TCR_Public/120711.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 11, 2012, Vol. 16, No. 191

                            Headlines

17 WEST: Case Summary & 6 Largest Unsecured Creditors
1701 COMMERCE: Can Use Dougherty Cash Collateral Until Aug. 31
444 NORTH: Case Summary & 6 Largest Unsecured Creditors
44 CP I LOAN: Files for Chapter 11 in Phoenix
ACCREDITED MEMBERS: Had $156,200 Net Loss in 1st Quarter

AACE LLC: Voluntary Chapter 11 Case Summary
AMC ENTERTAINMENT: Debt Document Waivers No Effect on Fitch Rating
AMERICAN AIRLINES: Asks for Authority to Modify Retiree Benefits
AMERICAN AIRLINES: July 19 Hearing on More Plan Exclusivity
AMERICAN AIRLINES: Wins OK to Buy 4 Aircraft from Boeing

AMERICAN AIRLINES: To Reach Out for Potential Deals This Month
AMERICAN NANO: Had $926,800 Net Loss in First Quarter
AMERICAN INT'L: Sues U.S. Over Alleged $30.2MM Tax Overpayment
AMERICAN PETRO-HUNTER: Posts $904,300 Net Loss in Q1
AMERIGROUP CORP: Moody's Reviews 'Ba2' CFR for Upgrade

AMERIGROUP CORP: S&P Places 'BB+' CCR Rating on Watch Positive
AMERITYRE CORP: Posts $218,100 Net Loss in March 31 Quarter
ANOINTED WORD: Case Summary & 7 Largest Unsecured Creditors
APPS GENIUS: Posts $278,000 Net Loss in Q1 2012
ARTE SENIOR LIVING: Voluntary Chapter 11 Case Summary

ASPEN GROUP: Posts $1.6 Million Net Loss in Q1 2012
ATC VENTURE: Posts $598,900 Net Loss in March 31 Quarter
BAJA MINING: Posts $30.2 Million Net Loss in 1st Quarter
BANK OF THE CAROLINAS: Had $2.5 Million Net Loss in Q1
BDRC LOFTS: Case Summary & 13 Largest Unsecured Creditors

BE AEROSPACE: Moody's Rates 10-Yr. Sr. Unsecured Notes 'Ba2'
BE AEROSPACE: S&P Affirms 'BB+' Corporate Credit Rating
BITZIO INC: Had $2 Million Net Loss in First Quarter
CANTELLO LLC: Involuntary Chapter 11 Case Summary
CAPE FEAR: Case Summary & 20 Largest Unsecured Creditors

CBS I LLC: Has Interim Access to Cash Collateral Until Aug. 2
CENVEO INC: Moody's Affirms 'B3' CFR/PDR; Outlook Negative
CHINA DIGITAL: Had $7.0 Million Net Loss in March 31 Quarter
CHINA GREEN: Reports $339,100 Net Income in First Quarter
CHINA MARKETING: Had $522,700 Net Loss in First Quarter

COCOPAH NURSERIES: Files for Chapter 11 Without DIP Financing
COMMUNITY HEALTH: Fitch Rates New $1BB Sr. Unsecured Notes 'B/RR5'
COMMUNITY HEALTH: Moody's Rates $1-Bil. Sr. Unsecured Notes 'B3'
COMMUNITY HEALTH: S&P Rates $1-Bil. Senior Notes Due 2020 'B'
COPPER FIELDS: Case Summary & 2 Largest Unsecured Creditors

CORD BLOOD: Refinances JMJ Debt From Securities Sale to Tonaquint
DELTA PETROLEUM: Committee Objects to Navigant Consulting Hiring
DEWEY & LEBOEUF: Allowed to Break Most of Its Leases
DGSE COMPANIES: Glancy Binkow & Goldberg Probes Firm
DYNEGY INC: Seeks Joint Administration With Dynegy Holdings

DYNEGY INC: Proposes Aug. 1 as Claims Bar Date
DYNEGY INC: Files Statement of Financial Affairs
DYNEGY INC: Voluntary Chapter 11 Case Summary
DYNEGY INC: Bankruptcy Filing Cues Fitch to Lower Rating to 'D'
DYNEGY INC: NYSE Suspends Trading After Chapter 11 Filing

DYNEGY POWER: Moody's Confirms 'B2' CFR; Outlook Stable
DZ.EYE.N STUDIOS: Petitioner Wants Chapter 11 Trustee
EASTMAN KODAK: Retirees File Suit Over Benefits
ESP RESOURCES: Incurred $395,400 Net Loss in First Quarter
EZENIA! INC: Settles 2 Former Executives' Severance Claims

FILENE'S BASEMENT: Plan Outline Hearing Continued to July 13
FILENE'S BASEMENT: Jacob Renick Appointed as Fee Examiner
FILENE'S BASEMENT: Equity Panel Taps Houlihan as Investment Banker
FILENE'S BASEMENT: Equity Panel Can Hire PWC as Financial Advisor
FIFTH SEASON INTERNATIONAL: Posts $3.3 Million Net Loss in Q1 2012

FLORIDA EUROPEAN: Case Summary & 20 Largest Unsecured Creditors
FOODMART INTERNATIONAL: Case Summary & Creditors List
FOREVERGREEN WORLDWIDE: Had $126,900 Net Loss in 1st Quarter
FRESH START PRIVATE: Wilson Morgan Raises Going Concern Doubt
GENELINK INC: Posts $105,700 Net Loss in Q1 2012

GETTY PETROLEUM: Committee Reviewing ConocoPhillips Claim
GH DANIELS: Case Summary & 20 Largest Unsecured Creditors
GLYECO INC: Posts $311,900 Net Loss in Q1 2012
GOLDEN OAK: Case Summary & 8 Largest Unsecured Creditors
GREAT CANADIAN: Moody's Affirms Ba3 CFR, Rates C$400MM Notes B1

GREAT CANADIAN: S&P Rates C$400-Mil. Unsecured Notes at 'BB+
GREAT CHINA INTERNATIONAL: Posts $626,300 Net Loss in 1st Qtr.
GREGORIO'S LLC: Case Summary & 3 Largest Unsecured Creditors
HANAR LLC: Case Summary & 12 Largest Unsecured Creditors
HAWKER BEECHCRAFT: Sale to Chinese Firm Raises Political Concerns

HANOVER PORTFOLIO: Had $430,800 Net Loss in First Quarter
HORIYOSHI WORLDWIDE: Had $590,200 Net Loss in 1st Quarter
HORSEHEAD HOLDING: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
IMPERIAL CAPITAL: FDIC Objects to $1.6-Mil. Administrators Fee
INAMED CORP: 11th Cir. Bars Individual Suit Over Breast Implants

INDIANAPOLIS DOWNS: CEO Seeks Probe of Creditor's Links to Rival
INDYMAC BANCORP: Trustee Takes Insurers' $80MM Win to 9th Circ.
INFRAX SYSTEMS: Posts $599,800 Net Loss in March 31 Quarter
INNER CITY: Wins OK for Meyer Suozzi as Counsel for Unit's IP Case
INT'L BEVERAGES: Case Summary & 15 Largest Unsecured Creditors

IRONSTONE GROUP: Had $13,800 Net Loss in First Quarter
JAYHAWK ENERGY: Incurred $983,300 Net Loss in March 31 Quarter
JBI INC: Had $2.8 Million Net Loss in First Quarter
K.C. & MCKINZIE: Case Summary & 4 Largest Unsecured Creditors
LARSS TRUST: Case Summary & 6 Largest Unsecured Creditors

LANTERN PARTNERS: Wants to Employ Frost Brown as Attorney
LEAGUE NOW: Had $24,900 Profit in First Quarter
LIGHTSQUARED INC: Reaches Termination Deal With Former CEO
LUPER ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
MAMMOTH LAKES, CA: Outline & Summary of Plan; July 12 Hearing Set

MARLOW MANOR: Case Summary & 3 Largest Unsecured Creditors
MASZERA CORPORATION: Voluntary Chapter 11 Case Summary
MELK LOFTS: Case Summary & 13 Largest Unsecured Creditors
MERRILL CORP: Moody's Confirms 'Caa3' Corporate Family Rating
MF GLOBAL: CRT Offers Sellers Guaranteed Recoveries

MONTECITO AT MIRABEL: Voluntary Chapter 11 Case Summary
NAVISTAR INT'L: Liquidity Concerns Cue Fitch to Lower IDR to 'B+'
NERIUM BIOTECHNOLOGY: Posts $1.5 Million Net Loss in 1st Quarter
NETWORK CN: Had $623,400 Net Loss in First Quarter
NEW SALEM: Case Summary & 6 Largest Unsecured Creditors

NUSTAR LOGISTICS: Moody's Reviews Ratings for Possible Downgrade
PARADISE DREAM: Case Summary & 2 Largest Unsecured Creditors
PARAMJEET MALHOTRA: Judge Dismisses FCA Kickback Claims
PARTY CITY: S&P Assigns 'B' Corporate Credit Rating
PATRIOT COAL: Receives Court OK of $802 Million DIP Financing

PEGASUS RURAL: To Auction Spectrum Assets & Leases in August
PJ FINANCE: Completes Chapter 11 Plan of Reorganization
PORT WASHINGTON: Case Summary & 7 Largest Unsecured Creditors
PREMIER GOLF: Disputed Assets Belong to Estate, Not Ostronics
RACKWISE INC: Posts $2.2 Million Net Loss in Q1 2012

RG STEEL: To Face Air Pollution Suit From U.S. Government
RIDGE VIEW: Case Summary & 3 Largest Unsecured Creditors
RITZ CAMERA: Seeks to Sell Off Its Assets at Auction
TAKE FLIGHT: Case Summary & 5 Largest Unsecured Creditors
SECURE INTERNET: Case Summary & 20 Largest Unsecured Creditors

SIGNATURE GROUP: J. McIntyre Faults Current Board for Woes
SINCKLER INC: Voluntary Chapter 11 Case Summary
SINO-FOREST: Creditors to Acquire Substantially All Assets
SUPER CASEY: Voluntary Chapter 11 Case Summary
TARGETED MEDICAL: Posts $975,900 Net Loss in 1st Quarter

TRI-VALLEY CORP: Incurred $1.5 Million Net Loss in First Quarter
U-SWIRL INC: Incurred $124,100 First Quarter Net Loss
UNITED AMERICAN: Posts $1.2-Mil. Net Loss in March 31 Quarter
US XPRESS: S&P Affirms B Corp. Credit Rating on Covenant Amendment
WM BOLTHOUSE: Moody's Reviews B2 CFR for Upgrade on Campbell Deal

VYSOTA ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors
WOLFGANG CANDY: Divine Offers to Acquire Assets $1.5 Million
ZYTO CORP: Had $65,800 Profit in First Quarter
ZOOM TELEPHONICS: Posts $114,300 Net Loss in Q1 2012
YUKON-NEVADA GOLD: Posts $7.8-Mil. Net Loss in First Quarter

* Moody's Says US Tech Companies' Cash Piles Won't Affect Ratings
* Moody's Says Student Loan Default Rate Stable But High in 2012

* Upcoming Meetings, Conferences and Seminars

                            *********

17 WEST: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: 17 West Pine Street, LLC
        220 North Orange Blossom Trail
        Orlando, FL 32805

Bankruptcy Case No.: 12-09306

Chapter 11 Petition Date: July 9, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: David R. McFarlin, Esq.
                  WOLFF, HILL, MCFARLIN & HERRON, P.A
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: dmcfarlin@whmh.com

Scheduled Assets: $1,575,277

Scheduled Liabilities: $1,276,153

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/flmb12-09306.pdf

The petition was signed by Christopher T. Weising, managing
member.


1701 COMMERCE: Can Use Dougherty Cash Collateral Until Aug. 31
--------------------------------------------------------------
The Bankruptcy Court signed a second amended agreed order
authorizing 1701 Commerce, LLC, to continue using cash collateral
of senior lender Dougherty Funding, LLC, through Aug. 31, 2012.

During this interim period of May 24, 2012, through Aug. 31, 2012,
continued interim use of cash collateral is conditioned on the
senior lender's receipt of a monthly adequate protection payment
from the Debtor for $241,000 no later than the last day of each
month, which payments began in May 2012.

The Debtor is not authorized, absent the senior lender's consent,
to make any payment or disbursement to any insider, affiliate or
otherwise related party of the Debtor.

A copy of the Amended Cash Collateral Order is available at:

        http://bankrupt.com/misc/1701_Aug31CashOrd.pdf

                       About 1701 Commerce

1701 Commerce LLC filed for Chapter 11 protection (Bankr. N.D.
Tex. Case No. 12-41748) on March 26, 2012.  1701 Commerce LLC was
previously named Presidio Ft. Worth Hotel LLC, but changed its
name to 1701 Commerce LLC, prior to the petition date to reduce
and minimize any potential confusion relating to an entity named
Presidio Fort Worth Hotel LP, an unrelated and unaffiliated
partnership that was the former owner of the hotel property owned
by the Debtor.

1701 Commerce LLC is a Nevada limited liability company whose
members are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty
II, Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations
are managed by Richfield Hospitality Group, an independent
management company that is not affiliated with the Debtor or any
of its members.

1701 Commerce LLC owns and operates a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas. The Debtor
also operates a Shula's steakhouse at the Hotel.

Judge D. Michael Ly1nn presides over the bankruptcy case.  The Law
Office of John P. Lewis, Jr., represents the Debtor.  The Debtor
disclosed $71,842,322 in assets and $44,936,697 in liabilities.


444 NORTH: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 444 North Northwest Hwy, LLC
        444 N. Northwest Highway, Suite 300
        Park Ridge, IL 60068

Bankruptcy Case No.: 12-27041

Chapter 11 Petition Date: July 6, 2012

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

Judge: Jack B. Schmetterer

Debtor's Counsel: Stephen J. Brown, Esq.
                  SCHUYLER ROCHE & CRISHAM, P.C.
                  130 E. Randolph Street, Suite 3800
                  Chicago, IL 60601
                  Tel: (312) 565-2400
                  Fax: (312) 565-8300
                  E-mail: sjbrown@srcattorneys.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 with the petition is available for free at:
http://bankrupt.com/misc/ilnb12-27041.pdf

The petition was signed by John Heinz, authorized member manager.


44 CP I LOAN: Files for Chapter 11 in Phoenix
---------------------------------------------
44 CP I Loan LLC and 44 CP II Loan LLC filed bare-bones Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-15286 and 12-15287) in
Phoenix on July 9, 2012.

The Debtors each estimated assets and debts of $10 million to
$50 million.

Mark Winkleman, as chief operating officer, signed the Chapter 11
petition.  The Debtors are represented by Cathy L. Reece, Esq., at
Fennemore Craig, P.C.

A meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled
for Aug. 14, 2012 at 9:00 a.m.

According to the case docket, the schedules of assets and
liabilities and the statement of financial affairs are due
July 23, 2012.


ACCREDITED MEMBERS: Had $156,200 Net Loss in 1st Quarter
--------------------------------------------------------
Accredited Members Holding Corporation filed its quarterly report
on Form 10-Q, reporting a net loss of $156,258 on $445,931 of
revenue for the three months ended March 31, 2012, compared with a
net loss of $353,113 on $595,500 of revenue for the same period of
2011.

The Company's balance sheet at March 31, 2012, showed
$2.11 million in total assets, $2.15 million in total liabilities,
and a stockholders' deficit of $40,790.

As reported in the TCR on April 9, 2012, GHP Horwath, P.C., in
Denver, Colorado, expressed substantial doubt about Accredited
Members' 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 reported a net loss of
approximately $3,461,000 and used net cash in operating activities
of approximately $2,125,000 in 2011, and has an accumulated
deficit of approximately $7,570,000 at Dec. 31, 2011.

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

                       http://is.gd/G5YDAh

Colorado Springs, Colo.-based Accredited Members Holding
Corporation currently provides various services and products both
directly and through its subsidiary corporations Accredited
Members, Inc. ("AMI"), and AMHC Managed Services ("AMMS"), which
provides management services to third parties including services
typically provided by executive level personnel on a fix-contract
basis.  Through August 2011, the Company provided services through
its subsidiary World Wide Premium Packers, Inc. ("WWPP").


AACE LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: AACE LLC
        dba Best Knights Inn
        aka Judy Kyongjoon Lee
        3021 Pacific Highway E.
        Fife, WA 98242

Bankruptcy Case No.: 12-44759

Chapter 11 Petition Date: July 9, 2012

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

Judge: Brian D. Lynch

Debtor's Counsel: Karl Y. Park, Esq.
                  LAW OFFICES OF KARL PARK
                  1010 S 336th St Ste 320
                  Federal Way, WA 98003
                  Tel: (253) 815-1400
                  E-mail: karlpark99@yahoo.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 Judy K. Lee, managing member.


AMC ENTERTAINMENT: Debt Document Waivers No Effect on Fitch Rating
------------------------------------------------------------------
AMC Entertainment, Inc.'s amendments and waivers to several of its
debt documents have no effect on the company's current ratings or
Outlook, according to Fitch Ratings.  AMC amended its bank credit
facility, and obtained waivers and amendments for both its 8.75%
Senior Notes due 2019 and its 9.75% Senior Subordinated Notes due
2020.

These amendments and waivers prevent the proposed acquisition of
AMC Entertainment Holdings, Inc. (AMC Parent) by Dalian Wanda
Group Co. Ltd. (Wanda) from triggering change of control
provisions under the debt agreements.  After the acquisition
closes, AMC intends to reduce debt by approximately $140 million
by paying down all of the outstanding 8% senior subordinated notes
due 2014.  Proceeds are expected to include $90 million from cash
on hand and $50 million from funds contributed by Wanda.

Fitch notes that as part of the amendment, pricing on both the
2016 and 2018 term loans increased approximately 75 and 50 basis
points, respectively.  The term loan due December 2016 ($470
million outstanding) will now have a LIBOR floor of 1.00% (there
was previously no LIBOR floor).  This would have in effect
increased the reported interest rate as of March 29, 2012 from
3.49% to 4.25% (based on the 2016 term loans' 3.25% margin over
LIBOR).  The pricing on the term loan due January 2018 ($300
million outstanding) will increase to LIBOR plus 375 basis points
(bps) from 325 bps.  The term loan due 2018 already had a 1.00%
LIBOR floor in place.  The increased interest cost associated with
the higher term loan pricing (Fitch calculates an additional $5
million in annual interest) is more than offset by the $140
million reduction in 8% coupon debt ($11 million in annual
interest).

Fitch views the acquisition and the reduction in debt as
beneficial for the credit profile.  Wanda is a strategic buyer and
removes the private equity ownership exit overhang. However, Fitch
expects to maintain the current ratings and Outlook.

To date, the 2012 box office has been solid, up 8.4% according to
Box Office Mojo.  Fitch believes this has mostly been driven by
attendance gains.  However, it may be challenging for the 2013
film slate to match this year's performance.

The Outlook reflects the weak credit metrics (interest coverage,
EBITDA margins and gross leverage) relative to the ratings.  Fitch
notes that the fourth fiscal quarter (ending March 2012) drove
improved credit metrics, Fitch EBITDA margins of 12.3% and
interest coverage of 2x, as of the last twelve months (LTM) ending
March 29, 2012.  Relative to its peers, Fitch believes AMC should
be able to maintain Fitch calculated EBITDA margins greater than
12%.  EBITDA margins had fallen below this level, LTM March 2011
margins were 10.4% and reached as low as 9.5% as of LTM December
2011, but have rebounded in the most recent quarter.

The Outlook may be stabilized over the next 9 to 15 months if AMC
can demonstrate average interest coverage above 2x.  Meaning, in
strong performing box office years interest coverage may be higher
to provide cushion for weaker box office years.  Given Fitch's
expectations for a challenging 2013 box office, Fitch will need to
be comfortable that the credit metrics could weather a mid-single
digit decline in attendance.

Also, Fitch is currently comfortable with the level of disclosure
and access to management regarding future financial and operating
strategy.

Rating Rationale:

  -- Fitch believes movie exhibition will continue to be a key
     promotion window for the movie studios' biggest/most
     profitable releases.

  -- Fitch expects that attendance and box office revenues should
     be supported by the 2012 healthy film slate.

  -- Fitch notes that concession revenues have grown in the low-
     to-mid single digits over the last few years.  While Fitch
     does not anticipate a significant decline in concession per
     patron, Fitch remains cautious that high-margin concessions
     (which represent 27% of AMC's total revenues and carry 86%
     gross margins), may be vulnerable to reduced per-guest
     concession spending due to economic cyclical factors or a re-
     acceleration of commodity prices.

  -- The ratings factor in the intermediate/long-term risks
     associated with increased competition from at-home
     entertainment media, limited control over revenue trends, the
     pressure on film distribution windows, increasing indirect
     competition from other distribution channels (such as VOD,
     the Internet and DVD), and high operating leverage (which
     could make theater operators free cash flow negative during
     periods of reduced attendance).

  -- For the long term, Fitch continues to expect that the movie
     exhibitor industry will be challenged in growing attendance
     and any potential attendance declines will offset some of the
     growth in average ticket prices.

  -- In addition, AMC and its peers rely on the quality, quantity,
     and timing of movie product, all factors out of management's
     control.

Liquidity

As of March 29, 2012, liquidity included $272.3 million in cash at
AMC and $180 million available under its $192.5 million secured
credit facility due 2015.  The secured credit agreement contains a
secured leverage covenant of 3.25x, which is calculated on a net
basis.  Fitch does not believe the company is at risk of breaching
this covenant. Current amortization on the AMC term loans are $8.0
million annually.

AMC's next significant maturities include $140 million in
subordinated notes due 2014 (expected to be repaid upon completion
of the acquisition), approximately $470 million in term loans due
2016, $300 million term loans due 2018, $600 million in senior
unsecured notes due 2019 and $600 million in subordinated notes
due 2020.

Fitch calculated free cash flow (FCF) for the latest 12 months was
$58 million.  Fitch expects FCF to be slightly positive for fiscal
years ended 2012 and 2013.

Fitch recognizes that AMC, if needed, could generate additional
liquidity by divesting its holding in National CineMedia Inc.
(NCM).  Fitch notes that the company has a low tax basis in its
NCM interest, reducing AMC's net proceeds.

Leverage

As of March 29, 2011, Fitch calculates lease adjusted gross
leverage at 5.9x, unadjusted gross leverage at 6.9x and, if the
NCM dividend is included in EBITDA, unadjusted gross leverage is
at 6.4x.

Recovery Ratings

AMC's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation.  Fitch estimates an
adjusted, distressed enterprise valuation of $1.3 billion using a
5 times (x) multiple and including an estimate for AMC's 16% stake
in National CineMedia LLC (NCM) of approximately $150 million.
Based on this enterprise valuation, overall recovery for total
debt is approximately 50% (this is before any administrative
claims).

The 'RR1' Recovery Rating for the company's secured bank
facilities reflects Fitch's belief that 91% - 100% expected
recovery is reasonable.  While Fitch does not assign Recovery
Ratings for the company's operating lease obligations, it is
assumed the company rejects only 30% of its remaining $2.5 billion
in operating lease commitments due to their significance to the
operations in a going-concern scenario and is liable for 15% of
those rejected values (at a net present value).  The 'RR5'
Recovery Ratings for AMC's senior unsecured notes (equal in
ranking to the rejected operating leases) reflect an expectation
of 11% - 30% recovery.

Fitch assumes a nominal concession payment is made to the
subordinate debt holders in order to secure their support of a
reorganization plan.  The 'CCC/RR6' rating for AMC's senior
subordinated notes reflects Fitch's expectation for nominal
recovery.

Fitch currently rates AMC as follows:

AMC

  -- IDR 'B';
  -- Senior secured credit facilities 'BB/RR1';
  -- Senior unsecured notes 'B-/RR5';
  -- Senior subordinated notes 'CCC/RR6'.

The rating Outlook is Negative.


AMERICAN AIRLINES: Asks for Authority to Modify Retiree Benefits
----------------------------------------------------------------
American Airlines, Inc., AMR Corporation and its debtor affiliates
filed an adversary complaint on July 6, 2012, against the
Committee of Retired Employees asking Judge Sean Lane of the U.S.
Bankruptcy Court for the Southern District of New York to declare
that they are under no legal compulsion to continue to provide
retiree health and welfare benefits.

The Debtors currently provide retiree health and welfare benefits
to five groups of retired employees: (1) retired non-union
employees; (2) retired pilots; (3) retired ground employees who
had been employed in a variety of different positions; (4)
retired flight attendants; and (5) retired employees of Trans
World Airlines.  The Debtors' liability for retiree health and
welfare benefits for current retirees for the plan year 2010 was
more than $1.3 billion.  AMR has about 40,000 current retirees,
including American and TWA.

According to Stephen Karotkin, Esq., at Weil, Gotshal & Manges
LLP, in New York, under the law, a plan sponsor is required to
continue providing retiree health and welfare benefits to a plan
participant only where the plan sponsor has promised to provide
benefits to the participant for life and has not reserved its
rights to modify the benefit plan.  In this case, the Debtors
have not made any promises, explicitly have reserved their rights
to modify the benefit plans, or both, Mr. Karotkin told Judge
Lane.

Therefore, American's retirees hold no vested right to the
retiree health and welfare benefits American currently provides,
Mr. Karotkin asserts.  Because the retiree health and welfare
benefits are not vested, and because modifying retiree and
welfare benefits to reduce costs fall within American's sound
business judgment, American may unilaterally modify health and
welfare benefits for current retirees.

"We understand any changes to these benefits are concerning to
our retirees," Bloomberg News reported, citing an e-mailed
statement from Bruce Hicks, an American spokesman.  "It's
important to remember the changes we're proposing are very
similar to those we propose to make for active employees when
they retire."

The case is AMR Corp. v. Committee of Retired Employees,
12-01744, U.S. Bankruptcy Court, Southern District of New York
(Manhattan).

                      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).


AMERICAN AIRLINES: July 19 Hearing on More Plan Exclusivity
-----------------------------------------------------------
AMR Corporation and the Official Committee of Unsecured Creditors
have filed a joint motion seeking additional time to file the
company's Chapter 11 plan and to solicit votes from creditors.

The motion seeks to extend the deadline for filing the bankruptcy
plan of AMR and its affiliated debtors to December 28, and for
soliciting votes on the plan to February 28, 2013.

Harvey Miller, Esq., at Weil Gotshal & Manges LLP, in New York,
said they need additional time to negotiate the terms of a
bankruptcy plan as well as to address labor-related issues.

"The resolution of these issues is critical to the success of the
reorganization process," Mr. Miller said in court papers.
"Although substantial progress has been made, the process has not
yet concluded."

AMR's exclusive plan filing period is currently scheduled to
expire on September 28.  Extension of the period would delay any
formal merger proposal to creditors from US Airways Group Inc.,
which is weighing a takeover, according to an earlier report by
Bloomberg.

Further extension of the exclusive period may also mean missing
Chief Executive Officer Tom Horton's goal of a 2012 bankruptcy
exit as he works to keep American Airlines independent while the
airline restructures, Bloomberg reported.

Extension of AMR's exclusive period makes sense because pilot
union leaders agreed to let members vote on $315 million in
givebacks and balloting of those votes won't end until August 8.
Judge Sean Lane has delayed until August 15, after the pilots
vote, a ruling on whether American Airlines can reject the
contracts of flight attendants, mechanics and stock clerks if
agreements aren't reached before that deadline, according to the
report.

A court hearing is scheduled for July 19.  Objections are due by
July 12.

                      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).


AMERICAN AIRLINES: Wins OK to Buy 4 Aircraft from Boeing
--------------------------------------------------------
American Airlines Inc. and its affiliates sought and obtained
permission to purchase from The Boeing Company Boeing 737-823
aircraft bearing U.S. Registration Nos. N895NN, N891NN, N893NN,
and N894NN.  The Debtors are also authorized by the bankruptcy
court to enter into an agreement with International Lease Finance
Corporation relating to the sale of the N895NN, N891NN, and N893NN
aircraft and the leaseback of these aircraft.  The Debtors also
further authorized to enter into an agreement with AerCap Ireland
Limited with respect to the sale of the N894NN aircraft.

                      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).


AMERICAN AIRLINES: To Reach Out for Potential Deals This Month
--------------------------------------------------------------
The Wall Street Journal's Mike Spector, Susan Carey and Anupreeta
Das report that AMR Corp. plans to formally sound out potential
partners to discuss mergers or other investment deals in coming
weeks.  WSJ relates that in a letter to employees Tuesday, AMR
Chief Executive Tom Horton said the company is near having
"greater clarity on our revenue outlook and cost structure" so it
"now makes sense to evaluate a range of strategic options,
including potential mergers . . .  We will be reaching out to
interested parties to inform them how we intend to proceed."

According to WSJ, people familiar with the matter said any merger
proposals would be weighed against an independent restructuring
plan being developed by AMR, with the carrier's bondholders,
unions and other parties jockeying over which deal would give them
the best results.

According to WSJ, sources familiar with the matter said AMR plans
to share nondisclosure agreements with its unsecured creditors
committee, which includes bondholder representatives and labor
unions, in the next week or two before sending them out.  The
agreements could contain complicated provisions governing any
merger talks.

The sources said American intends to send the nondisclosure
agreements to other airlines as soon as this month.  The sources
also said AMR could invite private-equity firms and other
investors to study the company's books.

The sources also told WSJ that at a monthly gathering of the
airline's creditors committee Tuesday afternoon, Mr. Horton and
other executives outlined improved financial results at AMR and
the merits and downsides of merging with one of five airlines.

According to WSJ, some tie-ups AMR is studying:

     -- Alaska Air Group Inc., which prizes autonomy
     -- Delta Air Lines Inc., but antitrust issues loom;
     -- Republic Airways Holdings Inc.'s Frontier Airlines, which
        is currently up for sale, but is small in size;
     -- JetBlue Airways Corp., but cultures could clash;
     -- US Airways Group Inc., which has been vocal about a deal;
        and
     -- closely held Virgin America, which is unprofitable

WSJ notes besides US Airways, none of them has publicly voiced the
desire for a deal with AMR.

A person familiar with the matter also told the Journal that Delta
wasn't mentioned during Tuesday's meeting, but is being considered
by AMR.  Such a combination could pose antitrust hurdles because
of the airlines' overlapping routes and sheer size.

WSJ notes Alaska Air declined to comment about AMR but said it
wanted to stay independent.  Virgin America, JetBlue and Frontier
declined to comment.

                      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).


AMERICAN NANO: Had $926,800 Net Loss in First Quarter
-----------------------------------------------------
American Nano Silicon Technologies, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $926,850 on $16,505
of revenues for the three months ended March 31, 2012, compared
with net income of $521,820 on $6.27 million of revenue for the
three months ended March 31, 2011.

For the six months ended March 31, 2012, the Company reported a
net loss of $1.14 million on $16,505 of revenues, compared with
net income of $3.10 million on $12.19 million of revenues for the
six months ended March 31, 2011.

In December 2011, the Company fully completed its relocation to
the new manufacturing facility and began limited production on
Jan. 2, 2012.  The Company will need additional funds to meet its
operating and financing obligations until sufficient cash flows
are generated from production to sustain operations and to fund
future development and financing obligations.  The Company's
largest shareholder and President, Mr. Pu Fachun, has the
intention to continue providing necessary funding for the
Company's normal operations.

The Company's balance sheet at March 31, 2012, showed
$24.97 million in total assets, $10.27 million in total
liabilities, and stockholders' equity of $14.70 million.

As reported in the TCR on Jan. 17, 2012, Friedman LLP, in Marlton,
New Jersey, expressed substantial doubt about American Nano
Technologies' ability to continue as a going concern, following
the Company's results for the fiscal year ended Sept. 30, 2011.
The independent auditors noted that the Company suspended its
operations in May 2011.  In addition, the Company has suffered
negative cash flows for the year ended Sept. 30, 2011, and has a
net working capital deficiency as of Sept. 30, 2011.

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

                       http://is.gd/u5AwgL

Sichuan, China-based American Nano Silicon Technologies, Inc., was
originally incorporated in the State of California on Sept. 6,
1996 as CorpHQ, Inc.  The Company has been primarily engaged in
the business of manufacturing and distributing refined consumer
chemical products through its subsidiaries, Nanchong Chunfei Nano-
Silicon Technologies Co., Ltd. ("Nanchong Chunfei"), Sichuan
Chunfei Refined Chemicals Co., Ltd. ("Chunfei Chemicals"),  and
Sichuan Hedi Veterinary Medicines Co., Ltd. ("Hedi Medicines").


AMERICAN INT'L: Sues U.S. Over Alleged $30.2MM Tax Overpayment
--------------------------------------------------------------
American Bankruptcy Institute reports that American International
Group Inc., which was taken over by the federal government in
2008, sued the U.S. seeking $30.2 million for an alleged
overpayment of taxes for 1991.

                             About AIG

American International Group, Inc. -- http://www.aig.com/-- is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer. In
addition, AIG companies are leading providers of life insurance
and retirement services around the world.  AIG common stock is
listed on the New York Stock Exchange, as well as the stock
exchanges in Ireland and Tokyo.

At the height of the 2008 financial crisis, AIG experienced a
liquidity crunch when its credit ratings were downgraded below
"AA" levels by Standard & Poor's, Moody's Investors Service and
Fitch Ratings.  AIG almost collapsed under the weight of bad bets
it made insuring mortgage-backed securities.  The Company,
however, was bailed out by the Federal Reserve, but even after an
initial infusion of $85 billion, losses continued to grow.  The
later rescue packages brought the total to $182 billion, making it
the biggest federal bailout in U.S. history.  AIG sold off a
number of its businesses and other assets to pay down loans
received from the U.S. government.


AMERICAN PETRO-HUNTER: Posts $904,300 Net Loss in Q1
----------------------------------------------------
American Petro-Hunter, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $904,301 on $114,723 of revenue for
the three months ended March 31, 2012, compared with a net loss of
$560,061 on $45,669 of revenue for the same period of 2011.

The Company's balance sheet at March 31, 2012, showed $1.88
million in total assets, $1.90 million in total liabilities, and a
stockholders' deficit of $24,688.

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

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

                       http://is.gd/S1SWgk

Scottsdale, Ariz.-based American Petro-Hunter, Inc., is an oil and
natural gas exploration and production (E&P) company with current
projects in Kansas and Oklahoma.  As of May 15, 2012, the Company
has two producing wells in Kansas and five producing wells in
Oklahoma.  It also have rights for the exploration and production
of oil and gas on an aggregate of approximately 6,230 acres in
those states.  This includes the Company's core assets with rights
to explore on 2,000 acres in Oklahoma, near the town of Ripley on
the North Oklahoma Mississippi Project and a forty percent (40%)
working interest in 3,000 acres in south-central Oklahoma (the
"South Oklahoma Lease").


AMERIGROUP CORP: Moody's Reviews 'Ba2' CFR for Upgrade
------------------------------------------------------
Moody's Investors Service has placed the Ba2 senior debt rating
and Ba2 corporate family rating of AMERIGROUP Corporation under
review for upgrade following the announcement that WellPoint, Inc.
(WellPoint; NYSE: WLP, IFS at A2) had entered into a definitive
agreement to acquire AMERIGROUP. The Baa2 insurance financial
strength (IFS) rating of AMERIGROUP Corporation's operating
subsidiaries (see list below) have also been placed under review
for upgrade.

Ratings Rationale

Moody's anticipates that WellPoint will assume and guarantee
AMERIGROUP's 7.5% senior notes (due in 2019) upon the close of the
transaction. The transaction, which is subject to regulatory
approval, is expected to close in the first quarter of 2013.

The rating agency stated that its review will focus on the
completion of the transaction and WellPoint's level of support for
the operating subsidiaries and debt being acquired from
AMERIGROUP, as well as its integration plans for the business.
With projected annual revenues of approximately $8.8 billion
primarily in the Medicaid segment, AMERIGROUP provides added
diversity to WellPoint's premium and earnings stream. Upon the
close of the transaction, Moody's expects that AMERIGROUP's IFS
and debt rating will be aligned with the higher rating of
WellPoint's operating and holding companies.

Absent the transaction, the rating agency had stated that
AMERIGROUP's ratings could be upgraded if there was continued
diversification through expansion into new geographies or
introduction of new products in existing states, if EBITDA
coverage was above 10x and if EBITDA margins were maintained in
the 5% range with the NAIC RBC ratio maintained at a level of at
least 200% of CAL. However, Moody's also said that if there was a
loss or impairment of one or more of AMERIGROUP's Medicaid
contracts, if the consolidated NAIC RBC ratio fell below 150% CAL,
or if EBITDA margins fell below 2%, then the ratings could be
downgraded.

The following ratings were place under review for upgrade:

AMERIGROUP Corporation -- senior unsecured debt rating at Ba2;
corporate family rating at Ba2; senior unsecured debt shelf rating
at (P)Ba2; subordinated debt shelf rating at (P)Ba3; preferred
stock shelf rating at (P)B1.

AMERIGROUP Texas, Inc. -- insurance financial strength rating at
Baa2;

AMERIGROUP Maryland, Inc. -- insurance financial strength rating
at Baa2;

AMERIGROUP Florida, Inc. -- insurance financial strength rating at
Baa2;

AMERIGROUP New Jersey, Inc. -- insurance financial strength rating
at Baa2.

AMERIGROUP Corporation is headquartered in Virginia Beach,
Virginia. For the first three months of 2012 total revenue was
$1.8 billion, with medical membership as of March 31, 2012 of
approximately 2.2 million members. As of March 31, 2012 the
company reported shareholders' equity of $ 1.3 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.

The principal methodology used in rating AMERIGROUP was Moody's
Rating Methodology for U.S. Health Insurance Companies published
in May 2011.


AMERIGROUP CORP: S&P Places 'BB+' CCR Rating on Watch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services has placed its 'BB+'
counterparty credit rating on Amerigroup Corp. on CreditWatch with
positive implications following WellPoint Inc.'s announcement that
it has entered into an agreement to acquire Amerigroup.

"The CreditWatch placement reflects Amerigroup's anticipated
acquisition by a higher-rated entity (WellPoint), which likely
will result in an upgrade by up to four notches," said Standard &
Poor's credit analyst Hema Singh.

"The company expects the acquisition to close by first-quarter
2013."  "We will continue to monitor Amerigroup's operating
performance and financial condition, as well as discuss its
capital structure and role within the acquiring firm with
WellPoint's management," Ms. Singh continued.

"We anticipate that Amerigroup's group of operating health plans
will operate as wholly owned subsidiaries of WellPoint. We expect
that WellPoint will assume and provide guarantees to Amerigroup's
existing 7.5% senior notes due 2019 once the transaction is
completed. We expect to raise our rating on Amerigroup  by up to
four notches to be consistent with our 'A-/Stable' counterparty
credit rating on WellPoint."


AMERITYRE CORP: Posts $218,100 Net Loss in March 31 Quarter
-----------------------------------------------------------
Amerityre Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $218,128 on $1.01 million of revenues for
the three months ended March 31, 2012, compared with a net loss of
$150,426 on $863,383 of revenues for the three months ended
March 31, 2011.

For the nine months ended March 31, 2012, the Company reported a
net loss of $642,844 on $3.41 million of revenues, compared with a
net loss of $649,204 on $2.59 million of revenues for the nine
months ended March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$2.50 million in total assets, $1.29 million in total liabilities,
and stockholders' equity of $1.21 million.

As reported in the TCR on Oct. 20, 2011, HJ & Associates, LLC, in
Salt Lake City, Utah, expressed substantial doubt about
Amerityre's ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2011.  The
independent auditors noted that the Company has suffered recurring
losses from operations that have resulted in an accumulated
deficit.

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

                       http://is.gd/4d1kvf

Boulder City, Nevada-based Amerityre Corporation engages in the
development, manufacturing and sale of polyurethane tires.




ANOINTED WORD: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Anointed Word Ministries International, Inc.
        1266 Greenridge Ave.
        Lithonia, GA 30058

Bankruptcy Case No.: 12-67257

Chapter 11 Petition Date: July 9, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Kenneth Mitchell, Esq.
                  GIDDENS, DAVIDSON & MITCHELL P.C.
                  Suite 300-B
                  5000 Snapfinger Woods Drive
                  Decatur, GA 30034
                  Tel: (770) 987-7007
                  E-mail: kmitchell@gdmpclaw.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 seven largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ganb12-67257.pdf

The petition was signed by Bishop Bobby R. Henderson, CEO.


APPS GENIUS: Posts $278,000 Net Loss in Q1 2012
-----------------------------------------------
Apps Genius Corp filed its quarterly report on Form 10-Q,
reporting a net loss of $278,068 on $3,726 of revenues for the
three months ended March 31, 2012, compared with a net loss of
$99,977 on $6,107 of revenues for the same period of 2011.

The Company's balance sheet at March 31, 2012, showed
$1.19 million in total assets, $44,330 in total current
liabilities, and stockholders' equity of $1.15 million.

Salberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about Apps Genius Corp'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 a net loss and net cash used in operations of $321,489
and $215,700, respectively, in 2011, had an accumulated deficit of
$921,664 at Dec. 31, 2011. and has minimal revenues.

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

                       http://is.gd/MSHa2V

Apps Genius Corp, headquartered in Deerfield Beach, Fla., was
incorporated in the State of Nevada on Dec. 17, 2009.  The
Company's principal business is focused on creating innovative
social games and mobile applications that let people play together
with real-world friends and family using the currently available
infrastructure built by both social and mobile networks.  The
Company's cross-platform gaming and mobile applications allow
users to play and interact with multiple people on multiple
networks whether or not they have a preexisting relationship with
them.  The Company's Social Gaming and Mobile App technology
allows users and players to reach across the multiple networks
into a virtual application or gaming environment.  Additionally,
the Company has developed unique player incentive platforms that
allow users to share in the success of the game or application.
Currently, the Company is developing its platform for Facebook,
MySpace, iPhone and Android.


ARTE SENIOR LIVING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Arte Senior Living LLC
        11648 E. Shea Boulevard, #101
        Scottsdale, AZ 85259

Bankruptcy Case No.: 12-14993

Chapter 11 Petition Date: July 5, 2012

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

Judge: George B. Nielsen, Jr.

About the Debtor:  Arte Senior Living is an operator of an
                   assisted living facility in North Scottsdale,
                   Arizona.

Debtor's Counsel: John J. Hebert, Esq.
                  POLSINELLI SHUGHART, P.C.
                  One East Washington Street
                  CityScape Building, Suite 1200
                  Phoenix, AZ 85004
                  Tel: (602) 650-2011
                  Fax: (602) 391-2546
                  E-mail: jhebert@polsinelli.com

                         - and ?

                  MARK W. Roth, Esq.
                  POLSINELLI SHUGHART P.C.
                  One East Washington Street
                  CityScape Building, Suite 1200
                  Phoenix, AZ 85004
                  Tel: (602) 650-2012
                  Fax: (602) 926.8562
                  E-mail: mroth@polsinelli.com

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

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

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

The petition was signed by David L. Craik, manager.


ASPEN GROUP: Posts $1.6 Million Net Loss in Q1 2012
---------------------------------------------------
Aspen Group, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.63 million on $1.36 million of revenues
for the three months ended March 31, 2012, compared with a net
loss of $27,266 on $1.01 million of revenues for the same period
last year.

The Company's balance sheet at March 31, 2012, showed
$6.04 million in total assets, $3.97 million in total liabilities,
and stockholders' equity of $2.07 million.

"The Company had a net loss allocable to common stockholders of
$1,663,600 and negative cash flows from operations of $867,397 for
the three months ended March 31, 2012," the Company said in the
filing.  "The Company's ability to continue as a going concern is
contingent on securing additional debt or equity financing from
outside investors.  These matters raise substantial doubt about
the Company's ability to continue as a going concern."

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

                       http://is.gd/8kgvOu

Denver, Colo.-based Aspen Group, Inc. (together with its
subsidiaries, the "Company", "Aspen" or the "University") was
founded in Colorado in 1987 as the International School of
Information Management.  On Sept. 30, 2004, the University was
acquired by Higher Education Management Group, Inc. ("HEMG") and
changed its name to Aspen University Inc.  On May 13, 2011, the
Company formed in Colorado a subsidiary, Aspen University
Marketing, LLC, which is currently inactive.  On March 13, 2012,
the Company was recapitalized through an acquisition by Aspen
Group, Inc., an inactive publicly-held company.


ATC VENTURE: Posts $598,900 Net Loss in March 31 Quarter
--------------------------------------------------------
ATC Venture Group Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $598,870 on $1.96 million of revenue for
the three months ended March 31, 2012, compared with a net loss of
$1.35 million on $660,220 of revenue for the three months ended
March 31, 2011.

For the six months ended March 31, 2012, the Company reported a
net loss of $1.06 million on $2.53 million of revenue, compared
with a net loss of $1.66 million on $1.35 million of revenue for
the six months ended March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$10.48 million in total assets, $6.09 million in total
liabilities, and stockholders' equity of $4.39 million.
Boulay, Heutmaker, Zibell & Co. P.L.L.P., in Minneapolis,
Minnesota, expressed substantial doubt about Cycle Country
Accessories Corp. (now known as ATC Venture Group Inc.)'s ability
to continue as a going concern, following the Company's results
for the fiscal year ended Sept. 30, 2011.  The independent
auditors noted that the Company sustained several consecutive
periods of operating losses.

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

                       http://is.gd/JjIHy0

Minnetonka, Minn.-based ATC Venture Group Inc. has one distinct
operating segment, Simonsen Iron Works Inc., which is engaged in
the design, manufacture and assembly of an array of parts for
original equipment manufacturers (OEMs) and other customers.  The
Company has offices in Minnetonka, Minn. and Spencer, Iowa, and
has approximately 160,000 square feet of modern manufacturing
facilities in its owned building in Spencer, Iowa.


BAJA MINING: Posts $30.2 Million Net Loss in 1st Quarter
--------------------------------------------------------
Baja Mining Corp. reported a net loss of US$30.20 million on
US$0 revenue for the three months ended March 31, 2012, compared
with a net loss of US$42.77 million on US$0 revenue for the same
period last year.

For the three-month period ended March 31, 2012, the Company
recorded a loss attributed to its shareholders of
US$21.34 million as compared to a loss attributed to its
shareholders of US$32.81 million for the same period in 2011.  The
decrease in loss was primarily driven by a lower mark to market
adjustment on the Company's derivative instruments carried at fair
value and a lower foreign exchange loss than those recognized in
the first quarter of 2011.

The Company's balance sheet at March 31, 2012, showed
US$967.27 million in total assets, US$735.94 million in total
liabilities, and stockholders' equity of US$231.33 million.

During the period ended March 31, 2012, the Company had a loss of
US$30.20 million and as at March 31, 2012, the accumulated deficit
attributable to shareholders amounted to US$156.59 million.

In addition, subsequent to March 31, 2012, the Company identified
cost overruns on the Boleo Project that exceeded the Company's
available funding.  The funding shortfall of US$246 million was
estimated after considering existing cost overrun facilities of
$100 million and approximate additional cost contingencies of
US$54 million, suggesting a total estimated cost overrun of
approximately US$400 million.  Provisions within the debt
agreements prevent the Company from drawing on available
facilities until the shortfall is resolved and provides the
lenders with the ability to demand accelerated payment should the
Company not be able to resolve the funding shortfall by mid-June
2012.  The facilities that may be subject to accelerated payment
are the senior debt, the Korean Development Bank ("KDB")
subordinated debt, and those relating to the hedge liability
totaling US$435,634,000 on the consolidated balance sheet.

The Company's ability to continue as a going concern is dependent
upon the ability of the Company to (i) obtain financing to satisfy
short-term liquidity requirements, (ii) obtain further financing
to fund the before mentioned funding shortfall, (iii) complete the
development of its Boleo Project, (iv) obtain all requisite
permits as stipulated in the senior debt agreements, and
(v) establish profitable operations.

"As a result, there is substantial doubt that the Company will be
able to continue as a going concern."

A copy of Baja Mining's condensed interim consolidated financial
Statements for the three months ended March 31, 2012, is available
for free at http://is.gd/Vw0v7U

Vancouver, British Columbia-based Baja Mining Corp. was
incorporated on July 15, 1985, under the Company Act of British,
Columbia.  The Company's primary focus is the development of the
El Boleo copper-cobalt-zinc-manganese deposit (the "Boleo
Project") located near Santa Rosalia, Baja California Sur, Mexico.
The Company is a reporting issuer in Canada and the United States
and trades on the Toronto Stock Exchange, the Frankfurt Stock
Exchange and the OTC:QX International.


BANK OF THE CAROLINAS: Had $2.5 Million Net Loss in Q1
------------------------------------------------------
Bank of the Carolinas Corporation, filed its quarterly report on
Form 10-Q, reporting a net loss of $2.48 million on $3.08 million
of net interest income (before provision for loan losses) for the
three months ended March 31, 2012, compared with a net loss of
$3.21 million on $3.65 million of net interest income (before
provision for loan losses) for the same period of 2011.

The Company's balance sheet at March 31, 2012, showed
$479.76 million in total assets, $468.95 million in total
liabilities, and stockholders' equity of $10.81 million.

"The significant losses in 2010, 2011, and the first three months
of 2012, which were primarily related to credit losses and the
valuation allowance on deferred tax assets, reduced the Company's
capital levels," the Company said in the filing.

"In order to again become well capitalized under federal banking
agencies' guidelines, management believes that the Company will
need to raise additional capital to recapitalize the Bank and to
absorb the potential future credit losses associated with the
disposition of its nonperforming assets.  Accordingly, management
is in the process of evaluating various alternatives to increase
tangible common equity and regulatory capital through the issuance
of additional equity in public or private offerings.  Management
is actively evaluating a number of potential capital sources,
asset reductions, and other balance sheet management strategies
with the goal of increasing its level of regulatory capital to
support its balance sheet long-term.  Management is currently
reducing and otherwise restructuring its balance sheet to improve
capital ratios."

As reported in the TCR on April 9, 2012, Turlington and Company,
LLP, in Lexington, North Carolina, expressed substantial doubt
about Bank of the Carolinas' 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 credit losses that have eroded certain
regulatory capital ratios.  "As of Dec. 31, 2011, the Company is
considered undercapitalized based on their regulatory capital
level."

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

                       http://is.gd/6kVvbh

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




BDRC LOFTS: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: BDRC Lofts, Ltd.
        323 Congress Avenue #200
        Austin, TX 78701

Bankruptcy Case No.: 12-11559

Chapter 11 Petition Date: July 6, 2012

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: C. Daniel Roberts, Esq.
                  C. DANIEL ROBERTS & ASSOCIATES, P.C.
                  1602 East Cesar Chavez
                  Austin, TX 78702
                  Tel: (512) 494-8448
                  Fax: (512) 494-8712
                  E-mail: droberts@cdrlaw.net

Scheduled Assets: $1,456,239

Scheduled Liabilities: $1,222,230

A copy of the Company's list of its 13 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/txwb12-11559.pdf

The petition was signed by Bryan Dorsey, president of BDRC, Inc.,
general partner.


BE AEROSPACE: Moody's Rates 10-Yr. Sr. Unsecured Notes 'Ba2'
------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to the
announced $675 million add-on to BE Aerospace's 51/4% 10-year
senior unsecured notes due 2022. All other ratings including the
Ba1 Corporate Family Rating were affirmed. The net proceeds of the
add-on will be used for the repurchase the company's $600 million
8 % notes due 2018 tendered for on July 9, 2012 and for related
fees and expenses. The rating on the 2018 notes will be withdrawn
upon their full repayment. This action follows the late June
signing of a definitive agreement by the company to acquire, for
approximately EUR200 million in cash, German based Interturbine
Aviation Logistics GmbH, Interturbine Logistics Solutions GmbH,
and Interturbine Technologies GmbH (collectively Interturbine).
Interturbine is a provider of material management logistical
services to global airlines, and maintenance, repair, and overhaul
(MRO) providers and will double BE Aerospace's consumable product
portfolio. Closing of the transaction is expected in the fourth
quarter.

Rating Assignments:

    $675 Million Senior Unsecured Notes due in 2022, Rated Ba2
    (LGD4, 64%)

Rating Affirmations:

  Issuer: B/E Aerospace, Inc.

     Corporate Family Rating/Probability of Default Rating,
     Affirmed at Ba1

     Senior Secured Revolving Credit Facility, Affirmed at Baa2
     (LGD2, 12%)

     Senior Unsecured Notes, Affirmed at Ba2 (LGD4, 64%)

     Senior Unsecured Shelf, Affirmed at (P)Ba2

The ratings affirmations reflect Moody's view that BE Aerospace's
key credit metrics should remain in line with the current ratings.
The notes transaction will be largely debt neutral and the
Interturbine acquisition, while temporarily reducing company's
cash position, similarly will not affect leverage. Near term
operating earnings should not change from previously expected
level as Interturbine is not expected to positively affect
earnings until 2014. Debt-to-EBITDA using Moody's standard
accounting adjustments should remain at about 3.0x over the next
12 months with Free Cash Flow-to-Net Debt approaching 16% over the
time period, in line with the Ba1 category.

The SGL-1 Speculative Grade Liquidity Rating reflects Moody's
expectation of BE Aerospace maintaining a very good liquidity
profile over the near term, supported by cumulative positive free
cash flow generation, cash balance expected to remain at about
$400 million at year end and access to the $750 million revolving
credit facility ($741 million available as of 3/31/12) . The
expectation of cumulative free cash flows is supported by BE
Aerospace's large installed product base, strong profit margins
and the current favorable phase of the aerospace demand cycle.

The stable rating outlook reflects Moody's expectation of further
operating performance improvements with growth in global revenue
passenger miles and continued high level of MRO activity leading
to a relatively quick restoration of credit metrics to become mid-
range for the Ba1 rating category. A higher rating, while unlikely
at this time, would likely require maintaining operating
performance improvements such that Debt/EBITDA is sustained below
2.5 times and EBIT-to-Interest is sustained above 4.0 times.
Sustained above-average operating margins, conservative financial
policies and very good liquidity would be required for a rating
upgrade or positive outlook. The rating and/or outlook could come
under downward pressure if operating margins become pressured
leading to Debt/EBITDA approaching 3.5 times and EBIT-to-Interest
below 3.0 times. Any outsized acquisition or shareholder-friendly
initiatives funded with debt, or inability to execute on the
backlog with the accelerated OEM production rates, could also
warrant consideration for potential negative rating action.

The principal methodology used in rating BE Aerospace, Inc. was
the Global Aerospace and Defense Industry Methodology published in
June 2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Aerospace, Inc is the world's largest manufacturer of commercial
and general aviation cabin interior products and a major
independent distributor of aerospace fasteners. BE Aerospace's
products include aircraft seats, equipment for food and beverage
preparation and storage, oxygen delivery systems, a broad line of
aerospace fasteners and certain engineering and design services.
Revenue for the last twelve months through March 31, 2012 was
approximately $2.6 billion.


BE AEROSPACE: S&P Affirms 'BB+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB+' corporate credit rating, on U.S.-based BE Aerospace
International Inc. The outlook remains stable.

"We affirmed our 'BB' issue rating on BE Aerospace Inc.'s 5.25%
unsecured notes, maturing in 2022, following the announcement of
the company's planned $675 million add-on. The recovery rating
remains '5', indicating our expectation that noteholders would
receive modest (10%-30%) recovery in a payment default. The U.S.-
based aircraft parts supplier will use proceeds of its planned
$675 million add-on to its existing 5.25% notes to repay $600
million 8.5% unsecured notes and pay the related fees and
premium," S&P said.

"We believe this will result in roughly $16 million in annual
interest savings," S&P said.

"We continue to expect that the company's earnings will increase,
with a boost from recently acquired operations, and that
commercial aerospace market conditions will be solid in 2012,"
said Standard & Poor's credit analyst Chris DeNicolo. "This should
allow credit protection measures to recover sufficiently over the
next year following a debt-financed acquisition earlier in 2012."

The ratings on BE Aerospace also take into account the risks
associated with the cyclical global airline industry as well as
the relatively small size of the markets the company serves.


BITZIO INC: Had $2 Million Net Loss in First Quarter
----------------------------------------------------
Bitzio, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $2.00 million on $539,413 of revenues for the three
months ended March 31, 2012, compared with a net loss of $8,934 on
$0 revenue for the same period last year.

The Company's balance sheet at March 31, 2012, showed
$2.99 million in total assets, $1.56 million in total current
liabilities, and stockholders' equity of $1.43 million.

As reported in the TCR on April 4, 2012, Sadler, Gibb &
Associates, LLC, in Salt Lake City, expressed substantial doubt
about Bitzio's ability to continue as a going concern, following
the Company's results for the fiscal yer ended Dec. 31, 2011.  The
independent auditors noted that the Company has not
yet established an ongoing source of revenue sufficient to cover
its operating costs.

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

                       http://is.gd/3g8zTj

San Francisco, Calif.-based Bitzio, Inc., develops and sells
mobile applications for smartphones.


CANTELLO LLC: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Cantello, LLC
                1094 River Avenue
                Lakewood, NJ 08701

Bankruptcy Case No.: 12-27005

Involuntary Chapter 11 Petition Date: July 5, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Petitioners' Counsel: AGOVINO & ASSELTA, LLP
                      330 Old Country Road, Suite 201
                      Mineola, NY 11501
                      Tel: (516) 248-9880

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
CM & Associates Construction       Breach of Contract     $913,312
Management, LLC
1 Washington Park, Suite 1300-B
Newark, NJ 07102

R.C. Structures, Inc.              Breach of Contract     $525,000
5800 Jericho Turnpike, Suite 120W
Syosset, NY 11791

Haddad Plumbing & Heating Inc.     Breach of Contract     $184,000
1223 Broad Street
Newark, NJ 07114

Aleta Industries, Inc.             Breach of Contract     $145,639
242 Eagle Street
Brooklyn, NY 11222


CAPE FEAR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Cape Fear Formal Wear, Inc.
        218 North 3rd Street
        Wilmington, NC 28401

Bankruptcy Case No.: 12-04985

Chapter 11 Petition Date: July 9, 2012

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Algernon L. Butler, III, Esq.
                  BUTLER & BUTLER, LLP
                  PO Box 38
                  Wilmington, NC 28402
                  Tel: (910) 762-1908
                  Fax: (910) 762-9441
                  E-mail: albutleriii@butlerbutler.com

Scheduled Assets: $771,347

Scheduled Liabilities: $1,668,221

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/nceb12-04985.pdf

The petition was signed by Jeffrey Glenn Hovis, president.


CBS I LLC: Has Interim Access to Cash Collateral Until Aug. 2
-------------------------------------------------------------
The Bankruptcy Court authorized CBS I, LLC, on an interim basis,
to use cash collateral of U.S. Bank National Association on an
interim basis.  U.S. Bank is the Trustee for the Registered
Holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgate Pass-Through Certificates, Series 2006-C28 by CW Capital
Management, LLC.

The final hearing on this matter will be held on Aug. 2, 2012, at
1:30 p.m.

The Debtor sought to use cash collateral to pay all ongoing
ordinary course administrative expense obligations incurred in the
operation of the Debtor's ongoing business and administration of
the Chapter 11 case.

According to the Petition, under U.S. Bank's commercial loan, the
Debtor has a total debt obligation of approximately $16.39
million.  The Debtor asserts U.S. Bank is over secured.  The
Debtor relates its class A office building with restaurant and
cove has been appraised for $19 million.

A copy of the Interim Order is available for free at:

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

Prior to the entry of the order, U.S. Bank filed an opposition to
the Cash Collateral use citing that the Debtor has not provided
any evidence to prove that its monthly revenues exceed its monthly
expenses.  According to U.S. Bank, the Debtor has failed to pay a
single dollar to CW Capital, in its capacity as Special Servicer,
and has not responded to numerous requests for information
regarding the subject property.  Moreover, U.S. Bank maintained
the Debtor has not provided CW Capital any of the protection
routinely provided to secured creditors.

                             About CBS

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Debtor scheduled assets of
$19,356,448 and liabilities of $19,422,805.  Judge Mike K.
Nakagawa presides over the case.  Jeff Susa signed the petition as
manager.

The bankruptcy filing came after U.S. Bank, trustee for holders of
the $16.4 million mortgage, initiated foreclosure proceedings and
filed a lawsuit May 24 in Clark County District Court asking that
a receiver be appointed to take control of the Summerlin building
in Howard Hughes Plaza at 10100 West Charleston Blvd., just west
of Hualapai Way.

No request has been made for the appointment of a trustee or
examiner, and no official committees have yet been established in
this case.


CENVEO INC: Moody's Affirms 'B3' CFR/PDR; Outlook Negative
----------------------------------------------------------
Moody's Investors Service downgraded Cenveo Inc.'s speculative
grade liquidity rating to SGL-4 (weak) from SGL-3 (adequate). As
part of the same rating action, Cenveo's, corporate family rating
(CFR) was affirmed at B3 as was its probability of default rating.
As well, ratings for all of Cenveo's debt instruments were
affirmed at their existing levels: bank credit facility -- Ba3;
second lien notes -- B3; unsecured notes -- Caa2; and subordinated
notes -- Caa2. The outlook remains unchanged at negative.

The speculative grade liquidity rating action reflects waning
financial flexibility as the December 2013 maturity of the
company's subordinated debts advances. With the company not having
been able to fully refinance the notes issue in March/April and
with minimal ability to issue equity, the lack of alternatives
will require management to dedicate virtually all of the company's
free cash flow and a substantial proportion of un-used revolving
credit facility capacity to retire the remaining $153 million of
subordinated notes.

The following summarizes Cenveo's ratings and the rating actions:

  Issuer: Cenveo Inc.

    Speculative Grade Liquidity Rating, downgraded SGL-4 from
    SGL-3

    Corporate Family Rating, affirmed at B3

    Probability of Default Rating, affirmed at B3

    Outlook, affirmed at Negative

  Issuer: Cenveo Corporation

    Senior Secured Bank Credit Facility, affirmed at Ba3 with the
    LGD Assessment revised to (LGD2, 17%) from (LGD2, 14%)

    Senior Secured Second Lien Notes, affirmed at B3 with the LGD
    Assessment revised to (LGD4, 52%) from (LGD3, 45%)

    Senior Unsecured Regular Bond/Debenture, affirmed at Caa2
    with the LGD Assessment revised to (LGD5, 85%) from (LGD5,
    79%)

    Senior Subordinated Regular Bond/Debenture, affirmed at Caa2
    with the LGD Assessment revised to (LGD6, 97%) from (LGD6,
    93%)

Ratings Rationale

Cenveo's B3 CFR rating results primarily from limited debt
repayment capacity that stems from the inter-relationship of
significant interest expense resulting from elevated financial
leverage, along with industry-specific systemic issues that limit
growth prospects and suppress operating margins. With EBITDA
margins of only 10%-to-12% and with interest expense amounting to
nearly 60% of EBITDA, cash flow from operations is a relatively
weak proportion of revenues (all figures incorporate Moody's
standard adjustments). The rating draws support from the company's
ability to be free cash flow positive which stems from very low
capital intensity. However, while low capital intensity can be a
positive feature, Moody's thinks low capital intensity results
more from poor return prospects that cause capital rationing than
from asset productivity gains. The poor return arithmetic, in
turn, stems from the secular decline of core printing activities
and Moody's thinks that operational risks are increasing as time
passes. As well, the visibility of forward activity levels is
opaque and the timing and magnitude of future growth (or secular
decline) is highly uncertain. Moody's anticipates only modest top-
line growth and expect little in the way of margin expansion.

Rating Outlook

The rating outlook is negative and reflects the company's ongoing
struggles to reconfigure an over-leveraged capital structure in
the context of modest top-line growth and free cash flow
generation.

What Could Change the Rating - Up

Moody's would consider an upgrade if TD/EBITDA leverage were
expected to be reduced to 4.5x or lower on a sustained basis and
positive free cash flow were expected to be sustained in excess of
5% of total debt (in both case, incorporating Moody's standard
adjustments). A rating upgrade would also have to involve
assurance of solid liquidity arrangements, an absence of near-term
refinance risks, improved industry fundamentals, and a stable
business platform.

What Could Change the Rating - Down

Over the near term, it is likely that liquidity-related matters
will signal or precipitate downwards rating activities. In this
regard, a lack of progress in refinancing/retiring near term debt
maturities may provide a catalyst for near term ratings actions.
In addition, Moody's would consider Cenveo's ratings for potential
downgrade if the company's safety cushion of unused liquidity was
eroded, likely owing to minimal or negative free cash flow
generation. A debt-financed acquisition of more than nominal size
could also result in downward rating pressure.

The principal methodology used in rating Cenveo Inc 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.


CHINA DIGITAL: Had $7.0 Million Net Loss in March 31 Quarter
------------------------------------------------------------
China Digital Animation Development, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $7.03 million on
$555,149 of revenue for the three months ended March 31, 2012,
compared with a net loss of $735,569 on $2.17 million of revenue
for the three months ended Sept. 30, 2010.

For the nine months ended March 31, 2012, the Company reported a
net loss of $7.34 million on $1.33 million of revenue, compared
with a net loss of $2.43 million on $5.99 million of revenue for
the nine months ended March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$4.45 million in total assets, $642,869 in total current
liabilities, and stockholders' equity of $3.81 million.

The Company has incurred significant continuing losses during the
nine months ended March 31, 2012, and the year ended June 30,
2011, and has relied on the Companys registered capital as well as
proceeds from borrowings to fund operations," the Company said in
the filing.  "As of March 31, 2012, we had cash and equivalents of
$432,630 and an accumulated loss of $6,854,564.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern."

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

                       http://is.gd/QjpRg4

Harbin, China-based China Digital Animation Development, Inc.,
hrough its operating company, Heilongjiang Hairong Science and
Technology Development Co., Ltd., a joint stock company organized
under the laws of The People's Republic of China ("Hairong"), has,
for the past three years, engaged primarily in the business of
digital animation production.


CHINA GREEN: Reports $339,100 Net Income in First Quarter
---------------------------------------------------------
China Green Energy Industries, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $339,054 on $8.85 million of
revenues for the three months ended March 31, 2012, compared with
a net loss of $321,628 on $3.27 million of revenues for the same
period last year.

The Company's balance sheet at March 31, 2012, showed
$59.11 million in total assets, $55.02 million in total
liabilities, and stockholders' equity of $4.09 million.

As reported in the TCR on April 23, PKF, in San Diego, Calif.,
expressed substantial doubt about China Green 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 experienced negative cash flows from
operations and is dependent upon future financing in order to meet
its planned operating activities.

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

                       http://is.gd/HIYwAn

Located in Changzhou City, Jiangsu Province, China, China Green
Energy Industries, Inc., manufactures and distributes clean
technology-based consumer products, including light electric
vehicles, or LEVs, and cryogen-free refrigerators.  The Company
also manufactures and distributes network and High-Definition
Multimedia Interface, or HDMI, cables.


CHINA MARKETING: Had $522,700 Net Loss in First Quarter
-------------------------------------------------------
China Marketing Media Holdings, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $522,715 on $2.25 million
of revenue for the three months ended March 31, 2012, compared
with net income of $363,742 on $3.13 million of revenue for the
same period of 2011.

The Company's balance sheet at March 31, 2012, showed
$17.85 million in total assets, $3.35 million in total
liabilities, and stockholders' equity of $14.50 million.

As reported in the TCR on April 23, 2012, Van Wagoner & Bradshaw,
PLLC, in Salt Lake City, Utah, expressed substantial doubt about
China Marketing'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 cash
flow constraints and has suffered a large loss from operations.

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

                       http://is.gd/53caoR

Located in Beijing, China, China Marketing Media Holdings, Inc.,
was originally organized under the laws of the State of Texas on
Oct. 29, 1999, under the name Brazos Strategies, Inc.  It changed
its name to Infolife, Inc., on July 16, 2003 and finally to China
Marketing Media Holdings, Inc., on Feb. 7, 2006.  China Marketing
is a holding company and has no operations other than
administrative matters and the ownership of its direct and
indirect operating subsidiaries.  Through its indirect Chinese
subsidiaries, it is engaged in the business of selling magazines
and advertising space in its magazines, providing sales and
marketing consulting services and online sales of various consumer
products.  All of the Company's operations, assets, personnel,
officers and directors are located in China.  Currently, it
publishes China Marketing magazine in China.


COCOPAH NURSERIES: Files for Chapter 11 Without DIP Financing
-------------------------------------------------------------
Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The Debtors' core
business involves the cultivation of palm trees and other trees
used for landscaping purposes, as well as the associated farming
of citrus, dates, and other crops.  The Debtors presently own more
than 250,000 palm trees in various stages of the tree-growth
cycle.  Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Duane Young, vice president and secretary of Cocopah Nurseries,
explains in a court filing that the Debtors have experienced
diminished liquidity and cash flows due to the significant and
sustained contraction in residential, retail and commercial
development.  In order to maintain access to sufficient funds for
utilities, payroll and other tree-care expenses, the Debtors had
been involved in protracted and extensive prepetition
restructuring negotiations with prepetition lenders.

Prepetition, the Debtors reached agreements-in-principal with both
prepetition lenders on respective term sheets for an out-of-court
restructuring.  However, the lenders were unwilling to provide
additional protective advances that would be used to meet payroll
obligations and provide uninterrupted access to water and
utilities.

As a result of liquidity woes, the Debtors prepared for bankruptcy
and tried to work on a DIP financing agreement with the lenders.
Instead of sending a term sheet for DIP financing, lender Rabobank
initiated a state-court action to appoint a receiver.  This
prompted the Debtors to immediately file the bankruptcy cases.

The Debtors also point to the unique circumstances of having their
assets split between two different collateral pools for two
different lenders.  This relatively uncommon arrangement -- as
opposed to a more typical senior vs. junior creditor arrangement
-- gives rise to unique intercreditor disputes.  The Debtors have
no less than $70 million of secured debt to Rabobank.  The Debtors
also have no less than $65 million of secured indebtedness to
Wells Fargo.

The Debtors say they will utilize the protections of the
Bankruptcy Code protect and enhance the prepetition lenders' tree
and crop collateral through uninterrupted access to water,
electricity and other required care.  From there, the Debtors
remain optimistic that resumed discussions with the prepetition
lenders will not only yield reasonable terms for debtor-in-
possession financing but, ultimately, a consensual global
resolution of their disputes.


COMMUNITY HEALTH: Fitch Rates New $1BB Sr. Unsecured Notes 'B/RR5'
------------------------------------------------------------------
Fitch Ratings has assigned a 'B/RR5' rating to Community Health
Systems' $1 billion proposed senior unsecured notes due 2020.
Proceeds will be used to refinance Community's senior unsecured
notes due 2015. Fitch currently rates Community's long-term IDR
'B+'.  The Rating Outlook is Stable.  The ratings apply to
approximately $9.3 billion of debt at March 31, 2012.

The 'B+' IDR primarily reflects:

  -- Community's financial flexibility has improved in recent
     years.  Debt-to-EBITDA dropped to around 5.0 times (x) at
     March 31, 2012 from 5.8x in 2008 (the year immediately
     following the $6.9 billion acquisition of Triad Hospitals).

  -- Liquidity is solid.  Community generated free cash flow (FCF;
     cash from operations less dividends and capital expenditures)
     of about $454 million in the latest twelve months (LTM) ended
     March 31, 2012. Additionally, 2012 - 2013 debt maturities are
     small.  Fitch expects Community to continue to prioritize
     hospital acquisitions as a use of cash.

  -- Organic operating trends in the for-profit hospital industry
     are weak.  Fitch expects them to remain so throughout 2012.
     In the near-term, Community's growth will be supported by its
     recent hospital acquisitions.

  -- Community's patient admission policies and associated billing
     practices are facing heightened regulatory scrutiny.  Also,
     there is ongoing uncertainty about any potential financial or
     operating impact.

Solid Financial Flexibility

Community's debt leverage has declined since the approximately
$6.9 billion debt funded acquisition of Triad Hospitals in 2007.
Since the acquisition, Community has generated about $1.9 billion
in cumulative FCF and has applied about $300 million for debt
reduction.  Total debt-to-EBITDA has dropped to about 5.0x at
March 31, 2012 versus around 5.8x post the acquisition.  The
reduction in leverage is about 50% attributable to a lower
outstanding debt balance and 50% to growth in EBITDA.

At March 31, 2012 debt-to-EBITDA was increased by about 0.2x
versus the 2011 year end level of 4.8x.  This was due to debt
proceeds in 1Q'12 that were used in part to fund Community's
recent acquisitions.  At March 31, 2012, Fitch calculates debt
leverage through the secured bank debt of 3.3x and 5.0x through
the senior unsecured notes.  Community's bank agreement requires
total debt maintained below 5.5x EBITDA and interest coverage of
at least 2.25x EBITDA.  At March 31, 2012, Community had an
adequate operating cushion under the covenants.

Fitch does not anticipate Community to apply cash to meaningful
debt reduction during 2012.  Any incremental drop in leverage is
expected to be nominal and to depend upon growth in EBITDA.
Maintenance of the 'B+' IDR will depend on total debt-to-EBITDA
generally maintained at or below 5.0x.

RECENT DEBT REFINANCING IMPROVES LIQUIDITY PROFILE

A favorable debt maturity schedule and solid liquidity support
Community's credit profile.  Near-term debt maturities include
about $35 million and $75 million of annual required principal
amortization on the bank term loans in 2012-2013, respectively.
Community has recently made progress in extending its maturity
profile.  Over the past year it has moved a total of $3.75 billion
of the $6 billion of bank term loans due 2014 to 2016 and 2017.
This was accomplished through the issuance of a new $750 million
term loan A due 2016 and two separate amend and extend agreements
which pushed out $3 billion of the 2014 term loan B maturities to
2017.

The 2016 and 2017 term loan maturity dates are contingent upon the
refinancing of the non-extended portion of term loan B due July
2014 and the senior notes due July 2015.  Community refinanced
$1.9 billion of the $2.8 billion 2015 notes with new notes due
2019 in 4Q'11 and 1Q'12. There are about $930 million of remaining
notes due 2015.  Fitch expects they will be financed through the
proposed notes issue and the non-extended portion of term loan B
maturing 2014 is currently about $2.2 billion.

Community's liquidity was provided by approximately $129 million
of cash and marketable securities at March 31, 2012 and
availability on the company's $750 million bank revolver ($712.3
million available at March 31, 2012 reduced for outstanding
letters of credit).  Also adding to Community's liquidity was FCF
of about $453 million for the LTM ended March 31, 2012.  Community
generates solid cash flow relative to its operating and
reinvestment requirements.  Fitch projects FCF sustained above
$300 million annually.  The lower level of forecasted FCF is
primarily based on Fitch's expectation of higher capital
expenditures and cash taxes.

Fitch expects that Community will continue to prioritize use of
cash for hospital acquisitions.  Community stepped up its
acquisition activity in 2011, spending $415 million to complete
four transactions during the year.  Community states that its 2011
acquisitions represent about $400 million of annual revenue.

Since the start of 2012, Community has completed four additional
acquisitions, including three hospital acquisitions and an
acquisition of outpatient diagnostic clinics.  The hospital
acquisitions are expected to contribute $360 million of annual
revenue.  Combined, Community's 2011 and year-to-date 2012
hospital acquisitions represent about 6% of the company's 2010
revenues of $13 billion.

Weak Organic Operating Trends

Community's organic patient volume growth lagged the broader for-
profit hospital provider industry in 2011.  Across the Fitch-rated
group of for-profit hospital providers, same-hospital admissions
declined 1.6% on average in 2011 while same-hospital adjusted
admissions (a measure that is adjusted for outpatient activity)
grew by just 0.4%.

Community's same hospital admissions were down 5.6%, and adjusted
admissions down 0.7%.  Community's organic operating trend did
show some improvement in 1Q'12. Community's same hospital
admissions declined 2.3% year-over-year, while adjusted admissions
were up 2.5%.  This is Community's first quarter of positive
organic volume growth in eight consecutive quarters.

Despite its recently weak organic patient volume trend, Community
has not lagged its peers in top-line and EBITDA growth.  Strong
pricing and an active hospital acquisition strategy have supported
revenue and EBITDA growth.  Community has managed to achieve
consistent incremental growth in EBITDA in recent periods.  This
despite the margin impacts of integrating less profitable acquired
hospitals.  The 13.4% EBITDA margin in 2011 was only down about 18
bps from the 2010 level.

Heightened Regulatory Scrutiny

Community's patient admission policies and associated billing
practices have recently been the subject of heightened regulatory
scrutiny.  There is ongoing uncertainty about the potential for
financial liability with respect to past Medicare billing
practices or a reduction in the company's revenues and EBITDA
resulting from changes in admissions practice.

The regulatory issues will take some time to resolve and in the
interim period.  There is also concern that a reputational issue
associated with the governmental inquires could negatively affect
operations.  However, this does not appear to be the case in
recent periods.  Organic patient volume trends improved somewhat
in 1Q'12.  Community is showing strong results in physician
recruitment, and it has not been hindered in its acquisition
activity.

Guidelines for Further Rating Actions

Maintenance of a 'B+' IDR for Community would be consistent with
financial and credit metrics maintained at the current levels.
This includes total-debt-to-EBITDA at or below 5.0x and annual FCF
generation above $300 million.  Community's currently solid level
of financial flexibility makes downward ratings pressure on is
unlikely outside of event risk surrounding an acquisition or any
potential financial liability stemming from the regulatory issues
facing the company.

Community has demonstrated that it will consider large
acquisitions, as evidenced by the $6.9 billion Triad Hospitals
acquisition in 2007 and its December 2010 bid to acquire Tenet
Healthcare Corp.  Fitch expects though that in the near-term
Community will probably continue to focus its acquisition efforts
on smaller transactions that can be primarily cash funded.

Debt Issue Ratings

Fitch currently rates Community as follows:

  -- Long-term IDR 'B+';
  -- Senior secured credit facility 'BB+/RR1'';
  -- Senior unsecured notes 'B/RR5'.

The Recovery Ratings (RR) reflect Fitch's expectation that the
enterprise value of Community will be maximized in a restructuring
scenario (going concern), rather than a liquidation.  Fitch uses a
6.5x distressed enterprise value (EV) multiple and stresses LTM
EBITDA by 30%.  Fitch considers post restructuring estimates for
interest and rent expense and maintenance level capital
expenditure as well as debt financial maintenance covenant
requirements.  The 6.5x multiple is based on recent acquisition
multiples in the healthcare provider space, as well as the recent
trends in the public equity valuations of the for-profit hospital
providers.

Fitch estimates Community's distressed enterprise valuation in
restructuring to be approximately $8.3 billion.  The 'BB+/RR1'
rating for the bank facility reflects Fitch's expectations for
100% recovery under a bankruptcy scenario.  The 'B/RR5' rating on
the unsecured notes rating reflects Fitch's expectations for
recovery in the 11% - 31% range.


COMMUNITY HEALTH: Moody's Rates $1-Bil. Sr. Unsecured Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service commented that CHS/Community Health
Systems, Inc's. proposed offering of $1.0 billion of senior
unsecured notes due 2020 are rated B3 (LGD 5, 84%). Moody's
understands that the proceeds of the offering will be used to fund
the tender for the remaining 8.875% senior unsecured notes due
2015. Moody's will withdraw the ratings on the 2015 notes when the
tender is completed. Moody's existing ratings of the company,
including the B1 Corporate Family and Probability of Default
Ratings, are unchanged. The proposed issuance will continue to
extend the company's maturity profile and is not expected to
meaningfully affect leverage. The rating outlook remains stable.

Ratings assigned:

Senior unsecured notes due 2020, B3 (LGD 5, 84%)

Ratings unchanged:

Senior secured revolving credit facility expiring 2016, Ba3
(LGD 3, 30%)

Senior secured term loan A due 2016, Ba3 (LGD 3, 30%)

Senior secured term loan B due 2014, Ba3 (LGD 3, 30%)

Senior secured term loan B due 2017, Ba3 (LGD 3, 30%)

8.875% senior notes due 2015, B3 (LGD 5, 84%)

8.0% senior notes due 2019, B3 (LGD 5, 84%)

Corporate Family Rating, B1

Probability of Default Rating, B1

Speculative Grade Liquidity Rating, SGL-1

Ratings Rationale

Community Health's B1 Corporate Family Rating reflects Moody's
expectation that leverage will remain high and interest expense
coverage will continue to be modest. Furthermore, Moody's
anticipates that the opportunity to reduce leverage with free cash
flow will be constrained in the near term given the company's
investment in capital spending related to replacement hospitals
and information technology. Moody's also expects the company to
actively pursue acquisitions. However, supporting the rating is
Moody's acknowledgement of Community Health's scale and market
strength, which should help the company weather unfavorable trends
in bad debt expense and weak volumes that continue to affect the
industry as a whole. Moody's anticipates that the company will
continue to see stable margin performance and maintain very good
liquidity.

Moody's could upgrade the ratings if financial leverage is
materially reduced and cash flow coverage of debt metrics improve.
Specifically, if Community Health is able to achieve and sustain
adjusted debt to EBITDA below 4.0 times, Moody's could upgrade the
ratings. This level reflects the need to see additional cushion in
these metrics to absorb potential negative developments given the
absence of further clarity around the outcome of ongoing
litigation and investigations.

A significant debt financed acquisition or adverse developments
related to ongoing investigations or litigation could result in a
downgrade of the ratings. Additionally, the company's inability to
continue to manage headwinds in the industry or Moody's
expectation that debt to EBITDA would be sustained above 5.0 times
could result in a downgrade. This could result from declining
adjusted admission trends and unfavorable reimbursement or pricing
trends impacting net revenue growth, greater than expected
increases in bad debt expense, or aggressive acquisition activity.

The principal methodology used in rating CHS/Community Health
Systems, Inc. was the Global Healthcare Service Providers 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.

CHS/Community Health Services, Inc., headquartered in Franklin,
TN, is an operator of general acute care hospitals in non-urban
and mid-sized markets throughout the US. Through its subsidiaries,
Community owned, leased or operated 134 hospitals at March 31,
2012. In addition, through its subsidiary, Quorum Health
Resources, LLC, Community provides management and consulting
services to non-affiliated general acute care hospitals throughout
the country. The company is the largest non-urban hospital company
in the US and the second largest for-profit hospital operating
company overall. Community recognized over $14.0 billion in
revenue for the twelve months ended
March 31, 2012.


COMMUNITY HEALTH: S&P Rates $1-Bil. Senior Notes Due 2020 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to the
proposed $1 billion senior notes due 2020 to be borrowed by
CHS/Community Health Systems Inc., a wholly owned subsidiary of
Franklin, Tenn.-based Community Health Systems Inc.

"We rated the notes 'B' (one notch lower than the 'B+' corporate
credit rating on the  company) with a recovery rating of '5',
indicating our expectation of modest recovery for lenders in the
event of a payment default. The company will use the proceeds of
this new issue to refinance senior notes that mature in 2015," S&P
said.

The corporate credit rating on Community Health is 'B+' and the
rating outlook is stable.

"The rating reflects our assessment of the company's business
risk profile as "fair" (according to our criteria), because of its
large,  relatively diversified portfolio of hospitals that helps
the company manage uncertain reimbursement and spread local market
risk over many markets," S&P said.

"The rating is also based on our view of the company's financial
risk profile as "highly leveraged," reflected in our expectation
that the current debt to EBITDA level of about 5.3x will remain
largely unchanged. This viewpoint includes our belief that
Community will use its cash flow to fund acquisitions and not
repay debt," S&P said.

"We believe acquisitions will remain a key strategy to increase
earnings, particularly as a difficult reimbursement environment
and relatively flat patient volume trends (adjusted for outpatient
visits) continue to pressure profitability. (For the latest
complete corporate credit rating rationale, see Standard & Poor's
research report on Community Health published March 28, 2012.),"
S&P said.

Ratings List

Community Health Systems Inc.
Corporate Credit Rating                  B+/Stable/--

New Ratings

CHS/Community Health Systems Inc.
$1 bil sr notes due 2020                 B
   Recovery Rating


COPPER FIELDS: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Copper Fields Land Holdings, LLC
        4901 Marshall Street
        Wheat Ridge, CO 80033

Bankruptcy Case No.: 12-24325

Chapter 11 Petition Date: July 9, 2012

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Aaron A Garber, Esq.
                  KUTNER MILES BRINEN, P.C.
                  303 E. 17th Ave.
                  Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: aag@kutnerlaw.com

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

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

A copy of the list of two largest unsecured creditors is
available for free at http://bankrupt.com/misc/cob12-24325.pdf

The petition was signed by Cheryl Wise, managing member.


CORD BLOOD: Refinances JMJ Debt From Securities Sale to Tonaquint
-----------------------------------------------------------------
Cord Blood America, Inc., has signed a new Securities Purchase
Agreement and related documents with Tonaquint, Inc., including a
Secured Convertible Promissory Note in the amount of $1,252,000.

Separately the Company made a final and full payment to JMJ
Financial in the amount of $1,117,730.50.  The agreement with, and
payment to JMJ, also includes full release and cancellation
provisions regarding all other notes, amendments, claims and
rights that may have existed between the parties.

Joseph Vicente, who became Chairman and President on May 15, 2012,
explained several key components of the restructured agreements:
"The previous JMJ agreements contained several provisions that
made them onerous if left in place.  One issue was our requirement
to take from the existing notes, at JMJ's option, an additional
amount in cash of over $1.9 million.  Moreover, there were two
other notes JMJ could have elected to execute that could have
further advanced the cash sum to be paid to the Company, adding
further debt to the balance sheet.  The requirement to take such a
large amount of cash absent a commensurate rate of return for such
funding was simply an example of unwarranted potential shareholder
dilution and something CBAI's new management finds unacceptable."

By cancelling these additional funding options CBAI is not
forgoing accretive growth propositions, rather, it is taking this
opportunity to institute a level of control of our financing not
previously in place.  The Tonaquint's agreements contain a right
of first refusal to provide future financing to CBAI in the event
the Company would need to seek such financing.

Tonaquint shares common management with St. George Investments,
LLC, and with this restructuring these two entities hold
approximately 88% of the Company's total debt balance.  Tangiers
Investors, LP is the other remaining creditor for the Company's
long-term debt.

"With JMJ's previous debt balance very close to that of St.
George's balance, we believed it important to try limiting the
number of competing parties selling simultaneously in the
marketplace and thus possibly stalling stock price increase
momentum," the company's statement said.

While there is a provision that allows for Tonaquint, under
certain restrictions, to accelerate the conversion on all or a
portion of the outstanding amount of its note into shares of the
Company's common stock at a price of $0.03, the agreements include
an amortization schedule that allows for a structured monthly
payback amount.  The fact that the payment schedule will not begin
for a period of six months from the date of issuance of the
Tonaquint note, combined with a structured payment schedule,
provides the Company some spacing as it prepares to meet its debt
obligations.

CBAI retains the option, under the Tonaquint note, to pay any
portion of the monthly amortization payment with cash without any
premium.  Additionally, the Tonaquint agreements contain
prepayment provisions that carry no penalty or premium language if
any amount of the debt is prepaid with cash, even if the payment
occurs outside the amortization schedule.  These highly positive
changes provide the Company with an unprecedented level of
flexibility as it addresses its longer term payment options for
this debt obligation.

"As I commented in May regarding our Q1 2012 results, the legacy
$2.3 million in principal debt against an authorized share count
that has reached its ceiling, was an issue for which we needed
to explore alternatives.  The announcement of this debt
restructuring, along with our settlement agreement effective June
22, 2012 with BioCells, has now put us in a position where can
move forward with a plan to extinguish the remaining Company
debt," Mr. Vicente said.

"We believe we have removed a high degree of uncertainty in both
instances, and replaced them with agreements that have very
definable components considering the time and financial
obligations of CBAI.  With these two long term liabilities reduced
and settled we have begun the process, and expect within the next
few weeks, to file with the SEC a proxy to increase the authorized
share limit.  This will not be accompanied by a reverse split, but
solely an increase in the authorized.  Our primary goal with this
increase in the authorized is to eliminate the existing debt, and
not fund the ongoing working capital requirements of the Company."

"We are asking our shareholders to support management in this
measure," Cord Blood America's new President stated.  "However, we
also know that it would be naive to believe that there will not be
responses that elicit the fears of dilution; certainly a
historical issue for the Company.  While we cannot erase the past,
we believe it equally important to demonstrate how the actions of
the new management team over the last eight weeks have positioned
the business in a more positive strategic direction, and how our
efforts have addressed the seriousness which we view the issue of
dilution.  We will continue to strive to strengthen the balance
sheet and create shareholder value in the long term and will only
evaluate an acquisition where we are confident the return on
investment exceeds the costs."

Several points that reinforce that trend:

   -- The BioCells settlement agreement took an obligation of,
      potentially, in excess of $705,000 due in cash in 2012, and
      in fact already due, and with the exception of $60,000 to be
      paid in cash in 2012 ($25,000 of which has already been
      paid), successfully negotiated instead a contingency payout.
      The payout amount is based on and to be paid from the pro
      rata dividends, if any, due to the Company based solely on
      BioCells' performance.  The net effect of this is there will
      be no large cash payment by the Company in 2012, which would
      have required the additional issuance of further dilutive
      convertible debt financing or some other form of financing
      requiring the issuance of CBAI shares.  Considering the
      BioCells agreement, along with the JMJ notes that were
      cancelled and not including amounts contained in additional
      notes JMJ may have executed, in the past month, the Company
      has negotiated out of over $2.5 million that would have
      potentially required convertible debt or other financing.
      The result is a reduction in the potential dilution to the
      Company's shareholders by more than half.

   -- There have been no capital contributions from the existing
      promissory notes since March 2012, except for the final
      installment of the St. George note, and since our Q1 filing,
      no additional promissory or debt related instruments have
      been executed, other than the notes summarized herein and in
      the 8K filed on July 6, 2012.

   -- With the termination of the JMJ notes, there are no further
      obligations required under any existing agreements that
      require CBAI to take any additional funding.

The Company said "[It] pointed out in the press release regarding
the BioCells transaction that the Company is at a period in its
life cycle where all of its subsidiaries andr investments need to
be self sufficient.  This is also true of the parent Company, Cord
Blood America, Inc.  The net result is that as of today, its plans
do not include financing options for funding daily operations.
This goal remains our number one priority.

"In closing, we appreciate the continued strong interest from our
shareholders.  We hear you.  While today will not satisfy all the
questions that remain, we believe this most recent set of
announcements provide a level of clarity to the most pressing
question facing the Company; the solution to the remaining debt
balance.  We continue to believe that a company absent of debt,
with the ability to operate on its own cash flows provides an
abundance of strategic growth opportunities, and sustainable
shareholder value.  We also understand that there are challenges
that lie ahead, however, we are confident that today is a major
step forward and we look forward to communicating our progress in
the quarters ahead," Mr. Vicente concluded.

                      About Cord Blood America

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

After auditing the 2011 results, Rose, Snyder & Jacobs, LLP, in
Encino, California, expressed substantial doubt substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has sustained
recurring operating losses, continues to consume cash in operating
activities, and has insufficient working capital and an
accumulated deficit at Dec. 31, 2011.

Cord Blood reported a net loss attributable to the Company of
$5.97 million in 2011, compared with a net loss attributable
to the Company of $8.09 million in 2010.

The Company's balance sheet at March 31, 2012, showed $7.41
million in total assets, $7.31 million in total liabilities and
$101,042 in total stockholders' equity.


DELTA PETROLEUM: Committee Objects to Navigant Consulting Hiring
----------------------------------------------------------------
BankruptcyData.com reports that Delta Petroleum's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court an objection to the Debtors' motion to retain Navigant
Consulting (PI) as valuation advisor.

The committee asserts, "Upon information and belief, the bulk of
Navigant's work will be related to valuing the Wapiti Causes of
Action. The Wapiti Causes of Action will be contributed to the
Wapiti Trust on the effective date of the Plan As such, the
appropriate time to perform this valuation work is after the
Effective Date, when the Wapiti Trust Oversight Board can decide
which advisor to retain and then supervise such advisor consistent
with their duties to the Wapiti Trust as described in the Plan.
Second, Navigant has, upon information and belief, previously
performed certain services for a third party related to the very
assets at issue in the Wapiti Causes of Action. The Committee is
concerned that this past work, the substance of which is not known
to the Committee (or, as of July 6, 2012, the Debtors) could prove
problematic in connection with the Wapiti Trust's pursuit of the
Wapiti Causes of Action."

                       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.


DEWEY & LEBOEUF: Allowed to Break Most of Its Leases
----------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that a New York
bankruptcy judge let Dewey & LeBoeuf LLP reject most of its
property leases Monday, giving two objecting landlords until
5 p.m. today, July 11, to inform the court whether they'll accept
the cancellation of the leases as of June 20.

That's the date the debtor filed its motion to reject certain
unexpired leases and subleases of nonresidential real property and
abandon related personal property dating back to May 29, the date
of the bankruptcy petition, Bankruptcy Law360 relates.

                        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.


DGSE COMPANIES: Glancy Binkow & Goldberg Probes Firm
----------------------------------------------------
Glancy Binkow & Goldberg LLP is investigating potential claims on
behalf of purchasers of the securities of DGSE Companies Inc.
concerning possible violations of federal securities laws.  The
investigation focuses on allegations that certain statements
issued by the Company between Aug. 14, 2007 and April 16, 2012,
regarding DGSE's business, operations and financial condition were
false and misleading. DGSE, together with its subsidiaries, buys
and sells jewelry, bullion products, and rare coins to wholesale
and retail customers in the United States.

The investigation is related to DGSE's April 16, 2012 disclosure
that the Company's board of directors had determined the existence
of certain accounting irregularities beginning during DGSE's 2007
second calendar quarter and continuing in all subsequent periods,
which could affect financial information reported since that time.
According to the Company, the accounting irregularities were the
result of improper accounting of inventory and other balance sheet
accounts by its former Chief Financial Officer.  On this news, the
trading of DGSE common stock was halted by the American Stock
Exchange.  The Company now has until Oct. 31, 2012 to comply with
American Stock Exchange rules to avoid delisting.

Subsequently, on June 18, 2012, the Company received written
notice that the Securities and Exchange Commission initiated a
private investigation into certain accounting irregularities,
disclosed in the Company's Form 8-K, dated April 16, 2012, to
determine whether any persons or entities engaged in, or are about
to engage in, any possible violations of the federal securities
laws.

                       About DGSE Companies

DGSE Companies, Inc. -- http://www.bullionexpress.com--
wholesales and retails jewelry, diamonds, fine watches, and
precious metal bullion and rare coin products through its Bullion
Express, Charleston Gold & Diamond Exchange, Dallas Gold & Silver
Exchange, Southern Bullion Coin & Jewelry and Superior Gold &
Diamond Exchange operations.  DGSE also owns Fairchild
International, Inc., one of the largest vintage watch wholesalers
in the country.


DYNEGY INC: Seeks Joint Administration With Dynegy Holdings
-----------------------------------------------------------
Dynegy Inc. is asking the U.S. Bankruptcy Court for the Southern
District of New York to approve the joint administration of its
Chapter 11 case with the bankruptcy cases of Dynegy Holdings LLC
and its affiliated debtors.

Dynegy Inc. filed for bankruptcy protection on July 6 to carry out
a settlement with creditors holding more than $2.7 billion of
claims against Dynegy Holdings and to complete a merger of the two
companies.

J. Christopher Shore, Esq., at White & Case LLP, in New York, said
the proposed joint administration of the cases is for "procedural
purposes" only.  If approved, it would expedite the administration
of Dynegy's case and would reduce expenses, he said.

The joint administration won't affect David Hershberg's role as
Dynegy Holdings' independent manager.  In addition, Dynegy has
plans to hire separate counsel, according to court papers.

Dynegy proposed that the July 3 order approving the outline of
Dynegy Holdings' restructuring plan or the so-called disclosure
statement, and certain court orders be made applicable to its
bankruptcy case.  It also asked the bankruptcy court to amend its
July 3 order to authorize the solicitation of votes with respect
to the company.

Catherine Callaway, executive vice-president of Dynegy, said the
company's involvement in the confirmation process is necessary
given that the plan and the disclosure statement contemplate the
merger of the company and Dynegy Holdings and provide for the
treatment of claims against and interests in Dynegy.

Moreover, the disclosure statement provides that if Dynegy puts
itself into Chapter 11 protection, the outline has to be modified
to reflect such filing and be a disclosure statement for both the
company and Dynegy Holdings, Ms. Callaway said in a declaration.

Dynegy also proposed to postpone the meeting of creditors under
Section 341(a) of the Bankruptcy Code.  The company expects that
it has few creditors, many of which will be unimpaired under the
restructuring plan, and that the total amount of its unsecured
claims will have no material impact on the results of voting or
the treatment of general unsecured claims under the plan,
according to court papers.

                       U.S. Trustee Objects

The U.S. Trustee, a Justice Department agency that oversees
bankruptcy cases, said the company requested "extraordinary first
day relief" including the applicability of certain court orders
"without having met its burden of proof for the granting of such
relief."

Dynegy may not obtain any of this relief within the first 21 days
after its bankruptcy filing except "to the extent that relief is
necessary to avoid immediate and irreparable harm," the U.S.
Trustee said in a court filing.

The U.S. Trustee also said the bankruptcy court should refrain
from entering any order approving the retention of ordinary course
professionals even on an interim basis, pointing out that it falls
within the purview of Rule 6003(a).

                           About Dynegy

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

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

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

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings undertaken
Dynegy Inc. and its affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


DYNEGY INC: Proposes Aug. 1 as Claims Bar Date
----------------------------------------------
Dynegy Inc. asked the U.S. Bankruptcy Court for the Southern
District of New York to issue an order establishing a deadline for
creditors to file their proofs of claim.

The company proposed that the bankruptcy court establish
August 1, 2012, at 5:00 p.m. (Prevailing Eastern Time) as the
deadline for creditors, other than governmental units, to file
their claims, and January 2, 2013, at 5:00 p.m. (Prevailing
Eastern Time) as the deadline for governmental units to file their
claims.

Any creditor that asserts a claim, which stems from the rejection
of an executory contract or unexpired lease, may file a proof of
claim by the later of either the applicable "Bar Date" or the
first business day that is at least 30 calendar days after the
mailing of a notice of rejection or a notice of an order approving
the rejection.  Meanwhile, creditors holding claims that were
reduced by amendments to the schedules may file a proof of claim
on the later of the applicable Bar Date or the first business day
that is at least 21 calendar days after the mailing of the notice
of the amendment.

                      Claims Filing Process

Dynegy also sought permission to implement a process governing the
filing of proofs of claim.

Under the process, the proofs of claim must substantially conform
to Dynegy's proposed claim form, which is based on Official Form
10.  The proofs of claim must be filed so that they are actually
received by the bankruptcy court or Epiq Bankruptcy Solutions LLC,
the company's noticing and claims agent, on or before the
deadline.

Proofs of claim must be filed by mail or overnight delivery to the
claims agent:

   By first-class mail:

      Dynegy Inc. Claims Processing Center
      c/o Epiq Bankruptcy Solutions, LLC
      FDR Station, P.O. Box 5069 757
      New York, NY 10150-5069

   By overnight mail or hand delivery:

      Dynegy Inc. Claims Processing Center
      c/o Epiq Bankruptcy Solutions, LLC
      Third Avenue, Third Floor
      New York, NY 10017

Creditors may also submit the claim forms by hand delivery to:

      Clerk of the Bankruptcy Court
      United States Bankruptcy Court for the
      Southern District of New York
      355 Main Street
      Poughkeepsie, NY 12601

Any holder of a claim that has been allowed by order of the
bankruptcy court, has been paid in full by Dynegy or for which a
separate deadline and procedure for setting forth such claim has
been fixed by the bankruptcy court is not required to file a proof
of claim.

Any creditor that has already filed a claim with the Clerk of the
U.S. Bankruptcy Court using a form that substantially conforms to
the proposed claim form or Official Form 10 is not also required.

Any holder of a claim which is listed in Dynegy's schedules is not
also required to file, provided that the claim is not scheduled as
"disputed," "contingent" or "unliquidated," and the creditor does
not disagree with the amount, nature and priority of the claim as
stated in the schedules.

Dynegy does not also require creditors asserting a claim as a fee
claim or an expense of administration of its estate to file proofs
of claim.  Any affiliate of Dynegy having a claim against the
company or any holder of equity interests that does not assert any
rights as creditor of the company is also exempted.

A copy of the proposed order containing details of the procedures
is available without charge at:

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

                     Notice of the Bar Date

Dynegy will serve a notice to all known creditors and other
concerned parties, including the U.S. Trustee and attorneys for
the official committee of unsecured creditors, at least two
business days after the bankruptcy court approves its requests.

The company will also have the notice published in the national
edition of The New York Times and The Wall Street Journal at least
21 days prior to the August 1 deadline.

A creditor's failure to file a proof of claim constitute grounds
for disallowance of such claim; render the creditor ineligible for
voting on any Chapter 11 plan filed in Dynegy's or for receiving
distributions under that plan; and render the creditor bound by
the terms of any confirmed plan unless otherwise agreed to by the
company and the committee.

                           About Dynegy

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

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

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

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings undertaken
Dynegy Inc. and its affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


DYNEGY INC: Files Statement of Financial Affairs
------------------------------------------------
Dynegy Inc. disclosed that it received income other than from the
operation of its business in the two years preceding its Petition
Date:

  Amount     Source
  ------     ------
  $1,933     YTD 2012 from interest and miscellaneous income
  $64,707    FYE 2011 from interest and miscellaneous income

Within 90 days immediately preceding the Petition Date, the
Debtors made payments or other transfers to creditors totaling
more than $97 million.

Dynegy Inc. also disclosed that it is a party to several suits and
administrative proceedings, executions, garnishments and
attachments within one year immediately preceding the Petition
Date.  There are nine suits that are still pending, including a
shareholder litigation regarding failed Blackstone merger
captioned Dynegy Inc. v. Coleen Witmer, et al., Cause No. 01-11-
00853-CV, pending in the First District Court of Appeals of Texas.

Dynegy Inc. said it paid more than $22 million to attorneys and
other professionals for consultation concerning debt consolidation
and the preparation of its bankruptcy within one year before the
Petition Date.

Full-text copies of the Statements are available for free at:

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

                           About Dynegy

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

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

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

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings undertaken
Dynegy Inc. and its affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


DYNEGY INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Dynegy Inc.
          aka Dynegy Acquisition, Inc.
        601 Travis, Suite 1400
        Houston, TX 77002

Bankruptcy Case No.: 12-36728

Chapter 11 Petition Date: July 6, 2012

Affiliates that previously sought Chapter 11 protection on Nov. 7,
2011:

        Debtor                          Case No.
        ------                          --------
Dynegy Holdings, LLC                    11-38111
Dynegy Roseton, L.L.C.                  11-38107
Dynegy Danskammer, L.L.C.               11-38108
Hudson Power, L.L.C.                    11-38109
Dynegy Northeast Generation, Inc.       11-38110

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

Judge: Cecelia G. Morris

About the Debtors: Dynegy Inc. produces and sells electric
                   energy, capacity and ancillary services
                   in key U.S. markets.  Dynegy Inc. filed for
                   Chapter 11 protection to effectuate a merger
                   with Dynegy Holdings, LLC, pursuant to the
                   terms of a court-approved settlement and the
                   Chapter 11 plan of DH.  Dynegy Inc. is seeking
                   joint administration with DH's Chapter 11
                   cases.

Dynegy Inc.'s
Counsel:      J. Christopher Shore, Esq.
              WHITE & CASE LLP
              1155 Avenue of the Americas
              New York, NY 10036
              Tel: (212) 819-8200
              Fax: (212) 354-8113
              E-mail: cshore@whitecase.com

Nov. 7 Debtors'
Counsel:      Matthew A. Clemente, Esq.
              Paul S. Caruso, Esq.
              Brian J. Lohan, Esq.
              SIDLEY AUSTIN LLP
              One South Dearborn Street
              Chicago, IL 60603
              Tel: (312) 853-7000
              Fax: (312) 853-7036
              E-mail: mclemente@sidley.com
                      pcaruso@sidley.com
                      blohan@sidley.com

Nov. 7 Debtors'
Special
Litigation
Counsel:      WHITE & CASE LLP

Nov. 7 Debtors'
Financial
Advisor:      FTI CONSULTING


Nov. 7 Debtors'
Claims and
Noticing
Agent:        EPIQ BANKRUPTCY SOLUTIONS


Dynegy Inc.'s
Total Assets: $11.353 billion as of May 31, 2012

Dynegy Inc.'s
Total Debts: $5.130 billion as of May 31, 2012

Dynegy Inc. did not file a new list of top largest unsecured
creditors together with its petition.

The petitions were signed by Catherine B. Callaway, executive vice
president, general counsel and chief compliance officer.


DYNEGY INC: Bankruptcy Filing Cues Fitch to Lower Rating to 'D'
---------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) of
Dynegy Inc. to 'D' following its bankruptcy filing, and removed
the issuer from Rating Watch Evolving.  The ratings for Dynegy
Power, LLC (GasCo, IDR 'CCC', Rating Watch Evolving) and Dynegy
Midwest Generation, LLC (CoalCo, IDR 'CCC', Rating Watch Evolving)
are unaffected by today's rating action on Dynegy.

On July 6, 2012, Dynegy filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code.  This filing is necessary
to facilitate the restructuring of Dynegy Holdings, LLC (DH),
which had filed for bankruptcy protection on Nov. 7, 2011, along
with four of its wholly owned subsidiaries.  The Chapter 11 plan
for reorganization for DH, which has been agreed to with DH's
major creditors, contemplates a merger of Dynegy and DH such that
Dynegy will be the surviving entity.

Dynegy's bankruptcy filing has no impact on the bankruptcy remote
entities, Dynegy Coal HoldCo, LLC and Dynegy GasCo Holdings, LLC
and their indirect wholly owned subsidiaries, CoalCo and GasCo,
respectively.  The bankruptcy filing of Dynegy does not constitute
a default under the first lien credit facilities at CoalCo and
GasCo.

Fitch has taken the following ratings action:

Dynegy Inc.

  -- IDR downgraded to 'D' from 'CC'.


DYNEGY INC: NYSE Suspends Trading After Chapter 11 Filing
---------------------------------------------------------
The New York Stock Exchange suspended trading in Dynegy Inc. after
a unit of the power producer filed a reorganization plan under
Chapter 11 of the U.S. Bankruptcy Code in the Southern District of
New York, Poughkeepsie Division, MarketWatch reports.  Dynegy's
debtors announced they reached an agreement with holders of an
aggregate amount of about $1.4 billion of Dynegy Holdings
unsecured notes.  The bankruptcy filing covers Dynegy Holdings,
its direct wholly owned subsidiary, and four of Dynegy Holdings'
subsidiaries.  The bankruptcy filing lists $11.4 billion in assets
and $5.1 billion in debt.  Shares of Dynegy closed July 5 at 59
cents, the report noted.

                           About Dynegy

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

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

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

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings undertaken
Dynegy Inc. and its affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


DYNEGY POWER: Moody's Confirms 'B2' CFR; Outlook Stable
-------------------------------------------------------
Moody's Investors Service has confirmed the ratings of Dynegy
Power, LLC. (GasCo), including the B2 Corporate Family Rating, the
Caa1 Probability of Default Rating, and the B2 (LGD-2, 29%) rating
on the company's senior secured term loan. The rating action
concludes the review for possible downgrade which commenced on
November 11, 2011. The rating outlook for GasCo is stable.

Ratings Rationale

The rating confirmation reflects, in large part, the progress that
has occurred with respect to the Dynegy Holdings, LLC's (DH) (and
certain affiliates) bankruptcy case. Specifically, on June 1st,
the bankruptcy court approved a settlement agreement among
creditors representing about 65% of DH's unsecured claims and
covering all classes of DH debt. The settlement agreement formed
the basis for the company's Plan of Reorganization (POR) and the
related Disclosure Statement was approved by the bankruptcy court
on July 3rd. The rating confirmation acknowledges the March 9th
finding by the examiner concerning the GasCo financing and
associated ring-fencing transactions that, among other things, the
transactions were not improper and provided several benefits to DH
prior to its November 2011 bankruptcy filing. The rating
confirmation further considers the July 6 voluntary bankruptcy
filing by parent company, Dynegy, Inc. (DYN), which was
anticipated, and intended to facilitate a merger between DH and
DYN, which is a key component of the company's POR. The
maintenance of a Caa1 Probability of Default Rating is based on
the fact GasCo currently remains an indirect wholly-owned
subsidiary of two bankrupt parents, DH and DYN.

Under the current POR, DH's unsecured creditors will receive DYN
common equity representing a 99% stake in the reorganized company
at emergence from bankruptcy. DH claims participating in this
class include DH's $3.4 billion in senior notes, a $110 million
tax indemnity claim from a Public Service Enterprise Group, Inc.
subsidiary and a $540 million guaranty claim against DH relating
to the Roseton-Danskammer lease. Unsecured creditors will also
share a cash distribution of $200 million at bankruptcy emergence.
As part of the POR, lease noteholders will be entitled to 50% of
the proceeds from the future sale of the Roseton and Danskammer
plants; provided that the sales proceeds for lease debt holders
will be capped at $31 million. DH's unsecured creditors will be
entitled to the remaining 50% of the proceeds. Also, a $200
million claim from subordinated debt holders will be reduced to
$55 million and treated as an unsecured claim. Finally, DYN equity
holders will receive a claim equal to 1% of the fully-diluted
common stock of the reorganized company, and 5-year warrants to
purchase 13.5% of the common stock of the reorganized company (on
a fully-diluted basis) to be exercisable at an equity value for
the reorganized company of $4 billion, which Moody's calculates as
a 35.6% premium from the midpoint of the equity valuation outlined
in the POR.

Assuming that the DH creditors approve the current POR and
subsequently obtain approval from the bankruptcy court, DYN's
funded gross debt, upon emergence from bankruptcy, will amount to
approximately $1.7 billion, a reduction of more than $4 billion,
with approximately $1.1 billion of funded debt being at GasCo and
approximately $600 million of funded debt being at Dynegy Midwest
Generation, LLC. (CoalCo). The company hopes to emerge from
bankruptcy in September 2012.

The stable outlook reflects Moody's belief that GasCo will remain
a non-debtor subsidiary of DYN and that the current POR will be
approved by creditors and by the bankruptcy court. The ratings
will be downgraded if Moody's believes there is an increased
likelihood that GasCo could become pulled into bankruptcy to
either facilitate DYN's emergence from bankruptcy or because of
efforts from creditors. While Moody's believes that the current
POR has a reasonably good likelihood of being approved, in the
unlikely event that it is not approved, Moody's believes that the
potential for a GasCo bankruptcy will have increased.

The methodologies used in this rating were Unregulated Utilities
and Power Companies published in August 2009, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Houston, TX, DYN's subsidiaries produce and sell
electric energy, capacity and ancillary services throughout the
US. GasCo's power generation portfolio consists of about 6,771
megawatts (MW) of primarily natural gas-fired intermediate and
peaking power generation facilities. CoalCo's portfolio consists
of about 3,132 MW of primarily coal-fired baseload power plants.
The DNE portfolio consists of about 1,693 MW from two power plants
which are primarily natural gas-fired peaking and baseload coal
generation facilities.

The principal methodology used in this rating was Unregulated
Utilities and Power Companies published in August 2009.


DZ.EYE.N STUDIOS: Petitioner Wants Chapter 11 Trustee
-----------------------------------------------------
Angel Staffing Incorporated, the petitioner in the Chapter 11 case
of DZ.EYE.N Studios, LLC, d/b/a Boss-Creative, asks the Bankruptcy
Court to appoint a qualified, independent and neutral person as
interim Chapter 11 Trustee in the Debtor's case.

In October 2010, Angel Staffing loaned the Debtor $100,000.  Angel
Staffing asserts the Debtor has never repaid one penny of this
loan while the principals have paid themselves handsome dividends.
According to Angel Staffing, the Debtor has consistently failed to
comply with its requests to access the Debtor's books and records.

Eric Terry, Esq., at Haynes and Boone, LLP, in San Antonio, Texas,
counsel for the Petitioner, says Angel Staffing has no confidence
in the abilities or motivations of present management.

"In light of all of the foregoing factors, a balancing of
potential harms and benefits reveals that the appointment of a
trustee can be only advantageous to the estate," he asserts.

In May 2012, Angel Staffing filed a lawsuit styled Angel Staffing,
Inc. and Shannon Ralston v. DZ.EYE. STUDIOS, LLC d/b/a Boss
Creative et al., case no. 2012-CI-07380, in the 45th Judicial
District, Bexar County, Texas.

An involuntary Chapter 11 case was filed against DZ.EYE.N Studios,
LLC (Bank. W.D. Tex. Case No. 12-51861) on June 8, 2012, by Angel
Staffing.  Angel Staffing asserted a $425,000 claim for an unpaid
loan.


EASTMAN KODAK: Retirees File Suit Over Benefits
-----------------------------------------------
Eastman Kodak's official committee of retired employees filed with
the U.S. Bankruptcy Court a suit against the Debtors seeking to
resolve a controversy regarding whether the requirements of 11
U.S.C. Section 1114 apply to all "retiree benefits," and therefore
apply to any proposal or application by Eastman Kodak Company to
terminate or modify retiree benefits.

The committee states, "The Retiree Committee respectfully requests
that the Court: (1) declare that Section 1114 applies to all
Retiree Benefits, whether or not vested, and that the Debtors must
therefore comply fully with the provisions of 11 U.S.C. Section
1114 if they seek to modify or terminate any Retiree Benefits; and
(2) award the Retiree Committee such other and further relief
which this Court deems just and proper."

                        About Eastman Kodak

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

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

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

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

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

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

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

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


ESP RESOURCES: Incurred $395,400 Net Loss in First Quarter
----------------------------------------------------------
ESP Resources, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $395,380 on $4.29 million of sales for the
three months ended March 31, 2012, compared with a net loss of
$839,464 on $1.82 million of sales for the same period of 2011.

The Company's balance sheet at March 31, 2012, showed
$7.11 million in total assets, $6.22 million in total liabilities,
and stockholders' equity of $888,946.

As reported in the TCR on March 29, 2012, MaloneBailey, LLP, in
Houston, Tex., expressed substantial doubt about the Company'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 losses
and negative cash from operations through Dec. 31, 2011.

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

                       http://is.gd/g9InfS

Scott, La.-based ESP Resources, Inc., through its wholly owned
subsidiary, ESP Petrochemicals, Inc., is a custom formulator of
specialty chemicals for the oil and gas industry.


EZENIA! INC: Settles 2 Former Executives' Severance Claims
----------------------------------------------------------
Bob Sanders at New Hampshire Business Review reports that Ezenia
has settled the severance claims of two former executives for
almost $60,000, but the largest claim, of its former CEO, remains
unresolved.

The report says the executives' claims have languished since last
September, when the publicly traded software company, then
headquartered in Nashua, filed for Chapter 11 bankruptcy
protection.  Ezenia settled the smaller claim of former chief
operating officer Tom McCann at the end of last month for $19,000.
Mr. McCann started with the company on April 1, 2010, and was
terminated on June 30, 2011, according to the report.

The report notes the company initially denied the claims on the
basis that "it may have certain causes of action against Mr.
McCann for certain acts and omissions made during his employment"
-- allegations that Mr. McCann denied.  Mr. McCann filed a
priority claim of $12,725 and general claim of $34,425.  The
$19,000 lump sum settlement still has to be approved by a
bankruptcy court judge, which has scheduled a hearing on it for
July 24.

According to the report, the court in June approved the $40,000
claim of former President Peter E. Janke.  It was half the amount
Mr. Janke sad he was owed.  Mr. Janke, a former Raytheon
executive, first joined the firm as a board member in June 2010
and took over as president in September 2010 with a base salary of
$240,000.

The report relates Mr. Janke also signed a severance agreement
entitling him to receive six months' salary if he was terminated
by the company "without cause."  Mr. Janke was terminated April 1,
2011, as part of a restructuring agreement, but he didn't get paid
the severance. The company claimed he violated the severance terms
by receiving self-employment income.  Mr. Janke disputed that and
filed suit in July 2011 in a state court in Virginia.  But that
suit was stalled by the company's bankruptcy filing.  Mr. Janke
agreed to drop the suit as part of a $40,000 settlement.

The report adds Khoa D. Nguyen also filed suit against the company
in Virginia, for $1.5 million, alleging that the board forced him
to resign in June 2011, but there were no settlements regarding
his claims as of July 9.  In his suit, Mr. Nguyen alleged that the
board's termination of Mr. Janke from under him and denial of
severance was a "change in control," effectively freezing him out,
and thereby giving him no choice but to resign.

                           About Ezenia!

Ezenia! Inc., filed for Chapter 11 protection (Bankr. D. N.H. Case
No. 11-13664) on Sept. 30, 2011.  Judge J. Michael Deasy presides
over the case.  Daniel W. Sklar, Esq., at Nixon Peabody LLP,
represents the Debtor.

In updated court filings, the Company disclosed $2.5 million in
assets and $1.3 million in debt.  Its largest asset -- worth $2.4
million -- is a prepaid licensing contract with Microsoft Corp.

Ezenia! Inc., has moved its corporate headquarters to Gig Harbor,
Wash., while its finance office is in Salem, N.H.  It was
originally based in Nashua, N.H.  The company previously disclosed
it was considering moving to Seattle, Wash., to be near Microsoft.

Ezenia stock is traded on the Pink Sheets.


FILENE'S BASEMENT: Plan Outline Hearing Continued to July 13
------------------------------------------------------------
The hearing to consider approval of the disclosure statement with
respect to the Joint Plan of Reorganization of Syms Corp. and its
subsidiaries has been continued until July 13, 2012, at 10:00 a.m.
The hearing was originally scheduled for July 9.

In addition, the Bankruptcy Court has extended until July 31,
2012, the Debtors' exclusive period to file a plan upon oral
request of the Debtors.

Peg Brickley at Dow Jones' DBR Small Cap reports that the alliance
behind a deal to get Syms Corp. out of bankruptcy is holding, and
a revamped Chapter 11 plan should be on file before a key Friday
court hearing, attorneys said.

Under the Plan filed May 24, 2012, Syms anticipates paying all its
creditors in full.  This includes creditors to whom Syms provided
guarantees of certain Filene's liabilities.  In resolution of
certain intercompany claims and related matters concerning the
Debtors' historic operations, Syms has agreed that Filene's
creditors will share pro rata in a portion of the proceeds of
Sym's assets.  The Debtors do not believe that Advertising or
Clothing have any assets or liabilities, therefore, the Debtors
have not proposed a plan for either of these entities.

The Plan, while denominated a "Joint Plan" constitutes two
separate plans for purposes of voting and distribution.

Under the Plan, each holder of Syms General Unsecured Claim --
estimated at $60.3 million -- that is allowed will be paid in full
in cash within four years of the plan effective date.  Under the
Plan, each holder of Filene's General Unsecured Claims --
estimated at $36.8 million -- that is allowed will be paid 75% of
the face amount of its claim in cash within four years of the plan
effective date.

As of May 24, Syms is holding cash of approximately $5.5 million
and Filene's is holding cash of approximately $8.6 million.  Syms
estimates that its real estate assets have an aggregate net
realizable value of approximately $149.5 million.

A copy of the Disclosure Statement is available for free at:

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

               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: Jacob Renick Appointed as Fee Examiner
---------------------------------------------------------
The Bankruptcy Court has authorized the employment of Jacob M.
Renick as the fee examiner in the bankruptcy case of Filene's
Basement, LLC, et al.  The Order was made upon agreement among the
Debtors, the Official Committee of Unsecured Creditors and the
Official Committee of Syms Corp. Equity Security Holders.

The Fee Examiner will review in detail all monthly fee requests,
quarterly interim fee applications and final fee applications
filed with the Court by professionals in the Debtors' case.

The Fee Examiner is authorized to utilize the services of the firm
M.J. Renick & Associates LLC.

The Court has determined that, in conjunction with the appointment
of a Fee Examiner, it is necessary to establish uniform procedures
for the review, allowance and payment of fees and expenses of
professionals to ensure compliance with Section 330 of the
Bankruptcy Code and other applicable rules and guidelines.

The hourly rates to be paid to the Fee Examiner and M.J. Renick
for services rendered will be:

     M. Jacob Renick        $450
     Other Professionals    $250 - $400

The Fee Examiner and M.J. Renick will be reimbursed for all
reasonable and necessary expenses in connection with the rendering
of the services.

               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: Equity Panel Taps Houlihan as Investment Banker
------------------------------------------------------------------
The Official Committee of Syms Corp. Equity Security Holders in
the bankruptcy case of Filene's Basement, LLC, et al., sought and
obtained permission from the Bankruptcy Court to retain Houlihan
Lokey Capital, Inc., as its financial advisor and investment
banker.

The Debtors are authorized and directed to pay Houlihan Lokey's
fees and to reimburse Houlihan Lokey for its expenses.

The Equity Committee and the Debtors will be bound by the
indemnification, contribution and exculpation provisions of the
Engagement Agreement and will indemnify and hold harmless Houlihan
Lokey and its affiliates.

Houlihan Lokey is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                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: Equity Panel Can Hire PWC as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Syms Corp. Equity Security Holders
obtained Bankruptcy Court approval to retain
PricewaterhouseCoopers LLP as its financial advisor nunc pro tunc
to Nov. 17, 2011.

The firm's rates are:

    Personnel                  Hourly Billing Rate
    ---------                  -------------------
   Partner/Principal                 $789
   Director/Senior Manager        $557-$607
   Manager                           $494
   Senior Associate                  $410
   Associate                         $347
   Secretarial                        $95

               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.


FIFTH SEASON INTERNATIONAL: Posts $3.3 Million Net Loss in Q1 2012
------------------------------------------------------------------
Fifth Season International, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $3.28 million on $37.52 million
of revenue for the three months ended March 31, 2012, compared
with net income of $4.54 million on $27.00 million of revenue for
the same period of 2011.

The Company's balance sheet at March 31, 2012, showed
$234.95 million in total assets, $195.00 million in total
liabilities, and stockholders' equity of $39.95 million.

"The Group's consolidated current liabilities exceeded its
consolidated current assets by approximately $35 million as of
March 31, 2012," the Company said in the filing.  "In addition the
Group has commitments for the tenant improvement projects and the
purchase of commercial properties totaled to $10.7 million as of
March 31, 2012.  Management believes that these factors raise
substantial doubt about its ability to continue as a going
concern."

"As of March 31, 2012, the Group is in compliance with the
covenant requirements with respect to the outstanding borrowings
except for the loan with China Construction Bank of Longyun which
it is not in compliance with the loan covenant.  Longyun [Zibo
Longyun Industrial and Trade Co., Ltd., one of the Company's
subsidiaries] entered into a loan agreement with China
Construction Bank on April 18, 2011, for borrowing $1,906,440 for
the purpose of maintaining cash flow.  The loan will be repayable
in 12 months at an interest rate of 15% above the base rate
published by the People's Bank of China.  According to the loan
agreement, Longyun's debt and capital ratio should not be higher
than 65%, current ratio should not be lower than 1 and quick ratio
should not be lower than 0.7.  Longyun's current ratio and quick
ratio were lower than 1 as of Dec. 31, 2011.  The maturity date of
the loan is April 18, 2012, and Longyun is in default of the loan.
The Group has orally agreed with China Construction Bank on
extending maturity date from April 18, 2012, to May 18, 2012.
During the period that the loan is in default, the Group is
required to pay an additional interest penalty charged at 50% of
the interest rate defined in the original loan agreement."

As reported in the TCR on April 23, 2012, Marcum Bernstein &
Pinchuk LLP, in New York, expressed substantial doubt about Fifth
Season's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has a significant
working capital deficiency.  "[A]s of Dec. 31, 2011, the Company
is not in compliance with its loan covenant in connection with its
loan with China Construction Bank," the independent auditors said.

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

                       http://is.gd/lL9V0Z

Located in Shenzhen, People's Republic of China, Fifth Season
International, Inc., is engaged in the investment, assignment, and
leasing of commercial properties, in the operation of department
stores, and in the wholesale of goods in China.


FLORIDA EUROPEAN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Florida European Export-Import Co., Inc.
        1500 NW 96th Avenue
        Doral, FL 33172

Bankruptcy Case No.: 12-26338

Chapter 11 Petition Date: July 5, 2012

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

Judge: A. Jay Cristol

Debtor's Counsel: Nathan G. Mancuso, Esq.
                  MANCUSO LAW, P.A.
                  7777 Glades Road, #100
                  Boca Raton, FL 33434
                  Tel: (561) 245-4705
                  E-mail: ngm@mancuso-law.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 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/flsb12-26338.pdf

The petition was signed by Donald V. Blackburn, president.


FOODMART INTERNATIONAL: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Foodmart International Corp.
        175 Route 59
        Spring Valley, NY 10977

Bankruptcy Case No.: 12-23248

Chapter 11 Petition Date: July 5, 2012

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

Judge: Robert D. Drain

Debtor's Counsel: Mitchell J. Canter, Esq.
                  LAW OFFICES OF MITCHELL J. CANTER
                  100 Airport Executive Park, Suite 103
                  Nanuet, NY 10954
                  Tel: (845) 371-7500
                  Fax: (845) 352-4464
                  E-mail: mcanter@canterlaw.biz

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 22 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nysb12-23248.pdf

The petition was signed by Lewis Wu, president.


FOREVERGREEN WORLDWIDE: Had $126,900 Net Loss in 1st Quarter
------------------------------------------------------------
ForeverGreen Worldwide Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $126,891 on $3.60 million of
revenues for the three months ended March 31, 2012, compared with
a net loss of $342,783 on $2.82 million of revenues for the same
period of 2010.

The Company's balance sheet at March 31, 2012, showed
$2.34 million in total assets, $6.13 million in total liabilities,
and a stockholders' deficit of $3.79 million.

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

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

                       http://is.gd/yH8N4L

The Company reported a net loss of $1.46 million on $13.70 million
of revenues for the fiscal year ended Dec. 31, 2011, compared with
a net loss of $589,735 on $10.62 million of revenues for the
fiscal year ended Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.32 million
in total assets, $5.95 million in total liabilities, and a
stockholders' deficit of $3.63 million.

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

                       http://is.gd/nKew9x

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


FRESH START PRIVATE: Wilson Morgan Raises Going Concern Doubt
-------------------------------------------------------------
Fresh Start Private Management, Inc., filed its annual report on
Form 10-K for the fiscal year ended

Wilson Morgan LLP, in Irvine, California, expressed substantial
doubt about Fresh Start's ability to continue as a going concern.
The independent auditors noted that of the Company's losses from
operations.

The Company reported a net loss of $408,967 on sales of $771,762
for the year ended Dec. 31, 2011, compared with a net loss of
$154,590 on sales of $144,400 for the year ended Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $4.51 million
in total assets, $1.02 million in total liabilities, and
stockholders' equity of $3.49 million.

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

                       http://is.gd/7unyyD

Fresh Start Private Management, Inc., through its wholly owned
subsidiary, is an alcohol rehabilitation and treatment center
headquartered in Santa Ana, California.  The Company was
established in January 2010 and is currently operating in Santa
Ana, California.  The Company's alcohol rehabilitation program
consists of a Naltrexone implant that is placed under the skin in
the lower abdomen coupled with life counseling sessions from
specialized counselors.


GENELINK INC: Posts $105,700 Net Loss in Q1 2012
------------------------------------------------
GeneLink, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $105,673 on $771,664 of revenues for the three
months ended March 31, 2012, compared with a net loss of $592,223
on $1.40 million of revenues for the same period last year.

The Company's balance sheet at March 31, 2012, showed
$2.65 million in total assets, $4.12 million in total liabilities,
and a stockholders' deficit of $1.47 million.

Hancock Askew & Co., LLP, in Savannah, Georgia, expressed
substantial doubt about GeneLink's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has a working capital deficit of $436,310, has incurred recurring
operating losses since inception including a loss of $3.8 million
in 2011 and had an accumulated deficit at Dec. 31, 2011, of
$24,560,315.

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

                       http://is.gd/OnL11R

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


GETTY PETROLEUM: Committee Reviewing ConocoPhillips Claim
---------------------------------------------------------
Convenience Store News, citing a report by Dow Jones & Co.'s DBR
Small Cap, relates ConocoPhillips Inc. is seeking to cast a ballot
in the Chapter 11 bankruptcy case of Getty Petroleum Marketing
Inc., saying GPMI is worth $96.6 million.  The claim is based upon
GPMI's alleged agreement to indemnify ConocoPhillips for
environmental contamination at 77 gas stations.

The report relates, if ConocoPhillips' claim is allowed to stand,
it could have a major effect on GPMI's bankruptcy plan.

Andrew Goldman, Esq., at Wimer Cutler Pickering Hale and Dorr LLP
told Dow Jones, the parent of the Wall Street Journal, on Friday
the official committee of unsecured creditors is currently
reviewing ConocoPhillips' claims.  It is too early to tell the
specifics of how ConocoPhillips' claim would affect GPMI's
bankruptcy, the report adds.

According to the report, ConocoPhillips said in bankruptcy court
filings it gave 273 convenience stores and gas stations to GPMI in
2005, along with $53 million in cash.  Subsequently, GPMI took the
cash and allegedly promised to remediate any environmental damage
at the sites, the news outlet reported.  A few years later, Lukoil
took on responsibility for 196 of the locations, with GPMI
handling the rest.

The report notes ConocoPhillips' claim is scheduled for review by
U.S. Bankruptcy Court judge Shelley C. Chapman on July 18.

The report adds ConocoPhillips no longer operates convenience
stores or gas stations.  Its spun-off Phillips 66 company licenses
the right for gas station owners to use names such as Conoco and
76.

                       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.


GH DANIELS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: GH Daniels III & Associates, Inc.
        fdba RE Landscape Services
             The Landscape Center
        140 GH Daniels Boulevard
        Gypsum, CO 81637

Bankruptcy Case No.: 12-24237

Chapter 11 Petition Date: July 6, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: lmk@kutnerlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/cob12-24237.pdf

The petition was signed by George H. Daniels, III, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
George H. Daniels, III                12024243         7/06/2012


GLYECO INC: Posts $311,900 Net Loss in Q1 2012
----------------------------------------------
GlyEco, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $311,907 on $418,817 of sales for the three months
ended March 31, 2012, compared with a net loss of $101,949 on
$179,834 of sales for the same period last year.

The Company's balance sheet at March 31, 2012, showed
$1.28 million in total assets, $2.32 million in total liabilities,
and a stockholders' deficit of $1.04 million.

Jorgensen & Co., in Lehi, Utah, expressed substantial doubt about
GlyEco's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has not yet achieved
profitable operations and is dependent on its ability to raise
capital from stockholders or other sources and other factors to
sustain operations.

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

                       http://is.gd/cUHN1T

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.


GOLDEN OAK: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Golden Oak Partners, LLC.
        303 South Robertson Blvd.
        Beverly Hills, CA 90211-3602

Bankruptcy Case No.: 12-33650

Chapter 11 Petition Date: July 9, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: M. Jonathan Hayes, Esq.
                  LAW OFFICE OF M JONATHAN HAYES
                  9700 Reseda Bl Ste201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  E-mail: jhayes@hayesbklaw.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 eight largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-33650.pdf

The petition was signed by Mark Slotkin, managing member.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Olympic Holdings, LLC                  12-32707   06/29/12
Wooton Group, LLC                      12-31323   06/19/12


GREAT CANADIAN: Moody's Affirms Ba3 CFR, Rates C$400MM Notes B1
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Great Canadian
Gaming Corporation's proposed private placement offering of C$400
million principal amount of senior unsecured notes due 2022.
Moody's also assigned Ba1 rating to the company's proposed Amended
and Extended C$350 million senior secured credit facility. The
company's Corporate Family and Probability of Default ratings were
affirmed at Ba3. The outlook is stable.

The company intends to use the net proceeds from the offering to
refinance its existing US$170 million senior secured term loan B
due 2014 and US$170 million senior subordinated notes due 2015, as
well as the cross-currency swap liabilities.

The affirmation of Great Canadian's Ba3 Corporate Family Rating
considers the company's improved debt maturity schedule as a
result of the transaction. At the same time, Moody's also notes
the covenant package in the new bond indenture will afford the
company more flexibility to pursue property developments,
acquisitions and capital structure related initiatives such as
share repurchases and dividends.

Concurrently with the notes issue, the company announced that it
intends to make a substantial issuer bid offer to repurchase for
cancellation up to C$100 million of its outstanding common stock
from shareholders at a fixed price of C$10 per common share. The
purchase price will be funded with existing cash on the balance
sheet.

Rating assigned:

  C$350 million senior secured revolving credit facility due
  2017 -- Ba1 (LGD2, 16)

  C$400 million senior unsecured notes due 2022 -- B1 (LGD4,
  67%)

Ratings affirmed:

  Corporate Family Rating -- Ba3

  Probability of Default Rating -- Ba3

Ratings affirmed and will be withdrawn upon closing:

  C$350 million senior secured revolving credit facility due
  2016 - Ba2 (LGD3, 31%)

  US$170 million senior secured term loan due 2014 ($163.2
  million outstanding at March 31, 2012) - Ba2 (LGD3, 31%)

  US$170 million senior subordinated notes due 2015 - B2 (LGD5,
  85%)

Ratings Rationale

Great Canadian's Ba3 Corporate Family Rating continues to reflect
the company's leading market position, eligibility for capital
spending reimbursement programs in British Columbia (B.C.) and
Nova Scotia, and substantial barriers to entry in the regulated
Canadian Gaming Market. The rating also reflects Great Canadians'
modest financial leverage (around 3.0x debt/EBITDA currently) and
solid cash flow to debt metrics as well as good liquidity profile.
Conversely, the rating is constrained by the company's relatively
small revenue size and limited diversification: over 50% of
property EBITDA currently comes from two casinos in B.C. While
Moody's generally views favorably the unique government support
structure and control on gaming activities in Canada that
contributed to the more stable revenues for gaming operators such
as Great Canadian, the involvement of the government will also
likely limit profitability upside. In addition, the Ontario
Lottery and Gaming Corporation (OLG)'s recent announcement on its
plans to overhaul gaming operations in the province, including
developing a new casino in the Greater Toronto area and closing
money-losing facilities, could cause earnings uncertainties in the
near term due to the termination of operating agreements in two
Ontario racinos owned by the company.

The stable outlook depicts Moody's view that Great Canadian's
flagship property, River Rock Casino Resort (which accounted for
37% and 44% of consolidated revenues and property EBITDA,
respectively as of LTM March 31, 2012), will continue to see
steady revenue and earnings growth that will help offset weaker
performance at its other properties, including the Boulevard
Casino in Vancouver and the two racinos in Ontario. Furthermore,
the outlook is also contingent upon management's adherence to a
conservative financial policy. The Ba3 rating assumes the company
will maintain an overall balanced financial policy such as its
debt/EBITDA remains below 4.5x.

A rating upgrade is unlikely in the near to medium term, given
Great Canadian's small revenue, earnings concentration and
uncertainty surrounding the Ontario gaming market. In order for
Moody's to consider any positive movement in Great Canadian, the
company would need to achieve healthy organic growth, diversify
its revenue stream and maintain a conservative financial policy,
leading to significant and sustained improvement in credit metrics
(such as debt/EBITDA materially below 3.0 times sustainably).

Negative rating pressure could develop should the company pursue a
more aggressive financial policy with share buy backs,
acquisitions or dividend distributions resulting in higher debt
levels and weaker liquidity. Quantitatively, the rating could be
downgraded if debt/EBITDA deteriorates to a level approaching 4.5
times and retained cash flow/net debt falls below 15% for an
extended period.

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

Great Canadian Gaming Corporation, a TSX-listed company
headquartered in Richmond, British Columbia, is a multi-
jurisdictional gaming and entertainment operator in Canada with
operations in British Columbia, Ontario and Nova Scotia. The
company also operates four card rooms in the State of Washington.
Revenue for the last twelve months ended March 31, 2012 was
approximately C$399 million.


GREAT CANADIAN: S&P Rates C$400-Mil. Unsecured Notes at 'BB+
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Great
Canadian Gaming Corp. (GCG), including its 'BB+' long-term
corporate credit rating on the company. The outlook is stable.

"The affirmation follows the company's announced refinancing that
incorporates a C$400 million issuance of unsecured notes to fund
the redemption of GCG's US$161.1 million senior secured term loans
and US$170 million subordinated  notes, swap breakage costs, and
the repurchase of C$100 million of shares," said Standard & Poor's
credit analyst Donald Marleau.

"We view the refinancing as credit neutral, with pro forma
leverage remaining consistent with the rating at 3x and no
meaningful deterioration in the company's strong liquidity," Mr.
Marleau added.

At the same time, Standard & Poor's assigned its 'BB+' issue-level
rating, and  '4' recovery rating to GCG's proposed C$400 million
notes.

The ratings on GCG reflect what Standard & Poor's views as the
company's significant revenue and EBITDA concentration in British
Columbia (B.C.), an  allocation structure that provides provincial
governments with a fixed percent  of revenues, and regulatory
changes in Ontario that will disrupt current  operations and could
compel higher capital expenditures or acquisitions.

The ratings are supported by the limited competition in the
company's key markets, its solid market share in B.C., capital-
expenditure reimbursements from some provincial governments, and
credit measures that are consistent with the rating.

GCG is a multijurisdictional gaming, entertainment, and
hospitality operator, with operations in B.C., Nova Scotia,
Ontario, and Washington State. The company operates 10 casinos
(one with a hotel and conference center); four racetracks with
some gaming (racinos); four card rooms; two community gaming
centers; a recently acquired bingo hall; and various other food,
beverage, and entertainment facilities.  The stable outlook
reflects our view that GCG's credit measures will remain in line
with the 'BB+' rating, with total debt to adjusted EBITDA
(including capital reimbursements) below 3.5x.

Assuming steady EBITDA and operating cash flow in 2012, leverage
should remain at about 3x, while strong liquidity and low capital
expenditures give the company some flexibility to complete small
acquisitions or greenfield capital investments without straining
its financial risk profile.

"Given our assessment of GCG's fair business risk profile, a
higher rating would likely be linked to the combination of
improved operating diversity, sustained improvements in operating
performance, and financial policies that preserve leverage below
2.5x. On the other hand, there could be downward pressure on the
rating if leverage increases above 3.5x because of weaker
operating performance, acquisitions and growth initiatives, or
capital structure initiatives," S&P said.


GREAT CHINA INTERNATIONAL: Posts $626,300 Net Loss in 1st Qtr.
--------------------------------------------------------------
Great China International Holdings, Inc., filed its quarterly
report on Form 10-Q, reporting a net loss of $626,287 on
$1.97 million of revenues for the three months ended March 31,
2012, compared with a net loss of $733,775 on $1.71 million of
revenues for the comparable period last year.

The Company's balance sheet at March 31, 2012, showed
$60.63 million in total assets, $34.05 million in total
liabilities, and stockholders' equity of $26.58 million.

Kabani & Company, Inc., in Los Angeles, California, expressed
substantial doubt about Great China International's ability to
continue as a going concern, following the Company's results for
the fiscal yer ended Dec. 31, 2011.  The independent auditors
noted that the Company has a working capital deficit of
$27,643,655 as of Dec. 31, 2011.  "In  addition, the Company has
negative cash flow for each of the two years in the period ended
Dec. 31, 2011. of $3,289,571 and $349,200 respectively."

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

                       http://is.gd/cOZBUv

Shenyang, China-based Great China International Holdings, Inc.,
was incorporated in the State of Nevada on Dec. 4, 1987, under the
name of Quantus Capital, Inc.  The Company, through its various
subsidiaries, is engaged in commercial and residential real estate
leasing, management, consulting, investment, development and sales
in the city of Shenyang, Liaoning Province, in the People's
Republic of China ("PRC").


GREGORIO'S LLC: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gregorio's LLC
        P.O. Box 117
        Colebrook, CT 06021

Bankruptcy Case No.: 12-51282

Chapter 11 Petition Date: July 6, 2012

Court: U.S. Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Ronald Chorches, Esq.
                  LAW OFFICES OF RONALD I. CHORCHES, LLC
                  449 Silas Deane Highway, 2nd Floor
                  Wethersfield, CT 06109
                  Tel: (860) 563-3955
                  Fax: (860) 513-1577
                  E-mail: ronchorcheslaw@sbcglobal.net

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ctb12-51282.pdf

The petition was signed by Bill Koutroumanis, member.


HANAR LLC: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Hanar, LLC
        1623 S.W. 1st Avenue
        Ocala, FL 34471

Bankruptcy Case No.: 12-04470

Chapter 11 Petition Date: July 6, 2012

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

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $5,298,360

Scheduled Liabilities: $13,164,176

A copy of the Company's list of its 12 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-04470.pdf

The petition was signed by Dawn Tottel, manager.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Chaps Hospitality, LLC                12-05072            04/02/12
Laan Hospitalities, LLC               12-00252            01/17/12
U.S. 19 Land Trust No. 99             12-01855            02/10/12
VLG Hospitality, LLC                  12-01689            02/07/12


HAWKER BEECHCRAFT: Sale to Chinese Firm Raises Political Concerns
-----------------------------------------------------------------
The Wall Street Journal's Mike Spector and Joann S. Lublin report
that Hawker Beechcraft Inc.'s deal to sell the bulk of its
businesses for $1.79 billion to Chinese company Superior Aviation
Beijing Co. could raise political concerns given U.S.
sensitivities about previous Chinese attempts to buy American
assets.

According to WSJ, Timothy J. Keeler, a partner at Mayer Brown LLP
in Washington, said that even though Superior won't acquire
Hawker's defense business, the government may insist that it show
it has "robust" controls in place to prevent the export of
sensitive technology and goods.

Hawker has said the acquisition by Superior would need to be
cleared by the Committee on Foreign Investment in the U.S.

Mr. Keeler worked on CFIUS-related decisions while chief of staff
at the office of the U.S. trade representative and an official at
the U.S. Treasury.

"It's aircraft. It's China. I have no doubt that it will be
scrutinized very closely," Mr. Keeler said, according to WSJ.

The government panel, headed up by the Treasury Department,
reviews foreign purchases of U.S. businesses.

WSJ notes Hawker disclosed last week it has been in talks with
five other suitors in the past several months.  According to WSJ,
people familiar with the discussions said those companies have
included Textron Inc., Mahindra & Mahindra Ltd., of India,
Brazil's Embraer SA, and New United, another Chinese company.  The
sources also said Carlyle Group, the large U.S. private-equity
firm, has been mulling a bid in recent weeks.

On Monday, Hawker announced Superior has an exclusive right for 45
days to negotiate to buy Hawker's corporate jet and propeller
plane operations.  If a deal is reached, Superior would serve as
the stalking horse bidder in a bankruptcy auction.

Superior will make payments over the next six weeks to support
Hawker's continuing jet operations.  If successful in its
approach, Superior has pledged to keep Hawker jobs in Wichita,
where the company is based, and elsewhere in the U.S.

Superior, which has ownership ties to Beijing's municipal
government, won't be bidding on

Hawker's defense unit, Hawker Beechcraft Defense Co., houses
military technology and sells military training and light attack
aircraft to U.S. and foreign governments.  It isn't part of the
deal.  It will continue to operate and could later be sold
separately.  If sold, Hawker said, the company would refund as
much as $400 million of Superior's $1.79 billion purchase price.

According to WSJ, a winning bid by Superior would further the
ambitions of China's aerospace industry to move deeper into jet
production, as well as give Superior itself a bigger role in the
industry.  Makers of small aircraft have been looking to China
recently as a key source of demand as the market for business jets
shrinks.

Hawker has filed a bankruptcy-exit plan that hands ownership in
the reorganized company to hedge-fund creditors owed roughly $1.7
billion to $1.8 billion in exchange for cancellation of the debt.

According to WSJ, sources familiar with the matter said the
creditors have decided instead that a sale would give them a
better recovery on their holdings.  Hawker's big senior creditors
are Centerbridge Partners; Angelo, Gordon & Co.; Sankaty Advisors;
and Capital Research & Management. Such firms often purchase debt
of companies like Hawker at a discount, meaning they could profit
on a sale, even if it doesn't repay their claims in full.


HANOVER PORTFOLIO: Had $430,800 Net Loss in First Quarter
---------------------------------------------------------
Hanover Portfolio Acquisitions, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $430,784 on $1,673 of
revenues for the three months ended March 31, 2012.  As the
Company began its operating activities on Sept. 1, 2011, it had no
revenues for the three months ended March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$1.03 million in total assets, $1.75 million in total liabilities,
and a stockholders' deficit of $718,731.

Rose, Snyder & Jacobs LLP, in Encino, California, expressed
substantial doubt about Hanover Portfolio'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 net losses.

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

                       http://is.gd/w5PvdM

Woodland Hills, Calif.-based Hanover Portfolio Acquisitions, Inc.,
operates in two business segments 1) purchases distressed debt
portfolios at a significant discount to their face value and seeks
to either collect on the outstanding balances or resell some or
all of the portfolios and 2) intellectual property licensing and
commercialization.


HORIYOSHI WORLDWIDE: Had $590,200 Net Loss in 1st Quarter
---------------------------------------------------------
Horiyoshi Worldwide, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $590,191 on $316,561 of revenue for
the three months ended March 31, 2012, compared with a net loss of
$380,572 on $228,828 of revenue for the same period of 2011.

The Company's balance sheet at March 31, 2012, showed
$2.25 million in total assets, $980,474 in total current
liabilities, and stockholders' equity of $1.27 million.

As reported in the TCR on April 9, 2012, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about Horiyoshi
Worldwide's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has accumulated losses
of $3,732,640 since inception.

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

                       http://is.gd/60L7nY

Los Angeles, Calif.-based Horiyoshi Worldwide, Inc., is engaged in
the design and production of the "Horiyoshi" and "Heroes & Demons"
collections and the operation of its branded retail store in
London, England.


HORSEHEAD HOLDING: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service, has assigned first time ratings to
Horsehead Holding Corp. including a B2 Corporate Family Rating and
a B2 Probability of Default Rating. At the same time Moody's
assigned a B2 rating to the company's guaranteed senior secured
notes due 2017 and a SGL-2 speculative grade liquidity rating.
Proceeds will be used to fund the construction of a new zinc
plant, which will use solvent extraction technology. Horsehead, a
holding company, operates through three principal subsidiaries,
Horsehead Corporation, International Metals Reclamation Company
(INMETCO), and Zochem Inc. The outlook is stable.

Assignments:

  Issuer: Horsehead Holding Corp

     Corporate Family Rating, B2

     Probability of Default Rating, B2

     Speculative Grade Liquidity Rating, SGL-2

     Sr. Secured Notes, B2, LGD3, 45%

Ratings Rationale

The B2 corporate family rating reflects Horsehead's solid position
as a leading US producer of zinc metal and zinc oxide, and a
recycler of other metals recovered through its high temperature
metals recovery facilities. The rating also considers the
company's relatively unique feedstock source for its zinc smelter,
which is derived from the waste material from steel mills'
electric arc furnaces (EAF). EAF dust is an EPA listed hazardous
waste that is generated from galvanized scrap melted by minimills,
which contains approximately 20% zinc. The rating also
acknowledges the diversity of end use markets for the company's
zinc oxide production, (although there is dependence on the tire
industry) but at the same time considers that its zinc products
have a relatively important dependence on the steel industry.

Given the nature of the feedstock supply and a planned portion of
the output sales, the company has a symbiotic relationship with
the steel industry. As such, the health of the U.S. steel industry
is an important factor in the rating. Despite this
interdependence, Horsehead performed reasonably well in the depths
of the steel industry downturn. The company's longstanding
relationships with the minimills, its primary source of feedstock,
as well as with its customer base are also favorable factors in
the rating.

However, the rating incorporates the company's reliance on its one
smelting/refining facility in Monaca, PA to convert its feedstock
to zinc products, the volatility of zinc prices, and the less than
optimal although improving performance of the steel minimills in
the U.S. Although capacity utilization is up year-on-year, Moody's
expects recovery of the steel industry to be gradual, as a large
percentage of steel production goes to the construction industry.

The rating also considers that the debt being incurred is to fund
development of a new zinc plant to replace the current Monaca
smelter. While Moody's believes that the technology being
employed, essentially a solvent extraction/electro-winning
technology (SXEW), which is widely used in the copper industry, is
relatively straightforward, production from this new facility is
not expected until the third quarter of 2013. In the interim, the
company's earnings and cash generation will be derived from its
current operations, which are higher cost than the planned SXEW
replacement facility and therefore more vulnerable to movement in
zinc prices. Moody's acknowledges that the company's hedging
program covering approximately 75% of anticipated shipments
through June 2013 (zinc put options at $0/85/lb) provides
protection against likely price volatility and provides an
underpinning to earnings during the construction phase.

The company's SGL-2 speculative grade liquidity rating reflects
Horsehead's acceptable liquidity profile, supported by its cash
position of $172 million at March 31, 2012, its $60 million
revolving credit facility (unused except for L/C's issued), and
the proceeds from the debt issuance to support the strategic
capital investment to replace its existing smelter with an SXEW
process. Moody's believes these resources are adequate to support
the strategic growth investment. However, should zinc prices fall
below $0.80/lb, after the current hedges expire in June 2013 and
before the new zinc plant is operational, Moody's believes
borrowings under the revolver might be required.

Under Moody's loss given default methodology, the senior secured
notes are rated at the corporate family level reflecting their
position in the liability structure and the support provided by
the convertible notes, which are ranked lower in the liability
waterfall.

The stable outlook reflects Moody's view that zinc prices and the
company's hedged position will allow for earnings and cash flow
that will, together with the company's available liquidity,
support the planned capital investment.

Given the strategic capital investment required over the next
several years to bring the new zinc facility on line, upward
rating movement is unlikely until construction is complete and the
plant has demonstrated solid operating statistics. The rating
could be lowered should debt/EBITDA be sustained above 5.5x,
(operating cash flow less dividends)/debt be lower than 12.5%, or
EBIT/interest be lower than 2x.

The principal methodology used in rating Horsehead Holding Corp.
was the Global Steel 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.

Horsehead Holding Corp. is a specialty based zinc products company
that sells fabricated products, zinc oxides and powders. The
company also recycles electric arc furnace dust, a hazardous waste
generated by steel minimills. The company is headquartered in
Pittsburgh, Pennsylvania and generated $453 million of revenues
for the twelve months ended March 31, 2012.


IMPERIAL CAPITAL: FDIC Objects to $1.6-Mil. Administrators Fee
--------------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that the
Federal Deposit Insurance Corp. on Monday objected to about
$1.6 million in fees sought by administrators including Bank of
New York Mellon Corp. in the bankruptcy of Imperial Capital Bank,
saying payments would only be for the companies' benefit.

                  About Imperial Capital Bancorp

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
09-19431) on Dec. 18, 2009.  Gary E. Klausner, Esq., Eve H.
Karasik, Esq., and Gregory K. Jones, Esq., at Stutman, Treister &
Glatt, P.C., in Los Angeles, serves as the Debtor's bankruptcy
counsel.  FTI Consulting Inc. serves as its financial advisor.
The Company disclosed $40.4 million in assets and $98.7 million in
liabilities.

Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed
three members to the official committee of unsecured creditors in
the Debtor's case.  David P. Simonds, Esq., and Christina M.
Padien, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Los
Angeles represents the Committee as counsel.

The U.S. Bankruptcy Court last month confirmed Imperial Capital
Bancorp's Second Amended Chapter 11 Plan of Reorganization
proposed by the Debtors and HoldCo Advisors.


INAMED CORP: 11th Cir. Bars Individual Suit Over Breast Implants
----------------------------------------------------------------
The U.S. Court of Appeals for the Eleventh Circuit affirmed a
district court ruling that barred an individual from pursuing a
2006 personal injury suit against Inamed Corporation and its
successor, Allergan, Inc., alleging injuries caused by defective
silicone breast implants.  The Eleventh Circuit agreed with the
U.S. District Court in Alabama that a 1999 class settlement
precluded Zuzanna Juris from prosecuting her individual case.

At one point in the 1990s, more than 15,000 lawsuits were pending
against Inamed across the country.  In 1999, District Court Judge
Sam Pointer in Alabama approved a mandatory, limited fund class
settlement, which resolved tens of thousands of claims arising out
of injuries allegedly caused by defective silicone breast implants
manufactured by Inamed, and that ultimately saved the company from
bankruptcy.  Each claimant received $725.  Class counsel received
no fees out of the Inamed settlement fund.  The Order was not
appealed.

In 2006, Ms. Juris filed an individual action in California state
court against Inamed and Allerga.  The defendants contended that
Ms. Juris's lawsuit was barred because the 1999 class settlement
resolved her claims; Ms. Juris posited that she could avoid the
settlement's res judicata effect on due process grounds.

The Eleventh Circuit's decision indicates that throughout the
1990s, each audit letter prepared by Inamed's independent auditing
firm, Coopers & Lybrand, included a qualified opinion expressing
"substantial doubt about the Company's ability to continue as a
going concern."  For fiscal years 1995, 1996, and 1997, Inamed
reported pre-tax operating losses of $8.6 million, $6.0 million,
and $6.6 million, respectively.  By the end of 1997, the company's
consolidated book value -- subtracting liabilities from assets --
was negative $10.9 million. Setting aside the $9.2 million
contingent liability booked in 1994 in anticipation of the
proposed global settlement, Inamed's book value was still negative
$1.7 million.

Inamed came close to filing for Chapter 7 bankruptcy liquidation.
The Eleventh Circuit's decision noted that, had Inamed elected to
pursue Chapter 7 bankruptcy at the end of 1997, the company's
saleable assets, discounted by the impairment likely to result
from a forced liquidation, would have totaled between $11.4
million and $20.4 million. From this sum, senior secured
noteholders would have been entitled to $19 million, leaving
unsecured creditors -- trade creditors, subordinated noteholders
and tort claimants -- with somewhere between $0 and $1.4 million.
At best, the tort claimants would have been left to compete for
$1.4 million against trade creditors, with rights to payment
valued at $12.5 million, and subordinated noteholders, with rights
to payment valued at $10 million.

Inamed's senior secured noteholders agreed to advance funds to
Inamed on the condition that the settlement would be mandatory and
not exceeding $31.5 million.  The senior creditors had no
obligation to contribute funds. The Class Plaintiffs' counsel
ultimately accepted the comparative benefit of the $31.5 million
limited fund, obtained by Inamed from the senior secured
noteholders, as the only available resolution.

For fiscal year 1998, Inamed's net sales increased by 24%.  It
reported a net income in 1998, compared to a substantial net loss
in 1997.  However, Inamed's book value in 1998 was still negative
$15,625,000, and it remained a debt-ridden company.  By 1999,
Inamed began reporting a much improved operating income, openly
attributing its profitability to settling the breast implant
litigation and an aggressive cost-reduction program.  On Sept. 1,
1999, Inamed purchased Collagen Aesthetics, Inc., for roughly $159
million, the funding for which was provided by substantial
borrowing.  Nevertheless, even after undergoing a public offering
to raise proceeds to pay the debt incurred in the purchase,
Inamed's financial viability remained precarious.

On March 23, 2006, Allergan purchased substantially all of
Inamed's outstanding common stock, as well as its wholly owned
subsidiary, McGhan Medical Corporation.

The case is ZUZANNA JURIS, Plaintiff-Appellant, v. INAMED
CORPORATION, McGHAN MEDICAL CORP., et al., Defendants-Appellees,
No. 10-12665 (11th Cir.).  A copy of the Eleventh Circuit's
July 6, 2012 decision is available at http://is.gd/096pZCfrom
Leagle.com.

INDIANAPOLIS DOWNS: CEO Seeks Probe of Creditor's Links to Rival
----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Indianapolis Downs
LLC's CEO asked for court permission Monday to investigate
Fortress Investment Group LLC, a major creditor of the bankrupt
horse track and casino operator, over suspicions that the firm is
in cahoots with the debtors' primary competitor.

According to Bankruptcy Law360, Chairman and CEO Ross Mangano
filed a motion for a Rule 2004 examination of FIG in Delaware
bankruptcy court on behalf of himself and several family trusts ?
collectively known as the "Oliver parties."

                     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.


INDYMAC BANCORP: Trustee Takes Insurers' $80MM Win to 9th Circ.
---------------------------------------------------------------
Bibeka Shrestha at Bankruptcy Law360 reports that IndyMac Bancorp
Inc.'s bankruptcy trustee is asking the Ninth Circuit to
scrutinize a recent ruling that closed the door to $80 million of
coverage for securities lawsuits targeting former IndyMac
directors and officers, according to an appeals notice posted
Friday.

Bankruptcy Law360 relates that the move comes after a California
federal judge agreed with a coalition of insurers that coverage
for securities litigation against former executives at IndyMac and
its subsidiary IndyMac Bank FSP was only available under one set
of insurance policies worth $80 million.

                       About IndyMac Bancorp

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- was the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.  Indymac Bancorp
filed for Chapter 7 bankruptcy protection (Bankr. C.D.Calif., Case
No. 08-21752) on July 31, 2008.

At the time of the FDIC takeover, IndyMac was the third-largest
bank failure in U.S. history.  Indymac had about $32.01 billion in
assets as of July 11, 2008.  In court documents, IndyMac disclosed
estimated assets of $50 million to $100 million and estimated
debts of  $100 million to $500 million.

Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq.

IndyMac's banking operations, now known as OneWest Bank FSB, are
under the control of a new ownership group that includes hedge-
fund managers John Paulson and George Soros.


INFRAX SYSTEMS: Posts $599,800 Net Loss in March 31 Quarter
-----------------------------------------------------------
Infrax Systems, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $599,785 on $66,650 of revenues for the
three months ended March 31, 2012, compared with a net loss of
$905,592 on $86,315 of revenues for the three months ended
March 31, 2011.

The Company reported a net loss of $2.62 million on $382,374 of
revenues for the nine months ended March 31, 2012, compared with a
net loss of $1.84 million on $466,558 of revenues for the nine
months ended March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$5.98 million in total assets, $2.97 million in total liabilities,
and stockholders' equity of $3.01 million.

Randall N. Drake, CPA, PA, in Clearwater Florida, expressed
substantial doubt about Infrax Systems' ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2011.  The independent auditors noted that the
Company has incurred significant recurring losses from operations
and is dependent on outside sources of financing for continuation
of its operations.

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

                       http://is.gd/Ua3HEl

Pinellas Park, Fla.-based Infrax Systems, Inc., since its
inception, had been dedicated to selling and/or licensing a fiber
optic management software system under the name OptiCon Network
Manager, originally developed, and acquired from Corning Cable
System, Inc., through a related company, FutureTech Capital, LLC.
In October 2009, the Company began developing smart grid energy
related products.  As of June 29, 2010, the Company acquired the
assets and management of Trimax Wireless Systems, Inc. ("Trimax"),
in exchange for equity and a note payable.  In April 2011, the
Company acquired controlling interest in Lockwood Technology
Corporation ("Lockwood"), a provider of advanced asset management
solutions.  The Trimax and Lockwood product lines are expected to
provide an operating platform and enhanced operating effectiveness
to the Secure Intelligent Energy Platform.

While the Company continues to support the OptiCon Network
Management platform, the Company has shifted its focus and
energies towards the "Smart Grid" energy sector.


INNER CITY: Wins OK for Meyer Suozzi as Counsel for Unit's IP Case
------------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that New York state
Lawrence K. Marks said Monday he won't boot Meyer Suozzi English &
Klein PC from representing Inner City Broadcasting Corp. in a
shareholder's lawsuit alleging that Inner City and its bankrupt
radio subsidiary are giving away their trademarks and other
intellectual property.

Judge Lawrence K. Marks ruled during a hearing Monday that Meyer
Suozzi can continue to represent nondebtor parent company Inner
City Broadcasting against allegations by the shareholder, Hugh
Wyatt, according to Bankruptcy Law360.

                          About Inner City

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


INT'L BEVERAGES: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: International Beverages Express
        14414 Hamlin St.
        Van Nuys, CA 91401

Bankruptcy Case No.: 12-16208

Chapter 11 Petition Date: July 9, 2012

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: Tatiana K. Linton, Esq.
                  LAW OFFICES OF TATIANA K. LINTON
                  3940 Laurel Canyon Blvd #1519
                  Studio City, CA 91604
                  Tel: (818) 374-1302
                  Fax: (818) 374-1367

Scheduled Assets: $2,277,000

Scheduled Liabilities: $3,178,847

A copy of the Company's list of its 15 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-16208.pdf

The petition was signed by Lev Khalfin, president.


IRONSTONE GROUP: Had $13,800 Net Loss in First Quarter
------------------------------------------------------
Ironstone Group, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $13,755 on $0 revenue for the three months
ended March 31, 2012, compared with a net loss of $13,184 on $0
revenue for the same period of 2011.

The Company's balance sheet at March 31, 2012, showed $1,101,137
in total assets, $1,327,910 in total liabilities, and a
stockholders' deficit of $226,773.

Madsen & Associates CPA's, Inc., in Murray, Utah, expressed
substantial doubt about Ironstone 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 does not have the necessary working capital for its
planned activity.

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

                       http://is.gd/L3tRIX

San Francisco, Calif.-based Ironstone Group, Inc., and
subsidiaries have no operations but are seeking appropriate
business combination opportunities.  At March 31, 2012, the
Company had $1,007,020 in marketable securities, $1,820 in cash,
and an investment in Salon Media Group, Inc., valued at $92,297.


JAYHAWK ENERGY: Incurred $983,300 Net Loss in March 31 Quarter
--------------------------------------------------------------
JayHawk Energy, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $983,355 on $158,196 of revenues for the
three months ended March 31, 2012, compared with a net loss of
$881,246 on $91,810 of revenues for the three months ended March
31, 2011.

For the six months ended March 31, 2012, the Company reported a
net loss of $937,891 on $327,451 of revenues, compared with a net
loss of $818,454 on $171,355 of revenues for the six months ended
March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$4.79 million in total assets, $2.99 million in total liabilities,
and stockholders' equity of $1.80 million.

DeCoria, Maichel & Teague, PS, in Spokane, Washington, expressed
substantial doubt about JawHawk Energy's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Sept. 30, 2011.  The independent auditors noted that the
Company has incurred substantial losses, has negative working
capital and has an accumulated deficit.

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

                       http://is.gd/rfkyUv

Coeur d'Alene, Idaho-based JawHawk Energy, Inc., is engaged in the
acquisition, exploration, development, production and sale of
natural gas, crude oil and natural gas liquids primarily from
conventional reservoirs within North America.


JBI INC: Had $2.8 Million Net Loss in First Quarter
---------------------------------------------------
JBI, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of US$2.83 million on US$633,180 of sales for the three
months ended March 31, 2012, compared with a net loss of
US$2.76 million on US$581,054 of sales for the same period last
year.

The Company's balance sheet at March 31, 2012, showed
US$7.26 million in total assets, US$4.75 million in total
liabilities, and stockholders' equity of US$2.51 million.

As reported in the TCR on March 26, 2012, MSCM LLP in Toronto,
Canada, expressed substantial doubt about JBI, 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 experienced negative cash flows from
operations since inception and has accumulated a significant
deficit.

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

                       http://is.gd/bXUPVL

Thorold, Ontario, Canada-based JBI, Inc. (OTC QB: JBII)
-- http://www.plastic2oil.com/-- is a North American fuel company
that transforms unsorted, unwashed waste plastic into ultra-clean,
ultra-low sulphur fuel without the need for refinement.


K.C. & MCKINZIE: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: K.C. & McKinzie Partnership
        P.O. Box 1635
        Zephyr Cove, NV 89448

Bankruptcy Case No.: 12-51590

Chapter 11 Petition Date: July 9, 2012

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Jeffrey L Hartman, Esq.
                  HARTMAN & HARTMAN
                  510 West Plumb Lane, Ste B
                  Reno, NV 89509
                  Tel: (775) 324-2800
                  Fax: (775) 324-1818
                  E-mail: notices@bankruptcyreno.com

Estimated Assets: $500,001 to $1,000,000

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

A copy of the list of four largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb12-51590.pdf

The petition was signed by Paul McKinzie, general partner.


LARSS TRUST: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: LARSS Trust
        fdba Frank W. Boykin II Family Trust
        P.O. Drawer 1410
        Ruston, LA 71273

Bankruptcy Case No.: 12-02372

Chapter 11 Petition Date: July 9, 2012

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Irvin Grodsky, Esq.
                  IRVIN GRODSKY, P.C.
                  P.O. Box 3123
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657
                  E-mail: igpc@irvingrodskypc.com

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

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

A copy of the list of six largest unsecured creditors is
available for free at http://bankrupt.com/misc/alsb12-02372.pdf

The petition was signed by Frank W. Boykin, II, co-trustee and
Gary Moore, authorized representative.


LANTERN PARTNERS: Wants to Employ Frost Brown as Attorney
---------------------------------------------------------
Lantern Partners, LLC, seeks permission from the Bankruptcy Court
to employ Frost Brown Todd LLC as its counsel.  Frost Brown will,
among other things:

   (a) advise the Debtor of its powers and duties as debtor-in-
       possession;

   (b) provide assistance, advice and representation concerning a
       plan of reorganization, a disclosure statement relating
       thereto, and the solicitation of consents to and
       confirmation of that Plan;

   (c) advise the Debtor in connection with any sale of assets;

   (d) provide assistance, advice and representation concerning
       any further investigation of the assets, liabilities and
       financial condition of the Debtor thay may be required; and

   (e) represent the Debtor at hearings or matters pertaining to
       its affairs as debtor-in-possession.

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

The rates of those attorneys most likely to work for the Debtor
range from $550 per hour in the case of members to $110 per hour
in the case of paraprofessionals.  Frost Brown may seek for
reimbursement of its expenses.

Prior to the Petition Date, Frost Brown received a retainr from
the Debtor in the amount of $41,046.

                   About Lantern Partners

Lantern Partners LLC filed a Chapter 11 petition (Bankr. S.D. Ind.
Case No. 12-06288) on May 25, 2012, in Indianapolis, Indiana.  The
Debtor, a single asset real estate as defined in 11 U.S.C., Sec.
101 (51B), estimated assets and debts of $10 million to
$50 million.  The Debtor's principal asset is located at 10500
Kincaid Drive, Fishers, Indiana.

The Debtor's principal asset is located at 10500 Kincaid Drive,
Fishers, Indiana.  This is the address of a Kindaic Freedom
Mortgage Building, a 125,000 square-foot office building,
according to indianpolis.citysearch.com.

Jeffrey A. Hokanson, Esq., and Jeremy M. Dunn, Esq., at Frost
Brown Todd LLC, serve as the Debtor's bankruptcy counsel.  Judge
Anthony J. Metz, III, presides over the case


LEAGUE NOW: Had $24,900 Profit in First Quarter
-----------------------------------------------
League Now Holdings Corporation filed its quarterly report on Form
10-Q, reporting net income of $24,874 on $933,303 of revenues for
the three months ended March 31, 2012, compared with a net loss of
$35,067 on $75,596 of revenues for the comparable period last
year.

The Company's balance sheet at March 31, 2012, showed
$1.25 million in total assets, $1.40 million in total liabilities,
and a stockholders' deficit of $151,668.

As reported in the TCR on April 23, 2012,Harris F. Rattray CPA, in
Pembroke Pines, Florida, expressed substantial doubt about League
Now's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditor noted that the Company has incurred
accumulated net losses of $207,200 and needs to raise
additional funds to meet its obligations and sustain its
operations.

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

                       http://is.gd/64vIiO

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


LIGHTSQUARED INC: Reaches Termination Deal With Former CEO
----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that LightSquared Inc.
reached an agreement Monday with its former CEO finalizing the
terms of his termination and giving him an allowed $750,000
unsecured, nonpriority claim and a common equity interest of 8.8
million shares of the company's common stock.

Under the settlement agreement, LightSquared and ex-CEO Sanjiv
Ahuja have agreed that his employment will end and he'll resign
from the board of directors of each LightSquared entity, according
to Bankruptcy Law360.

                        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.


LUPER ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Luper Enterprises, Inc.
        dba Bungalow Beach Resort
        2000 Gulf Drive
        Bradenton Beach, FL 34217

Bankruptcy Case No.: 12-10465

Chapter 11 Petition Date: July 8, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: R. John Cole, II, Esq.
                  R. JOHN COLE, II, PA
                  46 N Washington Blvd, Suite 24
                  Sarasota, FL 34236
                  Tel: (941) 365-4055
                  Fax: (941) 365-4219
                  E-mail: rjc@rjcolelaw.com

Scheduled Assets: $1,451,689

Scheduled Liabilities: $7,328,011

A copy of the Company's list of its four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flmb12-10465.pdf

The petition was signed by A. Gayle Luper, president/owner.


MAMMOTH LAKES, CA: Outline & Summary of Plan; July 12 Hearing Set
-----------------------------------------------------------------
The Town of Mammoth Lakes, California, will appear before the
Bankruptcy Court in Sacramento on July 12 at 1:30 p.m. on its
requests to schedule:

     -- a hearing on its eligibility to seek creditor protection
        under Chapter 9 of the Bankruptcy Code; and

     -- another hearing to consider approval the Chapter 9 Plan
        For The Adjustment Of Debts and explanatory disclosure
        statement the town filed along with its Chapter 9
        petition.

The Chapter 9 bankruptcy plan is premised on the Long-Term
Financial Forecast and Business Plan, which is the final planning
document adopted by the town council on June 20, 2012, that
presents strategies for the town to maintain a balanced operating
budget, address its debts, rebuild fiscal stability, and enable
the town to continue to provide municipal services through June
30, 2017.

The Plan involves the restructuring or discharge of:

     (a) roughly $3.3 million of publicly held and privately held
         financing obligations;

     (b) obligations to current employees;

     (c) claims of the California Joint Powers Insurance
         Authority, through which the town obtains its general
         liability, real property and workers' compensation
         coverage, for over $1.4 million owed for retroactive
         adjustment payment calculations relating to retroactive
         adjustment payment calculations relating to prepetition
         date periods;

     (d) an unsecured judgment in favor of Mammoth Lakes Land
         Acquisition LLC in the amount of $42,746,754 as of
         April 30, 2012;

     (e) claims arising from tort and breach of contract lawsuits
         against the town; and

     (f) various other unsecured claims, including $600,000 in
         debt owed to state agencies for capital improvement loans
         and claims arising from the rejection of executory
         contracts.

The Wall Street Journal's Michelle Kung and Mike Cherney report
that a municipal official said Mammoth Lakes hopes to emerge from
bankruptcy protection before the end of the year.

The Plan groups claims against the town in 10 classes.  About
$1.805 million in obligations to Union Bank on account of
certificates of participation -- COP -- are in class 1 and
unimpaired.  Citizens Bank (Police Facility) COP Obligations --
$317,713 -- in class 2 are unimpaired.  Citizens Bank, the holder
of the class 2 claim, will receive amended and restructured
payments through year 2017.  Citizens Bank also holds the Mammoth
Lakes Housing Corporation Land Acquisition Project COP Obligations
-- $201,446 -- in class 3.  The claim is impaired, and Citizens
Bank will receive amended and restructured payments through year
2017.

Claims on account of employee prepetition leave are in class 4 and
are impaired.  According to the disclosure statement explaining
the Plan, the number of hours of comprehensive and sick leave
accrued and earned by each employee but unpaid as of July 1, 2012
-- that is, the hours in each employee's "Employee Prepetition
Leave Bank" -- will be reduced by 10%.  During their continued
employment with the town, employees will not be permitted to cash
out any hours in the so-called Employee Prepetition Leave Bank.

Upon voluntary termination of employment, an employee will receive
cash payment representing 50% of the hours of accrued and unpaid
leave, at their full rate of pay at the time of separation.  The
value of the remaining 50% will be paid in 12 equally monthly
payments at each employee's full rate of pay.

Upon involuntary termination, the employee will receive a cash
payment representing 100% of the hours of accrued and unpaid leave
at the full rate of pay at the time of separation.

The Plan provides for a Convenience Class in class 5, consisting
of holders of general unsecured claims in an allowed amount of
less than $10,000 or who elect to reduce their claim to be treated
as a Convenience Class Claim.  The class 5 claimants are impaired.
They will receive a one-time cash payment in an amount equal to
10% of the allowed amount of the claim.

Holders of allowed general unsecured claims not otherwise
classified under the Plan are grouped in class 6.  The class 6
holders include Mammoth Lakes Land Acquisition on account of the
judgment debt.  The claimants are impaired.  They will be given
beneficial interests in a Plan of Adjustment Trust to be created
under the Plan.  The amounts available for distribution to Allowed
Class 6 Claims from the Trust will be roughly $5.8 million in
total in cash payments from the general fund over the next 10
years, and the net proceeds of the sale of a real estate,
estimated to be roughly $250,000.  The estimated payment to
holders of Class 6 Claims is roughly 5% to 12% of their claims.

The Convenience Class will not participate in the Class 6 Claims
Fund.

Classes 7 and 8 are allocated for the claims of CJPIA for general
liability coverage obligations ($861,657) and workers compensation
coverage obligations ($557,179).  The claims are impaired and will
be paid over 10 years under the Plan.

The Plan does not impair the town's obligations -- in class 9 --
to either the California Public Employees' Retirement System in
its capacity as trustee for the pension trusts nor the town's
retired workers and their dependents who are the beneficiaries of
the trusts.  The Plan also does not alter the obligations of the
town funds that are restricted by grants, by federal law and by
California law; pursuant to the Tenth Amendment to the United
States Constitution, and the provision of the Bankruptcy Code that
implement the Tenth Amendment.  Thus, securities funded by
restricted funds, like the Special Assessment and Special Tax
Obligations secured by special revenues of the town's restricted
funds, grouped in class 10, are not altered by the Plan.

According to the Plan, the town regrets such recovery to holders
of Class 6 Claims.  The town said it lacks the revenues to make
the payments while maintaining an adequate level of municipal
services such as the provision of police protection, the repairing
of the town's streets and support for the essential functions of a
tourism-based resort community.

According to WSJ, the bankruptcy stems from a planned real-estate
project the town had intended to pursue with Mammoth Lakes Land
Acquisition but ultimately decided to end.  The developer sued the
town for ending the contract and won.  Town officials said they
tried to negotiate with the developer but couldn't reach terms on
a $43 million judgment.

According to Standard & Poor's, the obligation to the real estate
developer represents 250% of the town's annual general fund
budget.  Mammoth Lakes projected a $2.8 million budget shortfall
for its 2012-13 fiscal year.

                    About Mammoth Lakes, Calif.

The town of Mammoth Lakes, a small California resort community
near Yosemite National Park, filed a Chapter 9 bankruptcy petition
(Bankr. E.D. Calif. Case No. 12-32463) on July 3, 2012, estimating
$100 million to $500 million in assets and $50 million to $100
million in debts.  Bankruptcy Judge Thomas C. Holman oversees the
case.  Lawyers at Fulbright & Jaworski LLP and Klee, Tuchin,
Bogdanoff & Stern, LLP, serve as the Debtor's counsel.  The
petition was signed by Dave Wilbrecht, town manager.


MARLOW MANOR: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Marlow Manor Downtown, LLC
        337 East 4th Avenue Suite 1
        Anchorage, AK 99501

Bankruptcy Case No.: 12-00421

Chapter 11 Petition Date: July 9, 2012

Court: United States Bankruptcy Court
       Alaska (Anchorage)

Debtor's Counsel: David H. Bundy, Esq.
                  DAVID H. BUNDY, PC
                  310 K Street, Suite 200
                  Anchorage, AK 99501
                  Tel: (907) 248-8431
                  Fax: (907) 248-8434
                  E-mail: dhb@alaska.net

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

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

A copy of the Company's list of its three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/akb12-00421.pdf

The petition was signed by Marc A. Marlow, manager.


MASZERA CORPORATION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: The Maszera Corporation
        29690 Foskey Lane
        Delmar, MD 21875

Bankruptcy Case No.: 12-22665

Chapter 11 Petition Date: July 8, 2012

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Maurice Carroll Williams, Esq.
                  LAW OFFICE OF MAURICE C. WILLIAMS
                  P.O. Box 11396
                  Baltimore, MD 21239
                  Tel: (443) 676-7049
                  Fax: (443) 378-7405
                  E-mail: MauriceCWESQ@yahoo.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 Dmytro Maszera, president.


MELK LOFTS: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Melk Lofts, LLC
        P.O. Box 31081
        San Francisco, CA 94131

Bankruptcy Case No.: 12-32047

Chapter 11 Petition Date: July 9, 2012

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Matthew D. Metzger, Esq.
                  BELVEDERE LEGAL, APC
                  605 Market St. #505
                  San Francisco, CA 94105
                  Tel: (415) 513-5980
                  E-mail: mmetzger@belvederelegal.com

Scheduled Assets: $1,242,894

Scheduled Liabilities: $2,294,055

A copy of the Company's list of its 13 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/canb12-32047.pdf

The petition was signed by Christopher Kevin Stephens, president.


MERRILL CORP: Moody's Confirms 'Caa3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service confirmed all existing ratings for
Merrill Corporation following the extension of the company's
revolver maturity to July 20 from June 29. Given imminent debt
maturities and a weak liquidity position, Moody's has also
appended an /LD indicator to Merrill's Ca Probability of Default
Rating ("PDR") to designate a limited default on the first lien
credit facilities associated with the extended maturity. The
rating outlook is stable.

Actions:

  Issuer, Merrill Corporation

    Corporate Family Rating. confirmed at Caa3

    Probability of Default Rating, confirmed at Ca,
    /LD designation appended

    Outlook, revised to Stable from Rating Under Review

  Issuer, Merrill Communications LLC

    First Lien Senior Secured Credit Facilities, confirmed at
    Caa1 (LGD2 18%)

    Second Lien Senior Secured Credit Facilities, confirmed at Ca
    (LGD4 65%)

  Outlook, revised to Stable from Rating Under Review

Ratings Rationale

According to Moody's analyst Ben Nelson, "While we view the
revolver extension as a default under Moody's definition of
default, it is also a sign of lender willingness to work towards a
longer-term solution." Lenders agreed to waive certain events of
default and extended the revolver maturity to July 20, 2012 in
exchange for an increase in pricing and a reduction in the
revolving credit commitment to $34 million from $40 million.
Merrill continues to face an imminent revolver maturity, as well
as the maturity of $374 million of first lien term loans in
December 2012 and $215 million of second lien term loans and
accrued payment-in-kind interest in November 2013. The company
remains current on its interest payments and generated positive
free cash flow for the twelve months ended October 31, 2011, and,
based on preliminary financial statements, for the twelve months
ended April 30, 2012

Refinancing risk is the principal factor influencing Merrill's
Caa3 Corporate Family Rating ("CFR") and Ca /LD PDR. The Caa3 CFR
is positioned one notch above the PDR to reflect Moody's
expectation for above average recovery in the event Merrill
determines a debt restructuring represents the best solution to
its refinancing needs. The stable rating outlook incorporates
Moody's view that operating performance will not deteriorate from
current levels. The outlook also reflects Moody's view that the
ratings are positioned appropriately to reflect both the
refinancing risk in the current capital structure and prospects
for above average recovery in the event of a restructuring.
Moody's could downgrade the ratings if performance is expected to
deteriorate to the extent that Moody's no longer expect above
average recovery. Conversely, Moody's could upgrade the ratings if
Merrill refinances successfully its upcoming debt maturities.

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

Headquartered in St. Paul, Minnesota, Merrill Corporation provides
a range of document and data management services, litigation
support, branded communication programs, fulfillment, imaging, and
printing services organized along two main business segments:
Legal and Financial Transaction Services ("LFTS") and Marketing
and Communication Solutions ("MCS"). The company generated $788
million of revenue for the twelve months ended October 31, 2011,
and, based on preliminary financial statements, $797 million of
revenue for the twelve months ended April 30, 2012.


MF GLOBAL: CRT Offers Sellers Guaranteed Recoveries
---------------------------------------------------
CRT Special Investments LLC disclosed that sellers of certain MF
Global trade claims will be provided with guaranteed recoveries in
its weekly auctions.  CRT Special Investments' weekly auctions
will provide holders of 4d, 30.7, securities account, and UK
claims the opportunity to auction their claims for the highest
price, while guaranteeing minimum recoveries, subject to
acceptable documentation, including a Notice of Determination, and
weekly limits on aggregate claim guarantees.

4d Domestic Customer Account Claims:

-- $0.93 for claims under $100,000

-- $0.945 for claims over $100,000

30.7 Foreign Account Claims:

-- $0.74 for claims under $100,000

-- $0.75 for claims over $100,000

UK Non Segregated Account Claims: $0.62

UK Segregated Account Claims: $0.84

"No other auction of MF Global trade claims has guaranteed a
minimum price for claims holders," said Joe Sarachek, Managing
Director of CRT Special Investments.  "Our aim is to leverage the
auction process, together with our insight into the claims trading
market and thorough understanding of the ongoing bankruptcy
proceedings, to provide guaranteed recoveries and liquidity for MF
Global customers."

CRT Special Investments, which has been a leading participant in
the MF Global trade claims market, has the expertise and knowledge
of the market not only to offer liquidity to customers looking to
sell, but also to structure loans and settlements for those
customers who are not yet able to sell their claims. CRT Special
Investments is an affiliate of CRT Capital Group LLC, a Stamford-
based broker-dealer that has serviced institutional customers for
more than 20 years. CRT provides in-depth research on the MF
Global bankruptcy proceedings and claims trading market.

                          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)


MONTECITO AT MIRABEL: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Montecito At Mirabel Development, L.L.C.
        c/o DeConcini McDonald Yetwin & Lacy PC
        6909 East Main Street
        Scottsdale, AZ 85251
        Tel: (480) 398-3100

Bankruptcy Case No.: 12-15110

Chapter 11 Petition Date: July 5, 2012

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Shelton L. Freeman, Esq.
                  DECONCINI MCDONALD YETWIN & LACY, PC
                  6909 East Main Street
                  Scottsdale, AZ 85251
                  Tel: (480) 398-3100
                  Fax: (480) 398-3101
                  E-mail: tfreeman@lawdmyl.com

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

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

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

The petition was signed by Megan Johnson, manager.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Weston Ranch Development, LLC         09-33901            12/31/09
The Landing at Reid's Ranch           09-33903            12/31/09
Development, LLC


NAVISTAR INT'L: Liquidity Concerns Cue Fitch to Lower IDR to 'B+'
-----------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative the long-term IDR for Navistar International Corporation
(NAV) and Navistar Financial Corporation (NFC) to 'B+' from 'BB-'.
Additionally, Fitch has downgraded NAV's senior subordinated
convertible debt to 'B-' from 'B'.  Fitch has also affirmed NAV's
and NFC's senior unsecured debt at 'BB-'.  The Rating Outlook is
Negative.

The downgrade reflects increased concerns about NAV's free cash
flow and liquidity which Fitch expects will be lower than
originally anticipated in the near to medium term.  This is due to
the cost of implementing a change to NAV's engine strategy
announced on July 6, 2012.  Manufacturing debt/EBITDA increased
materially in the first half of 2012, to slightly above 4 times
(x) at April 30, 2012, from 2.4x at Oct. 31, 2011.  Debt/EBITDA
could remain elevated compared to recent levels.

NAV announced earlier today it will incorporate SCR technology in
its engines to meet 2010 U.S. emissions regulations.  The change
to NAV's engine strategy is intended to address the delayed
certification of its EGR-only engine by the Environmental
Protection Agency (EPA).  NAV expects to begin producing heavy
duty engines with SCR technology in early 2013. NAV has not yet
provided details about costs to develop the engines or when the
transition will be complete, including any required certification
of the engines by the EPA.

The Negative Rating Outlook reflects concerns about NAV's ability
to deliver trucks during the transition period. This will also be
subject to the availability of emissions credits and NAV's use of
non-conformance penalties (NCP). Emissions credits are expected to
be depleted in 2012 for heavy duty engines and in 2013 for medium
duty engines.

NAV is discussing its engine plans with the EPA and the California
Air Resources Board (CARB).  However, the outcome has yet to be
determined and may be subject to legal review.  In June 2012, the
U.S. Court of Appeals invalidated the EPA's Interim Final Rule
allowing NAV to use NCP's.  However, the ruling has not yet been
put into effect.

Other rating concerns include low margins, a large pension
obligation and execution risks associated with the engine
transition.  Another rating concern is possible distraction
regarding NAV's efforts to address engine quality issues that
contributed to high warranty charges in the first half of fiscal
2012.  Challenges surrounding NAV's engine strategy have
contributed to a delayed recovery of NAV's market share of medium
and heavy duty trucks in the U.S. and Canada.

NAV's ratings may be at risk for an additional downgrade if
warranty costs don't stabilize and eventually improve or if free
cash flow doesn't recover sufficiently from the first half of 2012
to maintain NAV's liquidity at a stable level.  Another possible
negative rating factor is if NAV's integration strategy and
expansion overseas fail to produce improved margins.  In addition,
activist investors have accumulated approximately 25% of NAV's
common shares in recent months which introduces some uncertainty
about long term operating and financial policies.

Conversely, Fitch may revise NAV's Rating Outlook to stable if
they are able to maintain production levels through the use of
emissions credits and NCP's.  The ratings and Outlook could also
be supported if engine quality improves materially, operating
margins improve, NAV manages commodity costs effectively, and the
company's market share recovers.

The rating of 'BB-' on NAV's senior unsecured debt is one notch
above the IDR and reflects modest recovery prospects in a
distressed scenario.  The 'B-' rating for senior subordinated
convertible notes reflects its low priority relative to NAV's
senior debt and its low expected recovery in a distressed
scenario.

Large warranty charges were largely responsible for a material
loss in the first half of 2012.  Other factors that contributed to
these results included higher commodity costs for steel and rubber
and the negative impact of lower sales of military trucks and
parts.  Other factors included weak demand in Brazil associated
with engine pre-buying in 2011, and a transition to contract
engine manufacturing for a large customer in Brazil.  NAV also
incurred start-up and restructuring costs in certain businesses
and relocated its headquarters as part of the engineering
integration.

Fitch expects costs related to the change in NAV's engine strategy
could result in negative manufacturing free cash flow (FCF) in the
second half of fiscal 2012.  This compares to Fitch's previous
expectation that free cash flow would be break-even or slightly
positive. The negative impact on manufacturing FCF could continue
into fiscal 2013 until the SCR transition is complete.

Manufacturing FCF in the first half of 2012 was negative $388
million.  This figure reflects low margins and capital
expenditures which remain higher than average as NAV integrates
its engineering functions, invests in a research center and engine
testing facility, and realigns other parts of its business.

NAV's manufacturing FCF is also constrained by recurring pension
contributions.  NAV's net pension obligations totaled $1.8 billion
(approximately 57% funded) at the end of 2011.  As of April 30,
2012, NAV expected to contribute $190 million to the plans in
2012. Of this amount, $82 million was contributed during the first
half of the year.  Between 2013 and 2015, NAV estimated it would
be required to contribute at least $210 million annually.
However, NAV has indicated that required contributions could be
less than these estimates based on recent pension legislation.

Liquidity is currently adequate. However, it may become a concern
if performance doesn't improve, or if temporary cash requirements,
such as SCR-related costs, or higher working capital requirements
for used-truck inventories, do not reverse.  At April 30, 2012,
NAV's liquidity (excluding NFC) included $681 million of cash and
marketable securities.  This was down from nearly $1.2 billion at
Oct. 31, 2011, and $192 million of availability under a $355
million asset-based credit facility ('ABCL') that matures in 2016.

In June 2012, NAV borrowed an additional $138 million under the
ABCL.  Liquidity is offset by $230 million of manufacturing debt
due within one year.  NAV repurchased a combined $200 million of
shares in fiscal 2011 and the first half of fiscal 2012.  Fitch
anticipates further repurchases will be minimal in the near to
medium term until NAV resolves concerns about engine certification
and low margins.

Fitch views NFC as neutral to the rating. NFC's financial
performance is generally in line with Fitch's expectations.
Profitability has declined slightly in the six-months ended April
30, 2012 due to the run-off of NFC's retail portfolio.  The retail
balance is expected to decline further over the next several
years.  This is due to NFC's agreement with GE Capital in 2010 as
the primary funding source for the company's retail portfolio.

Asset quality continues to improve and provisioning volatility has
declined as NFC focuses on its relatively lower risk wholesale
portfolio.  NFC's capitalization is consistent with similarly
rated captives.  Fitch expects leverage to improve and stay below
historical levels due to reduced financing needs as a result of
NFC's agreement with GE Capital.  In the fourth quarter of 2011,
NFC completed a significant refinancing of its credit facilities.
Fitch believes the refinancing of its credit facilities may
mitigate any potential near-term liquidity concerns.

Due to NFC's close operating relationship and importance to the
parent, its ratings are directly linked to those of the ultimate
parent.  The relationship is governed by the Master Intercompany
Agreement.  Also, there is a requirement referenced in NFC's
credit agreement requiring Navistar, Inc. or NAV to own 100% of
NFC's equity at all times.

Fitch's ratings cover approximately $2 billion of debt at NAV and
$2.5 billion of outstanding debt at its Financial Services
segment, the majority of which is at NFC, as of April 30, 2012.

Fitch has taken the following rating actions for NAV and NFC:

Navistar International Corporation

  -- Long-term IDR downgraded to 'B+' from 'BB-';
  -- Senior unsecured notes affirmed at 'BB-'; 'RR3' Recovery
     Rating assigned ;
  -- Senior subordinated notes downgraded to 'B-' from 'B';
     'RR6'Recovery Rating assigned .

Cook County, Illinois

  -- Recovery zone revenue facility bonds (Navistar International
     Corporation Project) series 2010 affirmed at 'BB-'.

Illinois Finance Authority (IFA)

  -- Recovery zone revenue facility bonds (Navistar International
     Corporation Project) series 2010 affirmed at 'BB-'.

Navistar Financial Corporation

  -- Long-term IDR downgraded to 'B+' from 'BB-';
  -- Senior unsecured bank credit facilities affirmed at 'BB-';
     'RR3' Recovery Rating assigned.


NERIUM BIOTECHNOLOGY: Posts $1.5 Million Net Loss in 1st Quarter
----------------------------------------------------------------
Nerium Biotechnology, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.54 million on $689,293 of revenue
for the three months ended March 31, 2012, compared with a net
loss of $219,190 on $124,785 of revenue for the same period of
2011.

The Company's balance sheet at March 31, 2012, showed
$1.51 million in total assets, $931,302 in total liabilities, and
stockholders' equity of $573,725.

MSCM LLP, in Toronto, Ontario, expressed substantial doubt about
Nerium's ability to continue to as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has experienced
operating losses since inception and is dependent upon future
financing.

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

                       http://is.gd/YVTcnm

San Antonio, Texas-based Nerium Biotechnology, Inc., is a
biotechnology company involved in the development of Nerium
oleander-based products for the treatment of certain forms of
proliferative diseases and viral infections.


NETWORK CN: Had $623,400 Net Loss in First Quarter
--------------------------------------------------
Network CN Inc. filed its quarterly report on Form 10-Q, reporting
a net loss of $623,445 on $406,775 of revenues for the three
months ended March 31, 2012, compared with a net loss of $821,935
on $396,703 of revenues for the same period last year.

The Company's balance sheet at March 31, 2012, showed
$1.17 million in total assets, $6.84 million in total liabilities,
and a stockholders' deficit of $5.67 million.

As reported in the TCR on April 18, 2012, Baker Tilly Hong Kong
Limited, in Hong Kong SAR, expressed substantial doubt about
Network CN'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 net
losses of $2,102,548, $2,603,384 and $37,383,361 for the years
ended Dec. 31, 2011, 2010, and 2009, respectively.  "Additionally,
the Company used net cash in operating activities of $388,278,
$1,552,403 and $5,428,273 for the years ended Dec. 31, 2011, 2010,
and 2009, respectively.  "As of Dec. 31, 2011, and 2010, the
Company recorded stockholders' deficit of $5,056,418 and
$3,524,536 respectively.

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

                       http://is.gd/UiE7qH

Causeway, Hong Kong-based Network CN Inc. operates in one single
business segment: Media Network, providing out-of home advertising
services.


NEW SALEM: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: New Salem Missionary Baptist Church of Tampa, Inc.
        405 North Oregon Avenue
        Tampa, FL 33606

Bankruptcy Case No.: 12-10438

Chapter 11 Petition Date: July 6, 2012

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

Debtor's Counsel: Sheila D. Norman, Esq.
                  NORMAN AND BULLINGTON, P.A.
                  1905 West Kennedy Boulevard
                  Tampa, FL 33606
                  Tel: (813) 251-6666
                  Fax: (813) 254-0800
                  E-mail: sheila@normanandbullington.com

Scheduled Assets: $880,412

Scheduled Liabilities: $1,238,596

A copy of the Company's list of its six largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-10438.pdf

The petition was signed by Rufus Spencer, president.


NUSTAR LOGISTICS: Moody's Reviews Ratings for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the ratings of NuStar Logistics,
L.P. under review for downgrade. This follows NuStar's
announcement on July 6, 2012 that it has requested and obtained a
waiver of a covenant default for the leverage ratio on their
revolving credit facility.

Ratings Rationale

"Investment-grade companies are rarely required to seek a waiver
of a leverage covenant default and be obliged to divest a business
in which it has made significant investment to ensure future
compliance," said Harry Schroeder Moody's Vice President.

NS procured the waiver for the leverage ratio in the revolving
credit that it had just executed in May 2012. Asphalt non-
performance and a sizeable trading loss due to the outside of
normal practice of lifting of hedges in fuels collapsed EBITDA and
precipitated the breach. The waiver was granted but the
fundamental businesses remain unchanged and all segments have
suffered from lack of meaningful growth in operating income and
EBITDA. To partially address this, NS has entered into a JV of its
asphalt business. Moody's views it as a de facto distressed sale
of Asphalt with a limit of about a further $100 million of capital
investment that may be required to support ongoing working capital
requirements. NS retains a 50% interest but Moody's gives it no
value in Moody's rating. Deconsolidation allows the removal of the
negative LTM asphalt EBITDA for covenant purposes and removes a
large amount of working capital that NS currently carries on its
balance sheet. This should address covenant compliance but,
unfortunately, does not retire the entirety of capital invested in
the asphalt business. This stranded capital has significant
ongoing carrying cost which is economically dilutive and
burdensome to the storage and transport businesses; businesses
that do not generate high returns on capital in the first place.

Going forward, it is not clear whether the company is now focused
on optimizing the cash flows and returns on its storage and
transportation businesses or if it will continue a high-growth
assets strategy. Moody's is adopting a wait and see position but
look for demonstrated results derived from the existing asset base
that bolster cash flow and are proportional to the last three-
years' investment. This will allow debt/EBITDA and returns on
capital to equilibrate to the level of investment-grade peers. Two
other observations: a) the company may choose to undertake
material non-maintenance investment in assets and "grow into" a
debt/EBITDA metric. This tack may or may not be successful but
Moody's views the immediacy of improved cash flow generation and
improving returns on invested capital, not 'to-come' projections
and opportunities, as linchpins to maintaining the investment-
grade; and b) the insiders of NS's and NuStar GP Holdings own
about 3% of the LP and 19% of the GP (30%/70% value split). The GP
holds the incentive distribution rights in NS. At present, the GP
receives 23% of NS cash distribution while owning 14% of the LP
units. A case can be made that investment and growth is more
important to the insiders than the maintenance of an investment
grade rating. That is why Moody's has placed the rating under
reveiw for downgrade; the actions of the next few months will be
indicative of the tack the company wishes to follow.

The Baa3 senior unsecured rating reflects NS's breadth of
midstream assets in the US and abroad and the long established and
essential role of that portfolio within the United States' energy
infrastructure. In order for the outlook to return to stable, the
company will need to bolster both EBIT and EBITDA to a level
supporting all capital employed and have debt / EBITDA at or below
4.5x by year-end 2012 and in the 4.0x range on an ongoing basis.
It must also bring its return on capital back into line with
investment-grade peers. The ratings may be downgraded if leverage
is not significantly reduced from current levels, after adjusting
for the JV debt deconsolidation, by year-end. The driver of this
will need to be EBITDA growth not equity issuance.

The principal methodology used in rating NuStar was the Global
Midstream Energy Industry Methodology published in December 2010.


PARADISE DREAM: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Paradise Dream Consultants LLC
        529 NE 86th Street
        Seattle, WA 98115

Bankruptcy Case No.: 12-17070

Chapter 11 Petition Date: July 6, 2012

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Timothy W. Dore

Debtor's Counsel: David C. Smith, Esq.
                  LAW OFFICES OF DAVID SMITH, PLLC
                  201 St. Helens Avenue
                  Tacoma, WA 98402
                  Tel: (253) 272-4777
                  E-mail: ecf@davidsmithlaw.com

Scheduled Assets: $3,501,275

Scheduled Liabilities: $730,000

A copy of the Company's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/wawb12-17070.pdf

The petition was signed by Tim Prekaski.


PARAMJEET MALHOTRA: Judge Dismisses FCA Kickback Claims
-------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that U.S. District
Judge James L. Robart on Monday dismissed a False Claims Act suit
brought by married real estate managers, saying their claims that
their bankruptcy trustee undervalued their property as part of a
kickback scheme were not pled specifically enough.

Bankruptcy Law360 relates that Judge Robart gave the couple,
Paramjeet and Sunita Malhotra, leave to file more specific
complaint within 20 days.  Their qui tam suit alleges that the
trustee, along with others including RE/MAX Eastside Brokers Inc.,
undervalued the Malhotra's properties.


PARTY CITY: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Elmsford, N.Y.-based Party City Holdings Inc.
(existing parent company to Amscan Holdings Inc.). The outlook is
stable.

"At the same time, we assigned a 'B' issue-level rating to Party
City's proposed senior secured $1.05 billion term loan due 2019,"
S&P said.

"Our '4' recovery rating on the term loan indicates our
expectation of average (30%-50%) recovery in the event of a
default. The company will also have access to a proposed $400
million asset-based lending (ABL) facility due 2017, which is
unrated. All ratings are subject to review of final
documentation," S&P said.

"All ratings on Amscan remain on CreditWatch, where we placed them
with negative implications on June 18, 2012, following the
company's announcement that Thomas H. Lee Partners would acquire
it in a leveraged buyout. Amscan will be merged into its existing
parent company, Party City, at the close of the transaction. At
that point we will lower all of our ratings on Amscan by one
notch, including the corporate credit rating to 'B' from 'B+',"
S&P said.

"We will then withdraw all existing ratings on Amscan once the
acquisition has closed and all outstanding debt at Amscan is
repaid. Pro forma for the transaction close, which we expect to
occur by the end of July 2012, approximately $2.2 billion of total
adjusted debt will be outstanding at Party City," S&P said.

"The assignment of ratings on Party City and the expected
downgrade of Amscan Holdings Inc. reflect the increase in leverage
at Party City resulting from the proposed acquisition," said
Standard & Poor's credit analyst Stephanie Harter. "We estimate
the transaction will weaken Party City's credit metrics
considerably, and believe the leveraged buyout indicates their
financial policy has become very aggressive. We also factor in
Amscan's history of using leverage to fund dividends, ownership
changes, and acquisitions," S&P said.

Standard & Poor's had previously expected Amscan's credit measures
to improve modestly and that leverage would remain closer to 5x.

"However, we estimate that pro forma total adjusted leverage for
Party City at the transaction's close will be over 7x (including
our adjustments for operating leases)," S&P said.

Party City designs, manufactures, and distributes party goods,
also operating its mostly company-owned Party City, Halloween
City, and Party Packagers  retail businesses in the U.S. and
Canada.


PATRIOT COAL: Receives Court OK of $802 Million DIP Financing
-------------------------------------------------------------
Patriot Coal Corporation disclosed that the Bankruptcy Court for
the Southern District of New York granted Patriot interim approval
of its $802 million Debtor-in-Possession financing from Citigroup
Global Markets Inc., Barclays Bank PLC, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated as joint lead arrangers, and granted
Patriot interim authorization to access immediately $677 million
of the DIP financing.

The DIP financing and cash from the Company's ongoing operations
will provide Patriot with financial flexibility to operate its
business in the ordinary course, including funding post-petition
payments to suppliers and meeting other customary business
obligations, during the reorganization process.

In addition, the Bankruptcy Court granted interim authorization
for Patriot to continue to pay wages and provide health care and
other benefits to employees, use existing cash management systems,
and take certain other actions to help ensure that Patriot's
mining operations and customer shipments continue in the ordinary
course.

                       About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal 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.

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.

The case has been assigned to the Honorable Shelley C. Chapman.


PEGASUS RURAL: To Auction Spectrum Assets & Leases in August
------------------------------------------------------------
According to a notice posted on the Web site of law firm Elliott
Greenleaf, certain debtor subsidiaries of Xanadoo Spectrum LLC,
which Elliott Greenleaf represents in chapter 11 cases filed in
Delaware, have spectrum assets for sale and the Court has approved
a global settlement with their pre-petition senior secured
creditor.

The United States Bankruptcy Court for the District of Delaware
entered an order on June 29, 2012 approving the bidding procedures
for the sale of the Company's 700 MHz spectrum assets and 2.5 GHz
spectrum leases.

The 700 MHz assets comprise 23 licenses for the commercial use of
2 MHz in the A Block of the 700 MHz frequency band, covering
approximately 164 million people.  The geographic regions within
the licensed areas include substantially all of the East Coast and
Midwest, most of the West Coast, as well as Hawaii, Puerto Rico
and the American Possessions.

The 2.5 GHz assets comprise 40 leases of Educational Broadband
Service licenses in the 2.5 GHz band, covering approximately [10]
million people.  The geographic regions within the licensed areas
include primarily rural areas Arkansas, Illinois, Kansas,
Louisiana, Minnesota, Missouri, Nebraska, Oklahoma and Texas.
Parties interested in the 2.5 GHz leases are encouraged to bid
on all or any part of the 2.5 GHz leases.

The Bankruptcy Court has scheduled an auction for these assets to
take place on August 20, 2012.

The Company has entered into a stalking horse agreement with its
sole senior secured creditor, Beach Point Capital, which consists
of a credit bid in the amount of $30 million for the 700 MHz
assets and $500,000 for the 2.5 GHz leases.

The Company is soliciting all interested parties to submit
materials required to participate in the auction by the August 10,
2012 deadline.

The detailed schedule is as follows:

   Deadline to Meet                      August 10, 2012
    Participation Requirements

   Deadline to Submit Proof              August 15, 2012
    of Financial Ability to Perform      at 4:00 p.m. (Eastern)

   Deadline for Debtors to Notify        August 15, 2012
    Potential Bidders of the Minimum
    Overbid

   Deadline for Debtors to Cancel an     August 15, 2012
    Auction

   Deadline to Object to Sale            August 17, 2012
                                         at 4:00 p.m. (Eastern)

   Deadline to Notify Designation        August 17, 2012
    of Qualified Bidder                  at 6:00 p.m. (Eastern)

   Auction and Deadline to Submit        August 20, 2012
    Qualified Bid                        at 10:00 a.m. (Eastern)

   Sale Hearing                          August 22, 2012
                                         at 10:00 a.m. (Eastern)

                   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.


PJ FINANCE: Completes Chapter 11 Plan of Reorganization
-------------------------------------------------------
PJ Finance Company LLC has successfully completed a Chapter 11
plan of reorganization.  The investment banking group of Carl
Marks Advisory Group LLC served as financial advisor to the
Official Committee of Unsecured Creditors (UCC).

PJ Finance sought protection under Chapter 11 due to pressures
from declining occupancy and cash flow.  At the time of the
filing, more than 1,700 units were offline and occupancy rates at
near historic lows.  Through the Chapter 11 process, the Debtors
worked in conjunction with the UCC and Torchlight Loan Services
LLC, the special servicer of $475 million senior mortgage notes,
to rehabilitate the properties and right size their capital
structure.  An auction with financing support was formulated to
maximize value and select a sponsor for a consensual plan of
reorganization.  Following a highly competitive and extensive
auction, the existing equity owners of the properties, in
conjunction with affiliates of Starwood Capital, became the
sponsors of the plan of reorganization under which $22.5 million
in new capital was invested along with the assumption of mortgage
notes.  Notably, the plan also makes payment to all general
unsecured creditors in full.

"The Chapter 11 process and the cooperation of all the
stakeholders yielded substantial value recovery, a testament to
the possibilities available to creditors in a dynamic bankruptcy
process," said Christopher K. Wu, partner, Carl Marks Advisory
Group.

"Carl Marks showed us outstanding creativity, a strong voice of
advocacy and persistence in achieving this remarkable result,"
said Alberto Carrizal, chairman of the Unsecured Creditors
Committee.

The Carl Marks team was led by Christopher Wu and Scott Webb.
Mark Power and Joseph Orbach of Hahn & Hessen served as counsel to
the UCC.

                         About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7,
2011.  Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware; and Michelle E. Marino, Esq., and Stuart M.
Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve
as bankruptcy counsel.  Ernst & Young LLP serves as the Debtors'
independent auditors.  Kurtzman Carson Consultants, LLC, is the
Debtors' claims and notice agent.  An official committee of
unsecured creditors has been named in the case.  Christopher A.
Jarvinen, Esq., Janine M. Cerbone, Esq., Joseph Orbach, Esq., and
Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, N.Y.
represent the committee as lead counsel.  Kimberly A. Brown, Esq.,
Matthew B. McGuire, Esq., and Richard Scott Cobb, Esq., at Landis
Rath & Cobb, in Wilmington, Del., serve as the Committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

The Debtors emerged from Chapter 11 protection May 11, 2012.


PORT WASHINGTON: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Port Washington Mobil, LLC
        1880 N. Wisconsin Street
        Port Washington, WI 53074

Bankruptcy Case No.: 12-30160

Chapter 11 Petition Date: July 5, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Judge: Margaret Dee McGarity

Debtor's Counsel: Albert Solochek, Esq.
                  HOWARD, SOLOCHEK & WEBER S.C.
                  324 East Wisconsin Avenue
                  Milwaukee, WI 53202
                  Tel: (414) 272-0760
                  E-mail: alsolochek@hswmke.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 seven largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/wieb12-30160.pdf

The petition was signed by Sadhana Singh, managing member.


PREMIER GOLF: Disputed Assets Belong to Estate, Not Ostronics
-------------------------------------------------------------
Bankruptcy Judge Dennis R. Dow allowed the Chapter 11 Trustee of
Premier Golf Missouri, LLC, to sell real and personal property
free and clear of liens, interests and encumbrances over the
objection of Martin P. Ostronic, Carla B. Ostronic, Double "O"
Development, LLC, KAH Legacy Holding Company, LLC and M & G
Contractors, LLC.

The Ostronic Group asserted that a significant amount of its
personal property was still located at the Golf Club and should
not be subject to the sale.  The Disputed Assets include
construction and kitchen equipment, office furniture, and
decorative accessories.

Judge Dow said under Missouri law, the Chapter 11 Trustee made a
prima facie case that the Debtor owned and controlled the Disputed
Assets at the time of the bankruptcy filing and the Ostronic Group
offered nothing to rebut the presumption other than inconclusive
documents and inconsistent testimony.  The Debtor possessed,
maintained, repaired and insured them, essentially exercising all
the incidents of ownership.

Accordingly, the Disputed Assets shall be deemed sold to Armed
Forces Bank, N.A., the successful bidder, as of the entry date of
the Order approving the sale.

The Court also denied the Ostronic Group's Motion for Relief from
Stay.

Martin Ostronic is in the construction and development business.
Beginning in 2004, Mr. Ostronic was responsible for building the
Golf Club, modifying the golf course, and working with the general
manager to assist with operations.  To that end, he and the
Ostronic Group purchased a number of items for use at the Golf
Club (e.g., furniture, fitness equipment, kitchen appliances), and
invested a substantial amount of capital and operational funding.
Besides being a principal of the Golf Club, Mr. Ostronic
eventually took over the general manager function.

Between the Debtor's first bankruptcy and the second one, Mr.
Ostronic worked with the Golf Club's lender to reduce its debt and
continued his efforts to manage the property.

Shortly after the second bankruptcy filing, the Court entered an
order appointing the Chapter 11 Trustee.  The Chapter 11 Trustee
spent several months addressing the Debtor's cash flow needs and
attempting to maintain the Golf Club for the benefit of the
Debtor's members, vendors and employees.  She ultimately concluded
that the Debtor's current operations and financial affairs were
below par, and the Debtor had no ability to reorganize or
effectuate a plan of reorganization.  Consequently, the Trustee
filed a motion to sell assets in February 2012, including real
property (golf course and clubhouse), intellectual property,
assignable rights and permits, and all machinery, equipment
(including all office equipment), trade fixtures, tools, dies,
motor vehicles and furniture.

At a hearing held on March 1, 2012, the Chapter 11 Trustee
announced that an auction had been conducted and Armed Forces Bank
was the successful bidder.  By Order dated March 8, 2012, the
Court approved the sale of the Debtor's assets to the Bank subject
to the Court's determination of what interest, if any, the
Ostronic Group had in the Disputed Assets.

A copy of the Court's July 6, 2012 Memorandum Opinion is available
at http://is.gd/fIGvbmfrom Leagle.com.

                    About Premier Golf Missouri

Kansas City, Missouri-based Premier Golf Missouri LLC owns and
operates an 18-hole golf course and clubhouse located in Clay
County, doing business as the Staley Farms Golf Club.  Premier
Golf Missouri filed for Chapter 11 bankruptcy (Bankr. W.D. Mo.
Case No. 11-41669) on April 12, 2011.  Judge Dennis R. Dow
oversees the case.  Donald G. Scott, Esq., at McDowell Rice Smith
& Buchanan, serves as the Debtor's counsel.  In its petition, the
Debtor estimated $1 million to $10 million in both assets and
debts.  The petition was signed by Jon Vodehnal, general manager.

The Debtor's principal assets consist of the Golf Club, the real
estate on which the Golf Club is located, and the revenues the
Golf Club generates.

The Debtor first filed for Chapter 11 bankruptcy in September
2009.  That case was dismissed under 11 U.S.C. Sec. 1112 for cause
in February 2010.


RACKWISE INC: Posts $2.2 Million Net Loss in Q1 2012
----------------------------------------------------
Rackwise, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $2.23 million on $684,149 of revenues for the three
months ended March 31, 2012, compared with a net loss of $899,127
on $536,475 of revenues for the same period of 2011.

The Company's balance sheet at March 31, 2012, showed
$1.06 million in total assets, $3.53 million in total liabilities,
and a stockholders' deficit of $2.47 million.

As reported in the TCR on April 9, 2012, Marcum LLP, in New York,
N.Y., expressed substantial doubt about Rackwise, 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 not achieved a sufficient level of
revenues to support its business and has suffered recurring losses
from operations.

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

                       http://is.gd/J6XcGh

Rackwise, Inc., is a software development, sales and marketing
company within the markets of IT infrastructure, data center
monitoring, management and optimization, data center cost
efficiency and green data centers.  The Company's executive
offices are currently located in San Francisco, California, and
the Company has a software development and data center in the
Research Triangle Park in Raleigh, North Carolina.  The Company is
in the process of relocating our executive offices to Folsom,
California and expanding its software development center.


RG STEEL: To Face Air Pollution Suit From U.S. Government
---------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that U.S. District Judge
John Preston Bailey on Monday allowed the U.S. government to move
forward with a lawsuit against an RG Steel LLC unit for alleged
violations of air pollution and hazardous waste laws.

Bankruptcy Law360 relates that Judge Bailey found that the suit
targeting RG Steel Wheeling LLC is exempt from the automatic stay
in the bankruptcy under the police and regulatory powers exception
in Section 362(b)(4) of the Bankruptcy Code.

                            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.


RIDGE VIEW: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Ridge View Farm LLC
        400 Totoket Road
        Northford, CT 06472

Bankruptcy Case No.: 12-31617

Chapter 11 Petition Date: July 6, 2012

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Peter L. Ressler, Esq.
                  GROOB RESSLER & MULQUEEN, P.C.
                  123 York Street, Suite 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  E-mail: ressmul@yahoo.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 three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ctb12-31617.pdf

The petition was signed by Joseph Spezzano 3rd, member.


RITZ CAMERA: Seeks to Sell Off Its Assets at Auction
----------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that
Ritz Camera & Image LLC is asking the court's permission to hold a
September auction for the 137 camera stores that will be left in
the chain after it holds store-closing sales at 82 locations.

Amanda Bransford at Bankruptcy Law360 reports that Ritz Camera &
Image is seeking a stalking horse bidder as it looks to auction
itself as a going concern by early September, according to
documents the company filed Friday in Delaware bankruptcy court.

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.


TAKE FLIGHT: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Take Flight LLC
        4550 NW Newberry Hill Road, Suite 202
        Silverdale, WA 98383

Bankruptcy Case No.: 12-17009

Chapter 11 Petition Date: July 5, 2012

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Debtor's Counsel: Norman K. Short, Esq.
                  GSJONES LAW GROUP, P.S.
                  1155 Bethel Avenue
                  Port Orchard, WA 98366
                  Tel: (360) 876-9221
                  E-mail: norm@gsjoneslaw.com

Estimated Assets: $500,001 to $1,000,000

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

A copy of the Company's list of its five largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/wawb12-17009.pdf

The petition was signed by William Wright, manager.


SECURE INTERNET: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Secure Internet Commerce Network, Inc.
        dba SicommNet
        P.O. Box 33562
        San Diego, CA 92103

Bankruptcy Case No.: 12-09553

Chapter 11 Petition Date: July 9, 2012

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Craig E. Dwyer, Esq.
                  8745 Aero Drive, Suite 301
                  San Diego, CA 92123
                  Tel: (858) 268-9909
                  Fax: (858) 268-4230
                  E-mail: craigedwyer@aol.com

Estimated Assets: $0 to $50,000

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

A copy of the Company?s list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/casb12-09553.pdf

The petition was signed by Michael T. Elliott, chief executive
officer.


SIGNATURE GROUP: J. McIntyre Faults Current Board for Woes
----------------------------------------------------------
James A. McIntyre, the largest individual stockholder of Signature
Group Holdings, Inc. has delivered a letter to Signature Group
stockholders in connection with the 2012 Annual Meeting scheduled
to be held on July 24, 2012.

In the letter, Mr. McIntyre and the GOLD Card Nominees highlight,
among other things, the current Board's effort to deflect
responsibility for the massive destruction in stockholder value
and other failures under the current Board and management team,
including (i) a flawed acquisition strategy, (ii) an inability to
capitalize on the Company's NOL's and (iii) the failure to serve
stockholders in the areas of transparency, executive compensation
and corporate governance. In addition, Mr. McIntyre and the GOLD
Card Nominees detailed their plan for creating value and being
accountable.  They also set the record straight regarding Mr.
McIntyre's service at the Company and address the misleading
assertions made in recent communications sent out by the Signature
Board.

Mr. McIntyre urges stockholders to vote the GOLD proxy card to
elect the five independent, experienced and highly qualified GOLD
Card Nominees -- J. Hunter Brown, Barton I. Gurewitz, James A.
McIntyre, Robert A. Peiser and Joyce White.

                       About Signature Group

Signature Group Holdings, Inc. --
http://www.signaturegroupholdings.com/-- is a diversified0
business and financial services enterprise with principal
activities in industrial distribution and special situations debt.
Signature has significant capital resources and is actively
seeking acquisitions as well as growth opportunities for its
existing businesses.  The Company was formerly a $9 billion in
assets industrial bank and financial services business that
reorganized during a two year bankruptcy period. The
reorganization provided for Signature to maintain Federal net
operating loss tax carryforwards in excess of $850 million.

Fremont General Corp. filed for Chapter 11 protection on June 18,
2008, (Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones,
Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represented the Debtor as counsel.
Kurtzman Carson Consultants LLC was the Debtor's noticing agent
and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represented the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.

Fremont General emerged from bankruptcy and filed Amended and
Restated Articles of Incorporation with the Secretary of State of
Nevada on June 11, 2010, which, among other things, changed the
Debtor's name to Signature Group Holdings, Inc.

Signature's plan of reorganization became effective on June 11,
2010.  The name change also took effect as of that date.


SINCKLER INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Sinckler, Inc.
        4459 Matilda Avenue
        P.O. Box 188
        Bronx, NY 10470

Bankruptcy Case No.: 12-12889

Chapter 11 Petition Date: July 9, 2012

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Martin Glenn

Debtor's Counsel: Arlene Gordon-Oliver, Esq.
                  ARLENE GORDON-OLIVER, P.C.
                  Westchester Financial Center
                  50 Main Street, Suite 1000
                  White Plains, NY 10606
                  Tel: (914) 682-2113
                  Fax: (914) 682-2114
                  E-mail: ago@gordonoliverlaw.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 Geoffrey Sinckler, president.


SINO-FOREST: Creditors to Acquire Substantially All Assets
----------------------------------------------------------
Sino-Forest Corporation is proceeding to implement a restructuring
transaction pursuant to which its creditors will acquire
substantially all of the assets of the Company in accordance with
the terms described in the Restructuring Support Agreement entered
into by certain noteholders and the Company on March 30, 2012.
Pursuant to the Restructuring Transaction, Sino-Forest will
transfer substantially all of its assets, other than certain
excluded assets, to a newly formed entity owned and controlled by
its creditors in full and final settlement of all claims against
the Company.

As announced on June 8, 2012, holders of more than 72% of the
aggregate principal amount of the Company's outstanding notes
(with more than 66.67% of the principal amount of each of the four
series of Notes) have agreed to be parties to the Support
Agreement.  Pursuant to certain revised deadlines under the
Support Agreement, Sino-Forest is required to file a plan under
the Companies' Creditors Arrangement Act ("CCAA") in respect of
the Restructuring Transaction on or before August 7, 2012.

In accordance with the sale process procedures approved by the
Ontario Superior Court of Justice on March 30, 2012, Sino-Forest's
financial advisor, Houlihan Lokey, had been soliciting offers to
purchase substantially all of Sino-Forest's assets.  Following
consultation with the court-appointed Monitor, FTI Consulting, the
Company's financial advisor and the Ad Hoc Committee and its
advisors, the Company determined that none of the bids submitted
pursuant to the SPP constituted Qualified Bids as defined in the
SPP and the sale solicitation process has been terminated in
accordance with the SPP.

                      About Sino-Forest Corp.

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

During the CCAA process, Sino-Forest expects its normal day-to-
day operations to continue without interruption. The Company has
not planned any layoffs and all trade payables are expected to
remain unaffected by the CCAA proceedings.


SUPER CASEY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Super Casey LLC
        906 Maple Hill Road
        Bloomington, IL 61704

Bankruptcy Case No.: 12-71561

Chapter 11 Petition Date: July 9, 2012

Court: United States Bankruptcy Court
       Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: Mercer Turner, Esq.
                  LAW OFFICE OF MERCER TURNER, PC
                  202 N Prospect, Suite 202
                  Bloomington, IL 61704
                  E-mail: mercerturner1@msn.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 Harish Patel, member.


TARGETED MEDICAL: Posts $975,900 Net Loss in 1st Quarter
--------------------------------------------------------
Targeted Medical Pharma, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $975,917 on $1.38 million of revenue
for the three months ended March 31, 2012, compared with a net
loss of $928,790 on $2.04 million of revenue for the same period
of 2011.

The Company's balance sheet at March 31, 2012, showed
$9.55 million in total assets, $9.48 million in total liabilities,
and stockholders' equity of $72,050.

As reported in the TCR on Apr 23, 2012, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about Targeted
Medical'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 losses for the
year ended Dec. 31, 2011, totaling $4.18 million as well as
accumulated deficit amounting to $4.49 million.  "Further
the Company appears to have inadequate cash and cash equivalents
of [$147,000] as of Dec. 31, 2011, to cover projected operating
costs for the next 12 months."

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

                       http://is.gd/kGLVzZ

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and sells a line of
patented prescription medical food products through a network of
distributors and directly to physicians who dispense medical foods
and other pharmaceutical products through their office practices.



TRI-VALLEY CORP: Incurred $1.5 Million Net Loss in First Quarter
----------------------------------------------------------------
Tri-Valley Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $1.48 million on $862,620 of revenues for
the three months ended March 31, 2012, compared with a net loss of
$2.21 million on $710,296 of revenues for the same period last
year.

The Company's balance sheet at March 31, 2012, showed
$17.58 million in total assets, $14.12 million in total
liabilities, and stockholders' equity of $3.46 million.

As reported in the TCR on April 23, 2012, Brown Accountancy
Corporation, in Bakersfield, California, expressed substantial
doubt about Tri-Valley'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 Tri-Valley has incurred
a net loss from operations for the year ended Dec. 31, 2011, and
has a retained earnings deficit as of Dec. 31,
2011.

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

                       http://is.gd/9kKM5k

Bakersfield, Calif.-based Tri-Valley Corporation is a crude oil
and natural gas exploitation, development and production company
engaged in locating and developing hydrocarbon resources in
California.  The Company is also engaged in early-stage
exploration of precious minerals in Alaska.


U-SWIRL INC: Incurred $124,100 First Quarter Net Loss
-----------------------------------------------------
U-Swirl, Inc., formerly Healthy Fast Food, Inc., filed its
quarterly report on Form 10-Q, reporting a net loss of $124,108 on
$649,989 of revenues for the three months ended March 31, 2012,
compared with a net loss of $195,445 on $585,401 of revenues for
the same period last year.

The Company's balance sheet at March 31, 2012, showed
$2.17 million in total assets, $822,369 in total liabilities, and
stockholders' equity of $1.35 million.

L.L. Bradford & Company, LLC, in Las Vegas, Nevada, expressed
substantial doubt about U-Swirl'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 and lower-than-expected sales.

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

                       http://is.gd/0hAALJ

Henderson, Nev.-based U-Swirl, Inc., U-Swirl, Inc., formerly
Healthy Fast Food, Inc.,was incorporated in the state of Nevada on
Nov. 14, 2005.

As of March 31, 2012, the Company owned and operated six U-Swirl
Yogurt cafes.  From the Company's inception through March 31,
2012, the Company has sold (a) 13 franchise area development
agreements, including the first franchise agreement under the area
development agreement; (b) 12 single-unit franchise agreements as
subsequent franchises under an area development agreement or
without an area development agreement; and (c) one license
agreement that was converted to a franchise agreement.


UNITED AMERICAN: Posts $1.2-Mil. Net Loss in March 31 Quarter
-------------------------------------------------------------
United American Healthcare Corporation filed its quarterly report
on Form 10-Q, reporting a net loss of $1.18 million on
$1.64 million of revenue for the three months ended March 31,
2012, compared with a net loss of $52,000 on $2.16 million of
revenue for the three months ended March 31, 2011.

The Company reported a net loss of $2.33 million on $4.81 million
of revenue for the nine months ended March 31, 2012, compared with
a net loss of $1.88 million on $6.48 million of revenue for the
nine months ended March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$15.68 million in total assets, $13.66 million in total
liabilities, and stockholders' equity of $2.02 million.

As reported in the TCR on Oct. 20, 2011, UHY LLP, in Farmington
Hills, Michigan, expressed substantial doubt about United American
Healthcare's ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2011.  The
independent auditors noted that the Company incurred a net loss
from continuing operations of $7.5 million for the year ended
June 30, 2011, and, as of that date, had a net working capital
deficiency of $6.4 million.

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

                       http://is.gd/5BYUww

Chicago, Illinois-based United American Healthcare Corporation
provides contract manufacturing services to the medical device
industry, with a focus on precision laser-cutting capabilities and
the processing of thin-wall tubular metal components, sub-
assemblies and implants, primarily in the cardiovascular market.


US XPRESS: S&P Affirms B Corp. Credit Rating on Covenant Amendment
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit rating, on Chattanooga, Tenn.-based long-
haul trucking company US Xpress Enterprises Inc.

"At the same time, we removed the ratings from CreditWatch, where
we had placed them with negative implications on April 12, 2012,"
S&P said.  The outlook is negative.

"Our ratings affirmation reflects near-term improvement in US
Xpress' liquidity position and covenant headroom as a result of
amendments to its senior secured credit facility," said Standard &
Poor's credit analyst Anita Ogbara. "The company's earnings have
strengthened as a result of more balanced supply and demand as
well as better pricing in the trucking sector."

"Still, the U.S. economy remains weak, and we continue to expect
slow GDP growth, particularly during the second half of 2012," she
added.

The ratings on US Xpress reflect the company's highly leveraged
capital structure and the intensely competitive, highly
fragmented, cyclical truck-load (TL) market in which it operates.

US Xpress' significant business position as a major TL carrier
with good customer, end-market, and geographic diversity partially
offsets these factors.

Standard & Poor's categorizes the company's business profile as
"weak," its financial profile as "aggressive," and its liquidity
as "adequate" under its criteria.


WM BOLTHOUSE: Moody's Reviews B2 CFR for Upgrade on Campbell Deal
-----------------------------------------------------------------
Moody's Investors Service placed the B2 Corporate Family Rating
and other ratings of Wm. Bolthouse Farms, Inc. on review for
upgrade following the announcement that Campbell Soup Company
agreed to acquire Wm. Bolthouse for $1.55 billion. The closing of
the acquisition is subject to regulatory approvals and is expected
to occur in late summer 2012. The review for upgrade reflects the
stronger credit profile of Campbell as well as the intention of
the companies to pay off the Bolthouse debt at the close of the
transaction. Bolthouse's ratings will be withdrawn once the
acquisition successfully closes and its rated debt has been paid
off.

Ratings placed under review for upgrade:

Corporate Family Rating of B2

Probability of Default Rating of B2

Sr Sec Bank Credit facility 1st lien $55M revolver due 2015 of
B1, LGD-3, 38%

Sr Sec Bank Credit facility 1st lien $550M term loan due 2016 of
B1, LGD-3, 38%

Sr Sec Bank Credit facility 2nd lien $175M term loan due 2016 of
Caa1, LGD-5, 88%

Ratings Rationale

Bolthouse's B2 Corporate Family Rating reflects the company's
modest scale relative to much larger and diverse natural products
and packaged goods companies, concentration of its vertically
integrated raw material sources, fairly narrow product focus, and
credit risks associated with private equity ownership. These
speculative grade elements in the company's profile are balanced
by the company's leading market position within its core carrot
business and its healthy beverage segment as well as the
relatively stable nature of the company's earnings with less
volatility than is typical for natural product processors.

The principal methodology used in rating Wm. Bolthouse Farms, Inc.
was Moody's Global Food -- Protein and Agriculture industry
methodology published in September 2009 and available on
www.moodys.com in the Rating Methodologies sub-directory under the
Research & Ratings tab. Other methodologies and factors that may
have been considered in the process of rating this issuer can also
be found in the Rating Methodologies sub-directory on Moody's
website.

BF Bolthouse Holdco, LLC through its operating subsidiaries
including Wm. Bolthouse Farms, Inc. is a grower, processor and
distributor of peeled and cut carrots and carrot products, and a
producer of fruit and vegetable based beverages and salad
dressings. Bolthouse also has a cold storage freight forwarding
warehouse business located in Chicago, which allows retailers to
pick up Bolthouse products and other produce which have been
shipped by rail from Bakersfield. Revenues for the fiscal year
ending March 2012 were approximately $690 million. Bolthouse is
headquartered in Bakersfield, California.


VYSOTA ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Vysota Enterprises, Inc.
        1511 La Esplanade Pl.
        Santa Rosa, CA 95404

Bankruptcy Case No.: 12-11868

Chapter 11 Petition Date: July 9, 2012

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: John H. MacConaghy, Esq.
                  MACCONAGHY AND BARNIER
                  645 1st St. W #D
                  Sonoma, CA 95476
                  Tel: (707) 935-3205
                  E-mail: macclaw@macbarlaw.com

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

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

A copy of the Company?s list of its eight largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/canb12-11868.pdf

The petition was signed by Vladimir Abramov, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
La Promenade Villas, LLC               12-11732   06/24/12


WOLFGANG CANDY: Divine Offers to Acquire Assets $1.5 Million
------------------------------------------------------------
Candy Woodall at yorkdispatch.com reports that Alabama-based
Divine Serendipity LLC has offered to buy Wolfgang Candy for
$1.5 million.

According to the report, the proposed sale is subject to approval
by both M&T Bank, Wolfgang's lender, and the United States
Bankruptcy Court in Harrisburg.  An August hearing is scheduled
before Mary D. France, chief judge of the Middle District
Bankruptcy Court.

"Since our bankruptcy filing in March, we've been seeking
partnership opportunities to further capitalize our business and
grow our retail brand.  We're very happy that a suitable buyer has
emerged in the process, who seems to believe in the same plan,"
the report quotes Wolfgang CEO Ben McGlaughlin as saying.

The report says that buyer is William "Wayne" Sellers, a 49-year-
old, self-proclaimed Southern Baptist who said God has guided him
through business decisions for more than 24 years.

Based in York, Pennsylvania, Wolfgang Candy Co., Inc., filed for
Chapter 11 bankruptcy protection on March 13, 2012 (Bankr. M.D.
Penn. Case No. 12-01427).  Judge Mary D. France presides over the
case.  Lawrence V. Young, Esq., at CGA Law Firm, represents the
Debtor.  The Debtor listed assets of less than $50,000, and
estimated debts of between $1 million and $10 million.


ZYTO CORP: Had $65,800 Profit in First Quarter
----------------------------------------------
ZYCO Corp. filed its quarterly report on Form 10-Q, reporting net
income of $65,823 on $1.09 million of revenue for the three months
ended March 31, 2012, compared with a net loss of $331,152 on
$808,114 of revenue for the same period of 2011.

The Company's balance sheet at March 31, 2012, showed
$1.07 million in total assets, $3.83 million in total liabilities,
and a stockholders' deficit of $2.76 million.

Hansen, Barnett, & Maxwell, P.C., in Salt Lake City, Utah,
expressed substantial doubt about ZYTO'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 an accumulated deficit, and negative working capital.

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

                       http://is.gd/7yipeh

ZYTO Corp.'s operations consist of the manufacturing and
distribution of biocommunication devices and software designed to
facilitate communication between computers and the human body.


ZOOM TELEPHONICS: Posts $114,300 Net Loss in Q1 2012
----------------------------------------------------
Zoom Telephonics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $114,267 on $3.98 million of sales for the
three months ended March 31, 2012, compared with a net loss of
$284,602 on $2.81 million of sales for the comparable period of
2011.

The Company's balance sheet at March 31, 2012, showed
$5.08 million in total assets, $1.54 million in total current
liabilities, and stockholders' equity of $3.54 million.

As reported in the TCR on April 9, 2012, Marcum LLP, in Boston,
Massachusetts, expressed substantial doubt about Zoom Telephonics'
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that the Company has had recurring net losses and
continues to experience negative cash flows from operations.

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

                       http://is.gd/3Lavkv

Located in Boston, Massachusetts, Zoom Telephonics, Inc., designs,
produces, markets, sells, and supports broadband and dial-up
modems, Wi-Fi(R) and Bluetooth(R) wireless products, and other
communication-related products.


YUKON-NEVADA GOLD: Posts $7.8-Mil. Net Loss in First Quarter
------------------------------------------------------------
Yukon-Nevada Gold Corp. reported a net loss of US$7.84 million on
US$20.89 million of revenue for the three months ended March 31,
2012, compared with net income of US$28.95 million on
US$18.97 million of revenue for the same period last year.

The Company incurred a US$5.35 million loss from operations for
the three month months ended March 31, 2012 (2011 -
US$17.13 million), and a US$6.50 million outflow of cash from
operations for the same period (2011 - US$2.73 million outflow).
At March 31, 2012, the Company had a working capital deficiency of
US$65.27 million (Dec. 31, 2011 ? US$52.72 million) and an
accumulated deficit of US$366.79 million (Dec. 31, 2011 -
US$358.94 million).

The Company's balance sheet at March 31, 2012, showed
US$348.91 million in total assets, US$265.48 million in total
liabilities, and shareholders' equity of US$83.43 million.

As reported in the TCR on April 9, 2012, Deloitte & Touche LLP, in
Vancouver, Canada, said that the Company has incurred net losses
over the past several years and, as of Dec. 31, 2011, has a
working capital deficit in the amount of US$52.7 million and an
accumulated deficit of US$358.9 million.  "These conditions
indicate the existence of material uncertainties that may cast
substantial doubt about the Company's ability to continue as a
going concern."

A copy of Yukon-Nevada's condensed consolidated interim financial
statements for the three months ended March 31, 2012, and 2011, is
available for free at http://is.gd/i8apzr

Vancouver, Canada-based Yukon-Nevada Gold Corp.'s operations are
primarily related to the acquisition, exploration and production
of gold in North America.  As of March 31, 2012, the Company had
one producing gold mine located in Nevada, U.S.A. and exploration
properties in Canada (Yukon) and the U.S.A.  For the three months
ended March 31, 2012, and 2011, 100% of the Company's gold
production was sold through a single broker.


* Moody's Says US Tech Companies' Cash Piles Won't Affect Ratings
-----------------------------------------------------------------
US technology companies are set to continue stockpiling cash but
ratings are unlikely to be affected, says Moody's Investors
Service in a new special comment "Overseas Cash Pile To Continue
Surging, Albeit with Limited Credit Impact."

Still, these large cash piles are unlikely to affect credit
ratings as strong liquidity management is embedded in Moody's
ratings, says the rating agency. In addition, companies covered in
the report have very strong cash to debt ratios, securing their
ratings for the time being.

Moody's estimates that major technology companies hold aggregate
cash of $457 billion, with industry behemoth Apple holding $110
billion, or 24% of the total. The top six companies - Apple
(unrated), Microsoft (Aaa stable), Cisco (A1 stable), Google (Aa2
stable), Oracle (A1 stable) and Qualcomm (unrated) -- together
represent $324 billion, or 71% of the multi-billionaire club's
$457 billion of cash balances.

Major technology companies continue to stockpile cash to create
financial flexibility and protect against business risks inherent
in the technology sector. High cash balances also allow companies
to take swift advantage of opportunities or challenges, says
Moody's

These hoards - and concentration among companies - will continue
to grow, says Moody's. The rating agency estimates that the top
ten cash holders represent 83% of aggregate cash, up from 74% at
the end of 2006. Moody's projects this concentration to exceed 85%
over the next three years.

In addition, overseas cash holdings are projected to double over
the next three years. Moody's sampled 22 rated and unrated US-
based technology companies that currently report the geographic
location of cash holdings, and found that $289 billion, or 70% of
their total cash is maintained overseas.

The report also notes that a compelling reason for technology
companies to keep cash abroad is the tax cost of repatriating the
funds, says Moody's, and acts as a disciplinary force that limits
huge dividend payments, share buybacks or credit weakening
acquisitions. It's unlikely this situation will change in the
current political cycle, says Moody's.


* Moody's Says Student Loan Default Rate Stable But High in 2012
----------------------------------------------------------------
The default rate of securitized private (non-guaranteed) student
loans will be stable but high in 2012, says Moody's Investors
Services in a new report, "Private (Non-Guaranteed) Student Loan
Defaults, Stable but High in First-Quarter 2012, Will Remain So."

According to Moody's Private Student Loan Indices, the default
rate index ended the first quarter of 2012 at 4.9%. Although the
index has been stable, hovering around 5% since mid-2010, it
remains roughly twice as high as it was prior to the recession.

"Defaults of private student loans, which the US government
doesn't guarantee, are going to remain stable but high because the
unemployment rate, the key credit driver of student loan defaults,
will be remaining in the 8%-9% range for the rest of 2012," says
Tracy Rice, a Moody's Assistant Vice President and Analyst.
"Default rates won't improve significantly until the unemployment
rate gets back close to its pre-recession levels, in 2015-2016."

The default rate for 2006 through 2010 securitizations remains
worse than that for older securitizations, says Moody's, because
they contain large concentrations of loans to students graduating
into a weak job market.

As for loan delinquencies, the 90-plus delinquency rate index was
down slightly in first-quarter 2012 from first-quarter 2011, at
2.5% from 2.7%. However, the improvement was not strong enough to
change Moody's forecast that 90-plus delinquencies will remain
close to current high levels for the rest of 2012.

Moody's Private Student Loan Indices track ten years of credit
performance data of 65 individual private student loan
securitizations that Moody's rates, representing $40 billion in
outstanding pool balance. The indices weigh each securitization
equally. Because private loan pools vary considerably in credit
performance, the indices provide a benchmark for relative
comparisons among issuers and individual transactions.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

July 14-17, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Aug. 2-4, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Md.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

November 1-3, 2012
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Westin Copley Place, Boston, Mass.
            Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

April 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

October 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., 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.


                  *** End of Transmission ***