated
leases not guaranteed by Syms will receive 75% payment, also
within specified time frames.

In opposing delay, the shareholders' committee said that an
adjournment "will remove the pressure of a looming deadline when
one is needed most."

               About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


FIRST AMERICANS: Agents Plead Guilty to $29MM Annuities Fraud
-------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that two principals
of First Americans Insurance Services Inc. pled guilty Thursday to
duping investors with a $29 million Ponzi-like annuities
investment scheme run through their Nebraska insurance business.

Bankruptcy Law360 relates that Stella M. Levea, 55, and James P.
Masat, 67, pled guilty to one count of mail fraud each and could
face up to 20 years in prison, a $250,000 fine each and an order
to pay restitution of between $2.5 million and $20 million,
according to their pleas.  Sentencing is scheduled for Sept. 6.

Grand Island, Nebraska-based First Americans Insurance Service
Inc. -- http://www.fais.com/-- operates an insurance company.
First Americans filed for Chapter 11 bankruptcy protection (Bankr.
D. Neb.  Case No. 09-40067) on Jan. 12, 2009.  Robert F. Craig,
Esq., at Robert F. Craig, P.C., served as the Debtor's counsel.
The company estimated $1 million to $10 million in assets and
$100 million to $500 million in liabilities.


FIRSTFED FINANCIAL: Making Second Stab at Plan Confirmation
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of FirstFed Financial Corp. for a second
time are voting on a proposed Chapter 11 plan.  They rejected the
first plan after the explanatory disclosure statement was approved
early last year by the U.S. Bankruptcy Court in Los Angeles.

The report relates that FirstFed, a holding company for a savings
and loan taken over by regulators, says its largest asset is a
claim for a $30 million income tax refund. The Federal Deposit
Insurance Corp., as receiver for the failed bank, claims that it's
entitled to the tax refund.  In addition to disputed claims from
the FDIC, there are few aside from the $157.8 million owing on
unsecured debentures.  The plan puts the FDIC in separate classes
from the debenture holders.

According to the report, the new plan is jointly proposed by
FirstFed and by Vik Ghei and Misah Zaitzeff, who own about $20
million of the debentures through a company named Holdco Advisors
LP.  The explanatory disclosure statement tells debenture holders
they will have a maximum 24% recovery if the court rules that the
tax refund belongs to FirstFed.  The FDIC, in its separate class,
will have a similar recovery if its unsecured claim is found
valid.

The plan, the report adds, will give ownership of the company to
debenture holders and the few other unsecured creditors.  In lieu
of stock, debenture holders can receive cash for a predicted 16.7%
recovery should the tax refund be ruled an asset of FirstFed.
The disclosure statement accompanying last year's plan told
debenture holders to expect a 1.3% recovery, without regard for
whatever might be collected from tax refunds or lawsuits.

The disclosure statement was approved last week by the bankruptcy
court, court records indicate.

                     About FirstFed Financial

Irvine, Calif.-based FirstFed Financial Corp. is the bank
holding company for First Federal Bank of California and its
subsidiaries.  The Bank was closed by federal regulators on
Dec. 18, 2009.

FirstFed Financial Corp. filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-10150) on Jan. 6, 2010.  Jon L. Dalberg,
Esq., at Landau Gottfried & Berger LLP, represents the Debtor in
its restructuring effort.  Garden City Group is the claims and
notice agent.  The Debtor disclosed assets at $1 million and
$10 million, and debts at $100 million and $500 million.

The Debtor's exclusive period to propose a plan expired in
January 2011.

The Debtor has proposed a Plan of Liquidation, which proposes an
orderly liquidation of the Debtor's estate.  Holdco Advisors L.P.,
submitted a competing plan of reorganization.


FIVE B'S INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Five B's, Inc.
        P.O. Box 480
        Seabrook, TX 77586-0480

Bankruptcy Case No.: 12-12015

Chapter 11 Petition Date: July 6, 2012

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Albert J. Derbes, IV, Esq.
                  THE DERBES LAW FIRM, LLC
                  3027 Ridgelake Drive
                  Metairie, LA 70002
                  Tel: (504) 837-1230
                  Fax: (504) 832-0322
                  E-mail: ajdiv@derbeslaw.com

Scheduled Assets: $3,294,150

Scheduled Liabilities: $3,595,004

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/laeb12-12015.pdf

The petition was signed by Floyd E. Barrois, president.


FLETCHER INT'L: Fund Temporarily Halts Bermuda Bankruptcy
---------------------------------------------------------
U.S. Bankruptcy Judge Robert E. Gerber on Thursday granted
Fletcher International Ltd. a temporary restraining order barring
Cayman Islands court-appointed liquidators from taking action
against the hedge fund and dismantling its assets, for now.

Bankruptcy Law360 relates that Judge Gerber granted Fletcher's
motion for a temporary restraining order and preliminary
injunctive relief confirming the applicability of the automatic
bankruptcy stay to the proceedings.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the injunction temporarily prevents investors in a
feeder fund from having the master fund thrown into an involuntary
liquidation in Bermuda, where the master fund is incorporated.

Fletcher International after its Chapter 11 filing immediately
started a lawsuit to stop the involuntary bankruptcy in Bermuda.
U.S. Bankruptcy Judge Robert E. Gerber signed a temporary
injunction on July 5 stopping liquidators appointed in the Cayman
Islands from proceeding with proceedings in Bermuda.

According to the Bloomberg report, there will be another hearing
on July 16 in New York where Judge Gerber will consider signing a
preliminary injunction extending the freeze on proceedings in
Bermuda.  Judge Gerber also enjoined attempts at holding a
shareholders' meeting to oust current management at Fletcher
International.

The lawsuit to halt the Bermuda liquidation is Fletcher
International Ltd. v. Fletcher Income Arbitrage Fund,
12-01740, U.S. Bankruptcy Court, Southern District of New York
(Manhattan).

                   About Fletcher International

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.

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

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.


FLOODCOOLING TECH: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Floodcooling Technologies, LLC
        1107 Naughton Road
        Troy, MI 48083

Bankruptcy Case No.: 12-55968

Chapter 11 Petition Date: July 5, 2012

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Michael P. DiLaura, Esq.
                  MIKE DILAURA & ASSOCIATES, PC
                  105 Cass Ave.
                  Mt. Clemens, MI 48043
                  Tel: (586) 468-5600
                  Fax: (586) 465-9113
                  E-mail: miked@mikedlaw.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 ots five largest unsecured
creditors is available for free at
http://bankrupt.com/misc/mieb12-55968.pdf

The petition was signed by J. Thomas Clark, managing member.


FOUR OAKS: Had $552,000 Profit in First Quarter
-----------------------------------------------
Four Oaks Fincorp, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $552,000 on $5.94 million of net interest
income (before provision for loan losses) for the three months
ended March 31, 2012, compared with a net loss of $1.13 million on
$6.99 million of net interest income (before provision for loan
losses) for the same period last year.

The Company's balance sheet at March 31, 2012, showed
$934.53 million in total assets, $904.03 million in total
liabilities, and stockholders' equity of $30.50 million.

Going Concern Considerations

The Company said, "The Company and the Bank entered into a formal
written agreement (the "Written Agreement") with the Federal
Reserve Bank of Richmond ("FRB") and the North Carolina Office of
the Commissioner of Banks ("NCCOB") that imposes certain
restrictions on the Company and the Bank, as described in Notes I
and J.  A material failure to comply with the Written Agreement's
terms could subject the Company to additional regulatory actions
and further restrictions on its business, which may have a
material adverse effect on the Company's future results of
operations and financial condition."

"In order for the Company and the Bank to be well capitalized
under federal banking agencies' guidelines, management believes
that the Company will need to raise additional capital to absorb
the potential future credit losses associated with the disposition
of its nonperforming assets.  Management is in the process of
evaluating various alternatives to increase tangible common equity
and regulatory capital through the issuance of additional equity.
The Company is also working to reduce its balance sheet to improve
capital ratios and actively evaluating a number of capital
sources, asset reductions and other balance sheet management
strategies to ensure that the projected level of regulatory
capital can support its balance sheet long-term.  There can be no
assurance as to whether these efforts will be successful, either
on a short-term or long-term basis.  Should these efforts be
unsuccessful, the Company may be unable to discharge its
liabilities in the normal course of business.  There can be no
assurance that the Company will be successful in any efforts to
raise additional capital during 2012."

"Cash and cash equivalents at March 31, 2012, were approximately
$180.4 million, of which approximately $20.8 million has been
earmarked for scheduled broker deposit maturities during 2012.
Based on our liquidity analysis, management does not anticipate
that the Company will be unable to meet its obligations as they
become due.  If unanticipated market factors emerge, or if the
Company is not successful in its efforts to comply with the
requirements set forth in the Written Agreement, the FRB and/or
the NCCOB may take further enforcement or other actions.  These
actions might include greater restrictions on the Company's
operations, a revocation of its charter and the placement of the
Bank into receivership if the situation materially deteriorates.
The Company is in substantial compliance with the provisions of
the Written Agreement."

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

                       http://is.gd/wGVbgw

Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is
the bank holding company for Four Oaks Bank & Trust Company.  The
Company has no significant assets other than cash, the capital
stock of the bank and its membership interest in Four Oaks
Mortgage Services, L.L.C., as well as $1,241,000 in securities
available for sale as of Dec. 31, 2011.


FRANKLIN CREDIT: Amends Prepackaged Plan to Change Record Date
--------------------------------------------------------------
Franklin Credit Holding Corporation filed with the Bankruptcy
Court a First Amended Prepackaged Plan of Reorganization that
proposes to change, among other things, the proposed record date
to identify stockholders for a proposed distribution of a pro rata
share of the Company's 80% interest in its mortgage servicing
subsidiary, Franklin Credit Management Corporation.  The Debtor
now proposes the record date to be a date after a confirmation
order has been entered by the Bankruptcy Court.  The Debtor also
proposes to exclude liability to the Securities and Exchange
Commission from the releases proposed to be granted in favor of
non-debtors.  The Debtor asks the Court to approve those
modifications as non-material without the need for further
solicitation of votes to accept or reject the Prepackaged Plan.

Although counsel to administrative agents for the Company's
secured creditors have reviewed the modifications to the
Prepackaged Plan and have indicated that they have no objection to
the relief sought in the Motion, there can be no assurance that
the Court will grant the Motion and not require a further
solicitation of votes with respect to the Prepackaged Plan.

Franklin Credit previously reported that it had given notice to
the Financial Industry Regulatory Authority of a proposed record
date of July 6, 2012, to identify stockholders for a proposed
distribution of a pro rata share of the Company's 80% interest in
its mortgage servicing subsidiary, FCMC (which is not proposing or
planning to file for bankruptcy).

On June 29, 2012, Franklin Credit amended the Notice to indicate
that the proposed record date would instead be set to a date after
entry of an order confirming a Chapter 11 plan.

The confirmation hearing for the bankruptcy case is currently
scheduled for July 18, 2012.

A copy of the First Amended Prepackaged Plan is available at:

                        http://is.gd/oGeHbB

                   About Franklin Credit Holding

Franklin Credit Holding Corporation (OTC BB: FCMC)
-- http://www.franklincredit.com/-- is a specialty consumer
finance company primarily engaged in the servicing and resolution
of performing, re-performing and nonperforming residential
mortgage loans, including specialized loan recovery servicing, and
in the analysis, pricing, due diligence and acquisition of
residential mortgage portfolios for third parties.  The Company's
executive, administrative and operations offices are located in
Jersey City, N.J.

Franklin Credit Holding Corporation filed a Chapter 11 bankruptcy
petition (Bankr. D. N.J. Case No. 12-24411) in Newark, New Jersey,
on June 4, 2012.  Franklin Credit also filed a prepackaged plan.
The Debtor is seeking a combined hearing on the plan and the
explanatory disclosure statement.

Judge Donald H. Steckroth presides over the case.  Lawyers at
McCarter & English, LLP, serves as the Debtor's counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $500 million to $1 billion in debts.  In a recent
regulatory filing with the U.S. Securities and Exchange
Commission, Franklin Credit Holding's balance sheet at March 31,
2012, showed $29.02 million in total assets, $874.02 million in
total liabilities, and a $845 million total stockholders' deficit.
The petition was signed by Paul Colasono, executive vice president
and chief financial officer.

The Plan provides for the liquidation of its assets -- the
ownership of 80% of the stock in non-debtor Franklin Credit
Mortgage Corp. -- with the proceeds or the fair market value of
the assets being distributed in accordance with the Bankruptcy
Code.  The fair market value of FCMC will be distributed through
the payment of $250,000 in cash on the effective date of the Plan
and an aggregate $1.11 million over a period of five years,
evidenced by a promissory note guaranteed by Thomas J. Axon, the
chairman and president of the Debtor and FCMC, and the owner of
20% of the common shares of FCMC, and 45.2% of the common shares
of the Debtor.  The payments will be made by FCMC, and will be the
primary source of cash for distributions contemplated by the Plan.
IN exchange for the payment by FCMC, the Debtor's interests in the
stock of FCMC will be distributed, pro-rata, to holders of allowed
interests.

The Plan provides for payment in full of allowed priority non-tax
claims.  The secured claims of the legacy lenders totaling
$820.6 million will be unaltered by the Plan.  Huntington National
Bank and Huntington Finance LLC will release the Debtor from any
obligations in connection with their secured claims of $4.7
million.  Holders of general unsecured claims estimated to total
$1.9 million will receive their pro rata share of the proceeds of
the liquidation of the remaining assets.

The Court has established July 18, 2012, as the hearing on the
adequacy of the Disclosure Statement.


FREEDOM ENVIRONMENTAL: Significant Losses Cue Going Concern Doubt
-----------------------------------------------------------------
Freedom Environmental Services, Inc., filed on May 16, 2012, its
annual report for the fiscal year ended Dec. 31, 2011.

Tarvaran Askelson & Company, LLP, in Laguna Niguel, California,
expressed substantial doubt about Freedom Environmental's ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred significant losses.  "The Company's
viability is dependent upon its ability to obtain future financing
and the success of its future operations."

The Company reported a net loss of $1.85 million on $5.67 million
of revenues for 2011, compared with a net loss of $2.54 million on
$2.19 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.37 million
in total assets, $2.35 million in total liabilities, and
stockholders' equity of $16,515.

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

                       http://is.gd/340TNn

Orlando, Fla.-based Freedom Environmental Services, Inc., provides
wastewater management and recycling services to its customers
through its different divisions.


FRENCH QUARTER: Principal Slapped With $999,000 Judgment
--------------------------------------------------------
Nevada District Judge Edward C. Reed granted a Motion for Judgment
on the Pleadings in the lawsuit filed by Oscar Renteria and Denise
Renteria, individually and in their capacities as Co-Trustees of
the Renteria Family Trust, against Eugene Cleveland Canepa, the
principal of French Quarter, Inc.

Between Sept. 20, 2006, and Dec. 29, 2006, the Renterias,
residents of Napa, California, issued a series of loans, evidenced
by demand promissory notes, to French Quarter and its principal.
Both parties agree that the aggregate principal amount on the
loans was $845,000.

In April 2007, the Renterias demanded that Ms. Canepa pay the
notes.  The Renterias allege that the Defendant failed to pay the
notes, amounting to a default under the notes' contracts and
triggering a total of $44,250.00 in late fees.  The Defendant
denies these allegations.

French Quarter Inc. operates a bar, Men's Club --
http://www.mensclublv.com/-- in Las Vegas.  It filed for Chapter
11 bankruptcy (Bankr. D. Nev. Case No. 07-14813) on Aug. 3, 2007,
estimating $1 million to $100 million in both assets and debts.
Bankruptcy Judge Linda B. Riegle oversees the case.  Jeffrey R.
Sylvester, Esq., at Sylvester & Polednak, Ltd., served as the
Debtor's counsel.

In August 2007, the Plaintiffs, the Defendant, French Quarter, and
others executed a settlement agreement resolving disputes between
French Quarter, its creditors, and other parties.  The settlement
agreement gives the Plaintiffs "an allowed unsecured claim against
[French Quarter's estate] in the amount of $887,000 . . . without
prejudice to [Plaintiffs] claiming any pre- or postpetition
Interest and attorneys fees as allowed by the Bankruptcy Code."
The agreement further explains that "[t]he parties hereto agree,
and [Defendant] further warrants and represents, that [Defendant]
was a co-maker on [Plaintiffs' notes] in the amount of $845,000
and that these loans are valid and binding."  Finally, the
agreement provides that "[Plaintiffs] expressly reserve[] all
rights and claims against [Defendant] for the full balance of
[Plaintiffs' notes] including without limitation, unpaid
principal, interest and attorneys fees."  The settlement was
approved by the United States Bankruptcy Court for the District of
Nevada on Sept. 8, 2008.

On Nov. 30, 2008, the Plaintiffs filed a post-settlement claim
against French Quarter, seeking a total of $1,158,216.48 in
principal charges, interest accrued through August 3, 2007, late
charges up to that date, and attorneys' fees.  On Sept. 30, 2009,
the Defendant objected to the amount of the attorneys' fees as
well as the accrual of postpetition interest.

In May 2010, the bankruptcy estate of French Quarter distributed
$354,800 to the Renterias.  The Plaintiffs allege they applied
this amount to the notes, covering the accrued interest up to May
2010 as well as $4,146.85 of the late fees, leaving approximately
$38,103.15 in late fees.  The interest accrued on the notes from
May 2010 through July 2011 is $115,767.12.

The Renterias allege the Defendant owes them $1,003,017.70,
reflecting the principal, $845,000, the interest accrued from May
2010 through July 2011, $115,767.12, remaining late fees,
$38,103.15, and attorneys' fees, $4,147.43.

According to Judge Reed, even construed in the light most
favorable to Defendant, there remain no genuine issues of material
fact in the case.  Judge Reed said the Defendant is liable for
damages for breach of contract on five promissory notes owed to
the Plaintiffs in the amount of $998,870.27, reflecting the
principal, $845,000, the interest accrued from May 2010 through
July 2011, $115,767.12, remaining late fees, $38,103.15, without
the requested attorneys' fees, $4,147.43.  As the Plaintiffs have
obtained the full relief they are entitled to under a breach of
contract theory, the Plaintiffs are not entitled to further relief
under theories of unjust enrichment, money lent, or money had and
received.

The lawsuit is, OSCAR RENTERIA and DENISE RENTERIA, individually
and in their capacities as Co-Trustees of the RENTERIA FAMILY
TRUST, Plaintiffs, v. EUGENE CLEVELAND CANEPA, an individual,
Defendant, No. 3:11-cv-00534-ECR-CWH (D. Nev.).  A copy of the
District Court's July 3, 2012 Order is available at
http://is.gd/48H8fDfrom Leagle.com.


GENERAL MOTORS: Weil, Butzel, Kramer Pay $520K to End Fee Fight
---------------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that Weil Gotshal &
Manges LLP, Butzel Long PC and Kramer Levin Naftalis & Frankel LLP
-- counsel involved in General Motors Corp.'s bankruptcy
proceedings -- agreed Friday to pay nearly $520,000 in total to
resolve a dispute with the fee examiner in the Chapter 11 case.

Weil Gotshal, Butzel Long and Kramer Levin agreed to pay
approximately $425,000, $73,000 and $20,000, respectively, after
Godfrey & Kahn SC's Brady C. Williamson, the fee examiner in GM's
bankruptcy, disputed approximately $3 million in fee claims,
according to Bankruptcy Law360.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

On Nov. 1, 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3.  Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.

On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default
Ratings of New GM, General Motors Holdings LLC, and General
Motors Financial Company Inc., to 'BB' from 'BB-'.

On Oct. 3, 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on New GM to 'BB+' from 'BB-'; and
revised the rating outlook to stable from positive. "We also
raised our issue-level rating on GM's debt to 'BBB' from 'BB+';
the recovery rating remains at '1'," S&P said.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq.,and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31, 2011.


GEOMET INC: Had $52.9 Million Net Loss in First Quarter
-------------------------------------------------------
GeoMet, Inc., filed an amended quarterly report on Form 10-Q/A,
reporting a net loss of $52.95 million on $10.22 million of
revenues for the three months ended March 31, 2012, compared with
net income of $451,079 on $7.92 million of revenues for the same
period of 2011.

The Company's balance sheet at March 31, 2012, showed
$199.21 million in total assets, $176.64 million in total
liabilities, $30.47 million of Series A convertible redeemable
preferred stock, and a stockholders' deficit of $7.90 million.

"As of May 11, 2012, we had $148.6 million outstanding under our
Fifth Amended and Restated Credit Agreement," the Company said in
the filing.  "As of March 31, 2012, we were in compliance with all
of the covenants in our Credit Agreement.  The Credit Agreement
provides, however, that if the amount outstanding at any time
exceeds the "borrowing base", we must provide additional
collateral to the lenders or repay the excess as provided in the
Credit Agreement.  The borrowing base is set in the sole
discretion of our lenders in June and December of each year based,
in part, on the value of our estimated reserves as determined by
the lenders using natural gas prices forecasted by the lenders."

"Due to the decline in the bank group's price projections, we
expect our outstanding loan balance at the June determination date
will exceed the new borrowing base, resulting in a borrowing base
deficiency.  We do not have additional collateral to provide to
the lenders and we expect that our operating cash flows would be
insufficient to repay the expected borrowing base deficiency, as
required under the Credit Agreement. As such, unless we amend the
Credit Agreement, we may be in default under the agreement when
the borrowing base is determined in June 2012.  In addition, the
elimination of the unused availability under the borrowing base,
which is a factor in our working capital covenant, may result in a
future default of that covenant under the Credit Agreement.  We
have begun discussions with our bank group; however, until the
borrowing base for June 2012 has been determined, we will not know
the amount of the deficiency.  As of March 31, 2012, the debt is
classified as long-term as we are not in violation of any debt
covenants.  Should we be in violation of any covenants which have
not been waived or have a borrowing base deficiency as of June 30,
2012, some or all of the debt will be reclassified to current.
There are no assurances that we will be able to amend our Credit
Agreement or obtain a waiver.  If we do obtain a waiver or an
amendment, there can be no assurance as to the cost or terms of
such an amendment."

"These conditions raise substantial doubt about our ability to
continue as a going concern for the next twelve months."

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

                       http://is.gd/M4jYYp

Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams ("coalbed methane"
or "CBM") and non-conventional shallow gas.  It was originally
founded as a consulting company to the coalbed methane industry in
1985 and has been active as an operator, developer and producer of
coalbed methane properties since 1993.  Its principal operations
and producing properties are located in the Cahaba and Black
Warrior Basins in Alabama and the central Appalachian Basin in
Virginia and West Virginia.  It also owns additional coalbed
methane and oil and gas development rights, principally in
Alabama, Virginia, West Virginia, and British Columbia.  As of
March 31, 2012, it owns a total of approximately 192,000 net acres
of coalbed methane and oil and gas development rights.


GETTY PETROLEUM: Unit Wins $5MM Judgment in Green Valley Rent Row
-----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Shelley C. Chapman on Friday ruled that Getty Petroleum
Marketing Inc. can recover $5.2 million from Green Valley Oil LLC
in a breach of contract dispute over Green Valley's failure to pay
rent to the bankrupt oil company.

Bankruptcy Law360 relates that Judge Chapman granted summary
judgment to Getty on three counts, for breach of contract,
declaratory relief and turnover, while denying it with regard to
an allegation that Green Valley's failure to pay rent is a
violation of the automatic bankruptcy stay.

Meanwhile, Peg Brickley Dow Jones' DBR Small Cap reports that
ConocoPhillips is maneuvering for a blocking position in the
Chapter 11 case of Getty Petroleum Marketing Inc., seeking to cast
a ballot that it says is worth $96.6 million.

                       About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasolines, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as Debtors' counsel.  Ross, Rosenthal & Company,
LLP, serves as accountants for the Debtors.  Getty Petroleum
Marketing, Inc., disclosed $46.6 million in assets and $316.8
million in liabilities as of the Petition Date.  The petition was
signed by Bjorn Q. Aaserod, chief executive officer and chairman
of the board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.

The Court set April 10, 2012 at 5:00 p.m. (Eastern Time) as the
deadline for any individual or entity to file proofs of claim
against the Debtors.  The Court has also fixed Sept. 5, 2012, as
the bar date for governmental entities.


GLOBAL ARENA: Had $231,800 Net Loss in First Quarter
----------------------------------------------------
Global Arena Holding, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $231,799 on $202,629 of revenues for
the three months ended March 31, 2012, compared with a net loss of
$414,581 on $226,606 of revenues for the same period last year.

The Company's balance sheet at March 31, 2012, showed
$1.11 million in total assets, $1.29 million in total current
liabilities, and a stockholders' deficit of $184,014.

Wei, Wei & Co., LLP, in New York, N.Y., expressed substantial
doubt about Global Arena's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered recurring losses since inception, experiences a
deficiency of cash flow from operations and has a stockholders
deficiency.

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

                       http://is.gd/oemIEI

New York, N.Y.-based Global Arena Holding, Inc., formerly Global
Arena Holding Subsidiary Corp., was formed in February 2009, in
the state of Delaware.  The Company is a financial services firm
that services the financial community through its subsidiaries as
follows:

Global Arena Investment Management LLC provides investment
advisory services to its clients.  GAIM is registered with the
Securities and Exchange Commission as an investment advisor and
clears all of its business through Fidelity Advisors, its
correspondent broker.  Global Arena Commodities Corp. provides
commodities brokerage services and earns commissions.  Global
Arena Trading Advisors, LLC provides futures advisory services and
earns fees.  GATA is registered with the National Futures
Association (NFA) as a commodities trading advisor.  Lillybell
Entertainment, LLC provides finance services to the entertainment
industry.


GLOBAL AVIATION: Creditors Committee Objects to Bonuses
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Global Aviation Holdings Inc. creditors'
committee and the U.S. Trustee are both opposing a $137,000
retention bonus program for five executives who aren't among the
company's top officers.

According to the company, the intended recipients are
responsible for creating "safety, maintenance and flight
operation manuals and overseeing the compliance of the
standards."

The creditors' committee argued that the mere description of their
responsibilities places them within the top echelon of management,
so they must be considered "insiders" for whom Congress prohibits
retention bonuses.   The U.S. Trustee similarly argues that the
five managers haven't been shown not to be insiders. The
bankruptcy judge will rule on the propriety of the bonuses at a
July 11 hearing in Brooklyn, New York.

                    About Global Aviation Holdings

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.


GOLF TOWN: S&P Assigns 'B' Long-Term Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services it assigned its 'B' long-term
corporate credit rating and stable  outlook to golf specialty
retailer Golf Town Canada Inc. and Major Merger Sub Inc.
(collectively, Golf Town).

At the same time, Standard & Poor's assigned its 'B' issue-level
rating and  '4' recovery rating to the company's proposed C$150
million senior secured  second-lien notes.

"We expect that Golfsmith International Holdings Inc. will succeed
Major Merger Sub as issuer upon completion of its proposed
acquisition by Golf Town.  Golf Town's subsidiary, Golf Town USA
Holdings Inc., has agreed to acquire NASDAQ-traded Golfsmith for
about US$109 million in cash plus assumed liabilities in a
transaction the companies expect to close in July 2012," S&P said.

Subsequent to the acquisition, Golf Town and Golfsmith will be
indirectly  majority-owned by OMERS Administration Corp.
(AAA/Stable/A-1+), the pension  system for Ontario's municipal
employees, with the remainder held by current  and former members
of management.

"The ratings on the entity comprising the combined Golf Town and
Golfsmith reflect what we consider its weak business risk profile,
characterized by its  exposure to the fragmented and discretionary
golf specialty retail market, historically thin EBITDA margins and
low returns on capital, and an aggressive financial risk profile
with high debt leverage," said Standard & Poor's credit analyst
Donald Marleau.

"These weaknesses are offset somewhat, we believe, by  the
company's solid share of the golf retail segment in Canada, which
we expect will contribute steady cash flow to support its higher
debt-service requirements and growth plans in the U.S.," Mr.
Marleau added.

The combined entity will be the largest specialty golf retailer in
North America, with about 143 stores spread across 25 U.S. states
and seven Canadian provinces, in addition to a growing e-commerce
channel.

The stable outlook incorporates our expectation of modest earnings
improvements in the next several years that fund a significant
portion of the company's growth.

"Assuming a stable capital structure, we estimate that fully
adjusted debt leverage of below 7.0x and EBITDA interest coverage
of more than 1.5x should enable the company to generate enough
cash to fund its growth plans in the next few years," S&P said.

"We could lower the rating by one notch if these  thresholds are
breached, which we estimate could occur if reported EBITDA margins
declined below 5.5% beyond 2013 assuming 5%-10% revenue growth
amid  higher lease-adjusted debt and increased cash requirements
for new-store  working capital," S&P said.

That said, the company has significant flexibility in its growth
plans, which could enable it to slow the pace of credit
deterioration in a scenario of weaker profitability. The prospects
for a higher rating in the next few years are limited because of
constrained free cash flow and the likelihood of shareholder
returns in the event of outperformance, although we could raise
the rating if the combined Golf Town improved earnings such that
it reduced fully adjusted leverage to below 5x on a sustainable
basis.


HARRISBURG, PA: Prohibited From Municipal Bankruptcy Until Dec. 1
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the Pennsylvania legislature and governor are approving
legislation that will prohibit Harrisburg, the state's capital,
from filing for Chapter 9 municipal bankruptcy until Dec. 1.  The
deadline had been July 1.

The report relates that a majority of the city council authorized
a filing last year that the bankruptcy court dismissed as being in
violation of the state law prohibiting the use of Chapter 9 until
July 1.  Dismissal was upheld in May by the U.S. Court of Appeals
in Philadelphia.

                  About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.


HAWKER BEECHCRAFT: To Pursue Combination With Superior
------------------------------------------------------
Hawker Beechcraft, Inc. has executed an exclusivity agreement with
Superior Aviation Beijing Co., Ltd. (Superior), a Beijing-based
aerospace manufacturer, regarding a strategic combination.

Should the transaction be completed, Superior intends to maintain
Hawker Beechcraft's existing operations while also investing
substantial capital in the company and its business and general
aviation product line, saving thousands of American jobs,
including in Wichita, Kan. and Little Rock, Ark.

Hawker Beechcraft entered into this agreement as part of its
ongoing review of strategic options, which included continuing to
operate as a standalone entity, and decided to proceed with
Superior after determining that its proposal would create the
greatest value for the company and position it for long-term
growth.

The transaction with Superior would not include Hawker Beechcraft
Defense Company (HBDC), which would remain a separate entity. HBDC
will continue to operate its highly successful T-6 trainer program
and pursue the final certification of the AT-6 light attack
aircraft.

Robert S. "Steve" Miller, CEO of Hawker Beechcraft, Inc., said,
"Superior has had a long-standing interest in the commercial
aircraft business of Hawker Beechcraft, having first approached
the company several years ago regarding a potential strategic
partnership.  With Superior's previous experience operating a U.S.
business and its demonstrated ability to quickly restore a
business to profitability after emerging from Chapter 11, we
believe a transaction with Superior would maximize value for
Hawker Beechcraft and its stakeholders.  Importantly, this
combination would give Hawker Beechcraft greater access to the
Chinese business and general aviation marketplace, which is
forecast to grow more than 10 percent a year for the next 10-15
years. We look forward to working toward a definitive agreement."

Bill Boisture, Chairman of Hawker Beechcraft Corporation, said,
"The decision to move forward with Superior was based on two key
factors: the bid for the company was the most attractive we
received during the strategic review process and the going-forward
plan offered the most continuity for our business, allowing us to
preserve jobs, product lines and our ability to maintain our
commitments to our customers.  Superior is committed to
maintaining Hawker Beechcraft's strong presence in the United
States and retaining its current employee base and experienced
management team, while positioning the company for future growth
at home and abroad."

                        Terms of the Agreement

Under the terms of the exclusivity agreement, Superior will
acquire Hawker Beechcraft for $1.79 billion and make payments over
the next six weeks to support ongoing jet-related operations,
which will help Hawker Beechcraft to sustain the jet business
until the close of the transaction, thus preserving significant
future opportunity for growth. Superior's proposal reflects its
intention to make Hawker Beechcraft its flagship investment;
maintain Hawker Beechcraft's U.S. headquarters, management team
and employees; and continue product development throughout its
commercial product lines. During the 45-day exclusivity period,
Superior will perform confirmatory diligence while the two
companies negotiate definitive documentation of the transaction.
The companies expect to enter into definitive documentation prior
to the conclusion of the exclusivity period.

If the parties successfully negotiate a definitive agreement, that
agreement would be subject to a further competitive public auction
process.  HBDC is not part of the proposed transaction and neither
ownership nor control of HBDC will transfer to Superior. In the
event that HBDC is sold, up to $400 million of the $1.79 billion
purchase price will be refundable to Superior.

If negotiations with Superior are not concluded in a timely
manner, Hawker Beechcraft will proceed with seeking confirmation
of the Joint Plan of Reorganization it filed with the U.S.
Bankruptcy Court on June 30, 2012, which contemplates Hawker
Beechcraft emerging as a standalone entity with a more focused
portfolio of aircraft.

Superior has received and expects to continue receiving the full
support of the City of Beijing municipal government in completing
the transaction.

In addition, Superior is working to obtain all regulatory
approvals from the Chinese central government for this foreign
investment project.

The transaction also is subject to approval by the U.S. Committee
on Foreign Investment in the United States (CFIUS) and would be
subject to additional customary U.S. regulatory reviews and
approvals.  Additionally, Bankruptcy Court approval is required
for Hawker Beechcraft's agreement to negotiate exclusively with
Superior and for any definitive agreement that may be negotiated
with Superior.  The proposed combination of Hawker Beechcraft and
Superior will not require a financing condition.

Hawker Beechcraft's legal representative is Kirkland & Ellis LLP;
its financial advisor is Perella Weinberg Partners LP; and its
restructuring advisor is Alvarez & Marsal. Hawker Beechcraft
entered into the exclusivity agreement in consultation with
lenders holding a majority of the company's pre-petition secured
debt (Senior Secured Lenders).  The Senior Secured Lenders' legal
representative is Wachtell Lipton Rosen & Katz and their financial
advisor is Houlihan Lokey.

Superior Aviation Beijing Co., Ltd. is an aerospace manufacturer
that engages in the research and development, production and sale
of general aviation engines and parts.  Superior is 60 percent
owned by Beijing Superior Aviation Technology Corporation Ltd., a
closely-held private entity, and 40 percent owned by Beijing E-
Town International Investment & Development Corporation Ltd., a
company controlled by the Beijing municipal government that
supports the financing of strategic investments in certain
industries. Superior's legal representative is Locke Lord LLP and
its financial advisor is Grant Thornton.

                       About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for Chapter
11 reorganization together with 17 affiliates (Bankr. S.D.N.Y.
Lead Case No. 12-11873) on May 3, 2012, having already negotiated
a plan that eliminates $2.5 billion in debt and $125 million of
annual cash interest expense.

The plan, to be filed by June 30, will give 81.9% of the new stock
to holders of $1.83 billion of secured debt, while 18.9% of the
new shares are for unsecured creditors.  The proposal has support
from 68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee tapped
FTI Consulting, Inc., as its financial advisor.


HOSTESS BRANDS: Deadline to Sue Lenders on Aug. 29
--------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York, in a fourth order amending final
order dated Feb. 3, 2012, authorized Hostess Brands, Inc., et al.,
to obtain postpetition financing; and utilize cash collateral.

The Debtors, the Official Committee of Unsecured Creditors and the
Prepetition Secured Parties had engaged in discussions and agreed
to amend the Final DIP order.

Pursuant to the agreement, the first sentence of paragraph 21 of
the final DIP order will be further amended to read as:

     The stipulations and admissions contained in paragraph 6 of
     the Final Order will be binding on all parties-in-interest,
     including, without limitation, the Debtors and the Creditors'
     Committee, unless, and solely to the extent that an adversary
     proceeding or other contested matter has been commenced by
     the Debtors (or the Creditors' Committee, if they have been
     granted standing to do so) on behalf of the Debtors' estates
     against the Prepetition Secured parties in connection with
     any matter related to the Existing Agreements, the Indenture
     or the Prepetition Collateral, in each case by no later Aug.
     29, 2012, provided, however, that the stipulations and
     admissions contained in paragraph 6(b) with respect to the
     Revolving Priority Collateral became binding on all parties-
     in-interest upon entry of the Second Amendment Order.

In all other respects, the Final DIP Order remains the same.

As reported in the Troubled Company Reporter on May 23, 2012, the
Debtors have said that the up to $75 million of secured DIP term
loan facility and access to cash collateral are necessary to meet
ongoing working capital and general business needs.  The initial
DIP lenders are Silver Point, Monarch Alternative Capital, LP,
Gannett Peak CLO I, Ltd. and Credit Value Partners, LP.  The DIP
facility will mature within the first anniversary of the closing
date.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.


HUSSEY COPPER: Seeks Fourth Extension of Plan Exclusivity
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hussey Copper Corp. for a fourth time is seeking an
enlargement of the exclusive right to propose a liquidating
Chapter 11 plan.  If approved by the bankruptcy court in Delaware
at an Aug. 24 hearing, the plan-filing deadline will be pushed out
by two months to Sept. 2.

According to the report, Hussey said it filed a proposed Chapter
11 plan in early May "to spur ongoing negotiations" intended to
result in a "consensual resolution of outstanding issues."  A
prior hearing for approval of the explanatory disclosure statement
was rescheduled for July 18.  The company previously said that
issues to be resolved include "significant" claims of the Pension
Benefit Guaranty Corp.

                        About Hussey Copper

Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of
the leading manufacturers of copper products in the United States.
Hussey Copper was founded in Pittsburgh in 1848.  The Company and
its affiliates, which operate one manufacturing facility in
Leetsdale and two facilities in Eminence, Kentucky, manufacture "a
wide range of value-added copper products and copper-nickel
products.  The Company has more than 500 full-time employees.

Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets.  Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016).  Hussey
Copper Ltd. estimated $100 million to $500 million in assets and
debts.  Hussey Copper Corp. estimated up to $50,000 in assets and
up to $100 million in debts.

Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors.  Donlin Recano & Company Inc. is the claims and notice
agent.  The Debtors tapped Winter Harbor, LLC in substitution for
Huron Consulting Services LLC.

An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel.  The panel
selected FTI Consulting, Inc. as restructuring and financial
advisor.

Hussey filed for bankruptcy with a deal to sell the assets to
stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC.  US private equity firm Patriarch Partners beat
Kataman at an auction and officially acquired Hussey on Dec. 16,
2011.  The buyout firm of distressed debt mogul Lynn Tilton
acquired Hussey for $107.8 million after a nine-hour, 34-round
auction.

Kataman is represented in the case by David D. Watson, Esq., and
Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.

Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington.

Following the sale, Bankruptcy Judge Brendan L. Shannon approved
the name change of Hussey Copper Corp. et al., to HCL Liquidation
Ltd.


INDIANAPOLIS DOWNS: Settles With Former Manager Cordish
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Indianapolis Downs LLC reached a settlement with the
property's former manager, The Cordish Co.  The settlement
simplifies the process of winning approval of the reorganization
plan at an Aug. 22 confirmation hearing.

The report relates that the track and Cordish were in multiple
disputes over a license agreement and the contract where Cordish
assisted in constructing, developing and managing the project.
Cordish was making an unsecured claim of $17 million and a
separate claim for $33 million allegedly representing an expense
of the Chapter 11 case that must be paid in full for Indianapolis
Downs to emerge from bankruptcy.

According to the report, under the settlement filed last week with
the bankruptcy court in Delaware, Baltimore-based Cordish will be
paid $3.5 million cash not later than Aug. 22. In addition,
Cordish will have an approved unsecured claim for $12 million.
Cordish waives all other claims.

The racetrack is asking the bankruptcy judge to hold a hearing on
July 17 for approval of the settlement.

                      About Indianapolis Downs

Indianapolis Downs LLC operates Indiana Live --
http://www.indianalivecasino.com/-- a combined race track and
casino at a state-of-the-art 283 acre Shelbyville, Indiana site.
It also operates two satellite wagering facilities in Evansville
and Clarksville, Indiana.  Total revenue for 2010 was $270
million, representing an 8.7% increase in 2009.  The casino
captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375 million on secured notes and $72.6 million on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.


INTEGRATED ENVIRONMENTAL: Had $468,800 Net Loss in 1st Quarter
--------------------------------------------------------------
Integrated Environmental Technologies, Ltd., filed its quarterly
report on Form 10-Q, reporting a net loss of $468,771 on $45,799
of revenues for the three months ended March 31, 2012, compared
with a net loss of $544,423 on $39,510 of revenues for the same
period last year.

The Company's balance sheet at March 31, 2012, showed
$1.15 million in total assets, $1.44 million in total liabilities,
and a stockholders' deficit of $289,842.

As reported in the TCR on April 2, 2012, Weaver, Martin & Samyn,
LLC, in Kansas City, Missouri, expressed substantial doubt about
Integrated Environmental'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 significant recurring operating losses, negative cash
flows from operations and has a working capital deficiency.  "The
Company also has no lending relationships with commercial banks
and is dependent on the completion of financings in order to
continue operations."

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

                       http://is.gd/ZyZDLH

                   About Integrated Environmental

Little River, S.C.-based Integrated Environmental Technologies,
Ltd., operates through its wholly-owned subsidiary, I.E.T., Inc.,
a Nevada corporation incorporated on Jan. 11, 2002.

IET produces and sells hypochlorous acid ("Anolyte") as well as an
anti-oxidizing, mildly alkaline solution ("Catholyte" and,
together with Anolyte, the "Solutions"), that provide an
environmentally friendly alternative for cleaning, sanitizing and
disinfecting as compared to the hazardous chemicals traditionally
prevalent in commercial use.  The Company manufactures proprietary
EcaFlo(R) equipment that is used to produce the Solutions for
distribution by the Company and, under certain circumstances, such
equipment is leased by the Company to customers for use at a
customer's facility.


INTERNATIONAL COMMERCIAL: Had $21,608 Net Loss in First Quarter
---------------------------------------------------------------
International Commercial Television Inc. filed its quarterly
report on Form 10-Q, reporting a net loss of $21,608 on
$2.66 million of sales for the three months ended March 31, 2012,
compared with a net loss of $233,529 on $532,238 of sales for the
same period of 2011.

The Company's balance sheet at March 31, 2012, showed
$1.52 million in total assets, $2.22 million in total liabilities,
and a stockholders' deficit of $703,710

EisnerAmper, LLP, in Edison, New Jersey, expressed substantial
douobt about International Commercial Television's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31, 2011.  The independent auditors
noted that of the Company's recurring losses from operations and
negative cash flows from operations.

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

                       http://is.gd/8Qp0oa

Wayne, Pa.-based International Commercial Television Inc. sells
various consumer products.  The products are primarily marketed
and sold throughout the United States and internationally via
infomercials.


INTERNATIONAL HOME: Wants First Bank to Turnover Property
---------------------------------------------------------
International Home Products, Inc., et al., filed with the U.S.
Bankruptcy Court for the District of Puerto Rico an adversary
proceeding against First Bank of Puerto Rico, and Rene Lopez, Jane
Do, and the conjugal partnership constituted between them, asking
that, among other things:

   -- First Bank turnover to the Debtor all property that First
      Bank has transferred to its possession; and

   -- the Court find that First Bank's effort to file finance
      statements in July 2011 without the Debtors' knowledge
      violates First Bank's duty of good faith.

The loan relationship between the Debtor and First Bank began in
January 2001.  In 2009, the parties concluded an amended and
restated credit agreement which did not have any supporting
security agreements assigning the Debtor's income in rents.

The Debtors relate that with respect to First Bank's January 2001
security interest, it expired after 10 years because First Bank
never filed a continuation statement.

The parties agreed to leave the status quo intact pending a new
agreement and new security agreement.  During several months of
negotiations, the Debtor and First Bank exchanged many drafts of
potential agreements.  However, the Debtor contends that First
Bank filed a financing statement in July 2001 with the Puerto Rico
Department of State without the consent of the Debtor and contrary
to First Bank's representations of good faith.  The Debtors note
that First Bank's action cause substantial harm to the Debtor --
loss of property (e.g. accounts receivable valued over $38
million), and harm to relationship with their customers and
vendors.

A copy of the adversary proceeding is available for free at
http://bankrupt.com/misc/INTERNATIONALHOME_adversarycase.pdf

                About International Home Products

International Home Products, Inc., is engaged in the sale,
financing of "Lifetime" cookware and other kitchenware as well as
sale of account receivables in the secondary market.  It is the
exclusive distributor of "Lifetime" products in Puerto Rico for
over 40 years.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 12-02997) on April 19,
2012.  Carmen D. Conde Torres, Esq., in San Juan, P.R.,
serves as the Debtor's counsel.  Wigberto Lugo Mendel, CPA,
serves as its accountants.  The Debtor disclosed $66,155,798 and
$43,350,031 in liabilities as of the Chapter 11 filing.

Secured lender First-Bank Puerto Rico is represented by Manuel
Fernandez-Bared, Esq., and Jane Patricia Van Kirk, Esq., at Toro,
Colon, Mullet, Rivera & Sifre, P.S.C.


IZEA INC: Had $917,200 Net Loss in First Quarter
------------------------------------------------
IZEA, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $917,190 on $1.65 million of revenue for the three
months ended March 31, 2012, compared with a net loss of $656,329
on $922,778 of revenue for the same period last year.

The Company's balance sheet at March 31, 2012, showed
$1.02 million in total assets, $3.75 million in total liabilities,
and a stockholders' deficit of $2.73 million.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, expressed
substantial doubt about IZEA's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has incurred recurring operating losses and had an accumulated
deficit at Dec. 31, 2011, of $18,130,784.

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

                       http://is.gd/pSMjmp

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


JEFFERSON COUNTY: Asks Judge to Clarify His Sewer Ruling
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, is asking the bankruptcy
judge in Birmingham to reconsider or modify aspects of his opinion
on June 29 limiting expenses the county can deduct before turning
sewer revenue over to holders of sewer bonds.  The county's motion
for reconsideration has the effect of putting off the time for
filing an appeal.  In a court filing last week, the county said it
is "still evaluating its options" regarding the June 29 decision
and "may ultimately determine to appeal."

Mr. Rochelle recounts that U.S. Bankruptcy Judge Thomas B. Bennett
ruled late last month that the bond indenture limits what the
county may deduct from sewer revenue before paying the remainder
to bondholders.  He refused to allow the county to make deductions
for depreciation, amortization and reserves for future expenses.
Judge Bennett said that the U.S. Bankruptcy Code doesn't permit
deductions greater than those allowed by the indenture. He also
said that the county may not pay Chapter 9 professional costs from
sewer revenue.

According to the report, in last week's reconsideration motion,
the county asked Judge Bennett to clarify his opinion to state
that some legal expenses can be charged against bondholders once
they are actually incurred.  Alternatively, the county wants Judge
Bennett to modify his opinion by saying that the question of
attorneys' fees is "fully reserved" and will be decided in later
rulings.

The county's reconsideration motion is on the bankruptcy court's
calendar for July 25.

The lawsuit over control of the sewers and revenue is Bank
of New York Mellon v. Jefferson County, Alabama (In re Jefferson
County, Alabama), 12-00016, U.S. Bankruptcy Court, Northern
District of Alabama (Birmingham).

                       About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


KANE & KANE: Former Partners Can't Intervene in Avoidance Suit
--------------------------------------------------------------
Bankruptcy Judge Erik P. Kimball dismissed Charles J. Kane and
Harley N. Kane as intervenors in the adversary proceeding, MICHAEL
R. BAKST as Trustee in Bankruptcy for KANE & KANE, A PARTNERSHIP,
Plaintiff, v. UNITED STATES OF AMERICA, Defendant, Adv. Proc. No.
10-01022 (Bankr. S.D. Fla.).

The Court previously allowed the Kanes, former general partners of
the Debtor, to intervene in the adversary proceeding on the ground
that the Kanes argued the funds transferred to the Defendant were
their property rather than property of the Debtor.  The Court now
ruled that the Kanes are collaterally estopped from claiming the
money transferred from the Debtor to the Defendant was property of
the Kanes individually and not property of the Debtor law firm.
In addition, the Kanes do not have a direct, substantial and
legally protectable interest in the funds that were the subject of
the Transfers or in the transactions giving rise to the Transfers
for purposes of intervention in the action.

The Chapter 7 Trustee on Jan. 7, 2010, initiated the adversary
proceeding to recover fraudulent transfers and for other relief,
alleging that the Debtor made various transfers to the Defendant:

   $310,000 on April 14, 2008 in payment for Charles Kane's
            personal federal income tax liability;
   $290,000 on April 14, 2008 in payment for Harley Kane's
            personal federal income tax liability;
     $7,706 on Aug. 28, 2009 in payment for Charles Kane's
            personal federal income tax liability;
    $60,000 on Sept. 15, 2008 in payment for Charles Kane's
            personal federal income tax liability;
    $60,000 on Sept. 15, 2008 in payment for Harley Kane's
            personal federal income tax liability; and
       $165 on Oct. 7, 2008 in payment for Charles Kane's personal
            federal income tax liability.

A copy of the Court's July 3, 2012 Order is available at
http://is.gd/ffXuXAfrom Leagle.com.

                         About Kane & Kane

Kane & Kane, A Partnership, was a law firm formed as a Florida
general partnership.  Charles J. Kane and Harley N. Kane, both
members of the Florida Bar, were the only partners in the firm.

In 2004, Stewart Tilghman Fox & Bianchi, P.A., William C. Hearon,
P.A., and Todd S. Stewart, P.A., filed suit against the Debtor and
the Kanes in the Circuit Court of the Fifteenth Judicial Circuit
in and for Palm Beach County, Florida.  On April 24, 2008, the
State Court entered its Final Judgment in favor of Stewart et al.
and against the Debtor, Charles Kane and Harley Kane, jointly and
severally, in the amount of $2,000,000 plus pre and post-judgment
interest.

The firm, Charles Kane and Harley Kane each filed voluntary
Chapter 11 petitions on Nov. 17, 2008.  The Court dismissed the
three Chapter 11 cases effective March 30, 2009, after the Court
found that they had been filed in bad faith.

The firm filed a voluntary Chapter 7 petition (Bankr. S.D. Fla.
Case No. 09-15556) on March 30, 2009.  Michael R. Bakst was
appointed as Chapter 7 Trustee.

Charles Kane and Harley Kane also filed voluntary chapter 7
petitions on the same day.


LEHMAN BROTHERS: Has Stipulation Resolving 3 BNP Paribas Claims
---------------------------------------------------------------
In a bankruptcy court-approved stipulation, Lehman Brothers
Holdings Inc., as Chapter 11 plan administrator, and BNP Paribas
agreed that:

   1. BNP Paribas' Claim No. 67346 is:

      (a) allowed as a general unsecured claim in LBHI Class 9A
          for $367,219,369, which reflects the Allowed LBSF
          Derivative Guarantee Claim,

      (b) allowed as a general unsecured claim in LBHI Class 9A
          for $2,253,419, which reflects the Allowed LBCS
          Derivative Guarantee Claim,

      (c) allowed as a general unsecured claim in LBHI Class 3
          for $250,650,677.16, which reflects the Allowed Note
          Claim, and

      (d) disallowed as to any additional claims or amounts
          asserted therein by BNPP, including any unliquidated
          and contingent claims or amounts.

   2. BNP Paribas' Claim No. 67938:

      (a) is disallowed as to the Allowed BNPP LBHI Claims, which
          are marked as allowed on proof of claim number 67346,
          and

      (b) shall remain open on the Claims Register with respect
          to all remaining claims asserted by BNPP therein in the
          aggregate (i) unsecured amount of $332,866,069.33 plus
          interest and additional unliquidated and contingent
          amounts, and (ii) administrative amount of
          $17,659,061.98 plus interest and additional
          unliquidated and contingent claims, pending further
          reconciliation by the Parties.

   3. BNP Paribas' Claim No. 67877 is disallowed and shall be
      expunged from the Claims Register.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Assigns Swap Agreement to 1271 Counterparty
------------------------------------------------------------
In a bankruptcy court-approved stipulation, the Minnesota Masonic
Home Care Center and Lehman Brothers Special Financing Inc. and
Lehman Brothers Holdings Inc. agree, among others, that pursuant
to Sections 363(b)(1) and 365(f) of the Bankruptcy Code, LBSF is
authorized to complete and deliver all instruments and documents
and take all other actions as may be necessary or appropriate to
execute, implement, consummate and effectuate an Assignment
Transaction related to a certain 1992 ISDA Master Agreement.

Under the Swap Agreement, LBSF has an obligation to pay 67% of the
floating one-month USD-LIBOR-BBA interest rate on a notional
amount that declines over time from $20,331,667, and Minnesota
Masonic has the obligation to pay a fixed rate of interest of
3.346% on the same declining notional amount.  These obligations
expire on July 1, 2022, and until such time, payments are required
to be made in arrears on a net basis by the party owing the larger
amount semiannually, on each January 1 and July 1 (subject to a
business day convention).

LBSF and Minnesota Masonic have negotiated a transaction pursuant
to which LBSF will assign all of its rights and obligations under
the Swap Agreement to 1271 Counterparty Company LLC, a wholly-
owned, non-debtor subsidiary of LBSF, as evidenced by and in
accordance with a novation agreement among LBSF, the Assignee,
Minnesota Masonic, and Deutsche Bank AG, London Branch, as credit
support provider for the Assignee.  LBSF will pay certain de
minimis expenses incurred by Minnesota Masonic in connection with
the Novation Agreement.

Pursuant to the Novation Agreement, the obligations of the
Assignee will be guaranteed by DB, and LBHI will be relieved of
its obligations as credit support provider and guarantor under
the Swap Agreement. LBSF will pay DB a fee for entering into the
guaranty agreement and enabling the Assignee and, ultimately,
LBSF to obtain the benefits of the Swap Agreement. The Guaranty
Fee is a market rate that has been approved by the statutory
committee of unsecured creditors.

To capture the value of the Swap Agreement, contemporaneously with
the execution of the Novation Agreement LBSF will enter into a new
interest rate swap agreement with the Assignee and interest rate
cap agreements with DB which, taken together, replicate for LBSF
the economic benefits and risks that exist under the Swap
Agreement.  LBSF expects to enter into agreements to hedge its
exposure under the New Swap Agreements.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Resolves Centerbridge Entities' Claims
-------------------------------------------------------
Lehman Commercial Paper, Inc., acting through Lehman Brothers
Holdings Inc., in its capacity as Plan Administrator, and CCP
Acquisition Holdings, LLC, and CCP Credit Acquisition Holdings,
LLC -- Centerbridge Entities -- and HLI Credit Investor Irishco
Limited stipulate and agree, among others, that:

   (i) The Centerbridge Entities' Make-Whole Claims shall be
       disallowed and expunged, and

  (ii) The Centerbridge Entities' Univision Trade Claim shall be
       allowed as a general unsecured claim against LCPI in Class
       4A under the Plan in the amount of $362,800.

The Centerbridge Entities are authorized to retain the Post-
Petition Make-Whole Payments -- $8,882,987.08 -- in full
settlement, satisfaction, release and discharge of the Make-Whole
Claims.  The effect of the Stipulation is that the Centerbridge
Entities shall receive a distribution equal to 57.52% in respect
of the Make-Whole Claims.

The Court approved the Stipulation.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Removal of Pate Lawsuit to District Court Sought
-----------------------------------------------------------------
Jenea Williams Pate commenced an adversary proceeding on April 2,
2012, against Lehman Brothers Holding Inc., Aurora Bank FSB,
McCurdy & Candler, LLC, et al., asking the court to determine the
value, extent and validity of the Defendants' interest in the
real property she owns located at 1020 Longpointe Pass
Alpharetta, GA 30005.

Ms. Pate is seeking removal of her action in its entirety now
pending in the Magistrate Court Forsyth County Case No. 12MG0901
to the U.S. District Court for the District of New York and by
reference and local rules from the District Court to the U.S.
Bankruptcy Court for the District of New York.

Ms. Pate obtained a loan -- the Mortgage Note -- securitized
under Mortgage Pass-Through Certificate Series 2007-1, of which
U.S. Bank National Association is the trustee of the trust under
the PSA.  The Note is said to be an asset within Lehman's
bankruptcy estate.

Aurora Bank allegedly represented to Ms. Pate that it is the
originator the subject mortgage and has transferred its interest
in the mortgage to Lehman.

Ms. Pate asserts that Aurora Bank and Lehman committed fraud in
filing its proof of claim as servicing agent to U.S. Bank without
any shred of proof that Aurora Bank is authorized to do so.

Ms. Pate admits that she signed a document styled as a "First
Note" on the subject property.  She argues that Aurora Bank
falsely represented that they were funding the "Note." She
further says that she has not seen the original styled "Note"
since signing and its whereabouts is undisclosed.

Aurora Bank and McCurdy subsequently initiated a foreclosure
action on the property.  Ms. Pate argues that Aurora Bank and
Lehman lack standing to foreclose because they have no first hand
knowledge of the loan, no authority to testify as to the validity
of the loan documents or existence of the loan, and no legal
authority to draft mortgage assignments relating to the loan.

By her complaint, Ms. Pate asks the Court to rule that:

   (a) the claim allegedly owed to Lehman by Plaintiffs is wholly
       unsecured; and

   (b) Lehman is not the owner of the Plaintiff's property.

Ms. Pate is also seeking an award of punitive damages, saying
that the conduct of the Defendants constitutes libel that tends
to injure her in her business and reputation.

              Plan Administrator Seeks Consolidation

LBHI, as Plan Administrator, asks the Court to consolidate the
Removal Action and the Initial Adversary Proceeding because
consolidation will serve the interests of judicial economy, will
reduce unnecessary expense and delay for all of the parties, and
will relieve the burden on the Court.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LGC 231: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------
Debtor: LGC 231, LLC
        fdba Lapour Grand Central, LLC
        5525 South Decatur Boulevard, Suite 101
        Las Vegas, NV 89118-6247

Bankruptcy Case No.: 12-17932

Chapter 11 Petition Date: July 5, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce T. Beesley

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM, INC.
                  6623 Las Vegas Blvd. So., Suite 300
                  Las Vegas, NV 89119
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.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 14 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nvb12-17932.pdf

The petition was signed by Jeffrey S. LaPour, president of
managing member.


LIBERTY HARBOR: Hearing on Relief of Stay Adjourned to Aug. 7
-------------------------------------------------------------
The Hon. Novalyn L. Winfield of the U.S. Bankruptcy Court for the
District of New Jersey denied The Jersey City Redevelopment
Agency's motion to dismiss the Chapter 11 case of Liberty Harbor
Holding, LLC, et al.

The Court also ordered that the motion of JCRA for relief from the
automatic stay is adjourned to Aug. 7, 2012, at 2 p.m.

As reported in the Troubled Company Reporter on May 25, 2012, JCRA
requested for an order (a) dismissing the Chapter 11 bankruptcy
cases of or, alternatively, (b) granting relief from the automatic
stay.

                       About Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Banrk. D. N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Liberty, as
of April 16, 2012, had total assets of $350.08 million, comprising
of $350 million of land, $75,000 in accounts receivable and $458
cash.  The Debtor says that it has $3.62 million of debt,
consisting of accounts payable of $73,500 and unsecured non-
priority claims of $3,540,000.  The Debtor's real property
consists of Block 60, Jersey City, NJ 100% ownership Lots 60, 70,
69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.

Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).

Judge Novalyn L. Winfield presides over the case.  The petition
was signed by Peter Mocco, managing member.


LIBERTY HARBOR: Unsecured Creditors Committee Down to 3 Members
---------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, amended the
appointment of the Official Committee of Unsecured Creditors
in the Chapter 11 cases of Liberty Harbor Holding, LLC, et al., to
reflect that Jennifer Palermo and Greg Mischke are no longer in
the Committee.

The Committee now comprises of:

      1. Laura A. Brinkerhoff
         Brinkerhoff Environmental Services, Inc.
         1805 Atlantic Avenue
         Manasquan, NJ 08736
         Tel: (732) 223-2225
         Fax: (732) 233-3666

      2. Jorge Medetti
         Jomitti Iron Works
         3444 Kennedy Blvd.
         Jersey City, NJ 07302
         Tel: (201) 284-2442
         Fax: (201) 763-5514

      3. Edward J. Scannavino, chairperson
         Scannavino & Sons Plumbing
         115 N. 50th Street
         North Bergen, NJ 07047
         Tel: (201) 239-8582
         Fax: (201) 653-2256

                       About Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Banrk. D. N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Liberty, as
of April 16, 2012, had total assets of $350.08 million, comprising
of $350 million of land, $75,000 in accounts receivable and $458
cash.  The Debtor says that it has $3.62 million of debt,
consisting of accounts payable of $73,500 and unsecured non-
priority claims of $3,540,000.  The Debtor's real property
consists of Block 60, Jersey City, NJ 100% ownership Lots 60, 70,
69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.

Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).

Judge Novalyn L. Winfield presides over the case.  The petition
was signed by Peter Mocco, managing member.


LIGHTSQUARED INC: Falcone Prepares Defense in SEC Suit
------------------------------------------------------
The Wall Street Journal's Juliet Chung reports that Philip
Falcone, manager of hedge fund Harbinger Capital Partners LLC, has
vowed to fight allegations by the Securities and Exchange
Commission, including misappropriating client assets, favoring
certain customers over others and manipulating bond prices.
According to WSJ, people familiar with Mr. Falcone's defense said
he plans to try deflecting blame to a former Harbinger operating
chief and two lawyers who advised him to borrow $113.2 million in
2009 from a Harbinger fund to pay his personal taxes even though
other investors were blocked from withdrawing money.

The report recounts the SEC alleges that Mr. Falcone, 49, and the
operating chief, Peter Jenson, misled investors and an outside law
firm when Mr. Falcone borrowed the money.  Bruce Karpati, chief of
the asset-management unit of the SEC's enforcement division,
declined to comment further.

According to the WSJ report, Mr. Falcone is expected to contend
that borrowing the money was the best option for his investors,
since most of his assets were illiquid and because of what he
believed to be a lack of financing alternatives.  The loan also
prevented a possible tax lien on his Harbinger assets, which could
have hurt the fund, according to the people familiar with his
defense.

Matthew Dontzin, Esq., represents Mr. Falcone.

WSJ relates the people familiar with Mr. Falcone's defense, some
of which was spelled out to SEC officials before the suit was
filed, said he got the loan on the advice of in-house lawyer Robin
Roger, Esq., an outside lawyer from Sidley Austin LLP with whom he
never communicated directly, and Mr. Jenson.

WSJ reports Mr. Jenson's lawyer, Charles Clark, disputed Mr.
Falcone's recollection of events, saying that Mr. Falcone actually
ignored the advice of Mr. Jenson, who left the firm in June 2011.

A spokesman for Mr. Falcone and Harbinger declined to respond to
Mr. Clark's statement.

The report also relates people familiar with Mr. Falcone's defense
strategy said his lawyers will argue that advice from the other
law firm, Schulte Roth & Zabel LLP, related to a different
situation. They said Sidley had accurate information and suggested
the loan.

Representatives of the two law firms declined to comment, WSJ
says.

                        About LightSquared

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.


LIGHTSQUARED INC: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
LightSquared LP filed with the U.S. Bankruptcy Court for the
Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property        $3,776,168,248*
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $1,700,571,106*
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,881,493*
                                 -----------      -----------
        TOTAL                  $3,776,168,248* $1,702,452,599*

Debtor-affiliates also filed their respective schedules,
disclosing:

   Company                            Assets        Liabilities
   -------                            ------        -----------
LigthSquared Corp.                  $93,078,391*  $1,700,728,828*
SkyTerra(Canada) Inc.                $1,006,777*  $1,729,977,618*
LigthSquared Bermuda Ltd.                    $0*              $0*
LightSquared Subsidiary LLC                  $0*  $1,700,571,106*
LigthSquared Inc. of Virginia                $0*  $1,700,571,106*
LightSquared Network LLC             $9,361,166*              $0*
TMI Communications Delaware,
   Limited Partnership              $11,436,241*  $1,700,571,106*
SkyTerra Rollup Sub LLC                      $0*              $0*
SkyTerra Investors LLC                       $0*              $0*
LigthSquared Investors Holdings Inc.         $0*  $1,700,571,106*
LigthSquared GP Inc.                         $0*  $1,700,571,106*
SkyTerra Rollup LLC                          $0*              $0*
One Dot Six Corp.                   $21,297,976*    $322,344,059*
SkyTerra Holdings(Canada) Inc.               $0*  $1,700,571,106*
One Dot Four Corp.                           $0*    $322,333,494*
ATC Technologies, LLC                   $80,221*  $1,700,571,106*
One Dot Six TVCC Corp.                       $0*    $322,333,494*
LigthSquared Finance Co.                     $0*              $0*

* plus undetermined amounts

Full-text copies of schedules are available for free at:

http://bankrupt.com/misc/LIGHTSQUARED_INC_atc_sal.pdf
http://bankrupt.com/misc/LIGHTSQUARED_INC_bermuda_sal.pdf
http://bankrupt.com/misc/LIGHTSQUARED_INC_corp_sal.pdf
http://bankrupt.com/misc/LIGHTSQUARED_INC_finance_sal.pdf
http://bankrupt.com/misc/LIGHTSQUARED_INC_gp_sal.pdf
http://bankrupt.com/misc/LIGHTSQUARED_INC_investors_sal.pdf
http://bankrupt.com/misc/LIGHTSQUARED_INC_lp_sal.pdf
http://bankrupt.com/misc/LIGHTSQUARED_INC_network_sal.pdf
http://bankrupt.com/misc/LIGHTSQUARED_INC_onedot_sal.pdf
http://bankrupt.com/misc/LIGHTSQUARED_INC_onedotsix_sal.pdf
http://bankrupt.com/misc/LIGHTSQUARED_INC_one_sal.pdf
http://bankrupt.com/misc/LIGHTSQUARED_INC_sal.pdf
http://bankrupt.com/misc/LIGHTSQUARED_INC_skyterracanada_sal.pdf
http://bankrupt.com/misc/LIGHTSQUARED_INC_skyterraholdings_sal.pdf
http://bankrupt.com/misc/LIGHTSQUARED_INC_skyterrainvestors_sal.pd
f
http://bankrupt.com/misc/LIGHTSQUARED_INC_skyterrarollup_sal.pdf
http://bankrupt.com/misc/LIGHTSQUARED_INC_skyterra_sal.pdf
http://bankrupt.com/misc/LIGHTSQUARED_INC_subsidiary_sal.pdf
http://bankrupt.com/misc/LIGHTSQUARED_INC_tmi_sal.pdf

                        About LightSquared

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.


LIGHTSQUARED INC: Hearing on DIP Loan Adjourned to July 17
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
adjourned from June 28, 2012 to July 17, at 10 a.m. (prevailing
Eastern time), the hearing to consider LightSquared Inc., et al.'s
motion to (i) obtain postpetition financing; (b) grant liens and
provide superpriority administrative expense status; and (c) grant
adequate protection.

A full-text copy of the blacklined proposed order is available for
free at http://bankrupt.com/misc/LIGHTSQUARED_BlacklinedDIP.pdf

As reported in the Troubled Company Reporter on June 26, 2012,
is seeking approval of a $30 million credit to help finance the
Chapter 11 effort.  The new facility is being provided by the
so-called Inc. lenders owed $322.3 million.  Interest on the new
loan at 11% will be paid with more debt.  Similarly, the 3% fee on
initial funding for the loan is payable with more debt.  The bulk
of the loan, about $28 million, may be used only to continue work
on subsidiary One Dot Six.  Along with interim approval,
LightSquared can borrow $10 million.

According to the report, LightSquared eventually won an agreement
to use incoming cash representing collateral for the Inc. lenders
and for the so-called LP lenders, who are owed $1.7 billion from a
secured borrowing in October 2010 by LightSquared LP.  The cash
agreement allows the lenders to return to court to ask for more
protection from diminution of their collateral.

                        About LightSquared

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.


MAMMOTH LAKES, CA: Chapter 9 Case Summary
-----------------------------------------
Debtor: Town of Mammoth Lakes, California
        P.O. Box 1609
        Mammoth Lakes, CA 93456

Bankruptcy Case No.: 12-32463

Chapter 9 Petition Date: July 3, 2012

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

About the Debtor: Mammoth Lakes, Calif., is a small California
                  resort community near Yosemite National Park. It
                  is located 9 miles northwest of Mount Morrison,
                  at an elevation of 7,880 feet.  The population
                  was 7,093 at the 2000 census.  Mammoth Lakes has
                  a reputation as a skiing destination.

                  The town council authorized the bankruptcy
                  filing after its largest creditor declined
                  mediation on a $43 million judgment against the
                  town.

Debtor's Counsel: Michael L. Tuchin, Esq.
                  KLEE, TUCHIN, BOGDANOFF & STERN, LLP
                  1999 Avenue of the Stars, 39th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 407-4000

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

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

The petition was signed by Dave Wilbrecht, town manager.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Mammoth Lakes Land Acquisition     Legal Claims/       $42,746,755
865 South Figueroa Street, 10th    Judgments
Street
Los Angeles, CA 90017-2543

CalPERS                            Pension/Retirement   $4,154,446
Lincoln laza North
400 Q. Street, Room N3340
Sacramento, CA 95814

California JPIA                    Insurance            $3,406,106
8081 Moody Street                  Cooperative
La Palma, CA 90623

Union Bank of California NA        Bond/COP/ Long       $1,720,000
Trustee for Holders of Series      Term Debt
2000 COPS
445 S. Figueroa Street
Los Angeles, CA 90071-1402

PARS Post-Retirement Health Care   Pension/Retirement     $581,235
Plan
4350 Von Karman Avenue, Suite 100
Newport Beach, CA 92660

State Water Resources Control     Bond/COP/Long           $501,461
Board                             Term Debt
P.O. Box 100
Sacramento, CA 95812

Citizens Business Bank            Bond/COP/Long           $317,763
Holders of 2004 COPS PFLA Project Term Debt
701 North Haven Avenue, Suite 250
Ontario, CA 91764

PARS Safety                       Pension/Retirement      $213,979

Citizens Business Bank            Bond/COP/Long           $201,446
                                  Term Debt

California Dept. of               Bond/COP/Long           $145,882
Transportation                    Term Debt

Eastern Sierra Transportation     Contract                 $93,918

Peterbilt Truck Parts and         Trade Debt               $54,470
Equipment, LLC

Minaret Village Center            Leases                   $50,578

Mammoth Unified School District   Leases                   $42,000

Mark Wardlaw                      Employment Related       $35,108

Dennis Rottner                    Employment Related       $33,935

Patrick Vargas                    Employment Related       $25,622

Peter Bernasconi                  Employment Related       $24,911

Dan Watson                        Employment Related       $24,072

Marc Moscowitz                    Employment Related       $23,777


MAMMOTH LAKES: S&P Cuts Series 2000 COPs Rating to 'C' From 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Mammoth
Lakes, Calif.'s series 2000 certificates of participation (COPs)
to 'C' from 'BB'. The outlook is stable.

"The 'C' rating reflects our view of the town's decision to file
for bankruptcy protection under Chapter 9 of the U.S. Bankruptcy
Code," said Standard & Poor's credit analyst Sussan Corson.

Mammoth Lakes' next lease payment, which underlies the series 2000
COPs, is  due Nov. 15, 2012, for a Dec. 1, 2012, debt service
payment; the annual debt  service on the series 2000 certificates
is about $200,000, or 1.2% of the  town's general fund
expenditures, and is paid semi-annually on June 1 and Dec.  1.
Town officials report the series 2000 COPs' debt service reserve
is fully funded in cash; however, they do not expect to rely on
debt service reserves for certificate payment.

According to town officials, Mammoth Lakes has included the series
2000 certificates payment in the fiscal 2013 budget and intends to
continue to budget and appropriate for these obligations.

"Officials report that, after discussions with the trustee, they
do not intend to extend the term or restructure payments on the
certificates. Notwithstanding the above, however, we are unsure
how the bankruptcy filing may affect future debt service
payments," S&P said.

"Mammoth Lakes' town council decided to file for bankruptcy after
failed mediation with its largest creditor. Standard & Poor's
understands that the first hearing in front of the bankruptcy
judge will take place on July 12, 2012.   The stable outlook
reflects what we view as Mammoth Lakes' inclusion of the
certificates payment in its fiscal 2013 budget despite its filing
for bankruptcy protection under Chapter 9," S&P said.

"Due to the town's budgeting for lease payments and its stated
intention to continue to pay on the COPs, we don't expect to
change the rating in the next year; however, we could lower the
rating if the town fails to pay debt service on the COPs from its
available  resources or from the reserve fund," S&P said.


MARIANA RETIREMENT FUND: Retiree Asks Judge to Probe Legal Fees
---------------------------------------------------------------
Marianas Variety reports that Mary E. Flanagan, a Florida-based
retiree who previously served as attorney in the Office of the
Attorney General and Office of the Public Auditor, wants U.S.
Bankruptcy Judge Robert J. Faris to look into the $850,000 in
legal fees sought by professionals in the NMI Retirement Fund's
Chapter 11 petition.

According to the report, Ms. Flanagan, in her July 6 letter to
Judge Faris, Mr. Flanagan said, "Please require a thorough
accounting and closely examine the reasonableness of all Fund
monies proposed to be paid to the various professionals now
involved in this case.  Please exercise your authority to protect
the Fund's dwindling assets from further exorbitant unnecessary
and unjustified fees."

According to the report, Ms. Flanagan and other off-island
retirees have monitored the bankruptcy proceedings "helplessly"
and they do not agree that $1.2 million isn't just "pocket
change."  She said $1.2 million would be enough to pay 200
retirees their minimum annual pension of $6,000.

The report adds Ms. Flanagan told Judge Faris the selection
process for the law firm Brown Rudnick "is suspect and may well
have been manipulated."  She said that of all the fees requested
for payment, Brown Rudnick is charging "a large portion."

The report, citing court filings, notes Brown Rudnick LLP is
claiming $765,937 of the approximately $850,000 in total legal
fees and expenses or 90% of the total costs of the services
provided by the professionals in the course of the Fund's Chapter
11 proceedings.

The report notes Ms. Flanagan cited as examples the filing of
multiple actions against the CNMI government and autonomous
agencies for non-payment of employer contributions and
transferring the Superior Court's $231 million judgment to the
federal bankruptcy court for collection, even before the
bankruptcy court ruled on its jurisdiction.  She also questioned
the firm's court filing seeking the court's approval of the
transfer of the San Vicente property, the report notes.

According to the report, owing to the apparent secrecy over the
negotiation of the retainer agreement with Brown Rudnick, Ms.
Flanagan asked that the court demand and closely scrutinize an
itemized breakdown of the firm's claimed costs and expenses
relating to its representation of the Fund in the Chapter 11 case.

The report relates Ms. Flanagan said that agreement did not have
inputs from any governmental agency or even the Commonwealth
Retirement Association.  Although she questioned the fees asked by
Brown Rudnick, Ms. Flanagan recognized the necessary professional
services rendered by the Creditors Committee and the U.S. Trustee
who "must be fairly paid and no one would dispute that."

The report adds the creditors committee counsel, Gelber, Gelber &
Ingersoll is claiming $65,124.61 in legal fees and expenses.  Five
of the seven members of the creditors committee are asking $336.90
in expenses.  The Fund earlier explained that the $1.2 million in
fees and expenses was just an estimated amount of the total costs,
the report says.

The report relates, with the recent filing for payment of $850,000
in total fees aside, court records showed that the Fund paid Brown
Rudnick before April 17 an advance retainer of $250,000, $15,000
of which was paid to AlixPartners LLC for public relations work.
The firm, however, also revealed in its court filing providing pro
bono work for several months prior to petition date.

The report says it also discounted the final request for payment
by 204.60 hours or $95,418.

Judge Faris will hold an administrative cost hearing on July 27 at
9:30 a.m.

                     About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

An official committee of unsecured creditors, consisting of Fund
members, has been appointed in the case.

U.S. Bankruptcy Judge Robert J. Faris held a hearing on June 1,
2012, where he said from the bench that the fund isn't eligible
for Chapter 11 because it's an agent of the commonwealth
government.  The judge, however, said he won't formally dismiss
the case until July or August.


MARKETING WORLDWIDE: Levin Consulting Holds 9.3% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Levin Consulting Group, LLC, disclosed that, as of
July 5, 2012, it beneficially owns 45,000,000 shares of common
stock of Marketing Worldwide Corporation which represents 9.3% of
the shares outstanding.  A copy of the filing is available for
free at http://is.gd/yeO3v1

                    About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

The Company reported a net loss of $2.27 million for the year
ended Sept. 30, 2011, compared with a net loss of $2.34 million
during the prior year.

After auditing the financial statements for the year ended
Dec. 31, 2011, RBSM LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern
following the Company's 2011 financing results.  The independent
auditors noted that the Company has generated negative cash flows
from operating activities, experienced recurring net operating
losses, is in default of loan certain covenants, and is dependent
on securing additional equity and debt financing to support its
business efforts.

The Company's balance sheet at March 31, 2012, showed
$1.31 million in total assets, $5.86 million in total liabilities,
$1.69 million in series A convertible preferred stock, and a
$6.24 million total stockholders' deficiency.


MARTECH USA: Fee Guidelines Critical in Ch.11, Larger Ch.7 Cases
----------------------------------------------------------------
Bankruptcy Judge Donald MacDonald, IV, granted the final fee
application of William Artus, Esq., the general counsel to the
Chapter 7 trustee of MarTech USA, Inc. (Bankr. D. Alaska Case No.
93-00889), as follows:

  Fees requested:                               $33,960.00

    Services provided prior to court approval:     <504.00>
    Unreasonable amount of time:                   <480.00>
    Preliminary claim review:                    <2,256.00>
    Correction of docketing errors:                <960.00>
    Credit for "wrap-up" services:                  480.00
  Total Fees Allowed:                           $30,240.00

All of his requested costs, $973.18, will be allowed.

Mr. Artus's application covers the time period from Dec. 14, 2004,
through May 31, 2012.  He requests an allowance of fees in the
amount of $33,960 and costs in the sum of $973.18, for a total
award of $34,933.18.

Kay Hill, Assistant United States Trustee, objected to the final
fee application.  She asks the Court to disallow $7,344 of Mr.
Artus's requested fees, arguing, among others that, Mr. Artus's
fee itemization does not comply with AK LBR 2016-1(c) or United
States Trustee Guidelines; Mr. Artus billed an unreasonable amount
of time for the preparation of a motion; and the time billed by
Mr. Artus for his preliminary review of the 1,600+ claims filed in
the case should be disallowed because an attorney cannot be
compensated for performing duties allocated to the trustee under
11 U.S.C. Sec. 704(a).

The Court said the U.S. Trustee's project category guideline is
indispensable in chapter 11 cases and in larger chapter 7 cases,
and should be followed by professionals seeking fees in such
cases.

"Because Mr. Artus has persistently failed to comply with the UST
Guidelines, I feel that some form of penalty is appropriate," the
judge said.

A copy of the Court's July 3, 2012 Memorandum is available at
http://is.gd/YUmsjbfrom Leagle.com.


MATTHEW JENKINS: Court Denies Bid to Dismiss Chapter 7 Case
-----------------------------------------------------------
Bankruptcy Judge Laura T. Beyer denied the request of W. Andrew
Leliever to dismiss the Chapter 7 bankruptcy case of Matthew Alan
Jenkins, f/d/b/a Shephard Service Company.

"[T]he facts presented in this case call for the Court to exercise
its discretion to deny the Motion," Judge Beyer said.

She also held that "dismissing the Debtor's case would reflect the
absurd result of dismissal of the chapter 7 case of an apparently
insolvent, unemployed debtor."

The Debtor's petition reflected a bare-bones filing that listed
only Federated Financial Corporation of America as creditor.  The
Petition was filed one day after entry of an Order to Show Cause
Why Matt Jenkins Should Not be Held in Contempt of Court and Order
Forbidding Transfer of Defendant's Property by The Honorable
Donald W. Stephens in the case of Federated Financial Corporation
of America v. Matt Jenkins, individually and d/b/a Shephard
Service Company, Case No. 09-CVS-002084, pending in Wake County,
North Carolina Superior Court.  Six days after the Petition Date,
on April 17, 2012, the Debtor sent an e-mail to the Bankruptcy
Court stating that he had reconsidered his bankruptcy filing and
would be voluntarily dismissing his bankruptcy case the following
day.

The Debtor's bankruptcy papers indicate that he is not employed
and has no regular income.  Judge Beyer said the Debtor does not
qualify for chapter 13.  Further, there is no indication in the
Debtor's Bankruptcy Papers that a reorganization pursuant to
chapter 11 would be appropriate or even possible.  For these
reasons, as well as the fact that the Debtor has not consented,
conversion of the Debtor's case is not an option.

The Bankruptcy Papers appear to be incomplete, but the only
valuable assets that the Debtor disclosed are litigation claims
and judgments.  Pre-petition, the Debtor had a practice of suing
debt buyers, debt collectors, and in the instance of Federated, a
judgment creditor, pursuant to the Fair Debt Collection Practices
Act, the Telephone Consumer Protection Act, and other similar
statutes.  Proceeds from those lawsuits, listed in the Bankruptcy
Papers as totaling $235,278 in the two years before the Petition
Date, were the reason that the Debtor "failed" the so-called
"means test."

However, the Court noted, there is no indication in the Bankruptcy
Papers that the Debtor has any portion of the lawsuit proceeds
that he has collected or other sources of funds with which to
satisfy creditors were his case to be dismissed.

The Dismissal Motion by Mr. LeLiever, a creditor, was opposed by
another creditor, Federated.  The Bankruptcy Administrator
declined to ask the Court to dismiss or convert the Debtor's case
despite the fact that the presumption of abuse arose based on the
means test and, in fact, opposed the Motion.

Judge Beyer said she is persuaded that the arguments in the
Chapter 7 Trustee's Objection, the Federated Objection, and the
objection by the Bankruptcy Administrator state a case for the
Court's exercise of discretion in denying the Motion.  The Court
said the Chapter 7 Trustee has been active in seeking recoveries
for the bankruptcy estate, and it appears that the best interests
of the creditor body would be for the Debtor's case to proceed in
chapter 7.

A copy of the Court's July 2, 2012 Order is available at
http://is.gd/rmLXAHfrom Leagle.com.

Matthew Allen Jenkins filed a pro se, voluntary Chapter 7 petition
(Bankr. W.D.N.C. Case No. 12-50413) on April 11, 2012.  James T.
Ward, Sr., was appointed as Chapter 7 trustee.


MATTRESS FOR YOU: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mattress For You, LLC
        4305 Northeast Expressway
        Doraville, GA 30340

Bankruptcy Case No.: 12-67132

Chapter 11 Petition Date: July 6, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: James R. Sacca

Debtor's Counsel: Brian C. Near, Esq.
                  THE NEAR LAW FIRM
                  3690 Holcomb Bridge Rd., Suite B

                  Norcross, GA 30092
                  Tel: (770) 242-0850
                  Fax: (404) 521-4167
                  E-mail: nearlawfirm@hotmail.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 together with the petition is available for free at
http://bankrupt.com/misc/ganb12-67132.pdf

The petition was signed by Jack Korshak, managing member.


MERRIMACK PHARMACEUTICALS: Had $23.4 Million Q1 Net Loss
--------------------------------------------------------
Merrimack Pharmaceuticals, Inc., filed its quarterly report on
Form 10-Q, reporting reported a net loss of $23.40 million on
$11.34 million of collaboration revenues for the three months
ended March 31, 2012, compared with a net loss of $13.53 million
on $6.46 million of collaboration revenues for the same period of
2011.

The Company's balance sheet at March 31, 2012, showed
$64.45 million in total assets, $108.05 million in total
liabilities, $268.23 million in convertible preferred stock,
$456,000 in non-controlling interest, and a shareholders' deficit
of $312.29 million.

As reported in the TCR on April 9, 2012, PricewaterhouseCoopers
LLP, in Boston, Massachusetts, expressed substantial doubt about
Merrimack Pharmaceuticals' ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered recurring losses from operations and has insufficient
capital resources available as of Dec. 31, 2011, to fund planned
operations through 2012.

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

                       http://is.gd/xKD29T

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.


MF GLOBAL: CME Settlement Put Off Until Aug. 8
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that even though the Commodity Futures Trading Commission
and the Securities Investor Protection Corp. filed papers in
support, the trustee liquidating MF Global Inc. put off the
hearing that would have been held on July 11 for approval of a
settlement with CME Group Inc. The new hearing date is Aug. 8.

According to the report, the settlement would dispose of the
entire $175 million of MF Global funds held at CME, the owner of
the world's largest commodity and futures exchanges. Of the total,
$130 million would be divided evenly between MF Global's foreign
and domestic customers.  In addition, CME is subordinating $30
million of its claims.  The settlement provides for the sale of
the shares of CME that MF Global owns, with the proceeds going to
the MF Global trustee.

SIPC and the CFTC both say the settlement falls within the range
of reasonableness and should therefore be approved to avoid the
uncertainties of litigation over an interplay between federal law
and exchange rules.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MOLYCORP INC: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Colorado-based Molycorp Inc. The rating outlook
is stable.

"At the same time, we assigned a 'B' issue-level rating (the same
as the corporate credit rating) to the company's $650 million
senior secured notes  due 2020. The recovery rating on these notes
is '3', indicating our expectation that lenders can expect average
(50% to 70%) recovery in the event  of a payment default. The
notes have been sold pursuant to Rule 144A with registration
rights.  Molycorp will use proceeds from the notes to finance a
portion of the acquisition of Neo Materials Inc. (not rated), a
Toronto-based producer and processor of permanent magnet powders,
rare earths and other metals, and for general corporate purposes.
Pending the completion of the Neo Materials acquisition, the
proceeds will be deposited into an escrow account," S&P said.

Molycorp is a miner, processor, and producer of rare earth
elements, which are a group of 17 elements generally found
together in the earth's crust that are used in a variety of high
tech applications.

"The rating and outlook reflect what we consider to be the
combination if its "vulnerable" business risk profile and
"aggressive" financial risk profile," S&P said.

"In our view, the company's vulnerable business risk profile stems
from exposure to volatile pricing, the pricing and supply
uncertainties resulting from China's control of the supply of
global rare earth elements, the execution risks inherent in
starting up a  mining operation and integrating the Neo Materials
acquisition, and reliance on a single mine to drive future
performance," said Standard & Poor's credit analyst Marie Shmaruk.

"Our view of the business risk also takes into consideration the
company's relatively large reserve base and the growing demand for
certain of these elements, which the risk of new entrants and the
potential reengineering of products to lower dependence on rare
earth elements somewhat offset. In our view, the aggressive
financial risk profile reflects the company's lack of operating
history, high capital spending needs, what we  would consider
relatively high debt levels (considering the start up and
integration risks facing its business), and, in our assessment,
the company's  "less than adequate" liquidity, which could cause
the company to slow its mine  development plans, resulting in
lower-than-expected cash flow," S&P said.

Molycorp is aggressively pursuing a strategy to become one of the
world's most integrated producers of rare earth products,
including oxides, metals, alloys, and magnets used in high tech,
defense, clean energy, and water treatment  technology. It is
reopening the Mountain Pass mine, which had been inactive for a
decade, although the company continued to process ore from
existing stockpiles. This site has a significant reserve base
(more than 20 years at full production) and the potential to
expand reserves on the current site. The mine is slated to resume
production by the end of 2012 at an expected rate of 20,000 metric
tons per year of rare earth oxides (REO) and up to 40,000 metric
tons per year in 2013 when the company expect it to complete the
second phase of its expansion.

"We estimate that the combined company's capital expenditures will
total about $700 million in 2012, including spending to complete
both phases of this project. The company has the majority of its
2012 output contracted at market-based prices with average terms
of three to five years.  In addition to reopening the mine, the
company has made a number of acquisitions in the past year or so
to expand its processing capabilities, including operations in
Estonia and the U.S., and has recently announced it is acquiring
Toronto-based Neo Materials, producer and processor of permanent
magnet powders, rare earths, and other metals," S&P said.

The Neo Materials acquisition expands Molycorp's direct exposure
to China, the largest rare earth-consuming nation. The transaction
expands production capabilities to include Neo Materials' magnet
powder portfolio used to produce neodymium-iron-boron bonded rare
earth magnets, which are in high demand for use in a variety of
applications including hard disk drives, wind turbines, and drive
motors for electric vehicles. It also expands Molycorp's rare
metals portfolio to include gallium, rhenium, and indium, which
are used in advanced electronics, photovoltaic, aerospace,
catalytic converters, and lighting.

"In our view, integrating this acquisition -- a company that is
larger than Molycorp and whose major operations are in China --
could pose major challenges for management, particularly as it is
simultaneously ramping up the Mountain Pass operation," S&P said.

China controls the supply of rare earths. It produces about 95%
and consumes about 70% of rare earths used globally. Beginning in
2010, China began to severely limit exports, partially reflecting
depleting supply and environmental concerns as well as putting
further pressure on users of rare earths to site their operations
in China. These restrictions resulted in skyrocketing prices in
2011, creating a market characterized by speculation and users of
rare earths scrambling to ensure supply. Although prices have
since moderated, they seem to have stabilized at levels
significantly higher than historical levels.

"However, in our view, China's control of supply creates pricing
risk, since it could release supply under political duress (the
U.S. filed a recent World Trade Organization case), lowering
speculative demand and easing supply shortages. Moreover, over the
longer term, high prices could encourage new entrants or cause end
users to reengineer products, thus creating oversupply. However,
based on Molycorp's assessment, only one other new entrant has a
mine that is close to production. In our view, developing,
permitting, and financing a new mine could take several years, and
for some applications, there are no suitable substitutes. As a
result, we anticipate that pricing will be volatile, based on
perceptions of China's policies, but should on average be high
enough for the company to generate free cash flow once the mine is
complete," S&P said.

Both Molycorp and Neo Materials lack a history of strong operating
results.  The Mountain Pass mine has only recently resumed
production and has been processing ore from prior mining
activities. Given strong prices in 2011, Molycorp posted about
$182 million in EBITDA, which was in stark contrast with EBITDA
losses from 2008 through 2010.

Neo Materials' results also improved in 2011, with EBITDA
increasing to about $299 million compared with an average of about
$65 million per year during the prior five years.

"In light of this lack of operating history, we feel that the
total debt level contemplated, totaling about $865 million, is
somewhat aggressive. In addition, the proposed financing increases
fixed cash outflows in a period of heavy capital spending and
operating challenges.  We expect the combined company to generate
between $350 million and $400 million of EBITDA in 2012, which
would result in debt to EBITDA between 2x and 3x, and funds from
operations (FFO) to total debt between 25% and 30%, which we would
consider strong for the rating," S&P said.

"However, in our view, delays and cost overruns related to the
completion of the Mountain Pass mine or higher-than-expected
costs, lower prices, or difficulties in integrating Neo Materials
could dramatically weaken these ratios.  The outlook is stable.
Although market conditions for the company's products remain
relatively strong, which should allow the company to complete the
reopening of its mine and begin to generate cash flow in 2013, the
company is subject to commodity price fluctuations, execution
risks and operating risks  inherent in reopening the mine, and
integration risks associated with the Neo  Materials acquisition,"
S&P said.

"We could raise the ratings if the company completed its growth
platform and gained sufficient operating traction to improve
liquidity and demonstrate the sustainability of its business,
without operating significant leverage to do so.  We could lower
the ratings if the company ran into delays, cost overruns, or
operating difficulties in opening and operating the Mountain Pass
operation, leading to weak liquidity and deterioration in credit
metrics," S&P said.


MUSCLEPHARM CORP: Gary Davis Joins as Chief Financial Officer
-------------------------------------------------------------
Gary L. Davis has been appointed as chief financial officer of
MusclePharm Corporation, succeeding Larry Meer, who will continue
with the Company as treasurer.

Mr. Davis most recently served as executive vice president and
chief financial officer of Bodybuilding.com, a Sports, Fitness and
Nutritional Supplement on-line retail store and a large retailer
of MusclePharm products.  He previously was vice president and
chief financial officer of US Ecology Corporation.  Mr. Davis
earned a bachelor's degree in accounting from Boise State
University and master's degree in finance from Rochester Institute
of Technology.  He is a licensed Certified Public Accountant and
serves on the boards of Jayden DeLuca Foundation and HP Holdings,
Inc.

"Gary brings extensive financial and operations experience to
MusclePharm at a time when the company is experiencing rapid
growth, introducing new products and entering new distribution
channels," said Brad Pyatt, chief executive officer of
MusclePharm.  "His deep knowledge of the dietary supplement
industry and long association with MusclePharm products will allow
him to step in seamlessly and do well with the demands and fast
pace of our company.  We are deeply appreciative to Larry Meer,
for guiding us through our recent, formative years and happy he
will continue to be part of our financial team, working closely
with Gary."

"As MusclePharm matures as a company and enters a new stage of
growth and development, the diverse skill set Gary brings to us
will be invaluable," added John Bluher, chief operating officer of
MusclePharm.  "Gary's broad, cross-disciplined experience, from
working with nutritional supplement distribution giant
Bobybuilding.com to SEC reporting and working with publicly traded
and privately owned Fortune 500 and Inc. 500 companies, make him
an ideal fit."

Mr. Davis will be paid an annual gross salary starting at
$130,000, receive a cash bonus of $30,000 for the remainder of
2012 in the event of satisfactory performance, and he will
participate in the Company's standard employee benefit plans.

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

For the year ended Dec. 31, 2011, Berman & Company, P.A., in Boca
Raton, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has a net loss of $23,280,950 and net cash
used in operations of $5,801,761 for the year ended Dec. 31, 2011;
and has a working capital deficit of $13,693,267, and a
stockholders' deficit of $12,971,212 at Dec. 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$7.55 million in total assets, $24.76 million in total
liabilities, and a $17.21 million total stockholders' deficit.

The Company's restated statement of operations reflects a net loss
of $23.28 million in 2011, compared with a net loss of $19.56
million in 2010.


NEPHROS INC: Incurred $557,000 Net Loss in First Quarter
--------------------------------------------------------
Nephros, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $557,000 on $533,000 of revenues for the three
months ended March 31, 2012, compared with a net loss of $707,000
on $681,000 of revenues for the corresponding period of 2011.

The Company's balance sheet at March 31, 2012, showed
$3.60 million in total assets, $2.57 million in total liabilities,
and stockholders' equity of $1.03 million.

As reported in the TCR on March 29, 2012, Rothstein Kass, in
Roseland, N.J., expressed substantial doubt about Nephros, Inc.'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 negative
cash flow from operations and net losses since inception.

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

                       http://is.gd/tFV8N3

Headquartered in River Edge, N.J., Nephros, Inc. (OTC bb: NEPH)
-- http://www.nephros.com/-- is a medical device company
developing and marketing filtration products for therapeutic
applications, infection control, and water purification.


NEW VENTURES: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: New Ventures Associates, LLC
        dba Crow Lane Landfill
        20 Crow Lane
        Newburyport, MA 01950

Bankruptcy Case No.: 12-15761

Chapter 11 Petition Date: July 5, 2012

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Alan L. Braunstein, Esq.
                  Guy B. Moss, Esq.
                  Macken Toussaint, Esq.
                  RIEMER & BRAUNSTEIN, LLP
                  Three Center Plaza
                  Boston, MA 02108
                  Tel: (617) 880-3516
                  Fax: (617) 880-3456
                  E-mail: abraunstein@riemerlaw.com
                          gmoss@riemerlaw.com
                          mtoussaint@riemerlaw.com

Estimated Assets: $500,001 to $1,000,000

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

A copy of the Company's list of its 18 largest unsecured creditors
is available for free at http://bankrupt.com/misc/mab12-15761.pdf

The petition was signed by William A. Thibeault, sole member.


NORTHAMPTON GENERATING: Has Until Aug. 17 to Propose Ch. 11 Plan
----------------------------------------------------------------
The Hon. J. Craig Whitley of the U.S. Bankruptcy Court for the
Western District of North Carolina extended Northampton Generating
Co. LP's exclusive periods to file and solicit acceptances for the
proposed plan of reorganization until Aug. 17, 2012, and Oct. 16,
respectively.

As reported in the Troubled Company Reporter on June 29, 2012, the
Debtor sought an enlargement of exclusivity by three months to
Sept. 30.

                   About Northampton Generating

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Hillary B. Crabtree,
Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC,
in Charlotte, N.C., serve as counsel to the Debtors.  Houlihan
Lokey Capital, Inc., is the financial advisor.

The Debtor estimated assets and debts of up to $500 million.  Debt
includes $73.4 million owing on senior bonds issued through the
Pennsylvania Economic Development Financing Authority.

No request for the appointment of a trustee or examiner has been
made, and no statutory committee or trustee has been appointed in
this case.


NORTHSTAR AEROSPACE: Has Final Approval on $29 Million in Loans
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the reorganization of Northstar Aerospace (USA) Inc.
is proceeding without a hitch in advance of an auction on July 17
and a hearing on July 24 for approval of sale.  The bankruptcy
court in Delaware gave final approval for $29 million in financing
on July 3.   Fifth Third Bank, received final approval to lend a
maximum of $22 million.  The bank is already owed $39.5 million on
a revolving credit and $18.9 million on a term loan.  The
bankruptcy court also gave final approval for a $7 million junior
loan from Boeing Co.

The court, according to the report, also authorized a management
incentive plan.  The bankruptcy judge approved a $420,000 bonus
program for 10 executives and managers. Payments are contingent on
completion of a sale to private-equity investor Wynnchurch Capital
Ltd.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel
to the Debtors.  The Debtors have obtained approval to hire Logan
& Co. Inc. as the claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.
Approximately 60% of the assets and business are with the U.S.
debtors.


NUSTAR ENERGY: S&P Lowers CCR to 'BB+' on Weak Performance
----------------------------------------------------------
Standard & Poor's Ratings Services it lowered its ratings on San
Antonio-based midstream energy company NuStar Energy Partners
L.P., including the corporate credit rating, to 'BB+' from 'BBB-'
and revised the outlook to stable.

"Our issue-level rating on NuStar's senior unsecured notes is
'BB+' (the same as the corporate credit rating). We are assigning
a recovery rating of '3', which indicates our expectation for
average (50% to 70%) recovery if a payment  default occurs," S&P
said.

"The downgrade reflects that NuStar's financial risk profile will
be considerably weaker than we previously expected due to losses
in its asphalt-refining and fuels-marketing segments, which
requires covenant relief in the second and third quarters of
2012," said Standard & Poor's credit analyst Michael Grande.

NuStar's financial performance for the quarter ended June 30, 2012
will be very weak, hurt by poor results in the asphalt refining
business and a trading loss.

The partnership's asphalt operations will generate negative EBITDA
and the fuels-marketing segment will generate a loss because the
partnership did not hedge its heavy fuel oil and bunker fuel
inventories for about two months even as commodity prices sharply
declined.

Consequently, NuStar was going to breach its debt to EBITDA
covenant of 5.5x as of June 30, 2012 and 5x as of Sept. 30, 2012
were it not for an amendment to its credit facility by its
lenders.

"NuStar's decision not to hedge its inventory when it historically
used hedges in the past raises concerns about NuStar's financial
policies, and, together with the potential breach of financial
covenants, is inconsistent with an investment-grade credit
profile, in our opinion. NuStar indicates that its entire fuel oil
inventory is fully hedged as of May 25, 2012 and the partnership
intends to remain fully hedged in the future," S&P said.

"The outlook on NuStar is stable, and reflects our view that the
partnership will reduce debt to EBITDA to about 4.75x by 2013 from
more than 5x in 2012 and have sufficient liquidity to fund its
growth initiatives during the next 12 to 18 months.  We could
lower the rating if NuStar exhibits a more aggressive financial
strategy in managing its businesses, such that there is a renewed
focus on segments with a higher degree of business risk and more
volatile cash flows, or if NuStar cannot reduce leverage below
5x," S&P said.

A higher rating, currently not under consideration, is possible
over time if we see  management embrace more conservative
financial policies and demonstrate that it can consistently
maintain leverage in the low-4x area.


NUTRACEA: Had $9.4 Million Net Loss in First Quarter
----------------------------------------------------
NutraCea filed its quarterly report on Form 10-Q, reporting a net
loss of $9.37 million on $9.75 million of revenues for the three
months ended March 31, 2012, compared with a net loss of
$4.09 million on $8.65 million of revenues for the same period of
2011.

The Company's balance sheet at March 31, 2012, showed
$50.61 million in total assets, $36.04 million in total
liabilities, $9.54 million of redeemable noncontrolling interest
in Nutra SA, and stockholders' equity of $5.03 million.

As reported in the TCR on April 5, 2012, BDO USA, LLP, in Phoenix,
Arizona, expressed substantial doubt about NutraCea's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31, 2011.  The independent auditors
noted that the Company has suffered recurring losses from
operations resulting in an accumulated deficit of $194.9 million.
"Although the Company emerged from bankruptcy in November 2010,
there continues to be substantial doubt about its ability to
continue as a going concern."

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

                       http://is.gd/Vr3dzo

Scottsdale, Ariz.-based NutraCea. a California corporation, is a
human food ingredient and animal nutrition company focused on the
procurement, bio-refining and marketing of numerous products
derived from rice bran.


PALM BEACH: Judge Takes Different Approach to Reference Withdrawal
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a federal district judge in Florida took a different
approach to the question of how to handle fraudulent transfer
suits.  A bankruptcy trustee filed 15 suits to recover $126.3
million in fraudulent transfers.  One of the defendants asked
U.S. District Judge Kenneth A. Marra to remove the suit from
bankruptcy court, saying the lower court doesn't have
constitutional authority to rule in the case following the U.S.
Supreme Court's decision one year ago in Stern v. Marshall.

The report notes that in similar circumstances, district judges
are prone to allow the case to proceed in bankruptcy court until
ready for trial, and then remove the suit to district court if the
defendant demands a jury trial.  Instead, Judge Marra directed
that the case remain in bankruptcy court where the bankruptcy
judge would initially determine whether the bankruptcy court has
constitutional authority to issue a final judgment.

When the case goes up on appeal, Judge Marra said he will then
decide whether the bankruptcy court erred in finding the ability
to render a final judgment.  If he later decides the bankruptcy
court can't make final determinations in fraudulent transfer
suits, Judge Marra said he would treat the bankruptcy judge's
decision as a report and recommendation.

Judge Marra said his decision doesn't preclude the defendant from
filing another motion for withdrawal of the reference if the
defendant decides to exercise its right to a jury trial.

The case is Mukamal v. KBC Financial Products Ltd. (In re
Palm Beach Finance Partners LP), 12-80277, U.S. District Court,
Southern District of Florida (West Palm Beach).

                      About Palm Beach Funds

Palm Beach Gardens, Florida-based Palm Beach Finance Partners,
L.P., was a hedge fund.  The Company solicited capital
contributions from third-party limited partners, and proceeded to
invest substantial amounts of the capital with the Petters
Company, Inc.

The Company filed for Chapter 11 on Nov. 30, 2009 (Bankr. S.D.
Fla. Case No. 09-36379.)  The Debtor's affiliate, Palm Beach
Finance II, L.P., also filed for bankruptcy (Bankr. S.D. Fla. Case
No. 09-36396).  Paul A. Avron, Esq., and Paul Steven Singerman,
Esq., assisted the Debtors in their restructuring efforts.  Palm
Beach Finance II estimated $500 million to $1 billion in assets
and liabilities in its petition.

In October 2010, Judge Paul G. Hyman confirmed the Plan of
Liquidation for Palm Beach Finance Partners, L.P., and Palm Beach
Finance II, L.P., proposed by Barry Mukamal, as Chapter 11 trustee
and Geoffrey Varga, as joint official liquidator of the Debtors.
The Chapter 11 trustee is represented by Michael S. Budwick, Esq.
at Meland Russin & Budwick, P.A.


PATRIOT COAL: Files for Chapter 11 Reorganization
-------------------------------------------------
Patriot Coal Corporation (NYSE: PCX) and nearly 100 affiliates
filed voluntary Chapter 11 petitions in U.S. bankruptcy court in
Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9,
2012.

Patriot said it had $3.57 billion of assets and $3.07 billion of
debts, and has arranged $802 million of financing to continue
operations during the reorganization.

"The coal industry is undergoing a major transformation and
Patriot's existing capital structure prevents it from making the
necessary adjustments to achieve long-term success," said Patriot
Chairman and Chief Executive Officer Irl F. Engelhardt.  "Our
objective is to use the reorganization process to address
important issues in an orderly way and make the Company stronger
and more competitive."

Spun off from Peabody Energy Corp. in 2007, Patriot has 12 active
mining complexes in Appalachia and the Illinois Basin, and
controls about 1.9 billion tons of proven and probable coal
reserves.  Patriot sold 31.1 million tons of coal in 2011.  It
reported a net loss of $198.5 million on $2.33 billion of revenue
for the 12 months ended March 31, 2012.

Patriot has 4,000 employees, with 42% represented by the United
Mine Workers of America.

Patriot expects its mining operations and customer shipments to
continue in the ordinary course throughout the reorganization
process.

Patriot believes that the protection afforded by a court-
supervised reorganization process, including the ability to access
new financing, will provide the Company with additional time and
flexibility to address its financial challenges and position
Patriot for long-term viability and success.

                       Road to Bankruptcy

Patriot said its business outlook has been impacted by a number of
challenges that are affecting the coal industry, including
reductions in U.S. thermal coal demand due to competition from low
priced natural gas, challenging environmental regulations
affecting the cost of producing and using coal, and weaker
international and domestic economies.  The Company has reacted to
the lower domestic demand by reducing production and increasing
sales to the export markets.  During recent months, the
cancellation of customer contracts, lower thermal coal prices and
rising expenditures for environmental and other liabilities have
severely constrained the Company's liquidity and financial
flexibility.

Mark N. Schroeder, CFO and senior vice president, explains in a
court filing, "The Debtors' business has reached the point of
unsustainability absent utilization of the tools presented by
chapter 11.  In recent years, the demand for coal has decreased,
in large part because alternative sources of energy have become
increasingly attractive to electricity generators in light of
declining natural gas prices and more burdensome environmental and
other governmental regulations.  At the same time, the Debtors'
liabilities have been increasing as the Debtors face sharply
rising costs to comply with such regulations and because of
unsustainable labor-related legacy liabilities.  As an example of
the regulatory impact, within the past two years, the Debtors have
received an adverse court ruling, prompted by non-governmental
organization lawsuits, and entered into a subsequent consent
decree requiring the Debtors to build water treatment facilities
that will cost hundreds of millions of dollars."

In light of the decreased demand for both thermal and
metallurgical coal, the Debtor this year idled at least 5 coal
mines, eliminated 1,000 employee and contractor positions, and
decreased annual thermal coal production by just under 5 million
tons.

During the first half of this year, Patriot was approached by
certain customers seeking to cancel or delay shipments of coal
contracted for delivery under their coal supply agreements.
Recently, two of Patriot's customers, Bridgehouse Commodities
Trading Limited and Keystone Industries LLC, defaulted on their
contractual obligations to purchase hundreds of thousands of tons
of coal from Patriot at prices favorable to Patriot. On April 3,
2012 and June 1, 2012, Patriot filed actions for damages against
Bridgehouse and Keystone for breaches of contract.

In May, Patriot said it had hired Blackstone Group LP to work on a
new financing package. It also installed Engelhardt as chief
executive, replacing Richard Whiting. Patriot hired Davis Polk &
Wardwell as its law firm.

                   Prepetition Capital Structure

As of the Petition Date, $300.7 million in letters of credit were
issued and outstanding and $25 million in direct borrowings were
outstanding under a $427.5 million secured credit facility with
lenders and Bank of America, N.A., as administrative agent.  The
Debtors also owe $51.8 million under an accounts receivable
securitization facility.

Patriot Coal has issued two series of unsecured notes: (a) $250
million in 8.25% senior unsecured notes due 2018, which are
guaranteed by substantially all of the Debtor subsidiaries of
Patriot Coal and (b) $200 million in 3.25% unsecured convertible
notes due 2013.

In 2005, a subsidiary of Patriot Coal issued unsecured promissory
notes in conjunction with an exchange transaction involving the
acquisition of Illinois Basin coal reserves.  As of the Petition
Date, $7 million was outstanding under the promissory notes.


                     $802 Million Financing

In conjunction with its reorganization, Patriot has obtained a
commitment for $802 million in debtor-in-possession financing from
Citigroup Global Markets Inc., Barclays Bank PLC, and Merrill
Lynch, Pierce, Fenner & Smith Incorporated as joint lead
arrangers.

This facility will provide borrowing availability through a "first
out" DIP facility consisting of a $125 million asset based
revolver and a $375 million term loan to be obtained from
Citibank, acting as administrative agent and collateral agent, and
a "second out" DIP facility consisting of a $302 million facility,
into which existing letters of credit outstanding under the
existing Credit Facility will be rolled, to be obtained from BofA,
acting as administrative agent and collateral agent.  Only $377
million of the DIP facility will be used to refinance outstanding
debt, thereby providing the Debtors with $425 million of aggregate
incremental liquidity.

Upon approval by the Bankruptcy Court, the new financing and cash
generated from Patriot's ongoing operations will be used to
support the business during the reorganization process.

                       First Day Motions

Patriot has filed various motions with the Bankruptcy Court in
support of its reorganization, including requesting authorization
to continue paying employee wages and providing health care and
other benefits. Patriot has also asked for authority to continue
existing customer programs and intends to pay suppliers in full
under normal terms for goods and services provided after the
filing date of July 9, 2012.

The Debtors have already identified 34 agreements that provide no
ongoing benefit to the estates.  The Debtors say would save $22
million in total upon the rejection of these agreements.

The Debtors expect to pay officers and directors $270,000 and
other employees $34.5 million within the 30-day period following
the Petition Date.  No payments will be made to professionals and
financial consultants during the same period.

The Debtors expect $172 million in cash receipts and $145 million
in cash disbursements for the first 30 days postpetition.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.

                         About Patriot Coal

Patriot Coal Corporation is a producer and marketer of coal in the
eastern United States, with 12 active mining complexes in
Appalachia and the Illinois Basin.  Patriot ships to domestic and
international electricity generators, industrial users and
metallurgical coal customers, and controls approximately 1.9
billion tons of proven and probable coal reserves.


PATRIOT COAL: Case Summary & 50 Largest Unsecured Creditors
-----------------------------------------------------------
Lead
Debtor: Patriot Coal Corporation
        12312 Olive Boulevard, Suite 400
        Saint Louis, MO 63141

Bankruptcy Case No.: 12-12900

Ninety-nine affiliates that filed separate Chapter 11 petitions:

        Debtor                                   Case No.
        ------                                   --------
        Patriot Beaver Dam Holdings, LLC         12-12898
        PCX Enterprises, Inc.                    12-12899
        Affinity Mining Company                  12-12902
        Apogee Coal Company, LLC                 12-12903
        Appalachia Mine Services, LLC            12-12904
        Beaver Dam Coal Company, LLC             12-12905
        Big Eagle, LLC                           12-12906
        Big Eagle Rail, LLC                      12-12907
        Black Stallion Coal Company, LLC         12-12908
        Black Walnut Coal Company                12-12909
        Bluegrass Mine Services, LLC             12-12910
        Brook Trout Coal, LLC                    12-12911
        Catenary Coal Company, LLC               12-12913
        Central States Coal Reserves of
          Kentucky, LLC                          12-12914
        Charles Coal Company, LLC                12-12916
        Cleaton Coal Company                     12-12917
        Coal Clean LLC                           12-12918
        Coal Properties, LLC                     12-12919
        Coal Reserve Holding Limited Liability
          Company No. 2                          12-12920
        Colony Bay Coal Company                  12-12921
        Cook Mountain Coal Company, LLC          12-12922
        Corydon Resources LLC                    12-12923
        Coventry Mining Services, LLC            12-12924
        Coyote Coal Company LLC                  12-12925
        Cub Branch Coal Company LLC              12-12926
        Dakota LLC                               12-12927
        Day LLC                                  12-12928
        Dixon Mining Company, LLC                12-12929
        Dodge Hill Holding JV, LLC               12-12930
        Dodge Hill Mining Company, LLC           12-12931
        Dodge Hill of Kentucky, LLC              12-12932
        EACC Camps, Inc.                         12-12933
        Eastern Associated Coal, LLC             12-12934
        Eastern Coal Company, LLC                12-12935
        Eastern Royalty, LLC                     12-12936
        Emerald Processing, L.L.C.               12-12937
        Gateway Eagle Coal Company, LLC          12-12938
        Grand Eagle Mining, LLC                  12-12939
        Heritage Coal Company LLC                12-12940
        Highland Mining Company, LLC             12-12941
        Hillside Mining Company                  12-12942
        Hobet Mining, LLC                        12-12943
        Indian Hill Company LLC                  12-12944
        Infinity Coal Sales, LLC                 12-12945
        Interior Holdings, LLC                   12-12946
        IO Coal LLC                              12-12947
        Jarrell?s Branch Coal Company            12-12948
        Jupiter Holdings LLC                     12-12949
        Kanawha Eagle Coal, LLC                  12-12950
        Kanawha River Ventures I, LLC            12-12951
        Kanawha River Ventures II, LLC           12-12952
        Kanawha River Ventures III, LLC          12-12953
        KE Ventures, LLC                         12-12954
        Little Creek LLC                         12-12955
        Logan Fork Coal Company                  12-12956
        Magnum Coal Company LLC                  12-12957
        Magnum Coal Sales LLC                    12-12958
        Martinka Coal Company, LLC               12-12959
        Midland Trail Energy LLC                 12-12960
        Midwest Coal Resources II, LLC           12-12961
        Mountain View Coal Company, LLC          12-12962
        New Trout Coal Holdings II, LLC          12-12963
        Newtown Energy, Inc.                     12-12964
        North Page Coal Corp.                    12-12965
        Ohio County Coal Company, LLC            12-12966
        Panther LLC                              12-12967
        Patriot Coal Company, L.P.               12-12968
        Patriot Coal Sales LLC                   12-12969
        Patriot Coal Services LLC                12-12970
        Patriot Leasing Company LLC              12-12971
        Patriot Midwest Holdings, LLC            12-12972
        Patriot Reserve Holdings, LLC            12-12973
        Patriot Trading LLC                      12-12974
        Pine Ridge Coal Company, LLC             12-12975
        Pond Creek Land Resources, LLC           12-12976
        Pond Fork Processing LLC                 12-12977
        Remington Holdings LLC                   12-12978
        Remington II LLC                         12-12979
        Remington LLC                            12-12980
        Rivers Edge Mining, Inc.                 12-12981
        Robin Land Company, LLC                  12-12982
        Sentry Mining, LLC                       12-12983
        Snowberry Land Company                   12-12984
        Speed Mining LLC                         12-12985
        Sterling Smokeless Coal Company, LLC     12-12986
        TC Sales Company, LLC                    12-12987
        The Presidents Energy Company LLC        12-12988
        Thunderhill Coal LLC                     12-12989
        Trout Coal Holdings, LLC                 12-12990
        Union County Coal Co., LLC               12-12991
        Viper LLC                                12-12992
        Weatherby Processing LLC                 12-12993
        Wildcat Energy LLC                       12-12994
        Wildcat, LLC                             12-12995
        Will Scarlet Properties LLC              12-12996
        Winchester LLC                           12-12997
        Winifrede Dock Limited Liability Company 12-12998
        Yankeetown Dock, LLC                     12-12999

Type of Business: Patriot Coal Corporation is a producer and
                  marketer of coal in the eastern United States,
                  with 13 active mining complexes in Appalachia
                  and the Illinois Basin.  The Company ships to
                  domestic and international electricity
                  generators, industrial users and metallurgical
                  coal customers, and controls roughly 1.9 billion
                  tons of proven and probable coal reserves.

Chapter 11 Petition Date: July 9, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York

Judge: Hon. Shelley C. Chapman

Debtors'
Counsel:    Marshall S. Huebner, Esq.
            Damian S. Schaible, Esq.
            Brian M. Resnick, Esq.
            Michelle M. McGreal, Esq.
            DAVIS POLK & WARDWELL LLP
            450 Lexington Avenue
            New York, New York 10017
            E-mail: marshall.huebner@davispolk.com
                    damian.schaible@davispolk.com
                    brian.resnick@davispolk.com
                    michelle.mcgreal@davispolk.com


Debtors'
Financial
Advisor:    ALIXPARTNERS, LLP
            2000 Town Center, Suite 2400
            Southfield, MI 48075

Debtors'
Claims and
Noticing
Agent:      GCG
            PO Box 9898
            Dublin, Ohio 43017-5798
            Toll Free: 1 (877) 600-6531
            International: (336) 542-5677
            E-mail: PCXInfo@gcginc.com

Total Assets: $3,568,840,000 as of May 31, 2012

Total Debts: $3,072,248,000 as of May 31, 2012

The petitions were signed by Jacquelyn A. Jones, vice president,
associate general counsel & corporate secretary.

Debtors' Consolidated List of Their 50 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
WILMINGTON TRUST COMPANY           8.25% SENIOR       $250,000,000
1100 NORTH MARKET STREET           NOTES DUE 2018
RODNEY SQUARE NORTH
WILMINGTON, DE 19890
FAX: (302) 636-4144

CORPORATE TRUST SERVICES           3.25%              $200,000,000
60 LIVINGSTONE AVENUE              CONVERTIBLE
ST. PAUL, MN 55518                 SENIOR NOTES
                                   DUE 2013

ALPHA NATURAL RESOURCES, INC.      CONTRACT           UNLIQUIDATED
ATTN JACINDA BELT                  DAMAGES
999 CORPORATE BLVD SUITE 300
LINTHICUM, MD 21090
PHONE: (410) 689-7500
FAX: (276) 628-2951

BENTLEY BADGETT II AND LINDA       PROMISSORY          $7,332,550
BADGETT                            NOTES
TJ EDWARDS, DONALD BOWLES
1822 N. MAIN STREET
MADISONVILLE, KY 42431
PHONE: (270) 821-0408
PHONE: (270) 821-2913
FAX: (270) 825-4350

AMERICAN FREEDOM INNOVATIONS        REJECTION        UNLIQUIDATED
LLC                                 DAMAGES
250 CROSS POINT BLVD
EVANSVILLE, IN 47715
PHONE: 812-473-0700
FAX: 812-425-2339

CSX TRANSPORTATION INC              TRADE              $6,352,748
500 WATER ST, 15TH FL               DEBT
JACKSONVILLE, FL 32202-4057
PHONE: (904) 279-4967

DAYTON POWER & LIGHT                REJECTION         UNLIQUIDATED
ATTN: TERESA MARRINAN AND           DAMAGES
CHARLENE BELL
1065 WOODMAN DRIVE
DAYTON, OH 45432
FAX: (937) 259-7250
FAX: (937) 259-7848
FAX: (937) 331-4990

RICHARDWHITING                      MISCELLANEOUS      $5,533,576

JENNMAR CORPORATION                 TRADE DEBT         $4,774,368
258 KAPPA DRIVE
PO BOX 111253
PITTSBURGH, PA 15238
PHONE: (412) 963-9071
FAX: (412) 963-9767

JMAC LEASING INC                    REJECTION         UNLIQUIDATED
PO BOX 726                          DAMAGES
CEREDO,WV 25507
FAX: 304-538-2439

CAPITAL SOURCE BANK                 REJECTION         UNLIQUIDATED
ATTN: DAVID HEIDT                   DAMAGES
30 SOUTHWACKER DRIVE, SUITE 3500
CHICAGO, IL 60606
PHONE: (312) 706-2102
FAX: (312) 577-7902

JOY MINING MACHINERY                TRADE DEBT        $3,346,303
4111 N. WATER TOWER PLACE
SUITE B
MT. VERNON, IL 62864
PHONE: (800) 742-5569
FAX: (618) 242-8509

CECIL I.WALKER MACHINERY CO.        TRADE DEBT        $3,339,153
PO BOX 905258
CHARLOTTE, NC 28290-5258
PHONE: (304) 949-6400 EXT 2341
FAX: (304)683-3113

UNITED CENTRAL INDUSTRIAL SUPPLY    TRADE DEBT        $3,156,337
1150 NATIONAL MINE ROAD
MADISONVILLE, KY 42431
PHONE: (270) 821-6333
FAX: (270) 825-0244

AMERICAN ELECTRIC POWER             TRADE DEBT      UNLIQUIDATED
PO BOX 24401
CANTON, OH 44701-4404
PHONE: (800) 982-4237

CATERPILLAR GLOBAL MINING           TRADE DEBT        $2,021,145
2045 WEST PIKE STREET
HOUSTON, PA 15342
PHONE: (309) 675-1000
FAX: (859) 497-0818
FAX: (724) 743-1201

RALEIGH MINE & INDUSTRIAL           TRADE DEBT       $1,865,428
PO BOX 72
MOUNT HOPE, WV 25880
PHONE: (304) 877-5503
FAX: (304) 877-5684

J. H. FLETCHER & CO.                TRADE DEBT       $1,776,261
402 HIGH STREET
HUNTINGTON,WV 25722-2187
PHONE: (304) 525-7811
FAX: (304) 523-1317

INDUSTRIAL SUPPLY SOLUTIONS INC     TRADE DEBT       $1,371,701
PO BOX 798012
ST. LOUIS, MO 63179-8000
FAX: (304) 346-1639

AFCO
4501 COLLEGE BLVD, SUITE 320        TRADE DEBT       $1,258,900
LEAWOOD, KS 66211-2328
PHONE: (800) 288-6901

NELSON BROTHERS LLC                 TRADE DEBT       $1,150,614
820 SHADES CREEK PARKWAY,
SUITE 2000
BIRMINGHAM, AL 35209
PHONE: (800) 972-2684
FAX: (304) 340-1530

RISH EQUIPMENT CO                   TRADE DEBT       $1,099,571
RT 44 YUMA CAMP RD
LOGAN,WV 25601
PHONE: (304) 752-9313
PHONE: (304) 380-0282
FAX: (304) 752-9318

JABO SUPPLY CORP                     TRADE DEBT        $866,857
PO BOX 238
HUNTINGTON,WV 25707-0238
PHONE: (304) 736-8333
FAX: (304) 736-8551

ENVIROMINE INC                       TRADE DEBT        $835,060
PO BOX 11716
CHARLESTON,WV 25339
PHONE: (304) 552-3379
FAX: (888) 248-5302

MONK MINING SUPPLY, INC.             TRADE DEBT        $799,695
PO BOX 905895
CHARLOTTE, NC 28290-5895
PHONE: (276) 988-9641
FAX: (276) 988-8263

SGS NORTH AMERICA INC                TRADE DEBT        $765,701
P. O. BOX 2502
CAROL STREAM, IL 60132-2502
PHONE: (270) 827-1187
FAX: (270) 826-0719

BANK OF THE WEST                     REJECTION     UNLIQUIDATED
ATTN: SUZANNEWEAVER                  DAMAGES
844 WEST PAMPA
MESA, AZ 85210
PHONE: (480) 768-1799
FAX: (480) 456-0047

CHISLER INC                          TRADE DEBT        $714,937
153 BLUE GOOSE RD
FAIRVIEW,WV 26570
PHONE: (304) 798-3202
FAX: (304) 798-3211

SUNCREST RESOURCES LLC               TRADE DEBT        $700,000
2550 EAST STONE DRIVE
SUITE 200
KINGSPORT, TN 37660
PHONE: (423) 723-0230

COGAR MANUFACTURING INC              TRADE DEBT        $693,888
PO BOX 532
BECKLEY,WV 25802
PHONE: (304) 252-4435
FAX: (304) 252-8003
FAX: (304) 252-4514

I.B.M. CORP.                         TRADE DEBT        $685,878
PO BOX 534151
ATLANTA, GA 30353-4151
PHONE: (845) 759-2526

POWELL CONSTRUCTION CO., INC         TRADE DEBT        $675,250
3622 BRISTOL HIGHWAY
JOHNSON CITY, TN 37601

SHONK LAND COMPANY LLC               TRADE DEBT        $670,000
PO BOX 969
CHARLESTON,WV 25324

ALLEGHENY POWER                      TRADE DEBT    UNLIQUIDATED
800 CABIN HILL DRIVE
GREENSBURG, PA 15601-0001
PHONE: (800) 255-3443

PENN VIRGINIA OPERATING CO LLC       TRADE DEBT        $633,981
PO BOX 102992
ATLANTA, GA 30368-2992

MINE EQUIPMENT & MILL SUPPLY CO      TRADE DEBT        $614,733
370 MINE EQUIPMENT ROAD
DAWSON SPRINGS, KY 42408
PHONE: (812) 402-4070
FAX: (812) 402-4077
FAX: (270) 797-3010

LOGAN CORP                           TRADE DEBT        $584,699
212 NORTH OHIO AVE
CLARKSBURG,WV 26301
PHONE: (800) 473-0110
FAX: (304) 623-5676
FAX: (304) 759-4817

FLOMIN COAL INC                      TRADE DEBT        $581,599
PO BOX 405655
ATLANTA, GA 30384-5655
PHONE: (606) 432-1535
FAX: (606) 437-0563
FAX: (606) 835-9146

KOMATSU FINANCIAL LIMITED            REJECTION     UNLIQUIDATED
PARTNERSHIP                          DAMAGES
ATTN: JIMMY JOSEPH
1701 WEST GOLF ROAD
SUITE 300
CHICAGO, IL 60693
PHONE: (847) 437-5800
FAX: (847) 437-7097

SOMERSET CAPITAL GROUP, LTD.         REJECTION     UNLIQUIDATED
ATTN: YOLANDA DELANEY                DAMAGES
MERRITT CORPORATEWOODS
612 WHEELERS FARMS RD
MILFORD, CT 06461
PHONE: (203) 382-2721
FAX: (203) 394-6192

PHILLIPS 66 RECEIVABLE               TRADE DEBT          $539,264
21064 NETWORK PLACE
CHICAGO, IL 60673-1210
PHONE: (800) 448-6630

GE CAPITAL TMS                       TRADE DEBT          $532,378
P. O. BOX 3083
CEDAR RAPIDS, IA 52406-3083
FAX: (319) 841-6324

CHISLER BROTHERS CONTRACTING         TRADE DEBT          $495,730
LLC
PO BOX 101
PENTRESS,WV 26544
PHONE: (304) 879-5511
FAX: (304) 879-5012

AMERCABLE INCORPORATED               TRADE DEBT          $454,704
350 BAILEY ROAD
ELDORADO, AR 71730
PHONE: (800) 643-1516
FAX: (870) 309-3582

UNITED LEASING, INC.                 REJECTION       UNLIQUIDATED
ATTN: MARTHA AHLERS                  DAMAGES
3700 MORGAN AVENUE
EVANSVILLE, IN 47715
PHONE: (812) 485-3578
FAX: (812) 474-4359
FAX: (812) 485-3642

ALLEY TRUCKING LLC                   TRADE DEBT          $425,569
PO BOX 47
BELFRY, KY 41514
PHONE: (606) 353-4422
FAX: (606) 353-1270

LONGWALL ASSOCIATES, INC.            TRADE DEBT          $411,619
212 KENDALL AVENUE
CHILHOWIE, VA 24319
PHONE: (276) 646-2004
FAX: (276) 646-3999

COALFIELD SERVICES INC               TRADE DEBT          $402,002
3203 PEPPERS FERRY ROAD
WYTHEVILLE, VA 24382-4947
PHONE: (276) 228-3167
FAX: (276) 228-7912

FIFTH THIRD LEASING COMPANY          REJECTION       UNLIQUIDATED
ATTN: DAVID SCHLAF                   DAMAGES
8000 MARYLAND AVENUE
SUITE 1400
ST. LOUIS, MO 63105
PHONE: (314) 889-3307
FAX: (314) 889-3377

RBS ASSET FINANCE, INC.              REJECTION       UNLIQUIDATED
ATTN: JOHN STOGSDILL                 DAMAGES
71 S WACKER DRIVE
28TH FLOOR
CHICAGO, IL 60606
PHONE: (312) 777-3556
FAX: (312) 777-4003


PAVILLION AUTO: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Pavillion Auto Wash, LLC
        aka Arizona Auto Wash
        c/o Mann, Berens & Wisner, LLP
        Attn: Adam D. Melton
        3300 N. Central Avenue
        Suite 2400
        Phoenix, AZ 85012

Bankruptcy Case No.: 12-15092

Chapter 11 Petition Date: July 5, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Adam D. Melton, Esq.
                  MANN, BERENS & WISNER LLP
                  3300 N Central Ave., Suite 2400
                  Phoenix, AZ 85012
                  Tel: (602) 258-6200
                  Fax: (602) 258-6212
                  E-mail: amelton@mbwlaw.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 Scott Oxman, managing member.


PEGASUS RURAL: Xanadoo Frequency Auction Scheduled for Aug. 20
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bankrupt subsidiaries of Xanadoo Co. were authorized
to conduct an Aug. 20 auction for the sale of their most valuable
frequency assets if they don't land an agreement to refinance the
business and pay secured lenders in full.

According to the report, auction and sale procedures approved by
the U.S. Bankruptcy Court in Delaware authorize the lenders to
purchase assets not already under contract with a $30.5 million
credit against secured debt. The lenders will be the so-called
stalking horse bidder at one or two auctions to be held Aug. 20.
If the assets are sold through the auction rather than through a
refinancing coupled with a reorganization plan, there will be a
hearing on Aug. 22 for approval of the sale.

The report relates that under the rules, if the company finds a
new lender to pay existing lenders in full, the Chapter 11 plan
must be filed by Aug. 21.  The company previously said there is
"potential" for distribution to unsecured creditors.

The assets to be sold include 23 licenses in the 700 megahertz
frequency band that were purchased in 2000 and 2001 for $96
million.  In addition, the companies will sell licenses they lease
in the 2.5 gigahertz spectrum.  From the lenders' credit bid, $30
million is attributed to the 700 megahertz frequency band.

The bankruptcy court has already approved the sale of tower
facilities for $3 million to Rhino Communications Inc., according
to court records.

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May 2011 of almost
$60 million in secured notes owing to Beach Point Capital
Management LP.

The Court denied a motion by the secured noteholders to dismiss
the Chapter 11 case and appoint a Chapter 11 trustee.

The companies filed a proposed reorganization plan in February
predicting sale of licenses in the 700 megahertz spectrum would
pay all secured and unsecured creditors in full, with interest.
In a separate filing, the companies said the assets will be turned
over to secured lenders if there is neither a lender nor a buyer
to finance a plan.  The plan will be funded either by a new loan
or by selling the business and the assets.


PINNACLE AIRLINES: Says Business Plan a 'Work in Progress'
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pinnacle Airlines Corp. for the first time is seeking
an extension of the exclusive right to file a Chapter 11 plan.
The Memphis-based airline reorganizing in New York told the judge
in the court filing that negotiations with the creditors'
committee on a reorganization plan "have not yet begun."  Pinnacle
also said the business plan "is a work in progress."  The
bankruptcy judge will consider the so-called exclusivity motion
on July 18.  If approved, no one else could file a plan until
Sept. 28.

                      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.


RG STEEL: Has Morris Nichols as Delaware Bankruptcy Co-Counsel
--------------------------------------------------------------
RG Steel LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Morris, Nichols,
Arsht & Tunnel LLP as Delaware bankruptcy co-counsel.

By separate application, the Debtors have sought permission to
employ (i) the law firm of Willkie Farr & Gallagher LLP as
bankruptcy co-counsel; (ii) Sea Port Group Securities, LLC as
investment banker; and (iii) Conway MacKenzie Management Services,
LLC.  Morris Nichols will coordinate with WF&G, Sea Port and
Conway to make every effort to avoid and minimize duplication of
services in the cases.

Morris Nichols will, among other things:

   -- assist WF&G in representing the Debtors;

   -- perform all necessary services as the Debtors' Delaware
      bankruptcy co-counsel; and

   -- take all necessary actions to protect and preserve the
      Debtors' estates during the Chapter 11 cases.

Prior to the commencement of the cases, the Debtors made payments
to Morris Nichols totaling $126,119 in connection with the advice
and services regarding financial restructuring.  Accordingly,
Morris Nichols holds a balance of $126,119 as an advance payment
for services to be rendered and expenses to be incurred.

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

A hearing on July 10, 2012 at 10:00 a.m. has been set.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.

The bankruptcy court has approved the sale of a non-operating
plant in Steubenville, Ohio, for $15 million.


RG STEEL: Gets Final Approval to Obtain DIP Financing
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in a final
order, authorized RG Steel LLC, et al., to:

   -- continue obtaining postpetition loans, advances and other
      financial accommodations from Wells Fargo Capital Finance,
      LLC, in its capacity as administrative agent for itself and
      other financial institutions;

   -- use cash collateral; and

   -- grant replacement liens, superpriority administrative claim
      status to administrative agent; and adequate protection to
      (i) administrative agent, (ii) Cerberus Business Finance,
      LLC (second lien agent); and to The Renco Group, Inc.,
      (third lien lender) on account of their respective liens on
      the prepetition collateral, subject to certain carve out
      expenses.

As of the Petition Date, the Debtors indebtedness includes:

   1. $443,643,089, plus interest to the agents, lenders and bank
      product providers under the prepetition loan documents;

   2. $218,729,347 plus interest to second lien agent and lenders;

   3. $130,096,978, plus interest to third lien lender.

The Debtors would use the loan to fund their business operations.

A full-text copy of the approved budget is available for free at
http://bankrupt.com/misc/WPSTEEL_dipfinancing_order.pdf

                            Objection

Roberta A. DeAngelis, the U.S. Trustee for Region 3, objected to
the Debtors' motion to obtain postpetition financing, stating
that, among other things, the Local Rule requires that absent
justification for a contrary provision, all parties-in-interest
have an investigation period of at least 75 days from entry of the
financing order to investigate the validity, perfection and amount
of the secured creditors' prepetition lien and to investigate
claims against the secured creditor, plus a creditors' committee,
if formed, will have at least 60 days after committee formation to
perform the same investigation.

Additionally, the U.S. Trustee noted that it is inappropriate for
the lenders to suggest that the creditors' committee can
adequately represent the interests of all parties-in-interest in
the cases.  Among other things, the committee serves as a
fiduciary only to the general unsecured creditors.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.


RG STEEL: Deadline to Submit Initial Bids on July 25
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved RG
Steel LLC, et al.'s procedures for the sale of substantially all
of their assets.

The bid procedures contemplate a July or August auction for the
assets, which include main plants in Sparrows Point, Maryland;
Warren, Ohio; and Wheeling, West Virginia.  No buyer is yet under
contract.

The approved bid procedures provides for this timeline:

   July 25, 2012, at 12 noon:      Bid Deadline

   July 30, at 5 p.m.              Deadline to identify stalking
                                   horse purchaser

   July 31, at 10 a.m.:            auction(if no stalking horse
                                   purchaser is identified)

   Aug. 21, at 10 a.m.:            sale hearing (if a stalking
                                   horse purchaser is identified)

   Aug. 8, at 1 p.m.:              sale hearing (if no stalking
                                   horse purchaser is identified)

   Aug. 23, at 10 a.m.:            sale hearing (if the stalking
                                   horse purchase is identified)

The auction will be held the offices of Willkie Farr & Gallagher
LLP, at 787 Seventh Avenue, New York City.

Objections, if any, to the sale hearing are due one business day
prior to the hearing date.

The identification of the stalking horse purchaser will be with
the consent of the senior prepetition and DIP agents and the
Creditors' Committee.

Pursuant to the bid procedures, Wells Fargo Capital Finance, LLC;
Cerberus Business Finance, LLC (second lien agent); and The Renco
Group, Inc., will be deemed to be a potential bidder.

A copy of the bidding procedures is available for free at
http://bankrupt.com/misc/WPSTEEL_biddingprocedures_order.pdf

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.


SCHLOTSKY'S INC: 5th Cir. Rules on Introducing Evidence
-------------------------------------------------------
During a bankruptcy proceeding, John C. Wooley and Jeffrey J.
Wooley sought judicial notice of the content of filings from a
prior but related bankruptcy proceeding.  The bankruptcy court
granted motions to strike the documents when they were designated
as part of the record in an earlier appeal.  Because it would have
been improper to take judicial notice of the contents of filings
from another case and the bankruptcy court and district court did
not err, the U.S. Court of Appeals for the Fifth Circuit affirmed
the district court ruling.

The Wooleys are former officers and directors of Schlotsky's Inc.
which filed for Chapter 11 bankruptcy in August 2004.  In December
2008, the Wooleys filed a motion seeking permission from the
bankruptcy court to pursue claims against Haynes and Boone and
former outside directors on behalf of the bankruptcy estate which
was denied.  At a hearing on the Wooleys' motion, the Wooleys'
attorney requested that the bankruptcy court take judicial notice
of evidence their expert relied upon which was previously admitted
in a different adversarial proceeding.  The bankruptcy court
declined to take notice stating: "I have a problem with using
judicial notices as substitute for the introduction of materials
that might otherwise be subject to legitimate evidence
objections."  The Wooleys appealed and designated these documents
as part of the record even though the documents were never
properly admitted to this proceeding.  The appellees filed motions
to strike those portions of the appellate record which were not
admitted at the hearing.  The motions to strike were granted on
Jan. 21, 2010, striking nine documents from the record on appeal.
The Wooleys appealed and the district court affirmed noting that
the Wooleys waived this argument due to deficient briefing and, in
the alternative, that the bankruptcy court did not err in striking
the disputed evidence. The Wooleys timely appealed.

"We see no reason to require a court to take judicial notice of
the contents of evidence not properly introduced in the bankruptcy
proceeding and conclude that the district court did not abuse its
discretion in affirming the bankruptcy court's grant of the
appellees' motion to strike," the Fifth Circuit said.

The case is JOHN C. WOOLEY; JEFFREY J. WOOLEY, Appellants, v.
HAYNES & BOONE, L.L.P.; SAM COATES; PIKE POWERS; JOHN SHARP; SARAH
WEDDINGTON; GARY CADENHEAD, Appellees, No. 11-51108 (5th Cir.).  A
copy of the Fifth Circuit's July 5, 2012 per curiam decision is
available at http://is.gd/CbruX9from Leagle.com.


SHENGDATECH INC: Sets Aug. 30 Plan Confirmation Hearing
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ShengdaTech Inc. scheduled an Aug. 30 confirmation
hearing for approval of the liquidating Chapter 11 plan when the
bankruptcy judge in Reno, Nevada, approved disclosure materials
last week.

According to the report, the disclosure statement shows that
unsecured creditors with $173 million in claims might take home
less than 1%.  The plan creates a liquidating trust to distribute
assets in the order of priority established in bankruptcy law.
There are no secured claims, according to the disclosure
statement.  Noteholders' claims for violation of securities laws
won't be paid unless unsecured claims are paid in full.  The
liquidating trust will pursue lawsuits in China.

                         About ShengdaTech

Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano
precipitated calcium carbonate for the tire industry.
ShengdaTech converts limestone into nano-precipitated calcium
carbonate (NPCC) using its proprietary and patent-protected
technology.  NPCC products are increasingly used in tires, paper,
paints, building materials, and other chemical products.  In
addition to its broad customer base in China, the Company
currently exports to Singapore, Thailand, South Korea, Malaysia,
India, Latvia and Italy.

ShengdaTech sought Chapter 11 bankruptcy protection from
creditors (Bankr. D. Nev. Case No. 11-52649) on Aug. 19, 2011, in
Reno, Nevada, in the United States.

The Shanghai-China based company said in its bankruptcy filing it
would fire all of its officers and restructure to try to recover
from an accounting scandal.

The Company disclosed US$295.4 million in assets and US$180.9
million in debt as of Sept. 30, 2011.

The Company's legal representative in its Chapter 11 case is
Greenberg Traurig, LLP.  On Aug. 23, 2011, the Court entered an
interim order confirming the Board of Directors Special
Committee's appointment of Michael Kang as the Debtor's chief
restructuring officer.

Alvarez & Marsal North America, LLC, is the Company's chief
restructuring officer.

As reported in by the Troubled Company Reporter on Sept. 7, 2011,
the United States Trustee appointed AG Ofcon, LLC, The Bank of
New York, Mellon (in its role as indenture trustee for
bondholders), and Zazove Associates, LLC, to serve on the
Official Committee of Unsecured Creditors of ShengdaTech, Inc.

Hogan Lovells US serves as counsel for ShengdaTech's official
committee of unsecured creditors.


SOLAR MILLENNIUM: U.S. Court Recognizes German Proceeding
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware recognized
Solar Millennium AG's proceeding pending in the local court of
Furth, Germany, as "foreign main proceeding."

The Court also ordered that all relief afforded to a foreign main
proceeding is granted to the German Proceeding, the Company and
the Petitioners respectively, including, without limitation, the
protections afforded by Section 362 of the Bankruptcy Code.

Volker Bohm, serves as the foreign representative of the Debtor
and as duly authorized foreign representatives as defined by
Section 101(24) of title 11 of the United States Code.

The Court also ordered that, among other things, all persons and
entities are immediately enjoined from (a) commencing or
continuing any legal proceeding or action against the Debtor, its
assets located in the United States, or proceeds thereof; (b)
enforcing any judicial, quasi-judicial administrative or
regulatory judgment, assessment or order or arbitration award
against the Debtor; (c) commencing or continuing any legal
proceeding or action to create, perfect, or enforce any lien,
setoff, or other claim against the Debtor-affiliates

                     About Solar Millennium AG

Solar Millennium AG, is a company based in Germany that operates
value-added chain of solar-thermal power plants.

Rechstanwalt Volker Bohm, the insolvency administrator, says SMAG
commenced insolvency proceedings with a local court in Germany on
Dec. 31, 2011.  The Furth court in February 2012 ascertained that
SMAG is insolvent and over-indebted.

Volker Bohm filed for Chapter 15 protection (Bankr. D. Del. Case
No. 12-11722) on June 4, 2012.  R. Craig Martin, Esq., at DLA
Piper LLP (US) represents the Debtor's restructuring effort.
The Debtor estimated assets at $50 million to $100 million and
debts at $100 million to $500 million.  The Company did not file a
list of creditors together with its petition.

Affiliate Solar Trust of America, LLC previously filed for
separate Chapter 11 petition (Bankr. Case No. 12-11136) on
April 2, 2012.


SOLAR TRUST: NextEra, BrightSource Approved to Buy Projects
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that NextEra Energy Inc. received formal authority to
buy the unfinished 1,000-megawatt facility in Blythe, California,
owned by Solar Millennium Inc.  NextEra is paying $10 million cash
plus contingent payment of as much as an additional $40 million
when the project is completed.  The U.S. Bankruptcy Court in
Delaware also approved selling the 500-megawatt project under
development in Desert Center, California, to BrightSource Energy
Inc. for a price that could be as much as about $30 million, if
all contingent payments are made.

                         About Solar Trust

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust is a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in California
and Nevada.  Located in the "Solar Sun Belt" of the American
Southwest, the project sites have extremely high solar radiation
levels, and allow the Debtors' projects to harness high levels of
solar power generation.  Projects include the rights to develop
one of the world's largest permitted solar plant facilities with
capacity of 1,000 MW in Blythe, California.  Two other projects
contemplated 500 MW solar power facilities in Desert Center,
California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental phase
and does not generate revenue for the Debtors.  Ferrostaal ceased
providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding after
December 2011.

NextEra Energy Resources LLC has committed to provide a
postpetition secured credit facility and has expressed an interest
in serving as stalking horse purchaser for certain of the Debtors'
assets.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors.  K&L Gates LLP is the special corporate
counsel.

Ridgecrest Solar Power Project, LLC, and two entities filed for
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to
12-11206) on April 10, 2012.

Ridgecrest Solar, et al., are affiliates of Solar Trust of America
LLC.  STA Development, LLC, one of the debtors that filed for
bankruptcy April 2, owns 100% of the interests in Ridgecrest, et
al.

Ridgecrest Solar Power estimated up to $50,000 in assets and
debts.  Ridgecrest Solar I, LLC, estimated up to $50,000 in assets
and up to $10 million in liabilities.


SOLYNDRA LLC: Wants Until Aug. 31 to Propose Reorganization Plan
----------------------------------------------------------------
Solyndra LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend, for the third time, their
exclusive periods to file and solicit acceptances for the proposed
plan of reorganization until Aug. 31, 2012, and Nov. 2,
respectively.

This is the third exclusivity extension motion filed by the
Debtors.  The Debtors explain that they need more time to
negotiate an acceptable plan with creditors and to prepare
adequate financial and non-financial information concerning the
ramifications of any proposed plan for disclosure to creditors.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solyndra didn't say when a plan would be filed or
what the plan could mean in terms of recoveries by creditors.

A hearing on Aug. 8 at 9:30 a.m. (Eastern Time) has been set.
Objection, if any, are due Aug. 1, at 4:00 p.m.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.


SPECIALTY PRODUCTS: US Trustee Balks at More Asbestos Attorneys
---------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that U.S. Trustee
Roberta A. DeAngelis, the trustee in Specialty Products Holdings
Corp.'s bankruptcy, told a Delaware bankruptcy court Thursday that
a group of asbestos personal injury claimants should not be able
to retain additional lawyers to advise on medical science issues
because their services would be redundant.

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection on May 31,
2010 (Bankr. D. Del. Case No. 10-11780).  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as
co-counsel.  Logan and Company is the Company's claims and notice
agent.

The Company estimated its assets and debts at $100,000,001 to
$500,000,000.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100,000,001 to $500,000,000.


STELLAR GT: Sale Failed to Close, Wants Confirmation Order Amended
------------------------------------------------------------------
Stellar GT TIC LLC and VFF TIC LLC, and Wells Fargo Bank, N.A.,
ask the U.S. Bankruptcy Court for the District of Maryland to
modify the Nov. 22, 2011, confirmation order for the Plan of
Reorganization dated Sept. 30, 2011.

Wells Fargo serves as trustee for the registered holders of
Deutsche Mortgage & Asset Receiving Corporation, COMM 2007-C9,
Commercial Mortgage Pass-Through Certificates, U.S. Bank National
Association, as trustee, as successor in interest to Bank of
America, National Association, as Trustee, as successor in
interest to Wells Fargo Bank, N.A., as Trustee for the registered
holders of Deutsche Mortgage & Asset Receiving Corporation, CD
2007-CD5 Commercial Mortgage Pass-Through Certificates, and FCP
Georgian Towers, LLC, acting by and through Situs Holdings, LLC,
in its capacity as special servicer.

According to the parties, the Plan contains two options for
satisfying the more than $200 million in mortgage debt secured by
the Debtors' Project -- (a) sale of the Project to a third party
pursuant to auction procedures approved by the Court, with the net
proceeds used to pay as much of the secured debt as possible; or
(b) a consensual restructuring of the secured debt, whereby the B
Note holder converts all or a portion of its indebtedness to
equity in the Debtors as reorganized.

The parties note that after the confirmation hearing, both the
prevailing bidder, at $193 million -- Lowe Enterprises Real Estate
Group-East, Inc., and the second highest bidder, at $173 million -
- Berkshire Property Advisors, LLC failed to close on the purchase
of the project after entering into a purchase agreement and
binding letter of intent, respectively.

Due to the failure to close by Lowe and Berkshire, the parties
engaged in discussion with Georgian Investors LLC to purchase the
Project.  Pantzer, through its affiliate Pantzer Properties, Inc.,
participated in the auction procedures, but was out-bid by Lowe
and Berkshire.

Pantzer has agreed, subject to due diligence and an appropriate
sale order, to purchase the Project for $168 million.

Accordingly, the parties request that the Court modify the Plan
and the confirmation order to provide that Pantzer is the
"purchaser" and the Pantzer Purchase Agreement is the "purchase
agreement" under the Plan and the confirmation order, and deeming
the sale of the project by Debtors to Pantzer pursuant to the
Pantzer Purchase Agreement as the "auction sale closing" under
section 1.8 of the Plan.

                 About Stellar GT TIC and VFF TIC

Stellar GT TIC LLC and VFF TIC LLC own an 891-unit multi-family
high rise property, consisting of two 14-story apartment
buildings, located at 8750 Georgia Avenue in Silver Spring,
Maryland, commonly known as "The Georgian".  FCP Georgian Towers
holds certain notes evidencing a mortgage loan guaranteed by the
Debtors in the aggregate original principal amount of
$185,000,000.  On Dec. 30, 2009, FCP commenced a receivership
action in the Circuit Court for Montgomery County, Case No.
324928-V, seeking the appointment of a receiver for the Project.

Stellar GT TIC and VFF TIC filed for Chapter 11 bankruptcy (Bankr.
D. Md. Case Nos. 11-22977 and 11-22980) on June 22, 2011.  Judge
Paul Mannes presides over the case.  Michelle Maloney-Raymond is
the case administrator.  Matthew G. Summers, Esq., and Michelle
McGeogh, Esq., at Ballard Spahr LLP, in Baltimore, serve as the
Debtors' counsel.

Mark Taylor, Esq. -- mdtaylor@kilpatricktownsend.com -- at
Kilpatrick Townsend & Stockton LLP, in Washington, DC; and Jantra
Van Roy, Esq. -- jvanroy@zeklaw.com -- at Zeichner Ellman & Krause
LLP, in New York, represent the Lender.

The U.S. Trustee for Region 4 notified the Court that he has not
appointed an unsecured creditors' committee in the Chapter 11
cases of Stellar GT TIC LLC and VFF TIC LLC.

The Debtors negotiated a plan of reorganization before filing for
Chapter 11.  The plan is premised on either (1) a sale of the
project pursuant to an auction process or (2) a consensual
restructuring of the secured debt.  Broker CB Richard Ellis Inc.
was hired to conduct the sale.

On Nov. 22, 2011, Judge Mannes entered an order (I) finally
approving the disclosure statement and (II) confirming Stellar GT
TIC and VFF TIC's Joint Plan of Reorganization and authorizing (A)
Sale of "The Georgian"free and clear of all liens, claims and
interests and alternatively (B) restructuring pursuant to the Plan
if the Sale does not close.  The highest and best price offered at
the Auction was the $193 million offer made by Lowe Real Estate
Group-East, Inc.


STOCKTON, CA: Has More Leverage Than Companies Over Creditors
-------------------------------------------------------------
Steven Church at Bloomberg News reports that lawyers for Stockton,
California's bondholders, who face a fight with the bankrupt city
over proposed cuts, arrived in court July 6 armed with fewer
weapons than investors owed money by reorganizing companies.

Stockton, according to Bloomberg, is trying to become the first
American city to use bankruptcy to successfully impose losses on
bondholders.  Bondholders will be limited to two main options if
they are to block Stockton in court, said Lee Bogdanoff, a
bankruptcy attorney: get the case thrown out or defeat the city's
reorganization proposal.

"The most important power they have is a seat at the negotiating
table," Bogdanoff, a founding partner of Klee, Tuchin, Bogdanoff &
Stern LLP in Los Angeles, said in a telephone interview. "They can
try to influence the decision makers."

An initial hearing was held July 6 in U.S. Bankruptcy Court in
Sacramento, where the city proposed a tentative schedule for the
case, which gives bondholders and other creditors until Aug. 24 to
decide whether they will try to oppose the city's eligibility to
remain in bankruptcy.  Should any creditor file an objection to
the bankruptcy filing, the city proposed that U.S. Bankruptcy
Judge Christopher Klein, the chief bankruptcy judge in Sacramento,
schedule a hearing for the end of October.

Unlike a company, the city doesn't need to ask Judge Klein for
permission to pay any bills it ran up before filing for court
protection, such as wages, utility bills or rents.  As a result,
creditors won't be able to use the hearing to pressure the city on
its spending habits, Mr. Bogdanoff said.

Chapter 9 of the U.S. Bankruptcy Code also bars creditors from
offering their own reorganization plan.  Nor are they entitled to
form an official committee with legal fees paid by the city.
Unsecured creditors typically have those rights under the code's
Chapter 11, which is used by companies to try to stay in business
and reorganize.

Public officials' fear of alienating the bond market may be
bondholders' most powerful tool, said Jim Spiotto, a bankruptcy
attorney with Chapman & Cutler LLP in Chicago who helped write a
book about municipalities in financial distress.

"You have to take into consideration what happens if you increase
the risk perspective in the financial markets," Mr. Spiotto said.
Cutting bond debt today may "increase the cost of borrowing in the
future."

                    Aug. 9 Challenge Deadline

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Stockton, California, have until Aug. 9
to decide whether to challenge the city's eligibility for being in
Chapter 9 bankruptcy.  The bankruptcy judge in Sacramento set the
deadline at a July 6 hearing.  The bankruptcy judge said he will
place restrictions on the release of details about mediation that
the city and creditors conducted before bankruptcy.

                      About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of $500
million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., at
Orrick, Herrington & Sutcliffe LLP.  The petition was signed by
Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Calif. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008.  It
estimated $500 million to $1 billion in assets and $100 million to
$500 million in debts in its petition.  In August 2011, Vallejo
was given green light to exit the municipal reorganization.   The
Chapter 9 plan restructures $50 million of publicly held debt
secured by leases on public buildings.  Although the Plan doesn't
affect pensions, it adjusts the claims and benefits of current and
former city employees.  Bankruptcy Judge Michael McManus released
Vallejo from bankruptcy on Nov. 1, 2011.


SWIFT AIR: Lack of Funding Forced Chapter 11
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Swift Air LLC, a charter airline providing service
for seven professional sport teams, filed a petition for Chapter
11 protection, when it was unable to arrange a $5 million loan to
cover the slow period from April into September when the sports
teams aren't playing.  The Federal Aviation Administration is yet
to give authorization to lease two more to be flown under contract
with Saipan Air Inc.

Swift Air, LLC, filed a Chapter 11 petition in its home-town in
Phoenix (Bankr. D. Ariz. Case No. 12-14362) on June 27, 2012.
Michael W. Carmel, Esq., at Michael W. Carmel, Ltd., serves as
counsel.  The Debtor estimated assets of under $1 million and
debts exceeding $10 million.


T BANCSHARES: Incurred $528,000 Net Income in First Quarter
-----------------------------------------------------------
T Bancshares, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $528,000 on $1.23 million of net interest
income (before provision for loan losses) for the three months
ended March 31, 2012, compared with a net loss of $1.83 million on
$1.24 million of net interest income (before provision for loan
losses) for the same period last year.

The Company's balance sheet at March 31, 2012, showed
$115.80 million in total assets, $100.59 million in total
liabilities, and stockholders' equity of $15.21 million.

In 2010, the Bank was informed by the Office of the Comptroller of
the Currency that the Comptroller intended to institute an
enforcement action for alleged violations of the Federal Trade
Commission Act in connection with certain merchants and a payment
processor that were Bank customers between Sept. 1, 2006, and
Aug. 27, 2007.  The Comptroller proposed that the Bank enter into
a formal agreement with the Comptroller (the "Agreement").  To
avoid the expense, delay, and uncertainty related to potential
litigation with its primary regulator, the Bank negotiated a
settlement with the Comptroller.  Accordingly, on April 15, 2010,
the Bank executed the Agreement, neither admitting nor denying the
Comptroller's findings, which among other provisions required the
Bank to reimburse eligible consumers for charges made by the
merchants to the eligible consumers.  On Oct. 28, 2011, the
Comptroller concurred that the Bank had fulfilled this obligation.
The Agreement also contains the general terms outlined as follows:

  -- require the Bank to establish a capital plan which, among
other provisions, details the Banks plan to achieve tier 1 capital
ratio of 9% and total risk based capital ratio of 11.5%;

  -- require the Bank to develop a written program designed to
reduce the level of criticized assets;  
   
  -- require the Bank to develop and implement an asset liquidity
enhancement plan designed to increase the amount of asset
liquidity maintained by the Bank, including a loan to deposit
ratio of 85%; and

  -- require the Bank to develop a written profit plan to improve
and sustain the earnings of the Bank.  
            
The Bank submitted required capital, liquidity enhancement, and
profit plans, as well as a written program to reduce criticized
assets to the Comptroller in accordance with the requirements of
the Agreement.  Although the Comptroller believed the plans were
reasonable and did not object to the plans and program as
submitted, there is no assurance that the Bank will be able to
comply with all of the remaining requirements of the Agreement.

Although as of March 31, 2012, the Bank's capital ratios exceeded
the requirements set forth in the Agreement, there is no assurance
the Bank will continue to meet those requirements in the future.
To be categorized as well capitalized under prompt corrective
action provisions, the Bank must maintain minimum total risk-
based, tier 1 risk-based, and tier 1 leverage ratios.  However,
regardless of the Bank's capital position, the requirement in the
Agreement to meet and maintain a specific capital level means that
the Bank may not be deemed to be well capitalized under regulatory
requirements as of March 31, 2012.  The capital ratios required by
the Agreement are 11.5% total capital to risk weighted assets and
9.00% tier 1 capital to average assets.  As of March 31, 2012, the
Bank's total capital to risk weighted assets ratio was 17.43%.
The Bank's tier 1 capital to average assets ratio was 14.15%.
Both ratios exceed the requirements set forth in the Agreement.
If the Bank fails to meet the minimum capital requirements set
forth in the Agreement, the Comptroller may provide written notice
that the Bank's capital is materially deficient.  Should that
occur, the Bank would have 60 days to submit a capital contingency
plan to the Comptroller for review.

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

                       http://is.gd/PCy8MX

T Bancshares, Inc., is a bank holding company headquartered in
Dallas, Texas, offering a broad array of banking services through
T Bank, N.A.  The Company's principal markets include North
Dallas, Addison, Plano, Frisco, Southlake and the neighboring
Texas communities.


TANNIN INC: SE Property Says Plan Fails Liquidation Test
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Alabama
continued until July 24, 2012, at 8:30 a.m., the hearing to
consider the confirmation of Tannin, Inc.'s Amended Plan of
Reorganization.

At the hearing, the Court will also consider the objection of
creditor SE Property Holdings, LLC, as successor by merger to
Vision Bank, a secured creditor in the Debtor's case, well as a
possible unsecured creditor, depending on the Court's valuation of
the subject property at issue.

SEPH objects to the confirmation of the Amended Plan dated April
30, 2012, because, among other things:

   1. the Debtor's proposal of providing SEPH with partial dirt
      for total debt is improper -- the Court has not valued the
      subject collateral as of the filing of the objection, and
      the Debtor's expert has not been deposed, though the parties
      are working to schedule that deposition prior to the July
      24, 2012, confirmation hearing;

   2. the Debtor's Plan is filed in bad faith; and

   3. the Debtor's Plan does not satisfy the liquidation test --
      SEPH will not receive or retain under the Plan on account of
      its claim, property of a value, as of the effective date of
      the Plan, that is not less than SEPH would receive or retain
      if the Debtor were liquidated under Chapter 7.

                             The Plan

According to the Amended Disclosure Statement, the Debtor will
convey the West 21 to Vision bank in full and final satisfaction
of its debt.  The Debtor will convey Lots 8 and 10 of Phase V to
First Federal Bank in satisfaction of its secured claim.  First
Federal's deficiency claim will be limited to $100,000 and treated
as an unsecured claim.

The Debtor intends to make payments to secured creditors from the
proceeds of sales of lots.

The Debtor will pay the Baldwin County Revenue Commission and the
IRS each such creditor's unsecured priority claim, plus any
applicable statutory interest, in equal monthly installments over
a period of 12 consecutive months.

Finally, the Debtor will pay its unsecured creditors 100% of their
respective allowed claims, without interest, in 12 quarterly
payments.

The Debtor will make the unsecured payments from proceeds of sales
of lots.  Shareholder George Gounares will retain his stock in the
Debtor.

A full-text copy of the Amended Plan is available for free at
http://bankrupt.com/misc/TANNIN_INC_ds_1amended.pdf

                        About Tannin, Inc.

Orange Beach, Alabama-based Tannin, Inc., filed for Chapter 11
protection (Bankr. S.D. Ala. Case No. 12-00593) on Feb. 20, 2012.
Alexandra K. Garrett, Esq., and Lawrence B. Voit, Esq., at Silver,
Voit & Thompson represents the Debtor in its restructuring effort.
The Debtor has scheduled assets of $54,396,740 and scheduled
liabilities at $2,379,421.

The petition was signed by George A. Gounares, president.


TEARLAB CORP: Had $9.1 Million Net Loss in First Quarter
--------------------------------------------------------
TearLab Corp. filed its quarterly report on Form 10-Q, reporting a
net loss of $9.10 million on 422,000 of revenue for the three
months ended March 31, 2012, compared with a net loss of
$1.67 million on $824,000 of revenue for the comparable period of
2011.

The Company's balance sheet at March 31, 2012, showed
$11.74 million in total assets, $9.37 million in total current
liabilities, and stockholders' equity of $2.37 million.

As reported in the TCR on April 9, 2012, Ernst & Young LLP, in San
Diego, California, expressed substantial doubt about TearLab's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that of the Company's recurring losses
from operations and working capital deficit.

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

                       http://is.gd/HLm5Hk

TearLab Corp. is an in-vitro diagnostic company based in San
Diego, California.  The Company is commercializing a proprietary
tear testing platform, the TearLab(R) Osmolarity System that
enables eye care practitioners to test for highly sensitive and
specific biomarkers using nanoliters of tear film at the point-of-
care.




TSC GLOBAL: Chapter 7 Trustee Liquidating Assets
------------------------------------------------
A Chapter 7 trustee is liquidating assets of TSC Global, LLC, in
order to raise funds to pay creditors, as a result of a May 8,
2012 order by Judge Kevin Gross.  The Debtors sought the
conversion of their Chapter 11 cases to Chapter 7 due to the
administrative insolvency of their estates.  The month before, the
sought for a voluntary dismissal but the request was met with
opposition by stakeholders.

                         About TSC Global

Charlotte, North Carolina-based TSC Global, LLC, aka Monomoy
Holdings III, LLC, and 10 affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 12-10505) on
Feb. 13, 2012, in order to deleverage their capital structure and
restructure operations.  TSC Global estimated $10 million to $50
million in assets and liabilities as of the Chapter 11 filing.

TSC claimed to be a leading distributor of consumer brand products
to America's top retailers, travel centers and convenience stores.

The Debtors tapped McDonald Hopkins LLC as restructuring counsel,
Polsinelli Shugart PC as Delaware local counsel; Realization
Services, Inc., as financial and restructuring advisors, and
Livingston Partners LLC as investment bankers.


TYCON REALTY: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tycon Realty, LLC
        3401 Urbana Pike
        Frederick, MD 21704

Bankruptcy Case No.: 12-22545

Chapter 11 Petition Date: July 5, 2012

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Craig Lawrence Holcomb, Esq.
                  HOLCOMB & STRAILE, LLC
                  P.O. Box 7327
                  Gaithersburg, MD 20898
                  Tel: (301) 656-5594
                  E-mail: craig.holcomb@handslawllc.com

Estimated Assets: $500,001 to $1,000,000

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/mdb12-22545.pdf

The petition was signed by Kevin F. Dolan, president.


ULURU INC: Had $843,400 Net Loss in First Quarter
-------------------------------------------------
ULURU Inc. filed its quarterly report on Form 10-Q, reporting
a net loss of $843,409 on $60,005 of revenues for the three months
ended March 31, 2012, compared with a net loss of $1.16 million on
$75,171 of revenues for the same period of 2011.

The Company's balance sheet at March 31, 2012, showed
$6.83 million in total assets, $3.11 million in total liabilities,
and stockholders' equity of $3.72 million.

Lane Gorman Trubitt, PLLC, in Dallas, Texas, expressed substantial
doubt about ULURU's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered recurring losses from operations, negative cash flows
from operating activities and is dependent upon raising additional
funds from strategic transactions, sales of equity, and/or
issuance of debt.  "The Company's ability to consummate such
transactions is uncertain."

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

                       http://is.gd/uC9nYZ

Addison, Texas-based ULURU Inc. is a diversified specialty
pharmaceutical company committed to developing and commercializing
a broad range of innovative wound care and muco-adhesive film
products based on its patented Nanoflex(R) and OraDisc(TM) drug
delivery technologies, with the goal of improving outcomes for
patients, health care professionals, and health care payers.


VELO HOLDINGS: Trulia Inc. Out as Committee Member
--------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, served an amended
list of members of the Official Committee of Unsecured Creditors
in the Chapter 11 cases of Velo Holdings Inc., et al., to reflect
the replacement of Trulia, Inc., with Amy Glass.

The Committee now comprises of:

      1. TransUnion Interactive, Inc.
         Attn: Richard S. Siegel, general counsel
         555 West Adams Street
         Chicago, IL 60661
         Tel: (312) 985-2373
         Fax: (312) 466-6815

      2. One Technologies, L.P.
         Attn: Fred Loeber, general counsel
         8144 Walnut Hill Lane, Suite 600
         Dallas, TX 75231
         Tel: (469) 916-1700
         Fax: (469) 916-1707

      3. Amy Glass
         1013 Trenton Place
         Wilmington, DE 19801
         Tel: (302) 521-1444

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


VENOCO INC: S&P Keeps 'B' Corp. Credit Rating on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said it is keeping its ratings
on Denver-based Venoco Inc., including the 'B' corporate credit
rating, on CreditWatch with negative implications, where it placed
them on Jan. 18, 2012.

Standard & Poor's placed its ratings on Venoco on CreditWatch
negative following the announcement that the company had entered
into a definitive merger agreement under which its chairman and
CEO, Tim Marquez, would acquire the company through a wholly owned
entity, Denver Parent Corp. (unrated).

The announcement followed a five-month evaluation of the proposal
by a special committee of Venoco's board of directors, which
concluded that Marquez's proposal was in the best interests of the
public shareholders.

Venoco extended the deadline until July 20 for its CEO to arrange
financing for the propose buyout.  The total purchase price is
about $1.45 billion, including the assumption of $685 million in
debt.

Marquez, along with affiliated trusts and foundations, currently
owns 50.3% of Venoco's common shares outstanding, which, if the
deal is approved, will be reinvested into Denver Parent.

Consequently, Denver Parent will have to raise about $385 million
to $400 million to fund the buyout, including fees and expenses.

"If the buyout is funded with equity, there would be minimal
impact to our leverage ratios," said Standard & Poor's credit
analyst Ben Tsocanos.

"However, if the deal is funded with 50% or more debt, as we
expect, debt-to-EBITDAX could exceed 5x at the end of 2012, which
is above our expectations for the current rating. We believe the
financing will include some portion of debt," Mr. Tsocanos said.

"Although covenants on Venoco's existing credit facility require
the company to maintain leverage below 4x, we believe a new or
amended facility could be put in place following the capital
restructuring," Mr. Tsocanos said.

"The buyout proposal has received the required shareholder
approval (a majority of the remaining 49.7% shareholders voted in
favor). It is subject to customary regulatory approvals and a
financing condition. Assuming the required approvals are received,
we expect closing to occur shortly after acceptable financing is
obtained," Mr. Tsocanos said.

"Depending on how the buyout proposal is ultimately structured, we
could lower the corporate and issue-level ratings if leverage
exceeds 5x," Mr. Tsocanos said.

Standard & Poor's intends to resolve the CreditWatch listing once
it obtains details regarding financing of the buyout deal, likely
by the end of July 2012.


VISTEON CORP: Moody's Affirms B1 Corp Family Rating; Outlook Neg
----------------------------------------------------------------
Moody's Investors Service affirmed Visteon Corporation's Corporate
Family and Probability of Default Rating at B1, following the
company's announcement of its tender offer to acquire the
remaining 30% of the public shares of its Korean affiliate, Halla
Climate Control Corp. (HCC), that it does not already own for
KRW913 billion (US$805 million) in cash. The rating outlook for
Visteon is stable(m). The company's Speculative Grade Liquidity
rating was affirmed at SGL-3.

The rating agency noted that if the financing of the transaction
is completed as currently contemplated, it would result in the
company's existing rated debt being structurally subordinate to
new debt used to fund the purchase of the HCC shares. Depending on
the outcome of the tender for the HCC shares, this could result in
a downgrade of the current B2 rating assigned to Visteon's $500
million senior unsecured note by no more than one rating notch.
Accordingly, the rating outlook for that instrument is negative.

The following ratings were affirmed:

Visteon Corporation:

Corporate Family Rating, at B1;

Probability of Default, at B1;

Speculative Grade Liquidity Assessment, at SGL-3;

B2 (LGD4, 60%), for the $500 million guaranteed senior unsecured
note

The asset based revolving credit facility is not rated by Moody's.

Ratings Rationale

The affirmation of Visteon's B1 Corporate Family Rating reflects
Moody's view that benefits of complete ownership of HCC, combined
with Moody's expectation of continued improvement in Visteon's
operating performance, offset the initial debt burden and interest
costs associated with the US$815 million bridge loan incurred to
finance the tender offer. Through the complete ownership of HCC,
Visteon will benefit from the elimination of minority interest
expense associated with the shares it does not own and from the
opportunity to implement operating improvements within the
combined group. Visteon hopes to achieve approximately $20 million
of operational and tax synergies in the first year following
completion of the transaction. Although the amount of the initial
bridge loan is sizeable in relation to Visteon's existing funded
debt, it is expected that the company will use cash at HCC to pay
down a portion of the bridge financing following completion of the
transaction.

The bridge loan is the direct obligation of a Korean affiliate of
Visteon and is funded through the local Korean market. Upon 100%
ownership of HCC shares, the remaining balance of the bridge loan
is expected to be refinanced with longer-term debt and Visteon has
indicated that it has received a commitment for the permanent
financing. Pro forma for the acquisition debt, Moody's estimates
the company's LTM March 31, 2012 debt/EBITDA to be about 3.0x.
While pro forma interest coverage for the LTM March 31, 2012
period will be weakened to about 2.0x, Moody's expects this
coverage to improve over the intermediate term as cash flow at HCC
is used to pay down debt.

The rating outlook is stable(m), reflecting the potential for
increased control of HCC to benefit Visteon's overall performance
and the expectation that Visteon will maintain strong financial
metrics and a sound liquidity profile. The change in the outlook
of Visteon's B2 rated senior unsecured notes to negative
incorporates Moody's view that the additional debt within
Visteon's Korean operations used to fund the tender offer will
further structurally subordinate the company's U.S. senior
unsecured notes to debt at foreign entities. For 2011, North
America represented only 16% of Visteon's consolidated sales. If
the acquisition financing is completed as currently contemplated,
the rating of the senior unsecured notes will likely be lowered by
one notch to reflect this structural subordination even though the
assessment of Visteon's overall credit profile remains consistent
with the B1 assigned Corporate Family Rating.

Visteon's competitive market positions in its automotive climate
control and interiors businesses is expected to continue to
benefit from over $1 billion of new business wins achieved in
fiscal 2011 and the company's geographic diversity, with Asia
representing 42% of fiscal 2011 revenues and North America
representing 16%. This diversity will help offset regional
economic uncertainty due to growing macro-economic pressures,
particularly in Europe (36% of revenues). While customer
concentrations are high (Hyundai/Kia and Ford, representing 31%
and 27% of 2011 revenues, respectively), these customers are
building popular platforms and are well positioned for growth.

Visteon is anticipated to have an adequate liquidity profile over
the next twelve months supported by cash balances and availability
under the asset-based revolving credit facility. Unrestricted cash
balances as of March 31, 2012 were approximately $694 million.
Cash balances will also be bolstered by the net proceeds from the
announced sale of the company's lighting business and corporate
center. As of March 31, 2012, the $220 million asset-based
revolver had no cash drawings and was completely available.
Concurrent with the tender offer, the commitment of the asset-
based revolver was reduced to $175 million. While modest in size,
the facility is expected to be largely undrawn over the near term.
Visteon's free cash flow generation is expected to improve over
the intermediate term as previous capital expenditures to support
higher revenues moderate. The asset-based revolving credit
facility does not have financial covenants. Alternate liquidity is
limited by debt incurrence covenants under the credit facilities.

Consideration for a higher outlook or rating would require
continued operating performance improvement supporting
EBIT/interest above 3.0x and sustaining Debt/EBITDA at about 2.5x.
Sustaining positive free cash flow generation would also be a
consideration for potential positive rating action.

Developments that could lead to lower outlook or ratings include
deterioration in automotive industry conditions that are not
offset by cost saving actions resulting in EBIT/interest sustained
below 2.5x or Debt/EBITDA sustained above 3.5x. Deteriorating
liquidity could also lead to a lower outlook or rating.

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

Visteon, headquartered in Van Buren Township, Michigan, is a
leading global automotive supplier that designs, engineers and
manufactures innovative climate, electronic, interior and lighting
products for vehicle manufacturers. The company has facilities in
26 countries and employs approximately 26,000 people. Revenues for
the year ending December 31, 2011 were approximately $8.0 billion.


VISTEON CORP: S&P Keeps 'B+' Corp. Credit Rating After Halla Deal
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Van
Buren Township, Mich.-based Visteon Corp., including its 'B+'
corporate credit rating. The outlook is stable.

The pending Halla transaction will add an estimated $800 million
of debt, raising our estimate of debt-to-EBITDA to a peak of about
2.5x compared with 1.5x for the 12 months ended March 31, 2012.

"We assume Visteon will begin reducing debt when the transaction
closes; it will use excess cash flow to amortize significant
amounts of the debt in two to three years," S&P said.

"Visteon's interiors business remains a candidate for some form of
divestiture," said Standard & Poor's credit analyst Robert Schulz.

"The company noted the well-publicized prospective weakness in
European automotive production as one reason for terminating the
proposed interiors sale, but we expect the company will continue
to work toward a transaction or series of transactions to divest
this noncore segment," S&P said

"We view the company's financial profile as still consistent with
the 'B+' rating, although the company now has less cushion for
underperformance. We previously stated that we could lower the
rating if the cumulative effect of various potential strategic
shifts appeared likely to hinder prospects for positive cash flow
or leverage that would consistently exceed 2.5x," S&P said.

"The ratings on Visteon reflect our expectation that the company
will continue its recent operating performance, including
maintaining EBITDA margins in the  upper single-digit area. We
also assume Visteon's debt-to-EBITDA will decline back towards 2x
from a peak of 2.5x following the Halla transaction," S&P said.

"Our stable outlook reflects our belief that the company can
generate positive discretionary cash flow over time, achieve
EBITDA margins in the high single digits, and retain about $600
million in cash. We estimate that revenues will likely decline
because of asset sales, and that EBITDA margins will be about 9%.
We assume leverage will peak about 2.5x after the Halla
transaction and that Visteon will begin reducing debt when the
transaction closes," S&P said.

"We believe the company and the board continues to consider
alternatives to dispose of the interiors business. Still, so far
at least, we do not believe these actions point to an intention to
increase financial leverage. We would review this assumption if
specific actions indicated otherwise," S&P said.


VOLKSWAGEN-SPRINGFIELD: Taps Marcher as Financial Consultant
------------------------------------------------------------
Volkswagen-Springfield, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of Virginia for permission to employ Marcher
Consultants, Inc., as its financial consultant.

Marcher will, among other things:

   -- analyze the Debtor's prepetition financial performance;

   -- prepare for and testify in Court regarding cash
      collateral issues and related matters; and

   -- assist the Debtor in complying with its administrative
      responsibilities, as preparing schedules and statements of
      financial affairs.

The Debtor intends to compensate Marcher at the maximum rate of
$250 per hour, subject to review by the Court.

Marcher received a retainer in the amount of $25,000.  The
retainer was paid by the Debtor through Wiley Rein LLP.  As of the
Petition Date, $9,025 of the retainer had been applied to
prepetition services, leaving $15,975 available to apply towards
postpetition services.

To the best of the Debtor's knowledge, Marcher does not hold or
represent any interest adverse to the estate of the Debtor.

                   About Volkswagen-Springfield

Springfield, Virginia-based Volkswagen-Springfield, Inc., filed a
Chapter 11 petition (Bankr. E.D. Va. Case No. 12-12905) in
Alexandria on May 7, 2012.  The Debtor operates one of the largest
Volkswagen franchised dealerships in the Mid-Atlantic region.  The
Debtor estimated assets and debts of $10 million to $50 million as
of the Chapter 11 filing.

Judge Robert G. Mayer oversees the case.  The Debtor is
represented by Dylan G. Trache, Esq., and John T. Farnum, Esq., at
Wiley Rein LLP, in McLean, Virginia.

Pursuant to recent default notices, Branch Banking and Trust
Company has asserted that it is owed $19.6 million.  Jonathan L.
Hauser, Esq., at Troutman Sanders LLP, represents BB&T.

No creditors' committee has yet been appointed in the case.


VOLKSWAGEN-SPRINGFIELD: Opposes Relief of Stay for BB&T
-------------------------------------------------------
Volkswagen-Springfield, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of Virginia to deny Branch Banking and Trust
Company's motion for relief from stay.

BB&T has asked the Court to modify the automatic stay provided for
by the provisions of the Bankruptcy Code.

BB&T is the Debtor's primary prepetition lender.  BB&T asserts
that its position is secured by substantially all of the assets of
the Debtor well as non-Debtor assets of the Debtor's principal.
BB&T claims that it is owed approximately $18 million exclusive of
professional fees and expenses.

The Debtor explains that, among other things:

   -- BB&T is adequately protected and there is no cause to grant
      relief from the stay; and

   -- the Debtor has equity in the collateral property and the
      collateral property is necessary for an effective
      reorganization.

                  About Volkswagen-Springfield

Springfield, Virginia-based Volkswagen-Springfield, Inc., filed a
Chapter 11 petition (Bankr. E.D. Va. Case No. 12-12905) in
Alexandria on May 7, 2012.  The Debtor operates one of the largest
Volkswagen franchised dealerships in the Mid-Atlantic region.  The
Debtor estimated assets and debts of $10 million to $50 million as
of the Chapter 11 filing.

Judge Robert G. Mayer oversees the case.  The Debtor is
represented by Dylan G. Trache, Esq., and John T. Farnum, Esq., at
Wiley Rein LLP, in McLean, Virginia.

Pursuant to recent default notices, Branch Banking and Trust
Company has asserted that it is owed $19.6 million.  Jonathan L.
Hauser, Esq., at Troutman Sanders LLP, represents BB&T.

No creditors' committee has yet been appointed in the case.


W.R. GRACE: Completes Chemical Admixture Acquisition
----------------------------------------------------
W. R. Grace & Co. has acquired Rheoset Industria e Comercio de
Aditivos Ltda. ("Rheoset").  Rheoset is a leading manufacturer of
concrete admixtures in Brazil.  Financial terms of the transaction
were not disclosed.

Rheoset specializes in quality concrete admixtures based on
proprietary, value-added concrete technologies that enhance the
performance of concrete and contribute to higher quality, longer
lasting structures.  These technologies help customers across the
value chain achieve efficient production and enhanced
productivity.  This acquisition adds manufacturing capacity at Rio
de Janeiro and Recife, complementing Grace's existing operations
at Sorocaba and Bahia.

"Rheoset's product lines are highly complementary to Grace's
concrete admixture product and technology portfolio," said Craig
Merrill, Vice President and General Manager, Americas for Grace
Construction Products, a business segment of Grace.  "The
acquisition will accelerate the pace of product and technology
development, enabling the more rapid creation of new customer
solutions and new value in this segment."

Andrew Bonham, President of Grace Construction Products adds,
"This acquisition is part of Grace's strategy of growth in high
margin segments, investing in manufacturing capacity to serve
emerging regions, and extending the Grace brand in our core
business segments."

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WALTER ENERGY: S&P Alters Outlook to Negative; Keeps 'BB-' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Walter
Energy Inc. to negative from stable.

"At the same time, we affirmed our ratings on the company,
including the 'BB-' corporate credit rating.  "The outlook
revision reflects our view that metallurgical (met) coal prices
remain under pressure -- partly because of slower steel production
overseas," said Standard & Poor's credit analyst Marie Shmaruk.

"As a consequence, Walter Energy is likely to post weaker profits
than we had previously anticipated with a slimmer cushion under
certain financial covenants.  Our corporate credit rating on
Walter Energy reflects our opinion of the company's business risk
as "weak" and its financial risk as "significant," S&P said.

Key risks include difficult mining conditions at the company's
Southern Appalachian mines, the volatile nature of met coal sales
and prices, and elevated debt related to the company's acquisition
of Western Coal Corp. in 2011.

"Adequate liquidity, Walter Energy's high-quality met coal
reserves, and our view that production costs will improve as
operating issues at its Alabama mines are resolved somewhat offset
these factors.  We expect Walter Energy to generate $700 million
to $800 million of EBITDA in 2012, down from our previous estimate
of $800 million to $900 million. This implies leverage near or
above 3.5x (after pension and other adjustments). Our new baseline
scenario reflects our expectation for prices for high-quality met
coal to remain around the current benchmark ($200 to $220 per
metric ton) and  for the company's costs (which were operating
issues at the company's Alabama  mines in 2011 forced up) to
moderate somewhat but remain high over the next  couple of
quarters," S&P said.

Management recently affirmed its met coal production guidance
(between 11.5 million and 13 million metric tons in 2012).

However, the company also guided toward lower prices in the second
quarter (based on previously priced contracts) and flat costs
(quarter over quarter).

"That said, we do expect met coal prices to improve over the
medium-to-longer term and for Walter Energy's production costs to
improve, as operating issues in Alabama are resolved and  as
operations in Canada ramp up," S&P said.

Walter Energy is a midsize coal producer but one of the largest
miners focused almost exclusively on met coal. The company
possesses high-quality met coal reserves and has benefited during
the past year from favorable met coal prices. Nonetheless, demand
and pricing for met coal has historically been volatile since it's
tied to steel production at integrated steel mills, which is
highly cyclical.

Adding to the price volatility is that prices are now contracted
quarterly, as opposed to annually in the past.

"The negative outlook acknowledges the currently weak pricing
environment for met coal and reflects the likelihood that EBITDA
will be lower than we had previously assumed, with slimmer-than-
expected cushion under financial covenants. Our baseline
assumption is for $700 million to $800 million of EBITDA in 2012
with leverage at or above 3x.  We would lower our rating if
leverage climbs and holds above 4x (with pension and other
adjustments). This could occur if met coal prices drop further and
Walter Energy experiences additional operating challenges that
increase its production costs," S&P said.

"It is our expectation that the company would successfully
negotiate covenant relief under this downside scenario.  An
upgrade is unlikely in the current operating environment but we
would revise our outlook to stable if met coal prices recover
later in 2012 and Walter Energy's production costs improve such
that leverage drops near or  below 3x EBITDA. This could occur if
the company hits its 11.5 million to 13.0 million metric ton
production guidance, prices for high-quality met coal top $220 per
metric ton, and production costs fall closer to $100 per ton," S&P
said.


WARNER SPRINGS: Amends Schedules of Assets and Liabilities
----------------------------------------------------------
Warner Springs Ranchowners Association filed with the U.S.
Bankruptcy Court for the Southern District of California amended
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $11,275,000
  B. Personal Property             $2,804,894
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $14,525
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,451,551
                                 -----------      -----------
        TOTAL                    $14,079,894       $1,466,076

The Debtor disclosed in the previous iteration of the schedules
total assets of $13,060,419 and total liabilities of $454,060.

                 About Warner Springs Ranchowners

Based in Warner Springs, California, Warner Springs Ranchowners
Association dba Warner Springs Ranch filed for Chapter 11
protection (Bankr. S.D. Calif. Case No. 12-03031) on March 1,
2012.  Judge Louise DeCarl Adler presides over the case.  Daniel
Silva, Esq., and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP,
represent the Debtor.  The Debtor scheduled assets of $13.06
million and debts of $454,000 as of the Chapter 11 filing.


WARNER SPRINGS: Pala Band Cries Mismanagement, Wants Chapter 7
--------------------------------------------------------------
Party-in-interest, Pala Band of Mission Indians, a federally
recognized Indian Tribal Entity, asks the U.S. Bankruptcy Court
for the Southern District of California to convert the Chapter 11
case of Warner Springs Ranchowners Association to one under
Chapter 7 the Bankruptcy Code, or, in the alternative, to appoint
a trustee in the case.

According to Pala, among other things:

   a) there is a substantial or continuing loss to or diminution
      of the estate and the absence of a reasonable likelihood of
      rehabilitation;

   b) there is gross mismanagement of the estate;

   c) the Debtor failed to comply with orders and rules of the
      court;  and

   d) there is unexcused failure to satisfy timely any filing or
      reporting requirement established by this title or by any
      rule applicable to the case.

         About Warner Springs Ranchowners Association

Based in Warner Springs, California, Warner Springs Ranchowners
Association dba Warner Springs Ranch filed for Chapter 11
protection (Bankr. S.D. Calif. Case No. 12-03031) on March 1,
2012.  Judge Louise DeCarl Adler presides over the case.  Daniel
Silva, Esq., and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP,
represent the Debtor.  The Debtor's amended schedules disclosed
$14,079,894 in assets and $1,466,076 in liabilities as of the
Chapter 11 filing.


WEST END: Defending Trustee Motion Is No Disqualification
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Stuart M. Bernstein ruled last
week that there is no per se rule saying that opposition to a
motion for appointment of a Chapter 11 trustee, even if
unsuccessful, isn't compensable.

According to the report, even if a bankrupt company's lawyer loses
a motion for appointment of a Chapter 11 trustee, Judge Bernstein
said that opposition does not "ipso facto" show that the lawyer is
representing the interests of management in violation of
"fiduciary duties owed to the debtor."

Judge Bernstein, the report relates, said that a bankrupt
company's lawyers are "certainly not required to 'roll over'
simply because the U.S. Trustee and the SEC" seek a trustee. The
judge rejected the government's argument that opposing a trustee
disqualified the lawyer from representing the company. If that
were the case, Judge Bernstein said, a company's lawyer would be
disqualified in "every instance in which a debtor and its counsel
oppose a motion to appoint a Chapter 11 trustee."


WIZZARD WORLD: Had $303,900 Net Loss in First Quarter
-----------------------------------------------------
Wizzard World, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $303,903 on $520,155 of convention revenue
for the three months ended March 31, 2012, compared with net
income of $573,124 on $536,656 of convention revenue for the same
period of 2011.

Loss from operations for the three months ended March 31, 2012,
was $355,024 as compared to a loss of $1.02 million for the three
months ended March 31, 2011.

Other income (expense) for the three months ended March 31, 2012,
was $51,121, as compared to $1.59 million for the three months
ended March 31, 2011.  The decrease is primarily attributable to
the company realizing a gain on fair market value -- derivative
liability in the amount of $1.41 million during the three months
ended March 31, 2011, as compared to a $225,778 gain during the
three months ended March 31, 2012.

The Company's balance sheet at March 31, 2012, showed
$1.44 million in total assets, $4.67 million in total liabilities,
and a stockholders' deficit of $3.23 million.

Li & Company, PC, in Skillman, New Jersey, expressed substantial
doubt about Wizzard World'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
had an accumulated deficit and had a net loss and net cash used in
operating activities for the year then ended.

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

                       http://is.gd/FUp3yN

Wizzard World, Inc., is a producer of pop culture and multimedia
conventions ("Comic Cons") across North America that markets
movies, TV shows, video games, technology, toys, social
networking/gaming platforms, comic books and graphic novels.
These Comic Cons provide sales, marketing, promotions, public
relations, advertising and sponsorship opportunities for
entertainment companies, toy companies, gaming companies,
publishing companies, marketers, corporate sponsors and retailers.


WIZZARD SOFTWARE: Had $997,200 Net Loss in First Quarter
--------------------------------------------------------
Wizzard Software Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $997,230 on $1.86 million of revenue
for the three months ended March 31, 2012, compared with a net
loss of $606,759 on $1.57 million of revenue for the same period
last year.

The Company's balance sheet at March 31, 2012, showed
$14.57 million in total assets, $953,657 in total current
liabilities, and stockholders' equity of $13.61 million.

As reported in the TCR on April 5, 2012, Gregory & Associates,
LLC, in Salt Lake City, Utah, expressed substantial doubt about
Wizzard Software' ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company
has not yet established profitable operations and has incurred
significant losses since its inception.

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

                       http://is.gd/bOU7Bu

Pittsburgh, Pa.-based Wizzard Software Corporation's business
includes Media, Software and Healthcare.   Wizzard's core focus is
on its Media business, which consists of providing podcasting
hosting, distribution, audience analysis, advertising, content
subscriptions and App sales for podcast producers worldwide.  Its
legacy Software business focuses on selling and supporting speech
recognition and text-to-speech technology from IBM and AT&T.  Its
legacy Healthcare business focuses on providing home health
services and nurse staffing in the Western part of the United
States.


WOUND MANAGEMENT: Had $287,500 Net Income in First Quarter
----------------------------------------------------------
Wound Management Technologies, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $287,505 on $104,133 of
revenues for the three months ended March 31, 2012, compared with
a net loss of $4.48 million on $935,412 of revenues for the same
period of 2011.

"The increase in net income is the result of reduced costs related
to debt settlement and warrant expense and the decrease in the
fair value of the Company's derivative liabilities," the Company
said in the filing.

The Company's balance sheet at March 31, 2012, showed
$3.27 million in total assets, $6.90 million in total liabilities,
and a stockholders' deficit of $3.63 million.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, expressed
substantial doubt about Wound Management's ability to continue as
a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has incurred substantial losses and has a working capital
deficit.

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

                       http://is.gd/cVslPGb

Fort Worth, Texas-based Wound Management Technologies, Inc.,
markets and sells the patented CellerateRX(R) product in the
expanding advanced wound care market; particularly with respect to
diabetic wound applications.




WVSV HOLDINGS: Cooley, LLP OK'd to Handle Petition for Review
-------------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona authorized WVSV Holdings, LLC, to employ the
law firm Cooley, LLP, as special counsel for the purpose of
representing the Debtor in connection with a petition for review
to the Arizona Supreme Court.

Cooley is representing the Debtor on an hourly basis, ranging from
$135 to $1,160 per hour.

Stephen C. Neal, Esq., a partner at Cooley, 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 WVSV Holdings

W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant
land in Buckeye, Arizona, filed a petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in
Phoenix.  The Debtor claims that the three tracts of land planned
for "future development" are worth $120 million and secure $57.3
million in debt.  The Debtor scheduled $120.04 million in assets
and $57.35 million in liabilities.

West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe,
LLC, owns the remaining 25%.

Judge Redfield T. Baum, Sr., presides over the case.  Michael W.
Carmel, Esq., serves as the Debtor's counsel.  The petition was
signed by Lee Allen Johnson, manager of West Valley Ventures,
manager.

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


WVSV HOLDINGS: OK'd to Employ Land Advisors to Sell Property
------------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona authorized WVSV Holdings, LLC, to employ Land
Advisors Organization to sell approximately 13,260 acres of real
property located in Western Maricopa County on behalf of the
Debtor.

Land Advisors would be entitled to compensation of 4-1/2% of the
gross purchase price.

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

                        About WVSV Holdings

W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant
land in Buckeye, Arizona, filed a petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in
Phoenix.  The Debtor claims that the three tracts of land planned
for "future development" are worth $120 million and secure $57.3
million in debt.  The Debtor scheduled $120.04 million in assets
and $57.35 million in liabilities.

West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe,
LLC, owns the remaining 25%.

Judge Redfield T. Baum, Sr., presides over the case.  Michael W.
Carmel, Esq., serves as the Debtor's counsel.  The petition was
signed by Lee Allen Johnson, manager of West Valley Ventures,
manager.

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


* Automatic Stay No Protection for Trademark Violation
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Circuit Court of Appeals in Cincinnati ruled
on July 5 that filing bankruptcy does not prevent the bankrupt
from being sued outside of bankruptcy court for contempt of a
district court order enjoining trademark violations.  The case is
Powers v. Dominic's Restaurant of Dayton Inc., 10-33767, 6th U.S.
Circuit Court of Appeals (Cincinnati).


* Tax on Late-Filed Return Isn't Dischargeable
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Bankruptcy Appellate Panel in Denver joined the
U.S. Court of Appeals from New Orleans in ruling that a debt
reflected in a late-filed tax return isn't discharged in
bankruptcy under Section 523(a)(1)(B)(i) of the Bankruptcy Code.

The case, according to the report, involves a couple who failed to
file a federal tax return for 2001.  The Internal Revenue Service
assessed 2001 taxes in 2005.  The couple filed a form 1040 for
2001 in 2006. They filed Chapter 7 bankruptcy in 2011.  The
bankruptcy judge ruled that the 2001 tax debt wasn't discharged
under Section 523, and the appellate panel agreed in an opinion
written by U.S. Bankruptcy Judge Tom R. Cornish.

Judge Cornish, the report relates, reached the same conclusion as
the Fifth Circuit in New Orleans in an opinion in January in a
case named McCoy v. Mississippi State Tax Commission.  A tax
return filed after an IRS assessment "does not meet applicable
filing requirements" and bars the tax debt from discharge,
Cornish's opinion concludes.

The case is Wogoman v. Internal Revenue Service (In re Wogoman),
U.S. Bankruptcy Appellate Panel for the 10th Circuit
(Denver).


* Discharged Defendant Not Considered for Diversity
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a federal district judge in Louisville, Kentucky,
ruled that a bankrupt who received a discharge is only a nominal
defendant whose residence isn't to be taken into consideration
when deciding on diversity of citizenship jurisdiction.   The case
is Jackson v. Textron Inc., 12-154, U.S. District Court, Western
District of Kentucky (Louisville).


* S&P 2012 Global Default Tally Still at 39 as of July 4
--------------------------------------------------------
The 2012 global corporate default tally remains unchanged last
week at 39 issuers through July 4, said an article published
Thursday by Standard & Poor's Global Fixed Income Research.

This total is nearly double the default tally at this time last
year. By region, 23 of the 39 defaulters were based in the U.S.,
nine were in the emerging markets, five in Europe, and two in the
other developed region (Australia, Canada, Japan, and New
Zealand). In comparison, the 2011 total (through June 28) was 20:
12 defaulters in the U.S., two in the emerging markets, two in
Europe, and four in the other developed region.

So far this year, missed payments accounted for 13 defaults,
distressed exchanges accounted for eight, bankruptcy filings
accounted for six, and another eight defaulters were confidential.
The remaining four entities defaulted for various other reasons.
In 2011, 21 issuers defaulted because of missed interest or
principal payments, and 13 because of bankruptcy filings -- both
of which were among the top reasons for defaults in 2010.
Distressed exchanges -- another top reason for default in 2010 --
followed with 11 defaults in 2011.  Of the remaining defaults, two
issuers failed to finalize refinancing on bank loans, two were
subject to regulatory action, one had its banking license revoked
by its country's central bank, one was appointed a receiver, and
two were confidential.


* Montgomery Bank Failure Raises Year's Total to 32
---------------------------------------------------
Montgomery Bank & Trust of Ailey, Ga., was closed July 6, by the
Georgia Department of Banking and Finance, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Ameris Bank of Moultrie, Ga., to assume all of the
deposits of Montgomery Bank & Trust.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $75.2 million.

Montgomery Bank & Trust is the 32nd FDIC-insured institution to
fail in the nation this year, and the sixth in Georgia.

                      2012 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                Loss-Share
                                Transaction Party    FDIC Cost
                   Assets of    Bank That Assumed    to Insurance
                   Closed Bank  Deposits & Bought    Fund
  Closed Bank      (millions)   Certain Assets       (millions)
  -----------      -----------  -----------------    ------------
Montgomery Bank & Trust $173.6  Ameris Bank               $75.2

The Farmers Bank        $163.9  Clayton Bank and Trust    $28.3
Security Exchange Bank  $151.0  Fidelity Bank             $34.3
Putnam State Bank       $169.5  Harbor Community Bank     $37.4
Waccamaw Bank           $533.1  First Community Bank      $51.1
Farmers' and Traders'    $43.1  First State Bank           $8.9
First Capital Bank       $46.1  F & M Bank                 $5.6
Carolina Federal         $54.4  Bank of North Carolina    $15.2
Alabama Trust Bank       $51.6  Southern States Bank       $8.9
Security Bank, N.A.     $101.0  Banesco USA               $10.8
Plantation Federal      $486.4  First Federal Bank        $76.0
Inter Savings Bank      $473.0  Great Southern Bank      $117.5
Bank of the Est. Shore  $166.7  [No Acquirer]             $41.8
Palm Desert Nat'l       $125.8  Pacific Premier Bank      $20.1
HarVest Bank of Md.     $164.3  Sonabank                  $17.2
Fort Lee Federal         $51.9  Alma Bank                 $14.0
Fidelity Bank           $818.2  The Huntington Nat'l      $92.8
Premier Bank            $268.7  Int'l Bank of Chi.        $64.1
Covenant Bank            $95.7  Stearns Bank, N.A.        $31.5
New City Bank            $71.2  [No Acquirer]             $17.4
Global Commerce Bank    $143.7  Metro City Bank           $17.9
Central Bank of Georgia $278.9  Ameris Bank               $67.5
Home Savings of Amer.   $434.1  [No Acquirer]             $38.8
Charter National Bank    $93.9  Barrington Bank           $17.4
SCB Bank                $182.6  First Merchants Bank      $33.9
Patriot Bank            $111.3  First Resource Bank       $32.6
BankEast                $272.6  U.S. Bank N.A.            $75.6
Tennessee Commerce    $1,185.0  Republic Bank & Trust    $416.8
First Guaranty Bank     $377.9  CenterState Bank          $82.0
American Eagle           $19.6  Capital Bank, N.A.         $3.2
The First State Bank    $416.8  Hamilton State Bank      $416.8
Central Florida          $79.1  CenterState Bank          $24.4

In 2011 there were 92 failed banks, compared with 157 in 2010, 140
in 2009 and just 25 for 2008.

The failures in 2010 were the most since 1992, when 179
institutions were taken over by regulators.

A complete list of banks that failed since 2000 is available at:

http://www.fdic.gov/bank/individual/failed/banklist.html

                    813 Banks in Problem List

The FDIC's Quarterly Banking Profile for Dec. 31, 2011, says that
The number of institutions on the FDIC's "Problem List" declined
from 844 to 813 during the quarter, and total assets of "problem"
institutions fell from $339 billion to $319.4 billion.  The number
of institutions in the "problem list" has decreased for the third
consecutive quarter.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The deposit insurance fund, which protects customer holdings up to
$250,000 per account in the event of a failure, saw its balance
increase in the fourth quarter to $9.2 billion (unaudited) from
$7.8 billion in the third quarter, the eighth consecutive
quarterly increase.

               Problem Institutions        Failed Institutions
               --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2011              813      $319,432          92        $34,923
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* Commercial Bankruptcy Filings Fewest in Four Years
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the 4,620 commercial bankruptcies in June were the
fewest since January 2008, while bankruptcies of all types last
month were the third-fewest in two years.  Bankruptcies are
dropping fastest among wealthy individuals and larger companies
that file to reorganize or sell assets in Chapter 11, according to
data compiled from court records by Epiq Systems Inc.  Last
month's 718 Chapter 11 filings were the fewest since April 2008
and represented a 22% fall from May and a 28% contraction from
June 2011.

According to the report, the 99,000 total bankruptcies in June
were 5% fewer than May and 14% below June 2011. June's commercial
bankruptcies represented an 8.7% decline from May and a 26% plunge
from June 2011.  So far this year, there have been about 632,000
bankruptcies of all types.  If the pace continues for the
remainder of the year, total filings will come in about 8% below
the 1.38 million in 2011.

The report notes that last year, bankruptcies were 11.7% fewer
than the 1.56 million in 2010, the most bankruptcies since 2005.
Year to date, bankruptcies of all types declined in all 50
states.  The states with the most filings per capita were Nevada,
Tennessee and Georgia, the same order as in May, Epiq said.

The all-time record for bankruptcy was set in 2005 with 2.1
million. Americans that year were filing bankruptcy in advance
of new laws making it more difficult for individuals to cancel
debt. In the last two weeks before the law changed, 630,000
American sought bankruptcy protection.


* Mortgage Casualties Fall as Fewer Financial Institutions Fail
---------------------------------------------------------------
MortgageDaily.com said in a statement that the number of mortgage-
related businesses to fail or close down during the first six
months of this year is down by more than a quarter from the same
point in 2011.  Despite an increase in mortgage bankers to call it
quits, including some high-profile firms, fewer banks and credit
unions are failing.

During the second quarter, the demise of 25 mortgage-related
entities was tracked in the Mortgage Graveyard from Mortgage
Daily.

Casualties eased from the first quarter's 27. The decline was even
more substantial compared to the 37 tracked in the second-quarter
2011.

Compared to the first half of last year, the first-half 2012 total
was down 30 percent thanks to a more than one-third decline in
bank failures and a one-half reduction in the number of credit
unions to go down.

        Type          1st Half 2012  1st Half 2011
        ----          -------------  -------------
        Nonbanks         13             10
        Banks            31             48
        Credit Unions     8             16
        Total            52             74

But mortgage bankers to close their doors have grown by 30
percent.

Second-quarter non-bank casualties included Residential Capital
LLC, which was thrown into Chapter 11 Bankruptcy by parent Ally
Financial Inc.

Also ending operations was Saxon Mortgage Services Inc. after
parent Morgan Stanley sold the subsidiary's assets to Ocwen
Financial Corp.

Another high-profile retreat was MetLife Bank, which exited the
reverse mortgage sector.

Since the end of the second quarter, Montgomery Bank & Trust was
closed down by the Georgia Department of Banking and Finance.  The
failure of the Ailey, Ga., bank came less than two weeks after the
Department of Justice announced the indictment of one of the
bank's directors who is accused of embezzling $17 million and
hasn't been seen since reportedly telling acquaintances that he
planned to kill himself.

During the three months ended May 31, the Federal Deposit
Insurance Corp. and the Comptroller of the Currency issued a
combined 246 regulatory orders against banks, climbing from 221
orders issued in the three months ended Feb. 29. The increase
suggests that the third quarter could see an uptick in bank
failures.


* Weintraub Genshlea Merges With Weissmann Wolff
------------------------------------------------
Weintraub Genshlea Chediak Tobin & Tobin Law Corporation and
Weissmann Wolff Bergman Coleman Grodin LLP have jointly disclosed
the merger of their respective business and entertainment law
firms.

The combined firm, named Weintraub Tobin Chediak Coleman Grodin
Law Corporation, which will be known as Weintraub Tobin, will have
more than 70 attorneys in offices in Sacramento, San Francisco and
Los Angeles.  In addition to the expanded focus on entertainment
and its convergence with technology and finance, key practice
areas include corporate, banking, securities, employment,
litigation and dispute resolution, intellectual property, tax,
trusts and estate planning, real estate and bankruptcy.

"After our successful expansion in the San Francisco market with
the merger of Tobin & Tobin late last year, we turned our eyes
toward Los Angeles and found a firm that mirrors our culture and
complements our specialty practice areas," said Michael Kvarme,
Weintraub Tobin's managing shareholder.  "The combination with
Weissmann Wolff offers clients a fully integrated team of business
attorneys that are held in high esteem by the entertainment
industry.  In addition, with our expanded and solid presence
throughout California, we are large enough to offer superior depth
and breadth of expertise but small enough to enable efficiencies
and flexibility that ultimately benefit all clients."

"The combined capabilities and expanded services of the firm
benefit our clients in that we now have a larger geographical
reach and further depth in meeting all of their business needs.
The firm's outstanding attorneys offer a broad range of business
and litigation services that will ideally complement our
entertainment focus," said Marvin Gelfand, managing partner for
Weissmann Wolff.

The Los Angeles Office will continue to advise its entertainment
industry clients across film, television, animation, videogames,
digital media and publishing including Scholastic, Random House,
Warner Bros., NBC/Universal, Doug Liman (director:Mr. and Mrs.
Smith)(director:The Bourne Identity)(executive producer:Covert
Affairs)(executive producer:Suits), Jan DeBont
(director:Speed)(director:Twister), Diane Lane, Cheech Marin and
Tracey Ullman, to name a few. Via the San Francisco Office,
entertainment clients will have access to the legal expertise and
relationships established with leading technology groups.

With offices in Sacramento, San Francisco and Los Angeles,
Weintraub Tobin pledges to be an innovative provider of
sophisticated legal services to dynamic businesses and business
owners, as well as non-profits and individuals with litigation,
business and entertainment needs.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company           Ticker          ($MM)      ($MM)      ($MM)
  -------           ------        ------   --------    -------
AUTOZONE INC        AZO US       6,148.9   (1,416.8)    (623.1)
ATLATSA RESOURCE    ATL SJ         920.8     (233.7)      20.0
LORILLARD INC       LO US        3,351.0   (1,666.0)     919.0
MEAD JOHNSON        MJN US       2,866.7      (28.5)     635.2
TAUBMAN CENTERS     TCO US       3,096.4     (275.8)       -
CLOROX CO           CLX US       4,386.0     (106.0)    (689.0)
DUN & BRADSTREET    DNB US       1,903.8     (628.3)    (261.0)
VERISK ANALYTI-A    VRSK US      1,892.0      (10.3)    (147.7)
DIRECTV-A           DTV US      21,912.0   (3,377.0)   1,210.0
WEIGHT WATCHERS     WTW US       1,176.1   (1,856.8)  (1,057.9)
LIMITED BRANDS      LTD US       6,616.0     (131.0)   1,526.0
VERISIGN INC        VRSN US      1,882.8      (71.3)     831.1
CHOICE HOTELS       CHH US         443.2      (26.2)       2.1
MARRIOTT INTL-A     MAR US       6,171.0     (848.0)  (1,442.0)
AMC NETWORKS-A      AMCX US      2,125.8   (1,004.9)     506.4
CROWN HOLDINGS I    CCK US       7,178.0      (82.0)     731.0
DOMINO'S PIZZA      DPZ US         601.3   (1,365.7)      58.8
DISH NETWORK-A      DISH US     12,409.5      (55.6)     778.4
HCA HOLDINGS INC    HCA US      27,139.0   (7,324.0)   1,667.0
SALLY BEAUTY HOL    SBH US       1,789.9      (69.2)     478.8
GRAHAM PACKAGING    GRM US       2,947.5     (520.8)     298.5
INCYTE CORP         INCY US        293.6     (248.9)     133.9
NAVISTAR INTL       NAV US      11,384.0     (407.0)   1,658.0
PEER REVIEW MEDI    PRVW US          1.4       (3.4)      (3.8)
IPCS INC            IPCS US        559.2      (33.0)      72.1
CHENIERE ENERGY     CQP US       1,762.3     (574.9)      31.7
DISH NETWORK-A      EOT GR      12,409.5      (55.6)     778.4
CAPMARK FINANCIA    CPMK US     20,085.1     (933.1)       -
REXNORD CORP        RXN US       3,290.9      (80.8)     551.0
UNISYS CORP         UIS US       2,455.6   (1,240.4)     430.5
AMERISTAR CASINO    ASCA US      2,026.3      (45.8)     (13.5)
BOSTON PIZZA R-U    BPF-U CN       166.1      (91.7)      (1.5)
RURAL/METRO CORP    RURL US        303.7      (92.1)      72.4
VECTOR GROUP LTD    VGR US         886.1     (132.7)     145.6
PROOFPOINT INC      PFPT US         64.7      (29.1)     (33.7)
DEAN FOODS CO       DF US        5,758.6      (52.7)     296.0
RENAISSANCE LEA     RLRN US         57.0      (28.2)     (31.4)
CIENA CORP          CIEN US      1,928.6      (41.1)     924.4
PROTECTION ONE      PONE US        562.9      (61.8)      (7.6)
MONEYGRAM INTERN    MGI US       5,136.2      (92.5)     (16.2)
NATIONAL CINEMED    NCMI US        788.5     (347.4)     102.6
CARMIKE CINEMAS     CKEC US        420.8       (1.9)     (26.1)
REVLON INC-A        REV US       1,156.7     (679.6)     184.9
FIESTA RESTAURAN    FRGI US        364.8       (3.2)      (9.0)
REGAL ENTERTAI-A    RGC US       2,307.0     (552.6)      46.5
CABLEVISION SY-A    CVC US       7,088.5   (5,609.6)    (218.0)
HUGHES TELEMATIC    HUTC US        110.2     (101.6)    (113.8)
JUST ENERGY GROU    JE CN        1,543.0     (527.2)    (481.0)
JUST ENERGY GROU    JE US        1,543.0     (527.2)    (481.0)
DELTA AIR LI        DAL US      44,189.0   (1,011.0)  (5,347.0)
AMER AXLE & MFG     AXL US       2,502.3     (376.4)     264.6
FIFTH & PACIFIC     FNP US         796.8     (161.9)       9.7
QUALITY DISTRIBU    QLTY US        330.8      (67.6)      54.5
ACCO BRANDS CORP    ACCO US      1,044.9      (68.3)     311.8
OMEROS CORP         OMER US         21.1      (12.7)       1.0
SINCLAIR BROAD-A    SBGI US      1,771.2      (87.2)       3.9
FREESCALE SEMICO    FSL US       3,371.0   (4,472.0)   1,444.0
ISTA PHARMACEUTI    ISTA US        124.7      (64.8)       2.2
NPS PHARM INC       NPSP US        183.3      (54.4)     130.0
CENTENNIAL COMM     CYCL US      1,480.9     (925.9)     (52.1)
THRESHOLD PHARMA    THLD US         89.7      (77.4)      72.8
EDGEN GROUP INC     EDG US         555.6     (154.7)     267.4
MERRIMACK PHARMA    MACK US         64.4      (43.6)      21.0
NOVADAQ TECHNOLO    NDQ CN          23.5       (3.9)       7.5
PRIMEDIA INC        PRM US         208.0      (91.7)       3.6
PDL BIOPHARMA IN    PDLI US        235.0     (243.8)      56.6
NEXSTAR BROADC-A    NXST US        578.2     (179.9)      34.5
GENCORP INC         GY US          874.0     (171.3)      47.3
NYMOX PHARMACEUT    NYMX US          6.4       (5.2)       2.9
PLAYBOY ENTERP-B    PLA US         165.8      (54.4)     (16.9)
ABSOLUTE SOFTWRE    ABT CN         127.2       (3.2)      14.0
PLAYBOY ENTERP-A    PLA/A US       165.8      (54.4)     (16.9)
FAIRPOINT COMMUN    FRP US       1,929.1     (149.8)      38.1
PALM INC            PALM US      1,007.2       (6.2)     141.7
CC MEDIA-A          CCMO US     16,489.3   (7,802.6)   1,550.1
MERITOR INC         MTOR US      2,565.0     (945.0)     193.0
VIRGIN MOBILE-A     VM US          307.4     (244.2)    (138.3)
DENNY'S CORP        DENN US        336.2       (2.6)     (16.3)
GLG PARTNERS INC    GLG US         400.0     (285.6)     156.9
GLG PARTNERS-UTS    GLG/U US       400.0     (285.6)     156.9
ORGANOVO HOLDING    ONVO US         11.2      (37.4)       9.7
ADVANCED BIOMEDI    ABMT US          0.2       (1.9)      (1.5)
ODYSSEY MARINE      OMEX US         21.9      (14.2)     (13.9)
GOLD RESERVE INC    GRZ CN          78.3      (25.8)      56.9
CINCINNATI BELL     CBB US       2,657.9     (701.3)     (42.6)
GOLD RESERVE INC    GRZ US          78.3      (25.8)      56.9
HUGHES TELEMATIC    HUTCU US       110.2     (101.6)    (113.8)
ARRAY BIOPHARMA     ARRY US        120.0      (78.8)      28.4
LIN TV CORP-CL A    TVL US         804.7      (75.7)      47.4
THERAPEUTICS MD     TXMD US          1.5       (3.4)      (1.3)
NB MANUFACTURING    NBMF US          -         (0.0)      (0.0)


                            *********

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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