TCR_Public/120719.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 19, 2012, Vol. 16, No. 199

                            Headlines

3POWER ENERGY: Incurs $10.3 Million Net Loss in Fiscal 2012
5042 HOLDINGS: Voluntary Chapter 11 Case Summary
ADVANTA CORP: Judge Revives Shareholder Class Suit
AMBAC FINANCIAL: Taps Mayer Brown as Special Litigation Counsel
AMBAC FINANCIAL: Committee Taps Tavakoli et al. as Consultants

AMSCAN HOLDINGS: Party City Shows Financials to Lenders
ASTORIA RETIREMENT: Case Summary & 2 Largest Unsecured Creditors
BEAU VIEW: To End Up in Ch. 7 if No MORS by July 27
BEAZER HOMES: Inks Underwriting Pacts for 22MM Shares & 4MM Units
BERWIND REALTY: Hires Special Counsel for PMC Avoidance Lawsuit

BETSEY JOHNSON: Has Final Order on Madden Cash Collateral
BETSEY JOHNSON: Files Schedules of Assets and Liabilities
BLAST ENERGY: McAfee and Berg Have Controlling Stake
BLUE BUFFALO: S&P Assigns Prelim 'B' Corporate Credit Rating
BLUE SPRINGS: Seeks Extension of Exclusivity Period to Nov. 16

CHARLIE'S MARATHON: Voluntary Chapter 11 Case Summary
CHETNAN KAPUR: ThinkStrategy Manager Arrested on Fraud Charges
CHILE MINING: Schwartz Levitsky Raises Going Concern Doubt
CHG PARTNERS: Case Summary & 5 Largest Unsecured Creditors
CLARE OAKS: Proposes Evergreen-Led Auction for Campus

CLEAN BURN: To Present Amended Plan at Aug. 13 Hearing
CLEAN HARBOR: Senior Notes Upsize No Impact on Moody's 'Ba2' CFR
CLIFFS CLUB: Deadline for Plan Votes Fixed at Aug. 1
COLONIAL GOLF: Court Approves Asset Sale for $8.5 Million
CONVERTED ORGANICS: 198.6-Mil. Outstanding Shares as of July 16

CORDILLERA GOLF: Delaware Judge Moves Case to Colorado
CORDILLERA GOLF: Committee Calls DIP Loan Terms "Onerous"
CORDILLERA GOLF: Taps Foley & Lardner as Lead Bankruptcy Counsel
CORDILLERA GOLF: Committee to Retain Munsch Hardt as Counsel
CRYSTALLEX INTERNATIONAL: Incurs $62.4 Million Net Loss in 2011

DAVIS HEALTH: Moody's Cuts Bond Rating to 'Ba2'; Outlook Negative
DCB FINANCIAL: Had $159,000 Net Income in First Quarter
DIVERSINET CORP: Had $1.4 Million Loss in First Quarter
DOLPHIN DIGITAL: Incurs $840,800 Net Loss in June 30 Quarter
DOUBLE R: Case Summary & 7 Largest Unsecured Creditors

DRAGON BRIGHT: GHP Horwath Raises Going Concern Doubt
EASTMAN KODAK: Court Bars Former Employee's Suit Against Officer
EASTMAN KODAK: Judge Denies Shareholders Committee
EASTMAN KODAK: Harding Poorman Wants Decision on Contract
EASTMAN KODAK: Retirees Propose Haskell as Counsel

EASTMAN KODAK: Retirees Propose Arent Fox as Co-Counsel
EASTMAN KODAK: Retirees Tap Segal Co. as Actuarial Consultant
EDGEN MURRAY: Moody's Raises Corp. Family Rating to 'Caa1'
EDISON MISSION: Board Limits Number of Directors to Seven
EL CENTRO MOTORS: Court Approves Financing Deal With Ford Credit

EL CENTRO MOTORS: Can Hire Levene Neale as Lead Bankruptcy Counsel
EL CENTRO MOTORS: Wants to Hire Rogers Clem & Co. as Accountants
EMPRESAS INTEREX: Nears DIP Financing, Wants Exclusivity Extension
ENDEAVOUR INT'L: S&P Assigns 'B-' CCR; Rates 1st Lien Notes 'CCC'
ENDURANCE INT'L: S&P Keeps B/CCC+ Ratings on $275MM Upsized Loans

EXTENDICARE REAL: Moody's Withdraws 'B1' Corp. Family Rating
FIBERTOWER CORP: Plan Wipes Out Unsecureds, Shareholders
FIBERTOWER CORP: Case Summary & 30 Largest Unsecured Creditors
GEO POINT: Hansen Barnett Raises Going Concern Doubt
GILCHRIST ENTERPRISES: Case Summary & 2 Largest Unsec Creditors

HARLAND CLARKE: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg
HOTI ENTERPRISES: Lender's Reorganization Plan Declared Effective
INDIANAPOLIS DOWNS: Wins Court OK to Settle $50MM Contract Claims
INVESTORS LENDING: Committee to File Competing Plan
J2 GLOBAL: S&P Gives 'BB-' Corporate Credit Rating; Outlook Stable

JEDD LLC: Files Schedules of Assets and Liabilities
LANDMARK FUND: Case Summary & 13 Largest Unsecured Creditors
LAUREATE EDUCATION: Moody's Affirms B2 CFR, Rates Sr. Notes Caa1
LAUREATE EDUCATION: S&P Rates $300M Senior Unsecured Notes 'CCC+'
LEAGUE NOW: Sells $53,000 Promissory Note to Asher Enterprises

LEED CORP: Hopes to Confirm Plan After Settlement Reached
LENNAR CORP: Fitch Rates Proposed $300MM Senior Notes 'BB+'
LENNAR CORP: Moody's Rates $300MM Sr. Unsecured Note Offering 'B2'
LENNAR CORP: S&P Rates Proposed $300MM Senior Notes 'B+'
LEVI STRAUSS: Directors L. Level and R. Haas Ready Retirement

LIGHTSQUARED INC: Wins Interim OK on $51 Mil. DIP Plan, CEO Deal
LINN ENERGY: Moody's Affirms 'B1' Corp. Family Rating; Outlook Neg
MAVERICK PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
MF GLOBAL: SIPA Trustee Inks Settlement With MF Canada
MF GLOBAL: SIPA Trustee Wins OK to Sell Chicago Assets

MF GLOBAL: Chapter 11 Trustee Can Hire GCG as Admin. Agent
MF GLOBAL: Committee Wins OK for Proskauer as Counsel
MF GLOBAL: Committee Can Retain Rust as Administrative Agent
MOHEGAN TRIBAL: Files Statistical Report for Mohegan Sun
MONTANA ELECTRIC: Meddled With Contracts, City Says

MORGAN'S FOODS: JCP Investment Hikes Ownership to 14.1%
MOSS FAMILY: Case Summary & 2 Largest Unsecured Creditors
MY SACRED HOME: Case Summary & 20 Largest Unsecured Creditors
NANODYNAMICS INC: Lawsuit v. Shareholder Survives Dismissal Bid
NORTH KANSAS: Case Summary & 16 Largest Unsecured Creditors

OMEGA NAVIGATION: Cash Collateral Hearing Continued Until Aug. 6
PALM BEACH: Voluntary Chapter 11 Case Summary
PEREGRINE FINANCIAL: CEO Used Stolen Funds to Pad Capital
PEREGRINE PHARMACEUTICALS: E&Y Raises Going Concern Doubt
PETER DEHAAN: Wants to Employ Sussman Shank as Attorney

RADIENT PHARMACEUTICALS: Signs License Agreement with GCDx
REMEDENT INC: PKF Raises Going Concern Doubt
RITZ CAMERA: Taps Cole Schotz as Bankruptcy Counsel
RITZ CAMERA: Wants Marc Weinsweig as Chief Restructuring Officer
RITZ CAMERA: U.S. Trustee Appoints Seven-Member Committee

RITZ CAMERA: Wants to Extend Schedules Filing Deadline to Aug. 22
RITZ CAMERA: Judge Approves Amended $20 Million DIP Loan
ROSETTA GENOMICS: License Agreement with Avatao Ends July 12
S.TWO CORP: Case Summary & 20 Largest Unsecured Creditors
SAN BERNARDINO, CA: Postpones Fiscal Emergency Vote

SELECT TREE: To Make Adequate Protection Payments to Creditor
SELECT TREE: Wants Exclusive Filing Period Extended to Nov. 2
SELECT TREE: Agrees With Lenders on Collection of Receivables
SHARPER IMAGE: TSIC Wants Chapter 11 Case Dismissed
SOUPMAN INC: Incurs $1.2 Million Net Loss in May 31 Quarter

SOUTHERN PRODUCTS: Delays May 31 Quarterly Report
SOUTHERN WIND: Case Summary & Largest Unsecured Creditor
SYMS CORP: Court Extends Plan Filing Deadline to Aug. 29
T3 MOTION: Obtains $275,000 Bridge Loan from JMJ Financial
TARGETED MEDICAL: Restates 2011 and 2010 Annual Reports

THERMOENERGY CORP: Sells 17.3 Million Shares for $1.7 Million
THORNBURG MORTGAGE: Objection to Case Trustee's Fees Bid Extended
TOWERS CONDOMINIUM: Voluntary Chapter 11 Case Summary
TOWN CENTER: District Creditor Plan Wins Court Approval
TOWN CENTER: Landmark at Doral OK'd to Acquire Assets for $67.5MM

TRAINOR GLASS: Cash Collateral Access Extended to October 5
UNIVERSITY GENERAL: Units Ink Settlement Agreement with Regions
VOICESERVE INC: Michael Studer Raises Going Concern Doubt
VS FOX: Files Schedules of Assets and Liabilities
VS FOX: Amends List of Creditors Holding 8 Largest Claims

WAGSTAFF PROPERTIES: Court OKs Additional Tasks for Newmark Grubb
WATERLOO GARDENS: Meeting to Form Panel Set on July 26
WEGENER CORP: Delays June 1 Quarterly Report
WYLDFIRE ENERGY: Hires Ron L. Yandell as Counsel
WYLDFIRE ENERGY: Schedules and Statement Due July 19

YRC WORLDWIDE: S&P Rates $400M Senior Secured Debt 'B-'
ZOGENIX INC: FDA Accepts for Review Zohyro New Drug Application

* Moody's Says Supreme Court Ruling to Impact Healthcare Sector

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

3POWER ENERGY: Incurs $10.3 Million Net Loss in Fiscal 2012
-----------------------------------------------------------
3Power Energy Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $10.28 million on $20,501 of sales for the year ended
March 31, 2012, compared with a net loss of $52,505 on $5.10
million of sales during the prior fiscal year.

The Company's balance sheet at March 31, 2012, showed $48,992 in
total assets, $6.46 million in total liabilities, $608 in non-
controlling interest and a $6.41 million total deficit.

RSBM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the fiscal year ended
March 31, 2012, citing that the Company has experienced
significant losses from operations and has negative working
capital which raise substantial doubt about its ability to
continue as a going concern.

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

                       http://is.gd/uNHH4G

                       About 3Power Energy

3Power Energy Group Inc. was incorporated in Nevada in December
2002.  On March 30, 2011, the Company changed its name from Prime
Sun Power Inc. to 3Power Energy and increased its authorized share
capital to 300,000,000 shares.  The Company plans to pursue a
business model producing renewable generated electrical power and
other alternative energies.

On May 13, 2011, the Company acquired 100% of the issued and
outstanding common stock of Seawind Energy Limited, in exchange
for the issuance of 40,000,000 restricted shares of the Company's
common stock.  The acquisition was accounted for as a reverse
merger and, accordingly, the Company is the legal survivor and
Seawind Energy is the accounting survivor.


5042 HOLDINGS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 5042 Holdings, Limited
        dba The Country Inn at Berkeley Springs
        The Country Inn at Berkeley Springs
        110 S. Washington Street
        Berkeley Springs, WV 25411

Bankruptcy Case No.: 12-00984

Chapter 11 Petition Date: July 17, 2012

Court: United States Bankruptcy Court
       Northern District of West Virginia (Martinsburg)

Judge: Patrick M. Flatley

Debtor's Counsel: Robert W. Trumble, Esq.
                  MCNEER HIGHLAND MCMUNN & VARNER, L.C.
                  275 Aikens Center
                  Post Office Box 2509
                  Martinsburg, WV 25402
                  Tel: (304) 264-4621
                  Fax: (304) 264-8623
                  E-mail: trumble275@aol.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 Nancy M. Sostaric, president.


ADVANTA CORP: Judge Revives Shareholder Class Suit
--------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that U.S. District
Judge Cynthia M. Rufe on Monday breathed new life into a class
action accusing directors of Advanta Corp. and its outside auditor
KPMG LLP of hiding the company's bleak finances from investors,
reviving an amended suit that had largely been nixed in September.

In an opinion issued Monday, Judge Rufe refused to toss
allegations that Advanta and KPMG misstated the company's loan
loss reserves in the run-up to a $500 million unsecured debt
offering in 2009, Bankruptcy Law360 says.

                        About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- issues business
purpose credit cards to small businesses and business
professionals in the United States. Advanta primarily funds and
operates its business credit card business through Advanta Bank
Corp., which offers a range of deposit products that are insured
by the Federal Deposit Insurance Corporation.

In June 2009, the FDIC placed significant restrictions on the
activities and operations of Advanta Bank, as the Bank's capital
ratios were below required regulatory levels.

On Nov. 8, 2009, Advanta Corp. sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 09-13931).  Attorneys at Weil,
Gotshal & Manges LLP, and Richards, Layton & Finger, P.A., serve
as the Debtor's bankruptcy counsel. Alvarez & Marsal is the
financial advisor.  The Garden City Group, Inc., is the claims
agent. The filing did not include Advanta Bank. The petition said
that Advanta Corp.'s assets totaled $363,000,000 while debts
totaled $331,000,000 as of September 30, 2009.

As reported in the TCR on Feb. 15, 2011, Advanta Corp. obtained an
order from Bankruptcy Judge Kevin Carey confirming its Chapter 11
plan.  The Plan was unanimously approved by seven of the 11
creditor classes.


AMBAC FINANCIAL: Taps Mayer Brown as Special Litigation Counsel
---------------------------------------------------------------
Ambac Financial Group, Inc. won bankruptcy court approval to
employ Mayer Brown LLP as its special litigation counsel nunc pro
tunc to April 12, 2012.

Since 2008 and through the Debtor's bankruptcy proceedings,
Richard Spitzer, Esq., formerly associated with Dewey & LeBoeuf
LLP, acted as corporate and disclosure counsel to the Debtor.  He
resigned from D&L and became a partner in the corporate
department at Mayer Brown.

The Debtor asserts that the continued employment of Mr. Spitzer
is necessary to assist it in complying with its corporate
obligations.

As special counsel, Mayer Brown will:

  -- advise the Debtor in connection with the legal requirements
     of all corporate laws;

  -- assist the Debtor with the preparation of disclosures
     required to be made under state and federal laws; and

  -- perform any other necessary corporate and disclosure-related
     legal services required by the Debtor.

The Debtor will pay for the services of Mr. Spitzer and other
Mayer Brown professionals that will provide necessary additional
services.  Mr. Spitzer's hourly rate is $775.  The hourly rate
for Mayer Brown associates is from $360 to $680, while for Mayer
Brown partners is from $675 to $1,125.

Mr. Spitzer assures the Court that Mayer Brown does not represent
any party in matters adverse to the Debtor and its related
Chapter 11 case, and is thus "disinterested" as such term is
defined under Section 101(14) of the Bankruptcy Code.

                       About Ambac Financial

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

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

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

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

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

Ambac has employed Hogan Lovells US LLP as bankruptcy counsel,
replacing Dewey & LeBoeuf LLP, which has dissolved and sought
bankruptcy protection.  Ambac's lead counsel, Peter A. Ivanick,
Esq., joined Hogan Lovells from Dewey.

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

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

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

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


AMBAC FINANCIAL: Committee Taps Tavakoli et al. as Consultants
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Ambac Financial
Group Inc.'s Chapter 11 cases seeks the Court's authority to
retain Nader Tavakoli, Victor Mandel and Jeffrey S. Stein as
consultants.

Ambac Financial Group, Inc.'s confirmed Fifth Amended Plan of
Reorganization provides that on the effective date, the term of
the current members of the Debtor's board of directors will
expire and the new board of the Reorganized Debtor will consist
of the Reorganized Debtor's Chief Executive Officer and four
additional directors to serve on an interim basis before an
election of new directors by shareholders.  The Creditors
Committee has the right to appoint three of the Interim Directors
and an informal group of certain unaffiliated holders of Senior
Notes has the right to appoint one of the Interim Directors.

The Committee and the Informal Group chose the "Consultants" to
be three of the four Interim Directors.  The fourth Interim
Director, Charles Lemonides, currently represents ValueWorks,
LLC, a member of the Committee.

Mr. Tavakoli is the chairman and chief executive officer of
EagleRock Capital Management, a private investment partnership
based in New York City.  Mr. Mandel is the founding partner of
Criterion Advisors LLC, an investment advisory firm focused on
corporate governance-led activist investment situations.  Mr.
Stein is the founder and managing partner of Stein Advisors LLC,
an advisory firm that provides consulting services to
institutional investors.

To promote an efficient transition between the Current Board and
the New Board, the Debtor has proposed to the Committee and the
Consultants that for period between the Plan Confirmation Date
and the Plan Effective Date, the Debtor will (i) grant the
Consultants access to certain Company information, (ii)
facilitate meetings between the Consultants and the officers of
the Company or the Management, (iii) provide the Consultants with
advance copies of proposed agendas and related materials for all
board meetings, (iv) permit the Consultants to meet and conduct
discussions with members of the Current Board, and (v) allow the
Consultants to advise the Committee and its professionals
regarding the information the Consultants learn in their
observations and interactions with Management and the Current
Board.  The Consultants will be bound by the terms of a
confidentiality agreement dated July 12, 2012, for all
information exchanged.

The Committee anticipates that the Consultants will, to the
extent agreed by the parties, provide these services pursuant to
a Consultant Agreement:

  (a) review and analyze the Debtor's business, assets,
      liabilities, operations, cash flows, properties, financial
      condition and prospects of the Debtor operations, and
      strategic issues at a level customary for members of the
      Current Board;

  (b) attend, either in person or telephonically and subject to
      the Consultants' scheduling conflicts, an initial
      orientation session and additional informational sessions
      with the Management from time to time as necessary to
      address in greater detail business areas or issues that are
      important to a board-level understanding of the Debtor;

  (c) review select materials (with the exception of governance
      and other privileged materials) provided to the Current
      Board or its committees in connection with Board and its
      committees meetings including, without limitation, agendas
      for such meetings;

  (d) subject to their respective availability, attend the
      Debtor's regularly scheduled meetings of the Board on
      August 7, November 6 and December 11, to meet and discuss
      business and other Debtor issues with the Current Board,
      solicit the Current Board's views on such issues, and
      offer advice to the Current Board;

  (e) attend additional informal meetings with members of the
      Current Board as may be arranged by agreement of the
      Consultants and the Debtor to promote an orderly emergence
      from bankruptcy and transition to the New Board; and

  (f) advise the Committee on information learned during their
      observations and interactions with Management and the
      Current Board, including, without limitation, information
      regarding the Debtor's strategic relationship
      opportunities, acquisition opportunities and financing
      alternatives.

In consideration for the Services, the Committee seeks authority
for the Debtor to:

  -- pay the Consultants a fee of $22,500 per calendar quarter
     (pro rated for partial quarters); and

  -- promptly reimburse the Consultants for all reasonable, out-
     of-pocket expenses incurred by the Consultants.

The Consultant Agreement provides for customary indemnification
provisions for the Consultants by the Debtor.

Each of the Consultants certifies, solely with respect to
himself, that, to the best of his knowledge, he (i) has no
outstanding agreement, obligation or interest that would result
in his holding or representing an adverse interest to the
Debtor's estate; (ii) is not owed any prepetition amounts from
the Debtor, and (iii) believes he is a "disinterested person" as
defined under Section 101(14) of the Bankruptcy Code.

                       About Ambac Financial

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

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

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

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

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

Ambac has employed Hogan Lovells US LLP as bankruptcy counsel,
replacing Dewey & LeBoeuf LLP, which has dissolved and sought
bankruptcy protection.  Ambac's lead counsel, Peter A. Ivanick,
Esq., joined Hogan Lovells from Dewey.

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

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

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

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


AMSCAN HOLDINGS: Party City Shows Financials to Lenders
-------------------------------------------------------
Amscan Holdings, Inc., disclosed certain information of its
parent, Party City Holdings Inc., to prospective debt financing
sources that are expected to provide a portion of the financing
for the proposed transactions contemplated Agreement and Plan of
Merger, dated as of June 4, 2012, by and among Parent, PC Merger
Sub, Inc., PC Topco Holdings, Inc., and The Stockholders'
Representatives party thereto, including, without limitation, the
Company's proposed redemption of any and all of its outstanding
8.75% Senior Subordinated Notes due 2014 pursuant to a cash tender
offer announced on July 13, 2012.

Party City's balance sheet as of March 31, 2012, showed $3.13
billion in total assets, $2.22 billion in total liabilities and
$911.88 million in total stockholders' equity.  Party City
reported net income of $32.97 million on $1.87 billion of total
revenues for the year ended Dec. 31, 2011.

A copy of the Report is available for free at http://is.gd/OVz9kO

                       About Amscan Holdings

Based in Road Elmsford, New York, Amscan Holdings, Inc., designs,
manufactures, contracts for manufacture, and distributes party
goods, including paper and plastic tableware, metallic balloons,
accessories, novelties, gifts and stationery.  The Company also
operates retail party goods and social expressions supply stores
in the United States under the names Party City, Party America,
The Paper Factory, Halloween USA and Factory Card & Party Outlet,
and franchises both individual stores and franchise areas
throughout the United States and Puerto Rico principally under the
names Party City and Party America.  The Company is a wholly owned
subsidiary of AAH Holdings Corporation.

The Company's balance sheet at March 31, 2012, showed
$1.73 billion in total assets, $1.36 billion in total liabilities,
$52.45 million in redeemable common securities, and
$316.16 million in total stockholders' equity.

                           *     *     *

Amscan Holdings carries Moody's Investors Service's 'B2'
Corporate Family and Probability of Default Ratings.

In the April 19, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Elmsford,
N.Y.-based Amscan Holdings Inc. to 'B+' from 'B'.

"The upgrade reflects our belief that Amscan's credit measures
have improved and will remain indicative of those for an
'aggressive' financial risk profile.  We anticipate that credit
measures will improve modestly through fiscal year-end 2012,
through acquisition-related synergies and EBITDA expansion during
the next year," said Standard & Poor's credit analyst Stephanie
Harter.


ASTORIA RETIREMENT: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Astoria Retirement Center Inc.
        8417 Berverly Boulevard, Suite 205
        Los Angeles, CA 90048

Bankruptcy Case No.: 12-34112

Chapter 11 Petition Date: July 12, 2012

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

Judge: Sandra R. Klein

Debtor's Counsel: Gary S. Saunders, Esq.
                  SAUNDERS LAW GROUP
                  1891 California Avenue, Suite 102
                  Corona, CA 92881
                  Tel: (951) 272-9114
                  Fax: (951) 270-5251
                  E-mail: alexandra@saunderslawgroup.net

Scheduled Assets: $3,500,000

Scheduled Liabilities: $1,695,749

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/cacb12-34112.pdf

The petition was signed by Sanford Deutsch, president.


BEAU VIEW: To End Up in Ch. 7 if No MORS by July 27
---------------------------------------------------
The Hon. Katharine M. Samson of the U.S. Bankruptcy Court for the
Southern District of Mississippi has entered an agreed order
wherein Beau View of Biloxi, LLC, is required to file with the
Court and submit to the U.S. Trustee by July 27, 2012, all
delinquent Monthly Operating Reports.

The Debtor reached an agreement with Henry G. Hobbs, Jr., Acting
United States Trustee for Region 5, to convert its Chapter 11 case
to a Chapter 7 proceeding if it fails to file with the Court and
submit to the U.S. Trustee all delinquent and future Monthly
Operating Reports until the case is closed, converted or
dismissed.

Mr. Hobbs filed a motion asking the Court to covert or dismiss the
Debtor's bankruptcy case, saying that the Debtor has filed no
Monthly Operating Reports since the petition date.

                   About Beau View of Biloxi

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


BEAZER HOMES: Inks Underwriting Pacts for 22MM Shares & 4MM Units
-----------------------------------------------------------------
Beazer Homes USA, Inc., entered into (i) an agreement among the
Company and Credit Suisse Securities (USA) LLC, Goldman, Sachs &
Co., Deutsche Bank Securities Inc., UBS Securities LLC, KKR
Capital Markets LLC and Moelis & Company LLC, as underwriters
pursuant to which the Company agreed to sell and the Underwriters
agreed to purchase from the Company, 22,000,000 shares of the
Company's common stock, par value $.001 per share, and (ii) an
agreement among the parties pursuant to which the Company agreed
to sell and the Underwriters agreed to purchase from the Company,
4,000,000 of its 7.50% tangible equity units.

Each Unit is comprised of a prepaid stock purchase contract and a
senior amortizing note due July 15, 2015, issued by the Company,
which has an initial principal amount of $5.1086 per Amortizing
Note and a scheduled final installment payment date of July 15,
2015.  The Company issued the Units under a Purchase Contract
Agreement, dated July 16, 2012, between the Company and U.S. Bank
National Association, as trustee under the Supplemental Indenture
and purchase contract agent.  Unless settled earlier, on July 15,
2015, each Purchase Contract will automatically settle and the
Company will deliver a number of shares of Common Stock based on
the applicable market value, which is the average of the daily
closing prices of the Common Stock on each of the 20 consecutive
trading days ending on, and including, the third trading day
immediately preceding July 15, 2015, as follows:

   * if the applicable market value equals or exceeds $3.55,
     holders will receive 7.0373 shares per Purchase Contract;

   * if the applicable market value is greater than $2.90 but less
     than $3.55, holders will receive a number of shares having a
     value, based on the applicable market value, equal to $25;
     and

   * if the applicable market value is less than or equal to
     $2.90, holders will receive 8.6207 shares per Purchase
     Contract.

At any time prior to the third trading day immediately preceding
July 15, 2015, the holder of a Purchase Contract may settle its
purchase contract early, and the Company will deliver 7.0373
shares of Common Stock, subject to adjustment.  In addition, if a
fundamental change occurs and the Purchase Contract holder elects
to settle its Purchase Contract early in connection with that
fundamental change, that holder will receive a number of shares of
Common Stock based on the fundamental change early settlement
rate.  The Company may elect to settle all outstanding Purchase
Contracts prior to the July 15, 2015, settlement date at the early
mandatory settlement rate, upon a date fixed by the Company upon
not less than five or more than 30 business days' notice.  Except
for cash in lieu of fractional shares, the Purchase Contract
holders will not receive any cash distributions under the Purchase
Contracts.

The Amortizing Notes were issued under an Indenture, dated
April 17, 2002, as supplemented by the Sixteenth Supplemental
Indenture, dated as of July 16, 2012, each between the Company and
U.S. Bank National Association, as trustee.  The Amortizing Notes
will pay the holders equal quarterly installments of $0.4688 per
Amortizing Note (or in the case of the installment payment due on
October 15, 2012, $0.4635), which in the aggregate will be
equivalent to a 7.50% cash payment per year with respect to each
$25 stated amount of Units.  The Amortizing Notes will be the
Company's unsecured senior obligations and will rank equally with
all of its other unsecured senior indebtedness.  If the Company
elects to settle the Purchase Contracts early, holders of the
Amortizing Notes will have the right to require the Company to
repurchase such holders' Amortizing Notes, except in certain
circumstances as described in the Purchase Contract Agreement.

Each Unit may be separated into its constituent Purchase Contract
and Amortizing Note after the initial issuance date of the Units,
and the separate components may be combined to create a Unit.

Copies of the Underwriting Agreements are available at:

                        http://is.gd/LLXJQQ
                        http://is.gd/JR37fv

                         About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at Dec. 31, 2011, showed $1.87 billion
in total assets, $1.67 billion in total liabilities, and
$200.38 million in total stockholders' equity.

                            *     *     *

Beazer carries (i) a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's, (ii) 'Caa2' probability of
default and corporate family ratings from Moody's, and
(iii) 'CCC' issuer default rating from Fitch Ratings.

Fitch said in September 2011 that the downgrade from 'B-' to 'CCC'
reflects Fitch's belief new housing activity will remain weak
through at least 2012 and the company's liquidity position is
likely to erode in the next 18 months.  In July 2012, Fitch said
that while it expects better prospects for the housing industry
this year, there are still significant challenges facing the
housing market, which are likely to meaningfully moderate the
early stages of this recovery.

Moody's said in July 2012 that the 'Caa2' CFR reflects Moody's
expectation that Beazer's operating and financial performance,
while improving, will remain weak through fiscal 2013.
Moody's expects that Beazer's cash flow generation will continue
to be weak in fiscal 2012 and 2013.

"Our current rating outlook on Beazer is negative. We would
consider a downgrade if the company's EBITDA growth fails to meet
our expectations or if the downturn in the housing market lingers
longer than we expect and unit volume remains depressed," S&P
said in July 2012.


BERWIND REALTY: Hires Special Counsel for PMC Avoidance Lawsuit
---------------------------------------------------------------
Berwind Realty, LLC, asks for permission from the U.S. Bankruptcy
Court to employ Fuentes Law Offices as special counsel.

On March 2, 2012, Noreen Wiscovitch Rentas, Esq., the Chapter 7
Trustee appointed in the case of PMC Marketing Corp. (Case No.
09-2048), filed 124 complaints of avoidable actions.  One of those
complaints is adversary number 12-00062 filed by Ms. Rentas
against Berwind Realty.

The Debtor's court-appointed counsel is unable to represent the
Debtor in the adversary proceedings since he acted as counsel for
PMC's Chapter 11 proceedings prior to the conversion of that case
to Chapter 7.

Fuentes Law Offices agreed to represent the Debtor on the basis of
a $1,987 retainer, which is the remainder of a $5,000 non-fundable
retainer that was previously advanced by the Debtor and its
shareholders on or before April 28, 2009, against which Fuentes
will bill on the basis of $200 per hour.

Alexis Fuentes-Hernandez, Esq. -- alex@fuentes-law.com -- attests
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                      About Berwind Realty

Berwind Realty, LLC, filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 12-02701) in Old San Juan, Puerto Rico, on April 5, 2012.
Berwind Realty, a real estate firm, scheduled assets of
$53.8 million and liabilities of $58.1 million.  Saleh Yassin
signed the petition as president.  Charles A. Cuprill, PSC Law
Offices, serves as bankruptcy counsel.


BETSEY JOHNSON: Has Final Order on Madden Cash Collateral
---------------------------------------------------------
The U.S. Bankruptcy Court has issued a final order authorizing
Betsey Johnson LLC to use cash collateral of Steven Madden, Ltd.,
to fund an orderly wind-down and liquidation of the business and
assets.

The Court previously issued interim orders on April 30 and May 10,
2012.

Prepetition, First Niagara Commercial Finance, Inc. and Steven
Madden made loans and advances to the Debtor.  First Niagara is
owed not less than $2,109,339.  Steven Madden is owed not less
than $3,395,046 on a promissory note.

A cash collateral budget attached to the Debtor's motion outlines
the estimated sales and permitted expenses for the four months
ended July 15, 2012.

The Court authorized the Debtor to grant adequate protection to
Steven Madden in the form of replacement security interests and
liens in all of the Debtor's postpetition assets and property and
proceeds.

                          About Betsey Johnson

New York-based women's fashion retailer Betsey Johnson LLC filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732)
on April 26, 2012, to effectuate a sale of its assets.

Formed as B.J. Vines by its namesake, iconic fashion designer
Betsey Johnson in 1978, the Debtor sells clothing, footwear,
handbags and a signature fragrance through 63 Betsey Johnson
retail stores and outlets in the U.S.  The Company, which has 400
employees, also sells its products in department and specialty
stores worldwide, including Macy's and Lord & Taylor, and online
at http://www.betseyjohnson.com/ Non-debtor subsidiaries operate
five stores in Canada and one store in England.

In 2010, Steven Madden Ltd. a footwear designer and marketer,
swapped US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$50 million term loan
used to finance the business' acquisition by Castanea Partners.
At the same time, Castanea, the company's majority owner, made a
new capital investment of US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  The Debtor tapped the law
firm of Goulston & Storrs, as counsel; Togut, Segal & Segal, LLP,
as co-counsel; and Donlin Recano & Company as claims and notice
agent.  The petition was signed by Jonathan Friedman, chief
financial officer.

Hahn & Hessen LLP serves as the Official Committee of Unsecured
Creditors' counsel.

In May 2012, Betsey Johnson received court approval to begin
liquidation after the Debtor failed to attract going concern
bidders.  Liquidators Gordon Brothers Group Inc. and Hilco
Merchant Resources LLC offered the top bid for the right to run
the chain's going-out-of-business sales.  The bid will bring the
Debtor about $5.2 million immediately, and more money could
trickle in to pay off its debts if the liquidation effort brings
in more money than expected.

Hilco is represented by Chris L. Dickerson, Esq., at DLA Piper
LLP (US).  Counsel for Steven Madden, Ltd., is Neil Herman, Esq.,
at Morgan, Lewis & Bockius LLP.  Counsel for First Niagara
Commercial Finance, Inc., the DIP Lender, is James C. Fox, Esq.,
at Ruberto, Israel & Weiner.


BETSEY JOHNSON: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Betsey Johnson LLC has filed with the Bankruptcy Court for the
Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets          Liabilities
     ----------------            -----------       -----------
  A. Real Property               $10,791,362
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                 $5,508,084
  E. Creditors Holding
     Unsecured Priority
     Claims                                         $1,701,979
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                         $5,956,664
                                 -----------      -----------
        TOTAL                    $10,791,362       $13,166,727

A full text copy of the company's schedules of assets and
liabilities is available free at:

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

                         About Betsey Johnson

New York-based women's fashion retailer Betsey Johnson LLC filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732)
on April 26, 2012, to effectuate a sale of its assets.

Formed as B.J. Vines by its namesake, iconic fashion designer
Betsey Johnson in 1978, the Debtor sells clothing, footwear,
handbags and a signature fragrance through 63 Betsey Johnson
retail stores and outlets in the U.S.  The Company, which has 400
employees, also sells its products in department and specialty
stores worldwide, including Macy's and Lord & Taylor, and online
at http://www.betseyjohnson.com/ Non-debtor subsidiaries operate
five stores in Canada and one store in England.

In 2010, Steven Madden Ltd. a footwear designer and marketer,
swapped US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$50 million term loan
used to finance the business' acquisition by Castanea Partners.
At the same time, Castanea, the company's majority owner, made a
new capital investment of US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  The Debtor tapped the law
firm of Goulston & Storrs, as counsel; Togut, Segal & Segal, LLP,
as co-counsel; and Donlin Recano & Company as claims and notice
agent.  The petition was signed by Jonathan Friedman, chief
financial officer.

Hahn & Hessen LLP serves as the Official Committee of Unsecured
Creditors' counsel.

In May 2012, Betsey Johnson received court approval to begin
liquidation after the Debtor failed to attract going concern
bidders.  Liquidators Gordon Brothers Group Inc. and Hilco
Merchant Resources LLC offered the top bid for the right to run
the chain's going-out-of-business sales.  The bid will bring the
Debtor about $5.2 million immediately, and more money could
trickle in to pay off its debts if the liquidation effort brings
in more money than expected.

Hilco is represented by Chris L. Dickerson, Esq., at DLA Piper
LLP (US).  Counsel for Steven Madden, Ltd., is Neil Herman, Esq.,
at Morgan, Lewis & Bockius LLP.  Counsel for First Niagara
Commercial Finance, Inc., the DIP Lender, is James C. Fox, Esq.,
at Ruberto, Israel & Weiner.


BLAST ENERGY: McAfee and Berg Have Controlling Stake
----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Eric A. McAfee disclosed that, as of June 27,
2012, he beneficially owns 94,954,184 shares of common stock of
Blast Energy Services, Inc., representing 52.1% of the shares
outstanding (when including the Company's outstanding Series A
Preferred Stock on a fully-diluted basis).

In a separate filing, Clyde Berg disclosed beneficial ownership of
100,501,086 shares of common stock or 55.2% equity stake as of
June 27, 2012.

Blast Energy previously entered into: (1) a Secured Promissory
Note Agreement, dated Feb. 27, 2008, as amended on Jan. 5, 2011,
with Berg McAfee Companies, LLC, which is owned 50% each by Mr.
McAfee and Clyde Berg in the aggregate principal amount of
$1,120,000; (2) a Promissory Note, dated May 19, 2011, with Clyde
Berg, an individual in the aggregate principal amount of $100,000;
and (3) a Debt Conversion Agreement with BMC and Berg.

On June 26, 2012, the Company provided BMC and Berg notice of its
intent to exercise its rights under the BMC Debt Conversion
Agreement.  On June 27, 2012, all amounts of principal and accrued
interest under the Notes, which totaled $1,636,253, were
extinguished in connection with the issuance of shares of common
stock in the Company as follows: $1,508,553 of principal and
interest was converted into 75,427,650 shares of common stock
under the BMC Note, and $127,700 of principal and interest was
converted into 6,385,000 shares of common stock under the Berg
Note, for a total of 81,812,650 shares of common stock.  The
shares were issued at a conversion price of $0.02 per share of
common stock as provided for in the Debt Conversion Agreement.

Copies of the amended Schedule 13D are available for free at:

                        http://is.gd/n9Bysf
                        http://is.gd/MXnYr9

                        About Blast Energy

Houston, Texas-based Blast Energy Services, Inc., is seeking to
become an independent oil and gas producer with additional revenue
potential from its applied fluid jetting technology.  The Company
plans to grow operations initially through the acquisition of oil
producing properties and then eventually, to acquire oil and gas
properties where its applied fluid jetting process could be used
to increase the field production volumes and value of the
properties in which it owns an interest.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, GBH CPAs, PC, in Houston, Texas,
expressed substantial doubt about Blast Energy Services' ability
to continue as a going concern.  The independent auditors noted
that Blast incurred a loss from continuing operations for 2011,
and has an accumulated deficit at Dec. 31, 2011.

The Company reported a net loss of $4.14 million for 2011,
compared with a net loss of $1.51 million for 2010.

The Company's balance sheet at March 31, 2012, showed $1.86
million in total assets, $3.98 million in total liabilities and a
$2.11 million total stockholders' deficit.


BLUE BUFFALO: S&P Assigns Prelim 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Wilton, Conn.-based Blue Buffalo Co.
Ltd., a manufacturer and marketer of pet food. The outlook is
stable.

"We also assigned our preliminary 'B+' issue-level ratings to Blue
Buffalo's $470 million senior secured credit facilities, which
consist of a $40 million revolving credit facility due 2017 and a
$430 million term loan B due 2019. The recovery rating on these
facilities is '2', indicating our expectation for substantial (70%
to 90%) recovery in the event of a payment default. We understand
that the company will use all of the gross proceeds from the
proposed term loan to fund a special dividend to its shareholders.
The ratings are subject to review upon receipt of final
documentation," S&P said.

"Pro forma for the proposed transaction, we estimate Blue Buffalo
will have about $430 million in total debt outstanding," S&P said.

"The ratings on Blue Buffalo reflect our view that the company's
financial risk profile is 'highly leveraged' and business risk
profile is 'vulnerable' under our criteria. Key credit factors in
our assessment of Blue Buffalo's business risk profile include its
narrow product focus; customer, supplier, and geographic
concentration; and the company's small size relative to its
financially stronger and larger competitors. We also considered
the benefits of Blue Buffalo's good market position and
participation in the faster growing natural segment of the U.S.
pet food industry, as well as the somewhat nondiscretionary and
recession resistant nature of pet food," S&P said.

"Blue Buffalo's highly leveraged financial risk profile reflects
the company's substantial increase in debt and aggressive
financial policy following its proposed debt-financed special
dividend to shareholders. Pro forma for this transaction, we
estimate the company's credit measures will be close to indicative
ratios for a 'highly leveraged' financial risk descriptor, which
includes a ratio of lease-adjusted total debt to EBITDA of over 5x
and a ratio of adjusted funds from operations (FFO) to total debt
of less than 12%," S&P said.

"We believe Blue Buffalo's liquidity is 'adequate,' with sources
of cash likely to exceed cash uses for the next 12 months," S&P
said.

"Our stable rating outlook on Blue Buffalo reflects our
expectation that the company will maintain adequate liquidity and
continue to improve operating performance over the near term,
while strengthening credit measures over the next year. We would
expect to maintain the rating if the company's adjusted leverage
remains in the 4x to 5x range, its ratio of FFO to debt is near
12%, and the covenant cushion remains at or above 15%," S&P said.


BLUE SPRINGS: Seeks Extension of Exclusivity Period to Nov. 16
--------------------------------------------------------------
Blue Springs Ford Sales, Inc., has asked the U.S. Bankruptcy Court
for an order extending its exclusive periods to file and solicit
acceptances of a Chapter 11 plan.  The Debtor requests that the
Exclusive Filing Period be extended by 120 days, through and
including Nov. 16, 2012; and the Exclusive Solicitation Period
extended 120 days, through and including Jan. 15, 2013.

                   About Blue Springs Ford

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

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

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


CHARLIE'S MARATHON: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Charlie's Marathon Holdings, LLC
        4001 South Dixie Drive
        Dayton, OH 45439

Bankruptcy Case No.: 12-33273

Chapter 11 Petition Date: July 12, 2012

Court: U.S. Bankruptcy Court
       Southern District of Ohio (Dayton)

Judge: Guy R. Humphrey

Debtor's Counsel: Donald F. Harker, III, Esq.
                  HARKER BAGGOTT & HALL
                  One First National Plaza, Suite 2103
                  Dayton, OH 45402
                  Tel: (937) 461-8800
                  Fax: (937) 461-8818
                  E-mail: dharkerlaw@gmail.com

Scheduled Assets: $494,050

Scheduled Liabilities: $1,148,093

The Company's list of its largest unsecured creditors does not
contain any entry.

The petition was signed by Charles E. Culp, sole member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Charlie's 76 Plaza, Inc.              12-30187            01/18/12


CHETNAN KAPUR: ThinkStrategy Manager Arrested on Fraud Charges
--------------------------------------------------------------
Chad Bray at Dow Jones' DBR Small Cap reports that a hedge-fund
manager who allegedly invested with convicted Ponzi-scheme
operators Samuel Israel III and Arthur Nadel has been himself been
charged with fraud, according to court documents made public.

Chetan Kapur, the sole managing principal of ThinkStrategy Capital
Management LLC, was arrested by Federal Bureau of Investigation
agents at John F. Kennedy International Airport Tuesday, FBI
spokesman Peter Donald said, according to The Wall Street Journal.

Mr. Kapur "deceived investors into purchasing shares in the
ThinkStrategy Capital Fund and ThinkStrategy Multi-Strategy Fund
through false and misleading statements and omissions,"
prosecutors alleged, according to Bloomberg News.

Bloomberg recounts that in November, the U.S. Securities and
Exchange Commission and Kapur agreed to settle claims that
ThinkStrategy deceived investors about its track record of
positive returns.

The SEC said ThinkStrategy invested with fraudulent funds
including Arthur Nadel's Valhalla and Victory funds and Samuel
Israel's Bayou Superfund.  Nadel, who pleaded guilty in 2010 to
defrauding investors of $168 million, died in April while serving
a 14-year prison sentence.  Israel, Bayou's co-founder, is serving
a 22-year prison term.

At its peak in 2008, ThinkStrategy managed about $520 million in
assets.  The company was formed by Mr. Kapur in November 2002.


CHILE MINING: Schwartz Levitsky Raises Going Concern Doubt
---------------------------------------------------------
Chile Mining Technologies Inc. filed on July 16, 2012, its annual
report on Form 10-K for the fiscal year ended March 31, 2012.

Schwartz Levitsky Feldman LLP, in Toronto, Ontario, Canada,
expressed substantial doubt about Chile Mining's ability to
continue as a going concern.  The independent auditors noted that
the continuance of the Company is dependent upon its ability to
obtain financing and upon future profitable operations from the
production of copper.

The Company reported a net loss of US$3.95 million on US$433,554
of sales in fiscal 2012, compared with a net loss of
US$7.25 million on US$188,227 of sales in fiscal 2011.

The Company's balance sheet at March 31, 2012, showed
US$5.92 million in total assets, US$7.37 million in total
liabilities, and a stockholders' deficit of US$1.45 million.

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

                       http://is.gd/A4N1Jn

Chile Mining Technologies Inc. is a mineral extraction company
based in the Republic of Chile, with copper as its principal "pay
metal."  Its founders, Messrs. Jorge Osvaldo Orellana Orellana and
Jorge Fernando Pizarro Arriagada, have refined the electrowin
process in a way that permits the electrowin process to be used at
a relatively small mine and/or tailings sites.  Electrowinning is
a process in which positive and negative electrodes are placed in
an acidic solution containing copper ions, and an electric current
passed through the solution causes the copper to be deposited on
the negative electrodes so that it can be collected.


CHG PARTNERS: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: CHG Partners, LLC
        737 Newark Avenue
        Jersey City, NJ 07306

Bankruptcy Case No.: 12-27433

Chapter 11 Petition Date: July 12, 2012

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

Judge: Rosemary Gambardella

Debtor's Counsel: Stephen Ravin, Esq.
                  FORMAN HOLT ELIADES RAVIN & YOUNGMAN LLC
                  80 Route 4 East
                  Paramus, NJ 07652
                  Tel: (201) 845-1000
                  E-mail: sravin@formanlaw.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 five largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/njb12-27433.pdf

The petition was signed by Dominick Marino, managing member.


CLARE OAKS: Proposes Evergreen-Led Auction for Campus
-----------------------------------------------------
Clare Oaks asks the U.S. Bankruptcy Court for the Northern
District of Illinois to approve procedures for the sale of
substantially all its assets.  The Debtor intends to sell its
Clare Oaks Campus to ER Propco Co, LLC aka Evergreen for
$16,000,000, subject to higher and better offers.

The material terms of the Stalking Horse APA, includes:

   Seller:                   Clare Oaks

   Buyer:                    Evergreen

   Purchase Price:           $16,000,000

   Deposit:                  As an inducement for the Seller to
                             enter into this Agreement, Buyer has
                             deposited $1,600,000 with Chicago
                             Title Insurance Company pursuant to
                             an escrow agreement entered into
                             between Buyer and the Sellers.

The Debtor proposes to provide certain bid protections to
Evergreen, the proposed stalking horse bidder, including a break-
up fee of $500,000 and an expense reimbursement of up to $200,000.

A hearing on the proposed sale process is scheduled for July 24 at
10 a.m.

The Debtor relates that pursuant to the terms and conditions of
that certain Senior Secured Super-Priority Debtor-in-Possession
Loan Agreement, dated Dec. 22, 2011, with Senior Care Development,
LLC, and as subsequently amended, the Debtor is required to sell
the Clare Oaks Campus in accordance with this schedule:

   -- by July 26, obtain from the Bankruptcy Court entry of an
order approving bid procedures;

   -- by Aug. 21, conduct an auction for the purchase of all
or substantially all of the Debtor's assets;

   -- by Aug. 23, obtain from the Bankruptcy Court entry of
an order approving the Sale; and

   -- by Sept. 30, close the sale of the Clare Oaks Campus.

                         About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel.  North Shores Consulting serves as
the Debtor's operations consultant.  Continuum Development
Services and Alvarez & Marsal Healthcare Industry Group LLC serve
as advisors.  Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer.  Sheila King Marketing + Public Relations
serves as communications advisors.  CliftonLarsonAllen is the
Debtor's accountants.  B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor.  In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts.  The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


CLEAN BURN: To Present Amended Plan at Aug. 13 Hearing
------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina continued until Aug. 13, 2012, at 10:00 a.m., the hearing
to consider the confirmation of Clean Burn Fuels LLC's Chapter 11
plan.

The Debtor filed its proposed Plan of Reorganization in December
2011, which provides for the liquidation of the estate and
distribution in accordance with the priorities of the Bankruptcy
Code.

Subsequently, the Court appointed Sara A. Conti as Chapter 11
trustee for the Debtor.  The trustee adopted the liquidation plan.

Objections to the Plan have been filed by the Official Committee
of Unsecured Creditors, creditors Perdue BioEnergy, LLC, and North
Carolina Department of Revenue, and Bankruptcy Administrator
Michael D. West.

After considering the evidence presented and the arguments of
counsel at the June 4 hearing, the Court continued the hearing to
afford the Chapter 11 Trustee more time to file an amended plan to
include proposed modifications offered by the Chapter 11 Trustee
at the hearing in response to the plan objections.

                           Amended Plan

The Amended Plan, filed June 10, 2012, provides that:

  (a) the secured claim of Cape Fear Farm Credit, ACA, in the
      amount of $66.5 million will be treated in accordance with a
      court-approved settlement.  Under the settlement, (i) Cape
      Fear was granted stay relief to foreclose on the Debtor's
      ethanol plant, and (ii) Cape Fear will have an allowed
      unsecured claim for the deficiency in the amount of
      $30 million.  The claim is impaired.

  (b) Other secured claimants will have secured claims to the
      extent of the value of their interests in any funds owed to
      the Debtor, plus post-petition interest. They will have
      unsecured claims in the event of any deficiency.

  (c) Holders of allowed unsecured claims will be paid in cash, in
      full or pro rata depending upon the amount of available
      cash, after payment in full of all allowed administrative
      claims, priority tax claims, priority unsecured claims and
      secured claims.

  (d) The existing equity interests will be terminated and holders
      of equity interests will receive no distribution unless and
      until all allowed claims are paid in full, plus interest.

A copy of the Plan is available at:

       http://bankrupt.com/misc/Clean_Burn_Plan_061012.pdf

                      About Clean Burn Fuels

Founded in 2005, Clean Burn Fuels LLC is the first company to
produce ethanol in North Carolina.  It completed the construction
of its ethanol plant in August 2010 and started producing and
selling ethanol and dried distillers grains with solubles (DDGS)
shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr.
M.D.N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen,
Esq., at Northen Blue, L.L.P., in Chapel Hill, N.C., represents
the Debtor.  Anderson Bauman Tourtellot Vos & Co. serves as
financial consultant and chief restructuring officer.  Smith,
Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP serves as
special counsel to assist the Debtor in its state court litigation
matters, including various lawsuits pending in Hoke County, North
Carolina.  The Debtor disclosed $79,516,062 in assets and
$79,218,681 in liabilities as of the Chapter 11 filing.

Sara A. Conti, Chapter 11 trustee for the Debtor, tapped Northen
Blue as special counsel.

Charles M. Ivey, Esq., at Ivey McClellan Gatton, in Greensboro,
N.C., represents the Creditors' Committee as counsel.

Since the petition date, the Debtor has not operated its ethanol
plant.


CLEAN HARBOR: Senior Notes Upsize No Impact on Moody's 'Ba2' CFR
----------------------------------------------------------------
The ratings of Clean Harbors, Inc., including the Ba2 corporate
family rating and the Ba3 senior unsecured rating, are unaffected
by the company's plan to increase the size of its planned senior
unsecured note issuance to $750 million from $600 million. Moody's
expects that the $150 million of additional proceeds will be
retained as cash and deployed toward acquisitions or capital
spending.

Ratings:

Corporate Family, Ba2

Probability of Default, Ba2

$750 million (was $600 million) senior unsecured notes due 2020,
Ba3 LGD4, to 61% from 62%

$490 million senior secured notes due 2016, Ba2 LGD3, 41%

Speculative Grade Liquidity, SGL-2

Rating Outlook, Stable

Ratings Rationale

The Ba2 corporate family rating reflects Clean Harbors' growing
network of hazardous waste and environmental services businesses
and favorable demand prospects from energy-related exploration and
production markets within the U.S. and Canada which bode well for
near-term performance. Expectation of high capex limits free cash
flow prospects while integration risk considerations from Clean
Harbors' acquisition focus also factor into the rating as well.
High exposure to energy-related markets also makes earnings more
susceptible to volatility in the price of oil. The company's debt
to EBITDA ratio, 2.6x as of Q1-2012 (Moody's adjusted basis),
would have been about 3.1x proforma for the $750 million of senior
unsecured note issuance, a supportive level.

Upward rating momentum would depend on greater diversity across
the waste stream, such as through less concentration on oil/gas
exploration and production markets. Expectation of debt to EBITDA
sustained in the 2.5x range and free cash flow to debt above 10%
would also accompany upward momentum. Downward rating pressure
would mount with debt to EBITDA above 4x, EBITDA margins below
15%, or a lack of consistent free cash flow generation. Should
free cash not be put toward the expansion spending initiatives and
instead go to shareholder rewards, the ratings could be revised
down.

The principal methodology used in rating Clean Harbors 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.

Clean Harbors, Inc., headquartered in Norwell, Massachusetts, is a
provider of environmental services and a leading operator of non-
nuclear hazardous waste treatment facilities in North America.
Revenues for the twelve months ended March 31, 2012 were $2.1
billion.


CLIFFS CLUB: Deadline for Plan Votes Fixed at Aug. 1
----------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina fixed
Aug. 1, 2012, as the deadline for ballots accepting or rejecting
the First Amended and Restated Joint Chapter 11 Plan for Cliffs
Club & Hospitality Group Inc., et al.

Ballots must be received by the voting deadline at one of these
addresses:

by mail to:

         BMC Group, Inc.
         Attn: Cliffs Ballot Processing
         P.O. Box 3020
         Chanhassen, MN 55317-3020

by hand or overnight delivery to:

         BMC Group, Inc.
         Attn: Cliffs Ballot Processing
         18675 Lake Drive East
         Chanhassen, MN 55317

The Court will convene a hearing on Aug. 6, at 10 a.m., to
consider the confirmation of the Plan.

As reported in the Troubled Company Reporter on July 10, 2012, the
Debtors received approval of a disclosure statement allowing
creditors to begin voting on its reorganization plan.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that competing bidders dropped out before the auction
where Carlile Development Group was already under contract
to buy the projects through confirmation of a plan.  Carlile will
be joined in buying the projects by a group including SunTx Urbana
GP I LLP and Arendale Holdings Corp.

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

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/CLIFFS_CLUB_ds_1amended.pdf

                        About Cliffs Club

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

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

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

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

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

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

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

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


COLONIAL GOLF: Court Approves Asset Sale for $8.5 Million
---------------------------------------------------------
Bankruptcy Judge Elizabeth W. Magner authorized Colonial Golf and
Country Club, Inc., to sell its assets, including the Debtor's 88-
acre golf course and country club property located in Harahan,
Louisiana, together with club facilities, buildings and associated
equipment and movable property, to JW Colonial Group, L.L.C. for
$8.5 million.

The purchase price is payable at the closing of the Sale as
follows: (i) $4.5 million in cash to be tendered and to be used to
pay a portion of the secured claim asserted by Colonial Finance,
L.L.C. as set forth in the Debtor's Amended Plan of
Reorganization; (ii) $656,472.16 in additional cash for
distribution to other creditors under the Plan; and (iii) the
Purchaser's assumption of the remaining balance of the Colonial
Finance Claim in the agreed amount of $3,343,527.

The Court held that JW's bid is the highest and best offer the
Debtor received for the Assets.

Colonial Finance consented to the sale.

Assets excluded from the sale include (i) all avoidance actions
under Section 541 through 553 of the Bankruptcy Code, or under any
similar or related state or federal statute or case or common law;
(ii) any and all deposits that constitute property of the Debtor's
estate as of Feb. 21, 2012; and (iii) any cash on hand, if any, as
of the closing of the Sale.

C. Davin Boldissar, Esq., represents JW Colonial Group, L.L.C.

Patrick Johnson, Jr., Esq., argues for Colonial Finance, LLC.

A copy of the Court's July 16, 2012 Findings of Fact and
Conclusions of Law is available at http://is.gd/vAvcKtfrom
Leagle.com.

Colonial Golf and Country Club -- http://www.colonialgolfcc.com/
-- which operates a golf course in Harahan, Louisiana, filed for
Chapter 11 bankruptcy (Bankr. E.D. La. Case No. 12-10472) on
Feb. 21, 2012.  Judge Elizabeth W. Magner presides over the case.
The Debtor is represented by Tristan E. Manthey, Esq., at Heller,
Draper, Patrick & Horn, LLC.  The Debtor estimated $1 million to
$10 million in assets and debts.  The petition was signed by
Anthony R. Manzella, Jr., majority shareholder.


CONVERTED ORGANICS: 198.6-Mil. Outstanding Shares as of July 16
---------------------------------------------------------------
Converted Organics entered into an agreement with an institutional
investor whereby the Company agreed to sell to the investor 12
senior secured convertible notes.  The initial January Note was
issued on Jan. 3, 2012, in an original principal amount of
$247,500.  The remaining 11 January Notes will each have an
original principal amount of up to $237,600.  Each January Note
matures eight months after issuance.  The total face value of the
twelve notes under this agreement will be $2,861,100, assuming
each note is sold for the full face value, to the investor, of
which there is no assurance.  The January Notes are convertible
into shares of the Company's common stock at a conversion price
equal to 80% of lowest bid price of the Company's common stock on
the date of conversion.  Also, as previously reported on March 12,
2012, the Company entered into an agreement with two investors,
pursuant to which the Company agreed to effect an additional
closing under the Jan. 12, 2012, convertible note in which the
Company issued the buyers new notes having an aggregate original
principal amount of $550,000.  As of July 9, 2012, the total
principal outstanding on these notes was $1,888,260.

As of July 16, 2012, the principal amount of the Note has declined
to $1,813,260.  From July 9, 2012, until July 16, 2012, a total of
$75,000 in principal had been converted into 18,120,543 shares of
common stock.  Since the issuance of the Original Note and the
addtional closing, a total of $75,000 in principal has been
converted into 18,120,543 shares of common stock (after effect of
the November 2011 and March 2012 reverse stock splits).  The Note
holders are accredited investors and the shares of common stock
were issued in reliance on Section 3(a)(9) under the Securities
Act of 1933, as amended.

As of July 16, 2012, the Company had 198,651,015 shares of common
stock outstanding.

                     About Converted Organics

Boston, Mass.-based Converted Organics Inc. utilizes innovative
clean technologies to establish and operate environmentally
friendly businesses.  Converted Organics currently operates in
three business areas, namely organic fertilizer, industrial
wastewater treatment and vertical farming.

After auditing the 2011 results, Moody, Famiglietti & Andronico,
LLP, noted that the Company has suffered recurring losses and
negative cash flows from operations and has an accumulated deficit
that raises substantial doubt about its ability to continue as a
going concern.

Converted Organics reported a net loss of $17.98 million in 2011,
compared with a net loss of $47.81 million in 2010.

The Company's balance sheet at March 31, 2012, showed $7.18
million in total assets, $6.81 million in total liabilities and
$367,679 in total stockholders' equity.


CORDILLERA GOLF: Delaware Judge Moves Case to Colorado
------------------------------------------------------
The Hon. Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware ordered the transfer of the Chapter 11
reorganization case of Cordillera Golf Club LLC to the U.S.
Bankruptcy Court for the District of Colorado.

Motions to transfer the venue of the case to Colorado were filed
by (i) Cheryl M. Foley, Thomas Wilner, Jane Wilner, Charles
Jackson, Mary Jackson and Kevin B. Allen, Individually and as
Representatives of a Certified Class of Members; and (ii) the
Cordillera Property Owners Association, Inc., and Cordillera
Metropolitan District.  Several entities filed joinders to the
Motion, including the Official Committee of Unsecured Creditors.

Members of the golf club said in court papers the "transparent
purpose" of seeking Chapter 11 protection in Delaware was to make
participation by club members difficult and expensive.  The
members say the club has no connection with Delaware aside from
being incorporated under Delaware law.  The convenience of the
parties and the interests of justice counsel moving the case to
Colorado.

On July 3, 2012, Cheryl M. Foley, Thomas Wilner, Jane Wilner,
Charles Jackson, Mary Jackson and Kevin B. Allen filed the First
Venue Motion, as individual homeowners in the Cordillera
community, members of the Debtor, and as representatives of a
class of homeowner members certified in connection with litigation
pending in Colorado state court.  Each of these class member
Plaintiffs asserts a noncontingent, unsecured claim against the
Debtor for the return of the member's deposits with the Club,
ranging in amount from $7,500 to $205,000, with an average of
roughly $103,000, and for an aggregate total of roughly $62
million in pre-petition claims.

The Plaintiff class by far comprises the largest claim
constituency in this estate.  As the creditors are comprised of
Club members who are, in turn, largely comprised of Cordillera
residents, the Plaintiffs, and their underlying interests, are
essentially all located in Colorado.  According to the Creditors'
Committee, "despite these facts, or perhaps concerned over the
implications that would result from this disclosure," the Debtor
failed to include any of these creditors in its List of Creditors
Holding Twenty Largest Unsecured Claims filed with the Court.
According to the Plaintiffs, their members hold individual claims
that exceed all but one of the unsecured creditors that the Debtor
included in its List of Twenty Largest.

The Class Action involves the Plaintiff members' claims for, inter
alia, breach of contract, inducement, securities violations, and
related causes of action against the Debtor and related parties,
and seeks the return of deposits and membership dues and fees paid
to the Debtor.  The funds were paid to the Debtor in reliance on
certain express promises, commitments and representations to
provide access to Club facilities and other membership benefits
and privileges.

The CPOA is one of two homeowner associations governing the
Cordillera community.  Its membership is comprised of private,
individual homeowner consumers who also share similar claims and
interests as the Class Movants.  The CPOA is the Defendant in
separate litigation commenced by the Debtor and pending in
Colorado state court, apparently contending that the CPOA is
somehow responsible for the determination of numerous of the
Debtor's members to seek to cancel their membership interests.

In addition to generally acting as a property owners association,
the CPOA is involved in the provision of numerous community
operations and public safety and welfare services, including,
without limitation, the management, maintenance and operation of
public facilities, programs and initiatives.  The CPOA provides
for its operating expenses through assessments charged on the sale
of homes in Cordillera.

The District is a quasi-municipal "special" district created under
the laws of Colorado as a political subdivision of the state, and
constructs and manages all public facilities and infrastructure in
the district.  The District includes Cordillera, under which the
Debtor is one of the District's two largest taxpayers. The
District is thereby a secured creditor of the Debtor pursuant to
various ad valorem tax obligations, and is owed roughly
$205,311.31 corresponding to the Debtor's 2011 assessments.

The Committee is represented by Mark Minuti, Esq., at Saul Ewing
LLP.

                       About Cordillera Golf

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

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

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


CORDILLERA GOLF: Committee Calls DIP Loan Terms "Onerous"
---------------------------------------------------------
The Official Committee of Unsecured Creditors is challenging the
request of Cordillera Golf Club, LLC, to incur post-petition,
secured financing, saying the DIP facility contains terms that are
excessively onerous to the estate and provide excessive windfalls
to the DIP lender, and confer the authority to the DIP Lender to
determine and control the course of the Debtor's chapter 11 case,
and limit the available structures for a proposed plan.

On July 2, the Debtor filed a motion securing authorization to
obtain funding on a first priority, priming basis, from Southlight
Trust I -- an affiliate of Northlight Financial LLC -- in the
aggregate amount of $4.7 million, with $420,865 available for draw
on an interim basis.  On July 9, the Debtor filed a supplement
containing a 12-month cash flow budget and projections applicable
thereto.

In its objection, the Committee pointed out that the DIP loan
proposal provides for a 16% interest rate, and 22% default
interest rate.  The Debtor's request also provides that the DIP
Lender is entitled to receive not less than $326,000 in interest
"under all circumstances."  The Financing also includes a
Commitment Fee of 2% of the total loan amount ($94,000), which is
earned immediately upon the closing.

The Committee also noted that the DIP Financing is proposed to
mature on the earlier of, inter alia: (1) one year from the
closing date; (2) an event of default; or (3) the "Effective Date"
of a confirmed plan.  The Committee said the term sheet attached
to the Debtor's Motion includes a further maturity (acceleration)
event: the sale of any collateral pursuant to section 363 of the
Bankruptcy Code.

According to the Committee, the Debtor has already stated on the
record its intent to sell its "Mountain Course" as the first
significant step in its rehabilitation.  Therefore, the Committee
points out, the Debtor "has apparently negotiated a DIP Financing
proposal under which the Debtor's own initial restructuring
approach constitutes a basis to trigger the loan maturity."

Under the 52-week DIP Budget, the Debtor projects that it will
begin the post-closing period, prior to drawing any DIP Financing,
with $234,683 in cash.  After drawing on the full financing
commitment, at the end of the 52-week period, the Debtor projects
it will have $215,055 in cash.  The Committee noted there are no
provisions for the repayment of the DIP Financing facility during
the budget term, nor are there any provisions or funds set aside
to pay down any principal other secured debt obligations, or to
provide for exit financing during the budget period.  According to
the Committee, the budget reveals that the Debtor will have
virtually no funds to make such payments or to fund and pursue
other prospects for its reorganization once the budget period
concludes.

The Committee also hinted that the Debtor appears to have inflated
its projections in a number of respects.  The Committee explained
that the Debtor includes an unexplained $1.8 million "Capital
Event" in the last week of the DIP Budget.  Ignoring the Capital
Event "revenue" from the "Total Restructuring Costs" outlined in
the DIP Budget, these costs (as shown by the Debtor) actually come
to $4,130,000, which figure corresponds to 88% of the total DIP
Financing amount.  With no provision for the repayment of the DIP
Financing principal, the net result would be to add $4,700,000 of
first priority, priming debt.

The Committee wants the Debtor to specifically disclose its
marketing efforts, number of lenders solicited, descriptions of
the types of lenders solicited, the range of terms offered, the
period during which the Debtor conducted these efforts, its
efforts to negotiate with its existing secured lender, Alpine
Bank, and the extent to which the Debtor solicited other higher
and better offers once it obtained the proposed DIP Financing as a
"stalking horse" offer.  The Committee said the Debtor has failed
entirely to provide any details regarding any relevant known
relationships that the DIP Lender or its affiliates principals or
control persons may have or have had, with the Debtor, its
affiliates, principals and control persons, or with major
creditors of the estate.

According to the case docket, the Bankruptcy Court in Delaware is
slated to hold a hearing today, July 19, to consider approval of
the request of Cordillera Golf Club to obtain postpetition
financing.  However, on July 16, the Delaware Court granted the
request of certain club members to transfer the venue of the case
to the Bankruptcy Court in Colorado.  The case has now been
endorsed to Hon. A. Bruce Campbell in Denver (Bankr. D. Colo. Case
No. 12-24882).

                        Cash Collateral Use

One day after filing for bankruptcy, the Debtor obtained an
interim order from the Delaware Bankruptcy Court authorizing it to
use cash collateral securing obligations to its prepetition
lenders.  The Debtor owes Alpine Bank $12.7 million and David
Wilhelm $7.5 million.

The Debtor says its real property is valued at $33 million
pursuant to an appraisal by Chrysalis Valuation Consultants LLC
dated June 5.

Pursuant to the Cash Collateral Order, the Debtor's authority to
use cash collateral will terminate on the earliest to occur of,
among others, July 27; the dismissal of the case or conversion to
Chapter 7; appointment of an examiner or case trustee; the
Debtor's deviation from any line item of the cash collateral
budget without express consent of Alpine; or the effective date or
consummation of a plan of reorganization.

The Interim Cash Collateral Order provides that the replacement
liens granted to the secured lenders do not prime and will not be
senior to the liens of any taxing authority that relates back, and
would have priority under, applicable, non-bankruptcy law.

A final hearing on the Cash Collateral Motion is July 27.

                       About Cordillera Golf

Cordillera Golf Club, LLC filed for protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Case No. 12-11893) on June 26,
2012, amid lower membership rates and tensions with current
members.

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

David A. Wilhelm, manager of CGH Manager LLC, manager, signed the
Chapter 11 petition.  Mr. Wilhelm acquired 100% interest in the
Debtor in 2009 following an arbitration that stemmed from
revelations that the then owners of the 70% interests had diverted
funds away from the Debtor's operations.

In the petition, the Debtor estimated $10 million to $50 million
in assets and debts.

Delaware Bankruptcy Judge Christopher S. Sontchi presides over the
case.  Lawyers at Young, Conaway, Stargatt & Taylor and Foley &
Lardner LLP serve as the Debtor's counsel.  Omni Management Group
LLC serves as the Debtor's claims agent.


CORDILLERA GOLF: Taps Foley & Lardner as Lead Bankruptcy Counsel
----------------------------------------------------------------
Cordillera Golf Club, LLC, is seeking authority to employ Foley &
Lardner LLP as general bankruptcy counsel to prosecute its Chapter
11 case.

The Debtor said Foley & Lardner has extensive experience and
knowledge in the field of debtors' and creditors' rights and
business reorganizations under Chapter 11 of the Bankruptcy Code,
and the extensive and top-tier national reputation of its Resort,
Hospitality and Golf Industry Team.  The Club owned and operated
by the Debtor has been represented by the Foley firm for many
years.  Moreover, in preparing for the Chapter 11 Case, Foley &
Lardner has become even more familiar with the Debtor's business
and affairs and many of the potential legal issues which may arise
in the context of the Chapter 11 case.

The Debtor is also seeking to hire Young Conaway Stargatt & Taylor
LLP as local bankruptcy counsel and conflicts counsel.  The Firm
and Young Conaway have discussed a division of responsibilities
and will make every effort to avoid duplication of effort in these
cases.

The principal attorneys and paraprofessionals at Foley & Lardner
presently designated to represent the Debtor and their current
standard hourly rates are:

      a) Christopher Celentino, Partner            $675
      b) Mikel R. Bistrow, Partner                 $710
      d) Erika Morabito, Partner                   $680
      e) Kathryn M.S. Catherwood, Partner          $615
      f) Dawn A. Messick, Associate                $440
      g) Brittany Nelson, Associate                $470
      h) Matthew Riopelle, Associate               $380
      i) Caron C. Burke, Paraprofessional          $225
      j) Vicki L. Goldsmith, Paraprofessional      $175

Mr. Celentino attests that Foley & Lardner has not represented the
Debtor's creditors, or any other parties-in-interest, or their
attorneys, in any matter relating to the Debtor or the estate.
The Firm is also a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

However, Mr. Celentino disclosed that Foley & Lardner has in the
past and is currently representing the Debtor, David Wilhelm, WFP
Investments, LLC and certain of their affiliates or related
entities in matters related to the Debtor and its golf course and
other properties, and has also represented one or more of these
entities in completely unrelated matters.

The Debtor also is asking the Court to authorize the firm's
continued representation, in some instances as special or advisory
counsel in related matters, and other completely unrelated
matters, of the Debtor, David Wilhelm, WFP Investments and certain
of their affiliates or related entities; provided, however, that
the firm will only represent the Debtor, and not David Wilhelm or
WFP Investments or any of their affiliates or related entities, in
the Chapter 11 case.

David Wilhelm has retained James Holman of Duane Morris LLP to
represent his interests in the Debtor's Chapter 11 case.

Mr. Wilhelm is an alleged secured creditor, with a scheduled claim
of $7,260,629.41 against the Debtor.

                       About Cordillera Golf

Cordillera Golf Club, LLC filed for protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Case No. 12-11893) on June 26,
2012, amid lower membership rates and tensions with current
members.

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

David A. Wilhelm, manager of CGH Manager LLC, manager, signed the
Chapter 11 petition.  Mr. Wilhelm acquired 100% interest in the
Debtor in 2009 following an arbitration that stemmed from
revelations that the then owners of the 70% interests had diverted
funds away from the Debtor's operations.

In the petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The Debtor says its real property is valued
at $33 million pursuant to an appraisal by Chrysalis Valuation
Consultants LLC dated June 5, 2012.

Delaware Bankruptcy Judge Christopher S. Sontchi presides over the
case.  Lawyers at Young, Conaway, Stargatt & Taylor and Foley &
Lardner LLP serve as the Debtor's counsel.  Omni Management Group
LLC serves as the Debtor's claims agent.

On July 16, 2012, the Delaware Court granted the request of
certain club members to transfer the venue of the case to the
Bankruptcy Court in Colorado.  The case has been endorsed to Hon.
A. Bruce Campbell in Denver (Bankr. D. Colo. Case No. 12-24882).


CORDILLERA GOLF: Committee to Retain Munsch Hardt as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Cordillera Golf Club, LLC, is seeking Court
permission to retain Munsch Hardt Kopf & Harr, PC as its legal
counsel in the case.

The Committee members consist of various homeowner and trade
creditors of the Debtor.  All members have Colorado addresses.

Munsch Hardt's hourly rates range from $685 for shareholders with
the highest billing rates, to $200 for paralegals with the lowest
billing rates.

The firm's hourly rates for the attorneys and paraprofessionals
who will most likely be working on the case are:

     Russell L. Munsch, Shareholder          $685 per hour
     Joseph J. Wielebinski, Shareholder      $620 per hour
     Jay Ong, Shareholder                    $385 per hour
     Zachery Z. Annable, Associate           $315 per hour
     Audrey Monlezun, Paralegal              $200 per hour

Mr. Wielebinski attests that Munsch Hardt (i) does not hold or
represent any interest adverse to the Committee in the matters for
which it is proposed to be retained; (ii) does not have any
connection with the Debtor, its creditors, or any other party-in-
interest or their attorneys and accountants; (iii) does not have
any connection with the United States Trustee or any person
employed in the Office of the United States Trustee; and (iv) is a
"disinterested persons" as that term is defined in section 101(14)
of the Bankruptcy Code.

Roberta A. DeAngelis, the United States Trustee for Region 3,
earlier this month appointed seven Committee members:

          1. John D. O?Brien
             PO Box 2764
             Edwards, CO 81632
             Tel: 970-389-3743

          2. Cheryl M. Foley
             PO Box 3000
             Edwards, CO 81632
             Tel: 970-926-2027
             Fax: 202-661-9190

          3. Ken Ulickey
             1016 Summit Trail
             Cordillera, CO 81632
             Tel: 970-331-5945
             Fax: 970-926-4384

          4. Kevin B. Allen
             4502 S. Vine Way
             Englewood, CO 80113
             Tel: 303-242-5850
             Fax: 303-690-9172

          5. Dennis S. Meir
             219 Aspen Meadows Road
             Edwards, CO 81632
             Tel: 404-307-9466
             Fax: 404-544-3304

          6. John S. Lemak
             54 Penny Lane
             Cordillera, CO 81632
             Tel: 214-207-6300
             Fax: 214-849-9876

          7. Ceres Design & Arborscape, LLC
             Attn: William W. Reed
             PO Box 2134, 1040 Chambers Avenue
             Eagle, CO 81631
             Tel: 970-328-6074
             Fax: 970-328-6084

Mr. Meir serves as Committee Chairperson.

The Committee's counsel may be reached at:

          Russell L. Munsch, Esq.
          Joseph J. Wielebinski, Esq.
          Jay H. Ong, Esq.
          MUNSCH HARDT KOPF & HARR, P.C.
          3800 Lincoln Plaza
          500 N. Akard Street
          Dallas, TX 75201-6659
          Telephone: (214) 855-7500
          Facsimile: (214) 978-4335
          E-mail: rmunsch@munsch.com
                  jwielebinski@munsch.com
                  jong@munsch.com

                       About Cordillera Golf

Cordillera Golf Club, LLC filed for protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Case No. 12-11893) on June 26,
2012, amid lower membership rates and tensions with current
members.

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

David A. Wilhelm, manager of CGH Manager LLC, manager, signed the
Chapter 11 petition.  Mr. Wilhelm acquired 100% interest in the
Debtor in 2009 following an arbitration that stemmed from
revelations that the then owners of the 70% interests had diverted
funds away from the Debtor's operations.

In the petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The Debtor says its real property is valued
at $33 million pursuant to an appraisal by Chrysalis Valuation
Consultants LLC dated June 5, 2012.

Delaware Bankruptcy Judge Christopher S. Sontchi presides over the
case.  Lawyers at Young, Conaway, Stargatt & Taylor and Foley &
Lardner LLP serve as the Debtor's counsel.  Omni Management Group
LLC serves as the Debtor's claims agent.

On July 16, 2012, the Delaware Court granted the request of
certain club members to transfer the venue of the case to the
Bankruptcy Court in Colorado.  The case has been endorsed to Hon.
A. Bruce Campbell in Denver (Bankr. D. Colo. Case No. 12-24882).


CRYSTALLEX INTERNATIONAL: Incurs $62.4 Million Net Loss in 2011
-----------------------------------------------------------------
Crystallex International Corporation has filed under the Company's
profile at www.sedar.com its audited financial statements for the
fiscal year ended Dec. 31, 2011, and the related management's
discussion and analysis.  In addition, the Company has filed, in
lieu of a management information circular in respect of its 2011
fiscal year, an information document that contains information
substantially similar to that required to be set out in a
management information circular, including disclosure regarding
the board of directors, executive and director compensation and
corporate governance practices.  The Company will also file a Form
20-F and CEO and CFO certificates related to its annual filings in
the near term.  The 2011 audited financial statements, MD&A and
information document will be mailed within the next few weeks to
shareholders of record on the record date of July 16, 2012.

Crystallex International's balance sheet at Dec. 31, 2011, showed
US$6.52 million in total assets, US$129.98 million in total
liabilities and a US$123.45 million total shareholders'
deficiency.

The Company reported a net loss and comprehensive loss of US$62.36
million in 2011, compared with a net loss and comprehensive loss
of US$42.63 million in 2010.

A copy of the Report is available for free at http://is.gd/n3tNon

                          About Crystallex

Crystallex International Corporation is a Canadian based mining
company, with a focus on acquiring, exploring, developing and
operating mining projects.  Crystallex has successfully operated
an open pit mine in Uruguay and developed and operated three gold
mines in Venezuela.  The Company's principal asset is its
international claim in relation to its investment in the Las
Cristinas gold project located in Bolivar State, Venezuela.

On Dec. 23, 2011, announced that it obtained an order from the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act (Canada) (CCAA).
Ernst & Young Inc. was appointed monitor under the order.

Crystallex has also commenced a proceeding under Chapter 15 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware in order to ensure that relevant CCAA orders are enforced
in the United States.  The Bankruptcy Court has recognized
Crystallex's CCAA proceeding as well as the initial order and
subsequent stay extension of the Ontario Superior Court of
Justice.

Following the Government of Venezuela's unilateral cancellation of
the Las Cristinas Mine Operating Contract (the "MOC") on Feb. 3,
2011, the Company filed for arbitration before ICSID's Additional
Facility and commenced the process of handing the Las Cristinas
project back to the Government of Venezuela.  The handover to the
Government of Venezuela was completed on April 5, 2011, upon
receipt of a certificate of delivery from the Corporacion
Venezolana de Guayana (the "CVG").  As a result, the Company has
determined that its operations in Venezuela should be accounted
for as a discontinued operation.


DAVIS HEALTH: Moody's Cuts Bond Rating to 'Ba2'; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service downgrades Davis Health System's (WV)
bond rating to Ba2 from Ba1, affecting approximately $14.7 million
of outstanding Series 1998 and 1999 fixed rate revenue bonds
issued by Randolph County Commission, WV. The rating outlook
remains negative.

Rating Rationale

The rating downgrade to Ba2 from Ba1 reflects continued weak
operations in addition to a substantial increase in debt load
despite a financial performance that brings the system in close
proximity to debt covenants. While DHS has fulfilled all of its
financial covenants to date, the negative outlook reflects the
uncertainty of the hospital's ability to sustain its operating
performance in order to absorb the increase in debt due to
variability of the volumes and performance over the years,
increased competition, and weak service area demographics.

Challenges

* Operating loss and decline in operating cash flow through four
months FY 2012 (-0.5% operating margin and 5.7% operating cash
flow margin) and a decline in cash due to implementation of new
electronic health records system. This is in addition to a weak
0.3% operating margin and 5.9% operating cash flow margin with 52
days cash on hand in fiscal year end (FYE) 2011.

* System has taken on new debt to pay off its pension plan ($2.5
million) and construct a new medical office building and
outpatient facility ($10 million) through private financing with
Huntington National Bank places additional stress on debt ratios.

* Low liquidity position with slight decline in unrestricted
liquidity at fiscal yearend (FYE December 31, 2011) to $15.3
million, equating to continued low 52 days cash on hand and cash-
to-debt coverage of 68.5%; with the incorporated increase in debt,
proforma cash-to-debt at April 2012 declines to a weaker 38.1%.

* High dependence on government payors (Medicare (48%) and
Medicaid (17%) combined represent 64% of gross revenues in FY
2011) with notable self-pay population (7.6% self pay).

* Weak service area demographics characterized by flat population
growth and lower income levels and property values compared to
state and national averages.

Strengths

* Medicare designated sole community provider and only acute care
hospital in Randolph County, WV with leading 70% market share
(according to management); market position is protected by State
certificate of need law.

* Admissions increased by 9.3% in FY 2011; system also saw growth
in ED visits, outpatient visits and outpatient surgeries. Medicare
case mix index also grew slightly.

* Board approved termination of frozen defined benefit plan in
March 2012 and the accumulated pension liability of $12 million
was paid down through existing pension funds and a $2.5 million
loan to fully fund the liability and close the plan.

* Workforce is non-unionized.

Outlook

The negative rating outlook reflects a flat operating performance
in FY 2011 and declines through interim FY 2012, weak debt service
coverage measures, and continued low liquidity position. There is
also uncertainty about whether the hospital can absorb the new
addition of debt due to the weak service area demographics and
increased competitive pressures.

What Could Make The Rating Go Up

Growth and stability in inpatient and outpatient volume trends;
continued improvement in operating performance and ability to
sustain improved levels for multiple years; improvement in
liquidity and debt coverage measures.

What Could Make The Rating Go Down

A decline or no improvement in operating performance; inability to
meet debt covenants under terms of new loan; weaker liquidity and
debt coverage levels; an additional, significant debt issuance;
loss in market share.

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in March 2012.


DCB FINANCIAL: Had $159,000 Net Income in First Quarter
-------------------------------------------------------
DCB Financial Corp. filed its quarterly report on Form 10-Q,
reporting net income of $159,000 on $4.01 million of net interest
income (before provision for loan losses) for the three months
ended March 31, 2012, compared with net income of $33,000 on
$4.61 million of net interest income (before provision for loan
losses) for the corresponding period last year.

The Corporation's balance sheet at March 31, 2012, showed
$517.75 million in total assets, $483.26 million in total
liabilities, and stockholders' equity of $34.49 million.

In October 2010, the Corporation's wholly-owned bank subsidiary
entered into a Consent Agreement with the FDIC which requires that
Tier-1 and Total Risk Based Capital percentages reach 9.0% and
13.0% respectively.  As of March 31, 2012, the Bank's capital
ratios, as previously noted, were not at these levels.

The Corporation and its subsidiaries meet all published regulatory
capital requirements. The ratio of total capital to risk-weighted
assets was 10.3% at March 31, 2012, while the Tier 1 risk-based
capital ratio was 6.7%.

As reported in the TCR on April 5, 2012, Plante & Moran PLLC, in
Columbus, Ohio, said DCB's bank subsidiary is not in compliance
with revised minimum regulatory capital requirements under a
formal regulatory agreement with the banking regulators.  "Failure
to comply with the regulatory agreement may result in additional
regulatory enforcement actions."

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

                       http://is.gd/tTblx7

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

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

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


DIVERSINET CORP: Had $1.4 Million Loss in First Quarter
-------------------------------------------------------
Diversinet Corp. reported a net loss of US$1.43 million on
US$281,911 of revenues for the three months ended March 31, 2012,
compared with a net loss of US$1.11 million on US$444,250 of
revenues for the same period last year.

The Company's balance sheet at March 31, 2012, showed
US$6.54 million in total assets, US$656,593 in total current
liabilities, and shareholders' equity of US$5.88 million.

KPMG LLP, in Toronto, Canada, expressed substantial doubt about
Diversinet'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 incurred a significant
loss from operations and used significant amounts of cash in
operating activities during 2011.

A copy of the Company's interim condensed consolidated balance
sheets and interim condensed consolidated statements of operations
and comprehensive loss is available for free at:

http://is.gd/Del88w

Toronto, Ontario-based Diversinet Corp. provides patented and
proven secure products that enable healthcare organizations to
rapidly deploy HIPAA-compliant mobile healthcare (mHealth)
applications to power care coordination.




DOLPHIN DIGITAL: Incurs $840,800 Net Loss in June 30 Quarter
------------------------------------------------------------
Dolphin Digital Media Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $840,838 on $998,582 of revenue for the three months
ended June 30, 2012, compared with a net loss of $304,098 on
$197,824 of revenue for the same period during the prior year.

The Company reported a net loss of $1.58 million on $998,582 of
revenue for the six months ended June 30, 2012, compared with a
net loss of $435,225 on $472,824 of revenue for the same period a
year ago.

The Company's balance sheet at June 30, 2012, showed $2.55 million
in total assets, $5.92 million in total liabilities, all current,
and a $3.37 million total stockholders' deficit.

"The Company has incurred a net loss for the six months ended
June 30, 2012 of $1,588,825.  As of June 30, 2012 the Company
recorded an accumulated deficit of $35,988,899.  Further, the
Company has inadequate working capital to maintain or develop its
operations, and it is dependent upon funds from private investors
and the support of certain stockholders.  These factors raise
substantial doubt about the ability of the Company to continue as
a going concern," the Company said in the quarterly report for the
period ended June 30, 2012.

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

                        http://is.gd/M34U5L

                       About Dolphin Digital

Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and
high quality digital entertainment.  By creating and managing
child-friendly social networking websites utilizing state-of the-
art fingerprint identification technology, Dolphin Digital Media,
Inc. has taken an industry-leading position with respect to
internet safety, as well as digital entertainment.

The Company reported a net loss of $1.23 million in 2011, compared
with a net loss of $5.63 million in 2010.


DOUBLE R: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Double R & Associates, Inc.
        S7559 US Hwy 12
        North Freedom, WI 53951

Bankruptcy Case No.: 12-14078

Chapter 11 Petition Date: July 17, 2012

Court: United States Bankruptcy Court
       Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtor's Counsel: Eliza M. Reyes, Esq.
                  KREKELER STROTHER, S.C.
                  2901 West Beltline Highway
                  Suite 301
                  Madison, WI 53713
                  Tel: (608) 258-8555
                  Fax: (608) 258-8299
                  E-mail: ereyes@ks-lawfirm.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/wiwb12-14078.pdf

The petition was signed by Teresa L. Richard, vice president.


DRAGON BRIGHT: GHP Horwath Raises Going Concern Doubt
-----------------------------------------------------
GHP Horwath, P.C., in Denver, Colorado, expressed substantial
doubt about Dragon Bright Mintai Botanical Technology (Cayman)
Limited'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 reported a total
comprehensive loss of approximately $1.8 million for the year
ended Dec. 31, 2011, and had accumulated losses attributable to
equity shareholders of the Company of approximately $1.6 million
at Dec. 31, 2011.  "In addition, the Company has a limited
operating history and no revenue producing operations."

The Company reported a net loss of $1.87 million for 2011,
compared with a net loss of $166,852 for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$2.12 million in total assets, $200,855 in total current
liabilities, and total equity of $1.92 million.

A copy of the Form 20-F is available for free at:

                       http://is.gd/OrmLnM

Hong Kong-based Dragon Bright Mintai Botanical Technology (Cayman)
Limited is in the initial stages of developing a business in the
forest seedling industry.  The Company's main business is the mass
propagation and sale of bamboo-willow seedlings and its secondary
business is the sale of bamboo-willows as wood pulp generated from
the Company's trial bamboo-willow tree plantation business.


EASTMAN KODAK: Court Bars Former Employee's Suit Against Officer
----------------------------------------------------------------
Eastman Kodak Co. obtained a court order prohibiting a former
employee from seeking discovery in a lawsuit filed against the
company and Richard Klaus.

In a July 3 decision, the U.S. Bankruptcy Court in Manhattan
granted the company's motion to extend the automatic stay to Mr.
Klaus, enjoining Ronald Haywood from seeking discovery from his
former supervisor.

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

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

                        About Eastman Kodak

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

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

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

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

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

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

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

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


EASTMAN KODAK: Judge Denies Shareholders Committee
--------------------------------------------------
The appointment of an official committee of equity security
holders in the Debtors' Chapter 11 cases is not necessary, Judge
Gropper ruled in a memorandum denying a motion filed by certain
holders of common stock issued by Eastman Kodak Company.

"There is no reason to think that the interests of shareholders
will be ignored in these cases, particularly where Kodak's
directors and officers own more than 10 million shares of Kodak
stock themselves," Judge Gropper pointed out.  "The existence of
a functioning board of directors supports the inference that
equity's interests will be adequately represented notwithstanding
the absence of an official equity committee," he added.

The Shareholders sought appointment of an official equity
committee under Section 1102(a)(2) of the Bankruptcy Code arguing
that the possibility of a return to equity justified the
appointment of an official equity committee, and asserted that
without a committee, they would be denied a meaningful
opportunity to participate in Kodak's restructuring.

Kodak, the U.S. Trustee, the official unsecured creditors'
committee, and an unofficial, ad hoc second lien noteholders'
committee objected to the motion.  The objecting parties assert
that the Shareholders' assertions of solvency are premature and
that Kodak should not be required to bear the cost of an
additional committee when the interests of Kodak's shareholders
are adequately represented by other constituencies that share a
common desire to maximize the value of Kodak's estate.

                        About Eastman Kodak

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

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

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

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

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

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

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

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


EASTMAN KODAK: Harding Poorman Wants Decision on Contract
---------------------------------------------------------
Harding Poorman Group has filed a motion seeking to force Eastman
Kodak Co. to either assume or reject their customer agreement.

The parties inked the contract in June 2010, under which Harding
Poorman agreed to purchase thermal plates from Eastman Kodak.

The contract is set to expire on June 30, 2015, unless terminated
earlier.

Harding Poorman accused the company of breach of contract for
allegedly supplying defective products and claimed it is
"suffering substantial harm" as a result of Eastman Kodak's
alleged failure to perform the terms of the contract, according
to court papers.

                        About Eastman Kodak

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

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

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

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

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

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

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

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


EASTMAN KODAK: Retirees Propose Haskell as Counsel
--------------------------------------------------
The committee of Eastman Kodak Co.'s retired workers sought court
approval to hire Haskell Slaughter Young & Rediker LLC as legal
counsel.

As legal counsel, Haskell will advise the retirees committee
about its rights and duties in Eastman Kodak Co.'s bankruptcy
case.  It will assist the retirees committee in analyzing claims
as well as Eastman Kodak's financial reports.

The firm will also help the retirees committee in negotiations
related to the company's Chapter 11 plan and to any proposed
modifications to retiree medical benefits.

Haskell will be paid for its services on an hourly basis and will
be reimbursed of its expenses.  The hourly rates range from $250
to $450 for partners, $300 to $375 for counsel, $165 to $275 for
associates, and $95 for legal assistants.

R. Scott Williams, Esq., a partner at Haskell, disclosed in a
declaration that the firm does not have any connection with
Eastman Kodak and its creditors.

The proposed hiring drew flak from the U.S. Trustee, a Justice
Department agency overseeing bankruptcy cases.

The U.S. Trustee expressed concern that the services to be
provided by Haskell may duplicate the services that will be
provided by Arent Fox LLP, another law firm tapped by Eastman
Kodak.

The agency also said both law firms did not disclose enough
information to make a determination of whether the retirees
committee's professionals are disinterested or they hold adverse
interest.

                        About Eastman Kodak

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

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

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

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

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

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

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

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


EASTMAN KODAK: Retirees Propose Arent Fox as Co-Counsel
-------------------------------------------------------
The committee of Eastman Kodak Co.'s retired workers filed an
application to hire Arent Fox LLP as co-counsel.

The retirees committee tapped the firm to provide general legal
services involving bankruptcy and restructuring, employee
benefits, finance, labor and employment, litigation, and other
matters.

In exchange for its services, Arent Fox will be paid on an hourly
basis and will be reimbursed of its expenses.  The hourly rates
range from $530 to $860 for partners, $505 to $820 for counsel,
$290 to $550 for associates, and $160 to $295 for
paraprofessionals.

Andrew Silfen, Esq., a partner at Arent Fox, disclosed in a
declaration that the firm does not hold interest adverse to the
retirees committee, Eastman Kodak and its creditors.

                        About Eastman Kodak

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

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

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

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

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

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

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

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


EASTMAN KODAK: Retirees Tap Segal Co. as Actuarial Consultant
-------------------------------------------------------------
The committee of Eastman Kodak Co.'s retired workers asked the
U.S. Bankruptcy Court in Manhattan to approve the hiring of The
Segal Company as its actuarial consultant.

As consultant, Segal will advise and assist the retirees
committee in its actuarial analysis of plans as well as assist
the financial advisers in projecting the cash flow of Eastman
Kodak's costs.

The firm will also advise the retirees committee in examining and
analyzing any proposed retiree benefit modifications by Eastman
Kodak that would affect retirees.

Segal will be paid for its services on an hourly basis and will
be reimbursed of its expenses.  The firm's hourly rates range
from $440 to $700 for principals, $325 to $485 for actuaries,
$230 to $470 for benefit consultants, and $230 to $400 for
analysts.

Stuart Wohl, Segal's senior vice-president, disclosed that the
firm does not hold or represent interest adverse to Eastman Kodak
and its creditors.

                        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.


EDGEN MURRAY: Moody's Raises Corp. Family Rating to 'Caa1'
----------------------------------------------------------
Moody's Investors Service upgraded Edgen Murray Corporation's
corporate family rating to Caa1 from Caa3 and the probability of
default rating to Caa1 from Caa2. Moody's also upgraded the rating
on Edgen Murray Corporation's 12.25% senior secured notes due 2015
to Caa2 from Caa3. The ratings upgrade was driven by a significant
improvement in the company's oil and gas end-markets due to
increased oil industry exploration and production activity and the
build-out of gathering, storage, processing and distribution
infrastructure for the energy industry. The upgrade also reflects
the use of a portion of the proceeds from Edgen Group's initial
public offering in early May to reduce the outstanding
indebtedness of Edgen Murray Corporation. The ratings outlook is
stable.

The following ratings were upgraded:

Corporate family rating -- to Caa1 from Caa3

Probability of default rating -- to Caa1 from Caa2

12.25% senior secured notes due 2015 -- Caa2 (LGD4, 63%) from
Caa3 (LGD6, 90%)

Ratings Rationale

The upgrade of Edgen Murray Corporation is supported by an
increase in orders driven by significant improvement in the
company's oil and gas end-markets due to increased oil industry
exploration and production activity as well as the build-out of
gathering, storage, processing and distribution infrastructure for
the energy industry. There was an average of 2,360 active North
American rigs drilling for oil and natural gas in the first
quarter of this year, which represents an increase of 9.7%. The
rise in the North American rig count, the continued build out of
global offshore drilling and production facilities, and the
associated increase in upstream, midstream and downstream demand
led to a 67% increase in Edgen Murray's EBITDA to $20 million in
the first quarter versus $12 million last year and resulted in a
14% increase in the company's backlog to $356 million.
Additionally, the company indicated that business conditions
remained positive in the second quarter, which combined with the
healthy backlog should lead to continued growth in revenues and
EBITDA in the short-term.

Moody's believes that recently improved business activity combined
with the recent debt paydown from the proceeds of Edgen Group's
IPO, is likely to result in improved credit metrics over the next
12 months. Moody's expects Edgen Murray to produce revenues of
approximately $1.1 billion and EBITDA of approximately $80 million
including Moody's standard adjustments for operating leases. This
should result in the company's financial leverage declining to
approximately 6.2x debt-to-EBITDA versus 7.6x for the year ending
December 31, 2011 and its (EBITDA-CapExp)/interest expense
increasing to 1.3x from 1.0x last year.

The company's adequate liquidity profile is also supportive of the
ratings. The company had $137.3 million of borrowing availability
under its asset-based revolving credit facility after the $23.8
million debt paydown by Edgen Group in May.

The stable outlook reflects continued gradual improvement in the
company's operating performance resulting in more favorable credit
metrics over the next 12 to 18 months. It also considers the
resilience of the distribution business model, which in a downturn
should benefit from cash generated through reduced working
capital.

An upgrade of Edgen Murray would require maintenance of (EBITDA-
CapExp)/interest above 1.5x on a sustainable basis, a debt-to-
EBITDA ratio below 4.5x and retained cash flow (cash flow before
changes in working capital) greater than 5% of total debt.

A downgrade could be triggered if operating income weakens and
(EBITDA-CapExp)/interest declines below 1.0x or debt-to-EBITDA is
sustained above 7.0x.

The principal methodology used in rating Edgen Murray Corporation
was the Global Distribution & Supply Chain Services Industry
Methodology published in November 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.

Edgen Murray Corporation headquartered in Baton Rouge, Louisiana,
is a leading global distributor of high performance pipe, plate,
valves and related components to upstream, midstream, downstream,
power, civil construction and mining industries from more than 35
global locations. The company generated sales of $912 million in
2011 with approximately 36% of sales generated outside of North
America and approximately 89% of sales exposed to the energy
industry. Edgen Murray Corporation is a subsidiary of Edgen Group
Inc. which is controlled and majority owned by Jefferies Capital
Partners, certain co-investors, and members of senior management.


EDISON MISSION: Board Limits Number of Directors to Seven
---------------------------------------------------------
The sole shareholder and the Board of Directors of Edison Mission
Energy adopted a resolution to amend the Company's Bylaws.  The
amendment: (i) changed the principal executive office address in
Article 1, Section 1.1 to the Company's Santa Ana office location;
(ii) removed the reference to a specific annual meeting day, date
and time from Article II, Section 2.2; and (iii) changed Article
III, Section 3.2 to increase the number of directors on the Board
of the Company from no less than three and no more than nine and
to fix the exact number of authorized directors at seven.

A copy of the Amended Bylaws is available for free at:

                        http://is.gd/l6tW8X

                        About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

As of Dec. 31, 2010, EME's subsidiaries and affiliates owned or
leased interests in 39 operating projects with an aggregate net
physical capacity of 10,979 MW of which EME's pro rata share was
9,852 MW.  At Dec. 31, 2010, EME's subsidiaries and affiliates
also owned four wind projects under construction totaling 480 MW
of net generating capacity.

The Company reported a net loss of $1.07 billion in 2011, compared
with net income of $163 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $8.32 billion
in total assets, $6.66 billion in total liabilities, and
$1.66 billion in total equity.

                            *    *     *

As reported by the TCR on July 4, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Edison Mission
Energy (EME) and its subsidiaries Midwest Generation LLC (Midwest
Gen) and Edison Mission Marketing & Trading Inc. (EMMT), to 'CCC'
from 'CCC+' based on greater refinance risk in 2013 due to lower
cash flow over the medium term and reduced liquidity and greater
potential for corporate restructuring.

In the April 26, 2012, edition of the TCR, Fitch Ratings has
lowered Edison Mission Energy (EME) and Midwest Generation LLC's
(MWG) long-term Issuer Default Ratings (IDRs) to 'CC' from 'B-'.
The lower IDRs for EME and MWG reflect the challenges to the
companies' future solvency and liquidity caused primarily by a
prolonged decline in historic and forward power price curves,
rising operating and capital costs due to environmental
regulations and an unsustainably high debt burden.


EL CENTRO MOTORS: Court Approves Financing Deal With Ford Credit
----------------------------------------------------------------
The U.S. Bankruptcy Court has authorized El Centro Motors, dba
Mighty Auto Parts, to obtain postpetition financing from Ford
Motor Credit Company LLC.

Pursuant to a stipulation, Ford Credit will finance the Debtor's
acquisition of vehicle inventory on a postpetition basis.  The
debt will be secured by a first and paramount security interest
and lien in property of the Debtor.

The Debtor will be held liable for all reasonable fees and out-of-
pocket disbursements incurred postpetition by Ford Credit.

Prior to the petition date, Ford Credit provided financing for the
Debtor's acquisition of vehicle inventory for dealership
operations.  The Debtor owed Ford Credit the principal of
$6,893,720 interest and flat charges of $29,707 under a wholesale
financing agreement.

Separately, the Court approved a stipulation that permits El
Centro Motors to use cash collateral securing the prepetition
obligations to Ford Credit.  The Debtor may use cash collateral in
the ordinary course of its business solely to pay ordinary and
necessary expenditures, in accordance with a budget.

Ford Credit will be granted a post-petition security interest in
and replacement lien upon, subject only to prior non-avoidable
liens, the Debtor's assets and property.  The replacement lien
will serve as adequate protection for the use of the Collateral to
the extent of any diminution of the value of the Collateral.

                      About El Centro Motors

El Centro Motors, dba Mighty Auto Parts, operates a Ford-Lincoln
automobile dealership in El Centro, California.  It filed a
Chapter 11 petition (Bankr. S.D. Calif. Case No. 12-03860) on
March 21, 2012, listing $10 million to $50 million in assets and
debts.  Chief Judge Peter W. Bowie presides over the case.  Krifor
Meshefajian, Esq., at Levene, Neale, Bender, Yon & Brill LLP,
serves as counsel.

The prior owner of the dealership operated the business since
1932.  The business is presently owned by Dennis Nesselhauf and
Robert Valdes.

The Debtor claims that its assets, which include the property
constituting the dealership in El Centro, and new and used
vehicles, have a value of $14 million.  The Debtor owes Ford Motor
Credit Company $4.3 million on a term-loan secured by a first
priority deed of trust against the El Centro property, 380,000 on
a revolving credit line, and $6 million on a flooring line of
credit used to purchase vehicle inventory.  The Debtor also owes
$1.03 million to Community Valley Bank, which loan is secured by a
second priority deed of trust against the property.  In addition
to $3.95 million arbitration award owed to Dealer Computer
Systems, Inc., the Debtor owes $3 million in unsecured debt.

According to a court filing, the dealership generally operated at
a profit, until it suffered the same economic setbacks suffered by
dealerships across the country.  In 2007, the Debtor suffered an
$806,000 loss; in 2008, it had a $4.5 million loss, and in 2009,
it suffered a $957,000 loss.

Dealer Computer Services, which provided the dealer management
system, obtained in November 2001, an arbitration award in the
amount of $3.95 million, following a breach of contract lawsuit it
filed against the Debtor.  DCS has commenced collection efforts
attempting to levy the Debtor's bank accounts and place liens on
its assets.

The Debtor filed for bankruptcy to preserve and maximize the
Debtor's estate for the benefit of creditors, to provide the
Debtor a reprieve from highly disruptive and financially
detrimental collection efforts, and to provide the Debtor an
opportunity to reorganize its financial affairs in as efficient a
manner as possible.


EL CENTRO MOTORS: Can Hire Levene Neale as Lead Bankruptcy Counsel
------------------------------------------------------------------
El Centro Motors, dba Mighty Auto Parts, sought and obtained
permission from the U.S. Bankruptcy Court to employ Levene, Neale,
Bender, Yoo & Brill L.L.P. as general bankruptcy counsel to, among
other things:

   a. advise the Debtor with regard to the requirements of the
      Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the
      Office of the United States Trustee as they pertain to
      the Debtor;

   b. advise the Debtor with regard to certain rights and remedies
      of its bankruptcy estate and the rights, claims and
      interests of creditors;

   c. represent the Debtor in any proceeding or hearing in the
      Bankruptcy Court involving its estate unless the Debtor is
      represented in such proceeding or hearing by other
      special counsel; and

   d. conduct examinations of witnesses, claimants or adverse
      parties and representing the Debtor in any adversary
      proceeding except to the extent that any such adversary
      proceeding is in an area outside of LNBYB's expertise or
      which is beyond LNBYB's staffing capabilities.

Martin J. Brill, Esq., and Krikor J. Meshefejian, Esq., will be
the primary attorneys at LNBYB responsible for the representation
of the Debtor during its Chapter 11 case.

Mr. Brill attests that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

Prior to its Chapter 11 filing, the Debtor paid $10,000 to LNYRB
for legal services in contemplation of and in connection with the
Debtor's Chapter 11 case.  Additionally, prior to its Chapter 11
filing, the Debtor paid an additional retainer of $65,000.  The
Retainers total $75,000.  The Debtor advised LNBYB that the source
of the Retainers was the Debtor's funds.

The firm's rates are:

    Personnel                 Rates
    ---------                 -----
   David W. Levene             $595
   David L. Neale              $595
   Ron Bender                  $595
   Martin J. Brill             $595
   Timothy J. Yoo              $595
   Edward M. Wolkowitz         $595
   David B. Golubchik          $595
   Monica Y. Kim               $565
   Beth Ann R. Young           $565
   Daniel H. Reiss             $565
   Irving M. Gross             $565
   Philip A. Gasteier          $565
   Jacqueline L. James         $510
   Juliet Y. Oh                $510
   Michelle A. Grimberg        $510
   Todd M. Arnold              $510
   Todd A. Frealy              $510
   Anthony A. Friedman         $450
   Carmela T. Pagay            $450
   Krikor J. Meshefejian       $400
   John-Patrick M. Fritz       $400
   Gwendolen D. Long           $375
   Lindsey L. Smith            $300
   Paraprofessionals           $195

                      About El Centro Motors

El Centro Motors, dba Mighty Auto Parts, operates a Ford-Lincoln
automobile dealership in El Centro, California.  It filed a
Chapter 11 petition (Bankr. S.D. Calif. Case No. 12-03860) on
March 21, 2012, listing $10 million to $50 million in assets and
debts.  Chief Judge Peter W. Bowie presides over the case.  Krifor
Meshefajian, Esq., at Levene, Neale, Bender, Yon & Brill LLP,
serves as counsel.

The prior owner of the dealership operated the business since
1932.  The business is presently owned by Dennis Nesselhauf and
Robert Valdes.

The Debtor claims that its assets, which include the property
constituting the dealership in El Centro, and new and used
vehicles, have a value of $14 million.  The Debtor owes Ford Motor
Credit Company $4.3 million on a term-loan secured by a first
priority deed of trust against the El Centro property, 380,000 on
a revolving credit line, and $6 million on a flooring line of
credit used to purchase vehicle inventory.  The Debtor also owes
$1.03 million to Community Valley Bank, which loan is secured by a
second priority deed of trust against the property.  In addition
to $3.95 million arbitration award owed to Dealer Computer
Systems, Inc., the Debtor owes $3 million in unsecured debt.

According to a court filing, the dealership generally operated at
a profit, until it suffered the same economic setbacks suffered by
dealerships across the country.  In 2007, the Debtor suffered an
$806,000 loss; in 2008, it had a $4.5 million loss, and in 2009,
it suffered a $957,000 loss.

Dealer Computer Services, which provided the dealer management
system, obtained in November 2001, an arbitration award in the
amount of $3.95 million, following a breach of contract lawsuit it
filed against the Debtor.  DCS has commenced collection efforts
attempting to levy the Debtor's bank accounts and place liens on
its assets.

The Debtor filed for bankruptcy to preserve and maximize the
Debtor's estate for the benefit of creditors, to provide the
Debtor a reprieve from highly disruptive and financially
detrimental collection efforts, and to provide the Debtor an
opportunity to reorganize its financial affairs in as efficient a
manner as possible.


EL CENTRO MOTORS: Wants to Hire Rogers Clem & Co. as Accountants
----------------------------------------------------------------
El Centro Motors, dba Mighty Auto Parts, asks the U.S. Bankruptcy
Court for permission to employ Rogers, Clem & Company as
accountants to assist with the preparation of tax returns and
related services.

Scott M. Biehl, CPA, attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm's hourly rates are:

   Professional                        Rates
   ------------                        -----
   Scott M. Biehl                        $300
   Michael Will                          $125
   Accountants/Staff                 $75-$300

                      About El Centro Motors

El Centro Motors, dba Mighty Auto Parts, operates a Ford-Lincoln
automobile dealership in El Centro, California.  It filed a
Chapter 11 petition (Bankr. S.D. Calif. Case No. 12-03860) on
March 21, 2012, listing $10 million to $50 million in assets and
debts.  Chief Judge Peter W. Bowie presides over the case.  Krifor
Meshefajian, Esq., at Levene, Neale, Bender, Yon & Brill LLP,
serves as counsel.

The prior owner of the dealership operated the business since
1932.  The business is presently owned by Dennis Nesselhauf and
Robert Valdes.

The Debtor claims that its assets, which include the property
constituting the dealership in El Centro, and new and used
vehicles, have a value of $14 million.  The Debtor owes Ford Motor
Credit Company $4.3 million on a term-loan secured by a first
priority deed of trust against the El Centro property, 380,000 on
a revolving credit line, and $6 million on a flooring line of
credit used to purchase vehicle inventory.  The Debtor also owes
$1.03 million to Community Valley Bank, which loan is secured by a
second priority deed of trust against the property.  In addition
to $3.95 million arbitration award owed to Dealer Computer
Systems, Inc., the Debtor owes $3 million in unsecured debt.

According to a court filing, the dealership generally operated at
a profit, until it suffered the same economic setbacks suffered by
dealerships across the country.  In 2007, the Debtor suffered an
$806,000 loss; in 2008, it had a $4.5 million loss, and in 2009,
it suffered a $957,000 loss.

Dealer Computer Services, which provided the dealer management
system, obtained in November 2001, an arbitration award in the
amount of $3.95 million, following a breach of contract lawsuit it
filed against the Debtor.  DCS has commenced collection efforts
attempting to levy the Debtor's bank accounts and place liens on
its assets.

The Debtor filed for bankruptcy to preserve and maximize the
Debtor's estate for the benefit of creditors, to provide the
Debtor a reprieve from highly disruptive and financially
detrimental collection efforts, and to provide the Debtor an
opportunity to reorganize its financial affairs in as efficient a
manner as possible.


EMPRESAS INTEREX: Nears DIP Financing, Wants Exclusivity Extension
------------------------------------------------------------------
Empresas Interex Inc. asks the U.S. Bankruptcy Court to grant a
90-day extension of the deadline to file a Chapter 11 plan and
disclosure statement.

The Debtor says it needs an extension until Sept. 30, 2012, to
conclude the paperwork to be filed with the Court for postpetition
financing and obtain the Court's approval regarding the financing
and file its Disclosure statement and Plan.  Absent an extension,
the deadline was to expire July 2.

The Debtor said it is currently in the process of obtaining
postpetition financing from its parent corporation, Interamerican
University of Puerto Rico, which will allow the Debtor to complete
the development, construction, and sale of its residential housing
project at Arecibo, Puerto Rico, known as Ciudad Atlantis and bale
to reorganize.

Therefore, it is indispensable for the Debtor to obtain the
aforementioned post-petition financing prior to the filing of its
disclosure statement and plan, the Debtor's counsel says.

San Juan, Puerto Rico-based Empresas Interex Inc. filed for
Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 11-10475) on
Dec. 7, 2011.  Bankruptcy Judge Mildred Caban Flores presides
Over the case.  The company posts $11,412,500 in assets and
US$9,335,561 in liabilities.


ENDEAVOUR INT'L: S&P Assigns 'B-' CCR; Rates 1st Lien Notes 'CCC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Houston-based Endeavour International Corp.
(Endeavour). The outlook is stable.

"At the same time, we assigned our 'CCC' issue rating and '6'
recovery rating to Endeavour's $350 million first-lien notes due
2018. The '6' recovery rating indicates our expectation of
negligible (0% to 10%) recovery for lenders in the event of a
default," S&P said.

"We also assigned our 'CCC' issue rating and '6' recovery rating
to Endeavour's $150 million second-lien notes due 2018. The '6'
recovery rating indicates our expectation of negligible (0% to
10%) recovery for lenders in the event of a default," S&P said

The company used the proceeds from its bond offering (which were
recently released from escrow) to acquire assets in the North Sea
from ConocoPhillips (A/Stable/A-1) and to repay its senior term
loan.

"The ratings on Endeavour reflect our assessment of the company's
'vulnerable' business risk and 'highly levered' financial risk,"
said Standard & Poor's credit analyst Stephen Scovotti. "The
ratings on Endeavour incorporate its small reserve and production
base, its geographic focus on the North Sea, and its participation
in the competitive and highly cyclical oil and gas industry. The
ratings on the company also reflect its strong reserve replacement
metrics and liquidity that should enable the company to fund its
2012 and 2013 capital expenditures. In addition, given the current
price of hydrocarbons, it is highly favorable that the company's
reserves are focused on oil and the majority of its gas assets are
in the North Sea, which has much higher natural gas prices than
natural gas in the U.S."

"Endeavour expects most of its growth for the remainder of 2012 to
come from the Apache-operated Bacchus field in the U.K. North Sea.
The Bacchus field is significant for Endeavour as the company
expects the field to add approximately 4,000 barrels of oil
equivalent per day once it ramps up production. The first well
came online in the second quarter of 2012 with the remaining two
wells to come on line late this year and in early 2013," S&P said.

"The U.K. North Sea remains the priority for Endeavour in 2012. We
expect capital expenditures will total $175 million to $200
million with approximately $150 million budgeted for the North
Sea, specifically the Greater Rochelle Development, the Bacchus
field, and the Alba field. Nonetheless, the company has interests
and acreage in various U.S. plays, particularly the Haynesville
and Marcellus. Although those two plays have helped diversify
Endeavour's reserves and production, they tend to be natural
gas-heavy, which, amid currently poor natural gas prices, is
unlikely to help significantly with cash flow in the near term,"
S&P said.

"Reserve replacement has been favorable for Endeavour, with a good
three-year average from all sources of 487%. The company is able
to grow organically, with three-year internal reserve replacements
(including revisions) of 637%," S&P said.

"Endeavour does not operate many of its producing fields. As a
result, the company has less control over the timing and
development efforts, including capital spending and operating
costs. Cash costs (lease-operating expense, production taxes,
general and administrative expense) of about $3.97/mcfe in the
first quarter of 2012 were slightly higher than average for E&P
companies we rate in the 'B' category because of higher-than-
normal general and administrative expense. Endeavour's three-year
all-source finding and development costs were approximately $3.15/
mcfe, which was average for E&P companies we rate in the 'B'
category," S&P said.

"The stable outlook reflects our expectations that Endeavour will
significantly increase production with the incremental production
from its Bacchus and Greater Rochelle projects and maintain
adequate liquidity. An upgrade is possible if Endeavour can
increase its relatively small reserve base while maintaining its
liquidity. We would consider upgrading the company if it
successfully brings its remaining Baccus wells (one of three wells
currently online) and Greater Rochelle field on line and increases
reserves to greater than 50 mmboe while increasing the percentage
of proved developed reserves to greater than 60%. We could lower
the rating if, contrary to our expectation, liquidity falls below
$50 million," S&P said.


ENDURANCE INT'L: S&P Keeps B/CCC+ Ratings on $275MM Upsized Loans
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its issue and recovery
ratings on Endurance International Group Inc.'s incremental first-
lien term loan and second-lien term loan remain unchanged after
the company upsized its loans. It upsized its incremental first-
lien term loan by $35 million to a total $135 million and its
second-lien term loan by $15 million to a total of $140 million.
This brings the total first- and second-lien term loan offering,
excluding $75 million of unfunded revolving facility, to $810
million from $760 million and has a modest impact on overall
leverage.

"We assigned a 'B' issue rating with the recovery rate of '3' to
the company's incremental first-lien term loan and a 'CCC+' issue
rating with a recovery rate of '6' to its second-lien term loan on
June 27, 2012, after the company announced its intention to
acquire HostGator," S&P said.

"Our 'B' corporate credit rating and stable outlook remain
unchanged. Pro forma for the acquisition, we estimate the
company's ratio of free operating cash flow to debt to be around
9% by the end of 2012. We estimate that debt to adjusted EBITDA,
for the full year 2012 is likely to be under 7x compared with
16x in 2011," S&P said.

Ratings List

Endurance International Group Inc.
Corporate Credit Rating               B/Stable/--
$135 mil. 1st-lien incremental tm ln  B
   Recovery Rating                     3
$140 mil. 2nd-lien term loan          CCC+
   Recovery Rating                     6


EXTENDICARE REAL: Moody's Withdraws 'B1' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service withdrew its B1 corporate family rating
for Extendicare Real Estate Investment Trust.

Ratings Rationale

Moody's has withdrawn the rating for its own business reasons.

The following rating was withdrawn:

Extendicare Real Estate Investment Trust -- corporate family
rating at B1

The last rating action on Extendicare was on May 29, 2012 when the
rating was affirmed with a stable outlook.

On July 1, 2012, Extendicare Real Estate Investment Trust
converted from an income trust structure to a corporate structure
pursuant to a plan of arrangement and the newly named company is
called Extendicare Inc. Extendicare is a provider of long-term and
post-acute senior care services in the United States and Canada.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.


FIBERTOWER CORP: Plan Wipes Out Unsecureds, Shareholders
--------------------------------------------------------
FiberTower Corporation and its subsidiaries, which filed for
Chapter 11 protection (Bankr. N.D. Tex. Case Nos. 12-44027 to
12-44031) on July 17, 2012, have a plan support agreement with
secured noteholders.

The Plan Support Agreement will be terminated if:

   -- the Debtors fail to commence the Chapter 11 cases and file a
      Plan on or before July 18, 2012;

   -- The Debtors fail to file a motion seeking approval of the
      Disclosure Statement on or before 45 days following the
      Petition Date;

   -- Approval of the Disclosure Statement is not obtained on or
      before 90 days following the Petition Date;

   -- An order confirming the Plan is not entered on or before 145
      Days following the Petition Date.

   -- The effective date of the Plan has not occurred on or before
      240 days following the Petition Date.

Based in San Francisco, California-FiberTower Corporation is a
provider of facilities-based backhaul services to wireless
carriers.  As of the Petition Date, the Debtors provide hybrid
fiber-fixed wireless service to 5,390 customer locations at 3,188
deployed sites in 13 markets throughout the U.S.

As of June 30, 2012, the Debtors' books and records reflected
total combined assets, at book value, of $188 million and total
liabilities of $211 million.   For the six months ending June 30,
2012, the Debtors had total revenue of $33 million.

Kurt Van Wagenen, president and CEO, said in a court filing that
the Debtors' preliminary valuation work shows that the Debtors'
enterprise value is materially less than $132 million -- the
approximate amount of the 2016 notes outstanding as of the
Petition Date.  The Debtor owes $13 million in principal under 9%
senior secured notes due 2016 that it issued in December 2009 to
restructure its balance sheet.  There is also $37 million
principal amount outstanding under certain 9% senior secured
convertible notes due 2012 that were issued in 2006.

The Plan Support Agreement has been executed by holders of the
2016 Notes who in the aggregate hold approximately 65% of the
outstanding principal amount of the notes.

In summary, the proposed plan negotiated with the holders of 2016
notes provides that holders of 2016 secured notes issued by
FiberTower Corp. will have their claims allowed in the amount of
$132.0 million plus interest and fees and will receive (i) 100% of
the New FiberTower common stock , and (ii) 100% of the equity in
the debtor-subsidiaries.

Holders of 2012 notes, general unsecured claims estimated to total
$30 million, and equity interests in FiberTower Corp. will not
receive any property under the Plan.  They are deemed to reject
the Plan.

Only the 2016 noteholders are voting on the Plan.

The Debtors have shared financial projections for the next five
years:

      $ in 000s        2013      2014    2015     2016     2017
                       ----      ----    ----     ----     ----
Total Net Revenue     $22,733  $17,120  $22,837  $29,109  $32,502
EBITDA                   $625   $1,673   $5,988  $10,611  $15,139
Ending Cash            $4,986   $4,395   $9,285  $18,800  $32,003

The Company said in a statement that the Plan will eliminate the
Company's long-term debt enabling the Company to emerge from
bankruptcy as a stronger business.

During the Chapter 11 process, the Company intends to run
"business as usual" and will (i) operate its backhaul network;
(ii) pay "post-petition" vendors, suppliers and other business
partners for goods and services provided; and (iii) pay employees'
wages and salaries and maintain current medical, dental, life
insurance, disability and other benefits.

The Company has reached a consensual agreement with the Ad Hoc
Group to use cash collateral.

FTI Consulting Inc. is the financial advisor to the Debtors.
Attorneys at Andrews Kurth LLP serve as counsel to the Debtors.


FIBERTOWER CORP: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: FiberTower Corporation
        2613 Gravel Drive
        Forth Worth, TX

Bankruptcy Case No.: 12-44029

Affiliates that simultaneously filed Chapter 11 petitions:

  Debtor                           Case No.
  ------                           --------
FiberTower Network Services Corp.  12-44027
FiberTower Licensing Corp.         12-44030
FiberTower Spectrum Holdings LLC   12-44031

Type of Business: FiberTower Corporation provides facilities-based
                  backhaul services to wireless carriers in the
                  U.S.

Chapter 11 Petition Date: July 17, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtors'
Counsel:    Jason S. Brookner, Esq.
            ANDREWS KURTH LLP
            1717 Main St.
            Suite 3700
            Dallas, TX 75201
            Tel: (214) 659-4457
            Fax: (214-659-4829
            E-mail: jbrookner@akllp.com

Debtors'
Special
FCC
Counsel:    HOGAN LOVELLS

               -- and --

            WILLKIE FARR AND GALLAGHER LLP

Debtors'
Financial
Advisor:    FTI CONSULTING

Debtors'
Claims and
Noticing
Agent:      BMC GROUP, INC.

Total Assets: $188 million as of June 30, 2012

Total Liabilities: $211 million as of June 30, 2012

The petitions were signed by Kurt J. Van Wagenen, president.

Debtors' Consolidated List of Their 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim   Claim Amount
        ------                     ---------------   ------------
US Bank, NA                        2012 Note Debt    $37,046,441
Indenture Trustee for the Debtors
9.00% Convertible Senior Secured
Notes due 2012
60 Livingston Avenue
St. Paul, MN 55107
E-mail: susan.jacobsen2@usbank.com

Ernst & Young                      Vendor               $459,200
560 Mission Street, Suite 1600
San Francisco, CA 94105-2907
E-mail: glenn.chadbourne@ey.com

Fiberlight                         Vendor               $434,899
11700 Great Oaks Way
Suite 100
Alpharetta, GA 30022
E-mail: susan.eulberg@fiberlight.com

Light Tower Fiber LLC              Vendor               $405,317
P.O. Box 30279
New York, NY 10087-0279
E-mail: billing@lightower.com

Zayo Bandwidth                     Vendor               $283,675
400 Centennial Parkway, Suite
200
Louisville, CO 80027
E-mail: billing@zayo.com

SpectraSite Tower Leasing South    Vendor               $267,619
P.O. Box 751760
Charlotte, NC 28275-1760
E-mail: james.long@americantower.com

Cingular Wireless - Site Rent      Vendor               $204,759
8645 154th Avenue
NE RTC 3
Redmond, WA 98073-9779
E-mail: ad8554@att.com

Time Warner                        Vendor               $196,542
P.O. Box 223085
Pittsburgh, PA 15251-2085
E-mail: darin.zirkle@twcable.com

Global Signal Acquisitions II LLC  Vendor               $194,947
P.O. Box 403551
Atlanta, GA 30384-3551
E-mail: mtorres@gtpsites.com

Ceragon Networks, Inc.             Vendor               $164,175
10 Forest Avenue
Paramus, NJ 07652
rachel.mansour@ceragon.com

Level 3                            Vendor               $126,979
1025 Eldorado Boulevard
Dept 182
Denver, CO 80291-0182
E-mail: accounts.receivables@level3.com

HELPCOmm, INC.                     Vendor               $115,253
8760 Virginia Meadows Drive
Manassas, VA 20109
E-mail: corey@helpcomm.com

FPL FiberNet                       Vendor               $113,162
9250 West Flagler Street
Miami, Florida 33174
E-mail: fpln_billing@fpl.com

US Signal                          Vendor               $106,405
201 Ionia Avenue SW
Grand Rapids, MI 49503
E-mail: jmitts@ussignal.com

Phonoscope                         Vendor                $94,689
6105 Westline Drive
Houston, TX 77036
E-mail: accounting@phonoscope.com

American Tower Corp.               Vendor                $76,546
10 Presidential Way
Suite 1
Woburn, MA 01801
E-mail: james.long@americantower.com

TEK Systems                        Vendor                $63,276
P.O. Box 198568
Atlanta, GA 30384-8568
E-mail: kevlynch@teksystems.com

Accruent LLC                       Vendor                $63,060
10801-2 N Mopac Expressway
Suite 400
Austin, TX 78759-5458
E-mail: apeschong@accruent.com

Buckeye TeleSystems, Inc.          Vendor                $54,377
P.O. Box 94536
Cleveland, OH 44101-4536
E-mail: qjefferson@telesystem.us

First Telecom Services LLC         Vendor                $53,594
2561 Bernville Road
Reading, PA 19612-5164
E-mail: jbrocklesby@firstcomm.com

Connectivity Solutions, Inc.       Vendor                $52,600
103 A Carpenter Drive
Sterling, VA 20164
E-mail: noelle@csiva.net

NEC Corporation of America         Vendor                $51,510
Radio Communications Systems
6535 N. State Hwy. 161
Irving, TX 75039-2402
E-mail: candace.choy@necam.com

AboveNet Communications, Inc.      Vendor                $51,253
P.O. Box 79006
City of Industry, CA 91716-9006
E-mail: abovenet_billing@above.net

Fibergate                          Vendor                $49,080
6076 Franconia Road, Suite C
Alexandria, VA 22310
E-mail: hmarkis@fibergate.com

MCC/China Basin - 3rd              Vendor                $46,951
Amendment
Dept # 2113
P.O. Box 39000
San Francisco, CA 94139-2113
E-mail: jaa@mccarthycook.com

Sidera Networks, LLC               Vendor                $46,163
55 Broad Street
New York, NY 10004
E-mail: janet.downie@sidera.net

Network Building & Consulting,     Vendor                $45,549
LLC
7380 Coca Cola Drive
Suite 106
Hanover, MD 21076
E-mail: dshelah@nbcllc.com

Verizon Business                   Vendor                $42,647
20855 Stone Oak Parkway
San Antonio, TX 78258
E-mail: jeannie.kirk@verizon.com

Cox Communications                 Vendor                $41,884
Attn: Cox Access Billing
P.O. Box 105339
Atlanta, GA 30348-5339
E-mail: gertrude.jones@cox.com

syncreon Technology USA LLC       Vendor                 $41,588
dba nal.syncreon
1200 Green Briar Drive
Addison, IL 60101
E-mail: lisa.moser@nal.syncreon.com


GEO POINT: Hansen Barnett Raises Going Concern Doubt
----------------------------------------------------
Geo Point Technologies, Inc., filed its annual report on Form 10-K
for the fiscal year ended March 31, 2012.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah,
expressed substantial doubt about Geo Point's ability to continue
as a going concern.  The independent auditors noted that the
Company has incurred significant losses and negative cash flows
from operating activities since inception, has negative working
capital and an accumulated deficit, is in default on certain debt,
and is dependent on additional debt or equity financing in order
to continue its operations.

The Company reported a net loss of $2.42 million on $372,698 of
revenues in fiscal 2012, compared with a net loss of $793,136 on
$1.06 million of revenues in fiscal 2011.

The Company's balance sheet at March 31, 2012, showed
$4.86 million in total assets, $3.41 million in total liabilities,
and stockholders' equity of $1.45 million.

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

                       http://is.gd/o9Tlfy

Geo Point Technologies, Inc., headquartered in Salt Lake City, was
formed as a DBA of its founder, William Lachmar, in 1997 and then
incorporated under the laws of California in 2002.  In
October 2006, the Company changed its state of incorporation from
California to Utah by merging with its wholly owned Utah
subsidiary formed for that purpose.  In May 2010, it entered into
a share exchange agreement by which it acquired Sinur Oil LLP, a
Kazakh oil refining company with operations in southern
Kazakhstan.

Previous to the acquisition, the Company's primary efforts had
been in its  environmental division, providing historical site
data searches, preliminary investigation and drilling, site
characterization modeling, regulatory agency liaison, and full
environmental clean-ups using such methods as vapor extraction,
air sparging, bio-remediation, ORC (Oxygen Release Compound) and
HRC (Hydrogen Release Compound) injection treatment, air
stripping, and ionic exchange.

Its engineering division has provided consulting and compliance
services for new utility installation and general site erosion
control for housing tracts and updating service station
underground storage tanks and dispensing systems to comply with
continually changing C.A.R.B. (California Air Resources Board)
regulations.

Its petroleum geology division has not promoted its services to
customers but has been engaged in research and development of
hydrocarbon-indicating methods and technology.

The Company is now in the process of shifting its focus to oil
refining activities.  To carry out this transition, it will
continue the operations of its other divisions until such time as
the oil refining division is generating sufficient revenue to be
self-sustaining.  At that point, the Company will evaluate whether
or not to continue the operations of its environmental,
engineering, and petroleum geology divisions or to focus all of
its resources on its petroleum refining division.

The Company intends to continue to operate and expand its oil
refining facility located in Karatau, Kazakhstan.  The refinery is
designed to process crude oil into diesel, gasoline, and mazut, a
fuel oil.  It currently sells the refined products domestically,
and once current export restrictions are lifted, it intends to
export them to the surrounding region as well.


GILCHRIST ENTERPRISES: Case Summary & 2 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Gilchrist Enterprises LLC
        P.O. Box 12152
        Norfolk, VA 23541

Bankruptcy Case No.: 12-73054

Chapter 11 Petition Date: July 17, 2012

Court: United States Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Frank J. Santoro

Debtor's Counsel: Cullen Drescher Speckhart, Esq.
                  Kelly Megan Barnhart, Esq.
                  ROUSSOS, LASSITER, GLANZER & BARNHART
                  580 E. Main Street, Suite 300
                  Norfolk, VA 23510
                  Tel: (757) 622-9005
                  Fax: (757) 624-9257
                  E-mail: speckhart@rlglegal.com
                          barnhart@rlglegal.com

Scheduled Assets: $1,906,357

Scheduled Liabilities: $923,353

A copy of the Company's list of its two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb12-73054.pdf

The petition was signed by Damon B. Sutton, member, manager.


HARLAND CLARKE: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
San Antonio, Texas-based Harland Clarke Holdings Corp. (HCHC) to
negative from stable, and affirmed the 'B+' corporate credit
rating. "We affirmed our 'B+' issue-level rating on the $250
million senior secured note due 2018. The recovery rating on this
debt remains '3', indicating our expectation of meaningful (50%-
70%) recovery for lenders in the event of a payment default," S&P
said.

"The rating outlook revision to negative reflects HCHC's still-
significant debt maturities in 2014 and 2015, and the risk that
cash flow and interest coverage could be meaningfully reduced if
it refinances these maturities," said Standard & Poor's credit
analyst Tulip Lim. "It also reflects second-quarter operating
guidance, which was below our expectations."

"The 'B+' rating on HCHC reflects our expectation that leverage
will remain high over the next few years; that check printing will
remain in long-term decline; and that the financial policy of
HCHC's parent, private-equity investor M&F Worldwide Corp. (MFW),
will remain aggressive. HCHC's financial policy and that of MFW,
combined with HCHC's high leverage, are the principal reasons we
consider its financial risk profile to be 'aggressive'. HCHC's
business risk profile is 'weak,' based on its exposure to a
secular shift from printed check usage to alternative forms of
payment. We believe these dynamics will result in organic revenue
declining at a low-single-digit percentage rate over the near
term," S&P said.


HOTI ENTERPRISES: Lender's Reorganization Plan Declared Effective
-----------------------------------------------------------------
The effective date of the Chapter 11 Plan of Reorganization for
Hoti Enterprises, LP and Hoti Realty Management Co., Inc.,
occurred July 2, 2012, and the Plan was consummated.

Plan proponent GECMC 2007 C-1 Burnett Street, LLC, obtained
confirmation of the Third Modified Chapter 11 Plan of
Reorganization for the Debtors' on June 19.

Administrative claims, priority tax claims and receiver claims are
paid in full under the Plan.

Under the Plan, GECMC will be entitled to the rights in the
Debtor's Apartment complex in Brooklyn, New York, certain
avoidance actions in respect of GECMC's secured claim in the
amount of $40.73 million.

Holders of secured claims junior in priority to GECMC's claims
(Class 3), general unsecured claims (Class 4) and subordinated
510(b) claims (Class 5) are not receiving any distribution and are
deemed to reject the Plan.  Holders of equity interests (Class 6)
are also not receiving anything.

Only GECMC, which proposed the Plan, was entitled to vote on the
Plan as the general unsecured creditors and equity holders were
deemed to reject the Plan.

Various objections were filed by (i) the Debtors, (ii) Barbara
Odwak, Esq., the court-appointed receiver for the Debtors'
property, (iii) Victor Dedvukaj and other general partners of the
Debtors, (iv) Carl Person, and (v) the Internal Revenue Service.

Judge Robert Drain confirmed the Plan despite the impairment and
non-acceptances by creditors and interest holders.  In his
findings of fact and conclusions of law and order confirming the
Plan, the judge said, "The Plan does not discriminate unfairly and
is fair and equitable with respect to Classes 3, 4, 5, and 6, as
required by section 1129(b)(1) of the Bankruptcy Code. No Holder
of a Claim or Interest junior to Classes 3, 4, 5, and 6 will
receive or retain any property on account of such Claim or
Interest, and any Interest has no value."

According to a notice, all professionals seeking compensation for
services rendered and reimbursement of expenses are required to
submit final applications by Aug. 1, 2012.  The receiver is also
required to submit her final application for allowance of receiver
claims by Aug. 1, 2012.

A copy of the Plan is available at:

         http://bankrupt.com/misc/Hoti_GECMC_3rd_Plan.pdf

GECMC is represented by:

         George B. South III, Esq.
         Daniel G. Egan, Esq.
         DLA PIPER LLP (US)
         1251 Avenue of the Americas
         New York, NY 10020-1104
         Tel: (212) 835-6000
         Fax: (212) 835-6001

                     About Hoti Enterprises

Harrison, New York-based Hoti Enterprises, LP, is a single asset
real estate holding company that owns an apartment complex located
at 2801 Fillmore Avenue, 3001 Avenue R and 2719 Fillmore Avenue --
collectively, known as 1865 Burnett Street -- in Brooklyn, New
York.  Hoti Realty Management Co., Inc., was in the business of
owning and operating a management company that managed the
apartment complex.

Hoti filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 10-24129) on Oct. 12, 2010.  Hoti Enterprises estimated
its assets and debts at $10 million to $50 million.

Tanya Dwyer, Esq., at Dwyer & Associates, LLC, in New York,
represents the Debtors as counsel.

A receiver of rents was appointed against Hoti Enterprises pre-
bankruptcy pursuant to a foreclosure proceeding commenced by GECMC
2007-C-1 Burnett Street, Hoti's mortgagee and largest secured
creditor.

No Official Committee of Unsecured Creditors has been appointed in
the case.


INDIANAPOLIS DOWNS: Wins Court OK to Settle $50MM Contract Claims
-----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that resolving a dispute
that had plagued its bankruptcy from the outset, Indianapolis
Downs LLC won court approval Tuesday for a settlement that
dispenses with some $50 million in contract and trademark
licensing claims from the horse track and casino operator's former
management company.

At a court hearing, U.S. Bankruptcy Judge Brendan L. Shannon
cleared the $3.5 million settlement with two Cordish Co. units
that have been locked in fierce litigation with Indianapolis Downs
for months over a casino management contract and trademark
licensing, according to Bankruptcy Law360.

                     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.


INVESTORS LENDING: Committee to File Competing Plan
---------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Investors Lending Group LLC, intends to file its
bankruptcy plan for the Debtor, saying the Debtor's plan is
"unconfirmable".

"The Unsecured Creditors Committee will file a plan shortly," the
Committee's lawyer, C. James McCallar, Jr., Esq., at the McCallar
Law Firm, said in an e-mail to the Troubled Company Reporter.

Judge Lamar W. Davis Jr. resumed hearings on the disclosure
statement explaining the Debtor's Chapter 11 plan on July 6.

Aside from the Committee, objections to the Disclosure Statement
have been filed by The Bank of the Ozarks, and the Effingham
County Tax Commissioner.

According to Mr. McCallar, the Debtor has not yet obtained
approval of the Disclosure Statement.  Approval of the disclosure
statement would have allowed the Debtor to begin balloting and
seek a confirmation hearing on the Plan.

                         Committee Objection

In a document filed last month, the Creditors Committee says that,
notwithstanding a second amendment to the disclosure statement,
the document still cannot be approved because it does not provide
adequate information which would allow a hypothetical investor of
the unsecured class to make an informed judgment about the plan as
required by 11 U.S.C. Sec. 1125.

The Committee also says in its objection dated June 22, 2012, that
the Chapter 11 Plan as currently proposed cannot be confirmed.

The Committee says the Plan does not satisfy the absolute priority
rule as set forth in 11 U.S.C. Sec. 1129, which would require
payment in full of all unsecured claims unless such class agreed
to a lesser treatment.

The U.S. Trustee and the Committee have complained that the Plan
does not provide that unsecured claims will be paid in full with
interest.  On the other hand, the current owner of the Debtor LLC
will retain her 100% ownership interest in the business without
contributing any new value.

The Debtor is not allocating all of its disposable income to the
payment of unsecured claims, the Committee points out.

The creditors group complains that the Debtor has failed to
disclose:

   a. 47% of tenants are behind on their rental payments;

   b. 51% of rentals are properties which serve as collateral of
      the four secured creditors in this case;

   c. the Debtor is incurring a loss of over $10,000 each month on
      the properties which serve as collateral of the secured
      creditors in this case;

   d. rental income has been averaging approximately $18,000 per
      month. Per the schedules, collections should be closer to
      $27,000 per month.

Donald F. Walton, the U.S. Trustee, has withdrawn his objection to
the Disclosure Statement.  Mr. Walton said that his objections
were resolved by the Third Amendment to the Disclosure Statement.

                        The Chapter 11 Plan

As reported in the Troubled Company Reporter, the Debtor filed a
Chapter Plan dated Feb. 17, 2012, that contemplates that the
Debtor will continue the operation of the business.  According to
the disclosure statement filed simultaneously with the Plan,
unsecured creditors, classified under Class 5, will have two
options for treatment of their claims:

   (1) Creditors will receive a total dividend of 16% of their
       Allowed Claim, in full and complete satisfaction of the
       same.  They will be paid a pro-rata share of $800,000,
       15 months from the Effective Date, and every 12 months
       thereafter on the anniversary date of the first payment,
       until the 16% dividend has been paid.  The length of time
       required to satisfy those creditors who choose the Option 1
       will depend on the number of creditors who choose Option 1
       and the total amount of those creditors' claims.  The
       Debtor estimates the pay-out period to be between 15 and 39
       months from the Effective Date.

   (2) Creditors who select this option will receive a total
       dividend of 33% of their Allowed Claim, to be paid 60
       months after the Effective Date, in full and complete
       satisfaction of those claims.

No interest will be paid on any Class 5 Claim.

The Debtor on May 31, 2012, filed a third amendment to the
Disclosure Statement.  Among other things, at the behest of the
U.S. Trustee, the amendment added this language in the
introduction of the Disclosure Statement:

    "THE PLAN OF REORGANIZATION PROPOSED BY INVESTORS
     LENDING GROUP, LLC, CANNOT BE CONFIRMED IF THE UNSECURED
     CREDITOR CLASS VOTES TO REJECT IT."

A copy of the Feb. 17 Disclosure Statement is available for free
at http://bankrupt.com/misc/INVESTORS_LENDING_ds.pdf

A copy of the May 31 amendment to the Disclosure Statement is
available at http://bankrupt.com/misc/Investors_Lending_3rd_DS.pdf

A fourth amendment to the Disclosure Statement filed June 26,
2012, only provides that the Debtor will file objections to
disputed claims on or before July 6, 2012, and all provisions in
of the Disclosure Statement remain as set forth.

                        About Investors Lending

Based in Savannah, Georgia, Investors Lending Group LLC filed for
Chapter 11 (Bankr. S.D. Ga. Case No. 11-41963) on Sept. 21, 2011.
Judge Lamar W. Davis Jr. presides over the case.  James L. Drake,
Jr. P.C., acts as counsel to the Debtor.  The Debtor scheduled
assets of $14,197,900 and debts of $18,634,570.  The petition was
signed by Isaac L. Rabhan, CEO/assistant manager.

C. James McCallar, Jr., Esq., and Tiffany E. Caron, Esq., at
McCallar Law Firm, in Savannah, Georgia, represent the Official
Committee of Unsecured Creditors.


J2 GLOBAL: S&P Gives 'BB-' Corporate Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Los Angeles-based j2 Global Inc. The outlook is
stable.

"We also assigned a 'BB-' issue-level rating and a '3' recovery
rating to j2's proposed rule 144A privately placed $250 million
senior unsecured notes due 2020. The '3' recovery rating indicates
our expectation of meaningful (50%-70%) recovery in the event of a
payment default by the borrower," S&P said.

The company will use proceeds from the borrowing for general
corporate purposes, including financing of additional acquisitions
and enhancing financial flexibility.

"The ratings on j2 reflect our assessment of the company's
business risk profile as 'weak' and its financial risk profile as
'intermediate,'" S&P said.

"We base these assessments on j2's position in a fairly narrow
segment of the cloud-based services market, its heavy reliance on
one product for a significant portion of its revenues, and its
exposure to technology risks," explained Standard & Poor's credit
analyst Jacob Schlanger. "Offsetting some of these issues are a
stable and growing revenue base, strong cash flow generation
capabilities, and low leverage for the rating."

The company is a provider of cloud-based enhanced communication
and messaging services, primarily to small and midsized businesses
(SMBs). Core services include online fax services (which provides
approximately 80% of total revenues), virtual voice products,
hosted email, email marketing, online backup, and unified
communications.

"The outlook is stable, reflecting the company's steady and
growing revenue base and good cash flow generation. However, if
margins decline because of competitive pressures or alternative
technologies becoming available, or if a major acquisition causes
leverage to rise above 3x, we could lower the rating," S&P said.

"Given the current business risk profile, we do not foresee an
upgrade over the next 12-18 months. However, over the longer term,
if acquisitions provide a more diverse earnings stream while
maintaining the current financial profile, we could consider
raising the rating," S&P said.


JEDD LLC: Files Schedules of Assets and Liabilities
----------------------------------------------------
Jedd LLC has filed with the Bankruptcy Court for the Middle
District of Tennessee its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,279,570
  B. Personal Property            $1,098,212
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,681,933
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $68,726
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,943,880
                                 -----------      -----------
        TOTAL                    $13,377,782      $13,694,539

A full text copy of the schedules assets and liabilities is
available free at:

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

JEDD LLC filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No.
12-05701) on June 20, 2012 in Cookeville, Tennessee.  Deaver Hiatt
Collins, Esq., and Thomas H. Forrester, Esq., in Nashville,
Tennessee, serve as counsel to the Debtor.  The petition was
signed by Paul D. Gates, vice president of operations, F-7
Ventures LLC, the managing member.


LANDMARK FUND: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Landmark Fund I
        2029 Century Park East #1400
        Los Angeles, CA 90067
        Tel: (310) 270-5820

Bankruptcy Case No.: 12-34163

Chapter 11 Petition Date: July 12, 2012

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

Judge: Peter Carroll

Debtor's Counsel: Art Hoomiratana, Esq.
                  LAW OFFICE OF ART HOOMIRATANA
                  750 E. Green Street, Suite 333
                  Pasadena, CA 91101
                  Tel: (888) 688-4770
                  Fax: (888) 848-4570
                  E-mail: arthoomiratana@realestatelawcenter.org

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 13 largest unsecured creditors
is available for free at http://bankrupt.com/misc/cacb12-34163.pdf

The petition was signed by Faramarz Khodadad, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
M.S.C. Inc.                           11-20072            08/23/11


LAUREATE EDUCATION: Moody's Affirms B2 CFR, Rates Sr. Notes Caa1
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Laureate
Education, Inc.'s proposed $300 million senior unsecured notes due
2019. Concurrently, Moody's affirmed the company's B2 corporate
family rating, B2 probability of default rating, and its various
debt ratings. The ratings outlook remains stable.

Proceeds from the proposed senior notes will be used to repay
outstanding debt under the revolving credit facility and for
general corporate purposes. Moody's views the transaction
favorably since it improves the company's liquidity profile by
increasing capacity under the revolving credit facility. The
affirmation of the ratings reflects Laureate's solid enrollment
trends, but also considers its high financial leverage and
expectations for modest free cash flow generation due to material
levels of discretionary capital spending.

Rating assigned:

Proposed $300 million senior unsecured notes due 2019 at Caa1
(LGD5, 81%)

Ratings affirmed:

Corporate family rating at B2

Probability of default rating at B2

$1,118 million senior secured term loan due 2018 at B1 (LGD5,
40%). Point estimate revised from (LGD5, 43%)

$164 million senior secured loans due 2014 at B1 (LGD5, 40%).
Point estimate revised from (LGD5, 43%)

$260 million 10% senior unsecured notes due 2015 at Caa1 (LGD5,
81%). Point estimate revised from (LGD5, 84%)

$547 million 10.25%/11% senior unsecured PIK toggle notes due
2015 at Caa1 (LGD5, 81%). Point estimate revised from (LGD5, 84%)

$286 million 11.75% senior subordinated notes due 2017 at Caa1
(LGD6, 95%)

Rating Rationale

The transaction does not materially change Laureate's credit
profile. Debt to EBITDA was 5.8 times (Moody's adjusted) through
the twelve months ended March 31, 2012. Pro forma for the notes
offering, leverage slightly increases to 5.9 times over the same
period. Barring material acquisitions, Moody's anticipates that
leverage will decline in the range of 5.5 times near-term, owing
to continued strong enrollment growth, but offset by foreign
currency headwinds and relatively stable debt levels.

Laureate's B2 corporate family rating reflects its high leverage,
modest coverage of interest expense, high levels of discretionary
capital spending that constrain free cash flow, the heightened
regulatory environment in the for-profit education sector in the
U.S., aggressive acquisition activity in past periods, and
exposure to foreign exchange risk. However, the rating is
supported by the company's prominent market position in the
international for-profit, post-secondary education space, solid
enrollment growth supported by the breadth of its presence in
multiple geographies, favorable industry fundamentals, and
expectation for positive GDP growth in most of the countries it
operates, which should support positive enrollment trends.

The stable outlook reflects Moody's expectation that Laureate will
continue to sustain solid revenue growth, increase its earnings,
and improve its operating margins such that debt to EBITDA
improves from current levels. The rating also reflects Moody's
expectation that the company will generate modest positive free
cash flow and that any acquisition activity will be within
expectations.

Moody's could upgrade Laureate's ratings if it improves its margin
profile, sustainably reduces financial leverage below 5.0 times,
sustains free cash flow to debt in excess of 5.0% and demonstrates
continued profitable enrollment growth.

The ratings could be pressured if weaker than expected growth in
enrollments, and/or a significant ramp-up in debt financed
acquisition activity results in debt to EBITDA exceeding 6.5 times
or EBITDA less maintenance capex to interest expense declining
below 1.2 times. Sustained negative free cash flow could also
pressure the ratings.

The ratings are subject to the conclusion of the transactions, as
proposed, and Moody's review of final documentation.

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

Laureate Education, Inc. is based in Baltimore, Maryland, and
operates a leading international network of accredited campus-
based and online universities with more than 50 institutions in 24
countries, offering academic programs to approximately 700,000
students through over 100 campuses and online delivery. Laureate
had revenues of approximately $3.34 billion for the twelve months
ended March 31, 2012.


LAUREATE EDUCATION: S&P Rates $300M Senior Unsecured Notes 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Baltimore,
Md.-based Laureate Education Inc.'s $300 million unsecured notes
due 2019. "We assigned the notes an issue-level rating of 'CCC+'
(two notches below our 'B' corporate credit rating on the company)
with a recovery rating of '6', indicating our expectation of
negligible (0% to 10%) recovery for bondholders in the event of
a payment default. Laureate will use the proceeds to refinance the
amount outstanding on the company's existing revolving credit
facility due 2016 and for general corporate purposes," S&P said.

"At the same time, we affirmed our existing ratings on Laureate,
including the 'B' corporate credit rating. The rating outlook is
stable," S&P said.

"The corporate credit rating reflects Standard & Poor's
expectation that Laureate's debt leverage will remain high,
reflecting the company's acquisition orientation," said Standard &
Poor's credit analyst Chris Valentine.

"We expect debt leverage to decline slightly to the low-6x area by
the end of 2012. We view Laureate's business risk profile as
'weak' based on our criteria, because of the risks inherent in
undertaking its rapid overseas expansion, which involves
considerable execution and country risk, in our view. The company
has a 'highly leveraged' financial profile, in our view, because
of high debt leverage and modest discretionary cash flow
generation," S&P said.

"The stable rating outlook reflects our expectation that
Laureate's debt leverage will fall from currently steep levels,
and that liquidity will remain adequate, provided that
acquisitions proceed at a measured pace. We regard an upgrade or
downgrade as unlikely at this time. We could lower the rating if
there is a reversal in recent operating trends and discretionary
cash flow becomes negative on a sustained basis. More
specifically, this could occur if EBITDA falls by 20% over the
next 12 months. Factors that could lead to such a decline include
a drop in campus-based enrollment, competitive pricing,
unfavorable exchange-rate fluctuations, an ineffective integration
of acquisitions, potential economic and political instability in
some of the countries where the company operates, or, more likely,
a combination of these factors. An upgrade, which we view as
unlikely over the next 12 to 18 months, would require the company
to meaningfully improve operating performance, increase
discretionary cash flow, and establish debt leverage below 6x on a
sustainable basis," S&P said.


LEAGUE NOW: Sells $53,000 Promissory Note to Asher Enterprises
--------------------------------------------------------------
League Now Holdings Corporation sold and issued a Convertible
Promissory Note to Asher Enterprises, Inc., in the principal
amount of $53,000 pursuant to the terms of a Securities Purchase
Agreement.

The Note, together with accrued interest at the annual rate of 8%,
is due on April 10, 2013.  The Note is convertible into the
Company's common stock commencing 180 days from the date of
issuance at a conversion price equal to 60% of the Market Price of
the Company's common stock on the date of conversion.  "Market
Price" is defined in the Note as the average of the lowest three
trading prices for the Company's common stock during the 10
trading days prior to the conversion date.  The Company has the
right to prepay the Note at any time from the date of issuance
until the 180th day the Note was issued at an amount equal to 135%
of (i) the then outstanding principal amount of the Note,
including accrued and unpaid interest due on the prepayment date.

                          About League Now

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

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.


LEED CORP: Hopes to Confirm Plan After Settlement Reached
---------------------------------------------------------
Leed Corporation in May received an order denying confirmation of
its Chapter 11 plan.  Late last month, Leed filed a new plan,
hoping to convince Judge Jim D. Pappas this time to confirm the
Plan.

In a May 7 order, Judge Pappas held, "[The] Debtor has failed to
prove, by a preponderance of the evidence, that Debtor's Plan is
feasible, as required by 11 U.S.C. Sec. 1129(a)(11), and has
failed to prove, by a preponderance of the evidence that the
treatment in Debtor's Plan of the secured claims asserted by
dissenting creditors Robert and Kathi Meyers and Mitch R. Campbell
"does not discriminate unfairly, and is fair and equitable" as to
said dissenting creditors, as required by 11 U.S.C. Sec.
1129(b)(1) and (b)(2)(A)."

The Fourth Amended Plan dated June 29, 2012, provides that the
secured claims of Robert & Kathi Meyers, Mitch and Laura Campbell
will be paid in accordance with a settlement reached in Adversary
Case No. 10-08086.

The Debtor says it negotiated a settlement to reduce the ongoing
legal expense associated with the disputes and in light of the
ruling denying confirmation of the Plan.  Pursuant to the
settlements, Meyers and the Campbells will relinquish claims in
certain property of the Debtor, the Debtor will surrender interest
in certain identified property, and the Meyers will have a
$300,000 secured claim. A copy of the Settlement is available at:

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

According to the Plan, after payment in full of all priority
claims, net rents and net sale proceeds will be paid to members of
the class of unsecured creditors until 100% of the claims held by
this class have been paid.  In addition after payment in full of
all priority claims, 50% of the Debtor's landscaping operations
Net Profit will be paid annually until 100% of the claims held by
this class have been paid.  There is no guarantee that 100% will
be paid during the "Plan Term", but the Debtor shall use its best
efforts to obtain that result.

Lon E. Montgomery and Joshua A. McCuistion, as prepetition
shareholder, will not retain any interest in the Debtor.  Mr.
Montgomery, sole holder of a postpetition equity interest in the
Debtor, will have 100% stock ownership in of the reorganized
Debtor.

A copy of the Fourth Amended Plan is available for free at:

     http://bankrupt.com/misc/Leed_Corp_4th_Plan.pdf

                    About The Leed Corporation

Twin Falls, Idaho-based The Leed Corporation -- dba Green Cut
Sprinklers and Landscaping, Leed Corp., Quality Built Homes, Green
Cut Construction, Shoshone Developers, Desert Green Sprinklers &
Landscaping, Green Cut Lawn Care, and Desert Green -- is a real
estate developer, including new construction and land development,
as well as landscaping and related care and maintenance of
existing real estate in southern Idaho, primarily based out of
Shoshone, Idaho.

The Company filed for Chapter 11 protection (Bankr. D. Idaho Case
No. 10-40743) on April 29, 2010.  Robert J. Maynes, Esq., who
has an office in Idaho Falls, Idaho, assists the Debtor in its
restructuring effort.  The Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts in
its Chapter 11 petition.


LENNAR CORP: Fitch Rates Proposed $300MM Senior Notes 'BB+'
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Lennar Corporation's
(NYSE: LEN) proposed offering of $300 million principal amount of
senior notes due December 2017.

Fitch currently rates Lennar as follows:

  -- IDR at 'BB+';
  -- Senior unsecured debt at 'BB+'.

The Outlook is Stable.

This issue will be ranked on a pari passu basis with all other
senior unsecured debt.  Net proceeds from the notes offering will
be used to fund or replenish the cash that is expected to be used
to fund the redemption of the company's $268 million 5.95% senior
notes due 2013 and for working capital and general corporate
purposes.  Such uses may include acquisitions or repurchases of
any 2013 notes that remain outstanding after completion of the
tender offer or some of Lennar's other existing notes or other
indebtedness.  The tender offer will be conditioned on the
completion of this offering; this offering is not conditioned on
the completion of the tender offer.

The ratings and Outlook for Lennar reflect the company's strong
liquidity position and improving prospects for the housing sector
this year.  The ratings also reflect Lennar's successful execution
of its business model, geographic and product line diversity, much
lessened joint venture exposure, and the still challenging U.S.
housing environment.

Builder and investor enthusiasm have for the most part surged so
far in 2012. However, housing metrics have not entirely kept pace.
Year-over-year (yoy) comparisons have been solidly positive on a
consistent basis.  However, month-to-month statistics (single-
family starts, new home sales, and existing home sales) have been
erratic and, at times, below expectations.  In any case, year to
date these housing metrics are well above 2011 levels.  As Fitch
has noted in the past, recovery will likely occur in fits and
starts.

Fitch's housing forecasts for 2012 have been raised since the
Spring Chalk Line report, but still assume only a moderate rise
off a very low bottom.  In a slowly growing economy with
relatively similar distressed home sales competition, less
competitive rental cost alternatives, and new home inventories at
historically low levels, single-family housing starts should
improve about 12%, while new home sales increase approximately
10.5% and existing home sales grow 5.6%.  Further moderate
improvement is forecast for 2013.

Lennar has solid liquidity with unrestricted homebuilding cash
of $667.1 million as of May 31, 2012.  The company also has a
recently established, unsecured revolving credit facility of
$410 million that expires May 2015.  The credit facility may be
increased to $525 million, subject to additional commitments.  The
company's debt maturities are well-laddered, with less than 30% of
its total homebuilding debt (as of May 31, 2012) maturing through
2015.

The company was the third largest homebuilder in 2011 and
primarily focuses on entry-level and first-time move-up
homebuyers.  The company builds in 16 states with particular focus
on markets in Florida, Texas and California.  Lennar's significant
ranking (within the top five or top 10) in many of its markets,
its largely presale operating strategy, and a return on capital
focus provide the framework to soften the impact on margins from
declining market conditions.  Fitch notes that in the past,
acquisitions (in particular, strategic acquisitions) have played a
significant role in Lennar's operating strategy.

Compared to its peers Lennar had above-average exposure to joint
ventures (JVs) during this past housing cycle.  Longer-dated land
positions are controlled off balance sheet.  The company's equity
interests in its partnerships generally ranged from 10% to 50%.
These JVs have a substantial business purpose and are governed by
Lennar's conservative operating principles.  They allow Lennar to
strategically acquire land while mitigating land risks and reduce
the supply of land owned by the company.  They help Lennar to
match financing to asset life. JVs facilitate just-in-time
inventory management.  Nonetheless, Lennar has been substantially
reducing its number of JVs over the last few years (from 270 at
the peak in 2006 to 36 as of May 31, 2012).  As a consequence, the
company has very sharply lowered its JV recourse debt exposure
from $1.76 billion to $71.5 million ($48.7 million net of joint
and several reimbursement agreements with its partners) as of May
31, 2012.  In the future, management will still be involved with
partnerships and JVs, but there will be fewer of them and they
will be larger, on average, than in the past.

The company did a good job in reducing its inventory exposure
(especially early in the correction) and generating positive
operating cash flow.  In 2010, the company started to rebuild its
lot position and increased land and development spending.  Lennar
spent about $600 million on new land purchases during 2011 and
expended about $225 million on land development during the year.
This compares to roughly $475 million of combined land and
development spending during 2009 and about $704 million in 2010.
During the first half of 2012, Lennar purchased approximately $400
million of new land and spent roughly $140 million on development
expenditures.  Fitch expects land and development spending for
2012 to be approximately 15% higher than in 2011.  As a result,
Fitch expects Lennar to be modestly cash flow negative this year.
Fitch is comfortable with this strategy given the company's cash
position, debt maturity schedule and proven access to the capital
markets.

During 2010 the company ramped up its investments in its newest
segment, Rialto Investments.  More recently it has been harvesting
the by-products of its efforts.  This segment provides advisory
services, due-diligence, workout strategies, ongoing asset
management services, and acquires and monetizes distressed loans
and securities portfolios.  (Management has considerable expertise
in this highly specialized business.)  In February 2010, the
company acquired indirectly 40% managing member equity interests
in two limited liability companies in partnership with the FDIC,
for approximately $243 million (net of transaction costs and a $22
million working capital reserve).  Lennar has also invested $69
million in a fund formed under the Federal government's Public-
Private Investment Program (PPIP), which is focused on acquiring
securities backed by real estate loans.  On Sept. 30, 2010, Rialto
completed the acquisitions of approximately $740 million of
distressed real estate assets, in separate transactions, from
three financial institutions.  The company paid $310 million for
these assets, of which $124 million was funded by a five-year
senior unsecured note provided by one of the selling financial
institutions.  Rialto Investments had $594.9 million of debt, of
which $111 million is recourse to Lennar.  Rialto provides Lennar
with ancillary income as well as a source of land purchases
(either directly or leveraging Rialto's relationship with owners
of distressed assets).  Fitch views this operation as
strategically material to the company's operation, particularly as
housing activity remains at low levels.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, free cash flow trends and uses, and the
company's cash position.  Negative rating actions could occur if
the early stage of the housing recovery is not sustained and the
company steps up its land and development spending prematurely,
leading to consistent and significant negative quarterly cash flow
from operations and a meaningfully diminished liquidity position
below $700 million.  Positive rating actions may be considered if
the recovery in housing is maintained and is much better than
Fitch's current outlook, Lennar shows continuous improvement in
credit metrics, and maintains a healthy liquidity position.


LENNAR CORP: Moody's Rates $300MM Sr. Unsecured Note Offering 'B2'
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Lennar's
proposed $300 million senior unsecured note offering due 2017. In
the same rating action, all of the company's existing ratings were
affirmed, including B1 corporate family rating, B1 probability of
default rating, B2 ratings on senior unsecured and convertible
senior notes, and SGL-2 speculative grade liquidity assessment.
The ratings outlook remains positive.

The following rating actions were taken:

Proposed $300 million senior unsecured note offering due 2017,
assigned B2 (LGD4,61%);

Corporate family rating, affirmed at B1;

Probability of default rating, affirmed at B1;

Existing senior unsecured notes, affirmed at B2 (LGD4,61%);

Existing convertible senior notes, affirmed at B2 (LGD4,61%);

Speculative grade liquidity assessment, affirmed at SGL-2;

Ratings outlook is positive.

Ratings Rationale

The proceeds from the note offering will be used to retire a
portion of the existing $268 million 5.95% senior unsecured notes
due 2013 that are being concurrently tendered, with the remainder
of the proceeds being designated for working capital and general
corporate uses, including acquisitions and additional debt
repurchases.

While the transaction may result in a slight increase in Lennar's
debt levels, it extends the company's debt maturity profile.
Additionally, Moody's recognizes the positive momentum the company
has been demonstrating in terms of its operating performance and
credit metrics. Lennar's net worth has recently been enhanced by
the $403 million of deferred tax valuation reversal, which
improved its adjusted homebuiding debt to capitalization to 53.4%
at May 31, 2012 from 57.3% in the prior quarter.

The B1 corporate family rating is supported by the company's
industry-leading gross margins, its strong earnings performance in
a weak housing environment, the diminished pace of impairment
charges being booked, the slimming down of its joint venture
activities into a relatively few (for Lennar) critical land
ventures, the substantial tangible equity base, and one of the
homebuilding industry's more transparent disclosures of off-
balance sheet activities.

The company has been able to stretch out a heavy debt maturity
schedule during a time of uncertain market access through
successful, multiple equity and debt issuances, nearly eliminate
its formerly outsized recourse joint venture debt exposure, and
generate net income even as the majority of its peers continued to
rack up losses.

At the same time, the company's ratings incorporate its elevated
debt leverage, the likelihood that cash flow from operations will
continue being negative in fiscal 2012, the long land position,
the still-substantial, albeit greatly reduced, total (as opposed
to recourse) debt at its joint venture operations, and its high
proportion of speculative construction.

Lennar's liquidity is supported by its $667 million unrestricted
cash position, full availability under its recently established
$410 million senior unsecured revolving credit facility due 2015,
availability of about $200 million at May 31, 2012 under its
various letter of credit facilities aggregating $400 million, and
adequate to healthy headroom under its covenants.

The positive outlook is based on Moody's expectation that industry
volumes will be up modestly this year and that any kind of volume
increase should result in Lennar's continued improvement in
earnings and credit metrics. If, on the other hand, the economy
shows signs of entering into a double dip, the positive outlook
may come off.

The ratings could benefit if the company continues to generate
positive net income, resumes growing its free cash flow, continues
to strengthen its liquidity, and especially begins driving its
debt leverage below 50%.

The outlook and/or ratings could come under pressure if the
economic backdrop suddenly and significantly takes a turn for the
worse; the company returns to generating more than modestly
negative net income; impairments were again to rise materially;
the company were to experience even sharper-than-expected
reductions in its trailing 12-month free cash flow generation;
and/or adjusted debt leverage were to exceed 60% on a sustained
basis.

The considerable proportion of secured land purchase and recourse
off-balance sheet debt within the capital structure is the reason
for the one notch difference between Lennar's corporate family
rating and the rating on its unsecured notes.

The principal methodology used in rating Lennar was the Global
Homebuilding Industry Methodology published in March 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.

Founded in 1954 and headquartered in Miami, Florida, Lennar is one
of the country's largest homebuilders. The company has a presence
in 16 states and specializes in the sale of single-family homes
for first-time, move-up and active adult buyers. Lennar also
invests in distressed real estate assets and provides mortgage
financing to its customers. Total revenues and consolidated net
income for the last twelve months ending May 31, 2012 were
approximately $3.4 billion and $519 million, respectively.


LENNAR CORP: S&P Rates Proposed $300MM Senior Notes 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Lennar
Corp. to positive from stable. "At the same time, we affirmed our
ratings on the company, including the 'B+' corporate credit and
issue-level ratings on the company's debt. Our recovery rating on
the company's unsecured senior notes is '4', indicating an average
(30%-50%) recovery in the event of a payment default. We also
assigned a 'B+' issue rating and '4' recovery rating to Lennar
Corp.'s proposed $300 million of senior notes due 2017. Our '4'
recovery rating indicates our expectations for an average (30% to
50%) recovery in the event of default," S&P said.

"The outlook revision reflects our expectation that higher
sustained revenue growth and improved profitability over the next
12 to 18 months could result in substantial improvement in
Lennar's EBITDA-based credit measures," said credit analyst Susan
Madison. "Additionally, the company's liquidity has been bolstered
by the addition of a $410 million committed unsecured revolving
credit facility, and the recent partial reversal of Lennar's
deferred tax asset allowance provides additional support for our
expectation that Lennar is likely to post consistent net operating
profits over the next two years."

"Our positive outlook acknowledges our expectation that Lennar's
EBITDA-based credit metrics will improve materially over the next
12 to 18 months. We could raise our corporate credit rating to
'BB-' if we think Lennar will continue to post revenue gains in
the low 20% area through 2013, while modestly expanding adjusted
EBITDA margins to about 10%. Under this scenario, we would expect
debt-to-EBITDA to decline to the high-6x area by year-end 2013.
However, we could revise the outlook back to stable if sales
growth is more moderate than we currently expect and adjusted
EBITDA margins decline to the high 7% area. Under this scenario,
we would not expect adjusted debt-to-EBITDA to improve materially
from the current 11x area, and an upgrade would be unlikely," S&P
said.


LEVI STRAUSS: Directors L. Level and R. Haas Ready Retirement
-------------------------------------------------------------
The Board of Directors of Levi Strauss & Co. affirmed that
Director Leon J. Level will retire from the Board upon his 72nd
birthday on Dec. 30, 2012, in accordance with the Company's
director retirement policy.  Mr. Level is currently Chairman of
the Board's Audit Committee and a member of the Board's Finance
Committee.  His successor to those committees will be reviewed by
the Board and determined prior to his effective retirement date.

The Board also affirmed that Chairman Emeritus and Director Robert
D. Haas will retire on his 72nd birthday on April 3, 2014, in
accordance with the Company's director retirement policy.  The
Board intends to elect Miriam L. Haas effective on the date of his
retirement to fill the vacancy to be left by Mr. Haas.  Mr. Haas
is currently a member of the Board's Human Resources Committee,
Finance Committee and Nominating, Governance & Corporate
Citizenship Committee.  Ms. Haas' committee membership will be
considered at the time she is elected to the Board.

On July 12, 2012, the Board of Directors of Levi Strauss amended
and restated the Company's By-laws, effective immediately,
primarily to revise Article II, Section 1 to include a process by
which stockholders provide advance notice of stockholder proposals
to be brought before an annual stockholders meeting.  A copy of
the Amended and Restated By-laws is available for free at:

                        http://is.gd/P2YanU

                      About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

The Company's balance sheet May 27, 2012, showed $2.89 billion in
total assets, $2.99 billion in total liabilities, $5.02 million in
temporary equity, and a $110.65 million total stockholders'
deficit.

                           *     *     *

In April 2012, Standard & Poor's Ratings Services assigned its
'B+' rating (same as the corporate credit rating) to San
Francisco-based Levi Strauss & Co.'s proposed $350 million senior
unsecured notes due 2022.

"The ratings on Levi Strauss reflect our view that the company's
financial profile continues to be 'aggressive,' particularly since
the company's balance sheet remains highly leveraged and we expect
cash flow protections measures to continue to be weak. In
addition, we continue to consider Levi Strauss' business risk
profile to be 'weak,' given its continuing participation in the
highly competitive denim and casual pants market, which is subject
to fashion risk and still-weak consumer spending, and our
expectation that the company's business focus will remain narrow.
We believe the company benefits from its strong, well-recognized
Levi's brand, long operating history, and distribution channel
diversity (both by retail customer and geography)," S&P said.

In April 2012, Moody's Investors Service affirmed Levi Strauss &
Co ("LS&Co) B1 Corporate Family and Probability of Default
Ratings.  Moody's also assigned a B2 rating to the company's
proposed $350 million senior unsecured notes due 2022 and affirmed
the B2 ratings of the company's other series of unsecured debt.

Levi Strauss' B1 Corporate Family Rating reflects the company's
negative trends in operating margins reflecting inconsistent
execution as well as input cost pressures.  The ratings also
reflect the company's still significant debt burden, which has
been increasing due to the company's continued investment in its
own retail stores and its sizable underfunded pension. Debt/EBITDA
(incorporating Moody's standard analytical adjustments) was 5.1
times for the LTM period ending 2/26/2012.  The rating take into
consideration the company's significant global scale, with
revenues near $5 billion, its operations in over 110 countries and
the ownership of the iconic Levi's trademark.


LIGHTSQUARED INC: Wins Interim OK on $51 Mil. DIP Plan, CEO Deal
----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Shelley C. Chapman gave tentative approval Tuesday to
LightSquared Inc.'s $51.4 million debtor-in-possession financing
package, while blessing a settlement that will end its CEO's
employment with the bankrupt telecom in exchange for a $750,000
allowed claim.

Bankruptcy Law360 relates that Judge Chapman said she'd review the
language in the proposed DIP order before granting final approval
by Tuesday's end.

                       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.


LINN ENERGY: Moody's Affirms 'B1' Corp. Family Rating; Outlook Neg
------------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Linn
Energy LLC (LINN) to negative from stable. Moody's affirmed LINN's
B1 Corporate Family Ratings (CFR) and B2 senior unsecured ratings.
LINN's Speculative Grade Liquidity Rating remains SGL-3. This
rating action follows the acquisition of the Hugoton properties,
the Jonah Field and the Anadarko Salt Creek JV in the first half
of 2012.

"The negative outlook reflects the aggressive and primarily debt-
financed acquisition strategy LINN has pursued and the ultimate
assimilation and integration of reserves about 3times the level of
the beginning of 2009," commented Harry Schroeder, Moody's Vice
President. During this time, Debt/Capital has risen from about 37%
to a proforma 60% post the Jonah acquisition.

Ratings Rationale

Since the beginning of 2009 about $3.40 in debt for every $1 in
net new equity has been used to finance growth. LINN has
buttressed this approach by significantly hedging production a
number of years out in an attempt to dampen the volatility of cash
flows. However, it pays a very high level of distribution ($550
million at present ~ 8% yield) and, when added to a capital
expenditure requirement to develop its sizeable acquired reserve
position, will require frequent and sizeable returns to both the
debt and equity markets. The investors in this market have
historically been "retail" with LINN competing for capital with
more traditional MLPs. Despite the hedging strategy, an E&P
company experiences a substantially higher and different
volatility of cash flows and returns than a traditional midstream
MLP engaged in infrastructure assets especially on the unhedged
tail. The depth of this market is unproven and with increased
leverage and continued aggressive growth through acquisition
likely, Moody's believes it to be credit negative.

LINN has done a fine job of pushing its maturities into the
future; no material unsecured debt matures for seven years. It has
also aggressively hedged its future production through 2017. In a
non-E&P MLP vehicle, this would provide the liquidity to protect a
drilling program and prove up incremental value and debt coverage.
In an E&P MLP a case can be made that it protects the distribution
- especially those of the existing unit holders. If LINN adds
reserves at only one third the rate at which it has over the last
three years and increases its distribution only $0.10 per year,
the existing unit holders will have all their initial investment
returned on a cash basis before any unsecured debt is retired.
This is the perfect call option: free. Looking at the
corresponding put option, the debt: the underlying commodities
have very high volatilities (over the last five-years Henry Hub
spot gas has ranged from $1.82 - $13.31 and WTI crude, $30.28 to
$145.31), the duration of the put option (debt) is lengthy (post
initial equity capital return), and LINN is aggressively
leveraged, the probability of TEV diminution impacting the cushion
for the debt is considerably different and higher than when LINN
was levered at 38% debt/capitalization.

Liquidity:

Any liquidity analysis is subject to the unpredictability of
LINN's acquisition appetite. Over the next two years, Moody's
assumes a 14% annual growth of proved reserves and estimate
sustaining capital expenditures of approximately $1.3 billion with
incremental development and acquisition capex of $4.7.
Distributions incorporating required new equity issuance will
climb to approximately $1.4 billion and interest expense will
total approximately $1.1 billion. Moody's expects this will be
funded by new debt issuance of $2.2 billion ($1.0 billion in
borrowings under the increase in the revolving credit to $3.0
billion to fund the Jonah acquisition will be retired through
capital markets transactions), about $3.2 billion of new units (to
bring leverage back into the 55% debt/capitalization range) and
funds from operations of about $3.1 billion. LINN's SGL-3
liquidity rating reflects the uncertainty of the timing and
magnitude of acquisitions and the resulting overarching
requirement of access to the capital markets. LINN has a $3.0
billion revolving credit available to it with about $1.0 billion
drawn for the Jonah acquisition. The facility outstandings will be
a function of the timing and magnitude of acquisitions; they are
expected to be routinely retired by new capital market issuances.
LINN has a leverage and liquidity covenant both of which have
adequate headroom.

Structural Considerations

The B2 rating on the company's senior unsecured notes reflects
both the overall probability of default, to which Moody's assigns
a Probability of Default of B1, and a loss given default of LGD 5
(70.8%). The senior unsecured notes are rated B2, one notch below
the B1 Corporate Family Rating, reflecting the contractual
subordination of the notes relative to the company's secured bank
credit facility and high level of payables. The bank credit
facility is secured with substantially all of its oil and gas
properties

What would change the rating

In order to move to a stable rating outlook, LINN's debt to daily
production would need to trend below $60,000, including financing
the Jonah acquisition with a prudent amount of equity. To move the
rating up a substantial decline in the debt/average daily
production to $50,000 would need to occur and leverage on PD
reserves needs to decline to the $8.00-$9.00/Boe range. The LFCR
will need to remain above 2.0X so as to allow adequate returns on
all capital, debt and equity, and permit access to the capital
markets to sustain the MLP model.

Debt/average daily production remaining above $65,000 bopd or
debt/proved developed reserves exceeding $10 BOE for a sustained
period could precipitate a downgrade. A LFCR deterioration from
present levels could also lead to a downgrade.

The principal methodology used in rating LINN Energy LLC was the
Global Independent Exploration and Production Industry Rating
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.

Linn Energy, LLC is based in Houston, Texas and explores for and
produces oil, natural gas liquids and natural gas.


MAVERICK PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Maverick Properties LLC
        P.O. Box 2083
        Harvey, LA 70059

Bankruptcy Case No.: 12-12120

Chapter 11 Petition Date: July 17, 2012

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

Judge: Jerry A. Brown

Debtor's Counsel: Richard J. Tomeny, Jr., Esq.
                  P.O. Box 84760
                  Baton Rouge, LA 70884
                  Tel: (504) 583-8638
                  E-mail: rtomeny@tomenylaw.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 four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/laeb12-12120.pdf

The petition was signed by Richard J. Hebert, member.


MF GLOBAL: SIPA Trustee Inks Settlement With MF Canada
------------------------------------------------------
The MF Global Inc. Liquidation Trustee James Giddens sought and
obtained court approval of a resolution he reached with MF Global
Canada Co. that will provide for the return of approximately $61
million to the MFGI estate.  In addition, the resolution will
completely withdraw the MFG Canada omnibus claim of approximately
$53 million against MFGI.

The agreement reconciles and nets the parties' respective claims
and avoids the uncertainty, delay and expense of complex, cross-
border litigation with a foreign affiliate.

The property recovered by the Trustee was held by MFG Canada for
MFGI customers trading on Canadian exchanges (30.7 funds), and
the Trustee intends to make the 30.7 funds available for these
customers.  The agreement also reduces the MFG Canada omnibus
claim against MFGI, potentially freeing additional funds
previously reserved for MFG Canada by the Trustee.

The Trustee has determined that this agreement is in the best
interests of MFGI customers and continues to seek resolution when
possible to support his primary duty to recover property for the
benefit of MFGI customers.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
was one of the world's leading brokers of commodities and listed
derivatives.  MF Global provided 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.

Louis J. Freeh was named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has retained Proskauer Rose LLP as legal
counsel, replacing Dewey & LeBoeuf, which has dissolved and filed
for bankruptcy.  The Committee also has retained Capstone Advisory
Group LLC as financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: SIPA Trustee Wins OK to Sell Chicago Assets
------------------------------------------------------
The trustee appointed to liquidate MF Global Inc.'s business
sought and obtained court approval to sell the company's assets
in Chicago, Illinois.

The assets include equipment, furniture, office supplies and
other personal properties that remain with the company following
the wind-up of its Chicago operations.

The trustee plans to sell the assets in private sales without
further court order given their "relatively modest values."
Meanwhile, those assets that have inconsequential value or won't
benefit the MF Global estate will be abandoned.

The assets do not constitute or in any way relate to customer
securities, physical commodities or customer accounts held at
MFGI, according to the trustee's lawyer, James Kobak Jr., Esq.,
at Hughes Hubbard & Reed LLP, in New York.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
was one of the world's leading brokers of commodities and listed
derivatives.  MF Global provided 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.

Louis J. Freeh was named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has retained Proskauer Rose LLP as legal
counsel, replacing Dewey & LeBoeuf, which has dissolved and filed
for bankruptcy.  The Committee also has retained Capstone Advisory
Group LLC as financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Chapter 11 Trustee Can Hire GCG as Admin. Agent
----------------------------------------------------------
The bankruptcy trustee of MF Global Holdings Ltd. and its
affiliated debtors sought and obtained court approval to hire GCG
Inc. as administrative agent.

The services expected to be provided by GCG include the filing of
MF Global's schedules of assets and liabilities and preparing
claim reports.

The firm will also manage the preparation and mailing of
documents to creditors in connection with the solicitation of
votes on MF Global's bankruptcy plan, the tabulation of votes,
and the distributions made pursuant to the plan.

GCG will be paid for its services on an hourly basis and will be
reimbursed of its expenses.  The hourly rates are:

    Title                              Hourly Rates
   -------                             ------------
   Administrative & Data Entry           $45-$55
   Customer Service Representatives          $57
   Project Administrators                $70-$85
   Quality Assurance Staff              $80-$125
   Project Supervisors                  $95-$110
   Systems & Technology Staff          $100-$200
   Graphic Support for Web Site             $125
   Directors, Sr. Consultants &
    Assistant Vice-Presidents          $200-$295
   Vice-President and Above                 $295

GCG does not hold or represent interest adverse to MF Global's
estate, creditors and equity security holders, according to a
declaration by Angela Ferrante, the firm's vice-president.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
was one of the world's leading brokers of commodities and listed
derivatives.  MF Global provided 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.

Louis J. Freeh was named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has retained Proskauer Rose LLP as legal
counsel, replacing Dewey & LeBoeuf, which has dissolved and filed
for bankruptcy.  The Committee also has retained Capstone Advisory
Group LLC as financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Committee Wins OK for Proskauer as Counsel
-----------------------------------------------------
The statutory creditors' committee of MF Global Holdings Ltd.
sought and obtained court approval to hire Proskauer Rose LLP as
its legal counsel.

Proskauer will replace the committee's legal counsel Dewey &
LeBoeuf LLP whose employment was approved on January 19 by the
U.S. Bankruptcy Court for the Southern District of New York.

The committee decided to replace D&L after 13 of its partners and
associates ended their affiliation with the firm and became
members of or associated with Proskauer.

As legal counsel, Proskauer will advise the committee in its
consultation with the bankruptcy trustee and MF Global concerning
the administration of the company's cases.

Proskauer will also assist the committee in reviewing and
analyzing MF Global's bankruptcy plan, examine the company's
affairs, attend meetings and appear in courts in behalf of the
committee.

The firm will be paid for its services on an hourly basis and
will be reimbursed of its expenses.  Its hourly rates range from
$675 to $1,050 for partners, $640 to $850 for counsel, $295 to
$750 for associates, and $165 to $315 for paraprofessionals.

The lawyers expected to have primary responsibility for providing
services to the committee, and their hourly rates are:

   Martin Bienenstock       Partner           $1000
   Michael Kessler          Partner           $1000
   Mark Fennessy            Partner (UK)       $995
   Hazel Miller             Partner (UK)       $950
   Irena Goldstein          Partner            $875
   Timothy Karcher          Partner            $875
   Mark Griffiths           Counsel (UK)       $735
   John O'Driscoll          Associate (UK)     $705
   Vincent Indelicato       Associate          $580
   Crispin Daly             Associate (UK)     $480
   Sunay Radia              Associate (UK)     $480
   Kathleen Barber          Associate          $395
   Maja Zerjal              Associate          $375

The firm does not have interest adverse to the interests of MF
Global's estate and creditors, according to a declaration by
Martin Bienenstock, Esq., at Proskauer.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
was one of the world's leading brokers of commodities and listed
derivatives.  MF Global provided 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.

Louis J. Freeh was named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has retained Capstone Advisory Group LLC
as financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Committee Can Retain Rust as Administrative Agent
------------------------------------------------------------
Judge Martin Glenn permitted the Official Committee of Unsecured
Creditors in MF Global Holdings Ltd.'s Chapter 11 case to retain
Rust Consulting, Inc., as its administrative agent.  The Court
entered the order approving the Creditors' Committee's application
after a certificate of no objection was filed.

The Creditors' Committee believes the retention of Rust/Omni
Bankruptcy division to assist it in complying with its obligations
under Section 1102(b)(3) of the Bankruptcy Code will add to the
effective administration of the Debtors' bankruptcy cases and
reduce the overall expense of administering the Chapter 11 cases.
Specifically, Rust will establish and maintain the Web site at
http://www.mfglobalcreditorscommittee.com/and provide any other
services as may sought by the Creditors' Committee.

Rust Consulting will bill the Debtors according to its
professionals' customary hourly rates: $195 for senior
consultants, $125 to $175 for consultants, $67 to $125 for project
specialists, $117 to $157 for programming and $25 to $67 for
clerical support/quality assurance professionals.  The firm will
also be reimbursed for expenses to be incurred.

Paul H. Deutch, executive managing director in the Rust
Consulting/Omni Bankruptcy division of Rust Consulting, Inc.,
maintains that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
was one of the world's leading brokers of commodities and listed
derivatives.  MF Global provided 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.

Louis J. Freeh was named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has retained Proskauer Rose LLP as legal
counsel, replacing Dewey & LeBoeuf, which has dissolved and filed
for bankruptcy.  The Committee also has retained Capstone Advisory
Group LLC as financial advisor.

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)


MOHEGAN TRIBAL: Files Statistical Report for Mohegan Sun
--------------------------------------------------------
The Mohegan Tribal Gaming Authority posted on its Web site its
Slot Machine Statistical Report for Mohegan Sun at Pocono Downs
containing statistics relating to slot handle, gross slot win,
gross slot hold percentage, Pennsylvania slot tax and weighted
average number of slot machines.  The Slot Machine Statistical
Report includes these statistics on a monthly basis for the nine
months ended June 30, 2012, and the fiscal year ended Sept. 30,
2011.  A copy of the Slot Machine Statistical Report is available
for free at http://is.gd/9znHlH

On July 16, 2012, the Mohegan Tribal Gaming Authority posted on
its Web site its Slot Machine Statistical Report for Mohegan Sun
containing statistics relating to slot handle, gross slot win,
gross slot hold percentage, slot win contribution, free
promotional slot play contribution and weighted average number of
slot machines.  The Slot Machine Statistical Report includes these
statistics on a monthly basis for the nine months ended June 30,
2012, and the fiscal year ended September 30, 2011.  A copy of the
Slot Machine Statistical Report is available for free at:

                        http://is.gd/5223Xh

                 About Mohegan Tribal Gaming Authority

Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is an
instrumentality of the Mohegan Tribe of Indians of Connecticut, or
the Tribe, a federally-recognized Indian tribe with an
approximately 507-acre reservation situated in Southeastern
Connecticut, adjacent to Uncasville, Connecticut.  The Authority
has been granted the exclusive authority to conduct and regulate
gaming activities on the existing reservation of the Tribe,
including the operation of Mohegan Sun, a gaming and entertainment
complex located on a 185-acre site on the Tribe's reservation.
Through its subsidiary, Downs Racing, L.P., the Authority also
owns and operates Mohegan Sun at Pocono Downs, a gaming and
entertainment facility located on a 400-acre site in Plains
Township, Pennsylvania, and several off-track wagering facilities
located elsewhere in Pennsylvania.

PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed
substantial doubt about the Authority's ability to continue as a
going concern following the 2011 annual report.  The independent
auditors noted that of the Authority's total debt of $1.6 billion
as of Sept. 30, 2011, $811.1 million matures within the next
twelve months, including $535.0 million outstanding under the
Authority's Bank Credit Facility which matures on March 9, 2012,
and the Authority's $250.0 million 2002 8% Senior Subordinated
Notes which mature on April 1, 2012.  In addition, a substantial
amount of the Authority's other outstanding indebtedness matures
over the following three fiscal years.

The Company's balance sheet at March 31, 2012, showed $2.27
billion in total assets, $2.06 billion in total liabilities and
$211.30 million in total capital.

                           *     *     *

As reported by the TCR on March 14, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Uncasville,
Conn.-based Mohegan Tribal Gaming Authority (MTGA) to 'B-' from
'SD'.

"The upgrade to 'B-' reflects our reassessment of the Authority's
capital structure following the completion of its comprehensive
debt refinancing plan," said Standard & Poor's credit analyst
Melissa Long.  "While the completed transactions were not a de-
leveraging event, the post-exchange capital structure
substantially reduced MTGA's debt maturities over the next few
years," S&P said.


MONTANA ELECTRIC: Meddled With Contracts, City Says
---------------------------------------------------
Ben James at Bankruptcy Law360 reports that Southern Montana
Electric used an alter ego to get General Mills Inc. and others to
break their contracts with Great Falls, Mont.'s electricity arm
after discord stemming from a power plant construction project led
Great Falls to try to exit the co-op, the city claimed Tuesday.

Bankruptcy Law360 relates that Great Falls and Electric City Power
Inc. slapped Southern Montana with a declaratory judgment
complaint in bankruptcy court that said Independent Electricity
Supply Service Inc. was set up for the sole purpose of buying
power from Southern Montana.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.  In December 2011,
Southern Montana also sought permission to employ the Goodrich Law
Firm, P.C., as general co-counsel.

The United States Trustee for Region 18 has appointed an Official
Committee of Unsecured Creditors in the case.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.


MORGAN'S FOODS: JCP Investment Hikes Ownership to 14.1%
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, JCP Investment Partnership, LP, and its
affiliates disclosed that, as of July 12, 2012, they beneficially
own 414,380 shares of common stock of Morgan's Foods, Inc.,
representing 14.1% of the shares outstanding.

JCP Investment previously reported beneficial ownership of
368,825 common shares or a 12.6% equity stake as of Feb. 8, 2012.

A copy of the amended filing is available for free at:

                         http://is.gd/mHrnUl

                        About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates through wholly-owned subsidiaries KFC restaurants
under franchises from KFC Corporation, Taco Bell restaurants under
franchises from Taco Bell Corporation, Pizza Hut Express
restaurants under licenses from Pizza Hut Corporation and an A&W
restaurant under a license from A&W Restaurants, Inc.

As of May 20, 2011, the Company operates 56 KFC restaurants,
5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises
from KFC Corporation and franchises from Taco Bell Corporation,
3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco
Bell Corporation and licenses from Pizza Hut Corporation,
1 KFC/Pizza Hut Express "2n1" under a franchise from KFC
Corporation and a license from Pizza Hut Corporation and 1 KFC/A&W
"2n1" operated under a franchise from KFC Corporation and a
license from A&W Restaurants, Inc.

The Company reported a net loss of $1.68 million for the year
ended Feb. 26, 2012, compared with a net loss of $988,000 for the
year ended Feb. 27, 2011.

The Company's balance sheet at May 20, 2012, showed $53.51 million
in total assets, $54.51 million in total liabilities and a $1
million total shareholders' deficit.


MOSS FAMILY: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Moss Family Limited Partnership
        202 Beachwalk Lane
        Michigan City, IN 46360

Bankruptcy Case No.: 12-32540

Chapter 11 Petition Date: July 17, 2012

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

Judge: Harry C. Dees, Jr.

Debtor's Counsel: Daniel Freeland, Esq.
                  DANIEL L. FREELAND & ASSOCIATES, P.C.
                  9105 Indianapolis Boulevard
                  Highland, IN 46322
                  Tel: (219) 922-0800
                  E-mail: dlf9601b@aol.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 two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/innb12-32540.pdf

The petition was signed by Thomas J. Moss, partner.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Beachwalk LP                            12-32541  7/17/2012


MY SACRED HOME: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: MSH II LLC
        7829 E Rockhill St., Suite 406
        Wichita, KS 67206-3915

Bankruptcy Case No.: 12-11924

Chapter 11 Petition Date: July 17, 2012

Court: United States Bankruptcy Court
       District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: Christopher W. O'Brien, Esq.
                  BROWN, DENGLER & O'BRIEN, LLC
                  1938 N. Woodlawn, Ste. 405
                  Wichita, KS 67208
                  Tel: (316) 260-9720
                  Fax: (316) 260-8867
                  E-mail: cobrien@bdolaw.com

Estimated Assets: $0 to $50,000

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

Affiliates that simultaneously filed Chapter 11 petitions:

  Debtor                                 Case No.
  ------                                 --------
My Sacred Home LLC                       12-11925
   Assets: $0 to $50,000
   Debts: $1,000,001 to $10,000,000
My Sacred Home DME HME LLC               12-11926

The petitions were signed by Jannifer S. Terry, managing member.

A copy of MSH II's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ksb12-11924.pdf

A copy of My Sacred Home's list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ksb12-11925.pdf


NANODYNAMICS INC: Lawsuit v. Shareholder Survives Dismissal Bid
---------------------------------------------------------------
Bankruptcy Judge Michael J. Kaplan denied, in part, the request of
a former director and shareholder to dismiss the complaint, Mark
S. Wallach, as Chapter 7 Trustee of Nanodynamics, Inc., Plaintiff,
v. Allan Rothstein, Defendant, Adv. Proc. No. 11-1078 (Bankr.
W.D.N.Y.).

The Court gave the Chapter 7 Trustee until Aug. 24, 2012, to amend
his complaint as to his claim that the Defendant remained an
"insider" after May 1, 2007, and as to his allegation of
insolvency during the period from one year before the petition
date and 90 days before the petition date.  The Court will hold a
hearing on Sept. 19, 2012 at 11:30 a.m. for further scheduling.

The Complaint alleges that until April 26, 2007, the Defendant was
a principal officer, director, and major shareholder of the
debtor.  He resigned his offices on that date.  According to the
Complaint, as of May 1, 2007 (just a few days after he resigned as
officer and director), the Debtor and Defendant agreed that the
Defendant would have a three-year consultation agreement by which
the Defendant would receive $54,000 per year, an office on Long
Island, and expenses and commissions with regard to the
Defendant's efforts to find certain business opportunities for the
Debtor.

The Complaint alleges that roughly $122,500 in consulting fees
were paid by the Debtor to the Defendant from July 27, 2007 to the
petition date.  It also alleges that between November 2005 and the
2009 Chapter 7 filing date, the Debtor expended $386,667 for the
Long Island office.

The Complaint alleged the Debtor "conducted no meaningful
operations out of the subject leased premises." Rather, the
premises were "used primarily for the benefit of [Defendant] and
his varied business interests."  It is further alleged that the
Defendant failed to perform his responsibilities under the
parties' agreement.  The Complaint asks that any and all claims
asserted by the Defendant against the Chapter 7 estate "including
[his] general unsecured claim for $532,315.07 be disallowed unless
the Defendant pays an amount equal to the sum and/or value of the
[challenged] transfers."

A copy of the Court's July 16, 2012 Decision and Order is
available at http://is.gd/1hMhtpfrom Leagle.com.

Nanodynamics, Inc., commenced a voluntary Chapter 7 case (Bankr.
W.D.N.Y. Case No. 09-13438) on July 27, 2009.  Buffalo, New York-
based Nanodynamics had focused on commercializing solid oxide fuel
cells; water filtration technology; halloycites, which are
expected to be used to inhibit microbial growth in building and
construction materials; and cement additive technology.
Nanodynamics' petition asserted assets of over $40 million versus
liabilities of roughly $12 million on the date of the petition.

Affiliate Nanodynamics Energy, Inc., also sought Chapter 7
bankruptcy.  Energy's Chapter 7 case closed a year ago with a 7.1%
distribution to creditors.  About $471,977.34 was paid to
Nanodynamics Inc. on account of its $10 million claim.


NORTH KANSAS: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: North Kansas City Management, Inc.
        dba Comfort Inn
        400 S. Platte City Way
        Kearney, MO 64060

Bankruptcy Case No.: 12-42912

Chapter 11 Petition Date: July 17, 2012

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Arthur B. Federman

Debtor's Counsel: Bradley D. McCormack, Esq.
                  THE SADER LAW FIRM, LLC
                  2345 Grand Boulevard, Suite 1925
                  Kansas City, MO 64108-2663
                  Tel: (816) 561-1818
                  Fax: (816) 561-0818
                  E-mail: bmccormack@saderlawfirm.com

Scheduled Assets: $1,125,641

Scheduled Liabilities: $1,446,633

A copy of the Company's list of its 16 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mowb12-42912.pdf

The petition was signed by Pragnesh Patel, president.


OMEGA NAVIGATION: Cash Collateral Hearing Continued Until Aug. 6
---------------------------------------------------------------
The Hon. Karen K. Brown of the U.S. Bankruptcy Court for the
Southern District of Texas continued until Aug. 6, 2012, at
2 p.m., to consider Baytown Navigation Inc., et al.'s motion to
continue access to cash collateral.

The Court in a new order said that that the prior order allowing
the Debtor to use cash collateral is extended until Aug. 6.

HSH Nordbank AG, as agent, asserts that pursuant to the senior
facilities agreement and the other senior facilities documents,
the Debtors are indebted to the senior facilities lenders in the
principal amount of $242,720,000, plus accrued and accruing
interest and all other amounts.   The junior lenders assert a lien
on inter alia, the ships, all cash collateral and all prepetition
collateral pursuant to a $42,500,000 loan dated March 27, 2008.

As adequate protection from diminution in value of the lenders'
collateral, the Debtors will:

   -- make adequate protection payments;

   -- grant the lenders adequate protection liens in all of their
      rights, title and interest in their property, and a
      superpriority administrative expense claim status, subject
      to carve out.

   -- provide continued maintenance of, and insurance on, the
      ships and all of their other assets and property, consistent
      with the Debtors' prepetition practices.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas in
the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


PALM BEACH: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Palm Beach International, Inc.
        901 Hypoluxo Rd.
        Lantana, FL 33462

Bankruptcy Case No.: 12-27123

Chapter 11 Petition Date: July 17, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Herbert W. Biggs, Esq.
                  521 Northlake Blvd # 5
                  North Palm Beach, FL 33408
                  Tel: (561) 972-2128
                  E-mail: hwbseawatch@gmail.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 Aabhash Pradhan, president.


PEREGRINE FINANCIAL: CEO Used Stolen Funds to Pad Capital
---------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that newly disclosed
portions of Peregrine Financial Services Inc. CEO Russell
Wasendorf Sr.'s suicide statement have revealed that a major chunk
of embezzled customer funds padded his company's capital to
satisfy heightened regulatory scrutiny of Peregrine, according to
Tuesday reports.

Bankruptcy Law360 relates that the disclosure follows parts of the
signed statement that were revealed in a complaint in Iowa federal
court Friday, when Wasendorf, 64, was arrested over more than $200
million in missing customer funds.

                     About Peregrine Financial

Peregrine Financial Group Inc. on July 10, 2012, filed to
liquidate under Chapter 7 of the U.S. Bankruptcy Code (Bankr. N.D.
Ill. Case No. 12-27488), disclosing between $500 million and
$1 billion of assets, and between $100 million and $500 million of
liabilities.

Earlier on July 10, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's Chief Executive Russell R. Wasendorf Sr.
unsuccessfully attempted suicide outside a firm office in Cedar
Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial Group Inc. is the regulated unit of the
brokerage PFGBest.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


PEREGRINE PHARMACEUTICALS: E&Y Raises Going Concern Doubt
---------------------------------------------------------
Peregrine Pharmaceuticals, Inc., filed on July 16, 2012, its
annual report on Form 10-K for the fiscal year ended April 30,
2012.

Ernst & Young LLP, in Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's recurring
losses from operations and recurring negative cash flows from
operating activities.

The Company reported a net loss of $42.12 million on
$15.23 million of revenues in fiscal 2012, compared with a net
loss of $34.15 million on $13.49 million of revenues in fiscal
2011.

The Company's balance sheet at April 30, 2012, showed
$28.26 million in total assets, $18.78 million in total
liabilities, and stockholders' equity of $9.48 million.

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

                       http://is.gd/L0HJZz

Tustin, California-based Peregrine Pharmaceuticals, Inc., is a
biopharmaceutical company developing first-in-class monoclonal
antibodies for the treatment and diagnosis of cancer.




PETER DEHAAN: Wants to Employ Sussman Shank as Attorney
-------------------------------------------------------
Peter DeHaan Holsteins, LLC, asks the Bankruptcy Court for
authorization to employ the firm Sussman Shank LLP as its attorney
to provide professional services in connection with the
administration of this Chapter 11 case.

The Debtor has selected Sussman Shank because of the firm's
experience and knowledge in the field of bankruptcy law.  The
Debtor believes Sussman Shank is well-qualified to represent it in
this case.  Sussman Shank's attorneys are duly admitted to
practice in this Court.

The firm's hourly rates for those individuals participating in
this case include:

         Jeffrey C. Misley              $395/hr
         Timothy A. Solomon             $295/hr
         Majesta P. Gruetzmacher        $175/hr
         Kathy A. Moody                 $185/hr

Sussman Shank LLP assures the Court that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Peter DeHaan Holsteins, LLC, an agricultural service provider from
Gaston, Oregon, filed a Chapter 11 petition (Bankr. D. Ore. Case
No. 12-35080) on June 29, 2012.  The Debtor estimated assets of
$10 million to $50 million and liabilities of up to $10 million.
Peter DeHaan from Dayton, Oregon, owns 100% of the Debtor.


RADIENT PHARMACEUTICALS: Signs License Agreement with GCDx
----------------------------------------------------------
Radient Pharmaceuticals Corporation entered into a license
agreement with Global Cancer Diagnostics, Inc., in order to
commercialize certain of the Company's intellectual property in
the form of a Lung Cancer test.  Under the Agreement, GCDx will be
the only company offering a test specific to lung cancer but will
not make use of or sell any of the Company's other tests using the
DR-70 reagents.

GCDx will pay an upfront license fee of $200,000 for the Licensed
Products and will pay for all costs related to patent and FDA
filings for the Licensed Products.  Both parties recognize the
need for additional development and testing of the Licensed
Products to obtain FDA Approval of same.  The parties will meet on
a quarterly basis to discuss the Licensed Products and the best
ways to ensure protection of same.  GCDx will pay the Company
royalties, which will be earned only upon actual receipt of
payment of revenue or sublicense license fees and sublicense
royalty fees by GCDx.

Although GCDx will pay all costs related to developing the
Licensed Products for commercial applications, including process
development costs, clinical study costs and costs related to the
FDA filing and approval process, the parties agreed that GCDx will
pay the Company $150 per hour for any additional services GCDx
requests above those services initially contemplated to carry out
this development.

The Agreement contains non-compete and confidentiality terms
regarding the Licensed Products, the latter of which expires 5
years after the Agreement terminates.

The Company said that although the upfront licensing fee and
potential ongoing licensing fees may help off-set certain of the
Company's working capital deficiencies, it will not be sufficient
to allow the Company to reestablish normal operations at this
time.

A copy of the License Agreement is available for free at:

                       http://is.gd/3B4wcB

                   About Radient Pharmaceuticals

Tustin, Calif.-based Radient Pharmaceuticals Corporation is
engaged in the research, development, manufacturing, sale and
marketing of its Onko-Sure(R) test kit, which is a proprietary in-
vitro diagnostic (or IVD) cancer test.  The Company markets its
Onko-Sure(R) test kits in the United States, Canada, Chile,
Europe, India, Korea, Japan, Taiwan, Vietnam and other markets
throughout the world.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, KMJ Corbin & Company
LLP, in Costa Mesa, California, expressed substantial doubt about
Radient's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses, had negative cash flows from operations in 2011 and 2010,
and has a working capital deficit of approximately $49.8 million
at Dec. 31, 2011.

The Company reported a net loss of $86.19 million in 2011,
compared with a net loss of $85.71 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.18 million
in total assets, $50.87 million in total current liabilities, and
a stockholders' deficit of $49.69 million.

                        Bankruptcy Warning

"The committee of our three independent directors continues to
assess whether the Company has any other options to remain in
business.  Due to the shortage of working capital, we were unable
to pay premiums associated with our Directors and Officers
insurance.  As a consequence, on June 25, 2012, we were informed
by two members of our Board of Directors of their resignation.  As
a result, we have only one independent Director serving on our
Board at this time.  Although our remaining sales team continues
to work towards completing pending and future sales of our Onko-
Sure test kit, if these sales are not completed and we do not
otherwise raise additional funds in the immediate future, it is
likely that we will be forced to cease all operations and might
seek protection from our creditors under the United States
bankruptcy laws," the Company said in its annual report for the
year ended Dec. 31, 2011.


REMEDENT INC: PKF Raises Going Concern Doubt
--------------------------------------------
Remedent, Inc., filed on July 16, 2012, its annual report on Form
10-K for the fiscal year ended March 31, 2012.

PKF bedrijfsrevisoren CVBA, in Brussels, Belgium, expressed
substantial doubt about Remedent's ability to continue as a going
concern.  The independent auditors noted that at March 31, 2012,
the financial situation of the Company has been affected by the
losses carried forward and the increased pressure on the operating
cash flows.  "This going concern assumption is appropriate on the
condition that sufficient funding will be realized to support the
Company's operations."

The Company reported net income of $1.30 million on $9.69 million
of net sales for fiscal 2012, compared with a net loss of $840,029
on $12.58 million of net sales for fiscal 2011.

The Company's balance sheet at March 31, 2012, showed
$6.97 million in total assets, $5.06 million in total liabilities,
and stockholders equity of $1.91 million.

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

                       http://is.gd/2DrfOh

Remedent, Inc., specializes in the research, development and
manufacturing and the marketing of oral care and cosmetic dental
products.  The Company serves the professional dental industry
with breakthrough technology for dental veneers.  These products
are supported by a line of professional veneer whitening and tooth
sensitivity solutions. Headquartered in Belgium, Remedent
distributes its products to more than 55 countries in the
worldwide.

The Company was originally incorporated under the laws of Arizona
in September 1996 under the name Remedent USA, Inc.  In
October 1998, the Company ws acquired by Resort World Enterprises,
Inc., a Nevada corporation in a share exchange, and the Company
immediately changed its name to Remedent USA, Inc., and later to
Remedent, Inc.


RITZ CAMERA: Taps Cole Schotz as Bankruptcy Counsel
---------------------------------------------------
Ritz Camera & Image, LLC, et al., ask for permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Cole,
Schotz, Meisel, Forman & Leonard, P.A., as bankruptcy counsel,
nunc pro tunc to the Petition Date.

By separate application, the Debtors are seeking to employ
WeinsweigAdvisors LLC as Chief Restructuring Officer.  Cole Schotz
will work closely with the CRO and the Debtors' senior management.

Cole Schotz will, among other things, advise and assist the
Debtors in the negotiation and documentation of financing
agreements, cash collateral arrangements, sale agreements, and
related transactions for these hourly rates:

      Irving E. Walker, Member                $545
      Gary H. Leibowitz, Member               $450
      Patrick J. Reilley, Member              $410
      G. David Dean, Member                   $380
      Sanjay K. Bhatnagar, Associate          $325
      Therese Scheuer, Associate              $285
      Amanda Bassen, Associate                $230
      Yvonne Dalton, Paralegal                $190

Irving E. Walker, a member at Cole Schotz, attests to the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                        About 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.

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.


RITZ CAMERA: Wants Marc Weinsweig as Chief Restructuring Officer
----------------------------------------------------------------
Ritz Camera & Image, LLC, et al., seek authorization from the U.S.
Bankruptcy Court for the District of Delaware to retain Marc
Weinsweig at WeinsweigAdvisors LLC as Chief Restructuring Officer,
nunc pro tunc to the Petition Date.

The services Mr. Weinsweig will render include the provision of
crisis and turnaround management services to the Debtors.  Mr.
Weinsweig's hourly fee is $425.  WeinsweigAdvisors will have a
financing fee of $150,000 for achieving certain restructuring
milestones, including entry of a final order approving (i) debtor-
in-possession financing or (ii) use of cash collateral.
WeinsweigAdvisors wil have a success fee opportunity for achieving
the restructuring objectives of the Debtors.  If creditors below
Crystal Financial LLC in the "waterfall" receive a minimum gross
recovery of $3,225,000, WeinsweigAdvisors will earn a success fee
of $100,000.  The engagement letter provides for an "evergreen"
retainer to be paid to WeinsweigAdvisors in the amount of
$500,000, to be held as continuing security for the payment of
fees and expenses to WeinsweigAdvisors and applied to any unpaid
amounts due to the firm at the completion of the engagement, with
the unused portion to be returned to the Debtors upon payment in
full of all fees and expenses.

Mr. Weinsweig, founder, principal and managing director of
WeinsweigAdvisors, attests to the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                        About 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.

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.


RITZ CAMERA: U.S. Trustee Appoints Seven-Member Committee
---------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors for Ritz Camera & Image, LLC, et al.

The members of the Committee are:

  1) GGP Limited Partnership
     Attn: Julie Minnick Bowden
     110 North Wacker Drive
     Chicago, IL 60606
     Tel: (312) 960-2707
     Fax: (312) 442-6574

  2) Simon Property Group, Inc.
     Attn: Ronald M. Tucker
     225 W. Washington Street
     Indianapolis, IN 46204
     Tel: (317) 263-2346
     Fax: (317) 263-7901

  3) Nikon Inc.
     Attn: John P. Browne
     1300 Walt Whitman Road
     Melville, NY 11747
     Tel: (631) 547-4251
     Fax: (631) 547-6261

  4) Fuji Film North America
     Attn: Dennis Fennell
     200 Summit Lake Drive
     Tel: (914) 789-8139
     Fax: (914) 789-8640

  5) Olympus Imaging America Inc.
     Attn: OIMA Credit Steve Renschen
     3500 Corporate Parkway
     Center Valley, PA 18034
     Tel: (484) 896-3415
     Fax: (484) 896-7789

  6) Lucidiam, Inc.
     Attn: John K. Johnson
     8100 Boone Boulevard, Suite 310
     Vienna, VA 22182
     Tel: (703) 564-3400 x 122

  7) Almo Fulfillment Services West, LLC
     Attn: Bill Littlestone
     2709 Commerce Way
     Philadelphia, PA 19154
     Tel: (215) 698-4042
     Fax: (267) 350-4442

                        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.


RITZ CAMERA: Wants to Extend Schedules Filing Deadline to Aug. 22
-----------------------------------------------------------------
Ritz Camera & Image, LLC, et al., ask the U.S. Bankruptcy Court
for the District of Delaware to give them an additional 30 days to
file their schedules of assets and liabilities and statements of
financial affairs, to and including Aug. 22, 2012.

The Debtors currently have until July 23, 2012 to file the
Schedules and Statements.

The Debtors submit that there isn't sufficient time or resources
to complete the Schedules and Statements by the Current Filing
Deadline, and rather than filing incomplete documents that would
require amendments at a later date, the Debtors seek a 30-day
extension to complete the task.  To prepare the Schedules and
Statements, the Debtors must compile information from books,
records, and documents related to the claims of approximately
2,000 creditors.  In addition, the Debtors would be required to
compile information on assets located in numerous locations and on
hundreds of contracts and leases.  The Debtors say that this
information is voluminous and assembling the necessary information
would require a significant expenditure of time and effort on the
part of the Debtors.

During the initial stage of the Chapter 11 cases, the Debtors and
their advisors will be focused on rejecting their unprofitable
leases, the sale process, and preserving their valuable business
operations and assets, while at the same time transitioning to
Chapter 11.  According to the Debtors, their limited number of
employees and advisors available for these tasks will be best
utilized towards the execution of these other actions, which will
contribute to maximizing the value of the Debtors' assets for the
benefit of all creditors, rather than preparing the Schedules and
Statements.

                        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.


RITZ CAMERA: Judge Approves Amended $20 Million DIP Loan
--------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that a Delaware
bankruptcy judge gave final approval Tuesday to Ritz Camera &
Image LLC's $20 million debtor-in-possession financing after the
bankrupt retailer and its creditors amended the agreement to
better preserve the administrative solvency of the estate while it
seeks a buyer.

                         Corrected Amount

Ritz Camera & Image, L.L.C., et al., filed with the Court a notice
of correction with respect to the interim order authorizing them
to obtain secured, superpriority postpetition financing.

According to the Debtors, the correct original committed amount of
the revolving credit facility portion of the DIP Facility is
$15,085,000, pursuant to the terms of the DIP Credit Agreement.

As reported in the Troubled Company Reporter on June 29, 2012, the
Debtors won an interim order authorizing them to obtain secured,
superpriority postpetition financing, consisting of a revolving
credit facility of $15,585,000 and a term loan facility of
$4,915,000, with Crystal Financial LLC as administrative and
collateral agent for the DIP lenders.  Specifically, the Debtors
are authorized to request extensions of credit up to an aggregate
principal amount of $3,000,000 at any one time outstanding.

The DIP credit agreement, among others, requires the Debtors to
continue to employ WeinsweigAdvisors LLC as restructuring
advisors.  The DIP lenders permit the Debtors to dispose of assets
in connection with a sale transaction that results in the
repayment of the loan in full in cash at the closing of the sale
transaction commencing no later than Sept. 14, 2012.  The
agreement caps any employment compensation to David M. Ritz to
$325,000 per annum.

The DIP facility also imposes these milestones:

     By 45 days after the     Borrowers must have obtained an
     petition date            extension of the deadline to assume
                              or reject leases to not less than
                              210 days from the petition date

     By July 6, 2012          Borrowers will have distributed an
                              information memorandum in connection
                              with a going concern sale

     By July 6, 2012          Borrowers will have filed a motion
                              seeking approval of bidding and
                              sale guidelines

     By July 31, 2012         Hearing held on sale guidelines

     By Aug. 3, 2012          Borrowers will have obtained
                              approval of sale guidelines

     By Aug. 6, 2012          Borrowers will have solicited bids
                              in connection with a going concern
                              sale or full chain liquidation

     By Aug. 16, 2012         Borrowers will have executed an
                              agency documents in connection with
                              selecting a stalking horse bidder

     By Sept. 6, 2012         Borrowers will have conducted an
                              auction for a going concern sale or
                              full chain liquidation

     By Sept. 10, 2012        Sale approval hearing

     By Sept. 14, 2012        Borrowers will have closed a deal

                         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.


ROSETTA GENOMICS: License Agreement with Avatao Ends July 12
------------------------------------------------------------
Rosetta Genomics Ltd., on June 12, 2012, delivered notice to
Avatao Biotech that it was terminating the License Agreement,
dated as of Oct. 10, 2011, by and between Rosetta and Avatao for
material breach due to (i) Avatao's failure to timely make
payments due to Rosetta under the Agreement and (ii) Avatao's
failure to use commercially reasonable efforts to bring the
licensed tests to market and failure to achieve diligence
milestones under the Agreement.

The amounts due were not paid to Rosetta within the 30 day cure
period provided by the Agreement.  Accordingly, pursuant to the
terms of the Agreement, the Agreement was terminated effective
July 12, 2012.  All licenses provided to Avatao are terminated and
Avatao is now required to transfer back to Rosetta ownership of
any registered patents or patent applications as well as any
property (physical or intellectual) which Avatao has received from
Rosetta.

                           About Rosetta

Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

In its auditors' report for the 2011 financial statements, Kost
Forer Gabbay & Kasierer, in Tel-Aviv, Israel, expressed
substantial doubt about Rosetta Genomics' ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses and generated negative
cash flows from operating activities in each of the three years in
the period ended Dec. 31, 2011.

The Company reported a net loss after discontinued operations of
$8.83 million on $103,000 of revenues for 2011, compared with a
net loss after discontinued operations of $14.76 million on
$279,000 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.04 million
in total assets, $2.40 million in total liabilities, and a
stockholders' deficit of $356,000.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, "We have used substantial funds to discover, develop and
protect our microRNA tests and technologies and will require
substantial additional funds to continue our operations.  Based on
our current operations, our existing funds, including the proceeds
from the January 2012 debt financing, will only be sufficient to
fund operations until late May, 2012.  We intend to seek funding
through collaborative arrangements and public or private equity
offerings and debt financings.  Additional funds may not be
available to us when needed on acceptable terms, or at all.  In
addition, the terms of any financing may adversely affect the
holdings or the rights of our existing shareholders.  For example,
if we raise additional funds by issuing equity securities, further
dilution to our then-existing shareholders may result.  Debt
financing, if available, may involve restrictive covenants that
could limit our flexibility in conducting future business
activities.  If we are unable to obtain funding on a timely basis,
we may be required to significantly curtail one or more of our
research or development programs.  We also could be required to
seek funds through arrangements with collaborators or others that
may require us to relinquish rights to some of our technologies,
tests or products in development or approved tests or products
that we would otherwise pursue on our own.  Our failure to raise
capital when needed will materially harm our business, financial
condition and results of operations, and may require us to seek
protection under the bankruptcy laws of Israel and the United
States."


S.TWO CORP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: S.Two Corp
        9410 Prototype Dr., Ste 1
        Reno, NV 89521

Bankruptcy Case No.: 12-51664

Chapter 11 Petition Date: July 17, 2012

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

Judge: Bruce T. Beesley

Debtor's Counsel: Chris D. Nichols, Esq.
                  PETRONI & NICHOLS, LTD.
                  417 W Plumb Ln
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  E-mail: noticesbh&p@renolaw.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 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nvb12-51664.pdf

The petition was signed by Christopher Romine, president and CEO.


SAN BERNARDINO, CA: Postpones Fiscal Emergency Vote
---------------------------------------------------
The San Bernardino City Council on Monday voted to delay the
financially troubled municipality's declaration of a fiscal
emergency that would fast-track the California city's bankruptcy
proceedings.

The San Bernardino Sun reported that the seven members of the City
Council unanimously decided to hold off on determining whether the
city should take such a measure ? a decision that, if enacted,
would allow San Bernardino to avoid the lengthy mediation
entanglement that typically accompanies municipal bankruptcy.

According to Bloomberg News, the City Council in the community of
about 209,000 residents east of Los Angeles put off the
declaration July 16 while agreeing to start formal contract
negotiations with it public-employee unions.

Mayor Patrick Morris said the city risks running out of money to
pay employees as soon as Aug. 15.

Without an emergency, a new labor-backed state law requires a 60-
to 90-day mediation with creditors including unions before a court
filing.

Bloomberg relates that Councilwoman Wendy McCammack urged
colleagues to postpone the emergency vote, saying it wasn't clear
how municipal cash had been shifted from restricted accounts to
the general fund that pays for police, fire and other basic
services.

In a bankruptcy, about $152 million of San Bernardino's $223
million in long-term bonds "should be unimpaired," Municipal
Market Advisors said yesterday in a note to investors, citing
revenue backing the debt from dedicated sources such as water and
sewer services.

About $48 million in pension-obligation securities, $12.4 million
in lease-revenue bonds and $11.5 million in certificates of
participation may be "at greater risk of adjustment" during the
legal process, according to the note from the Concord,
Massachusetts-based research company.

                      About San Bernardino

The city council of San Bernardino, California, voted on July 10,
2012, to file for bankruptcy, marking the third time in recent
weeks a city in the most populous U.S. state has opted to seek
protection from its creditors.

The decision by the leaders of San Bernardino, a city of about
210,000 residents approximately 65 miles (104 km) east of Los
Angeles, followed a report by city staff that projected city
spending would exceed revenue by $45 million in the current fiscal
year.

The Troubled Company Reporter previously reported the Chapter 9
bankruptcy filings of the city of Stockton and the town of Mammoth
Lakes.


SELECT TREE: To Make Adequate Protection Payments to Creditor
-------------------------------------------------------------
Select Tree Farms, Inc., asks the Bankruptcy Court to approve a
stipulation that provides adequate protection payments to DeLage
Landen.

Prior to the petition date, DeLage Landen loaned money to the
Debtor.  The amount outstanding under the loan is $252,989,
secured by first priority interests in several truck and compact
loaders owned by the Debtor.  Under the terms of the loan, the
Debtor was obligated to pay the creditor $4,050.69 for 60 months.

Under the terms of the stipulation, the Debtor will make adequate
protection payments of $300 per month starting May 15, 2012, and
every month thereafter.

A copy of the stipulation is available for free at:

               http://ResearchArchives.com/t/s?77a9

                     About Select Tree Farms

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).

Judge Carl L. Bucki presides over the case.  Beth Ann Bivona,
Esq., at Damon Morey LLP, serves as the Debtors' counsel.


SELECT TREE: Wants Exclusive Filing Period Extended to Nov. 2
-------------------------------------------------------------
Select Tree Farms, Inc., has asked the Bankruptcy Court for the
Western District of New York to extend for an additional 120 days,
or until Nov. 2, 2012, the period within which the Debtors
exclusively may file a Chapter 11 disclosure statement and plan of
reorganization.  The Debtor also seeks an extension until Jan. 1,
2013, of the exclusive period within which the Debtors alone might
solicit acceptances of such plan.

                     About Select Tree Farms

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).

Judge Carl L. Bucki presides over the case.  Beth Ann Bivona,
Esq., at Damon Morey LLP, serves as the Debtors' counsel.


SELECT TREE: Agrees With Lenders on Collection of Receivables
-------------------------------------------------------------
The Hon. Carl L. Bucki has approved a stipulation between Select
Tree Farms, Inc., and Evans Bank, N.A., and Farm Credit East, ACA,
to settle Farm Credit's motion for relief from the automatic stay.

As of the Petition Date, the Debtors owed Evans, secured by a lien
on accounts receivable generated from the sale of inventory
located in New York.  The Debtors also owed Farm Credit, secured
by a lien on accounts receivable generated from the sale of
inventory located in New Jersey.

Farm Credit has sought relief from the automatic stay to collect
accounts receivable owed by Andy Matt, Inc., Schitechel Nursery of
Oregon, Inc., and Quail Run Nursery.  Evans objected to Farm
Credit's request, arguing that Farm Credit did not have a first
priority lien on the identified accounts receivable.

The terms of the stipulation are:

     A. The stay is lifted to allow Farm Credit and Evans Bank,
        through a mutually agreed upon collection attorney that
        shall work on a contingency fee basis, to collect all
        prepetition accounts receivable of Select Tree Farms.

     B. From the Net Proceeds from the collection of the
        Prepetition AR owed by Andy Matt, Schitechel Nursery of
        Oregon, and Quail Run Nursery, Farm Credit will pay
        these sums to Evans: (a) from the Andy Matt AR, 6.8% of
        the Net Proceeds, and (b) from the SNO AR, 13.13% of the
        Net Proceeds.  The term "Net Proceeds" will mean the gross
        amounts received from the collection of Prepetition AR,
        less the legal fees and expenses incurred in collecting
        the accounts receivable.

     C. The Net Proceeds from the collection of the remaining
        Prepetition AR will be distributed to Evans Bank and Farm
        Credit pursuant to a consensual agreement between those
        two Parties or, in the event that an agreement cannot be
        reached between them, pursuant to an Order of the
        Bankruptcy Court based upon the priority of the pre-
        petition liens of Farm Credit and Evans Bank which will be
        determined by what portion of the inventory sold for each
        Pre-Petition AR was shipped from each respective location.
        If 60% of the trees that were sold pursuant to an invoice
        were shipped from the New York farm and 40% from the New
        Jersey Farm, Evans Bank would be entitled to receive 60%
        of the Net Proceeds from that account receivable and Farm
        Credit would be entitled to receive 40% of the Net
        Proceeds.

                     About Select Tree Farms

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).

Judge Carl L. Bucki presides over the case.  Beth Ann Bivona,
Esq., at Damon Morey LLP, serves as the Debtors' counsel.


SHARPER IMAGE: TSIC Wants Chapter 11 Case Dismissed
---------------------------------------------------
BankruptcyData.com reports that Sharper Image and its official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a motion for an order (i) approving procedures for the (A)
dismissal of the Debtor's Chapter 11 proceeding, (B) distribution
of certain funds to holders of allowed unsecured claims and (C)
disallowance of certain gift card claims. The Debtors assert,
"Because there are no viable assets remaining for a chapter 7
trustee to marshal or monetize and no estate funds available for
distribution to unsecured creditors, the best interests of this
estate will be served through an orderly dismissal of TSIC's
chapter 11 case. Conversion to chapter 7 would result in the
unnecessary accrual of chapter 7 administrative expenses to the
detriment of the Debtor's chapter 11 creditors. The Committee
joins the Debtor's belief that the best interests of TSIC's estate
will be served by an orderly dismissal process."

The Court scheduled an August 13, 2012 hearing on the matter.

                       About Sharper Image

Headquartered in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- was a multi-channel specialty
retailer.  It operated in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The Company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it was also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The Company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D. Del. Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP, serve
as the Company's lead counsel.  Steven K. Kortanek, Esq., and John
H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice, P.L.L.C.,
serve as the Company's local Delaware counsel.

An official committee of unsecured creditors was appointed in the
case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it disclosed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor disclosed $52,962,174 in total assets and
$39,302,455 in total debts.

Sharper Image changed its name to "TSIC, Inc." following the going
out of business sales of its assets by a group consisting of
Gordon Brothers Retail Partners, LLC, GB Brands, LLC, Hilco
Merchant Resources, LLC, and Hilco Consumer Capital, LLC.


SOUPMAN INC: Incurs $1.2 Million Net Loss in May 31 Quarter
-----------------------------------------------------------
Soupman, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.20 million on $361,576 of total sales for the three months
ended May 31, 2012, compared with a net loss of $1.63 million on
$411,654 of total sales for the same period a year ago.

For the nine months ended May 31, 2012, the Company reported a net
loss of $3.19 million on $1.30 million of total sales, compared
with a net loss of $4.12 million on $760,451 of total sales for
the same period during the prior year.

The Company's balance sheet at May 31, 2012, showed $902,004 in
total assets, $7.88 million in total liabilities, all current, and
a $6.98 million total stockholders' deficit.

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

                        http://is.gd/5G9ZrN

                        About Soupman Inc.

Staten Island, New York-based Soupman, Inc., currently
manufactures and sells soup to grocery chains and other outlets
and to its franchised restaurants under the brand name "The
Original Soupman".

Berman & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about Soupman's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Aug. 31, 2011.  The independent auditors noted that the Company
has a net loss of $6.21 million and net cash used in operations of
$2.11 million for the year ended Aug. 31, 2011; and has a working
capital deficit of $5.47 million, and a stockholders' deficit of
$4.68 million at Aug. 31, 2011.


SOUTHERN PRODUCTS: Delays May 31 Quarterly Report
-------------------------------------------------
Southern Products, Inc., was unable to compile the necessary
financial information required to prepare a complete filing of its
quarterly report for the period ended May 31, 2012.  Thus, the
Company would be unable to file the periodic report in a timely
manner without unreasonable effort or expense.  Southern Products
Company expects to file within the extension period.

                      About Southern Products

City of Industry, Calif.-based Southern Products, Inc., is in the
business of designing, assembling and marketing consumer
electronics products, primarily flat screen high-definition
televisions using LCD and LED technologies.  Through Nov. 30,
2011, the Company has six LCD and LED widescreen televisions on
the market.

The Company reported a net loss of $1.47 million for the year
ended Feb. 29, 2012, compared with a net loss of $47,966 for the
year ended Feb. 28, 2011.

The Company's balance sheet at Feb. 29, 2012, showed $2.08 million
in total assets, $3.58 million in total liabilities and a $1.50
million total shareholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Feb. 29, 2012, citing negative
working capital and losses from operations which factors raise
substantial doubt about the Company's ability to continue as a
going concern.


SOUTHERN WIND: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Southern Wind, Inc.
        dba Carolina Moon Cabins, Inc.
        274 James Way
        Hendersonville, NC 28792

Bankruptcy Case No.: 12-10596

Chapter 11 Petition Date: July 17, 2012

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: H. Trade Elkins, Esq.
                  ELKINS LAW FIRM, PA
                  228 6th Avenue East
                  Suite 1B
                  Hendersonville, NC 28792
                  Tel: (828) 692-2205
                  Fax: (828) 692- 8469
                  E-mail: trade@elkinslawfirm.net

Scheduled Assets: $1,207,335

Scheduled Liabilities: $619,400

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Capital One               Credit card            $18,400
P.O. Box 105131           purchases
Atlanta, GA 30348-5131

The petition was signed by Robert A. Indelicato, president.


SYMS CORP: Court Extends Plan Filing Deadline to Aug. 29
--------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware extended the exclusive periods of Filene's
Basement LLC and its debtor-affiliates to:

  -- file a Chapter 11 plan of liquidation or reorganization until
     Aug. 29, 2012, and

  -- solicit acceptances of that plan until Sept. 29, 2012.

According to the Debtors, they need additional time to conclude
plan negotiations and finalize amended plan terms and a disclosure
statement thereto, and then solicit acceptances of a plan on a
consensual basis and avoid the delay and expense that would be
incurred if competing plans were filed.

As reported by the Troubled Company Reporter, Filene's Basement's
official committee of unsecured creditors asked the Court to
terminate the exclusivity periods, saying "The terms of this
insider-driven, equity-dominated joint plan are totally
unacceptable to the Committee and will be soundly rejected by the
creditors it represents.  The issue for the Court to decide is
whether the Debtors acting as a front for Marcy Syms should be
permitted to continue to maintain exclusive control over the plan
process in these cases even though Ms. Syms will have no
continuing role or stake in the Reorganized Debtors, while the
creditors, who have by far the largest economic stake at risk in
the Reorganized Debtors, are precluded from putting forth their
own plan of reorganization."

               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.


T3 MOTION: Obtains $275,000 Bridge Loan from JMJ Financial
----------------------------------------------------------
T3 Motion, Inc., entered into a Securities Purchase Agreement with
JMJ Financial on July 10, 2012.  In connection with the Purchase
Agreement, the Company and JMJ also entered into a Secured
Promissory Note Agreement and a Security Agreement.

Pursuant to the terms and subject to the conditions set forth in
the Purchase Agreement, JMJ provided a senior secured bridge loan
to the Company in the aggregate principal amount of $275,000.
Pursuant to the terms of the Security Agreement, the Loan is
secured by all assets of the Company.  JMJ delivered net proceeds
to the Company in the amount of $250,000.  The Note is due 21 days
following receipt of the net proceeds, or July 31, 2012.  During
the 21 day period commencing on July 11, 2012, JMJ may, at its
option, invest up to an additional $1,000,000 in part, whole, or
in multiple transactions in the Company, upon terms agreed to
between the parties.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

After auditing the 2011 results, KMJ Corbin & Company LLP, in
Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has had negative cash flows from operations since
inception, and at Dec. 31, 2011, has an accumulated deficit of
$54.9 million.

The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.

The Company's balance sheet at March 31, 2012, showed $3.37
million in total assets, $2.47 million in total liabilities and
$903,439 in total stockholders' equity.


TARGETED MEDICAL: Restates 2011 and 2010 Annual Reports
-------------------------------------------------------
Targeted Medical Pharma, Inc., filed on July 16, 2012, Amendment
No. 1 to its annual report on Form 10-K/A for the purpose of
restating its audited consolidated financial statements for the
years ended Dec. 31, 2011, and 2010, to correctly reflect the tax
effect of the change in application of an accounting principal
concerning revenue recognition.  Except for these changes, no
further amendments or revisions have been made to the annual
report.

Net loss for the 12 months ended Dec. 31, 2011, was $4.18 million
compared to net loss of $506,113 for the 12 months ended Dec. 31,
2010.

Total revenue for the 12 months ended Dec. 31, 2011, increased to
$8.81 million from the restated amount of $7.62 million for the 12
months ended Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $8.98 million
in total assets, $8.37 million in total liabilities, and
shareholders' equity of $607,433.

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 $4,177,050
as well as accumulated deficit amounting to $4,098,612.  "Further
the Company appears to have inadequate cash and cash equivalents
of $147,364 as of Dec. 31, 2011, to cover projected operating
costs for the next 12 months.  As a result, the Company is
dependent upon further financing, development of revenue streams
with shorter collection times and accelerating collections on our
physician managed and hybrid revenue streams."

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

                        http://is.gd/7cbK6c

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.


THERMOENERGY CORP: Sells 17.3 Million Shares for $1.7 Million
-------------------------------------------------------------
ThermoEnergy Corporation entered into separate Securities Purchase
Agreements with each of 26 individuals and entities pursuant to
which the Company issued to the Investors an aggregate of
17,316,250 shares of the Company's Common Stock and Common Stock
Purchase Warrants for the purchase of an additional 17,316,250
shares of the Company's Common Stock.  The aggregate purchase
price for the Shares and Warrants was $1,731,625.

Among the Investors were four of the Company's affiliates: Cary G.
Bullock, the Company's Chairman and CEO; Robert F. Marrs, the
Company's Vice President - Business Development; J. Winder Hughes
III, a member of the Company's Board of Directors; and The Quercus
Trust, which is the beneficial owner of more than 10% of the
Company's Common Stock.

The Warrants entitle the holders thereof to purchase, at any time
on or prior to July 11, 2017, shares of the Company's Common Stock
at an exercise price of $0.15 per share.

Each Warrant provides for cashless exercise if, on the date on
which it is exercised, all of the Warrant Shares issuable
thereunder are not eligible for resale to the public pursuant to a
Registration Statement filed with the Commission and declared
effective pursuant to the Securities Act.

For its services in connection with these transactions, the
Company paid Dawson James Securities, Inc., a registered broker-
dealer, a fee of $135,412 and a non-accountable expense allowance
of $27,082.  The Company has also agreed to issue to Dawson James
a Common Stock Purchase Warrant, in form identical to the Warrants
issued to the Investors except that the cashless exercise
provision will apply under all circumstances, for the purchase of
up to 1,354,125 shares of the Company's Common Stock at an
exercise price of $0.15 per share.

The Company intends to use the net proceeds from the sale of the
Shares and Warrants for general working capital purposes.

A copy of the Securities Purchase Agreement is available at:

                        http://is.gd/MA0TwM

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

After auditing the 2011 results, Grant Thornton LLP, in Boston,
Massachusetts, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company incurred a net loss for the year ended
Dec. 31, 2011, and, as of that date, the Company's current
liabilities exceeded its current assets by $3,387,000 and its
total liabilities exceeded its total assets by $4,603,000.

The Company reported a net loss of $17.38 million in 2011,
compared with a net loss of $14.85 million during the prior year.

The Company's balance sheet at March 31, 2012, showed
$5.26 million in total assets, $10.66 million in total
liabilities, and a $5.39 million total stockholders' deficiency.


THORNBURG MORTGAGE: Objection to Case Trustee's Fees Bid Extended
-----------------------------------------------------------------
In the lawsuit, Credit Suisse Securities (USA) LLC, as Collateral
Agent v. TMST, Inc., et al., AP No. 09-00574 (DWK) (Bankr. D. Md.
Aug. 28, 2009), the parties agreed that Joel I. Sher, the Chapter
11 Trustee of TMST, Inc., f/k/a Thornburg Mortgage, Inc., et al.,
would file a motion pursuant to 11 U.S.C. Sec. 506(c) for any
costs and expenses that the Chapter 11 Trustee seeks to recover
against property determined in the Adversary Proceeding to be the
collateral of Credit Suisse Securities (USA) LLC, Credit Suisse
International, UBS AG (as successor to UBS Securities, LLC),
Citigroup Global Markets, Ltd., JPMorgan Chase Funding Inc. (as
successor to Bear Stearns Investment Products Inc.), Royal Bank of
Scotland plc, RBS Securities Inc. (f/k/a Greenwich Capital
Markets, Inc.), and Greenwich Capital Derivatives.

Credit Suisse Securities (USA) LLC initiated and prosecuted the
Adversary Proceeding as Collateral Agent on behalf of the
Counterparties.

On May 31, 2012, the Chapter 11 Trustee filed the Motion Pursuant
to Section 506(c).

The deadline for the Collateral Agent and the Counterparties to
file objections to the Motion was set for July 2, 2012.  The
objection deadline was later extended to July 16.

The parties to the Adversary Proceeding, as well as the
Counterparties, have reached an agreement of the terms of a
settlement of all litigation pending in the Adversary Proceeding,
and are in the process of finalizing the documentation.
Accordingly the parties agree to extend the objection deadline to
July 30.

A copy of the parties' Stipulation and Consent Order, signed by
the Court on July 16, 2012, is available at http://is.gd/6G5PsD
from Leagle.com.

                      About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single- family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


TOWERS CONDOMINIUM: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Towers Condominium Partners, Ltd.
        dba The Towers at Cross Lake
        13636 Goldmark Drive
        Suite 2601
        Dallas, TX 75240

Bankruptcy Case No.: 12-34637

Chapter 11 Petition Date: July 17, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Ln. Ste. 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.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 Tim Barton, managing member of Condo
Towers GP, LLC, general partner.


TOWN CENTER: District Creditor Plan Wins Court Approval
-------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida confirmed the Second Amended and
Modified Plan of Reorganization for Town Center at Doral, LLC.

The confirmed Plan was proposed by Landmark at Doral Community
Development District, a local unit of special purpose government,
U.S. Bank National Association, as indenture trustee, and Florida
Prime Holdings, LLC.

The District Creditor Plan provides for a sale of the Debtors'
property and a distribution of the net cash remaining in the
estates at confirmation and proceeds of litigation to Creditors
with Allowed Claims.  Holders of Interests will receive no
distribution under the District Creditor Plan.  A Liquidating
Trust will be formed and will receive the excluded assets
(including Liquidating Trust Actions) and any other unencumbered
assets upon the Effective Date.  The Liquidating Trustee will
administer those assets transferred to the Liquidating Trust,
prosecute Liquidating Trust Actions and reduce all to cash to
allow distribution consistent with the District Creditor Plan.

A copy of the Second Amended and Modified Plan is available for
free http://bankrupt.com/misc/TOWN_CENTER_plan_2amended.pdf

                         About Town Center

Town Center at Doral, LLC, Landmark at Doral East, LLC, Landmark
at Doral South, LLC, Landmark Club at Doral, LLC, and Landmark at
Doral Developers, LLC, companies associated with the aborted
Landmark at Doral development, filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19,
2011, almost three years after AmTrust Bank sought to foreclose on
the project.  Town Center at Doral, LLC, posted assets of
$29,297,300 and liabilities of $166,133,171.  Isaac Kodsi signed
the petitions as vice president.

The Property consists of 16 individual tracts of land that remain
undeveloped with the exception of an unfinished 4-level parking
garage. Prior to the Petition Date, the Debtors had sought and
obtained approvals for the development of residential units
(townhomes and condominiums), retail/office/mixed use, and flex
office at the Property.

Mindy A. Mora, Esq., and Tara V. Trevorrow, Esq., at Bilzin
Sumberg Baena Price & Axelrod, LLP, in Miami, serve as counsel to
the Debtors.

Glenn D. Moses, Esq., at Genovese, Joblove & Battista, P.A., IN
Miami, represents the official committee of unsecured creditors.

Cleveland, Ohio-based AmTrust filed for foreclosure in
October 2008 based on the $124.4 million in mortgages that were
granted the developer in 2005.  Several projects started by EB
Developers fell into foreclosure after owner and CEO Elie Berdugo
died in February 2008.


TOWN CENTER: Landmark at Doral OK'd to Acquire Assets for $67.5MM
-----------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida, in a final order, authorized the
sale of Town Center at Doral, LLC's assets outside the ordinary
course of business in relation to the Second Amended and Modified
Plan of Reorganization.

The Plan was proposed by Landmark at Doral Community Development
District, a local unit of special purpose government, U.S. Bank
National Association, as indenture trustee, and Florida Prime
Holdings, LLC.

The Court approved the sale of all licenses, permits, contract
rights, development rights, and approvals pertaining to the
ownership or operation of the real property to the District or its
designee, and the transfer of the property to the District or its
designee free and clear of all interests, pledges, liens,
claims and encumbrances.  The Court found that the District's
stalking horse bid of $67.5 million, which is a credit bid, is the
successful bid.

The Court also found that no other qualified bids were submitted
other than the District's stalking horse bid, and the June 15,
2012, auction was not necessary and properly canceled by the Plan
Proponents.

                         About Town Center

Town Center at Doral, LLC, Landmark at Doral East, LLC, Landmark
at Doral South, LLC, Landmark Club at Doral, LLC, and Landmark at
Doral Developers, LLC, companies associated with the aborted
Landmark at Doral development, filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19,
2011, almost three years after AmTrust Bank sought to foreclose on
the project.  Town Center at Doral, LLC, posted assets of
$29,297,300 and liabilities of $166,133,171.  Isaac Kodsi signed
the petitions as vice president.

The Property consists of 16 individual tracts of land that remain
undeveloped with the exception of an unfinished 4-level parking
garage. Prior to the Petition Date, the Debtors had sought and
obtained approvals for the development of residential units
(townhomes and condominiums), retail/office/mixed use, and flex
office at the Property.

Mindy A. Mora, Esq., and Tara V. Trevorrow, Esq., at Bilzin
Sumberg Baena Price & Axelrod, LLP, in Miami, serve as counsel to
the Debtors.

Glenn D. Moses, Esq., at Genovese, Joblove & Battista, P.A., IN
Miami, represents the official committee of unsecured creditors.

Cleveland, Ohio-based AmTrust filed for foreclosure in
October 2008 based on the $124.4 million in mortgages that were
granted the developer in 2005.  Several projects started by EB
Developers fell into foreclosure after owner and CEO Elie Berdugo
died in February 2008.




TRAINOR GLASS: Cash Collateral Access Extended to October 5
-----------------------------------------------------------
The U.S. Bankruptcy Court granted a motion that amends the
"termination date" provision in a prior Court order authorizing
Trainor Glass Company to use cash collateral and obtain
postpetition secured financing.  Pursuant to the Amendment Order,
the termination date will be the earlier of:

   (a) the date on which the Postpetition Lender provides, via
       facsimile or overnight mail, written notice to counsel for
       the Debtor and counsel for the Committee of the occurrence
       and continuance of an Event of Default; and

   (b) October 5, 2012, unless the Postpetition Lender will have
       agreed in writing to a Budget providing for the use of Cash
       Collateral beyond October 5, 2012.

As reported by the Troubled Company Reporter on July 16, 2012,
Trainor Glass said in a court filing that First Midwest Bank, its
postpetition lender, has agreed to allow it access to cash
collateral until October.  The cash collateral motion filed
July 3, 2012, says the lender has agreed to a third and amended
supplemental budget which runs through Sept. 30, 2012.  The
document also says the postpetition lender has agreed to extend
the termination date until the earlier of (a) the lender serving a
notice of the occurrence of an event of default, and (b) Oct. 5,
unless the lender agrees to an extension.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


UNIVERSITY GENERAL: Units Ink Settlement Agreement with Regions
---------------------------------------------------------------
University General Hospital, LP, and University Hospital Systems,
LLP, each wholly-owned subsidiaries of University General Health
System, Inc., entered into a Compromise Settlement Agreement and
Release of Claims with Regions Bank.  The Agreement is dated
effective June 29, 2012.

Pursuant to the Agreement, UGH and UHS settled certain disputes
and obligations with Regions Bank related to (i) the loans
evidenced by that certain promissory note dated Aug. 14, 2006, in
the original principal amount of $1,000,000 executed by UHS, (ii)
the loans evidenced by that certain promissory note dated Dec. 13,
2006, in the original principal amount of $1,000,000 executed by
the former partners of UHS and and (iii) the Master Equipment
Lease dated Aug. 30, 2006, obligating UGH to pay rentals of
$11,184,379 for certain medical equipment leased to UGH.  Pursuant
to the Agreement, on June 29, 2012, UHS paid:

   (i) $735,162 in full and final settlement of the UHS Loan;

  (ii) $764,837 in full and final settlement of the Doctors Loan;
       and

(iii) $1,250,000 as the initial installment for the full and
       final settlement of the Equipment Lease.

The second installment of $2,215,000 for the settlement of the
Equipment Lease is due on or before Sept. 28, 2012, and the
final installment of $2,125,000 for the settlement of the
Equipment Lease is due on or before Dec. 31, 2012.

The Company expects to record a one-time gain of approximately
$2.6 million as a result of the Regions Settlement.

A copy of the Settlement Agreement is available for free at:

                       http://is.gd/5efz5R

                    About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operateS one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at March 31, 2012, showed $113.64
million in total assets, $113.75 million in total liabilities and
a $108,610 total deficit.


VOICESERVE INC: Michael Studer Raises Going Concern Doubt
---------------------------------------------------------
VoiceServe, Inc., filed on July 16, 2012, its annual report on
Form 10-K for the fiscal year ended March 31, 2012.

Michael T. Studer CPA P.C., in Freeport, New York, expressed
substantial doubt about VoiceServe's ability to continue as a
going concern.  The independent auditor noted that the Company's
present financial situation raises substantial doubt about its
ability to continue as a going concern.

The Company reported a net loss of $1.89 million on $4.55 million
of revenues for fiscal 2012, compared with a net loss of $772,057
on $4.40 million of revenues for fiscal 2011.

The Company's balance sheet at March 31, 2012, showed
$2.35 million in total assets, $1.72 million in total liabilities,
and stockholders' equity of $636,076.

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

                       http://is.gd/icrG5c

Headquartered in Middlesex, England, VoiceServe, Inc., is a
holding company whose mission, through its subsidiaries, is to
enable voice over internet protocol ("VoIP") business and
entrepreneurs to offer a full array of VoIP services globally.

The Company generates revenue by developing, manufacturing,
licensing, and supporting a wide range of VoIP software products
and services for many different types of communication devices.


VS FOX: Files Schedules of Assets and Liabilities
-------------------------------------------------
VS Fox Ridge LLC filed with the Bankruptcy Court for the District
of Utah its schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets         Liabilities
     ----------------             -----------      -----------
  A. Real Property                         $0
  B. Personal Property            $95,600,103
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                         $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $27,814,802
                                 -----------       -----------
        TOTAL                    $95,600,103       $27,814,802

A full text copy of the schedules of assets and liabilities is
available free at:

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

VS Fox Ridge LLC filed a Chapter 11 petition (Bankr. D. Utah Case
No. 12-28001) on June 20, 2012, in Salt Lake City.  Matthew M.
Boley, Esq., in Salt Lake City, serves as counsel to the Debtor.
The petition was signed by Stephen Christensen, manager.  An
affiliate, Stephen and Victoria Christensen, sought Chapter 11
protection on the same day.


VS FOX: Amends List of Creditors Holding 8 Largest Claims
---------------------------------------------------------
VS Fox Ridge, LLC, has filed an amended list of its largest
unsecured creditors.  The new list amends Scott Rasmusen's claim
from $5,000 to $8,802.

The Debtor identified eight unsecured creditors in its list:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Forge Investments UT, LLC          --                  $22,500,000
2222 South Main Street, Suite 2200
Salt Lake City, UT 84101

Forge Investments UT, LLC          --                   $2,500,000
2222 South Main Street, Suite 2200
Salt Lake City, UT 84101

McKay Christensen                  --                   $1,500,000
2720 Shady Hollow Lane
Lehi, UT 84043

RR Penga, LLC                      --                     $925,000

Richard Stapp                      --                     $225,000

Mitchel Barlow                     --                     $100,000
Nine Exchange Place, Suite 600
Salt Lake City, UT 84101

Steven & Victoria                  --                      $31,000
975 E Alpine Blvd
Alpine, UT 84004

White & Rasmusen, LLC              --                       $8,802
Attn: Scott Rasmusen
2195 West 5400 South Suite 200
Salt City, UT 84129

                            About VS Fox

VS Fox Ridge LLC filed a Chapter 11 petition (Bankr. D. Utah Case
No. 12-28001) on June 20, 2012, in Salt Lake City.  Matthew M.
Boley, Esq., in Salt Lake City, serves as counsel to the Debtor.
The petition was signed by Stephen Christensen, manager.  An
affiliate, Stephen and Victoria Christensen, sought Chapter 11
protection on the same day.


WAGSTAFF PROPERTIES: Court OKs Additional Tasks for Newmark Grubb
-----------------------------------------------------------------
Wagstaff Properties LLC and Wagstaff Minnesota, Inc. sought and
obtained approval from the U.S. Bankruptcy Court to amend the
terms and conditions of the employment of Grubb & Ellis Company,
dba Newmark Grubb Knight Frank, as consultant.

On Oct. 21, 2011, the Court approved the Debtors' application to
employ Grubb & Ellis as their real estate consultant, to perform
certain enumerated services for the Debtors' estates.

The Debtors supplemented the original application to (a) update
the name of Grubb & Ellis to Newmark Grubb Knight Frank, (b)
describe the additional services requested by the Debtors and
related fees, and (c) clarify when the Incentive Fees are earned
and payable.

After extensive negotiations throughout the pendency of these
chapter 11 cases, the Debtors and KFC Corporation have reached an
agreement memorialized in a settlement agreement, pursuant to
which, the Debtors have agreed to abandon efforts to reinstate
their franchise with KFCC.  In light of the Settlement Agreement,
the Debtors are examining, among other things, the sale of
substantially all of their assets.

Due to the Debtors' changed strategy with respect to maximizing
the value for their estates and creditors, the Debtors require
additional real estate consultant services not previously provided
for in the original engagement letter, dated Oct. 19, 2011,
between the Debtors and Grubb & Ellis.

The Debtors require assistance in creating Brokers Opinions of
Value for their owned properties and selling their owned
properties.

The amount and terms of compensation for all services that were
covered in the Original Engagement Letter shall remain unchanged.

The Amended & Restated Engagement Letter provides that NGKF's fees
for creating BOVs are $1,000 per BOV, which will be rebated from
any sales fee earned, should NGKF sell such site(s).  The Debtors
are informed that the creation of each BOV requires about five
hours of research and preparation, including the use of their
subscription listing service.  In addition, NGKF's propriety
database ensures accurate and reliable information.  BOV fees will
be paid within 30 days of completion and delivery of the BOV, or
in accordance with any order entered by the Court approving the
Supplemental Application, if such order provides for a different
payment.

Additionally, the Amended & Restated Engagement Letter provides
that (a) NGKF's fee for selling Debtor-owned un-leased properties
is 6% of the gross sale price, and (b) NGKF's fee for selling
Debtor-owned leased property, whether individually or in a
package, is 4% of the gross sales price. Such fees are paid at the
closing of the sale, or in accordance with any order entered by
the Court approving the Supplemental Application.

The Debtors attest that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                    About Wagstaff Properties

Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011.  The cases are jointly
administered with Wagstaff Minnesota, Inc. (Case No. 11-43073).
Bankruptcy Judge Nancy C. Dreher presides over the cases.
Fredrikson & Byron, PA, and Peitzman Weg & Kempinsky LLP,
represent the Debtors in their restructuring efforts.  Alvarez &
Marsal North America LLC serves as the Debtors' financial advisor.
Trinity Capital, LLC and its affiliated broker-dealer, BWK Trinity
Capital Securities LLC, serve as the Debtors' investment banker
with respect to a sale of their assets.  Epiq Bankruptcy Solutions
LLC provides administrative, noticing and balloting services.
Wagstaff Properties estimated assets and liabilities at
$10 million to $50 million.

On June 8, 2011, the U.S. Trustee appointed three member to the
Official Committee of Unsecured Creditors in the Debtors' cases.
Freeborn & Peters LLP and Lommen, Abdo, Cole, King & Stageberg
P.A. serve as the Committee's counsel.


WATERLOO GARDENS: Meeting to Form Panel Set on July 26
------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on July 26, 2012, at 2:00 p.m. in
the bankruptcy cases of Waterloo Gardens, Inc. and  Waterloo
Landscaping, Inc.  The meeting will be held at:

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

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

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

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Waterloo Gardens, Inc., and Waterloo Landscaping, Inc., sought
Chapter 11 protection (Bankr. E. D. Penn. Case Nos. 12-16080 and
Case No. 12-16081) on June 26, 2012 in Philadelphia, Pennsylvania.
Albert A. Ciardi, III, Esq., Jennifer E. Cranston, Esq., at Ciardi
Ciardi & Astin, P.C., serves as counsel to the Debtors.  Waterloo
Gardens estimated up to $10 million in assets and up to $50
million in debts.


WEGENER CORP: Delays June 1 Quarterly Report
--------------------------------------------
Wegener Corporation was unable to file its quarterly report on
Form 10-Q for the period ended June 1, 2012, by the prescribed
date without unreasonable effort or expense due to delays involved
in compiling the Company's financial information.  The Company
expects to file the Form 10-Q no later than the fifth calendar day
following the prescribed due date, as permitted by Rule 12b-25.

                         About Wegener Corp.

Johns Creek, Ga.-based Wegener Corporation --
http://www.wegener.com/-- was formed in 1977 and is a Delaware
corporation.  The Company conducts its continuing business through
Wegener Communications, Inc. (WCI), a wholly-owned subsidiary.
WCI, a Georgia corporation, is an international provider of
digital video and audio solutions for broadcast television, radio,
telco, private and cable networks.

The Company reported a net loss of $1.46 million for the year
ended Sept. 2, 2011, compared with a net loss of $2.31 million for
the year ended Sept. 3, 2010.

The Company's balance sheet at March 2, 2012, showed $6.03 million
in total assets, $8.74 million in total liabilities, all current,
and a $2.70 million total capital deficit.

In its report on the Company's 2011 results, Habif, Arogeti &
Wynne, LLP, in Atlanta, Georgia, noted that the Company has
suffered recurring losses from operations and has a capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.

                        Bankruptcy warning

In its Form 10-K for the period ended Sept. 2, 2011, the Company
said that its ability to continue as a going concern is dependent
on generating sufficient new orders and revenues in the very near
term to provide sufficient cash flow from operations to pay the
Company's current level of operating expenses, to provide for
inventory purchases and to reduce past due amounts owed to vendors
and service providers.  No assurances may be given that the
Company will be able to achieve sufficient levels of new orders in
the near term to provide adequate levels of cash flow from
operations.  Should the Company be unable to achieve near term
profitability and generate sufficient cash flow from operations,
the Company would need to raise additional capital or obtain
additional borrowings beyond the Company's existing loan facility.
The Company currently has limited sources of capital, including
the public and private placement of equity securities and
additional debt financing.  No assurances can be given that
additional capital or borrowings would be available to allow the
Company to continue as a going concern.  If near term shippable
bookings are insufficient to provide adequate levels of near term
liquidity and any required additional capital or borrowings are
unavailable, the Company will likely be forced to enter into
federal bankruptcy proceedings.


WYLDFIRE ENERGY: Hires Ron L. Yandell as Counsel
------------------------------------------------
Wyldfire Energy, Inc., asks for permission from the U.S.
Bankruptcy Court to employ Ron L. Yandell as counsel.

Ron L. Yandell attests his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

Ron L. Yandell has been paid a total of $17,000 in connection with
the Chapter 11 proceeding.  This amount represents the filing fee
of $1,047, as a deposit for U.S. Trustee's fees and $15,593 as
retainer in connection with the case.

Mr. Yandell will charge the Debtor $25 per hour for work
performed.

Wyldfire Energy, Inc., Inc. filed a Chapter 11 petition (Bankr. N.
D. Tex. Case No. 12-70239) on June 20, 2012, in Wichita Falls,
Texas.  Ronald L. Yandell, Esq., serves as counsel to the Debtor.
The petition was signed by Tamara L. Ford, president.


WYLDFIRE ENERGY: Schedules and Statement Due July 19
----------------------------------------------------
Wyldfire Energy, Inc., has until today, July 19, to file its
schedules of assets and liabilities and statement of financial
affairs, according to an order issued by the Bankruptcy Court.

Wyldfire Energy, Inc., Inc. filed a Chapter 11 petition (Bankr. N.
D. Tex. Case No. 12-70239) on June 20, 2012 in Wichita Falls,
Texas.  Ronald L. Yandell, Esq., serves as counsel to the Debtor.
The petition was signed by Tamara L. Ford, president.


YRC WORLDWIDE: S&P Rates $400M Senior Secured Debt 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Overland Park, Kan.-based YRCW Receivables LLC's $400 million
asset-backed loan (ABL) facility due September 2014. The ABL
facility was finalized in conjunction with YRC Worldwide Inc.'s
financial restructuring (completed on July 22, 2011), comprises a
$175 million term A tranche and a $225 million term B tranche. The
ABL facility is secured by a first lien on accounts receivable
from various operating subsidiaries.

"We assigned a '1' recovery rating to the term loan A and term
loan B facilities to reflect our expectation that lenders would
receive very high (90%-100%) recovery following a payment
default," S&P said.

"The ratings on parent company YRC Worldwide Inc. (YRCW) reflect
its position in the competitive, capital-intensive, and cyclical
trucking industry. In addition, the company has meaningful off-
balance-sheet contingent obligations related to its multiemployer
pension plans. YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, is a positive. Standard & Poor's categorizes YRCW's
business risk profile as 'vulnerable,' financial risk profile as
'highly leveraged,' and liquidity as 'less than adequate'
according to our criteria," S&P said.

"YRCW's liquidity remains constrained, given its sizable operating
losses and covenant restrictions. Still, we expect the company to
reduce losses as a result of prior wage concessions and
rationalization of its LTL network. We could lower the ratings if
earnings and cash flow worsens such that we believe a default
could occur within six months, absent unexpected favorable events.
Although we expect gradual improvement in the company's credit
ratios, we believe significant debt maturities in 2014 and
substantial multiemployer pension underfunding limit ratings
upside," S&P said.

RATINGS LIST
YRC Worldwide Inc.
Corporate credit rating           CCC/Stable/--

Ratings Assigned
YRCW Receivables LLC
Senior secured
  $175 mil. term A facility        B-
   Recovery rating                 1
  $225 mil. term B facility        B-
   Recovery rating                 1


ZOGENIX INC: FDA Accepts for Review Zohyro New Drug Application
---------------------------------------------------------------
The U.S. Food and Drug Administration has accepted for review the
New Drug Application for Zohydro (hydrocodone bitartrate extended-
release capsules), Zogenix, Inc.'s lead investigational product
candidate for the treatment of moderate to severe chronic pain.
Under the Prescription Drug User Fee Act, the goal for a standard
review of an NDA is 10 months from NDA submission, and the FDA has
assigned a target action date of March 1, 2013, for the Zohydro
NDA.  Based on a recent discussion with the FDA, the Company
anticipates the agency will convene an advisory committee for
Zohydro during the PDUFA review period.  The advisory committee
provides the FDA with independent expert advice and
recommendations; however, the final decision regarding approval is
made by the FDA.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, Calif., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations
and lack of sufficient working capital.

The Company reported a net loss of $83.90 million in 2011, a net
loss of $73.56 million in 2010, and a net loss of $45.88 million
in 2009.

The Company's balance sheet at March 31, 2012, showed
$82.28 million in total assets, $82 million in total liabilities,
and $278,000 in total stockholders' equity.


* Moody's Says Supreme Court Ruling to Impact Healthcare Sector
---------------------------------------------------------------
The recent decision of the US Supreme Court that upheld key
provisions of the 2010 Affordable Care Act will have a varied
credit effect on healthcare companies depending on industry area,
says Moody's Investors Service in its latest "Healthcare
Quarterly: The Supreme Court Decision on the Healthcare Law."

Moody's Healthcare Quarterly examines the implications of the
decision for health insurers, for-profit hospitals, not-for-profit
hospitals, pharmaceutical companies, medical device makers and
real estate investment trusts (REITS). The last edition of the
quarterly explored how the industry is seeking to address upcoming
secular shifts in the industry landscape.

The Supreme Court decision is negative for health insurers as
greater restrictions and regulations will limit profitability, add
new taxes and assessments that insurers will seek to pass on to
consumers and reduce revenues through reimbursement reductions or
more aggressive rate reviews, says Moody's.

For-profit hospitals will see credit neutral to slightly positive
effects as declining bad-debt charges improve margins and cash
flow, but Moody's notes that this will be offset by slowing
Medicare reimbursement growth.

The ruling is credit neutral for not-for-profit hospitals, as
Moody's ratings already factor in the long-term net negative of
future changes to the Medicaid and Medicare programs.

Higher rebates to the US government for Medicaid and Medicare drug
reimbursements and discounts, and an industry fee all combine to
make the ruling a credit negative for the pharmaceutical industry,
says Moody's.

The Act also provides for a new excise tax on medical device
makers that is slightly credit negative, although details are
still forthcoming. Moody's expects device makers will cut costs to
address the 2.3% excise tax on US revenues that begins January 1,
2013.

Moody's says that credit implications are mixed for real estate
investment trusts, with medical office buildings likely to benefit
but skilled nursing facility operators likely to see growth
hampered by new restrictions to Medicare payments contained in the
Act.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
In re Anna Zilberman
   Bankr. C.D. Calif. Case No. 12-16170
      Chapter 11 Petition filed July 7, 2012

In re Vic Viet Le
   Bankr. N.D. Calif. Case No. 12-45740
      Chapter 11 Petition filed July 7, 2012

In re Darnise Davis
   Bankr. D. D.C. Case No. 12-00487
      Chapter 11 Petition filed July 7, 2012

In re Superior Moving & Storage, Inc.
   Bankr. S.D. Fla. Case No. 12-26485
     Chapter 11 Petition filed July 7, 2012
         See http://bankrupt.com/misc/flsb12-26485.pdf
         represented by: Bart A. Houston, Esq.
                         THE KOPELOWITZ OSTROW FIRM, P.A.
                         E-mail: houston@kolawyers.com

In re Brian English
   Bankr. D. Mass. Case No. 12-15798
      Chapter 11 Petition filed July 7, 2012

In re Christopher Labban
   Bankr. D. Ariz. Case No. 12-15272
      Chapter 11 Petition filed July 8, 2012

In re Steve Sedgwick
   Bankr. C.D. Calif. Case No. 12-18323
      Chapter 11 Petition filed July 8, 2012

In re Daniel Evertsz
   Bankr. N.D. Calif. Case No. 12-11858
      Chapter 11 Petition filed July 8, 2012

In re Danny Planavsky
   Bankr. S.D. Fla. Case No. 12-26491
      Chapter 11 Petition filed July 8, 2012

In re Crispin Perez
   Bankr. D. Nev. Case No. 2-17983
      Chapter 11 Petition filed July 8, 2012

In re John Packard
   Bankr. E.D. Tenn. Case No. 12-32778
      Chapter 11 Petition filed July 8, 2012

In re Thomas Shayman
   Bankr. C.D. Calif. Case No. 12-33548
      Chapter 11 Petition filed July 9, 2012

In re Southgate Investments LLC
   Bankr. D. Conn. Case No. 12-31621
     Chapter 11 Petition filed July 9, 2012
         See http://bankrupt.com/misc/ctb12-31621.pdf
         represented by: Mei-wa Cheng, Esq.
                         E-mail: mei-wacheng@comcast.net

In re Manami Sekiguchi
   Bankr. D. Conn. Case No. 12-51296
      Chapter 11 Petition filed July 9, 2012

In re Raymond Sekiguchi
   Bankr. D. Conn. Case No. 12-51296
      Chapter 11 Petition filed July 9, 2012

In re Bare Necessities, Inc.
   Bankr. S.D. Fla. Case No. 12-26529
     Chapter 11 Petition filed July 9, 2012
         See http://bankrupt.com/misc/flsb12-26529.pdf
         represented by: Robert C. Meyer, Esq.
                         MEYER & NUNEZ, P.A.
                         E-mail: meyerrobertc@cs.com

In re John Marton
   Bankr. N.D. Ill. Case No. 12-27214
      Chapter 11 Petition filed July 9, 2012

In re Southaven Economic Development Group, LLC
   Bankr. N.D. Miss. Case No. 12-12806
     Chapter 11 Petition filed July 9, 2012
         See http://bankrupt.com/misc/msnb12-12806.pdf
         represented by: Gwendolyn Baptist-Hewlett, Esq.
                         THE BAPTIST LAW FIRM PLLC
                         E-mail: sd@baptistlaw.com

In re Quality Hotel Furniture Sales, LLC
        aka Hotel Furniture Sales
   Bankr. D. Nev. Case No. 12-17993
     Chapter 11 Petition filed July 9, 2012
         See http://bankrupt.com/misc/nvb12-17993.pdf
         represented by: Dustin A. Johnson, Esq.
                         MUCKLEROY JOHNSON
                         E-mail: djohnson@albrightstoddard.com

In re Maurice Swiggett
   Bankr. M.D.N.C. Case No. 12-81015
      Chapter 11 Petition filed July 9, 2012

In re LMH, LLC
   Bankr. D. Utah Case No. 12-28795
     Chapter 11 Petition filed July 9, 2012
         See http://bankrupt.com/misc/utb12-28795.pdf
         represented by: Perry Alan Bsharah, Esq.
                         BSHARAH LAW GROUP
                         E-mail: perry@blgutah.com

In re Kenneth Ross
   Bankr. W.D. Wash. Case No. 12-17093
      Chapter 11 Petition filed July 9, 2012

In re AACE LLC
        aka Judy K. Lee
   Bankr. W.D. Wash. Case No. 12-44760
     Chapter 11 Petition filed July 9, 2012
         See http://bankrupt.com/misc/wawb12-44760.pdf
         represented by: Karl Y. Park, Esq.
                         LAW OFFICES OF KARL PARK
                         E-mail: karlpark99@yahoo.com

In re John Kaney
   Bankr. C.D. Calif. Case No. 12-12616
      Chapter 11 Petition filed July 10, 2012

In re Jose Garcia
   Bankr. N.D. Calif. Case No. 12-11871
      Chapter 11 Petition filed July 10, 2012

In re Martha Gomez
   Bankr. N.D. Calif. Case No. 12-32058
      Chapter 11 Petition filed July 10, 2012

In re Roddy Oglesby
   Bankr. N.D. Ga. Case No. 12-67366
      Chapter 11 Petition filed July 10, 2012

In re 21 S. Calvert Street, LLC
   Bankr. D. Md. Case No. 12-22789
     Chapter 11 Petition filed July 10, 2012
         See http://bankrupt.com/misc/mdb12-22789p.pdf
         See http://bankrupt.com/misc/mdb12-22789c.pdf
         represented by: Daniel M. Press, Esq.
                         Chung & Press, P.C.
                         E-mail: dpress@chung-press.com

In re Norman Pelletier
   Bankr. D. Mass. Case No. 12-15846
      Chapter 11 Petition filed July 10, 2012

In re Rick's Towing, Inc.
   Bankr. D. Mass. Case No. 12-15844
     Chapter 11 Petition filed July 10, 2012
         See http://bankrupt.com/misc/mab12-15844.pdf
         represented by: Timothy M. Mauser, Esq.
                         Law Office of Timothy Mauser, Esq.
                         E-mail: tmauser@mauserlaw.com

In re Tricos Enterprises, Inc.
        dba Asphalt Care Company
   Bankr. D.N.J. Case No. 12-27248
     Chapter 11 Petition filed July 10, 2012
         See http://bankrupt.com/misc/njb12-27248.pdf
         represented by: Ellen M. McDowell, Esq.
                         McDowell Riga Posternock, P.C.
                         E-mail: emcdowell@mrpattorneys.com

In re Alvona LLC
   Bankr. S.D.N.Y. Case No. 12-13003
     Chapter 11 Petition filed July 10, 2012
         See http://bankrupt.com/misc/nysb12-13003.pdf
         represented by: Joel M. Shafferman, Esq
                         Shafferman & Feldman, LLP
                         E-mail: joel@shafeldlaw.com

In re Ellison Coleman
   Bankr. W.D.N.Y. Case No. 12-21152
      Chapter 11 Petition filed July 10, 2012

In re Prime Steak House LLC
   Bankr. W.D.N.Y. Case No. 12-21154
     Chapter 11 Petition filed July 10, 2012
         See http://bankrupt.com/misc/nywb12-21154.pdf
         represented by: Sammy Feldman, Esq.
                         Silver & Feldman
                         E-mail: sfeldman@silverfeldman.com

In re 2nd Chance Realty, LLC
   Bankr. E.D. Pa. Case No. 12-16521
     Chapter 11 Petition filed July 10, 2012
         See http://bankrupt.com/misc/paeb12-16521.pdf
         represented by: Stokes E. Mott, Jr., Esq.
                         Mott Law Group, LLC
                         E-mail: stokesmott@yahoo.com

In re Bountiful Blessing Early Edu. & Academics
        dba Hand & Hand Early Education
   Bankr. E.D. Pa. Case No. 12-16550
     Chapter 11 Petition filed July 10, 2012
         See http://bankrupt.com/misc/paeb12-16550.pdf
         Filed pro se

In re Pontiac Properties, Inc.
   Bankr. E.D. Pa. Case No. 12-16513
     Chapter 11 Petition filed July 10, 2012
         See http://bankrupt.com/misc/paeb12-16513.pdf
         represented by: Jeffrey D. Servin, Esq.
                         E-mail: jdservin@comcast.net

In re Cedric Wayne Bruce Trust
   Bankr. S.D. Tex. Case No. 12-35249
     Chapter 11 Petition filed July 10, 2012
         See http://bankrupt.com/misc/txsb12-35249.pdf
         Filed pro se

In re Christopher Wood
   Bankr. C.D. Calif. Case No. 12-18421
      Chapter 11 Petition filed July 11, 2012

In re Gil Gilbuena
   Bankr. E.D. Calif. Case No. 12-16104
      Chapter 11 Petition filed July 11, 2012

In re Bosco Barney Stocking
      Gerarda Stocking
        aka Bosco B. Stocking
            Barney Stocking
   Bankr. N.D. Calif. Case No. 12-45831
     Chapter 11 Petition filed July 11, 2012
         See http://bankrupt.com/misc/canb12-45831.pdf
         represented by: Julie Bettencourt Cliff, Esq.
                         BETTENCOURT CLIFF, PC
                         E-mail: jbcliff@gmail.com

In re Riaz Gondal
   Bankr. N.D. Ill. Case No. 12-27547
      Chapter 11 Petition filed July 11, 2012

In re Suzanne Aleshire
   Bankr. N.D. Ill. Case No. 12-27599
      Chapter 11 Petition filed July 11, 2012

In re Robert Pereira
   Bankr. D. Mass. Case No. 12-15872
      Chapter 11 Petition filed July 11, 2012

In re Thomas Toy
   Bankr. D. N.J. Case No. 12-27331
      Chapter 11 Petition filed July 11, 2012

In re Pal Family Credit Company, Inc.
   Bankr. S.D.N.Y. Case No. 12-13014
     Chapter 11 Petition filed July 11, 2012
         See http://bankrupt.com/misc/nysb12-13014.pdf
         Filed as Pro Se

In re Stuzzicheria, Inc.
        dba Pane Panelle
   Bankr. S.D.N.Y. Case No. 12-13019
     Chapter 11 Petition filed July 11, 2012
         See http://bankrupt.com/misc/nysb12-13019.pdf
         represented by: Joel M. Shafferman, Esq.
                         SHAFFERMAN & FELDMAN, LLP
                         E-mail: joel@shafeldlaw.com

In re 305 Church Leasehold Inc.
   Bankr. S.D.N.Y. Case No. 12-13021
     Chapter 11 Petition filed July 11, 2012
         See http://bankrupt.com/misc/nysb12-13021.pdf
         represented by: Joel M. Shafferman, Esq.
                         SHAFFERMAN & FELDMAN, LLP
                         E-mail: joel@shafeldlaw.com

In re Falu Flowers And Funeral Home Corp
   Bankr. D.P.R. Case No. 12-05472
     Chapter 11 Petition filed July 11, 2012
         See http://bankrupt.com/misc/prb12-05472.pdf
         represented by: Robert Millan, Esq.
                         MILLAN LAW OFFICES
                         E-mail: rmi3183180@aol.com

In re Osvaldo Domenech
   Bankr. D.P.R. Case No. 12-05477
      Chapter 11 Petition filed July 11, 2012

In re Adam Harris
   Bankr. M.D. Tenn. Case No. 12-06312
      Chapter 11 Petition filed July 11, 2012

In re Brent Middleton
   Bankr. D. Utah Case No. 12-28933
      Chapter 11 Petition filed July 11, 2012

In re The Republic, R and B, L.L.C.
        dba The Republic Restaurant and Bar
   Bankr. E.D. Va. Case No. 12-34103
     Chapter 11 Petition filed July 11, 2012
         See http://bankrupt.com/misc/vaeb12-34103.pdf
         represented by: Roy M. Terry, Jr., Esq.
                         SANDS ANDERSON PC
                         E-mail: rterry@sandsanderson.com

In re 12211 N. 49th LLC
   Bankr. D. Ariz. Case No. 12-15625
     Chapter 11 Petition filed July 12, 2012
         Filed pro se

In re First Acceptance Housing LLC
   Bankr. D. Ariz. Case No. 12-15633
     Chapter 11 Petition filed July 12, 2012
         Filed pro se

In re Jesus Gurule
   Bankr. D. Ariz. Case No. 12-15629
      Chapter 11 Petition filed July 12, 2012

In re Aldo Cecena
   Bankr. C.D. Calif. Case No. 12-12648
      Chapter 11 Petition filed July 12, 2012

In re William Orthwein
   Bankr. D. Colo. Case No. 12-24625
      Chapter 11 Petition filed July 12, 2012

In re Henry Lee Johnson Jr.
   Bankr. S.D. Ill. Case No. 12-31309
      Chapter 11 Petition filed July 12, 2012

In re Sharon Elaine Williams-Johnson
   Bankr. S.D. Ill. Case No. 12-31309
      Chapter 11 Petition filed July 12, 2012

In re P & S Distributors, Inc.
   Bankr. E.D. Mich. Case No. 12-22142
     Chapter 11 Petition filed July 12, 2012
         See http://bankrupt.com/misc/mieb12-22142p.pdf
         See http://bankrupt.com/misc/mieb12-22142c.pdf
         represented by: Cristie A. VanMassenhove, Esq.
                         Kane, Funk & Poch, P.C.
                         E-mail: CristieVanMassenhove@gmail.com

In re Russell Cook
   Bankr. W.D. Mo. Case No. 12-61300
      Chapter 11 Petition filed July 12, 2012

In re Barrett Welch
   Bankr. E.D.N.C. Case No. 12-05082
      Chapter 11 Petition filed July 12, 2012

In re William Driscoll
   Bankr. E.D.N.C. Case No. 12-05061
      Chapter 11 Petition filed July 12, 2012

In re Raul Palacios Velez
   Bankr. D.P.R. Case No. 12-05485
      Chapter 11 Petition filed July 12, 2012

In re Kansas Oil Co., LLC
   Bankr. W.D. Tex. Case No. 12-31305
     Chapter 11 Petition filed July 12, 2012
         See http://bankrupt.com/misc/txwb12-31305.pdf
         represented by: Wiley France James, III, Esq.
                         James & Haugland, P.C.
                         E-mail: wjames@jghpc.com

In re McCardle
   Bankr. E.D. Wis. Case No. 12-30500
      Chapter 11 Petition filed July 12, 2012

In re Marvin McNally
   Bankr. D. Wyo. Case No. 12-20682
      Chapter 11 Petition filed July 12, 2012

In re 1634 W 127th Street LLC
   Bankr. C.D. Calif. Case No. 12-16350
     Chapter 11 Petition filed July 13,2012
         See http://bankrupt.com/misc/cacb12-16350.pdf
         represented by: Robert S. Altagen, Esq.
                         LAW OFFICES OF ROBERT S. ALTAGEN
                         1111 Corporate Center Drive, #201
                         Monterey Park, CA 91754
                         Tel: (323) 268-9588
                         Fax: (323) 268-8742
                         E-mail: rsaink@earthlink.net

In re Catrelia Magee
   Bankr. C.D. Calif. Case No. 12-34290
      Chapter 11 Petition filed July 13, 2012

In re Norbert Sacro
   Bankr. N.D. Calif. Case No. 12-11924
      Chapter 11 Petition filed July 13, 2012

In re Hushmi, Inc.
   Bankr. D. Conn. Case No. 12-21701
     Chapter 11 Petition filed July 13, 2012
         See http://bankrupt.com/misc/ctb12-21701.pdf
         represented by: John T. Forrest, Esq.
                         LAW OFFICES OF JOHN T. FORREST, LLC
                         E-mail: attyforrest@yahoo.com

In re Elite Properties, LLC
   Bankr. D. Conn. Case No. 12-31642
     Chapter 11 Petition filed July 13, 2012
         See http://bankrupt.com/misc/ctb12-31642.pdf
         represented by: Neil Crane, Esq.
                         LAW OFFICES OF NEIL CRANE, LLC
                         E-mail: neilcranelaw@snet.net

In re Jon Hansen
   Bankr. N.D. Ill. Case No. 12-27966
      Chapter 11 Petition filed July 13, 2012

In re Sporleder Excavating, Inc.
   Bankr. S.D. Ind. Case No. 12-91542
     Chapter 11 Petition filed July 13, 2012
         See http://bankrupt.com/misc/insb12-91542.pdf
         represented by: Courtney Elaine Chilcote, Esq.
                         HOSTETLER & KOWALIK, P.C.
                         E-mail: cchilcote@hklawfirm.com

                                - and ?

                         David R. Krebs, Esq.
                         HOSTETLER & KOWALIK, P.C.
                         E-mail: dkrebs@hklawfirm.com

In re TJ Sporleder Trucking, Inc
   Bankr. S.D. Ind. Case No. 12-91543
      Chapter 11 Petition filed July 13, 2012

In re Sporleder Rentals, Inc.
   Bankr. S.D. Ind. Case No. 12-91544
      Chapter 11 Petition filed July 13, 2012

In re Gordon Institute for Sports Performance LLC
   Bankr. D. Md. Case No. 12-22963
     Chapter 11 Petition filed July 13, 2012
         See http://bankrupt.com/misc/mdb12-22963.pdf
         represented by: Tate Russack, Esq.
                         RUSSACK ASSOCIATES, LLC
                         E-mail: tate@russacklaw.com

In re U.S. Industrial, Inc.
   Bankr. E.D. Mich. Case No. 12-22150
     Chapter 11 Petition filed July 13, 2012
         See http://bankrupt.com/misc/mieb12-22150p.pdf
             http://bankrupt.com/misc/mieb12-22150c.pdf
         represented by: Cristie A. VanMassenhove, Esq.
                         KANE, FUNK & POCH, P.C.
                         E-mail: CristieVanMassenhove@gmail.com

In re AK Marketing, LLC
        dba Country Lane Flowers Shops
   Bankr. E.D. Mich. Case No. 12-32936
     Chapter 11 Petition filed July 13, 2012
         See http://bankrupt.com/misc/mieb12-32936p.pdf
             http://bankrupt.com/misc/mieb12-32936p.pdf
         represented by: Ernest Hassan, Esq.
                         STEVENSON & BULLOCK, P.L.C.
                         E-mail: ehassan@sbplclaw.com

In re Benjamin Morris
   Bankr. N.D. Miss. Case No. 12-12886
      Chapter 11 Petition filed July 13, 2012

In re Lloyd Lynn
   Bankr. E.D. Mo. Case No. 12-46786
      Chapter 11 Petition filed July 13, 2012

In re Patty Lynn
   Bankr. E.D. Mo. Case No. 12-46786
      Chapter 11 Petition filed July 13, 2012

In re Sreten Golub
   Bankr. D. Nev. Case No. 12-18203
      Chapter 11 Petition filed July 13, 2012

In re Miguel Guerrero
   Bankr. D. Nev. Case No. 12-18207
      Chapter 11 Petition filed July 13, 2012

In re John Spitznagel
   Bankr. D. N.J. Case No. 12-27501
      Chapter 11 Petition filed July 13, 2012

In re Wallace Carter
   Bankr. E.D.N.C. Case No. 12-05132-8
      Chapter 11 Petition filed July 13, 2012

In re Stephany Moody
   Bankr. D. Ore. Case No. 12-35465
      Chapter 11 Petition filed July 13, 2012

In re Lehigh Valley Properties, Inc.
        aka Lehigh Valley Properties
   Bankr. E.D. Pa. Case No. 12-16664
     Chapter 11 Petition filed July 13, 2012
         See http://bankrupt.com/misc/paeb12-16664.pdf
         represented by: John Everett Cook, Esq.
                         THE LAW OFFICES OF EVERETT COOK, P.C.
                         E-mail: bankruptcy@everettcooklaw.com

In re Cafe Soul, Inc.
        aka Cafe Soul Restaurant/Jazz Club
   Bankr. W.D. Tenn. Case No. 12-27393
     Chapter 11 Petition filed July 13, 2012
         See http://bankrupt.com/misc/tnwb12-27393.pdf
         Filed as Pro Se

In re B & B Bakery Incorporated
   Bankr. N.D. Tex. Case No. 12-70273
     Chapter 11 Petition filed July 13, 2012
         See http://bankrupt.com/misc/txnb12-70273.pdf
         represented by: John A. Leonard, Esq.
                         LEONARD, KEY & KEY
                         E-mail: lenbiz@rlklaw.net

In re Mahsa LLC T/A Lakeside Motel
   Bankr. E.D. Va. Case No. 12-73002
     Chapter 11 Petition filed July 13, 2012
         See http://bankrupt.com/misc/vaeb12-73002.pdf
         represented by: John W. Tripp, Esq.
                         LAW OFFICE OF JOHN W. TRIPP
                         E-mail: jtripplaw@aol.com

In re Downtown Properties, LLC
   Bankr. N.D. Ala. Case No. 12-41324
     Chapter 11 Petition filed July 16, 2012
         See http://bankrupt.com/misc/alnb12-41324.pdf
         represented by: Harry P. Long, Esq.
                         The Law Office of Harry P. Long, LLC
                         E-mail: hlonglegal@aol.com

In re Dacia Lopatenko
   Bankr. D. Ariz. Case No. 12-15819
      Chapter 11 Petition filed July 16, 2012

In re Luis Campos
   Bankr. D. Ariz. Case No. 12-15787
      Chapter 11 Petition filed July 16, 2012

In re Ronald Burke
   Bankr. D. Ariz. Case No. 12-15814
      Chapter 11 Petition filed July 16, 2012

In re Isaac Arianpour
   Bankr. C.D. Calif. Case No. 12-34449
      Chapter 11 Petition filed July 16, 2012

In re Monkiki's, Inc.
   Bankr. C.D. Calif. Case No. 12-34441
     Chapter 11 Petition filed July 16, 2012
         See http://bankrupt.com/misc/cacb12-34441.pdf
         represented by: Robert M. Yaspan, Esq.
                         Law Offices of Robert M Yaspan
                         E-mail: court@yaspanlaw.com

In re Dreamplay, Inc.
        t/a The Oasis
   Bankr. D. Md. Case No. 12-23120
     Chapter 11 Petition filed July 16, 2012
         See http://bankrupt.com/misc/mdb12-23120.pdf
         represented by: James P. Koch, Esq.
                         E-mail: jkoch1@ix.netcom.com

In re Rodjev 6267 LLC
   Bankr. D. Mass. Case No. 12-42612
     Chapter 11 Petition filed July 16, 2012
         See http://bankrupt.com/misc/mab12-42612.pdf
         represented by: Warren E. Wood, Esq.
                         Law Office of Warren E. Wood, LLC
                         E-mail: woodattys2009@yahoo.com

In re Hair Vibes Corporation
        aka Hair Vibes
   Bankr. E.D.N.Y. Case No. 12-74415
     Chapter 11 Petition filed July 16, 2012
         See http://bankrupt.com/misc/nyeb12-74415.pdf
         Filed pro se

In re Roslyn Sefardic Center Corp.
   Bankr. E.D.N.Y. Case No. 12-74404
     Chapter 11 Petition filed July 16, 2012
         See http://bankrupt.com/misc/nyeb12-74404.pdf
         represented by: Arnold Mitchell Greene, Esq.
                         Robinson Brog Leinwand Greene et al
                         E-mail: amg@robinsonbrog.com

In re Christopher Orourke
   Bankr. D. Nev. Case No. 12-18287
      Chapter 11 Petition filed July 16, 2012

In re Hydraulic Specialists, Inc.
   Bankr. W.D. Okla. Case No. 12-13501
     Chapter 11 Petition filed July 16, 2012
         See http://bankrupt.com/misc/okwb12-13501.pdf
         represented by: Gary D. Hammond, Esq.
                         Mitchell & Hammond
                         E-mail: gary@okatty.com

In re J.A. Marketing, Corp.
   Bankr. D.P.R. Case No. 12-05575
     Chapter 11 Petition filed July 16, 2012
         See http://bankrupt.com/misc/prb12-05575.pdf
         represented by: Alexis Fuentes Hernandez, Esq.
                         Fuentes Law Offices
                         E-mail: alex@fuentes-law.com

In re HMC Holdings, LLC
   Bankr. W.D. Va. Case No. 12-61648
     Chapter 11 Petition filed July 16, 2012
         See http://bankrupt.com/misc/vawb12-61648.pdf
         represented by: Andrew S Goldstein, Esq.
                         Magee Goldstein Lasky & Sayers, P.C.
                         E-mail: agoldstein@mglspc.com




                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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